SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report - July 2, 1997
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(Date of Earliest Event Reported)
EQUITY ONE ABS, INC.
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(Exact Name of Registrant as specified in its charter)
Delaware 333-24599 52-2029487
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(State of Incorporation) (Commission File No.) (IRS Employer I.D. No.)
103 Springer Building, 3411 Silverside Road, Wilmington, Delaware 19803
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(Address of principal executive offices)
Registrant's telephone number, including area code: (302) 478-6160
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits (executed copies). The following executed copies of Exhibits
to the Form S-3 Registration Statement (File No. 333-24599) of the
Registrant are hereby filed:
1.1 Underwriting Agreement, dated as of June 26, 1997, among
Equity One ABS, Inc., Equity One, Inc. and Salomon Brothers
Inc.
3.1 Restated Certificate of Incorporation of Equity One ABS, Inc.,
dated June 27, 1997.
4.1 Pooling and Servicing Agreement, dated as of June 1, 1997,
among Equity One ABS, Inc., as Depositor, Equity One, Inc.
(DE), as Servicer and a Seller, Equity One, Incorporated,
Equity One Mortgage Company, Equity One Mortgage, Inc. (DE),
Equity One, Inc. (MN), Equity One Consumer Loan Company, Inc.,
Equity One of West Virginia, Inc. and Equity One Mortgage,
Inc. (NY), as Sellers, and The Chase Manhattan Bank, as
Trustee.
4.2 Certificate Guaranty Insurance Policy, dated July 2, 1997 and
delivered by AMBAC Indemnity Corporation.
4.3 Certificate Guaranty Insurance Policy Endorsement, dated July
2, 1997 and delivered by AMBAC Indemnity Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
EQUITY ONE ABS, INC.
By: /s/Thomas J. Fitzpatrick
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Thomas J. Fitzpatrick,
President
Dated: July 8, 1997
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Exhibit Index
<TABLE>
<CAPTION>
Exhibit Page
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<S> <C> <C>
1.1 Underwriting Agreement, dated as of June 26, 1997, among
Equity One ABS, Inc., Equity One, Inc. and Salomon Brothers
Inc.
3.1 Restated Certificate of Incorporation of Equity One ABS, Inc.,
dated June 27, 1997.
4.1 Pooling and Servicing Agreement, dated as of June 1, 1997,
among Equity One ABS, Inc., as Depositor, Equity One, Inc.
(DE), as Servicer and a Seller, Equity One, Incorporated,
Equity One Mortgage Company, Equity One Mortgage, Inc.
(DE), Equity One, Inc. (MN), Equity One Consumer Loan
Company, Inc., Equity One of West Virginia, Inc. and Equity
One Mortgage, Inc. (NY), as Sellers, and The Chase Manhattan
Bank, as Trustee.
4.2 Certificate Guaranty Insurance Policy, dated July 2, 1997 and
delivered by AMBAC Indemnity Corporation.
4.3 Certificate Guaranty Insurance Policy Endorsement, dated July
2, 1997 and delivered by AMBAC Indemnity Corporation.
</TABLE>
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Mortgage Pass-Through Certificates, Series 1997-1
$31,000,000 Class A-1 Certificates 6.62% Pass-Through Rate
$24,200,000 Class A-2 Certificates 7.01% Pass-Through Rate
$14,500,000 Class A-3 Certificates 7.19% Pass-Through Rate
$12,000,000 Class A-4 Certificates 7.38% Pass-Through Rate
$21,141,606 Class A-5 Certificates 7.55% Pass-Through Rate
Equity One ABS, Inc.
Depositor
Equity One, Inc.
Servicer
UNDERWRITING AGREEMENT
June 26, 1997
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Ladies and Gentlemen:
Equity One ABS Inc., a Delaware corporation ("Depositor"), a wholly
owned subsidiary of Equity One, Inc., a Delaware corporation ("Equity One"),
proposes to sell $102,841,606 aggregate principal amount of Mortgage
Pass-Through Certificates, Series 1997-1, of the classes described in Schedule I
hereto (the "Certificates") to be issued pursuant to a Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement") to be dated as of June 1, 1997
(the "Cut-Off Date"), among the Depositor, Equity One, as seller and servicer,
The Chase Manhattan Bank, a New York banking corporation, as trustee (the
"Trustee"), and each of the other Sellers named therein, and proposes to sell
the Certificates to you (the "Underwriter"). The assets of the Trust Fund will
include, among other things, a pool of fixed-rate mortgage loans secured
primarily by first liens on one-to-four family dwellings, units in condominium
developments and mixed-use properties. The Certificates are described more fully
in a registration statement which the Depositor has furnished to you. This is to
confirm the arrangements with respect to your purchase of the Certificates. To
the extent not defined herein, capitalized terms used herein have the meanings
assigned in the Pooling and Servicing Agreement.
1. Representations and Warranties. Each of the Depositor and Equity One
represents and warrants to, and agrees with, the Underwriter as set forth below
in this Section 1. Certain terms used in this Section 1 are defined in paragraph
(c) hereof.
(a) The Depositor meets the requirements for the use of Form
S-3 under the Securities Act of 1933, as amended (the "Act") and has
filed with the Securities and Exchange Commission
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(the "Commission") a registration statement (file no. 333-24599),
including a related preliminary basic prospectus and a preliminary
prospectus supplement, on Form S-3 for the registration under the Act
of the offering and sale of asset-backed securities, including the
Certificates. The Depositor may have filed one or more amendments
thereto, including a preliminary basic prospectus and preliminary
prospectus supplement, each of which has previously been furnished to
you. The Depositor will next file with the Commission either (i) prior
to effectiveness of such registration statement, a further amendment
thereto (including the form of final basic prospectus and final
prospectus supplement), (ii) after effectiveness of such registration
statement, a final basic prospectus and a final prospectus supplement
relating to the Certificates in accordance with Rules 430A and
424(b)(1) or (4) or (iii) a final basic prospectus and final prospectus
supplement relating to the Certificates in accordance with Rules 415
and 424(b)(2) or (5). In the case of clauses (ii) and (iii) above, the
Depositor has included in such registration statement, as amended at
the Effective Date, all information (other than Rule 430A Information)
required by the Act and the rules thereunder to be included in the
Final Prospectus with respect to the Certificates and the offering
thereof. As filed, such amendment and form of final prospectus, or such
final prospectus, as the case may be, shall include all Rule 430A
Information together with all other such required information with
respect to the Certificates and the offering thereof and, except to the
extent the Underwriter shall agree in writing to a modification, shall
be in all substantive respects in the form furnished to you prior to
the Execution Time or, to the extent not completed at the Execution
Time, shall contain only such specific additional information and other
changes (beyond that contained in the latest preliminary basic
prospectus and preliminary prospectus supplement, if any, that have
previously been furnished to you) as the Depositor has advised you,
prior to the Execution Time, will be included or made therein. If the
Registration Statement contains the undertaking specified in Regulation
S-K Item 512(a), the Registration Statement, at the Execution Time,
meets the requirements set forth in Rule 415(a)(1)(x).
(b) On the Effective Date, the Registration Statement did or
will, and when the Final Prospectus is first filed (if required) in
accordance with Rule 424(b) and on the Closing Date, the Final
Prospectus (and any supplements thereto) will, comply in all material
respects with the applicable requirements of the Act and the Exchange
Act and the respective rules thereunder; on the Effective Date, the
Registration Statement did not or will not contain any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary in order to
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make the statements therein not misleading; and, on the Effective
Date, the Final Prospectus, if not filed pursuant to Rule 424(b), did
not or will not, and on the date of any filing pursuant to Rule 424(b)
and on the Closing Date (as defined in Section 3 below) the Final
Prospectus (together with any supplement thereto) will not, include any
untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided,
however, that neither the Depositor nor Equity One makes any
representations or warranties as to the information contained in or
omitted from (x) the Registration Statement or the Final Prospectus (or
any supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Depositor by or on behalf of
the Underwriter specifically for inclusion in the Registration
Statement or the Final Prospectus (or any supplement thereto) and (y)
any Derived Information set forth in the Computational Materials (each
as defined in Section 9 below), or in any amendment thereof or
supplement thereto, incorporated by reference in such Registration
Statement or such Final Prospectus (or any amendment thereof or
supplement thereto) except to the extent such Derived Information
results from an error or omission in any Seller-Provided Information
(as defined in Section 9 below).
(c) For purposes of this Agreement, "Effective Time" means the
date and time as of which such registration statement, or the most
recent post-effective amendment thereto, if any, was declared effective
by the Commission, and "Effective Date" means the date of the Effective
Time and each date after the date hereof on which a document
incorporated by reference in the Registration Statement is filed.
"Execution Time" shall mean the date and time that this Agreement is
executed and delivered by the parties hereto. Such registration
statement, as amended at the Effective Time, including all information
deemed to be a part of such registration statement as of the Effective
Time pursuant to Rule 430A(b) under the Act, the exhibits thereto and
any material and documents incorporated by reference therein, is
hereinafter referred to as the "Registration Statement." "Basic
Prospectus" shall mean the basic prospectus referred to in paragraph
(a) above contained in the Registration Statement at the Effective
Date; provided, that, if the Basic Prospectus used in connection with
any Preliminary Prospectus Supplement or the Final Prospectus shall
differ from the Basic Prospectus contained in the Registration
Statement at the Effective Date, then "Basic Prospectus" shall
mean the Basic Prospectus included with such Preliminary Prospectus
Supplement or the Final Prospectus, as filed pursuant to Rule 424(b).
"Preliminary Prospectus Supplement" shall mean a preliminary prospectus
supplement, if any, to the Basic
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Prospectus which describes the Certificates and the offering thereof
and is used prior to the filing of the Final Prospectus. "Final
Prospectus" shall mean the prospectus supplement relating to the
Certificates that is first filed pursuant to Rule 424(b) after the
Execution Time, together with the Basic Prospectus or, if no filing
pursuant to Rule 424(b) is required, shall mean the prospectus
supplement relating to the Certificates, including the Basic
Prospectus, included in the Registration Statement at the Effective
Date including in each such case any material and documents
incorporated by reference therein. "Rule 430A Information" means
information with respect to the Certificates and the offering of the
Certificates permitted to be omitted from the Registration Statement
when it becomes effective pursuant to Rule 430A. "Rule 415," "Rule
424," "Rule 430A" and "Regulation S-K" refer to such rules or
regulations under the Act. Any reference herein to the Registration
Statement, any Preliminary Prospectus Supplement or the Final
Prospectus shall be deemed to refer to and include the material and
documents incorporated by reference therein pursuant to Item 12 of Form
S-3 which were filed under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), on or before the Effective Date of the
Registration Statement or the issue date of the Basic Prospectus, such
Preliminary Prospectus Supplement or the Final Prospectus, as the case
may be; and any reference herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus Supplement or the Final
Prospectus shall be deemed to refer to and include the filing of any
document under the Exchange Act after the Effective Date of the
Registration Statement, or the issue date of the Basic Prospectus, any
Preliminary Prospectus Supplement or the Final Prospectus, as the case
may be, deemed to be incorporated therein by reference.
(d) No consent, approval, authorization or order of, or filing
with, any court or governmental agency or body is required to be
obtained or made by Equity One, the Depositor or any Seller for the
consummation of the transactions contemplated by this Agreement except
such as have been obtained, made under the Act or as may be required
under state securities laws.
(e) None of Equity One, the Depositor or any Seller is in
violation of its charter or by-laws or in default in the performance or
observance of any obligation, agreement, covenant or condition
contained in any agreement or instrument to which it is a party or by
which it or its properties is bound that would have a material adverse
effect on the trans actions contemplated herein or in the Pooling and
Servicing Agreement. The execution, delivery and performance of this
Agreement and the Pooling and Servicing Agreement and
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the issuance and sale of the Certificates and compliance with the terms
and provisions thereof will not result in a breach or violation of any
of the terms and provisions of, or constitute a default under, any
statute, rule, regulation or order of any governmental agency or body
or any court having jurisdiction over any of Equity One, the Depositor
or any Seller or any of their properties or any agreement or instrument
to which any of them is a party or by which any of them is bound or to
which any of the properties of any of them is subject or the charter or
by-laws of any of them, and each of them has full power and authority
to authorize, issue and sell the Mortgage Loans and the Certificates as
contemplated by this Agreement and to enter into this Agreement and the
Pooling and Servicing Agreement.
(f) The computer tape of the Home Equity Loans created as of
June 6, 1997 and made available to you by Equity One and the Depositor,
was complete and accurate as of the date thereof and includes a
description of the Home Equity Loans that are described in a schedule
to the Pooling and Servicing Agreement.
(g) This Agreement has been duly authorized, executed and
delivered by each of Equity One and the Depositor.
(h) Any taxes, fees and other governmental charges in
connection with the execution, delivery and issuance of this Agreement
and the Pooling and Servicing Agreement or the execution, delivery and
sale of the Certificates have been or will be paid at or prior to the
Closing Date, to the extent then due and payable.
(i) Immediately prior to the assignment of the Mortgage Loans
to the Trustee as contemplated by the Pooling and Servicing Agreement,
the Depositor (i) will have good title to, and will be the sole owner
of, each Mortgage Loan and the other property purported to be
transferred by it to the Trustee pursuant to the Pooling and Servicing
Agreement free and clear of any pledge, mortgage, lien, security
interest or other encumbrance (collectively, "Liens"), (ii) will not
have assigned to any person any of its right, title or interest in such
Mortgage Loans or property or in the Mortgage Loan Purchase Agreement
and (iii) will have the power and authority to sell such Mortgage Loans
and property to the Trustee, and upon the execution and delivery of the
Pooling and Servicing Agreement by the Trustee, on behalf of the
Certificateholders, the Trustee will have acquired all of the
Depositor's right, title and interest in and to such Mortgage Loans and
property free and clear of any Lien.
(j) All actions required to be taken by the Depositor and
Equity One as a condition to the offer and sale of the
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Certificates as described herein or the consummation of any of the
transactions described in the Final Prospectus have been or, prior to
the Closing Date, will be taken.
(k) The representations and warranties of each of the Sellers,
the Depositor and Equity One in (or incorporated in) the Pooling and
Servicing Agreement and made in any Officers' Certificate of the
Sellers, the Depositor or Equity One delivered pursuant to the Pooling
and Servicing Agreement, will be true and correct at the time made and
on and as of the Closing Date as if set forth herein.
(l) The Mortgage Loans conveyed to the Trust Fund had
aggregate outstanding balances determined as of the Cut-off Date in the
amount set forth in the Final Prospectus.
(m) None of the Depositor, Equity One or any Seller will
grant, assign, pledge or transfer to any Person a security interest in,
or any other right, title or interest in, the Mortgage Loans, except as
provided in the Pooling and Servicing Agreement, and each will take all
action necessary in order to maintain the security interest in the
Mortgage Loans granted pursuant to the Pooling and Servicing Agreement.
(n) There are no actions, proceedings or investigations
pending, or to the best knowledge of either the Depositor or Equity
One, threatened against the Sellers, the Depositor or Equity One before
any court or before any governmental authority, arbitration board or
tribunal which, if adversely determined, could materially and adversely
affect, either in the individual or in the aggregate, the financial
position, business, operations or prospects of the Depositor or Equity
One.
(o) Under generally accepted accounting principles, each
Seller will record its transfer of the Mortgage Loans to the Depositor
pursuant to the Pooling and Servicing Agreement as a sale of the
Mortgage Loans.
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, the Depositor
agrees to sell to the Underwriter, and the Underwriter agrees to purchase from
the Depositor, $102,841,606 aggregate principal amount of the Certificates, in
the principal amounts and at the purchase prices set forth in Schedule I hereto.
3. Delivery and Payment. Delivery of and payment for the Certificates
shall be made at 10:00 a.m. New York time, on July 2, 1997, at the offices of
Stradley, Ronon, Stevens & Young, LLP, 2600 Commerce Square, Philadelphia,
Pennsylvania 19103, or such later time or date not later than five business days
thereafter as
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the Underwriter shall designate (such date and time of delivery and payment for
the Certificates being herein called the "Closing Date"). Delivery of 5 (five)
global certificates, each certificate evidencing the full principal amount of
each of the classes of the Certificates, shall be made to the Underwriter,
against payment by the Underwriter of the purchase price thereof to the
Depositor by wire transfer in immediately available funds. The global
certificates to be so delivered to the Underwriter shall be registered in the
name of Cede & Co., as nominee for The Depository Trust Company ("DTC"). The
interest of beneficial owners of the Certificates will be represented by book
entries on the records of DTC and participating members thereof. Definitive
certificates evidencing the Certificates will be available only under limited
circumstances.
The Depositor agrees to have the Certificates available for inspection,
checking and packaging by the Underwriter in New York, New York, not later than
1:00 PM on the business day prior to the Closing Date.
4. Offering by Underwriter. It is understood that the Underwriter
proposes to offer the Certificates for sale to the public (which may include
selected dealers) as set forth in the Final Prospectus.
5. Agreements. Each of Equity One and the Depositor agrees with the
Underwriter that:
(a) The Depositor will use its best efforts to cause the
Registration Statement, if not effective at the Execution Time, and any
amendment thereto, to become effective. Prior to the termination of the
offering of the Certificates, the Depositor will not file any amendment
of the Registration Statement or supplement to the Final Prospectus or
any Preliminary Prospectus Supplement unless the Depositor has
furnished you a copy for your review prior to filing and will not file
any such proposed amendment or supplement to which you reasonably
object. Subject to the foregoing sentence, if the Registration
Statement has become or becomes effective pursuant to Rule 430A, or
filing of the Final Prospectus is otherwise required under Rule 424(b),
the Depositor will cause the Final Prospectus, properly completed, and
any supplement thereto to be filed with the Commission pursuant to the
applicable paragraph of Rule 424(b) within the time period prescribed
and will provide evidence satisfactory to the Underwriter of such
timely filing. The Depositor will promptly advise the Underwriter (i)
when the Registration Statement, if not effective at the Execution
Time, and any amendment thereto, shall have become effective, (ii) when
the Final Prospectus, and any supplement thereto shall have been filed
with the Commission pursuant to Rule 424(b), (iii) when, prior to
termination of the offering of the Securities,
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any amendment to the Registration Statement shall have been filed or
become effective, (iv) of any request by the Commission for any
amendment of the Registration Statement or supplement to the Final
Prospectus or for any additional information, (v) of the issuance by
the Commission of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of any
proceeding for that purpose and (vi) of the receipt by the Depositor or
the Trust of any notification with respect to the suspension of the
qualification of the Certificates for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose, and will
use their best efforts to prevent the issuance of any such stop order
and, if issued, to obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event
occurs as a result of which the Final Prospectus as then supplemented
would include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein in the light
of the circumstances under which they were made not misleading, or if
it shall be necessary to amend the Registration Statement or supplement
the Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Depositor promptly will (i) prepare
and file with the Commission, subject to the second sentence of
paragraph (a) of this Section 5, an amendment or supplement which will
correct such statement or omission or effect such compliance and (ii)
supply any supplemented Final Prospectus to you in such quantities as
you may reasonably request.
(c) The Depositor will furnish to the Underwriter and counsel
for the Underwriter, without charge, copies of the Registration
Statement (including exhibits thereto) and, so long as delivery of a
prospectus by the Underwriter or a dealer may be required by the Act,
as many copies of any Preliminary Prospectus Supplement and the Final
Prospectus and any supplement thereto as the Underwriter may reasonably
request. The Depositor will pay the expenses of printing or other
production of all documents relating to the offering.
(d) The Depositor will cooperate, when and if requested by the
Underwriter at Depositor's sole expense, in the qualification of the
Certificates for sale under the laws of such jurisdictions as the
Underwriter may designate and will maintain such qualifications in
effect so long as required for the distribution of the Certificates;
provided, however, that the Depositor shall not be required to qualify
to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to general or unlimited
service of process in any jurisdiction
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where it is not now so subject.
(e) The Depositor will file with the Commission such reports
on Form SR as may be required pursuant to Rule 463 under the Act.
(f) As soon as practicable, the Depositor will cause the Trust
Fund to make generally available to the Certificateholders and to the
Underwriter an earnings statement or statements of the Trust Fund which
will satisfy the provisions of Section 11(a) of the Act and will
satisfy the requirements of Rule 158.
(g) The Depositor will cause any Computational Materials (as
defined in Section 9 hereof) with respect to the Certificates which are
delivered by an Underwriter to the Depositor pursuant to Section 9
hereof to be filed with the Commission on a Current Report on Form 8-K
on or before the date of the filing of the Final Prospectus pursuant to
Rule 424.
(h) The Depositor and Equity One will cooperate with the
Underwriter and use their best efforts to permit the Offered
Certificates to be eligible for clearance and settlement through The
Depository Trust Company.
(i) For a period from the date of this Agreement until the
retirement of the Certificates, the Servicer will deliver to you the
monthly servicing report, the annual statements of compliance and the
annual independent certified public accountants' reports furnished to
the Trustee pursuant to the Pooling and Servicing Agreement, as soon as
such statements and reports are furnished to the Trustee.
(j) So long as any of the Certificates is outstanding, Equity
One will furnish to you (i) as soon as practicable after the end of the
fiscal year all documents required to be distributed to holders of
Certificates or filed with the Commission pursuant to the Exchange Act
or any order of the Commission thereunder and (ii) from time to time,
any other information concerning Equity One or the Depositor filed with
any government or regulatory authority that is otherwise publicly
available, as you may reasonably request.
(k) To the extent, if any, that the rating provided with
respect to the Certificates by Moody's Investors Service, Inc.
("Moody's") or Standard & Poor's Ratings Service ("S&P" and together
with Moody's, the "Rating Agencies") is conditional upon the furnishing
of documents or the taking of any actions by the Depositor, the
Depositor shall furnish such documents and take such actions.
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(l) Until 30 days following the Closing Date, neither the
Depositor nor any trust or other entity originated, directly or
indirectly, by the Depositor or Equity One will, without the prior
written consent of the Underwriter, offer, sell or contract to sell,
or otherwise dispose of, directly or indirectly, or announce the
offering of, any asset-backed securities collateralized by mortgage
loans (other than the Certificates).
6. Conditions to the Obligations of the Underwriter. The obligations of
the Underwriter to purchase the Certificates shall be subject to the accuracy of
the representations and warranties on the part of Equity One and the Depositor
contained herein as of the Execution Time and the Closing Date, to the accuracy
of the statements of Equity One and the Depositor made in any certificates
pursuant to the provisions hereof, to the performance by each of Equity One
and the Depositor of its obligations hereunder and to the following additional
conditions:
(a) If the Registration Statement has not become effective
prior to the Execution Time, unless the Underwriter agrees in writing
to a later time, the Registration Statement will become effective not
later than (i) 6:00 p.m. New York City time, on the date of
determination of the public offering price, if such determination
occurred at or prior to 3:00 p.m. New York City time on such date or
(ii) 12:00 noon on the business day following the day on which the
public offering price was determined, if such determination occurred
after 3:00 p.m. New York City time on such date; if filing of the Final
Prospectus, or any supplement thereto, is required pursuant to Rule
424(b), the Final Prospectus, and any such supplement, shall have been
filed in the manner and within the time period required by Rule 424(b);
and no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Underwriter shall have received the opinion of
Stradley, Ronon, Stevens & Young, LLP, counsel for Equity One and the
Depositor, dated the Closing Date, to the effect that:
(i) Each of the Depositor and Equity One is a
corporation duly organized and validly existing under the laws
of the state of its incorporation with all corporate power and
authority necessary to own or hold its properties, to conduct
its business as described in the Final Prospectus and to enter
into and perform its obligations under this Agreement and the
Pooling and Servicing Agreement and is duly qualified to do
business where its ownership or lease of property or the
conduct of its business requires such qualification.
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(ii) The Pooling and Servicing Agreement has been
duly authorized, executed and delivered by, and constitutes a
legal, valid and binding instrument enforceable against each
of the Depositor and Equity One in accordance with its terms
(subject to applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium or other laws affecting
creditors' rights generally from time to time in effect) (such
opinion may also state that the enforceability of the
obligations of Equity One and the Depositor is subject to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law)).
(iii) The Certificates and the Class R Certificates
have been duly authorized and, when executed and authenticated
in accordance with the provisions of the Pooling and Servicing
Agreement and delivered to and paid for by the Underwriter
pursuant to this Agreement, will be validly issued and
outstanding and will be entitled to the benefits of the
Pooling and Servicing Agreement.
(iv) To the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving Equity One, the Depositor, any Seller or
any of their subsidiaries, of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed in the Final Prospectus, and there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not
described or filed as required.
(v) The Certificates and the Pooling and Servicing
Agreement conform in all material respects to the descriptions
thereof contained in the Registration Statement and the Final
Prospectus.
(vi) The Registration Statement has become effective
under the Act; any required filing of the Basic Prospectus,
any Preliminary Prospectus Supplement, and the Final
Prospectus, and any supplements thereto, pursuant to Rule
424(b) has been made in the manner and within the time period
required by Rule 424(b); to the knowledge of such counsel, no
stop order suspending the effectiveness of the Registration
Statement has been issued, no proceedings
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for that purpose have been instituted or threatened, and the
Registration Statement and the Final Prospectus (other than
Computational Materials, the financial statements and other
financial and statistical information contained therein as to
which such counsel need express no opinion) comply as to form
in all material respects with the applicable requirements of
the Act, the Exchange Act and the respective rules there-
under; and such counsel has no reason to believe that at the
Effective Date the Registration Statement contained any untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading or that the Final
Prospectus, at the date thereof or at the Closing Date,
included or includes any untrue statement of a material fact
or omitted or omits to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading
(other than Computational Materials, the financial statements
and other financial and statistical information contained
therein as to which such counsel need express no opinion).
(vii) This Agreement has been duly authorized,
executed and delivered by Equity One and the Depositor.
(viii) The statements in the Registration Statement
and the Final Prospectus under the headings "Summary of Terms
--Federal Income Tax Consequences", "Federal Income Tax
Consequences" and "ERISA Considerations" in the prospectus
supplement and "Summary of Terms--Federal Income Tax
Consequences", "Summary of Terms--ERISA Considerations",
"Federal Income Tax Consequences", "State Tax Consequences"
and "ERISA Considerations" in the basic prospectus, to the
extent that they constitute matters of law or legal
conclusions with respect thereto, are correct in all material
respects.
(ix) The statements in the Final Prospectus under the
headings "Risk Factors--Certain Other Legal Aspects of the
Loans" and "Certain Legal Aspects of the Loans" in the basic
prospectus, to the extent that they constitute matters of law
or legal conclusions with respect thereto, provide a fair and
accurate summary of such law or conclusions.
(x) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and neither the Depositor nor the Trust Fund
is required to be registered under the
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Investment Company Act of 1940, as amended.
(xi) The trust fund as described in the Final
Prospectus and the Pooling and Servicing Agreement will
qualify as a "real estate mortgage investment conduit"
("REMIC") within the meaning of Section 860D of the Internal
Revenue Code of 1986, as amended (the "Code"), the
Certificates will be treated as "regular interests" in such
REMIC and the Class R Certificates will be treated as the
single class of "residual interests" in such REMIC, assuming:
(i) an election is made to treat the trust funds as a REMIC,
(ii) compliance with the Pooling and Servicing Agreement and
(iii) compliance with changes in the law, including any
amendments to the Code or applicable Treasury regulations
thereunder.
(xii) No consent, approval, authorization, order,
registration, filing, qualification, license or permit of or
with any court or governmental agency or body is required for
the consummation of the transactions contemplated herein
except such as have been obtained under the Act, such as may
be required under the blue sky laws of any jurisdiction in
connection with the purchase and distribution of the
Certificates by the Underwriter, and such other approvals
(specified in such opinion) as have been obtained.
(xiii) Neither the execution and delivery of the
Pooling and Servicing Agreement, the issue and sale of the
Certificates, nor the consummation of any other of the
transactions herein contemplated nor the fulfillment of the
terms hereof or of the Pooling and Servicing Agreement will
conflict with, result in a breach of, or constitute a default
under the charter or by-laws of Equity One or the Depositor or
the terms of any indenture or other agreement or instrument
known to such counsel and to which Equity One or the Depositor
is a party or bound, or, to the knowledge of such counsel, any
law, order or regulation applicable to Equity One, or the
Depositor of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction
over Equity One or the Depositor.
(xiv) to the best knowledge of such counsel and
except as set forth in the Prospectus, no default exists and
no event has occurred which, with notice, lapse of time or
both, would constitute a default in the due performance and
observance of any term, covenant or condition of any agreement
to which the Depositor is a party or by which it is bound,
which default is or would have a material adverse effect on
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the financial condition, earnings, prospects, business or
properties of the Depositor, taken as a whole;
(xv) to the best knowledge of such counsel, the
Depositor has obtained all material licenses, permits and
other governmental authorizations that are necessary to the
conduct of its business; such licenses, permits and other
governmental authorizations are in full force and effect, and
the Depositor is in all material respects complying therewith;
and the Depositor is otherwise in compliance with all laws,
rules, regulations and statutes of any jurisdiction to which
it is subject, except where non-compliance would not have a
material adverse effect on the Depositor;
In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the
Commonwealth of Pennsylvania, the State of Delaware, the State of New
Jersey or the United States, to the extent deemed proper by such
counsel and specified in such opinion, upon the opinion of other
counsel of good standing believed to be reliable by such counsel and
who are satisfactory to counsel for the Underwriter and (B) as to
matters of fact, to the extent deemed proper by such counsel, on
certificates of responsible officers of Equity One, the Depositor, the
Sellers and the other parties to this Agreement and the Pooling and
Servicing Agreement, and of public officials. References to the Final
Prospectus in this paragraph (b) include any supplements thereto at the
Closing Date.
(c) The Underwriter shall have received from Brown & Wood LLP,
counsel for the Underwriter, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of the
Certificates, the Pooling and Servicing Agreement, this Agreement, the
Registration Statement, the Final Prospectus and other related matters
as the Underwriter may reasonably require, and shall have furnished to
such counsel such documents as they reasonably request for the purpose
of enabling them to pass on such matters.
(d) The Underwriter shall have received from Price Waterhouse
LLP, certified public accountants, two letters, one such letter dated
the date hereof and satisfactory in form and substance to the
Underwriter and its counsel, confirming that they are independent
accountants within the meaning of the Act and the Exchange Act and the
respective applicable published rules and regulations thereunder and
stating to the effect that they have performed certain specified
procedures as a result of which they determined that certain
information of an accounting, financial or
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statistical nature set forth in the Final Prospectus, agrees with the
provisions of the Pooling and Servicing Agreement and the records of
Equity One and the Sellers, and the other such letter dated the Closing
Date and satisfactory in form and substance to the Underwriter and its
counsel, confirming that the first such letter remains true as of the
Closing Date.
(e) The representations and warranties in this Agreement shall
be true and correct on and as of the Closing Date with the same effect
as though such representations and warranties had been made on and as
of such date, and the Underwriter shall have been furnished a
certificate of each of Equity One and the Depositor, signed by the
Chairman of the Board or the President and by the principal financial
or accounting officer of Equity One and the Depositor, respectively,
dated the Closing Date, to the effect that the signers of such
certificate have carefully examined the Registration Statement, the
Final Prospectus, any supplement to the Final Prospectus and this
Agreement and that:
(i) the representations and warranties of Equity One
and the Depositor in this Agreement are true and correct in
all material respects on and as of the Closing Date with the
same effect, as if made on the Closing Date, and each of
Equity One and the Depositor has complied with all the
agreements and satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing Date;
(ii) no stop order suspending the effectiveness of
the Registration Statement has been issued, and no proceedings
for that purpose have been instituted or, to such officer's
knowledge, threatened; and
(iii) since the date of Equity One's most recent
audited financial statements, there has been no material
adverse change, or any development respecting a prospective
change, in the condition (financial or other) of Equity One,
the Depositor or any Seller, whether or not arising from
transactions in the ordinary course of business.
(f) Prior to the Closing Date, Equity One, the Depositor, and
each Seller shall have furnished to the Underwriter such further
information, certificates and documents as the Underwriter may
reasonably request.
(g) The Certificates have been given the rating of AAA by
Standard & Poor's Ratings Services and Aaa by Moody's Investors
Service, Inc.
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(h) The Underwriter shall have received from counsel to the
Trustee an opinion, dated the Closing Date and satisfactory in form and
substance to the Underwriter and its counsel to the effect that:
(i) the Trustee is duly organized and validly
existing as a New York banking corporation with the power and
authority under the laws of New York to conduct business and
affairs as a trustee;
(ii) the Trustee has the corporate power and lawful
authority to perform the duties and obligation of trustee
under, to act as successor Servicer upon the terms and
conditions set forth in, and to accept the trust contemplated
by, the Pooling and Servicing Agreement;
(iii) the Pooling and Servicing Agreement has been
duly authorized, executed, delivered and accepted by the
Trustee, and the Pooling and Servicing Agreement is a legal,
valid and binding obligation enforceable against the Trustee
in accordance with its terms (subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization
and other laws affecting creditors' rights generally from time
to time in effect) (such opinion may also state that the
enforceability of the Trustee's obligations is subject to
general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law));
(iv) the Certificates have been duly authenticated by
the Trustee; and
(v) neither the execution nor delivery by the Trustee
of the Pooling and Servicing Agreement nor the consummation of
any of the transactions contemplated thereby require the
consent or approval of, the giving of notice to, the
registration with, or the taking of any other action with
respect to, any governmental authority or agency under any
existing federal or state law governing the banking or trust
powers of the Trustee.
(i) The Underwriter shall have received such opinions,
addressed to the Underwriter and dated the Closing Date, as are
delivered to the Rating Agencies.
(j) The Underwriter shall have received an opinion from
Stradley, Ronon, Stevens & Young, LLP, counsel for Equity One and the
Depositor, dated the Closing Date and satisfactory in form and
substance to the Underwriter
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regarding the true-sale of the Mortgage Loans by the Sellers to the
Depositor and by the Depositor to the Trustee, for the benefit of
Certificateholders.
(k) The Underwriter shall have received an opinion from
counsel for Equity One and the Depositor, dated the Closing Date and
satisfactory in form and substance to the Underwriter regarding
substantive consolidation.
(l) The Underwriter shall have received an opinion from
Counsel to the Insurer, dated the Closing Date and satisfactory in form
and substance to the Underwriter, addressed to the Underwriter and the
Trustee.
(m) The Underwriter shall have received a fully executed
Insurance Agreement by and among Equity One, the Depositor and the
Insurer, dated as of June 1, 1997 (the "Insurance Agreement"), and all
representations and warranties thereunder or made pursuant thereto
shall be true and correct, and the Depositor shall have performed its
obligations thereunder.
(n) The Policy relating to the Certificates shall have been
duly executed and issued at or prior to the Closing Date and shall
conform in all material respects to the description thereof in the
Final Prospectus.
(o) Subsequent to the Execution Time, there shall not have
been any reduction or withdrawal by any "nationally recognized
statistical rating organization" (as defined for purposes of Rule
436(g) under the Securities Act) of the current rating of any
securities issued or originated by the Depositor or Equity One or any
notice given of any intended or potential reduction in or withdrawal of
any such rating or of a possible change in any such rating that does
not indicate the direction of the possible change.
(p) Subsequent to the respective dates as of which information
is given in the Registration Statement and the Final Prospectus and the
date of the most recent audited financial statements of Equity One,
there shall not have been any change, or any development involving a
prospective change, which has not been disclosed to the Underwriter on
or before the date hereof in or affecting the condition, financial or
otherwise, of Equity One, the Depositor or any Seller the effect of
which is, in the reasonable judgment of the Underwriter, so material
and adverse as to make it impractical or inadvisable to proceed with
the offering or the delivery of the Certificates as contemplated by the
Registration Statement and the Final Prospectus.
If any of the conditions specified in this Section 6 shall
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not have been fulfilled in all material respects when and as provided in this
Agreement, or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, this Agreement and all obligations of the Underwriter hereunder may
be canceled at, or at any time prior to, the Closing Date by the Underwriter.
Notice of such cancellation shall be given to the Depositor and Equity One in
writing or by telephone or telegraph confirmed in writing.
7. Reimbursement of Underwriter's Expenses. If the sale of the
Certificates provided for herein is not consummated because any condition to the
obligations of the Underwriter set forth in Section 6 hereof is not satisfied,
because of any termination pursuant to Section 10 hereof or because of any
refusal, inability or failure on the part of Equity One or the Depositor to
perform any agreement herein or comply with any provision hereof other than by
reason of a default by the Underwriter, the Depositor will reimburse the
Underwriter upon demand for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) that shall have been incurred by it in
connection with the proposed purchase and sale of the Certificates.
8. Indemnification and Contribution. (a) Equity One and the Depositor,
jointly and severally, agree to indemnify and hold harmless the Underwriter and
each person who controls the Underwriter within the meaning of either the Act or
the Exchange Act against any and all losses, claims, damages or liabilities,
joint or several, to which they or any of them may become subject under the Act,
the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, the Basic Prospectus, any Preliminary Prospectus
Supplement or the Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that (i) neither Equity
One nor the Depositor will be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon any such
untrue statement or alleged untrue statement or omission or alleged omission
made (x) therein in reliance upon and in conformity with written information
furnished to the Depositor by the Underwriter specifically for inclusion
therein, or (y) in any Derived Information (as defined in Section 9 below)
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included by the Underwriter in any Computational Materials provided by the
Underwriter to the Depositor or any amendment or supplement thereof unless such
untrue statement or alleged untrue statement or omission or alleged omission
made in any Derived Information results from an error or omission in any
Seller-Provided Information (as defined herein), and (ii) such indemnity with
respect to any Preliminary Prospectus Supplement or Computational Materials
shall not inure to the benefit of the Underwriter (or any person controlling the
Underwriter) from whom the person asserting any such loss, claim, damage or
liability purchased the Certificates which are the subject thereof if such
person did not receive a copy of the Final Prospectus (or the Final Prospectus
as supplemented) at or prior to the confirmation of the sale of such
Certificates to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in the
Preliminary Prospectus Supplement was corrected in the Final Prospectus (or the
Final Prospectus as supplemented). This indemnity agreement will be in addition
to any liability which Equity One or the Depositor may otherwise have.
(b) The Underwriter agrees to indemnify and hold harmless Equity One
and the Depositor, each of their respective directors, each of their respective
officers who signs the Registration Statement, and each person who controls
Equity One or the Depositor within the meaning of either the Act or the Exchange
Act, to the same extent as the foregoing indemnity from Equity One and the
Depositor to the Underwriter, but only with reference to (x) written information
relating to the Underwriter furnished to the Depositor by the Underwriter
specifically for inclusion in the documents referred to in the foregoing
indemnity or (y) any Derived Information included by the Underwriter in any
Computational Materials provided by the Underwriter to the Depositor or any
amendment or supplement thereof; provided, however that the indemnity with
respect to clause (y) above shall not apply to any untrue statement or alleged
untrue statement or omission or alleged omission made in any Derived Information
that results from an error or omission in any Seller-Provided Information. This
indemnity agreement will be in addition to any liability which the Underwriter
may otherwise have. For the purpose of clause (x) of this indemnity, Equity One
and the Depositor acknowledge that the statements set forth in the last
paragraph of the cover page and under the heading "Underwriting" in any
Preliminary Prospectus Supplement or the Final Prospectus constitute the only
information furnished in writing by the Underwriter for inclusion in the
documents referred to in the foregoing indemnity, and you, as the Underwriter,
confirm that such statements are correct.
(c) Promptly after receipt by an indemnified party under this Section 8
of notice of the commencement of any action, such indemnified party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 8,
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notify the indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section 8. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to appoint counsel satisfactory to such indemnified party
to represent the indemnified party in such action; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to defend such action on behalf of such indemnified
party or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to appoint counsel to defend such action
and approval by the indemnified party of such counsel, the indemnifying party
will not be liable to such indemnified party under this Section 8 for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof unless (i) the indemnified party shall have employed
separate counsel in accordance with the proviso to the preceding sentence (it
being understood, however, that the indemnifying party shall not be liable for
the expenses of more than one separate counsel, approved by the Underwriter in
the case of paragraph (a) of this Section 8, representing the indemnified
parties under such paragraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party within a reasonable
time after notice of commencement of the action, (iii) the indemnifying party
has authorized the employment of counsel for the indemnified party at the
expense of the indemnifying party or (iv) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such counsel
with a conflict of interest; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii).
(d) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) of this
Section 8 is due in accordance with its terms but is for any reason held by a
court to be unavailable from Equity One or the Depositor on grounds of policy or
otherwise, Equity One and the Depositor, on the one hand, and the Underwriter,
on the other, shall contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in connection
with investigating or defending same) to which Equity One and the Depositor, on
the one hand, and the Underwriter, on the other, may
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be subject in such proportion so that the Underwriter is responsible for that
portion represented by the percentage that the underwriting discount bears to
the sum of such discount and the purchase price of the Certificates, and Equity
One and the Depositor are responsible for the balance; provided, however, that
no person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls the Underwriter within the meaning of the Act shall
have the same rights to contribution as the Underwriter, and each person who
controls Equity One or the Depositor within the meaning of either the Act or the
Exchange Act, each officer of Equity One or the Depositor and each director of
Equity One or the Depositor shall have the same rights to contribution as Equity
One and the Depositor, subject in each case to the proviso to the first sentence
of this paragraph (d). Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such
party in respect of which a claim for contribution may be made against another
party or parties under this paragraph (d), notify such party or parties from
whom contribution may be sought, but the omission to so notify such party or
parties shall not relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have hereunder or otherwise than
under this paragraph (d).
9. Computational Materials. It is understood that the Underwriter may
provide to prospective investors certain Computational Materials and ABS Term
Sheets in connection with your offering of the Certificates, subject to the
following conditions:
(a) The Underwriter shall comply with all applicable laws and
regulations in connection with the use of Computational Materials, including the
No-Action Letter of May 20, 1994 issued by the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated and Kidder
Structured Asset Corporation, as made applicable to other issuers and
underwriters by the Commission in response to the request of the Public
Securities Association dated May 24, 1994 (collectively, the "Kidder/PSA
Letter"), as well as the PSA Letter referred to below. The Underwriter shall
comply with all applicable laws and regulations in connection with the use of
ABS Term Sheets, including the No Action Letter of February 17, 1995 issued by
the Commission to the Public Securities Association (the PSA Letter" and,
together with the Kidder/PSA Letter, the "No-Action Letters").
(b) For purposes hereof, "Computational Materials" as used herein shall
have the meaning given such term in the No-Action Letters, but shall include
only those Computational Materials that have been prepared or delivered to
prospective
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investors by or at the direction of the Underwriter. For purposes hereof, "ABS
Term Sheets" and "Collateral Term Sheets" as used herein shall have the meanings
given such terms in the PSA Letter but shall include only those ABS Term Sheets
or Collateral Term Sheets that have been prepared or delivered to prospective
investors by or at the direction of the Underwriter.
(c) (i) All Computational Materials and ABS Term Sheets provided to
prospective investors that are required to be filed with the Commission pursuant
to the No-Action Letters shall bear a legend on each page including the
following statement:
"THE INFORMATION HEREIN IS PRELIMINARY, AND WILL BE SUPERSEDED BY THE
APPLICABLE PROSPECTUS SUPPLEMENT AND BY ANY OTHER INFORMATION
SUBSEQUENTLY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION."
(ii) In the case of Collateral Term Sheets, such legend shall also
include the following statement:
"THE INFORMATION CONTAINED HEREIN WILL BE SUPERSEDED BY THE DESCRIPTION
OF THE MORTGAGE POOL CONTAINED IN THE PROSPECTUS SUPPLEMENT RELATING TO
THE CERTIFICATES AND [EXCEPT WITH RESPECT TO THE INITIAL COLLATERAL
TERM SHEET] SUPERSEDES ALL INFORMATION CONTAINED IN ANY COLLATERAL TERM
SHEETS RELATING TO THE MORTGAGE POOL PREVIOUSLY PROVIDED BY SALOMON
BROTHERS INC."
The Depositor shall have the right to require additional specific legends or
notations to appear on any Computational Materials or ABS Term Sheets, the right
to require changes regarding the use of terminology and the right to determine
the types of information appearing therein. Notwithstanding the foregoing, this
subsection (c) will be satisfied if all Computational Materials and ABS Term
Sheets referred to therein bear a legend in a form previously approved in
writing by the Depositor.
(d) The Underwriter shall provide the Depositor with representative
forms of all Computational Materials and ABS Term Sheets prior to their first
use, to the extent such forms have not previously been approved by the Depositor
for use by the Underwriter. The Underwriter shall provide to the Depositor, for
filing on Form 8-K, copies (in such format as required by the Depositor) of all
Computational Materials and ABS Term Sheets that are required to be filed with
the Commission pursuant to the No-Action Letters. The Underwriter may provide
copies of the foregoing in a consolidated or aggregated form including all
information required to be filed. All Computational Materials and ABS Term
Sheets described in this subsection (d) must be provided to the Depositor not
later than 10:00 a.m. New York time one business day before filing thereof is
required pursuant to the terms of this Agreement. The Underwriter agrees that it
will not
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provide to any investor or prospective investor in the Certificates any
Computational Materials or ABS Term Sheets on or after the day on which
Computational Materials and ABS Term Sheets are required to be provided to the
Depositor pursuant to this Section 9(d) (other than copies of Computational
Materials or ABS Term Sheets previously submitted to the Depositor in accordance
with this Section 9(d) for filing with the Commission), unless such
Computational Materials or ABS Term Sheets are preceded or accompanied by the
delivery of a Prospectus to such investor or prospective investor.
(e) All information included in the Computational Materials and ABS
Term Sheets shall be generated based on substantially the same methodology and
assumptions that are used to generate the information in the Prospectus
Supplement as set forth therein; provided, however, that the Computational
Materials and ABS Term Sheets may include information based on alternative
methodologies or assumptions if specified therein. If any Computational
Materials or ABS Term Sheets that are required to be filed were based on
assumptions with respect to the Mortgage Loans included in the Trust that differ
from the final Pool Information in any material respect or on Certificate
structuring terms that were revised in any material respect prior to the
printing of the Prospectus, the Underwriter shall prepare revised Computational
Materials or ABS Term Sheets, as the case may be, based on the final Pool
Information and structuring assumptions, circulate such revised Computational
Materials and ABS Term Sheets to all recipients of the preliminary versions
thereof that indicated or subsequently indicate orally to the Underwriter they
will purchase all or any portion of the Certificates, and include such revised
Computational Materials and ABS Term Sheets (marked, "as revised") in the
materials delivered to the Depositor pursuant to subsection (d) above. As used
herein, "Pool Information" means information with respect to the characteristics
of the Mortgage Loans, as provide by or on behalf of the Depositor to the
Underwriter in final form and set forth in the Prospectus Supplement.
(f) The Depositor shall not be obligated to file any Computational
Materials or ABS Term Sheets that have been determined to contain any material
error or omission; provided, however, that, at the request of the Underwriter,
the Depositor will file Computational Materials or ABS Term Sheets that contain
a material error or omission if clearly marked "superseded by materials dated
_____" and accompanied by corrected Computational Materials or ABS Term Sheets
that are marked, "material previously dated _____, as corrected." In the event
that, within the period during which the Prospectus relating to the Certificates
is required to be delivered under the Act, any Computational Materials or ABS
Term Sheets are determined, in the reasonable judgment of the Depositor or the
Underwriter, to contain a material error or omission, the Underwriter shall
prepare a
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corrected version of such Computational Materials or ABS Term Sheets, shall
circulate such corrected Computational Materials and ABS Term Sheets to all
recipients of the prior versions thereof that either indicated orally to the
Underwriter they would purchase all or any portion of the Certificates, or
actually purchased all or any portion thereof, and shall deliver copies of such
corrected Computational Materials and ABS Term Sheets (marked, "as corrected")
to the Depositor for filing with the Commission in a subsequent Form 8-K
submission.
(g) The Depositor and the Underwriter shall receive a letter from Price
Waterhouse LLP, certified public accountants, satisfactory in form and substance
to the Depositor and the Underwriter, to the effect that such accountants have
performed certain specified procedures agreed to by the Depositor and the
Underwriter, as a result of which they determined that the specified information
that is included in the Computational Materials and ABS Term Sheets (if any)
provided by the Underwriter to the Depositor for filing on Form 8-K as provided
in this Section 9 has been accurately computed or compiled from the Depositor
Provided Information.
(h) If the Underwriter does not provide any Computational Materials
or ABS Term Sheets to the Depositor pursuant to subsection (d) above, the
Underwriter shall be deemed to have represented, as of the Closing Date, that it
did not provide any prospective investors with any information in written or
electronic form in connection with the offering of the Certificates that is
required to be filed with the Commission in accordance with the No-Action
Letters.
(i) In the event of any delay in the delivery by the Underwriter to the
Depositor of all Computational Materials and ABS Term Sheets required to be
delivered in accordance with subsection (d) above, or in the delivery of the
accountant's comfort letter in respect thereof pursuant to Section 9(g), the
Depositor shall have the right to delay the release of the Prospectus to
investors or to the Underwriter, to delay the Closing Date and to take other
appropriate actions in each case as necessary in order to allow the Depositor to
comply with its obligation to file the Computational Materials and ABS Term
Sheets with the Commission.
(j) For purposes of this Agreement, as to the Underwriter, the term
"Derived Information" means such portion, if any, of the information that is:
(i) delivered to the Depositor by the Underwriter pursuant
to this Section 9 for filing with the Commission on Form 8-K;
(ii) is not contained in the Final Prospectus without taking
into account information incorporated therein by reference; and
24
<PAGE>
(iii) does not constitute Seller-Provided Information.
"Seller-Provided Information" means any computer tape concerning the
assets comprising the Trust Fund and any other information with respect
to the Certificates or the Mortgage Loans furnished to the Underwriter
by the Depositor for use as contemplated herein.
10. Termination. This Agreement shall be subject to termination in the
absolute discretion of the Underwriter, by notice given to the Depositor and
Equity One prior to delivery of and payment for the Certificates, if prior to
such time (i) trading in securities generally on the New York Stock Exchange
shall have been suspended or limited or minimum prices shall have been
established on such Exchange, (ii) a banking moratorium shall have been declared
either by Federal or New York State authorities or (iii) there shall have
occurred any outbreak or material escalation of hostilities, declaration by the
United States of a national emergency or war or other calamity or crisis the
effect of which on the financial markets of the United States is such as to make
it, in the judgment of the Underwriter, impracticable or inadvisable to proceed
with the offering or delivery of the Certificates as contemplated by the Final
Prospectus (exclusive of any supplement thereto).
11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
Equity One or the Depositor or their respective officers and of the Underwriter
set forth in or made pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf of the Underwriter,
Equity One or the Depositor or any of the officers, directors or controlling
persons referred to in Section 8 hereof, and will survive delivery of and
payment for the Certificates. The provisions of Sections 7 and 8 hereof shall
survive the termination or cancellation of this Agreement.
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Underwriter, will be mailed,
delivered or telegraphed and confirmed to Salomon Brothers Inc, Seven World
Trade Center, New York, New York 10048; or, if sent to the Depositor or Equity
One, will be mailed, delivered or telegraphed and confirmed to Equity One at
Equity One, Inc., 523 Fellowship Road, Suite 220, Mt. Laurel, New Jersey 08054,
attention: Treasurer, and to the Depositor at 103 Springer Building, 3411
Silverside Road, Wilmington, Delaware 19810, attention: Treasurer.
13. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective
25
<PAGE>
successors and the officers and directors and controlling persons referred to in
Section 8 hereof, and no other person will have any right or obligation
hereunder.
14. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.
15. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed to be an original, but all such
Counterparts will together constitute one and the same agreement.
26
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof, whereupon
this letter and your acceptance shall represent a binding agreement among Equity
One, the Depositor and the Underwriter.
Very truly yours,
EQUITY ONE ABS, INC.
By: /s/ Dennis Kildea
------------------------------
Name: Dennis Kildea
Title: Vice President
EQUITY ONE, INC.
By: /s/ John N. Martella
------------------------------
Name: John N. Martella
Title: Senior Vice President
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written
SALOMON BROTHERS INC
By: /s/ Ted K. Yarbrough
--------------------------
Name: Ted K. Yarbrough
Title: Vice President
27
<PAGE>
SCHEDULE I
TO
UNDERWRITING
AGREEMENT
Mortgage Pass-Through
Certificates, Principal Purchase
Series 1997-1 Amount Price
--------------------- --------- --------
Class A-1 $31,000,000 99.8177%
Class A-2 $24,200,000 99.7410%
Class A-3 $14,500,000 99.6706%
Class A-4 $12,000,000 99.6235%
Class A-5 $21,141,606 99.4577%
<PAGE>
RESTATED CERTIFICATE OF INCORPORATION
OF
EQUITY ONE ABS, INC.
Equity One ABS, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
1. The name of the Corporation is Equity One ABS, Inc. The Certificate
of Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on March 26, 1997.
2. The Corporation has not received any payment for any of its stock.
3. Pursuant to Sections 241 and 245 of the General Corporation Law of
the State of Delaware, as amended (the "GCL"), this Restated Certificate of
Incorporation restates, integrates and further amends the provisions of the
Restated Certificate of Incorporation of the Corporation.
4. The text of the Restated Certificate of Incorporation of the
Corporation is hereby restated and further amended to read in its entirety as
follows:
FIRST: The name of the Corporation is EQUITY ONE ABS, INC. (the
"Corporation").
SECOND: The address of the Corporation's registered office in the
State of Delaware is 3411 Silverside Road, in the City of Wilmington,
County of New Castle. The name of the Corporation's registered agent
at such address is Organization Services, Inc.
THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage solely in the following
activities, subject to applicable laws and regulations:
a. To acquire, purchase, own, hold, sell, assign,
transfer, pledge or otherwise dispose of:
(1) interests in (A) loan agreements,
promissory notes or other evidences of indebtedness
(the "Mortgage Loans") secured by mortgages, deeds of
trust, pledge agreements or other security devices
creating first and/or subordinate liens on one- to
four-family residential properties, detached or
semi-detached one- to four-family dwelling units,
townhouses, rowhouses, individual condominium units,
<PAGE>
individual units in planned unit developments, and
certain other dwelling units (the "Single Family
Properties") or mixed use properties which include
one- to four-family residential dwelling units and
space used for retail, professional or other
commercial uses (together with the Single Family
Properties, the "Properties"), (B) closed-end and/or
revolving home equity loans (the "Home Equity Loans")
secured by first and/or subordinate liens on Single
Family Properties and/or (C) home improvement sale
contracts and installment sale agreements (the "Home
Improvement Contracts" and, together with the Home
Equity Loans and the Mortgage Loans, the "Loans")
that are either unsecured or secured primarily by
subordinate liens on Single Family Properties or by
purchase money security interests in the home
improvements financed thereby;
(2) mortgage-backed securities insured
and/or guaranteed as to timely payment of interest
and/or principal by the Government National Mortgage
Association, Federal National Mortgage Association or
Federal Home Loan Mortgage Corporation; and
(3) mortgage pass-through certificates,
mortgage pay-through notes, collateralized mortgage
obligations and other asset-backed securities and
instruments issued by a trust (including a business
trust), a financial institution or other entity
engaged generally in the business of mortgage
lending, a public agency or instrumentality of a
state, local or federal government, or a limited
purpose corporation engaged in the business of
establishing trusts and acquiring and selling
residential loans to such trusts and selling
beneficial interests in such trusts.
b. To act as settlor or depositor of trusts formed under a
trust agreement, pooling and servicing agreement, master
servicing agreement, servicing agreement or other
agreement to issue one or more series (any of which series
may be issued in one or more classes) of trust
certificates ("Certificates") representing interests in
Loans and/or to issue pursuant to an indenture or other
agreement one or more series (any of which series may be
issued in one or more classes) of bonds, notes or other
evidences of indebtedness ("Debt Obligations")
collateralized by Loans and/or other property and to enter
into any other
2
<PAGE>
agreement in connection with the authorization, issuance,
sale and delivery of Certificates and/or Debt Obligations
(collectively, the "Securities").
c. To acquire, own, hold, pledge, sell, transfer, assign
or otherwise deal with Securities, including Securities
representing a senior interest in Loans ("Senior
Interests"), representing a subordinated interest in Loans
("Subordinated Interests") or a residual interest in Loans
("Residual Interests").
d. To loan or invest or otherwise apply proceeds from
Loans, funds received in respect of Securities, Senior
Interests, Subordinated Interests or Residual Interests
and any other income, as determined by the Corporation's
Board of Directors.
e. To engage in any lawful act or activity and to exercise
any powers permitted to corporations organized under the
GCL that are incidental to and necessary or convenient for
the accomplishment of the foregoing purposes.
FOURTH: The total number of shares of all classes of capital
stock that the Corporation shall have authority to issue is 1,000
shares of common stock, and the par value of such shares shall be
$0.01 per share.
FIFTH: The name and mailing address of the sole incorporator is
as follows:
Gilbert B. Warren
103 Springer Building
3411 Silverside Road
Wilmington, DE 19810
SIXTH: The Corporation is to have perpetual existence.
SEVENTH: The following provisions are inserted for the management
of the business and the conduct of the affairs of the Corporation, and
for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:
1. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.
2. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors shall have
concurrent power with the stockholders to
3
<PAGE>
make, alter, amend, change, add to or repeal the bylaws
of the Corporation.
3. The number of directors of the Corporation shall
initially be five and thereafter shall be as from time to
time fixed by, or in the manner provided in, the bylaws of
the Corporation. Election of directors need not be by
written ballot unless the bylaws so provide.
4. At least one director of the Corporation will not be
a director, officer or employee of any direct or indirect
parent of the Corporation or of any affiliate of such
parent.
5. In addition to the powers and authority hereinabove
or by statute expressly conferred upon them, the directors
are hereby empowered to exercise all such powers and do all
such acts and things as may be exercised or done by the
Corporation, subject nevertheless to the provisions of the
GCL, this Certificate of Incorporation and the bylaws of the
Corporation; provided, however, that no bylaw hereafter
adopted by the stockholders shall invalidate any prior act
of the directors that would have been valid if such bylaw
had not been adopted. The Corporation's Board of Directors
will duly authorize all of the Corporation's actions.
6. The Corporation's funds and other assets will not be
commingled with those of any of its stockholders or of any
direct or indirect parent of the Corporation or of any
affiliate of any such parent.
7. The Corporation will maintain separate corporate
records and books of account from those of any of its
stockholders or of any direct or indirect parent of the
Corporation or of any affiliate of any such parent.
EIGHTH: The Corporation shall not issue, assume or guarantee any
debt securities unless such debt securities are acceptable to the
rating agencies that have rated any outstanding Securities and such
issuance, assumption or guarantee will not result in the downgrade or
withdrawal of the rating then assigned to any outstanding Securities
then rated by such rating agency.
NINTH: Whenever a compromise or arrangement is proposed between
the Corporation and its creditors or any class of them and/or between
the Corporation and its stockholders or any class of them, any court
of equitable
4
<PAGE>
jurisdiction within the State of Delaware may, on the application in a
summary way of the Corporation or of any creditor or stockholder
thereof or on the application of any receiver or receivers appointed
for the Corporation under the provisions of Section 291 of the GCL or
on the application of trustees in dissolution or of any receiver or
receivers appointed for the Corporation under the provisions of
Section 279 of the GCL, order a meeting of the creditors or class of
creditors and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the
said court directs. If a majority in number representing three-fourths
in value of the creditors or class of creditors and/or of the
stockholders or class of stockholders of the Corporation, as the case
may be, agree to any compromise or arrangement and to any
reorganization of the Corporation as a consequence of such compromise
or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors and/or on all the stockholders or class of stockholders of
the Corporation, as the case may be, and also on the Corporation.
TENTH: Notwithstanding any other provision of this Certificate of
Incorporation and any provision of law that otherwise so empowers the
Corporation, the Corporation, for so long as any rated Securities
remain outstanding, shall not:
(i) engage in any business or activity other than those
set forth in Article THIRD;
(ii) dissolve or liquidate, in whole or in part;
consolidate or merge with or into any other entity or convey
or transfer its properties and assets substantially as an
entirety to any entity, unless:
(A) the entity (if other than the Corporation)
formed or surviving the consolidation or merger or
which acquires the properties and assets of the
Corporation, is organized and existing under the laws
of the State of Delaware, expressly assumes the due
and punctual payment of, and all obligations of the
Corporation, and has a Certificate of Incorporation
containing provisions identical to the provisions of
Articles THIRD, SEVENTH, EIGHTH, TENTH and FOURTEENTH
of this Certificate of Incorporation;
(B) immediately after giving effect to the
transaction, no default or event of default has
5
<PAGE>
occurred and is continuing under any indebtedness
of the Corporation or any agreements relating to
such indebtedness; and
(C) the Corporation receives written
confirmation from each rating agency then rating any
outstanding Securities that such merger or
consolidation will not result in the downgrade or
withdrawal of the rating then assigned to any
Securities then rated by such rating agency; and
(iii) without the affirmative vote of 100% of the
members of the Board of Directors of the Corporation,
institute proceedings to be adjudicated bankrupt or
insolvent, or consent to the institution of bankruptcy or
insolvency proceedings against it, or file a petition
seeking or consent to reorganization or relief under any
applicable federal or state law relating to bankruptcy, or
consent to the appointment of a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official)
of the Corporation or a substantial part of its property, or
make any assignment for the benefit of creditors, or admit
in writing its inability to pay its debts generally as they
become due, or dissolve, liquidate, consolidate, merge or
sell all or substantially all of the assets of the
Corporation.
ELEVENTH: The Board of Directors, by the affirmative vote of a
majority of the whole Board, and irrespective of any personal interest
of its members, shall have authority to provide reasonable
compensation of all directors for services, ordinary or extraordinary,
to the Corporation as directors, officers or otherwise.
TWELFTH: Meetings of stockholders and directors may be held
within or without the State of Delaware, as the bylaws of the
Corporation may provide. The books and records of the Corporation may
be kept (subject to any provision contained in the GCL) outside the
State of Delaware.
THIRTEENTH: Each person who is or was a director or officer of
the Corporation, and each person who serves or has served at the
request of the Corporation as a director or officer (or its
equivalent) of another enterprise, shall be indemnified by the
Corporation to the fullest extent authorized by applicable law in
effect from time to time.
FOURTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provisions contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred
6
<PAGE>
upon stockholders herein are granted subject to this reservation;
provided that no such amendment of Articles THIRD, SEVENTH, EIGHTH,
TENTH and FOURTEENTH shall be effective without the Corporation having
received confirmation from each rating agency rating any outstanding
Securities that such amendment shall not result in the termination or
lowering of the rating of such Securities.
IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed by a duly authorized officer of the Corporation this 27th day of June,
1997.
/s/ George P. Warren, Jr.
--------------------------
George P. Warren, Jr.
Vice President
7
<PAGE>
===============================================================================
Equity One ABS, Inc.
Depositor
Equity One, Inc. (DE)
A Seller and the Servicer
Equity One, Incorporated, Equity One Mortgage Company,
Equity One Mortgage, Inc. (DE), Equity One, Inc. (MN), Equity One
Consumer Loan Company, Inc., Equity One of West Virginia, Inc.
and Equity One Mortgage, Inc. (NY)
Sellers
and
The Chase Manhattan Bank
Trustee
-----------------------------------
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1997
----------------------------------
MORTGAGE PASS THROUGH CERTIFICATES, Series 1997-1
===============================================================================
<PAGE>
TABLE OF CONTENTS
Page
----
PRELIMINARY STATEMENT....................................................... 1
ARTICLE I
DEFINITIONS................................................................. 1
Adjusted Mortgage Rate............................................. 1
Adjusted Net Mortgage Rate......................................... 1
Advance .......................................................... 1
Agreement.......................................................... 1
Amount Held for Future Distribution................................ 1
Available Funds.................................................... 1
Bankruptcy Code.................................................... 2
Beneficial Owner................................................... 2
Book-Entry Certificates............................................ 2
Business Day....................................................... 2
Call Option Date................................................... 2
Certificates....................................................... 2
Certificate Account................................................ 2
Certificate Balance................................................ 2
Certificate Formula Principal Amount............................... 2
Certificate Register............................................... 3
Certificate Registrar.............................................. 3
Certificateholder or Holder........................................ 3
Class .......................................................... 3
Class A Certificates............................................... 3
Class R Certificates............................................... 3
Class Certificate Balance.......................................... 3
Class Interest Shortfall........................................... 3
Class Unpaid Interest Amounts...................................... 4
Closing Date....................................................... 4
Closing Place...................................................... 4
Code .......................................................... 4
Corporate Trust Office............................................. 4
Custodial Agreement................................................ 4
Custodian.......................................................... 4
Cut-off Date....................................................... 4
Cut-off Date Pool Principal Balance................................ 4
Cut-off Date Principal Balance..................................... 4
Defective Loan..................................................... 4
Definitive Certificates............................................ 4
Deleted Loan....................................................... 4
Denomination....................................................... 5
Depositor.......................................................... 5
Depository......................................................... 5
Depository Participant............................................. 5
Determination Date................................................. 5
Distributable Funds................................................ 5
Distribution Account............................................... 5
i
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Page
----
Distribution Account Deposit Date.................................. 5
Distribution Date.................................................. 5
Due Date .......................................................... 5
Eligible Account................................................... 6
Equity One-Delaware................................................ 6
Equity One-Florida................................................. 6
Equity One-Minnesota............................................... 6
Equity One-New Hampshire........................................... 6
Equity One-New York................................................ 6
Equity One-North Carolina.......................................... 6
Equity One-Pennsylvania............................................ 6
Equity One-West Virginia........................................... 6
ERISA .......................................................... 7
Event of Default................................................... 7
Excess Proceeds.................................................... 7
Expense Rate....................................................... 7
FDIC .......................................................... 7
FHLMC .......................................................... 7
FIRREA .......................................................... 7
FNMA .......................................................... 7
I&I Payments....................................................... 7
Indirect Participant............................................... 7
Insurance Agreement................................................ 7
Insurance Policy................................................... 8
Insurance Proceeds................................................. 8
Insured Amount..................................................... 8
Insured Expenses................................................... 8
Insurer .......................................................... 8
Insurer Default.................................................... 8
Insurer's Monthly Premium.......................................... 8
Interest Accrual Period............................................ 8
Interest Distribution Amount....................................... 8
Investment Letter.................................................. 8
Latest Possible Maturity Date...................................... 8
Liquidated Loan.................................................... 9
Liquidation Proceeds............................................... 9
Loan Losses........................................................ 9
Loan-to-Value Ratio................................................ 9
Loans .......................................................... 9
Loan Schedule...................................................... 9
Majority in Interest............................................... 10
Monthly Spread Account Deposit Amount.............................. 10
Monthly Statement.................................................. 10
Moody's .......................................................... 10
Mortgage .......................................................... 10
Mortgage File...................................................... 10
Mortgage Note...................................................... 11
Mortgage Rate...................................................... 11
Mortgaged Property................................................. 11
Mortgagor.......................................................... 11
ii
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Page
----
Net Available Funds................................................ 11
Net Prepayment Interest Shortfalls................................. 11
Nonrecoverable Advance............................................. 11
Notice .......................................................... 11
Notice of Final Distribution....................................... 11
Officer's Certificate.............................................. 11
Opinion of Counsel................................................. 11
Optional Termination............................................... 12
Original Loan...................................................... 12
OTS .......................................................... 12
Outstanding........................................................ 12
Outstanding Loan................................................... 12
Ownership Interest................................................. 12
Pass-Through Rate.................................................. 12
Paying Agent....................................................... 12
Percentage Interest................................................ 12
Permitted Investments.............................................. 13
Permitted Transferee............................................... 14
Person .......................................................... 15
Policy .......................................................... 15
Pool Principal Balance............................................. 15
Preference Claim................................................... 15
Prepayment Interest Excess......................................... 15
Prepayment Interest Shortfall...................................... 15
Prepayment Period.................................................. 15
Primary Mortgage Insurance Policy.................................. 15
Principal Prepayment............................................... 16
Principal Prepayment in Full....................................... 16
Prospectus Supplement.............................................. 16
Purchase Price..................................................... 16
PTCE 95-60......................................................... 16
Qualified Insurer.................................................. 16
Rating Agency...................................................... 16
Record Date........................................................ 17
Refinance Loan..................................................... 17
Relief Act......................................................... 17
Relief Act Reductions.............................................. 17
REMIC.............................................................. 17
REMIC Change of Law................................................ 17
REMIC Provisions................................................... 17
Remittance Amount.................................................. 17
REO Property....................................................... 17
Request for Release................................................ 17
Required Insurance Policy.......................................... 18
Responsible Officer................................................ 18
Rule 144A Letter................................................... 18
Scheduled Payment.................................................. 18
Securities Act..................................................... 18
Sellers .......................................................... 18
Servicer .......................................................... 18
iii
<PAGE>
Page
----
Servicer Advance Date.............................................. 18
Servicing Advances................................................. 18
Servicing Amount................................................... 19
Servicing Fee...................................................... 19
Servicing Fee Rate................................................. 19
Servicing Officer.................................................. 19
S&P................................................................ 19
Specified Spread Account Requirement............................... 19
Spread Account..................................................... 20
Spread Account Deposit Amount...................................... 20
Spread Account Draw................................................ 20
Spread Account Excess.............................................. 20
Startup Day........................................................ 20
Stated Principal Balance........................................... 20
Step-down Date..................................................... 20
Streamlined Documentation Loan..................................... 20
Subservicer........................................................ 21
Substitute Loan.................................................... 21
Substitution Adjustment Amount..................................... 21
Tax Matters Person................................................. 21
Tax Matters Person Certificate..................................... 21
Transfer .......................................................... 21
Transfer Affidavit................................................. 21
Transferor Certificate............................................. 21
Trustee .......................................................... 21
Trustee Fee........................................................ 21
Trustee Fee Rate................................................... 21
Trust Fund......................................................... 21
Voting Rights...................................................... 22
Weighted Average Adjusted Net Mortgage Rate........................ 22
ARTICLE II
CONVEYANCE OF LOANS; REPRESENTATIONS AND WARRANTIES......................... 23
SECTION 2.01. Conveyance of Loans..................... 23
SECTION 2.02. Acceptance by Trustee of the Loans...... 26
SECTION 2.03. Representations, Warranties and
Covenants of the Sellers and the
Servicer................................ 28
SECTION 2.03A. Additional Obligations of Equity One-
Delaware................................ 31
SECTION 2.04. Representations and Warranties of the
Depositor as to the Loans............... 32
SECTION 2.05. Delivery of Opinion of Counsel in
Connection with Substitutions........... 32
SECTION 2.06. Execution and Delivery of Certificates.. 33
SECTION 2.07. REMIC Matters........................... 33
SECTION 2.08. Covenants of the Servicer............... 34
iv
<PAGE>
Page
----
ARTICLE III
ADMINISTRATION AND SERVICING OF LOANS....................................... 34
SECTION 3.01. Servicer to Service Loans............... 34
SECTION 3.02. Subservicing; Enforcement of the
Obligations of Servicers................ 35
SECTION 3.03. Rights of the Depositor and the Trustee
in Respect of the Servicer.............. 36
SECTION 3.04. Trustee to Act as Servicer.............. 36
SECTION 3.05. Collection of Loan Payments; Certificate
Account; Distribution Account; Spread
Account................................. 37
SECTION 3.06. Payment of Taxes, Assessments, Hazard
Insurance Premiums and Similar Items.... 40
SECTION 3.07. Access to Certain Documentation and
Information Regarding the Loans......... 40
SECTION 3.08. Permitted Withdrawals from the
Certificate Account and Distribution
Account................................. 41
SECTION 3.09. Maintenance of Hazard Insurance;
Maintenance of Primary Insurance
Policies................................ 42
SECTION 3.10. Enforcement of Due-on-Sale Clauses;
Assumption Agreements................... 43
SECTION 3.11. Realization Upon Defaulted Loans;
Repurchase of Certain Loans............. 45
SECTION 3.12. Trustee to Cooperate; Release of
Mortgage Files.......................... 47
SECTION 3.13. Documents Records and Funds in
Possession of Servicer to be Held for
the Trustee............................. 48
SECTION 3.14. Servicing Compensation.................. 49
SECTION 3.15. Access to Certain Documentation......... 49
SECTION 3.16. Annual Statement as to Compliance....... 50
SECTION 3.17. Annual Independent Public Accountants'
Servicing Statement; Financial
Statements.............................. 50
SECTION 3.18. Errors and Omissions Insurance; Fidelity
Bonds................................... 51
SECTION 3.19. Optional Removal of Servicer by the
Insurer................................. 51
ARTICLE IIIA
SPREAD ACCOUNT; POLICY...................................................... 52
SECTION 3A.01 Establishment of Spread Account;
Deposits in Spread Account; Permitted
Withdrawals from Spread Account......... 52
SECTION 3A.02 Policy.................................. 53
v
<PAGE>
Page
----
ARTICLE IV
DISTRIBUTIONS AND ADVANCES BY THE SERVICER.................................. 55
SECTION 4.01. Advances................................ 55
SECTION 4.02. Priorities of Distribution.............. 56
SECTION 4.03. Monthly Statements to
Certificateholders...................... 57
ARTICLE V
THE CERTIFICATES............................................................ 59
SECTION 5.01. The Certificates........................ 59
SECTION 5.02. Certificate Register; Registration of
Transfer and Exchange of Certificates... 60
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen
Certificates............................ 65
SECTION 5.04. Persons Deemed Owners................... 66
SECTION 5.05. Access to List of Certificateholders'
Names and Addresses..................... 66
SECTION 5.06. Maintenance of Office or Agency......... 67
ARTICLE VI
THE DEPOSITOR AND THE SERVICER.............................................. 67
SECTION 6.01. Respective Liabilities of the Depositor
and the Servicer........................ 67
SECTION 6.02. Merger or Consolidation of the Depositor
or the Servicer......................... 67
SECTION 6.03. Limitation on Liability of the
Depositor, the Sellers, the Servicer and
Others.................................. 68
SECTION 6.04. Limitation on Resignation of Servicer... 69
SECTION 6.05. Indemnification......................... 69
ARTICLE VII
DEFAULT..................................................................... 70
SECTION 7.01. Events of Default....................... 70
SECTION 7.02. Trustee to Act; Appointment of
Successor............................... 72
SECTION 7.03. Notification to Certificateholders...... 73
ARTICLE VIII
CONCERNING THE TRUSTEE...................................................... 74
SECTION 8.01. Duties of Trustee....................... 74
SECTION 8.02. Certain Matters Affecting the Trustee... 75
SECTION 8.03. Trustee Not Liable for Certificates or
Loans................................... 78
SECTION 8.04. Trustee May Own Certificates............ 78
vi
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Page
----
SECTION 8.05. Trustee's Fees and Expenses............. 78
SECTION 8.06. Eligibility Requirements for Trustee.... 79
SECTION 8.07. Resignation and Removal of Trustee...... 79
SECTION 8.08. Successor Trustee....................... 80
SECTION 8.09. Merger or Consolidation of Trustee...... 81
SECTION 8.10. Appointment of Co-Trustee or Separate
Trustee................................. 81
SECTION 8.11. Tax Matters............................. 83
SECTION 8.12. Periodic Filings........................ 85
SECTION 8.13. Appointment of Custodians............... 86
SECTION 8.14. Trustee May Enforce Claims Without
Possession of Certificates.............. 86
SECTION 8.15. Suits for Enforcement................... 86
ARTICLE IX
TERMINATION................................................................. 87
SECTION 9.01. Termination upon Liquidation or Purchase
of all Loans............................ 87
SECTION 9.02. Final Distribution on the Certificates.. 87
SECTION 9.03. Additional Termination Requirements..... 89
ARTICLE X
MISCELLANEOUS PROVISIONS.................................................... 89
SECTION 10.01. Amendment............................... 89
SECTION 10.02. Recordation of Agreement; Counterparts.. 92
SECTION 10.03. Governing Law........................... 92
SECTION 10.04. Intention of Parties.................... 92
SECTION 10.05. Notices................................. 95
SECTION 10.06. Severability of Provisions.............. 96
SECTION 10.07. Assignment.............................. 96
SECTION 10.08. Limitation on Rights of Certificate-
holders................................. 97
SECTION 10.09. Inspection and Audit Rights............. 98
SECTION 10.10. Certificates Nonassessable and Fully
Paid.................................... 98
SECTION 10.11. The Closing............................. 98
SECTION 10.12. Interpretation.......................... 98
SECTION 10.13. Rights of the Insurer................... 99
SECTION 10.14. No Partnership.......................... 99
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Page
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SCHEDULES
Schedule I: Loan Schedule................................ S-I-1
Schedule IIA: Representations and Warranties
of Equity One-Delaware.......................S-IIA-1
Schedule IIB: Representations and Warranties
of Equity One-Florida........................S-IIB-1
Schedule IIC: Representations and Warranties
of Equity One-Minnesota......................S-IIC-1
Schedule IID: Representations and Warranties
of Equity One-New Hampshire..................S-IID-1
Schedule IIE: Representations and Warranties
of Equity One-New York.......................S-IIE-1
Schedule IIF: Representations and Warranties
of Equity One-North Carolina.................S-IIF-1
Schedule IIG: Representations and Warranties
of Equity One-Pennsylvania...................S-IIG-1
Schedule IIH: Representations and Warranties
of Equity One-West Virginia..................S-IIH-1
Schedule IIX: Representations and Warranties
of the Servicer..............................S-IIX-1
Schedule IIIA: Loan Representations and Warranties
of Equity One-Delaware......................S-IIIA-1
Schedule IIIB: Loan Representations and Warranties
of Equity One-Florida.......................S-IIIB-1
Schedule IIIC: Loan Representations and Warranties
of Equity One-Minnesota.....................S-IIIC-1
Schedule IIID: Loan Representations and Warranties
of Equity One-New Hampshire.................S-IIID-1
Schedule IIIE: Loan Representations and Warranties
of Equity One-New York......................S-IIIE-1
Schedule IIIF: Loan Representations and Warranties
of Equity One-North Carolina................S-IIIF-1
Schedule IIIG: Loan Representations and Warranties
of Equity One-Pennsylvania..................S-IIIG-1
Schedule IIIH: Loan Representations and Warranties
of Equity One-West Virginia.................S-IIIH-1
Schedule IV: List of Financing Statements: Perfection
of Grant of Security Interest by Sellers
to Depositor..................................S-IV-1
Schedule V: List of Financing Statements: Perfection
of Grant of Security Interest by Depositor
to Trustee.....................................S-V-1
EXHIBITS
EXHIBIT A: Form Of Class A Certificate......................A-1
EXHIBIT B: Form Of Class R Certificate......................B-1
EXHIBIT C: Form of Reverse of Certificates..................C-1
EXHIBIT D: Form Of Initial Certification Of Trustee.........D-1
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Page
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EXHIBIT E: Form Of Final Certification Of Trustee...........E-1
EXHIBIT F: Form Of Transfer Affidavit.......................F-1
EXHIBIT G: Form Of Transferor Certificate...................G-1
EXHIBIT H: Form Of Investment Letter (Non Rule 144A)........H-1
EXHIBIT I: Form Of Rule 144A Letter.........................I-1
EXHIBIT J: Form Of Request For Release Of Documents.........J-1
EXHIBIT K: Copy of Certificate Guarantee Insurance
Policy...........................................K-1
ix
<PAGE>
THIS POOLING AND SERVICING AGREEMENT, dated as of June 1, 1997, by and
among Equity One ABS, Inc., a Delaware corporation, as depositor (the
"Depositor"), Equity One, Inc., a Delaware corporation, as a seller (in such
capacity, "Equity One-Delaware") and as servicer (in such capacity, the
"Servicer"), Equity One, Incorporated, a Pennsylvania corporation ("Equity
One-Pennsylvania"), Equity One Mortgage Company, a North Carolina corporation
("Equity One-North Carolina"), Equity One Mortgage, Inc., a Delaware corporation
("Equity One-Florida"), Equity One, Inc., a Minnesota corporation ("Equity
One-Minnesota"), Equity One Consumer Loan Company, Inc., a New Hampshire
corporation ("Equity One-New Hampshire"), Equity One of West Virginia, Inc., a
West Virginia corporation ("Equity One-West Virginia,"), Equity One Mortgage,
Inc., a New York corporation ("Equity One-New York and, together with Equity
One-Delaware, Equity One-Pennsylvania, Equity One-North Carolina, Equity
One-Florida, Equity One-Minnesota, Equity One-New Hampshire and Equity One-West
Virginia, the "Sellers") and The Chase Manhattan Bank, a New York banking
corporation organized under the laws of the State of New York, as trustee (the
"Trustee").
WITNESSETH THAT
In consideration of the mutual agreements herein contained, the parties
hereto agree as follows:
PRELIMINARY STATEMENT
The Depositor is the owner of the Trust Fund that is hereby conveyed to the
Trustee in return for the Certificates. The Trust Fund for federal income tax
purposes will consist of a single REMIC. The Certificates will represent the
entire beneficial ownership interest in the Trust Fund. The Class A Certificates
will represent the "regular interests" in the Trust Fund and the Class R
Certificates will represent the single "residual interest" in the Trust Fund.
The "latest possible maturity date" for federal income tax purposes of all
interests created hereby will be the Latest Possible Maturity Date.
The following table sets forth characteristics of the Certificates,
together with the minimum denominations and integral multiples in excess thereof
in which such Classes shall be issuable (except that one Certificate of each
Class of Certificates may be issued in a different amount and, in addition, one
Class R Certificate representing the Tax Matters Person Certificate may be
issued in a different amount):
<PAGE>
===============================================================================
Integral
Initial Class Multiples
Certificate Pass-Through Minimum in Excess of
Balance Rate Denomination Minimum
- -------------------------------------------------------------------------------
Class A-1 $31,000,000 6.62% $25,000 $1
- -------------------------------------------------------------------------------
Class A-2 $24,200,000 7.01% $25,000 $1
- -------------------------------------------------------------------------------
Class A-3 $14,500,000 7.19% $25,000 $1
- -------------------------------------------------------------------------------
Class A-4 $12,000,000 7.38% $25,000 $1
- -------------------------------------------------------------------------------
Class A-5 $21,141,606 7.55%(1) $25,000 $1
- -------------------------------------------------------------------------------
Class R $ 0 N/A $25,000 N/A
===============================================================================
(1) On any Distribution Date following the Call Option Date, the Pass-Through
Rate for the Class A-5 Certificates shall be 8.05%
All interest rates set forth in this Agreement are calculated based on a
year consisting of 12 30-day months (30/360).
2
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ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the following meanings:
Adjusted Mortgage Rate: As to each Loan, and at any time, the per annum
rate equal to the Mortgage Rate less the Servicing Fee Rate.
Adjusted Net Mortgage Rate: As to each Loan, and at any time, the per annum
rate equal to the Mortgage Rate less the related Expense Rate.
Advance: The payment required to be made by the Servicer with respect to
any Distribution Date pursuant to Section 4.01, the amount of any such payment
being equal to the aggregate of payments of principal and interest (net of the
Servicing Fee) on the Loans that were due on the related Due Date and not
received as of the close of business on the related Determination Date, less the
aggregate amount of any such delinquent payments that the Servicer, in its good
faith judgment, has determined would not be recoverable out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Agreement: This Pooling and Servicing Agreement, together with all of the
exhibits and schedules hereto, and all amendments or supplements of any of the
foregoing.
Amount Held for Future Distribution: As to any Distribution Date, the
aggregate amount held in the Certificate Account at the close of business on the
related Determination Date on account of (i) Principal Prepayments received
after the Prepayment Period corresponding to such Distribution Date and
Liquidation Proceeds received in the month of such Distribution Date and (ii)
all Scheduled Payments due after the related Due Date.
Available Funds: As to any Distribution Date, the sum of (a) the aggregate
amount held in the Certificate Account at the close of business on the related
Determination Date net of the Amount Held for Future Distribution and net of
amounts permitted to be withdrawn from the Certificate Account pursuant to
clauses (i)-(viii), inclusive, of Section 3.08(a) and amounts permitted to be
withdrawn from the Distribution Account pursuant to clauses (i)-(iii) inclusive
of Section 3.08(b), (b) the amount of the related Advance and (c) in connection
with Defective Loans, as applicable, the aggregate of the Purchase Prices and
Substitution Adjustment Amounts deposited on the related Distribution Account
Deposit Date.
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Bankruptcy Code: The United States Bankruptcy Reform Act of 1978, as
amended, and related rules promulgated thereunder.
Beneficial Owner: With respect to any Book-Entry Certificate, the Person
who is the beneficial owner of such Book-Entry Certificate.
Book-Entry Certificates: The Class A Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday, or (ii) a day
on which banking institutions in the City of New York, New York, are authorized
or obligated by law or executive order to be closed.
Call Option Date: The first Distribution Date following the date on which
the Optional Termination may be exercised by the Servicer.
Certificates: The Class A Certificates and the Class R Certificates in
substantially the forms attached hereto as Exhibits A and B.
Certificate Account: The separate Eligible Account or Accounts created and
maintained by the Servicer pursuant to Section 3.05 with a depository
institution in the name of the Servicer for the benefit of the Trustee on behalf
of Certificateholders and the Insurer and designated "Certificate Account,
Equity One, Inc., as trustee for the registered holders of Equity One ABS, Inc.,
Mortgage Pass-Through Certificates Series 1997-1."
Certificate Balance: With respect to any Certificate at any time, the
maximum dollar amount of principal to which the Holder thereof is then entitled
hereunder, such amount being equal to the Denomination thereof minus all
distributions of principal previously made with respect thereto.
Certificate Formula Principal Amount: As to any Distribution Date, the sum
of (a) the principal portion of each Scheduled Payment due on each Loan on the
related Due Date, (b) the Stated Principal Balance of each Loan that was
repurchased by the Seller or the Servicer pursuant to this Agreement as of such
Distribution Date, (c) the Substitution Adjustment Amount in connection with any
Deleted Loan received with respect to such Distribution Date, (d) any Insurance
Proceeds or Liquidation Proceeds allocable to recoveries of principal of Loans
that are not yet Liquidated Loans received during the calendar month preceding
the month of such Distribution Date, (e) with respect to each Loan that became a
Liquidated Loan during the calendar month preceding the month of such
Distribution Date, the amount of Liquidation Proceeds
2
<PAGE>
allocable to principal received during the month preceding the month of such
Distribution Date with respect to such Loan, (f) all Principal Prepayments
received during the related Prepayment Period and (g) the principal portion of
any Loan Losses incurred during the calendar month preceding the month of such
Distribution Date.
Certificate Register: The register maintained pursuant to Section 5.02.
Certificate Registrar: The Chase Manhattan Bank and its successors and, if
a successor certificate registrar is appointed hereunder, such successor.
Certificateholder or Holder: The person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor or any affiliate of the Depositor shall be deemed not to
be Outstanding and the Percentage Interest evidenced thereby shall not be taken
into account in determining whether the requisite amount of Percentage Interests
necessary to effect such consent has been obtained; provided, however, that if
any such Person (including the Depositor) owns 100% of the Percentage Interests
evidenced by a Class of Certificates, such Certificates shall be deemed to be
Outstanding for purposes of any provision hereof that requires the consent of
the Holders of Certificates of a particular Class as a condition to the taking
of any action hereunder. The Trustee is entitled to rely conclusively on a
certification of the Depositor or any affiliate of the Depositor in determining
which Certificates are registered in the name of an affiliate of the Depositor.
Class: All Certificates bearing the same class designation as set forth in
the Preliminary Statement.
Class A Certificates: The certificates representing the "regular interests"
in the Trust Fund, which are designated as the Class A-1, Class A-2, Class A-3,
Class A-4 and Class A-5 Certificates.
Class R Certificates: The certificates representing the single "residual
interest" in the Trust Fund.
Class Certificate Balance: With respect to any Class of Class A
Certificates and as to any Distribution Date, the aggregate of the Certificate
Balances of all Certificates of such Class as of such date. The Class
Certificate Balance of the Class R Certificates shall be zero.
Class Interest Shortfall: As to any Distribution Date and Class of Class A
Certificates, the amount by which the amount
3
<PAGE>
described in clause (i) of the definition of Interest Distribution Amount for
such Class exceeds the amount of interest actually distributed on such Class on
such Distribution Date pursuant to such clause (i).
Class Unpaid Interest Amounts: As to any Distribution Date and any Class of
Class A Certificates, the amount by which the aggregate Class Interest
Shortfalls for such Class on prior Distribution Dates exceeds the amount
distributed on such Class on prior Distribution Dates pursuant to clause (ii) of
the definition of Interest Distribution Amount.
Closing Date: July 2, 1997.
Closing Place: The offices of Messrs. Stradley, Ronon, Stevens and Young,
LLP, 2600 One Commerce Square, Philadelphia, Pennsylvania 19103.
Code: The Internal Revenue Code of 1986, including any successor or
amendatory provisions.
Corporate Trust Office: The designated office of the Trustee in the State
of New York at which at any particular time its corporate trust business with
respect to this Agreement shall be administered, which office at the date of the
execution of this Agreement is located at 450 West 33rd Street, 15th Floor, New
York, New York 10001 (Attention: Structured Finance Services (ABS), facsimile
number: 212-946-8191) and which is the address to which notices to and
correspondence with the Trustee should be directed.
Custodial Agreement: As defined in Section 8.12.
Custodian: As defined in Section 8.12.
Cut-off Date: June 1, 1997.
Cut-off Date Pool Principal Balance: $102,841,606.25.
Cut-off Date Principal Balance: As to any Loan, the Stated Principal
Balance thereof as of the opening of business on the Cut-off Date.
Defective Loan: Any Loan which is required to be repurchased pursuant to
Section 2.02 or 2.03.
Definitive Certificates: Any Certificate issued in lieu of a Book-Entry
Certificate pursuant to Section 5.02(e).
Deleted Loan: As defined in Section 2.03(c).
4
<PAGE>
Denomination: With respect to each Class A Certificate, the amount set
forth on the face thereof as the "Initial Certificate Balance of this
Certificate" or the Percentage Interest appearing on the face thereof.
Depositor: Equity One ABS, Inc., a Delaware corporation, or its successor
in interest.
Depository: The initial Depository shall be The Depository Trust Company,
the nominee of which is CEDE & Co., as the registered Holder of the Book-Entry
Certificates. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102(3) of the Uniform Commercial Code of the State of New
York.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Determination Date: As to any Distribution Date, the 21st day of each month
or, if such day is not a Business Day, the next preceding Business Day;
provided, however, that the Determination Date in each month will be at least
two Business Days preceding the related Distribution Date.
Distributable Funds: The sum of (i) Available Funds, (ii) the Spread
Account Draw and (iii) any Insured Amounts.
Distribution Account: The separate Eligible Account created and maintained
by the Trustee pursuant to Section 3.05 in the name of the Trustee for the
benefit of the Certificateholders and the Insurer and designated "Distribution
Account, The Chase Manhattan Bank, as trustee for the registered holders of
Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 1997-1." Funds
in the Distribution Account shall be held uninvested in trust for the
Certificateholders and the Insurer for the uses and purposes set forth in this
Agreement.
Distribution Account Deposit Date: As to any Distribution Date, 9:00 a.m.
Eastern Standard Time on the Business Day immediately preceding such
Distribution Date.
Distribution Date: The 25th day of each calendar month after the initial
issuance of the Certificates, or if such day is not a Business Day, the next
succeeding Business Day, commencing in August, 1997.
Due Date: With respect to any Distribution Date, a set day, but not
necessarily the first day, of the month in which the related Distribution Date
occurs.
5
<PAGE>
Eligible Account: Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, or (ii) an account or accounts in a depository institution or
trust company in which such accounts are insured by the FDIC (to the limits
established by the FDIC) and the uninsured deposits in which accounts are
otherwise secured such that, as evidenced by an Opinion of Counsel delivered to
the Trustee and to each Rating Agency, the Certificateholders have a claim with
respect to the funds in such account or a perfected first priority 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 or trust company in which
such account is maintained, or (iii) a trust account or accounts maintained with
(a) the trust department of a federal or state chartered depository institution
or (b) a trust company, acting in its fiduciary capacity or (iv) any other
account acceptable to each Rating Agency and the Insurer, as evidenced by a
letter from such Rating Agency and Insurer to the Trustee, without reduction or
withdrawal of the then current ratings of the Certificates. Eligible Accounts
may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.
Equity One-Delaware: Equity One, Inc., a Delaware corporation.
Equity One-Florida: Equity One Mortgage, Inc., a Delaware corporation.
Equity One-Minnesota: Equity One, Inc., a Minnesota corporation.
Equity One-New Hampshire: Equity One Consumer Loan Company, Inc., a New
Hampshire corporation.
Equity One-New York: Equity One Mortgage, Inc., a New York corporation.
Equity One-North Carolina: Equity One Mortgage Company, a North Carolina
corporation.
Equity One-Pennsylvania: Equity One, Incorporated, a Pennsylvania
corporation.
Equity One-West Virginia: Equity One of West Virginia, Inc., a West
Virginia corporation.
6
<PAGE>
ERISA: The Employee Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Proceeds: With respect to any Liquidated Loan, the amount, if any,
by which the sum of any Liquidation Proceeds of such Loan received in the
calendar month in which such Loan became a Liquidated Loan, net of any amounts
previously reimbursed to the Servicer as Nonrecoverable Advance(s) with respect
to such Loan pursuant to Section 3.08(a)(iii), exceeds (i) the unpaid principal
balance of such Liquidated Loan as of the Due Date in the month in which such
Loan became a Liquidated Loan plus (ii) accrued interest at the Mortgage Rate
from the Due Date as to which interest was last paid or advanced (and not
reimbursed) to Certificateholders up to the Due Date applicable to the
Distribution Date immediately following the calendar month during which such
liquidation occurred.
Expense Rate: As to each Loan, the sum of the related Servicing Fee Rate,
the Trustee Fee Rate and the rate at which the Insurer's Monthly Premium
accrues.
FDIC: The Federal Deposit Insurance Corporation, or any successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
FIRREA: The Financial Institutions Reform, Recovery, and Enforcement Act of
1989.
FNMA: The Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
I&I Payments: Payments due and owing to the Insurer under the Insurance
Agreement other than the Insurer's Monthly Premium.
Indirect Participant: A broker, dealer, bank or other financial institution
or other Person that clears through or maintains a custodial relationship with a
Depository Participant.
Insurance Agreement: The Insurance and Indemnity Agreement dated as of July
2, 1997 among the Depositor, Equity One-Delaware (both in its capacity as a
Seller and as the Servicer), the Trustee and the Insurer, including any
amendments and supplements thereto.
7
<PAGE>
Insurance Policy: With respect to any Loan included in the Trust Fund, any
insurance policy, including all riders and endorsements thereto in effect,
including any replacement policy or policies for any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer (other than the Insurer)
pursuant to any Insurance Policy, in each case other than any amount included in
such Insurance Proceeds in respect of Insured Expenses.
Insured Amount: A payment by the Insurer under the Policy.
Insured Expenses: Expenses covered by an Insurance Policy.
Insurer: AMBAC Indemnity Corporation, a stock insurance company organized
and created under the laws of the State of Wisconsin, and any successors
thereto.
Insurer Default: Either (i) a continuance of any failure by the Insurer to
make a required payment under the Policy or (ii) the existence of a proceeding
in bankruptcy by or against the Insurer.
Insurer's Monthly Premium: The premium payable to the Insurer on each
Distribution Date in an amount equal to one-twelfth of the product of the per
annum rate specified in the Insurance Agreement and the aggregate Certificate
Balance of the Class A Certificates on each Distribution Date (after giving
effect to any distributions of principal to be made on such Distribution Date).
Interest Accrual Period: With respect to the Class A Certificates and any
Distribution Date, the calendar month prior to the month of such Distribution
Date, except with respect to the first Distribution Date after the Cut-off Date,
in which case the Interest Accrual Period will be the two calendar months
preceding such Distribution Date.
Interest Distribution Amount: With respect to any Distribution Date and any
Class of Class A Certificates, the sum of (i) interest accrued during the
related Interest Accrual Period at the Pass-Through Rate for such Class on the
related Class Certificate Balance and (ii) any Class Unpaid Interest Amounts for
such Class.
Investment Letter: As defined in Section 5.02(b).
Latest Possible Maturity Date: The Distribution Date following the third
anniversary of the scheduled maturity date of
8
<PAGE>
the Loan having the latest scheduled maturity date as of the Cut-off Date.
Liquidated Loan: With respect to any Distribution Date, a defaulted Loan
(including any REO Property) which was liquidated in the calendar month
preceding the month of such Distribution Date and as to which the Servicer has
determined (in accordance with this Agreement) that it has received all amounts
it expects to receive in connection with the liquidation of such Loan, including
the final disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds (but not
including amounts drawn under the Policy), received in connection with the
partial or complete liquidation of defaulted Loans, whether through trustee's
sale, foreclosure sale or otherwise or amounts received in connection with any
condemnation or partial release of a Mortgaged Property and any other proceeds
received in connection with an REO Property, less the Servicing Amount.
Loan Losses: The aggregate sum of the amount, if any, by which (i) the
outstanding principal balance of each Loan that became a Liquidated Loan during
the calendar month preceding the month of the related Distribution Date (such
principal balance determined immediately before such Loan became a Liquidated
Loan) exceeds (ii) the Liquidation Proceeds received during the calendar month
preceding the month of the related Distribution Date in connection with the
liquidation of such Loan which have not theretofore been used to reduce the
Stated Principal Balance of such Loan.
Loan-to-Value Ratio: With respect to any Loan and as to any date of
determination, (i) the principal balance of such Loan at the date of origination
divided by (ii) the appraised value of the related Mortgaged Property based on
an appraisal made for the related Seller by an independent fee appraiser at the
time of the origination of the related Loan.
Loans: The mortgage loans identified on the Loan Schedule.
Loan Schedule: The list of Loans (as from time to time amended by the
Servicer to reflect the addition of Substitute Loans and the deletion of Deleted
Loans pursuant to the provisions of this Agreement) transferred to the Trustee
as part of the Trust Fund and from time to time subject to this Agreement,
attached hereto as Schedule I, setting forth the following information with
respect to each Loan:
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<PAGE>
(i) the loan number;
(ii) the Mortgagor's name and the state in which the Mortgaged Property is
located, including the zip code;
(iii) the maturity date;
(iv) the Cut-off Date Principal Balance;
(v) the first payment date of the Loan;
(vi) the Scheduled Payment in effect as of the Cut-off Date; and
(vii) the Mortgage Rate.
Such schedule shall also set forth the total of the amounts described under
(iv) above for all of the Loans.
Majority in Interest: As to any Class of Class A Certificates, the Holders
of Certificates of such Class evidencing, in the aggregate, at least 51% of the
Percentage Interests evidenced by all Certificates of such Class.
Monthly Spread Account Deposit Amount: On any Distribution Date, the amount
equal to the product of (i) 100% and (ii) the amount of the Spread Account
Deposit Amount as of such Distribution Date; provided, however, that the
percentage set forth in clause (i) above may be reduced, solely at the
discretion of the Insurer, at which time written notice shall be sent to each
Seller, the Trustee, the Servicer, S&P and Moody's.
Monthly Statement: The statement delivered to the Certificateholders
pursuant to Section 4.03.
Moody's: Moody's Investors Service, Inc., or any successor thereto. For
purposes of Section 10.05(b) the address for notices to Moody's shall be Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10007, Attention:
Residential Mortgage Monitoring Department, or such other address as Moody's may
hereafter furnish to the Depositor or the Servicer.
Mortgage: The mortgage, deed of trust or other instrument creating a first
lien on an estate in fee simple or leasehold interest in real property securing
a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 hereof
pertaining to a particular Loan and any additional documents delivered to the
Trustee to be added to the Mortgage File pursuant to this Agreement.
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<PAGE>
Mortgage Note: The original executed note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Loan, together with any
amendment or modification thereto.
Mortgage Rate: The annual rate of interest borne by a Mortgage Note as set
forth therein.
Mortgaged Property: The underlying property securing a Loan.
Mortgagor: The obligor(s) on a Mortgage Note.
Net Available Funds: As to any Distribution Date, the amount equal to
Available Funds less the amounts required to be distributed on such Distribution
Date pursuant to Section 4.02(a)(i)-(iii).
Net Prepayment Interest Shortfalls: As to any Distribution Date, the amount
by which the aggregate of Prepayment Interest Shortfalls during the calendar
month preceding the month of such Distribution Date exceeds an amount equal to
the aggregate Servicing Fee for such Distribution Date before reduction of the
Servicing Fee in respect of such Prepayment Interest Shortfalls.
Nonrecoverable Advance: Any portion of an Advance previously made or
proposed to be made by the Servicer that, in the good faith judgment of the
Servicer, will not be ultimately recoverable by the Servicer from the related
Mortgagor, related Liquidation Proceeds or otherwise.
Notice: As defined in Section 3A.02.
Notice of Final Distribution: The notice to be provided pursuant to Section
9.02 to the effect that final distribution on any of the Certificates shall be
made only upon presentation and surrender thereof.
Officer's Certificate: A certificate (i) signed by the Chairman of the
Board, the Vice Chairman of the Board, the President, a Managing Director, a
Vice President (however denominated), an Assistant Vice President, the
Treasurer, the Secretary, or one of the Assistant Treasurers or Assistant
Secretaries of the Depositor or the Servicer, or (ii), if provided for in this
Agreement, signed by a Servicing Officer, as the case may be, and delivered to
the Depositor and the Trustee, as the case may be, as required by this
Agreement.
Opinion of Counsel: A written opinion of counsel, who may be counsel for
the Depositor or the Servicer, including, in-house counsel, reasonably
acceptable to the Trustee and the
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Insurer; provided, however, that with respect to the interpretation or
application of the REMIC Provisions, such counsel must (i) in fact be
independent of the Depositor and the Servicer, (ii) not have any direct
financial interest in the Depositor or the Servicer or in any affiliate of
either, and (iii) not be connected with the Depositor or the Servicer as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.
Optional Termination: The termination of the trust created hereunder in
connection with the purchase of the Loans pursuant to Section 9.01(a) hereof.
Original Loan: The mortgage loan refinanced in connection with the
origination of a Refinance Loan.
OTS: The Office of Thrift Supervision.
Outstanding: With respect to the Certificates as of any date of
determination, all Certificates theretofore executed and authenticated under
this Agreement except:
(i) Certificates theretofore canceled by the Trustee or delivered to the
Trustee for cancellation; and
(ii) Certificates in exchange for which or in lieu of which other
Certificates have been executed and delivered by the Trustee pursuant
to this Agreement.
Outstanding Loan: As of any Due Date, a Loan with a Stated Principal
Balance greater than zero, which was not the subject of a Principal Prepayment
in Full prior to such Due Date and which did not become a Liquidated Loan prior
to such Due Date.
Ownership Interest: As to any Class R Certificate, any ownership interest
in such Certificate including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.
Pass-Through Rate: For the Class A Certificates, the per annum rates set
forth or calculated in the manner described in the Preliminary Statement.
Paying Agent: The Chase Manhattan Bank and its successors and, if a
successor paying agent is appointed hereunder, such successor.
Percentage Interest: As to any Class A Certificate, the percentage interest
evidenced thereby in distributions required to be made on the related Class,
such percentage interest being set forth on the face thereof or equal to the
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percentage obtained by dividing the Denomination of such Certificate by the
aggregate of the Denominations of all Certificates of the same Class.
Permitted Investments: (i) obligations of the United States or any agency
thereof, provided such obligations are backed by the full faith and credit of
the United States; (ii) general obligations of or obligations guaranteed by any
state of the United States or the District of Columbia receiving the highest
long-term debt rating of each Rating Agency rating the Class A Certificates, or
such lower rating as will not result in the downgrading or withdrawal of the
ratings then assigned to the Class A Certificates, without taking into account
the Policy, by each such Rating Agency; (iii) commercial or finance company
paper which is then receiving the highest commercial or finance company paper
rating of each such Rating Agency, or such lower rating as will not result in
the downgrading or withdrawal of the ratings then assigned to the Class A
Certificates, without taking into account the Policy, by each such Rating
Agency; (iv) certificates of deposit, demand or time deposits, or bankers'
acceptances issued by any depository institution or trust company incorporated
under the laws of the United States or of any state thereof and subject to
supervision and examination by federal and/or state banking authorities,
provided that the commercial paper and/or long term unsecured debt obligations
of such depository institution or trust company (or in the case of the principal
depository institution in a holding company system, the commercial paper or
long-term unsecured debt obligations of such holding company, but only if
Moody's is not a Rating Agency) are then rated one of the two highest long-term
and the highest short-term ratings of each such Rating Agency for such
securities, or such lower ratings as will not result in the downgrading or
withdrawal of the rating then assigned to the Class A Certificates, without
taking into account the Policy, by any such Rating Agency; (v) demand or time
deposits or certificates of deposit issued by any bank or trust company or
savings institution to the extent that such deposits are fully insured by the
FDIC; (vi) guaranteed reinvestment agreements issued by any bank, insurance
company or other corporation containing, at the time of the issuance of such
agreements, such terms and conditions as will not result in the downgrading or
withdrawal of the rating then assigned to the Class A Certificates, without
taking into account the Policy, by any such Rating Agency; (vii) repurchase
obligations with respect to any security described in clauses (i) and (ii)
above, in either case entered into with a depository institution or trust
company (acting as principal) described in clause (iv) above; (viii) securities
(other than stripped bonds, stripped coupons or instruments sold at a purchase
price in excess of 115% of the face amount thereof) bearing interest or sold at
a discount issued by any corporation incorporated under the laws of the United
States or any state thereof which, at the time of such
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investment, have one of the two highest ratings of each Rating Agency (except if
the Rating Agency is Moody's, such rating shall be the highest commercial paper
rating of Moody's for any such securities), or such lower rating as will not
result in the downgrading or withdrawal of the rating then assigned to the Class
A Certificates, without taking into account the Policy, by any such Rating
Agency, as evidenced by a signed writing delivered by each such Rating Agency;
and (ix) such other investments having a specified stated maturity and bearing
interest or sold at a discount acceptable to each Rating Agency and the Insurer
as will not result in the downgrading or withdrawal of the rating then assigned
to the Class A Certificates by any such Rating Agency, as evidenced by a signed
writing to such effect delivered by each such Rating Agency and the Insurer;
provided that no such instrument shall be a Permitted Investment if such
instrument evidences the right to receive interest only payments with respect to
the obligations underlying such instrument.
Permitted Transferee: Any person other than (i) the United States, any
State or political subdivision thereof, or any agency or instrumentality of any
of the foregoing, (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 section 521 of the Code)
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) on any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to
any Class R Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate whose income from sources without
the United States is includible in gross income for United States federal income
tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or 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 United States fiduciaries have authority to control all
substantial decisions of the trust, unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
4224, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class R
Certificate to such Person may cause the REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code or successor provisions. A corporation will
not be treated as an instrumentality of the
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United States or of any State or political subdivision thereof for these
purposes if all of its activities are subject to tax and, with the exception of
the Federal Home Loan Mortgage Corporation, a majority of its board of directors
is not selected by such government unit.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government, or any agency or political subdivision thereof.
Policy: The Certificate Guaranty Insurance Policy (No. AB0114BE) with
respect to the Class A Certificates, and all endorsements thereto dated the
Closing Date, issued by the Insurer for the benefit of the Holders of each Class
of Class A Certificates, a copy of which is attached hereto as Exhibit K.
Pool Principal Balance: As to any Distribution Date, the aggregate of the
Stated Principal Balances of the Loans which were Outstanding Loans on the Due
Date in the month preceding the month of such Distribution Date.
Preference Claim: As defined in Section 3A.02(e).
Prepayment Interest Excess: As to any Principal Prepayment received by the
Servicer from the first day through the fifteenth day of any calendar month
beginning in August 1997, all amounts paid by the related Mortgagor in respect
of interest on such Principal Prepayment. All Prepayment Interest Excess shall
be paid to the Servicer as additional servicing compensation.
Prepayment Interest Shortfall: As to any Distribution Date and any
Principal Prepayment 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) and on or before the last day
of the month preceding the month of such Distribution Date, the amount, if any,
by which one month's interest at the related Mortgage Rate on such Principal
Prepayment, net of the Servicing Fee Rate, exceeds the amount of interest paid
in connection with such Principal Prepayment.
Prepayment Period: As to any Distribution Date, the period from the 16th
day of the calendar month preceding the month of such Distribution Date (or, in
the case of the first Distribution Date, from the Cut-off Date) through the 15th
day of the month of such Distribution Date.
Primary Mortgage Insurance Policy: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Loan.
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Principal Prepayment: Any payment of principal by a Mortgagor on a Loan
that is received in advance of its scheduled Due Date and is not accompanied by
an amount representing scheduled interest due on any date or dates in any month
or months subsequent to the month of prepayment. Partial Principal Prepayments
shall be applied by the Servicer in accordance with the terms of the related
Mortgage Note.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Loan.
Prospectus Supplement: The Prospectus Supplement dated June 26, 1997
relating to the Class A Certificates.
Purchase Price: With respect to any Loan required to be repurchased by a
Seller pursuant to Section 2.02 or 2.03 hereof or purchased at the option of the
Servicer pursuant to Section 3.11 hereof, an amount equal to the sum of (i) 100%
of the Stated Principal Balance of the Loan on the date of such purchase, and
(ii) accrued interest thereon at the applicable Mortgage Rate (or at the
applicable Adjusted Mortgage Rate if (x) the purchaser is the Servicer or (y) if
the purchaser is a Seller and Equity One-Delaware is the Servicer) from the date
through which interest was last paid by the Mortgagor or advanced (and not
reimbursed) by the Servicer to the applicable Determination Date in the month in
which the Purchase Price is to be distributed to Certificateholders.
PTCE 95-60: As defined in Section 5.02(b).
Qualified Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a
FNMA-approved mortgage insurer and having a claims paying ability rating of at
least "AA" or equivalent rating by a nationally recognized statistical rating
organization. Any replacement insurer with respect to a Loan must have at least
as high a claims paying ability rating as the insurer it replaces had on the
Closing Date.
Rating Agency: Moody's and S&P. If either organization or a successor
thereof is no longer in existence, "Rating Agency" shall be such nationally
recognized statistical rating organization, or other comparable Person, as is
designated by the Depositor with the consent of the Insurer, notice of which
designation shall be given to the Trustee. References herein to a given rating
category of a Rating Agency shall mean such rating category without giving
effect to any modifiers.
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Record Date: With respect to any Distribution Date for so long as the Class
A Certificates are not Definitive Certificates, the close of business on the
Business Day immediately preceding such Distribution Date. With respect to any
Distribution Date on which any Definitive Certificates are outstanding, the last
Business Day of the calendar month immediately preceding such Distribution Date.
Refinance Loan: Any Loan originated in connection with the refinancing of
an existing mortgage loan.
Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
Relief Act Reductions: With respect to any Distribution Date and any Loan
as to which there has been a reduction in the amount of interest collectible
thereon for the most recently ended calendar month as a result of the
application of the Relief Act, the amount, if any, by which (i) interest
collectible on such Loan for the most recently ended calendar month is less than
(ii) interest accrued thereon for such month pursuant to the Mortgage Note.
REMIC: A "real estate mortgage investment conduit" within the meaning of
section 860D of the Code.
REMIC Change of Law: Any proposed, temporary or final regulation, revenue
ruling, revenue procedure or other official announcement or interpretation
relating to REMICs and the REMIC Provisions issued after the Closing Date.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations promulgated thereunder, as the foregoing may be in effect from time
to time, as well as provisions of applicable state laws.
Remittance Amount: As to any Distribution Date, the sum of the Interest
Distribution Amount and Certificate Formula Principal Amount for such
Distribution Date.
REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Loan.
Request for Release: The Request for Release submitted by the Servicer to
the Trustee, substantially in the form of Exhibits J and K, as appropriate.
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Required Insurance Policy: With respect to any Loan, any insurance policy
that is required to be maintained from time to time under this Agreement.
Responsible Officer: When used with respect to the Trustee, any officer
assigned to the Corporate Trust Division of the Trustee (or any successor
thereto), including any Vice President, any Assistant Vice President, the
Secretary, any Assistant Secretary, any Trust Officer or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers and having direct responsibility for the
administration of this Agreement.
Rule 144A Letter: As defined in Section 5.02(b).
Scheduled Payment: The scheduled monthly payment on a Loan due on any Due
Date allocable to principal and/or interest on such Loan.
Securities Act: The Securities Act of 1933, as amended.
Sellers: Collectively, the following corporations, their successors and
assigns, each in its capacity as a Seller of the Loans to the Depositor: Equity
One-Delaware, Equity One-Florida, Equity One-Minnesota, Equity One-New
Hampshire, Equity One-New York, Equity One-Pennsylvania, Equity One-North
Carolina, Equity One-West Virginia.
Servicer: Equity One, Inc., a Delaware corporation, and its successors and
assigns, in its capacity as servicer hereunder.
Servicer Advance Date: As to any Distribution Date, 9:00 a.m. Eastern
Standard Time on the second Business Day immediately preceding such Distribution
Date.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) the foreclosure,
trustee's sale, or other liquidation of any Mortgage or Mortgaged Property,
(iii) any expenses reimbursable to the Servicer pursuant to Section 3.11 and any
enforcement or judicial proceedings, including foreclosures, (iv) the management
and liquidation of any REO Property, (v) compliance with the obligations
described in Section 3.06 and (vi) any payments made by the Servicer pursuant to
Section 3.09.
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Servicing Amount: The sum of (i) the Servicing Fee (ii) unreimbursed
Advances and (iii) unreimbursed Servicing Advances.
Servicing Fee: As to each Loan and any Distribution Date, an amount payable
out of each full payment of interest received on such Loan and equal to
one-twelfth of the Servicing Fee Rate multiplied by the Stated Principal Balance
of such Loan as of the Due Date in the month of such Distribution Date (prior to
giving effect to any Scheduled Payments due on such Loan on such Due Date),
subject to reduction as provided in Section 3.14.
Servicing Fee Rate: With respect to each Loan, 0.5% per annum.
Servicing Officer: Any officer of the Servicer involved in, or responsible
for, the administration and servicing of the Loans whose name and facsimile
signature appear on a list of servicing officers furnished to the Trustee (with
a copy to the Insurer) by the Servicer on the Closing Date pursuant to this
Agreement, as such list may from time to time be amended.
S&P: Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc. For purposes of Section 10.05(b) the address for notices to S&P
shall be Standard & Poor's Ratings Group, 26 Broadway, 15th Floor, New York, New
York 10004, Attention: Residential Mortgage Surveillance, or such other address
as S&P may hereafter furnish to the Depositor and the Servicer.
Specified Spread Account Requirement: As of:
(x) any date on or prior to the Step-Down Date, the greatest of (a)
$2,571,040.16 (2.50% times the Cut-off Date Pool Principal Balance); (b) the
greater of (1) the sum of the principal balances of the three largest Loans as
of such date and (2) 0.50% times the Cut-off Date Pool Principal Balance; and
(c) two times the excess of (i) one-half the aggregate principal balance of the
Loans which are 90 or more days delinquent (including Loans in foreclosure and
REO Properties) over (ii) five times the Monthly Spread Account Deposit Amount
as of such Distribution Date; and
(y) any date after the Step-Down Date, the greatest of (a) the lesser of (A)
$2,571,040.16 (2.50% times the Cut-off Date Pool Principal Balance) and (B)
5.00% times the outstanding Pool Principal Balance as of such date; (b) the
greater of (1) the sum of the principal balances of the three largest Loans as
of such date and (2) 0.50% times the Cut-off Date Pool Principal Balance; and
(c) two times the excess of (i) one-half the aggregate principal balance of the
Loans which are 90 or more days delinquent (including Loans in foreclosure and
REO Properties)
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over (ii) five times the Monthly Spread Account Deposit Amount as of such
Distribution Date.
Spread Account: The separate Eligible Account or Accounts created and
maintained by the Trustee pursuant to Section 3A.01 in the name of the Trustee
for the benefit of the Insurer and the Certificateholders and designated "Spread
Account, The Chase Manhattan Bank, as trustee for the registered holders of
Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series 1997-1." Funds
in the Spread Account shall be held in trust for the Insurer and the
Certificateholders for the uses and purposes set forth in this Agreement.
Spread Account Deposit Amount: As to any Distribution Date, the amount by
which (A) Distributable Funds exceeds (B) the sum of (i) the Insurer's Monthly
Premium, (ii) the Trustee Fee, (iii) the Servicing Amount, (iv) the aggregate
Interest Distribution Amount for all Classes of the Class A Certificates and (v)
the aggregate Certificate Formula Principal Amount for all Classes of the Class
A Certificates.
Spread Account Draw: As defined in Section 3A.01(b)(i).
Spread Account Excess: As to any Distribution Date, any amount in the
Spread Account in excess of the Specified Spread Account Requirement.
Startup Day: The Closing Date.
Stated Principal Balance: As to any Loan and Due Date, the unpaid principal
balance of such Loan as of such Due Date as specified in the amortization
schedule at the time relating thereto (before any adjustment to such
amortization schedule by reason of any moratorium or similar waiver or grace
period) after giving effect to any previous partial Principal Prepayments and
Liquidation Proceeds allocable to principal (other than with respect to any
Liquidated Loan) and to the payment of principal due on such Due Date and
irrespective of any delinquency in payment by the related Mortgagor.
Step-down Date: The Distribution Date occurring on the later of (a) the
thirtieth Distribution Date or (b) the date upon which the outstanding Pool
Principal Balance is less than 50% of the Cut-off Date Pool Principal Balance.
Streamlined Documentation Loan: Any Loan originated pursuant to the
Seller's no income verification loan documentation program.
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Subservicer: Any person to whom the Servicer has contracted for the
servicing of all or a portion of the Loans pursuant to Section 3.02.
Substitute Loan: A Loan substituted by a Seller for a Deleted Loan(s) which
must, on the date of such substitution, as confirmed in a Request for Release,
substantially in the form of Exhibit J, (i) have a Stated Principal Balance,
after deduction of the principal portion of the Scheduled Payment due in the
month of substitution, not in excess of, and not more than 10% less than, the
Stated Principal Balance(s) of the Deleted Loans; (ii) be accruing interest at a
rate no lower than the rate of the Deleted Loan(s) and not more than 1% per
annum higher than the rate of the Deleted Loan(s); (iii) have a Loan-to-Value
Ratio no higher than that of the Deleted Loan(s); (iv) have a remaining term to
maturity no greater than (and not more than one year less than that of) the
Deleted Loan(s); and (v) comply as of the date of substitution with each
representation and warranty set forth or referred to in Section 2.03.
Substitution Adjustment Amount: The meaning ascribed to such term pursuant
to Section 2.03.
Tax Matters Person: The person designated as "tax matters person" in the
manner provided under Treasury regulation ss.1.860F-4(d) and temporary Treasury
regulation ss.301.6231(a)(7)1T. Initially, the Tax Matters Person shall be the
Trustee.
Tax Matters Person Certificate: The Class R Certificate with a Denomination
of .00001%.
Transfer: Any direct or indirect transfer or sale of any Ownership Interest
in a Class R Certificate.
Transfer Affidavit: As defined in Section 5.02(c).
Transferor Certificate: As defined in Section 5.02(b).
Trustee: The Chase Manhattan Bank and its successors and, if a successor
trustee is appointed hereunder, such successor.
Trustee Fee: As to any Distribution Date, an amount equal to one-twelfth of
the Trustee Fee Rate multiplied by the Pool Principal Balance with respect to
such Distribution Date.
Trustee Fee Rate: With respect to each Loan, the per annum rate agreed upon
in writing on or prior to the Closing Date by the Trustee and the Depositor.
Trust Fund: The corpus of the trust created hereunder consisting of (i) the
Loans and all interest and principal
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received, or receivable, on or with respect thereto on and after the Cut-off
Date to the extent not applied in computing the Cut-off Date Principal Balance
thereof and all interest and principal payments on such Loans received prior to
the Cut-off Date in respect of installments of interest and principal due
thereafter; (ii) the Certificate Account, the Distribution Account, the Spread
Account, and all amounts deposited therein pursuant to the applicable provisions
of this Agreement; (iii) property that secured a Loan and has been acquired by
foreclosure, deed-in-lieu of foreclosure or otherwise; (iv) the Policy; and (v)
all proceeds of the conversion, voluntary or involuntary, of any of the
foregoing.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. As of any date of determination, the
percentage of all the Voting Rights allocated to each Class of Certificates
shall be the fraction, expressed as a percentage, the numerator of which is the
Class Certificate Balance of such Class then outstanding and the denominator of
which is the aggregate stated Principal Balance of the Loans then outstanding.
The Voting Rights allocated to each Class of Certificates shall be allocated
among all Holders of each such Class in proportion to the outstanding
Certificate Balances of their respective Certificates on such date.
Weighted Average Adjusted Net Mortgage Rate: As to any Distribution Date,
the weighted average of the Adjusted Net Mortgage Rates of the Outstanding
Loans, such weighted average to be calculated based on the Stated Principal
Balances of such Outstanding Loans on such Distribution Date.
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ARTICLE II
CONVEYANCE OF LOANS;
REPRESENTATIONS AND WARRANTIES
SECTION 2.01. Conveyance of Loans.
(a) Each Seller, concurrently with the execution and delivery hereof,
hereby sells, transfers, grants, bargains, assigns, sets over and otherwise
conveys to the Depositor, without recourse, all the right, title and interest of
such Seller in and to that portion of the Loans listed on the Loan Schedule that
pertains to such Seller, including all interest and principal received or
receivable by such Seller on or with respect to such Loans after the Cut-off
Date and all interest and principal payments on such Loans received prior to the
Cut-off Date in respect of installments of interest and principal due
thereafter, but not including payments of principal and interest due and payable
on such Loans on or before the Cut-off Date. On or prior to the Closing Date,
each Seller shall deliver to the Depositor or, at the Depositor's direction, to
the Trustee or other designee of the Depositor, the Mortgage File for each Loan
listed in that portion of the Loan Schedule that pertains to such Seller. Such
delivery of the Mortgage Files shall be made against payment by the Depositor of
the purchase price, previously agreed to by such Seller and the Depositor, for
the Loans listed on the Loan Schedule that pertains to such Seller. With respect
to any Loan that does not have a first payment date on or before the Due Date in
the month of the first Distribution Date, such Seller shall deposit into the
Distribution Account on or before the Distribution Account Deposit Date relating
to the first Distribution Date, an amount equal to one month's interest at the
related Adjusted Mortgage Rate on the Cut-off Date Principal Balance of such
Loan. In addition, on or prior to the Closing Date, the Depositor shall cause
the Insurer to deliver the Policy to the Trustee.
(b) The Depositor, concurrently with the execution and delivery hereof,
hereby sells, transfers, grants, bargains, assigns, sets over and otherwise
conveys to the Trustee for the benefit of the Insurer and the
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to the Trust Fund together with the Depositor's right to
require the Sellers to cure any breach of a representation or warranty made
herein by the Sellers or to repurchase or substitute for any affected Loan in
accordance herewith.
(c) In connection with the sale, transfer and assignment set forth in
clause (b) above, the Depositor has delivered or caused to be delivered to the
Trustee on or before the Closing Date, or a Custodian for the Trustee, for the
benefit
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of the Insurer and the Certificateholders the following documents or instruments
with respect to each Loan so sold, transferred and assigned:
(i) the original Mortgage Note endorsed (by manual or facsimile
signature) as follows: "Pay to the order of The Chase Manhattan Bank as
trustee for the benefit of the Certificateholders of Equity One ABS, Inc.
Mortgage Pass-Through Certificates Series 1997-1 without recourse," with
all intervening endorsements and all riders and modifications showing a
complete chain of endorsement from the originator to the Person endorsing
it to the Trustee (each such endorsement being sufficient to transfer all
right, title and interest of the party so endorsing, as noteholder or
assignee thereof, in and to that Mortgage Note);
(ii) except as provided below, the original recorded Mortgage or a
copy of such Mortgage certified by the appropriate Seller as being a true
and complete copy of the Mortgage with evidence of recording indicated
thereon;
(iii) a copy of an assignment of the Mortgage (which may be included
in a blanket assignment or assignments), duly executed by the appropriate
Seller and the Depositor, together with, except as provided below, all
interim recorded assignments of such mortgage, if any, all riders or
modifications to such Mortgage, if any, (each such assignment to be in
recordable form and sufficient to effect the assignment of and transfer to
the assignee thereof, under the Mortgage to which the assignment relates);
provided that, if the related Mortgage has not been returned from the
applicable public recording office, such assignment of the Mortgage will be
prepared and a copy delivered once the Mortgage is returned (with the
original to be delivered to and recorded by the Servicer as follows: the
original of each such assignment shall be delivered to the Servicer which
shall promptly send such assignments for recording, and which shall return
the original recorded assignment to the Trustee once returned as recorded
by the applicable recording office);
(iv) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any; and
(v) except as provided below, the original or duplicate original
lender's title policy and all riders thereto.
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In the event that in connection with any Loan the Depositor cannot deliver
(a) the original recorded Mortgage, (b) all interim recorded assignments or (c)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii) or (v) above, respectively, concurrently with
the execution and delivery hereof because such document or documents have not
been returned from the applicable public recording office in the case of clause
(ii) or (iii) above, or because the title policy has not been delivered to
either the Servicer or the Depositor by the applicable title insurer in the case
of clause (v) above, the Depositor shall promptly deliver to the Trustee, in the
case of clause (ii) or (iii) above, such original Mortgage or such interim
assignment, as the case may be, with evidence of recording indicated thereon
upon receipt thereof from the public recording office, or a copy thereof,
certified, if appropriate, by the relevant recording office, but in no event
shall any such delivery of the original Mortgage and each such interim
assignment or a copy thereof, certified, if appropriate, by the relevant
recording office, be made later than one year following the Closing Date, or, in
the case of clause (v) above, no later than 120 days following the Closing Date;
provided, however, in the event the Depositor is unable to deliver by such date
each Mortgage, and each such interim assignment or each such title policy by
reason of the fact that any such documents have not been returned by the
appropriate recording office, or, in the case of each such interim assignment,
because the related Mortgage or any related interim assignment or, in the case
of each title policy, because the title insurer has not received the recording
information from the appropriate recording office for such mortgage or
assignment, has not been returned by the appropriate recording office, the
Depositor shall deliver such documents to the Trustee as promptly as possible
upon receipt thereof and, in any event, within 720 days following the Closing
Date. The Depositor shall forward or cause to be forwarded to the Trustee (a)
from time to time additional original documents evidencing an assumption or
modification of a Loan and (b) any other documents required to be delivered by
the Depositor or the Servicer to the Trustee. In the event that the original
Mortgage is not delivered and in connection with the payment in full of the
related Loan and the public recording office requires the presentation of a
"lost instruments affidavit and indemnity" or any equivalent document, because
only a copy of the Mortgage can be delivered with the instrument of satisfaction
or reconveyance, the Servicer shall execute and deliver or cause to be executed
and delivered such a document to the public recording office. In the case where
a public recording office retains the original recorded Mortgage or in the case
where a Mortgage is lost after recordation in a public recording office, the
appropriate Seller shall deliver to the Trustee a copy of such Mortgage
certified by such public recording office to be a true and complete copy of the
original recorded Mortgage.
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As promptly as practicable subsequent to such transfer and assignment, and
in any event, within thirty (30) days thereafter, the Servicer shall (i) affix
the Trustee's name to each assignment of Mortgage, as the assignee thereof as
Trustee for the benefit of the Certificateholders, (ii) cause such assignment to
be in proper form for recording in the appropriate public office for real
property records and (iii) cause to be delivered for recording in the
appropriate public office for real property records the assignments of the
Mortgages to the Trustee, except that, with respect to any assignments of
Mortgage as to which the information required to prepare such assignment in
recordable form has not yet been received, the Servicer's obligation to do so
and to deliver the same for such recording shall be as soon as practicable after
receipt of such information and in any event within thirty (30) days after
receipt thereof.
In the case of Loans that have been prepaid in full as of the Closing Date,
the Depositor, in lieu of delivering the above documents to the Trustee, will
deposit in the Certificate Account the portion of such payment that is required
to be deposited in the Certificate Account pursuant to Section 3.05 hereof.
SECTION 2.02. Acceptance by Trustee of the Loans.
The Trustee acknowledges receipt of the documents identified in the initial
certification in the form annexed hereto as Exhibit D and declares that it holds
and will hold such documents and the other documents delivered to it
constituting the Mortgage Files, and that it holds or will hold such other
assets as are included in the Trust Fund, in trust for the exclusive use and
benefit of all present and future Certificateholders and the Insurer. The
Trustee acknowledges that it will maintain possession of the Mortgage Notes in
the State of New York, unless otherwise permitted by the Rating Agencies and the
Insurer. In the event that the Trustee desires to maintain possession of the
Mortgage Notes in a state constituting one of the United States of America, the
Trustee shall, at least thirty (30) days prior to discontinuing possession of
the Mortgage Notes in the State of New York, provide (i) a Notice of such
intention to the Rating Agencies, the Insurer and the Sellers and (ii) an
Opinion of Counsel stating that such relocation of the Mortgage Notes and the
possession by the Trustee of the Mortgage Notes in such other state will not
destroy or impair the perfection by the Trustee of the security interests
assigned and granted to the Trustee pursuant to the provisions of Section 10.04.
The Trustee agrees to execute and deliver on the Closing Date to the
Depositor, the Insurer, the Servicer and the Sellers an initial certification in
the form annexed hereto as Exhibit D. Based on its review and examination, and
only as to
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the documents identified in such initial certification, the Trustee shall
acknowledge that such documents appear regular on their face and relate to the
Loans listed in the Loan Schedule or shall indicate any noted deviations. The
Trustee, at the time of delivery of the initial certification, shall be under no
duty or obligation (i) to inspect, review or examine said documents,
instruments, certificates or other papers to determine that the same are
genuine, enforceable or appropriate for the represented purpose or that they
have actually been recorded in the real estate records or that they are other
than what they purport to be on their face or (ii) to determine whether
Trustee's Mortgage File shall include any of the documents listed in Section
2.01(c), except for the Mortgage Note.
Not later than 90 days after the Closing Date, the Trustee shall deliver to
the Depositor, the Servicer and the Sellers a final certification in the form
annexed hereto as Exhibit E, with any applicable exceptions noted thereon.
If the Trustee or the Insurer finds any document constituting a part of a
Mortgage File which does not meet the requirements of Section 2.01, the Trustee
shall list such as an exception in the final certification; provided, however
that the Trustee shall not make any determination as to whether (i) any
endorsement is sufficient to transfer all right, title and interest of the party
so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note or
(ii) any assignment is in recordable form or is sufficient to effect the
assignment of and transfer to the assignee thereof under the mortgage to which
the assignment relates. In performing any such review, the Trustee may
conclusively rely on the Depositor as to the purported genuineness of any such
document and any signature thereon. It is understood that the scope of the
Trustee's review of the Mortgage Files is limited solely to confirming that the
documents listed in Section 2.01(c) have been received and further confirming
that any and all documents delivered pursuant to Section 2.01(c) have been
executed and relate to the Loans identified in the Loan Schedule. The Trustee
shall have no responsibility for determining whether any document is valid and
binding, whether the text of any assignment or endorsement is in proper or
recordable form, whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction. The appropriate Seller shall promptly
correct or cure such defect within 90 days from the date it was so notified of
such defect and, if the appropriate Seller does not correct or cure such defect
within such period, the appropriate Seller shall either (a) substitute for the
related Loan a Substitute Loan, which substitution shall be accomplished in the
manner and subject to the conditions set forth in Section 2.03, or (b) purchase
such Loan from the Trustee within 90 days from the date the appropriate Seller
was notified of such defect
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in writing at the Purchase Price of such Loan; provided, however, that in no
event shall such substitution or purchase occur more than 540 days from the
Closing Date, except that if the substitution or purchase of a Loan pursuant to
this provision is required by reason of a delay in delivery of any comments by
the appropriate recording office, and there is a dispute between either the
Servicer or the appropriate Seller and the Trustee over the location or status
of the recorded document, then such substitution or purchase shall occur within
720 days from the Closing Date. The Trustee shall deliver a report to each
Rating Agency and the Insurer within 720 days from the Closing Date indicating a
list of all documents in each Mortgage File in the possession of the Trustee.
Any such substitution pursuant to (a) above or purchase pursuant to (b) above
shall not be effected prior to the delivery to the Trustee of the opinion of
Counsel required by Section 2.05 hereof, if any, and any substitution pursuant
to (a) above shall not be effected prior to the additional delivery to the
Trustee of a Request for release substantially in the form of Exhibit J. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. The Purchase Price for any such Loan shall be
deposited by the appropriate Seller in the Certificate Account on or prior to
the Distribution Account Deposit Date for the Distribution Date in the month
following the month of repurchase and, upon receipt of such deposit and
certification with respect thereto in the form of Exhibit J hereto, the Trustee
shall release the related Mortgage File to the appropriate Seller and shall
execute and deliver at the appropriate Seller's request such instruments of
transfer or assignment prepared by the appropriate Seller, in each case without
recourse, as shall be necessary to vest in the appropriate Seller, or a
designee, the Trustee's interest in any Loan released pursuant hereto.
The Trustee shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions set forth herein. The
Servicer shall promptly deliver to the Trustee, upon the execution or receipt
thereof, the originals of such other documents or instruments constituting the
Mortgage File as come into the possession of the Servicer from time to time.
It is understood and agreed that the obligation of the appropriate Seller
to substitute for or to purchase any Loan which does not meet the requirements
of Section 2.01 above shall constitute the sole and exclusive remedy respecting
such defect available to the Trustee, the Depositor and any Certificateholder
against any Seller.
SECTION 2.03. Representations, Warranties and Covenants of the Sellers and
the Servicer.
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(a) (i) Equity One-Delaware, Equity One-Florida, Equity One-Minnesota,
Equity One-New Hampshire, Equity One-New York, Equity One-Pennsylvania, Equity
One-North Carolina and Equity One-West Virginia, in their capacities as Sellers,
hereby make the representations and warranties set forth in Schedules IIA-H
respectively, and by this reference incorporated herein, to the Depositor, the
Insurer and the Trustee, as of the Closing Date, or if so specified therein, as
of the Cut-off Date; and
(ii) Equity One-Delaware, in its capacity as Servicer, hereby makes the
representations and warranties set forth in Schedule IIX hereto, and by this
reference incorporated herein, to the Depositor, the Insurer and the Trustee, as
of the Closing Date, or if so specified therein, as of the Cut-Off Date.
(b) Equity One-Delaware, Equity One-Florida, Equity One-Minnesota, Equity
One-New Hampshire, Equity One-New York, Equity One-Pennsylvania, Equity
One-North Carolina and Equity One-West Virginia, in their capacities as Sellers,
hereby make the representations and warranties set forth in Schedule IIIA-H
respectively, and by this reference incorporated herein, to the Depositor, the
Insurer and the Trustee, as of the Closing Date, or if so specified therein, as
of the Cut-off Date.
(c) Upon discovery by any of the parties hereto or the Insurer of a breach
of a representation or warranty made pursuant to Section 2.03(b) that materially
and adversely affects the interests of the Certificateholders or the Insurer in
any Loan, the party discovering such breach shall give prompt notice thereof to
the other parties. Each Seller, for itself and not jointly and severally for all
other Sellers, hereby covenants that within 90 days of the earlier of its
discovery or its receipt of written notice from any party of a breach of any
representation or warranty made pursuant to Section 2.03(b) which materially and
adversely affects the interests of the Certificateholders or the Insurer in any
Loan listed on the Loan Schedule that pertains to such Seller, such Seller shall
cure such breach in all material respects, and if such breach is not so cured,
shall, (i) if such 90-day period expires prior to the second anniversary of the
Closing Date, remove such Loan (a "Deleted Loan") from the Trust Fund and
substitute in its place a Substitute Loan, in the manner and subject to the
conditions set forth in this Section or (ii) repurchase the affected Loan or
Loans from the Trustee at the Purchase Price in the manner set forth below;
provided, however, that any such substitution pursuant to (i) above shall not be
effected prior to the delivery to the Trustee of the Opinion of Counsel required
by Section 2.05 hereof, if any, and any such substitution pursuant to (i) above
shall not be effected prior to the additional delivery to the Trustee of a
Request for Release substantially in the form of Exhibit J and the Mortgage File
for any such Substitute Loan.
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The appropriate Seller shall promptly reimburse the Servicer and the Trustee for
any expenses reasonably incurred by the Servicer or the Trustee in respect of
enforcing the remedies for such breach. With respect to the representations and
warranties described in this Section which are made to the best of a Seller's
knowledge, if it is discovered by either the Depositor, the appropriate Seller
or the Trustee that the substance of such representation and warranty is
inaccurate and such inaccuracy materially and adversely affects the value of the
related Loan or the interests of the Certificateholders or the Insurer therein,
notwithstanding the appropriate Seller's lack of knowledge with respect to the
substance of such representation or warranty, such inaccuracy shall be deemed a
breach by such Seller of the applicable representation or warranty.
With respect to any Substitute Loan or Loans, the appropriate Seller shall
deliver to the Trustee for the benefit of the Certificateholders and the Insurer
the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and
such other documents and agreements as are required by Section 2.01, with the
Mortgage Note endorsed and the Mortgage assigned as required by Section 2.01. No
substitution is permitted to be made in any calendar month after the
Determination Date for such month. Scheduled Payments due with respect to
Substitute Loans in the month of substitution shall not be part of the Trust
Fund and will be retained by the appropriate Seller on the next succeeding
Distribution Date. For the month of substitution, distributions to
Certificateholders will include the monthly payment due on any Deleted Loan for
such month and thereafter the appropriate Seller shall be entitled to retain all
amounts received in respect of such Deleted Loan. The Servicer shall amend the
Loan Schedule for the benefit of the Certificateholders and the Insurer to
reflect the removal of such Deleted Loan and the substitution of the Substitute
Loan or Loans and the Servicer shall deliver the amended Loan Schedule to the
Trustee. Upon such substitution, the Substitute Loan or Loans shall be subject
to the terms of this Agreement in all respects, and the appropriate Seller shall
be deemed to have made with respect to such Substitute Loan or Loans, as of the
date of substitution, the representations and warranties made pursuant to
Section 2.03(b). Upon any such substitution and the deposit to the Certificate
Account of the amount required to be deposited therein in connection with such
substitution as described in the following paragraph, the Trustee shall release
the Mortgage File held for the benefit of the Certificateholders and the Insurer
relating to such Deleted Loan to the appropriate Seller and shall execute and
deliver at the appropriate Seller's direction such instruments of transfer or
assignment prepared by the appropriate Seller, in each case without recourse, as
shall be necessary to vest title in the appropriate Seller, or its designee,
with respect to the Trustee's interest in any Deleted Loan substituted for
pursuant to this Section 2.03.
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For any month in which the appropriate Seller substitutes one or more
Substitute Loans for one or more Deleted Loans, the Servicer will determine the
amount (if any) by which the aggregate principal balance of all such Substitute
Loans as of the date of substitution is less than the aggregate Stated Principal
Balance of all such Deleted Loans (after application of the scheduled principal
portion of the monthly payments due in the month of substitution). The amount of
such shortage (the "Substitution Adjustment Amount") plus an amount equal to the
aggregate of any unreimbursed Advances with respect to such Deleted Loans shall
be deposited in the Certificate Account by the appropriate Seller on or before
the Distribution Account Deposit Date for the Distribution Date in the month
succeeding the calendar month during which the related Loan became required to
be purchased or replaced hereunder.
In the event that the appropriate Seller shall have repurchased a Loan, the
Purchase Price therefor shall be deposited in the Certificate Account pursuant
to Section 3.05 on or before the Distribution Account Deposit Date for the
Distribution Date in the month following the month during which the appropriate
Seller became obligated hereunder to repurchase or replace such Loan and upon
such deposit of the Purchase Price, the delivery of the Opinion of Counsel
required by Section 2.05 and receipt of a Request for Release in the form of
Exhibit J hereto, the Trustee shall release the related Mortgage File held for
the benefit of the Certificateholders and the Insurer to such Person, and the
Trustee shall execute and deliver at such Person's direction such instruments of
transfer or assignment prepared by such Person, in each case without recourse,
as shall be necessary to transfer title from the Trustee. It is understood and
agreed that the obligation under this Agreement of any Person to cure,
repurchase or replace any Loan as to which a breach of a representation or
warranty has occurred and is continuing shall constitute the sole and exclusive
remedy against such Persons respecting such breach of a representation and
warranty available to Certificateholders, the Depositor or the Trustee on their
behalf.
The representations and warranties made pursuant to this Section 2.03 shall
survive delivery of the respective Mortgage Files to the Trustee for the benefit
of the Certificateholders and the Insurer.
SECTION 2.03A. Additional Obligations of Equity One-Delaware.
(a) In addition to the representations and warranties made by Equity
One-Delaware in its capacity as a Seller, as described in Section 2.03 and set
forth in Schedules IIA and IIIA, Equity One-Delaware hereby represents and
warrants to the Depositor, the Insurer and the Trustee that all of the
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representations and warranties of the other Sellers described in Section 2.03
and set forth in Schedules IIB-H and IIIB-H are true and accurate in all
respects.
(b) Equity One-Delaware hereby covenants that it shall comply with the
repurchase and substitution obligations described in Section 2.02 and 2.03 in
the event that (i) a breach of any of the representations and warranties set
forth in Schedules IIIB-H occurs and (ii) the related Seller defaults on its
repurchase and substitution obligations under Sections 2.02 and 2.03.
SECTION 2.04. Representations and Warranties of the Depositor as to
the Loans.
The Depositor hereby represents and warrants to the Trustee and the Insurer
with respect to each Loan as of the date hereof or such other date set forth
herein that as of the Closing Date, and following the transfer of the Loans to
it by the Sellers, the Depositor had good title to the Loans and the Mortgage
Notes were subject to no offsets, defenses or counterclaims.
The Depositor, concurrently with the execution and delivery hereof, hereby
sells, transfers, assigns, sets over, grants, bargains and otherwise conveys to
the Trustee for the benefit of the Certificateholders and the Insurer, without
recourse, all of its rights, title and interest with respect to the Loans
including, without limitation, the representations and warranties of the Sellers
made pursuant to Sections 2.03(a) and 2.03(b) hereof, together with all rights
of the Depositor to require any applicable Seller to cure any breach thereof or
to repurchase or substitute for any affected Loan in accordance with this
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 2.04 shall survive delivery of the Mortgage Files to the
Trustee. Upon discovery by the Depositor, the Insurer or the Trustee of a breach
of any of the foregoing representations and warranties set forth in this Section
2.04, which breach materially and adversely affects the interest of the
Certificateholders or the Insurer, the party discovering such breach shall give
prompt written notice to the others and to each Rating Agency.
SECTION 2.05. Delivery of Opinion of Counsel in Connection with
Substitutions.
(a) Notwithstanding any contrary provision of this Agreement, no
substitution pursuant to Section 2.02 or Section 2.03 shall be made more than 90
days after the Closing Date unless the appropriate Seller delivers to the
Trustee and the Insurer an Opinion of Counsel, which Opinion of Counsel shall
not
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be at the expense of either the Trustee or the Trust Fund, addressed to the
Trustee, to the effect that such substitution will not (i) result in the
imposition of the tax on "prohibited transactions" on the Trust Fund or
contributions after the Startup Day, as defined in Sections 860F(a)(2) and
860G(d) of the Code, respectively, or (ii) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding.
(b) Upon discovery by the Depositor, the appropriate Seller, the Servicer,
the Insurer or the Trustee that any Loan does not constitute a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, the party
discovering such fact shall promptly (and in any event within five (5) Business
Days of discovery) give written notice thereof to the other parties. In
connection therewith, the Trustee shall require the appropriate Seller, at the
appropriate Seller's option, to either (i) substitute, if the conditions in
Section 2.03(c) with respect to substitutions are satisfied, a Substitute Loan
for the affected Loan, or (ii) repurchase the affected Loan within 90 days of
such discovery in the same manner as it would a Loan for a breach of
representation or warranty made pursuant to Section 2.03. The Trustee shall
reconvey to such Seller the Loan to be released pursuant hereto in the same
manner, and on the same terms and conditions, as it would a Loan repurchased for
breach of a representation or warranty contained in Section 2.03.
SECTION 2.06. Execution and Delivery of Certificates.
The Trustee acknowledges the transfer and assignment to it of the Trust
Fund and, concurrently with such transfer and assignment and in payment
therefor, has executed and delivered to or upon the order of the Depositor, the
Certificates in authorized denominations evidencing directly or indirectly the
entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund
and exercise the rights referred to above for the benefit of all present and
future Holders of the Certificates and to perform the duties set forth in this
Agreement to the best of its ability, to the end that the interests of the
Holders of the Certificates may be adequately and effectively protected.
SECTION 2.07. REMIC Matters.
The Preliminary Statement sets forth the designations and "latest possible
maturity date" for federal income tax purposes of all interests created hereby.
The "Startup Day" for purposes of the REMIC Provisions shall be the Closing
Date. The "tax matters person" with respect to the Trust Fund shall be the
Trustee and the Trustee shall hold the Tax Matters Person Certificate. The Trust
Fund's fiscal year shall be the calendar year.
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SECTION 2.08. Covenants of the Servicer.
The Servicer hereby covenants to the Depositor, the Insurer and the Trustee
as follows:
(a) the Servicer shall comply in the performance of its obligations
under this Agreement with all reasonable rules and requirements of the
insurer under each Required Insurance Policy; and
(b) no written information, certificate of an officer, statement
furnished in writing or written report delivered to the Depositor, any
affiliate of the Depositor, the Insurer or the Trustee and prepared by the
Servicer pursuant to this Agreement will contain any untrue statement of a
material fact or omit to state a material fact necessary to make such
information, certificate, statement or report not misleading.
ARTICLE III
ADMINISTRATION AND SERVICING
OF LOANS
SECTION 3.01. Servicer to Service Loans.
For and on behalf of the Certificateholders and the Insurer, the Servicer
shall service and administer the Loans in accordance with the terms of this
Agreement and customary and usual standards of practice of prudent mortgage loan
servicers. In connection with such servicing and administration, the Servicer
shall have full power and authority, acting alone and/or through Subservicers as
provided in Section 3.02 hereof, to do or cause to be done any and all things
that it may deem necessary or desirable in connection with such servicing and
administration, including but not limited to, the power and authority, subject
to the terms hereof, (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages (but only
in the manner provided in this Agreement), (iii) to collect any Insurance
Proceeds and other Liquidation Proceeds, and (iv) to effectuate foreclosure or
other conversion of the ownership of the Mortgaged Property securing any Loan;
provided that the Servicer shall not take any action that is inconsistent with
or prejudices the interests of the Trust Fund, the Insurer or the
Certificateholders in any Loan or the rights and interests of the Depositor, the
Insurer, the Trustee and the Certificateholders under this Agreement. The
Servicer shall represent and protect the interests of the Trust Fund in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or
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litigation regarding a Loan, and shall not make or permit any modification,
waiver or amendment of any Loan which would cause the Trust Fund to fail to
qualify as a REMIC or result in the imposition of any tax under Section 860F(a)
or Section 860G(d) of the Code. Without limiting the generality of the
foregoing, the Servicer, in its own name or in the name of the Depositor and the
Trustee, is hereby authorized and empowered by the Depositor and the Trustee,
when the Servicer believes it appropriate in its reasonable judgment, to execute
and deliver, on behalf of the Trustee, the Depositor, the Certificateholders or
any of them, any and all instruments of satisfaction or cancellation, or of
partial or full release or discharge and all other comparable instruments, with
respect to the Loans, and with respect to the Mortgaged Properties held for the
benefit of the Certificateholders. The Servicer shall prepare and deliver to the
Depositor and/or the Trustee such documents requiring execution and delivery by
either or both of them as are necessary or appropriate to enable the Servicer to
service and administer the Loans to the extent that the Servicer is not
permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee shall
execute such documents and deliver them to the Servicer.
SECTION 3.02. Subservicing; Enforcement of the Obligations of Servicers.
(a) The Servicer may arrange for the subservicing of any Loan by a
Subservicer pursuant to a subservicing agreement; provided, however, that such
subservicing arrangement and the terms of the related subservicing agreement
must provide for the servicing of such Loans in a manner consistent with the
servicing arrangements contemplated hereunder. Unless the context otherwise
requires, references in this Agreement to actions taken or to be taken by the
Servicer in servicing the Loans include actions taken or to be taken by a
Subservicer on behalf of the Servicer. Notwithstanding the provisions of any
subservicing agreement, any of the provisions of this Agreement relating to
agreements or arrangements between the Servicer and a Subservicer or reference
to actions taken through a Subservicer or otherwise, the Servicer shall remain
obligated and liable to the Depositor, the Trustee, the Insurer and the
Certificateholders for the servicing and administration of the Loans in
accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such subservicing agreements or
arrangements or by virtue of indemnification from the Subservicer and to the
same extent and under the same terms and conditions as if the Servicer alone
were servicing and administering the Loans. All actions of each Subservicer
performed pursuant to the related subservicing agreement shall be performed as
an agent of the Servicer with the same force and effect as if performed directly
by the Servicer.
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(b) For purposes of this Agreement, the Servicer shall be deemed to have
received any collections, recoveries or payments with respect to the Loans that
are received by a Subservicer regardless of whether such payments are remitted
by the Subservicer to the Servicer.
SECTION 3.03. Rights of the Depositor and the Trustee in Respect of the
Servicer.
The Depositor may, but is not obligated to, enforce the obligations of the
Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Servicer hereunder and in
connection with any such defaulted obligation to exercise the related rights of
the Servicer hereunder; provided that the Servicer shall not be relieved of any
of its obligations hereunder by virtue of such performance by the Depositor or
its designee. Neither the Trustee nor the Depositor shall have any
responsibility or liability for any action or failure to act by the Servicer nor
shall the Trustee or the Depositor be obligated to supervise the performance of
the Servicer hereunder or otherwise.
SECTION 3.04. Trustee to Act as Servicer.
In the event that the Servicer shall for any reason no longer be the
Servicer hereunder (including by reason of an Event of Default), the Trustee or
its successor shall thereupon assume all of the rights and obligations of the
Servicer hereunder arising thereafter (except that the Trustee shall not be (i)
liable for losses of the Servicer pursuant to Section 3.09 hereof or any acts or
omissions of the predecessor Servicer hereunder, (ii) obligated to make Advances
if it is prohibited from doing so by applicable law, (iii) obligated to
effectuate repurchases or substitutions of Loans hereunder including, but not
limited to, repurchases or substitutions of Loans pursuant to Section 2.02 or
2.03 hereof, (iv) responsible for expenses of the Servicer pursuant to Section
2.03 or (v) deemed to have made any representations and warranties of the
Servicer hereunder). Any such assumption shall be subject to Section 7.02
hereof. If the Servicer shall for any reason no longer be the Servicer
(including by reason of any Event of Default), the Trustee or its successor
shall succeed to any rights and obligations of the Servicer under each
subservicing agreement.
The Servicer shall, upon request of the Trustee, but at the expense of the
Servicer, deliver to the assuming party all documents and records relating to
each subservicing agreement or substitute subservicing agreement and the Loans
then being serviced thereunder and an accounting of amounts collected or held by
it and otherwise use its best efforts to effect the orderly and efficient
transfer of the substitute subservicing agreement to the assuming party.
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SECTION 3.05. Collection of Loan Payments; Certificate Account;
Distribution Account; Spread Account.
(a) The Servicer shall make reasonable efforts in accordance with the
customary and usual standards of practice of prudent mortgage servicers to
collect all payments called for under the terms and provisions of the Loans to
the extent such procedures shall be consistent with this Agreement and the terms
and provisions of any related Required Insurance Policy. Consistent with the
foregoing, the Servicer may in its discretion (i) waive any late payment charge
or any prepayment charge or penalty interest in connection with the prepayment
of a Loan and (ii) extend the due dates for payments due on a Mortgage Note for
a period not greater than 180 days; provided, however, that the Servicer cannot
extend the maturity of any such Loan past the date on which the final payment is
due on the latest maturing Loan as of the Cut-off Date. In the event of any such
arrangement, the Servicer shall make Advances on the related Loan in accordance
with the provisions of Section 4.01 during the scheduled period in accordance
with the amortization schedule of such Loan without modification thereof by
reason of such arrangements. The Servicer shall not be required to institute or
join in litigation with respect to collection of any payment (whether under a
Mortgage, Mortgage Note or otherwise or against any public or governmental
authority with respect to a taking or condemnation) if it reasonably believes
that enforcing the provision of the Mortgage or other instrument pursuant to
which such payment is required is prohibited by applicable law.
(b) The Servicer shall establish and maintain a Certificate Account into
which the Servicer shall deposit or cause to be deposited on a daily basis
within one Business Day of receipt, except as otherwise specifically provided
herein, the following payments and collections remitted by Subservicers or
received by it in respect of Loans subsequent to the Cut-off Date (other than in
respect of principal and interest due on the Loans on or before the Cut-off
Date) and the following amounts required to be deposited hereunder:
(i) all payments on account of principal on the Loans, including
Principal Prepayments;
(ii) all payments on account of interest on the Loans, net of the
related Servicing Fee;
(iii) all Insurance Proceeds and Liquidation Proceeds, other than
proceeds to be applied to the restoration or repair of the Mortgaged
Property or released to the Mortgagor in accordance with the Servicer's
normal servicing procedures;
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(iv) any amount required to be deposited by the Servicer pursuant to
Section 3.05(d) in connection with any losses on Permitted Investments;
(v) any amounts required to be deposited by the Servicer pursuant to
Section 3.09(c) and, in respect of net monthly rental income from REO
Property, pursuant to Section 3.11 hereof;
(vi) all Substitution Adjustment Amounts;
(vii) all Advances made by the Servicer pursuant to Section 4.01; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for remittance by the Servicer shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments in the nature of prepayment penalties, late payment
charges or assumption fees, if collected, need not be remitted by the Servicer.
In the event that the Servicer shall remit any amount not required to be
remitted, it may at any time withdraw or direct the institution maintaining the
Certificate Account to withdraw such amount from the Certificate Account, any
provision herein to the contrary notwithstanding. Such withdrawal or direction
may be accomplished by delivering written notice thereof to the Trustee or such
other institution maintaining the Certificate Account which describes the
amounts deposited in error in the Certificate Account. The Servicer shall
maintain adequate records with respect to all withdrawals made pursuant to this
Section. All funds deposited in the Certificate Account shall be held in trust
for the Certificateholders until withdrawn in accordance with Section 3.08.
(c) The Trustee shall establish and maintain, on behalf of the
Certificateholders and the Insurer, the Distribution Account. The Trustee shall,
promptly upon receipt, deposit in the Distribution Account and retain therein
the following:
(i) the aggregate amount remitted by the Servicer to the Trustee
pursuant to Section 3.08(a)(ix); and
(ii) any other amounts deposited hereunder which are required to be
deposited in the Distribution Account.
In the event that the Servicer shall remit any amount not required to be
remitted, it may at any time direct the Trustee to withdraw such amount from the
Distribution Account, any provision herein to the contrary notwithstanding. Such
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direction may be accomplished by delivering an Officer's Certificate to the
Trustee which describes the amounts deposited in error in the Distribution
Account. All funds deposited in the Distribution Account shall be held by the
Trustee uninvested in trust for the Certificateholders until disbursed in
accordance with this Agreement or withdrawn in accordance with Section 3.08. In
no event shall the Trustee incur liability for withdrawals from the Distribution
Account at the direction of the Servicer.
(d) Each institution at which the Certificate Account and the Spread
Account is maintained shall invest the funds therein as directed in writing by
the Servicer in Permitted Investments, which shall mature not later than, in the
case of the Certificate Account, the second Business Day next preceding the
related Distribution Account Deposit Date (except that if such Permitted
Investment is an obligation of the institution that maintains such account, then
such Permitted Investment shall mature not later than the Business Day next
preceding such Distribution Account Deposit Date) and shall not be sold or
disposed of prior to its maturity. All such Permitted Investments shall be made
in the name of the Trustee, for the benefit of the Certificateholders and the
Insurer. So long as no Event of Default shall have occurred and be continuing,
all income and gain net of any losses realized from any such investment of funds
on deposit in the Certificate Account shall be for the benefit of the Servicer
as servicing compensation and shall be remitted to it monthly as provided
herein. All income and gain net of any losses realized from Permitted
Investments made with funds on deposit in the Spread Account and, if an Event of
Default shall have occurred and be continuing, from all other Permitted
Investments shall be deposited into the Spread Account. The amount of any
realized losses in the Certificate Account or the Spread Account incurred in any
such account in respect of any such investments shall promptly be deposited by
the Servicer in the Certificate Account or paid to the Trustee for deposit into
the Spread Account, as applicable. The Trustee in its fiduciary capacity shall
not be liable for the amount of any loss incurred in respect of any investment
or lack of investment of funds held in the Certificate Account or Spread Account
and made in accordance with this Section 3.05.
(e) The Servicer shall give notice to the Trustee, the Insurer, each
Seller, each Rating Agency and the Depositor of any proposed change of the
location of the Certificate Account prior to any change thereof. The Trustee
shall give notice to the Servicer, the Seller, each Rating Agency and the
Depositor of any proposed change of the location of the Distribution Account
prior to any change thereof.
(f) Amounts on deposit in the Spread Account may be invested in Permitted
Investments which shall mature no later than the Business Day immediately
preceding the next Distribution
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Date; provided, however, that amounts on deposit in the Spread Account may
mature at a later date than that set forth above, upon receipt by the Trustee of
the Insurer's consent and confirmation in writing from each Rating Agency that
such investment's maturity shall not result in a downgrade of the Class A
Certificates.
SECTION 3.06. Payment of Taxes, Assessments, Hazard Insurance Premiums and
Similar Items.
(a) The Servicer shall require Mortgagors to pay all taxes, assessments,
hazard insurance premiums, flood insurance premiums, condominium association
dues or comparable items for the account of the Mortgagors.
(b) The Servicer shall advance any payments referred to in Section 3.06(a)
that are not timely paid by the Mortgagors on the date when the tax, premium or
other cost for which such payment is intended is due, but the Servicer shall be
required so to advance only to the extent that such advances, in the good faith
judgment of the Servicer, are required to be made to protect the lien of the
Mortgage and will be recoverable by the Servicer out of Insurance Proceeds,
Liquidation Proceeds or otherwise. The amount of any such advances made by the
Servicer for the purpose of maintaining any hazard or flood insurance shall not,
for the purpose of calculating monthly distributions to the Certificateholders
or remittances to the Trustee for their benefit, be added to the principal
balance of the related Loan, notwithstanding that the terms of the Loan so
permit. Any advance made by the Servicer pursuant to this Section 3.06 shall be
recoverable as a Servicing Advance to the extent permitted by Section 3.08.
SECTION 3.07. Access to Certain Documentation and Information Regarding
the Loans.
The Servicer shall afford the Depositor, the Insurer, the Trustee and each
Rating Agency reasonable access to all records and documentation regarding the
Loans and all accounts, insurance information and other matters relating to this
Agreement, such access being afforded without charge, but only upon reasonable
request and during normal business hours at the office designated by the
Servicer.
Upon reasonable advance notice in writing, the Servicer will provide to
each Certificateholder which is a savings and loan association, bank or
insurance company certain reports and reasonable access to information and
documentation regarding the Loans sufficient to permit such Certificateholder to
comply with applicable regulations of the OTS or other regulatory authorities
with respect to investment in the Certificates; provided that the Servicer shall
be entitled to be reimbursed by each such
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Certificateholder for actual expenses incurred by the Servicer in providing such
reports and access.
SECTION 3.08. Permitted Withdrawals from the Certificate Account and
Distribution Account.
(a) The Servicer may from time to time make withdrawals from the
Certificate Account for the following purposes:
(i) to pay to the Servicer (to the extent not previously retained by
the Servicer) the servicing compensation to which it is entitled pursuant
to Section 3.14, and, subject to Section 3.05(d), to pay to the Servicer or
the Spread Account, as the case may be, as additional servicing
compensation, earnings on or investment income with respect to funds in or
credited to the Certificate Account;
(ii) to reimburse the Servicer for unreimbursed Advances made by it,
such right of reimbursement pursuant to this subclause (ii) being limited
to amounts received on the Loan(s) in respect of which any such Advance was
made;
(iii) to reimburse the Servicer for any Nonrecoverable Advance
previously made;
(iv) to reimburse the Servicer for Insured Expenses from the related
Insurance Proceeds;
(v) to reimburse the Servicer for (a) unreimbursed Servicing Advances,
the Servicer's right to reimbursement pursuant to this clause (a) with
respect to any Loan being limited to amounts received on such Loan(s) which
represent late recoveries of the payments for which such advances were made
pursuant to Section 3.01 or Section 3.06 and (b) for unpaid Servicing Fees
as provided in Section 3.11 hereof;
(vi) to pay to the purchaser, with respect to each Loan or property
acquired in respect thereof that has been purchased pursuant to Section
2.02, 2.03 or 3.11, all amounts received thereon after the date of such
purchase;
(vii) to reimburse the Sellers, the Servicer or the Depositor for
expenses incurred by any of them and reimbursable pursuant to Section 6.03
hereof;
(viii) to withdraw any amount deposited in the Certificate Account and
not required to be deposited therein;
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(ix) on or prior to the Distribution Account Deposit Date, to withdraw
an amount equal to the related Available Funds for such Distribution Date
and remit such amount to the Trustee for deposit in the Distribution
Account; and
(x) to clear and terminate the Certificate Account upon termination of
this Agreement pursuant to Section 9.01 hereof.
The Servicer shall keep and maintain separate accounting, on a Loan by Loan
basis, for the purpose of justifying any withdrawal from the Certificate Account
pursuant to such subclauses (i), (ii), (iv), (v) and (vi). Prior to making any
withdrawal from the Certificate Account pursuant to subclause (iii), the
Servicer shall deliver to the Trustee an Officer's Certificate of a Servicing
Officer indicating the amount of any previous Advance determined by the Servicer
to be a Nonrecoverable Advance and identifying the related Loans(s), and their
respective portions of such Nonrecoverable Advance.
(b) The Trustee shall withdraw funds from the Distribution Account for
distributions to Certificateholders in the manner specified in this Agreement
(and to withhold from the amounts so withdrawn, the amount of any taxes that it
is authorized to withhold pursuant to the last paragraph of Section 8.11). In
addition, the Trustee may from time to time make withdrawals from the
Distribution Account for the following purposes:
(i) to pay to itself the Trustee Fee and certain expenses for the
related Distribution Date;
(ii) to withdraw and return to the Servicer any amount deposited in
the Distribution Account and not required to be deposited therein; and
(iii) to clear and terminate the Distribution Account upon termination
of the Agreement pursuant to Section 9.01 hereof.
SECTION 3.09. Maintenance of Hazard Insurance; Maintenance of Primary
Insurance Policies.
(a) The Servicer shall require Mortgagors to maintain, for each Loan,
hazard insurance with extended coverage in an amount that is at least equal to
the original principal balance of the related Loan or the replacement cost of
the related Mortgaged Property, whichever is less. Each such policy of standard
hazard insurance shall contain, or have an accompanying endorsement that
contains, a standard mortgagee clause. Any
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amounts collected by the Servicer under any such policies (other than the
amounts to be applied to the restoration or repair of the related Mortgaged
Property or amounts released to the Mortgagor in accordance with the Servicer's
normal servicing procedures) shall be deposited in the Certificate Account. It
is understood and agreed that no earthquake or other additional insurance is to
be required of any Mortgagor or maintained on property acquired in respect of a
Mortgage 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
Mortgaged Property is located at the time of origination of the Loan in a
federally designated special flood hazard area and such area is participating in
the national flood insurance program, the Servicer shall require the related
Mortgagor to maintain flood insurance with respect to such Loan. Such flood
insurance shall be in an amount equal to the original principal balance of the
related Loan.
(b) The Servicer shall not be required to have Mortgagors maintain any
Primary Mortgage Insurance Policy with respect to any Loan, but may do so. The
Servicer shall not take any action which would result in non-coverage under any
applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of the Servicer, would have been covered thereunder. If any Mortgagor
fails to pay the premiums for its Primary Mortgage Insurance Policy, if any, the
Servicer may, but shall not be required to, pay such premiums. Any payment made
by the Servicer pursuant to this Section 3.09(b) shall be recoverable as a
Servicing Advance to the extent permitted by Section 3.08.
(c) In connection with its activities as Servicer of the Loans, the
Servicer agrees to present on behalf of itself, the Trustee, the Insurer and
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Loans. Any amounts collected by the Servicer under any
Primary Mortgage Insurance Policies shall be deposited in the Certificate
Account.
SECTION 3.10. Enforcement of Due-on-Sale Clauses; Assumption Agreements.
(a) When any property subject to a Mortgage has been conveyed by the
Mortgagor, the Servicer, to the extent that it has knowledge of such conveyance,
may, at its discretion, but is not required to, enforce any due-on-sale clause
contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any Required
Insurance Policy. The
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Servicer is authorized, subject to Section 3.10(b), to take 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, unless prohibited by applicable
state law, the Mortgagor remains liable thereon, provided that the Loan shall
continue to be covered (if so covered before the Servicer enters such agreement)
by the applicable Required Insurance Policies. The Servicer, subject to Section
3.10(b), is also authorized with the prior approval of the insurers under any
Required Insurance Policies to enter into a substitution of liability agreement
with such Person, pursuant to which the original Mortgagor is released from
liability and such Person is substituted as Mortgagor and becomes liable under
the Mortgage Note. Notwithstanding the foregoing, the Servicer shall not be
deemed to be in default under this Section by reason of any transfer or
assumption which the Servicer reasonably believes it is restricted by law from
preventing, for any reason whatsoever.
(b) In any case in which a Mortgaged Property has been conveyed to a Person
by a Mortgagor, and such Person is to enter into an assumption agreement or
modification agreement or supplement to the Mortgage Note or Mortgage that
requires the signature of the Trustee, or if an instrument of release signed by
the Trustee is required releasing the Mortgagor from liability on the Loan, the
Servicer shall prepare and deliver or cause to be prepared and delivered to the
Trustee for signature and shall direct, in writing, the Trustee to execute the
assumption agreement with the Person to whom the Mortgaged Property is to be
conveyed and such modification agreement or supplement to the Mortgage Note or
Mortgage or other instruments as are reasonable or necessary to carry out the
terms of the Mortgage Note or Mortgage or otherwise to comply with any
applicable laws regarding assumptions or the transfer of the Mortgaged Property
to such Person. In connection with any such assumption, no material term of the
Mortgage Note may be changed. In addition, the substitute Mortgagor and the
Mortgaged Property must be acceptable to the Servicer in accordance with its
underwriting standards as then in effect. Together with each such substitution,
assumption or other agreement or instrument delivered to the Trustee for
execution by it, the Servicer shall deliver an Officer's Certificate signed by a
Servicing Officer stating that the requirements of this subsection have been met
in connection therewith. The Servicer shall notify the Trustee that any such
substitution or assumption agreement has been completed by forwarding to the
Trustee the original of such substitution or assumption agreement, which in the
case of the original shall be added 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. Any fee
collected by the Servicer for entering into an assumption
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or substitution of liability agreement will be retained by the Servicer as
additional servicing compensation.
SECTION 3.11. Realization Upon Defaulted Loans; Repurchase of Certain
Loans.
The Servicer shall use reasonable efforts to foreclose upon or otherwise
comparably convert the ownership of properties securing such of the Loans as
come into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments. In connection with such
foreclosure or other conversion, the Servicer shall 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 and meet the requirements of
the insurer under any Required Insurance Policy; provided, however, that the
Servicer 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 and/or foreclosure will increase the proceeds of
liquidation of the Loan after reimbursement to itself of such expenses and (ii)
that such expenses will be recoverable to it through Liquidation Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Certificate Account). The Servicer shall be responsible for all other costs and
expenses incurred by it in any such proceedings; provided, however, that it
shall be entitled to reimbursement thereof from the liquidation proceeds with
respect to the related Mortgaged Property, as provided in the definition of
Liquidation Proceeds. If the Servicer has knowledge that a Mortgaged Property
which the Servicer is contemplating acquiring in foreclosure or by deed in lieu
of foreclosure is located within a 1 mile radius of any site with environmental
or hazardous waste risks known to the Servicer, the Servicer will, prior to
acquiring the Mortgaged Property, (i) consider such risks and only take action
in accordance with its established environmental review procedures (ii) consult
with the Insurer and obtain the Insurer's consent to such action.
With respect to any REO Property, the deed or certificate of sale shall be
taken in the name of the Trustee for the benefit of the Certificateholders, or
its nominee, on behalf of the Certificateholders. The Trustee's name shall be
placed on the title to such REO Property solely as the Trustee hereunder and not
in its individual capacity. The Servicer shall ensure that the title to such REO
Property references this Agreement and the Trustee's capacity thereunder.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests
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of the Certificateholders, rent the same, or any part thereof, as the Servicer
deems to be in the best interest of the Certificateholders for the period prior
to the sale of such REO Property. The Servicer shall prepare for and deliver to
the Trustee a statement with respect to each REO Property that has been rented
showing the aggregate rental income received and all expenses incurred in
connection with the management and maintenance of such REO Property at such
times as is necessary to enable the Trustee to comply with the reporting
requirements of the REMIC Provisions. The net monthly income, if any, from such
REO Property shall be deposited in the Certificate Account no later than the
close of business on each Determination Date. The Servicer shall perform the tax
reporting and withholding required by Sections 1445 and 6050J of the Code with
respect to foreclosures and abandonments, the tax reporting required by Section
6050H of the Code with respect to the receipt of mortgage interest from
individuals and any tax reporting required by Section 6050P of the Code with
respect to the cancellation of indebtedness by certain financial entities, by
preparing such tax and information returns as may be required, in the form
required, and delivering the same to the Trustee for filing.
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
Loan, the Servicer shall dispose of such Mortgaged Property prior to two years
after its acquisition by the Trust Fund unless the Trustee shall have been
supplied with an Opinion of Counsel (which opinion of Counsel shall not be at
the expense of the Trustee) to the effect that the holding by the Trust Fund of
such Mortgaged Property subsequent to such two-year period will not result in
the imposition of taxes on "prohibited transactions" of the REMIC hereunder as
defined in section 860F of the Code or cause the REMIC 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). 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 in such a manner or pursuant to any
terms that would (i) cause such Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of section 860G(a)(8) of the Code or
(ii) subject the REMIC to the imposition of any federal, state or local income
taxes on the income earned from such Mortgaged Property under Section 860G(c) of
the Code or otherwise, unless the Servicer has agreed to indemnify and hold
harmless the Trust Fund with respect to the imposition of any such taxes.
The decision of the Servicer to foreclose on a defaulted Loan shall be
subject to a determination by the
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Servicer that the proceeds of such foreclosure would exceed the costs and
expenses of bringing such a proceeding.
The proceeds from any liquidation of a Loan, as well as any income from an
REO Property, will be applied in the following order of priority: first, to
reimburse the Servicer for any related unreimbursed Servicing Advances and
Servicing Fees related to such Liquidated Loan; second, to reimburse the
Servicer for any unreimbursed Advances; third, to accrued and unpaid interest
(to the extent no Advance has been made for such amount or any such Advance has
been reimbursed) on the Loan or related REO Property, at the Adjusted Net
Mortgage Rate to the Due Date occurring in the month in which such amounts are
required to be distributed; and fourth, as a recovery of principal of the Loan.
Excess Proceeds, if any, from the liquidation of a Liquidated Loan will be
retained by the Servicer as additional servicing compensation pursuant to
Section 3.14.
The Servicer, in its sole discretion, shall have the right to purchase for
its own account or for resale as set forth herein from the Trust Fund any Loan
which is 91 days or more delinquent at a price equal to the Purchase Price. The
Purchase Price for any Loan purchased hereunder shall be deposited in the
Certificate Account and the Trustee, upon receipt of a Request for Release from
the Servicer substantially in the form of Exhibit J hereto, shall release or
cause to be released to the Servicer the related Mortgage File and shall execute
and deliver such instruments of transfer or assignment prepared by the purchaser
of such Loan, in each case without recourse, as shall be necessary to vest in
the Servicer any Loan released pursuant hereto and the Servicer shall succeed to
all the Trustee's right, title and interest in and to such Loan and all security
and documents related thereto. Such assignment shall be a sale and assignment
outright and not for security. The Servicer shall thereupon own such Loan, and
all security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto.
SECTION 3.12. Trustee to Cooperate; Release of Mortgage Files.
Upon the payment in full of any Loan, or the receipt by the Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Servicer will immediately notify the Trustee by delivering,
or causing to be delivered a Request for Release substantially in the form of
Exhibit J. Upon receipt of such request, the Trustee shall promptly release the
related Mortgage File to the Servicer, and the Trustee shall at the Servicer's
direction execute and deliver to the Servicer the request for reconveyance, deed
of reconveyance or release or satisfaction of mortgage or such instrument
releasing the lien of the Mortgage in each case
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provided by the Servicer. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor. From time to time and as shall be appropriate for the servicing or
foreclosure of any Loan, including for such purpose, collection under any policy
of flood insurance, any fidelity bond or errors or omissions policy, or for the
purposes of effecting a partial release of any Mortgaged Property from the lien
of the Mortgage or the making of any corrections to the Mortgage Note or the
Mortgage or any of the other documents included in the Mortgage File, the
Trustee shall, upon delivery to the Trustee of a Request for Release
substantially in the form of Exhibit J signed by a Servicing Officer, release
the Mortgage File to the Servicer. Subject to the further limitations set forth
below, the Servicer shall cause the Mortgage File or documents so released to be
returned to the Trustee when the need therefor by the Servicer no longer exists,
unless the Loan is liquidated and the proceeds thereof are deposited in the
Certificate Account, in which case the Servicer shall deliver to the Trustee a
Request for Release substantially in the form of Exhibit J, signed by a
Servicing Officer.
If the Servicer at any time seeks to initiate a foreclosure proceeding in
respect of any Mortgaged Property as authorized by this Agreement, the Servicer
shall deliver or cause to be delivered to the Trustee, for signature, as
appropriate, any court pleadings, requests for trustee's sale or other documents
necessary to effectuate such foreclosure or any legal action brought to obtain
judgment against the Mortgagor on the Mortgage Note or the Mortgage or to obtain
a deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.
SECTION 3.13. Documents Records and Funds in Possession of Servicer to be
Held for the Trustee.
Notwithstanding any other provisions of this Agreement, the Servicer shall
transmit to the Trustee as required by this Agreement all documents and
instruments in respect of a Loan coming into the possession of the Servicer from
time to time and shall account fully to the Trustee for any funds received by
the Servicer or which otherwise are collected by the Servicer as Liquidation
Proceeds or Insurance Proceeds in respect of any Loan. All Mortgage Files and
funds collected or held by, or under the control of, the Servicer in respect of
any Loans, whether from the collection of principal and interest payments or
from Liquidation Proceeds, including but not limited to, any funds on deposit in
the Certificate Account, shall be held by the Servicer for and on behalf of the
Trustee and shall be and remain the sole and exclusive property of the Trustee,
subject to the applicable provisions of this Agreement. The Servicer also
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agrees that it shall not create, incur or subject any Mortgage File or any funds
that are deposited in the Certificate Account, Distribution Account, or any
funds that otherwise are or may become due or payable to the Trustee for the
benefit of the Certificateholders or the Insurer, to any claim, lien, security
interest, judgment, levy, writ of attachment or other encumbrance, or assert by
legal action or otherwise any claim or right of setoff against any Mortgage File
or any funds collected on, or in connection with, a Loan, except, however, that
the Servicer shall be entitled to set off against and deduct from any such funds
any amounts that are properly due and payable to the Servicer under this
Agreement.
SECTION 3.14. Servicing Compensation.
As compensation for its activities hereunder, the Servicer shall be
entitled to retain or withdraw from the Certificate Account an amount equal to
the Servicing Fee for each Loan, provided that the aggregate Servicing Fee with
respect to any Distribution Date shall be reduced (i) by an amount equal to the
aggregate of the Prepayment Interest Shortfalls, if any, with respect to such
Distribution Date, up to the full amount of the aggregate Servicing Fee, and
(ii) with respect to the first Distribution Date, an amount equal to any amount
to be deposited into the Distribution Account by the Depositor pursuant to
Section 2.01(a) and not so deposited. Notwithstanding the preceding sentence,
the Servicer shall, on each Distribution Date after the Call Option Date, reduce
its Servicing Fee to the extent necessary to maintain the Weighted Average
Adjusted Net Mortgage Rate at a rate no less than 8.05%.
Additional servicing compensation in the form of Excess Proceeds,
Prepayment Interest Excess, prepayment penalties, assumption fees, late payment
charges and all income and gain net of any losses realized from Permitted
Investments made with funds on deposit in the Certificate Account shall be
retained by the Servicer to the extent not required to be deposited in the
Certificate Account pursuant to Section 3.05 hereof. The Servicer shall be
required to pay all expenses incurred by it in connection with its servicing
activities hereunder and shall not be entitled to reimbursement therefor except
as specifically provided in this Agreement.
SECTION 3.15. Access to Certain Documentation.
The Servicer shall provide to the OTS and the FDIC and to comparable
regulatory authorities supervising Holders of Subordinated Certificates and the
examiners and supervisory agents of the OTS, the FDIC and such other
authorities, access to the documentation regarding the Loans required by
applicable regulations of the OTS and the FDIC. Such access shall be afforded
without charge, but only upon reasonable and prior
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written request and during normal business hours at the offices designated by
the Servicer. Nothing in this Section shall limit the obligation of the Servicer
to observe any applicable law prohibiting disclosure of information regarding
the Mortgagors and the failure of the Servicer to provide access as provided in
this Section as a result of such obligation shall not constitute a breach of
this Section.
SECTION 3.16. Annual Statement as to Compliance.
The Servicer shall deliver to the Depositor, the Insurer and the Trustee on
or before 120 days after the end of the Servicer's fiscal year, commencing with
its 1997 fiscal year, an Officer's Certificate stating, as to the signer
thereof, that (i) a review of the activities of the Servicer during the
preceding fiscal year and of the performance of the Servicer under this
Agreement has been made under such officer's supervision and (ii) to the best of
such officer's knowledge, based on such review, the Servicer has fulfilled all
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof. The Trustee
shall forward a copy of each such statement to each Rating Agency and to the
Insurer.
SECTION 3.17. Annual Independent Public Accountants' Servicing Statement;
Financial Statements.
On or before 120 days after the end of the Servicer's fiscal year,
commencing with its 1997 fiscal year, the Servicer at its expense shall cause a
nationally or regionally recognized firm of independent public accountants (who
may also render other services to the Servicer, the Seller or any affiliate
thereof) which is a member of the American Institute of Certified Public
Accountants to furnish a statement to the Trustee, the Insurer and the Depositor
to the effect that such firm has examined certain documents and records relating
to the servicing of the Loans under this Agreement and that, on the basis of
such examination, conducted substantially in compliance with the Uniform Single
Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FNMA and FHLMC, such servicing has been conducted in compliance
with such pooling and servicing agreements except for such significant
exceptions or errors in records that, in the opinion of such firm, the Uniform
Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FNMA and FHLMC requires it to report. In rendering such
statement, such firm may rely, as to matters relating to direct servicing of
mortgage loans by Subservicers, upon comparable statements for examinations
conducted substantially in compliance with the Uniform Single
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Attestation Program for Mortgage Bankers or the Audit Program for Mortgages
serviced for FNMA and FHLMC (rendered within one year of such statement) of
independent public accountants with respect to the related Subservicer. Copies
of such statement shall be provided by the Trustee to any Certificateholder upon
request at the Servicer's expense, provided such statement is delivered by the
Servicer to the Trustee.
SECTION 3.18. Errors and Omissions Insurance; Fidelity Bonds.
The Servicer shall for so long as it acts as servicer under this Agreement,
obtain and maintain in force (a) a policy or policies of insurance covering
errors and omissions in the performance of its obligations as Servicer hereunder
and (b) a fidelity bond in respect of its officers, employees and agents. Each
such policy or policies and bond shall, together, comply with the requirements
from time to time of FNMA or FHLMC for persons performing servicing for mortgage
loans purchased by FNMA or FHLMC. In the event that any such policy or bond
ceases to be in effect, the Servicer shall obtain a comparable replacement
policy or bond from an insurer or issuer, meeting the requirements set forth
above as of the date of such replacement.
SECTION 3.19. Optional Removal of Servicer by the Insurer.
If any of the following occur, the Insurer shall have the option (but not
the obligation), by notice in writing to the Servicer (with a copy to each
Rating Agency), to terminate all of the rights and obligations of the Servicer
under this Agreement and in and to the Loans and the proceeds thereof, other
than its rights as a Certificateholder hereunder:
(i) if on three consecutive Distribution Dates, the aggregate
outstanding principal balance of Loans more than 60 days contractually
delinquent (including Loans in foreclosure and REO Properties) as of the
end of the related Interest Accrual Period exceeds (a) prior to the
Step-Down Date, 6.00% of the Pool Principal Balance as of the end of the
related Interest Accrual Period or (b) on or after the Step-Down Date,
7.50% of the Pool Principal Balance as of the end of the related Interest
Accrual Period;
(ii) if on any Distribution Date, the cumulative Loan Losses over the
prior twelve month period exceed 1.00% of the average Pool Principal
Balance as of the end of the twelve preceding Interest Accrual Periods; or
(iii) if on any Distribution Date, the cumulative Loan Losses since
the Cut-Off Date exceed 2.50% of the Cut-off Date Pool Principal Balance.
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On and after the receipt by the Servicer of the notice described in this
Section, all authority and power of the Servicer hereunder, whether with respect
to the Loans or otherwise, shall pass to and be vested in the Trustee, which
shall act as servicer in accordance with the duties and obligations described in
Sections 7.02 and 7.03.
ARTICLE IIIA
SPREAD ACCOUNT; POLICY
SECTION 3A.01 Establishment of Spread Account; Deposits in Spread Account;
Permitted Withdrawals from Spread Account.
(a) No later than the Closing Date, the Trustee will establish and maintain
for the benefit of the Certificateholders and the Insurer an Eligible Account
titled "Spread Account, The Chase Manhattan Bank, as trustee for the registered
holders of Equity One ABS, Inc. Mortgage Pass-Through Certificates, Series
1997-1." The Spread Account will be initially funded by a deposit in the amount
of $514,208.30. The Spread Account shall be treated as a "qualified reserve
fund" under applicable Treasury regulations. Except as set forth in clause (c)
of this Section 3A.01, the Trustee shall, promptly upon receipt, deposit into
the Spread Account and retain therein:
(i) on each Distribution Date, the Monthly Spread Account Deposit
Amount transferred by the Trustee pursuant to Section 4.02(a)(vi); and
(ii) upon receipt, amounts required to be deposited or to be paid by
the Servicer pursuant to Section 3.05(d) and (f) in connection with losses
and gains on investments of amounts in the Spread Account.
(b) Amounts on deposit in the Spread Account shall be withdrawn on each
Distribution Date by the Trustee in the following order of priority:
(i) to deposit in the Distribution Account an amount equal to the
excess of the Remittance Amount for such Distribution Date over the Net
Available Funds for such Distribution Date (any such amount, the "Spread
Account Draw");
(ii) to the extent that the amount then on deposit in the Spread
Account exceeds the Specified Spread Account Requirement as of such
Distribution Date (such excess, a "Spread Account Excess"), an amount equal
to such Spread
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Account Excess shall be distributed to the Class R Certificateholders;
and also, in no particular order of priority:
(iii) to invest amounts on deposit in the Spread Account in Eligible
Investments pursuant to Section 3.05(f);
(iv) to withdraw any amount not required to be deposited in the Spread
Account or deposited therein in error; and
(v) to clear and terminate the Spread Account upon the termination of
this Agreement and, upon such termination, to distribute the balance, if
any, to the Class R Certificateholders.
(c) On the Distribution Date on which all amounts due have been paid to the
Class A Certificateholders including the Insurer as subrogee of the Class A
Certificateholders, and all I&I Payments have been paid to the Insurer, the
Trustee, after making any withdrawals from the Spread Account required pursuant
to the preceding paragraph, shall:
(i) clear and terminate the Spread Account, liquidate any investments
therein and distribute any uninvested funds therein or the proceeds of such
liquidation to the Class R Certificateholders; and
(ii) distribute future receipts of the Spread Account Deposit Amount
to the Class R Certificateholders.
(d) the Spread Account may be terminated at any time with the prior written
approval of the Insurer and the Rating Agencies and written confirmation that
such termination will not result in a downgrade of the Class A Certificates
without taking the Policy into account.
SECTION 3A.02 Policy.
(a) As soon as possible, and in no event later than 12:00 noon New York
time on the second Business Day immediately preceding the Distribution Date, the
Trustee shall furnish the Insurer and the Servicer with a completed notice in
the form set forth as Exhibit A to the Endorsement to the Policy (the "Notice")
in the event that the sum of Net Available Funds and the Spread Account Draw is
insufficient to pay the Remittance Amount on such Distribution Date. The Notice
shall specify the Insured Amount required and shall constitute a claim for an
Insured Amount pursuant to the Policy. Upon receipt of Insured Amounts on behalf
of the Class A Certificateholders under the Policy, the Trustee shall deposit
such Insured Amounts in the
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Distribution Account and shall distribute such Insured Amounts pursuant to
Section 4.02.
(b) The Trustee shall receive, as attorney-in-fact of each Holder of a
Class A Certificate, any Insured Amount from the Insurer and disburse the same
to each Holder of a Class A Certificate in accordance with the provisions of
Section 4.02. Insured Amounts disbursed by the Trustee from proceeds of the
Policy shall not be considered payment by the Trust nor shall such payments
discharge the obligation of the Trust with respect to the related Class of Class
A Certificates, and the related Class Certificate Balance shall be deemed not
reduced for such purposes and the Insurer shall become the owner of such unpaid
amounts due from the Trust in respect of such Class of Class A Certificates. The
Trustee hereby agrees on behalf of each Holder of a Class A Certificate for the
benefit of the Insurer that it recognizes that to the extent the Insurer pays
Insured Amounts, either directly or indirectly (as by paying through the
Trustee), to the Class A Certificateholders, the Insurer will be subrogated to
the rights of such Class A Certificateholders, as applicable, with respect to
such Insured Amount, shall be deemed to the extent of the payments so made to be
a registered Class A Certificateholder for purposes of payment and shall receive
all future related Remittance Amounts until all such Insured Amounts paid by the
Insurer have been fully reimbursed, subject to the following paragraph. To
evidence such subrogation, the Trustee shall note the Insurer's rights as
subrogee on the registration books maintained by the Trustee and on any related
Class A Certificates surrendered for payment upon receipt from the Insurer of
proof of payment of any Insured Amount. Except as otherwise described herein,
the Insurer shall not acquire any voting rights hereunder as a result of such
subrogation. The effect of the foregoing provisions is that, to the extent of
Insured Amounts paid by it, the Insurer shall be paid before payment of the
balance of the related Remittance Amount is made to the other Holders of the
related Class of Class A Certificates subject to the following paragraph.
(c) It is understood and agreed that the intention of the parties is that
the Insurer shall not be entitled to reimbursement on any Distribution Date for
amounts previously paid by it unless on such Distribution Date the Class of
Class A Certificateholders shall also have received the full amount of the
related Remittance Amount for such Distribution Date.
(d) The Trustee shall keep complete and accurate records of the amount of
Insured Amounts paid and the Insurer shall have the right to inspect such
records at reasonable times upon one Business Day's prior notice to the Trustee.
(e) The Trustee shall promptly notify the Insurer of any proceeding or the
institution of any action seeking the
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avoidance as a preferential transfer under applicable bankruptcy, insolvency,
receivership or similar law (a "Preference Claim") of any distribution made with
respect to the Class A Certificates. Each Holder, by its purchase of Class A
Certificates, and the Trustee hereby agree that, the Insurer (so long as no
Insurer Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including, without limitation, (i) the direction of any appeal
of any order relating to any Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition and
without limitation of the foregoing, the Insurer shall be subrogated to the
rights of the Trustee and each such Holder in the conduct of any such Preference
Claim, including, without limitation, all rights of any party to an adversary
proceeding action with respect to any order issued in connection with any such
Preference Claim. Insured Amounts paid by the Insurer to the Trustee shall be
received by the Trustee, as agent to the Certificateholders. The Trustee is not
permitted to make a claim on the Trust or on any Certificateholder for payments
made to Certificateholders under the Policy which are characterized as
preference payments by any federal bankruptcy court having jurisdiction over any
bankrupt Mortgagor unless ordered to do so by such bankruptcy court.
ARTICLE IV
DISTRIBUTIONS AND
ADVANCES BY THE SERVICER
SECTION 4.01. Advances.
The Servicer shall determine on or before each Servicer Advance Date
whether it is required to make an Advance pursuant to the definition thereof. If
the Servicer determines it is required to make an Advance, it shall, on or
before the Servicer Advance Date, either (i) deposit into the Certificate
Account an amount equal to the Advance or (ii) make an appropriate entry in its
records relating to the Certificate Account that any Amount Held for Future
Distribution has been used by the Servicer in discharge of its obligation to
make any such Advance. Any funds so applied shall be replaced by the Servicer by
deposit in the Certificate Account no later than the close of business on the
next Servicer Advance Date. The Servicer shall be entitled to be reimbursed from
the Certificate Account for all Advances of its own funds made pursuant to this
Section as provided in Section 3.08. The obligation to make Advances with
respect to any Loan shall continue if such Loan has been foreclosed or otherwise
terminated and the Mortgaged Property has not been liquidated.
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SECTION 4.02. Priorities of Distribution.
(a) Except with respect to certain Distribution Dates following the
depletion of the Spread Account as described below, on each Distribution Date,
the Trustee shall distribute the following amounts from Distributable Funds, to
the extent available, in the priority indicated:
(i) first, the Insurer's Monthly Premium;
(ii) second, the Trustee Fee, except to the extent paid by withdrawals
under Section 3.08;
(iii) third, to the Servicer, an amount equal to the sum of (i) the
Servicing Fee, except to the extent paid by withdrawals under Section 3.08, and
(ii) any other amounts expended by the Servicer and reimbursable thereto under
the Agreement but not previously reimbursed;
(iv) fourth, to each Class of Class A Certificates, the related Interest
Distribution Amount pro rata based on each such Class' Interest Distribution
Amount;
(v) fifth, to the Class A Certificates as follows: to the Class A-1, Class
A-2, Class A-3, Class A-4, and Class A-5 Certificates, in that order, until the
Class Certificate Balance of each such Class is reduced to zero, the Certificate
Formula Principal Amount;
(vi) sixth, to the Insurer, any I&I Payments; and
(vii) seventh, for deposit into the Spread Account, the Monthly Spread
Account Deposit Amount up to the Specified Spread Account Requirement; and
(viii) eighth, to the Class R Certificateholders, the sum of (i) the Spread
Account Excess, if any, and (ii) any remaining Available Funds.
Notwithstanding the foregoing, if on any Distribution Date following the
depletion of the Spread Account, the Insurer fails to pay an Insured Amount when
due, the Certificate Formula Principal Amount will be distributed to each Class
of Class A Certificates on a pro rata basis in proportion to the respective
Class Certificate Balances for each such Class.
(b) On each Distribution Date, the amount referred to in clause (i) of the
definition of Interest Distribution Amount for each Class of Certificates for
such Distribution Date shall be reduced by (i) the related Class' pro rata share
of Net Prepayment Interest Shortfalls based on such Class' Interest Distribution
Amount for such Distribution Date without taking
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into account such Net Prepayment Interest Shortfalls and (ii) each Relief Act
Reduction incurred during the calendar month preceding the month of such
Distribution Date.
SECTION 4.03. Monthly Statements to Certificateholders.
(a) Not later than each Distribution Date, the Trustee shall prepare and
cause to be forwarded by first class mail to each Certificateholder, the
Insurer, the Servicer, the Depositor and each Rating Agency a statement setting
forth with respect to the related distribution:
(i) the amount thereof allocable to principal, separately identifying
the aggregate amount of any Principal Prepayments and Liquidation Proceeds
included therein;
(ii) the amount thereof allocable to interest, any Class Unpaid
Interest Amount included in such distribution and any remaining Class
Unpaid Interest Amount after giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the shortfall
and the allocation thereof as between principal and interest;
(iv) the Class Certificate Balance of each Class of Certificates after
giving effect to the distribution of principal on such Distribution Date;
(v) the Pool Principal Balance for the following Distribution Date;
(vi) the amount of the Servicing Fees paid to or retained by the
Servicer with respect to such Distribution Date;
(vii) the Pass-Through Rate for each such Class of Certificates with
respect to such Distribution Date;
(viii) the amount of Advances included in the distribution on such
Distribution Date and the aggregate amount of Advances outstanding as of
the close of business on such Distribution Date;
(ix) the number and aggregate principal amounts of Loans (A)
delinquent (exclusive of Loans in foreclosure) (1) 1 to 30 days (2) 31 to
60 days (3) 61
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to 90 days and (4) 91 or more days and (B) in foreclosure and delinquent
(1) 1 to 30 days (2) 31 to 60 days (3) 61 to 90 days and (4) 91 or more
days, as of the close of business on the last day of the calendar month
preceding such Distribution Date;
(x) with respect to any Loan that became an REO Property during the
preceding calendar month, the loan number and Stated Principal Balance of
such Loan as of the close of business on the Determination Date preceding
such Distribution Date and the date of acquisition thereof;
(xi) the total number and principal balance of any REO Properties (and
market value, if available) as of the close of business on the
Determination Date preceding such Distribution Date;
(xii) the amount, if any, transferred from the Spread Account to the
Distribution Account pursuant to Section 3A.01;
(xiii) the Monthly Spread Account Deposit Amount, the percentage of
the Spread Account Deposit Amount used to determine such Monthly Spread
Account Deposit Amount, the Spread Account Deposit Amount, the Spread
Account Excess and the allocation of such Spread Account Excess to Class R
Certificateholders pursuant to Section 3A.01;
(xiv) the amount on deposit in the Spread Account after the
Distribution Date; and
(xv) the Specified Spread Account Requirement.
(b) The Trustee's responsibility for disbursing the above information to
the Certificateholders is limited to the availability, timeliness and accuracy
of the information provided by the Servicer. The Servicer shall provide the
Trustee with all of the necessary information for the Trustee to complete items
(i), (v), (vi) and (viii)-(xi) of the statement described in (a) above. The
Trustee shall be responsible for obtaining the necessary information to complete
items (ii), (iii), (iv), (vii) and (xii)-(xv) of the statement described in (a)
above. The Trustee will send a copy of each statement provided pursuant to this
Section 4.03 to each Rating Agency.
(c) On or before the fifth Business Day following the end of each
Prepayment Period, the Servicer shall deliver to the Trustee a report in a form
acceptable to the Trustee.
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(d) Within a reasonable period of time after the end of each calendar year,
the Trustee shall cause to be furnished to each Person who at any time during
the calendar year was a Certificateholder, a statement containing the
information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of this Section
4.03 aggregated for such calendar year or applicable portion thereof during
which such Person was a Certificateholder. Such obligation of the Trustee shall
be deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Trustee pursuant to any requirements of the
Code as from time to time in effect.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
The Certificates shall be substantially in the forms attached hereto as
exhibits. The Certificates shall be issuable in the minimum denominations,
integral multiples in excess thereof (except that one Certificate in each Class
may be issued in a different amount which must be in excess of the applicable
minimum denomination) and aggregate denominations per Class set forth in the
Preliminary Statement.
Subject to Section 9.02 hereof respecting the final
distribution on the Certificates, on each Distribution Date the Trustee shall
make distributions to each Certificateholder of record on the preceding Record
Date either (x) by wire transfer in immediately available funds to the account
of such Holder at a bank or other entity having appropriate facilities therefor,
if (i) such Holder has so notified the Trustee at least five Business Days prior
to the related Record Date and (ii) such Holder shall hold (A) 100% of the Class
Certificate Balance of any Class of Certificates or (B) Certificates of any
Class with aggregate principal Denominations of not less than $1,000,000 or (y)
by check mailed by first class mail to such Certificateholder at the address of
such Holder appearing in the Certificate Register.
The Certificates shall be executed by manual or facsimile signature on
behalf of the Trustee by an authorized officer. 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 countersignature 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 countersigned by the Trustee by manual signature, and such
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countersignature upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly executed and delivered hereunder.
All Certificates shall be dated the date of their countersignature. On the
Closing Date, the Trustee shall countersign the Certificates to be issued at the
direction of the Depositor, or any affiliate thereof.
The Depositor shall provide, or cause to be provided, to the Trustee on a
continuous basis, an adequate inventory of Certificates to facilitate transfers.
SECTION 5.02. Certificate Register; Registration of Transfer and Exchange
of Certificates.
(a) The Trustee shall maintain, or cause to be maintained in accordance
with the provisions of Section 5.06 hereof, a Certificate Register for the Trust
Fund in which, subject to the provisions of subsections (b) and (c) below and 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. Upon surrender for registration of transfer of any
Certificate, the Trustee shall execute and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class and aggregate Percentage Interest.
At the option of a Certificateholder, Certificates may be exchanged for
other Certificates of the same Class in authorized denominations and evidencing
the same aggregate Percentage Interest upon surrender of the Certificates to be
exchanged at the office or agency of the Trustee. Whenever any Certificates are
so surrendered for exchange, the Trustee shall execute, authenticate, 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 the form of Exhibit G hereto duly executed by the Holder thereof or his
attorney duly authorized in writing.
No service charge to the Certificateholders shall be made for any
registration of transfer or exchange of Certificates, but 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 may be required.
All Certificates surrendered for registration of transfer or exchange shall
be canceled and subsequently destroyed by the Trustee in accordance with the
Trustee's customary procedures.
(b) No transfer of a Class R Certificate shall be made unless such transfer
is made pursuant to an effective registra-
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tion statement under the Securities Act and any applicable state securities laws
or is exempt from the registration requirements under said Act and such state
securities laws. In the event that a transfer is to be made in reliance upon an
exemption from the Securities Act and such laws, in order to assure compliance
with the Securities Act and such laws, (i) the Certificateholder desiring to
effect such transfer and such Certificateholder's prospective transferee shall
each certify to the Trustee in writing the facts surrounding the transfer, the
Certificateholder by delivering a certificate in substantially the form set
forth in Exhibit J (the "Transferor Certificate") and the Certificateholder's
prospective transferee by delivering a letter in substantially the form of
either Exhibit H (the "Investment Letter") or Exhibit I (the "Rule 144A Letter")
or (ii) there shall be delivered to the Trustee at the expense of the transferor
an Opinion of Counsel that such transfer may be made pursuant to an exemption
from the Securities Act. The Depositor shall provide to any Holder of a Class R
Certificate and any prospective transferee designated by any such Holder,
information regarding the related Certificates and the Loans and such other
information as shall be necessary to satisfy the condition to eligibility set
forth in Rule 144A(d)(4) for transfer of any such Certificate without
registration thereof under the Securities Act pursuant to the registration
exemption provided by Rule 144A. The Trustee and the Servicer shall cooperate
with the Depositor in providing the Rule 144A information referenced in the
preceding sentence, including providing to the Depositor such information
regarding the Certificates, the Loans and other matters regarding the Trust Fund
as the Depositor shall reasonably request to meet its obligation under the
preceding sentence. Each Holder of a Class R Certificate desiring to effect such
transfer shall, and does hereby agree to, indemnify the Trustee and the
Depositor, the Sellers and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of an Class R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee
substantially in the form of Exhibit H or Exhibit I, to the effect that such
transferee is not an employee benefit plan or arrangement subject to Section 406
of ERISA or a plan or arrangement subject to Section 4975 of the Code, nor a
person acting on behalf of any such plan or arrangement, nor using the assets of
any such plan or arrangement to effect such transfer, (ii) if the purchaser is
an insurance company, a representation that the purchaser is an insurance
company which is purchasing such Certificates with funds contained in an
"insurance company general account" (as such term is defined in Section V(e) of
Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the
purchase and holding of such Certificates are covered under PTCE 95-60 or
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(iii) in the case of any such Class R Certificate presented for registration in
the name of an employee benefit plan subject to ERISA, or a plan or arrangement
subject to Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement, or using such plan's or arrangement's assets,
an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel
shall not be an expense of either the Trustee or the Trust Fund, addressed to
the Trustee to the effect that the purchase or holding of such Class R
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee to any obligation in addition to those
expressly undertaken in this Agreement or to any liability. Notwithstanding
anything else to the contrary herein, any purported transfer of a Class R
Certificate to or on behalf of an employee benefit plan subject to ERISA or to
the Code without the delivery to the Trustee of an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.
To the extent permitted under applicable law (including, but not limited
to, ERISA), the Trustee shall be under no liability to any Person for any
registration of transfer of any Class R Certificate that is in fact not
permitted by this Section 5.02(b) or for making any payments due on such
Certificate to the Holder thereof or taking any other action with respect to
such Holder under the provisions of this Agreement so long as the transfer was
registered by the Trustee in accordance with the foregoing requirements.
(c) Each Person who has or who acquires any Ownership Interest in a Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the following provisions, and the rights
of each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Class
R Certificate shall be a Permitted Transferee and shall promptly notify the
Trustee of any change or impending change in its status as a Permitted
Transferee.
(ii) No Ownership Interest in a Class R Certificate may be registered
on the Closing Date or thereafter transferred, and the Trustee shall not
register the Transfer of any Class R Certificate unless, in addition to the
certificates required to be delivered to the Trustee under subparagraph (b)
above, the Trustee shall have been furnished with an affidavit (a "Transfer
Affidavit") of the initial
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owner or the proposed transferee in the form attached hereto as Exhibit F.
(iii) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (A) to obtain a Transfer Affidavit from any
other Person to whom such Person attempts to Transfer its Ownership
Interest in a Class R Certificate, (B) to obtain a Transfer Affidavit from
any Person for whom such Person is acting as nominee, trustee or agent in
connection with any Transfer of a Class R Certificate and (C) not to
Transfer its Ownership Interest in a Class R Certificate or to cause the
Transfer of an Ownership Interest in a Class R Certificate to any other
Person if it has actual knowledge that such Person is not a Permitted
Transferee.
(iv) Any attempted or purported Transfer of any Ownership Interest in
a Class R Certificate in violation of the provisions of this Section
5.02(b) shall be absolutely null and void and shall vest no rights in the
purported Transferee. If any purported transferee shall become a Holder of
a Class R Certificate in violation of the provisions of this Section
5.02(b), then the last preceding Permitted Transferee shall be restored to
all rights as Holder thereof retroactive to the date of registration of
Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section or for making any
payments due on such Certificate to the Holder thereof or taking any other
action with respect to such Holder under the provisions of this Agreement
so long as the Transfer was registered after receipt of the related
Transfer Affidavit, Transferor Certificate and either the Rule 144A Letter
or the Investment Letter. The Trustee shall be entitled but not obligated
to recover from any Holder of a Class R Certificate that was in fact not a
Permitted Transferee at the time it became a Holder or, at such subsequent
time as it became other than a Permitted Transferee, all payments made on
such Class R Certificate at and after either such time. Any such payments
so recovered by the Trustee shall be paid and delivered by the Trustee to
the last preceding Permitted Transferee of such Certificate.
(v) The Depositor shall use its best efforts to make available, upon
receipt of written request from the Trustee, all information necessary to
compute any tax imposed under Section 860E(e) of the Code as a result of a
Transfer of an Ownership Interest in a Class R Certificate to any Holder
who is not a Permitted Transferee.
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The restrictions on Transfers of a Class R Certificate set forth in this
Section 5.02(b) shall cease to apply (and the applicable portions of the legend
on a Class R Certificate may be deleted) with respect to Transfers occurring
after delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trust Fund, the Trustee, the Sellers or the
Servicer, to the effect that the elimination of such restrictions will not cause
the Trust Fund hereunder to fail to qualify as a REMIC at any time that the
Certificates are outstanding or result in the imposition of any tax on the Trust
Fund, a Certificateholder or another Person. Each Person holding or acquiring
any Ownership Interest in a Class R Certificate hereby consents to any amendment
of this Agreement which, based on an Opinion of Counsel furnished to the
Trustee, is reasonably necessary (a) to ensure that the record ownership of, or
any beneficial interest in, a Class R Certificate is not transferred, directly
or indirectly, to a Person that is not a Permitted Transferee and (b) to provide
for a means to compel the Transfer of a Class R Certificate which is held by a
Person that is not a Permitted Transferee to a Holder that is a Permitted
Transferee.
(d) The preparation and delivery of all certificates and opinions referred
to above in this Section 5.02 in connection with transfer shall be at the
expense of the parties to such transfers.
(e) Except as provided below, the Book-Entry Certificates shall at all
times remain registered in the name of the Depository or its nominee and at all
times: (i) registration of the Certificates may not be transferred by the
Trustee except to another Depository; (ii) the Depository shall maintain
book-entry records with respect to the Beneficial Owners and with respect to
ownership and transfers of such Book-Entry Certificates; (iii) ownership and
transfers of registration of the Book-Entry Certificates on the books of the
Depository shall be governed by applicable rules established by the Depository;
(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
representatives of the Beneficial Owners of the Book-Entry Certificates for
purposes of 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 Beneficial Owners; and
(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 Beneficial Owners.
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All transfers by Beneficial Owners of Book-Entry Certificates shall be made
in accordance with the procedures established by the Depository Participant or
brokerage firm representing such Beneficial Owner. Each Depository Participant
shall only transfer Book-Entry Certificates of Beneficial Owners it represents
or of brokerage firms for which it acts as agent in accordance with the
Depository's normal procedures.
If (x) (i) the Servicer advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository, and (ii) the Trustee is unable to locate a qualified successor, (y)
the Servicer 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 or the resignation or removal of the Servicer,
Beneficial Owners representing at least 51% of the Certificate Balance of the
Book-Entry Certificates together advise the Depository, either directly or
through the Depository Participants, in writing (with instructions to notify the
Trustee in writing) that the continuation of a book-entry system through the
Depository is no longer in the best interests of the Beneficial Owners. Upon the
occurrence of any of the events described in the immediately preceding sentence,
the Trustee shall notify all Beneficial Owners of the occurrence of any such
event and of the availability through the Depository of definitive, fully-regis-
tered Certificates (the "Definitive Certificates") to Beneficial Owners
requesting the same. Upon surrender to the Trustee of the related Class of
Certificates by the Depository, accompanied by the instructions from the
Depository for registration, the Trustee shall issue the Definitive
Certificates. Neither the Servicer, the Depositor nor the Trustee shall be
liable for any delay in delivery of such instruction and each may conclusively
rely on, and shall be protected in relying on, such instructions. The Servicer
shall provide the Trustee with an adequate inventory of certificates to
facilitate the issuance and transfer of Definitive Certificates. 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; provided that the
Trustee shall not by virtue of its assumption of such obligations become liable
to any party for any act or failure to act of the Depository.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (a) any mutilated Certificate is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Certificate and (b) there
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is delivered to the Servicer 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 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 Class, tenor 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) connected therewith. Any replacement
Certificate issued pursuant to this Section 5.03 shall constitute complete and
indefeasible evidence of ownership, 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.
The Servicer, the Trustee and any agent of the Servicer or the Trustee may
treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in this
Agreement and for all other purposes whatsoever, and neither the Servicer, the
Trustee nor any agent of the Servicer or the Trustee shall be affected by any
notice to the contrary.
SECTION 5.05. Access to List of Certificateholders' Names and Addresses.
If three or more Certificateholders (a) request such information in writing
from the Trustee, (b) state that such Certificateholders desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates, and (c) provide a copy of the communication which
such Certificateholders propose to transmit, or if the Depositor or Servicer
shall request such information in writing from the Trustee, then the Trustee
shall, within ten Business Days after the receipt of such request, provide the
Depositor, the Servicer or such Certificateholders at such recipients' expense
the most recent list of the Certificateholders of such Trust Fund held by the
Trustee, if any. The Depositor and every Certificateholder, by receiving and
holding a Certificate, agree that the Trustee shall not be held accountable by
reason of the disclosure of any such information as to the list of the
Certificateholders hereunder, regardless of the source from which such
information was derived.
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SECTION 5.06. Maintenance of Office or Agency.
The Trustee will maintain or cause to be maintained at its
expense an office or offices or agency or agencies in New York City where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its Corporate Trust Office for such purposes. The
Trustee will give prompt written notice to the Certificateholders of any change
in such location of any such office or agency.
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
SECTION 6.01. Respective Liabilities of the Depositor and the Servicer.
The Depositor and the Servicer shall each be liable in accordance herewith
only to the extent of the obligations specifically and respectively imposed upon
and undertaken by them herein.
SECTION 6.02. Merger or Consolidation of the Depositor or the Servicer.
The Depositor and the Servicer will each keep in full effect their
respective existence, rights and franchises as a corporation under the laws of
the United States or under the laws of one of the states thereof and will each
obtain and preserve their respective qualifications to do business as a foreign
corporation in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Agreement, or any
of the Loans and to perform its respective duties under this Agreement.
Any Person into which the Depositor or the Servicer may be merged or
consolidated, or any Person resulting from any merger or consolidation to which
the Depositor or the Servicer shall be a party, or any person succeeding to the
business of the Depositor or the Servicer, shall be the successor of the
Depositor or the Servicer, as the case may be, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Servicer shall be qualified to sell
mortgage loans to, and to service mortgage loans on behalf of, FNMA or FHLMC and
shall be reasonably acceptable to the Insurer.
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SECTION 6.03. Limitation on Liability of the Depositor, the Sellers, the
Servicer and Others.
None of the Depositor, the Sellers, the Servicer or any of the directors,
officers, employees or agents of the Depositor, the Sellers or the Servicer
shall be under any liability to the Certificateholders for any action taken or
for refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Sellers, the Servicer or any such Person
against any breach of representations or warranties made by it herein or protect
the Depositor, the Sellers, the Servicer or any such Person from any liability
which would otherwise be imposed by reasons of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Depositor, the Sellers, the Servicer
and any director, officer, employee or agent of the Depositor, the Sellers or
the Servicer 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 Depositor, the Sellers, the Servicer and any director, officer,
employee or agent of the Depositor, the Sellers or the Servicer shall be
indemnified by the Trust Fund and held harmless against any loss, liability or
expense incurred in connection with any audit, controversy or judicial
proceeding relating to a governmental taxing authority or any legal action
relating to this Agreement or the Certificates, other than any loss, liability
or expense related to any specific Loan or 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. None of the
Depositor, the Sellers or the Servicer shall be under any obligation to appear
in, prosecute or defend any legal action that is not incidental to its
respective duties hereunder and which in its opinion may involve it in any
expense or liability; provided, however, that any of the Depositor, the Sellers
or the Servicer may in its discretion undertake any such action that it may deem
necessary or desirable in respect of this Agreement and the rights and duties of
the parties hereto and interests of the Trustee and 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 Depositor, the Sellers and the Servicer shall be entitled to
be reimbursed therefor out of the Certificate Account.
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SECTION 6.04. Limitation on Resignation of Servicer.
The Servicer shall not resign from the obligations and duties hereby
imposed on it except (a) upon appointment of a successor servicer acceptable to
the Insurer and receipt by the Trustee of a letter from each Rating Agency that
such a resignation and appointment will not result in a downgrading of the
rating of any of the Certificates without taking the Policy into account, or (b)
upon determination that its duties hereunder are no longer permissible under
applicable law. Any such determination under clause (b) permitting the
resignation of the Servicer 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 reasonably acceptable to the Insurer
shall have assumed the Servicer's responsibilities, duties, liabilities and
obligations hereunder.
SECTION 6.05. Indemnification.
(a) The Servicer agrees to indemnify and hold the Trustee, the Depositor,
the Insurer and each Certificateholder harmless against any and all claims,
losses, penalties, fines, forfeitures, legal fees and related costs, judgments,
and any other costs, fees and expenses that the Trustee, the Depositor, the
Insurer or any Certificateholder may sustain directly resulting from the
negligence or willful misconduct of the Servicer in the performance of its
duties hereunder or in the servicing of the Mortgage Loans in compliance with
the terms of this Agreement. The Servicer shall not be liable or responsible for
any of the representations, covenants, warranties, responsibilities, duties or
liabilities of any prior servicer. The Servicer shall immediately notify the
Trustee, the Depositor, the Insurer and each Certificateholder if a claim is
made by a third party with respect to this Agreement, and the Servicer shall
assume (with the consent of the Trustee and the Insurer) the defense of any such
claim and advance all expenses in connection therewith, including reasonable
counsel fees, and promptly advance funds to pay, discharge and satisfy any
judgment or decree which may be entered against the Servicer, the Trustee, the
Depositor, the Insurer and/or Certificateholder in respect of such claim.
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee be liable for special, indirect or consequential loss or damage of
any kind whatsoever (including but not limited to lost profits), even if the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action. The indemnity provided for in this Section 6.05 shall
survive the termination of the Agreement.
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ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
"Event of Default," wherever used herein, means any one of the following
events:
(i) any failure by the Servicer to deposit in the Certificate Account
or remit to the Trustee any payment (other than a payment required to be
made under Section 4.01 hereof) required to be made with respect to any
Class of Certificates under the terms of this Agreement, which failure
shall continue unremedied for five days after the date upon which written
notice of such failure shall have been given (a) to the Servicer by the
Trustee or the Depositor or (b) to the Servicer, the Depositor and the
Trustee by the Insurer or the Holders of Certificates of such Class
evidencing not less than 25% of the total distributions allocated to such
Class;
(ii) any failure by the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Servicer contained in this Agreement, which failure shall continue
unremedied for a period of thirty days after the date on which written
notice of such failure shall have been given (a) to the Servicer by the
Trustee or the Depositor or (b) to the Servicer, the Depositor and the
Trustee by the Insurer or the Holders of Certificates of any Class
evidencing not less than 25% of the total distributions allocated to such
Class;
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceeding, or for the winding-up or liquidation
of its affairs, shall have been entered against the Servicer and such
decree or order shall have remained in force undischarged or unstayed for a
period of 60 consecutive days;
(iv) the Servicer shall consent to the appointment of a receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Servicer or
all or substantially all of the property of the Servicer;
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(v) the Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations;
(vi) so long as the Servicer is a Seller, any failure by any Seller to
observe or perform in any material respect any other of the covenants or
agreements on the part of any Seller contained in this Agreement, which
failure shall continue unremedied for a period of 60 days after the date on
which written notice of such failure shall have been given to such Seller
by the Trustee or the Depositor, or to such Seller and the Trustee by the
Insurer or the Holders of Certificates of any Class evidencing not less
than 25% of the total distributions allocated to such Class; or
(vii) any failure of the Servicer to make any Advance in the manner
and at the time required to be made pursuant to Section 4.01 which
continues unremedied for a period of one Business Day after the date of
such failure.
If an Event of Default described in clauses (i) to (vi) of this Section
shall occur, then, and in each and every such case, so long as such Event of
Default shall not have been remedied, the Trustee shall, at the direction of the
Insurer, or may, or at the direction of the Holders of Certificates of any Class
evidencing not less than 25% of the total distributions allocated to such Class
and with the consent of the Insurer, the Trustee shall by notice in writing to
the Servicer (with a copy to each Rating Agency), terminate all of the rights
and obligations of the Servicer under this Agreement and in and to the Loans and
the proceeds thereof, other than its rights as a Certificateholder hereunder. If
an Event of Default described in clause (vii) hereof shall occur, the Trustee
shall, at the direction of the Insurer, by notice in writing to the Servicer and
the Depositor, terminate all of the rights and obligations of the Servicer under
this Agreement and in and to the Loans and the proceeds thereof, other than its
rights as a Certificateholder hereunder. On and after the receipt by the
Servicer of such written notice, all authority and power of the Servicer
hereunder, whether with respect to the Loans or otherwise, shall pass to and be
vested in the Trustee. The Trustee shall, subject to Section 3.04 hereof,
thereupon make any Advance described in clause (vii) hereof. The Trustee is
hereby authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things
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necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Loans and
related documents, or otherwise. Unless expressly provided in such written
notice, no such termination shall affect any obligation of the Servicer to pay
amounts owed pursuant to Article VIII. The Servicer agrees to cooperate with the
Trustee in effecting the termination of the Servicer's responsibilities and
rights hereunder, including, without limitation, the transfer to the Trustee of
all cash amounts which shall at the time be credited to the Certificate Account,
or thereafter be received with respect to the Loans.
Notwithstanding any termination of the activities of the Servicer
hereunder, the Servicer shall be entitled to receive, out of any late collection
of a Scheduled Payment on a Loan which was due prior to the notice terminating
such Servicer's rights and obligations as Servicer hereunder and received after
such notice, that portion thereof to which such Servicer would have been
entitled pursuant to Sections 3.08(a)(i) through (viii),and any other amounts
payable to such Servicer hereunder the entitlement to which arose prior to the
termination of its activities hereunder.
SECTION 7.02. Trustee to Act; Appointment of Successor.
On and after the time the Servicer receives a notice of termination
pursuant to Section 7.01 hereof, the Trustee shall, subject to and to the extent
provided in Section 3.04, be the successor to the Servicer in its capacity as
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Servicer by the terms and provisions hereof and
applicable law including the obligation to make Advances pursuant to Section
4.01. As compensation therefor, the Trustee shall be entitled to all funds
relating to the Loans that the Servicer would have been entitled to charge to
the Certificate Account or Distribution Account if the Servicer had continued to
act hereunder. Notwithstanding the foregoing, if the Trustee has become the
successor to the Servicer in accordance with Section 7.01 hereof, the Trustee
may, if it shall be unwilling to so act, or shall, if it is prohibited by
applicable law from making Advances pursuant to Section 4.01 hereof or if it is
otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established mortgage loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency as the successor to the Servicer hereunder in
the assumption of all or any part of the responsibilities, duties or liabilities
of the Servicer hereunder. Any successor to the Servicer shall be reasonably
acceptable to the Insurer and shall be an institution which is a FNMA and FHLMC
approved
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seller/servicer in good standing, which has a net worth of at least $10,000,000,
and which is willing to service the Loans and executes and delivers to the
Depositor and the Trustee an agreement accepting such delegation and assignment,
which contains an assumption by such Person of the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer (other than
liabilities of the Servicer under Section 6.03 hereof incurred prior to
termination of the Servicer under Section 7.01), with like effect as if
originally named as a party to this Agreement; and provided further that each
Rating Agency acknowledges that its rating of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified or
reduced as a result of such assignment and delegation without taking the Policy
into account. Pending appointment of a successor to the Servicer hereunder, the
Trustee, unless the Trustee is prohibited by law from so acting, shall, subject
to Section 3.04 hereof, 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 Loans as
it and such successor shall agree; provided, however, that no such compensation
shall be in excess of the Servicing Fee permitted the Servicer hereunder. The
Trustee and such successor shall take such action, consistent with this
Agreement, as shall be necessary to effectuate any such succession. Neither the
Trustee nor any other successor servicer shall be deemed to be in default
hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof or any failure to perform, or any
delay in performing, any duties or responsibilities hereunder, in either case
caused by the failure of the Servicer to deliver or provide, or any delay in
delivering or providing, any cash, information, documents or records to it.
Any successor to the Servicer as servicer shall give notice to the
Mortgagors of such change of servicer.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any termination of or appointment of a successor to the Servicer,
the Trustee shall give prompt written notice thereof to Certificateholders, the
Insurer and to each Rating Agency.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders notice of each such
Event of Default hereunder known to the Trustee, unless such Event of Default
shall have been cured or waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
The Trustee, prior to the occurrence of an Event of Default of which a
Responsible Officer of the Trustee shall have actual knowledge and after the
curing of all Events of Default that may have occurred, shall undertake to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default of which a Responsible Officer of the
Trustee shall have actual knowledge has occurred and remains uncured or waived,
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
such person's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee that are specifically required to be furnished pursuant to any provision
of this Agreement shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that the Trustee shall not be
responsible for the accuracy or content of any such resolution, certificate,
statement, opinion, report, document, order or other instrument.
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 willful misconduct; provided, however, that:
(i) unless an Event of Default of which a Responsible Officer of the
Trustee shall have actual knowledge shall have occurred and be continuing,
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 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 which it believed in good faith to be genuine and to have
been duly executed by the proper authorities respecting any matters arising
hereunder;
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(ii) the Trustee shall not be liable for an error of judgment made in
good faith by a Responsible Officer or other officers of the Trustee,
unless it shall be finally proven that the Trustee was negligent in
ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action
taken, suffered or omitted to be taken by it in good faith in accordance
with this Agreement or with the direction of the Insurer or Holders of
Certificates evidencing not less than 25% of the Voting Rights of
Certificates 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.
(iv) Subject to the other provisions of this Agreement and without
limiting the generality of this Section 8.01, the Trustee shall have no
duty (A) to see to any recording, filing, or depositing of this Agreement
or any agreement referred to herein or any financing statement or
continuation statement evidencing a security interest, or to see to the
maintenance of any such recording or filing or depositing or to any
rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, (C) to see to the payment or discharge of any tax, assessment,
or other governmental charge or any lien or encumbrance of any kind owing
with respect to, assessed or levied against, any part of the Trust Fund
other than from funds available in the Certificate Account, (D) to confirm
or verify the contents of any reports or certificates of the Servicer
delivered to the Trustee pursuant to this Agreement believed by the Trustee
to be genuine and to have been signed or presented by the proper party or
parties; provided however, that the provisions of this Section 8.01(iv)
shall not apply during any period during which the Trustee is acting in the
capacity of servicer.
SECTION 8.02. Certain Matters Affecting the Trustee.
Except as otherwise provided in Section 8.01:
(i) the Trustee (acting as Trustee or as agent of the Tax Matters
Persons for the REMIC) may request and rely upon and shall be protected in
acting or refraining from acting upon any resolution, Officers'
Certificate, Opinion of Counsel, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request,
consent,
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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
and the Trustee shall have no responsibility to ascertain or confirm the
genuineness of any signature of any such party or parties;
(ii) the Trustee (acting as Trustee or as agent of the Tax Matters
Person for the REMIC) may consult with counsel, financial advisers or
accountants and the advice of any such counsel, financial advisers or
accountants 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 not be 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;
(iv) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing so to do by
Holders of Certificates evidencing not less than 25% of the Voting Rights
allocated to each Class of Certificates; 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 taking any such action. The reasonable expense of every such
examination shall be paid by the Servicer or, if paid by the Trustee, shall
be repaid by the Servicer upon demand from the Servicer's own funds;
(v) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
accountants, custodians or attorneys, and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent,
accountant, custodian or attorney appointed by the Trustee with due care;
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(vi) the Trustee shall not be required to risk or expend its own funds
or otherwise incur any financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers hereunder if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not 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 Servicer 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
Servicer in accordance with the terms of this Agreement;
(vii) the Trustee shall not be liable for any loss on any investment
of funds pursuant to this Agreement (other than as issuer of the investment
security);
(viii) the Trustee shall not be required to take notice or be deemed
to have knowledge of any Event of Default (except an event of nonpayment by
the Servicer) until a Responsible Officer of the Trustee shall have
received written notice thereof, and in the absence of receipt of such
notice, the Trustee may conclusively assume that there is no default or
Event of Default; and
(ix) the Trustee shall be under no obligation to exercise any of the
trusts, 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 satisfactory to the
Trustee against the costs, expenses and liabilities which may be incurred
therein or thereby.
(x) The right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act; and
(xi) The Trustee shall not be required to give any bond or surety in
respect of the execution of the Trust Fund created hereby or the powers
granted hereunder.
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SECTION 8.03. Trustee Not Liable for Certificates or Loans.
The recitals contained herein and in the Certificates shall be taken as the
statements of the Depositor or the Sellers, as the case may be, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Agreement or of the
Certificates or of any Loan or related document other than with respect to the
Trustee's execution and counter-signature of the Certificates. The Trustee shall
not be accountable for the use or application by the Depositor or the Servicer
of any of the Certificates or of the proceeds of such Certificates or for the
use and application of any funds paid to the Depositor or the Servicer in
respect of the Loans or deposited in or withdrawn from the Certificate Account
by the Depositor or the Servicer. The Trustee shall not be responsible for the
legality or validity of this Agreement or the validity, priority, perfection or
sufficiency of the security for the Certificates issued or intended to be issued
hereunder; provided however, that the foregoing language shall not apply to the
Trustee's obligations under this Agreement.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates, and may otherwise deal with the parties hereto with the
same rights as it would have if it were not the Trustee.
SECTION 8.05. Trustee's Fees and Expenses.
The Trustee, as compensation for its activities hereunder, shall be
entitled to withdraw from the Distribution Account on each Distribution Date an
amount equal to the Trustee Fee (which shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust) for such
Distribution Date. The Trustee and any director, officer, employee or agent of
the Trustee shall be indemnified by the Servicer and held harmless against any
loss, liability or expense (including reasonable attorney's fees) (i) incurred
in connection with any claim or legal action relating to (a) this Agreement, (b)
the Certificates or (c) in connection with the performance of any of the
Trustee's duties hereunder, other than any loss, liability or expense incurred
by reason of willful misfeasance, bad faith or negligence in the performance of
any of the Trustee's duties hereunder and (ii) resulting from any error in any
tax or information return prepared by the Servicer. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee
hereunder. Without limiting the foregoing, the Servicer covenants and agrees,
except as otherwise agreed upon in writing by the Depositor and the
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Trustee, and except for any such expense, disbursement or advance as may arise
from the Trustee's negligence, bad faith or willful misconduct, to pay or
reimburse the Trustee, for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any of the provisions of this
Agreement with respect to: (A) the reasonable compensation and the expenses and
disbursements of its counsel not associated with the closing of the issuance of
the Certificates, (B) the reasonable compensation, expenses and disbursements of
any accountant, engineer or appraiser that is not regularly employed by the
Trustee, to the extent that the Trustee must engage such persons to perform acts
or services hereunder and (C) printing and engraving expenses in connection with
preparing any Definitive Certificates. Except as otherwise provided herein, the
Trustee shall not be entitled to payment or reimbursement for any routine
ongoing expenses incurred by the Trustee in the ordinary course of its duties as
Trustee, Certificate Registrar, Tax Matters Person or Paying Agent hereunder or
for any other expenses.
SECTION 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or association
organized and doing business under the laws of a 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 subject to supervision or
examination by federal or state authority and with a credit rating which would
not cause either of the Rating Agencies to reduce their respective then current
ratings of the Certificates (or having provided such security from time to time
as is sufficient to avoid such reduction) without taking the Policy into
account. If such corporation or association 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 or association shall be
deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In case at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 8.06, the Trustee
shall resign immediately in the manner and with the effect specified in Section
8.07 hereof. The entity serving as Trustee may have normal banking and trust
relationships with the Depositor and its affiliates or the Servicer and its
affiliates; provided, however, that such entity cannot be an affiliate of the
Servicer other than the Trustee in its role as successor to the Servicer.
SECTION 8.07. Resignation and Removal of Trustee.
The Trustee may at any time resign and be discharged from the
trusts hereby created by giving written notice of
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resignation to the Depositor, the Insurer and the Servicer and each Rating
Agency not less than 60 days before the date specified in such notice when,
subject to Section 8.08, such resignation is to take effect, and acceptance by a
successor trustee in accordance with Section 8.08 meeting the qualifications set
forth in Section 8.06. If no successor trustee meeting such qualifications shall
have been so appointed and have accepted appointment within 30 days after the
giving of such notice or resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 hereof and shall fail to resign after written
request thereto by the Depositor, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged as 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 a tax
is imposed with respect to the Trust Fund by any state in which the Trustee or
the Trust Fund is located and the imposition of such tax would be avoided by the
appointment of a different trustee, then the Depositor or the Servicer may
remove the Trustee, and shall, within 30 days after such removal, and appoint a
successor trustee by written instrument, in triplicate, one copy of which
instrument shall be delivered to the Trustee, one copy of which shall be
delivered to the Servicer and one copy to the successor trustee.
The Insurer or the Holders of Certificates entitled to at least 51% of the
Voting Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by the Insurer or
such Holders or their attorneys-in-fact duly authorized, one complete set of
which instruments shall be delivered by the successor trustee to the Servicer,
one complete set to the Trustee so removed and one complete set to the successor
so appointed. Notice of any removal of the Trustee shall be given to each Rating
Agency by 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 become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08 hereof.
SECTION 8.08. Successor Trustee.
Any successor trustee appointed as provided in Section 8.07 hereof shall
execute, acknowledge and deliver to the Depositor and to its predecessor trustee
and the Servicer an
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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 the like effect as if originally named as trustee herein. The
Depositor, the Servicer and the predecessor trustee shall execute and deliver
such instruments and do such other things as may reasonably be required for more
fully and certainly vesting and confirming in the successor trustee all such
rights, powers, duties, and obligations.
No successor trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06 hereof, is approved in writing by
the Insurer and its appointment shall not adversely affect the then current
rating of the Certificates.
Upon acceptance of appointment by a successor trustee as provided in this
Section 8.08, the Depositor 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 Depositor 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 Depositor.
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 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 hereof without the execution or filing of any
paper or 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 Servicer 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, or separate trustee or
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separate trustees, of all or 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, whichever
is applicable, and, subject to the other provisions of this Section 8.10, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. If the Servicer shall not have joined in
such appointment within 15 days after the receipt by it of a request to do so,
or in the 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) To the extent necessary to effectuate the purposes of this Section
8.10, all rights, powers, duties and obligations conferred or imposed upon
the Trustee, except for the obligation of the Trustee under this Agreement
to advance funds on behalf of the Servicer, 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 Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event such
rights, powers, duties and obligations (including the holding of title to
the applicable 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 such appointment
shall not, and shall not be deemed to, constitute any such separate trustee
or co-trustee as agent of the Trustee;
(iii) The Trustee may at any time accept the resignation of or remove
any separate trustee or co-trustee; and
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(iv) The Servicer, and not the Trustee, shall be liable for the
payment of reasonable compensation, reimbursement and indemnification to
any such 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 separate trustees and co-trustees, when and 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
Servicer and the Depositor.
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. Tax Matters.
It is intended that the assets with respect to which any REMIC election is
to be made, as set forth in the Preliminary Statement, shall constitute, and
that the conduct of matters relating to such assets shall be such as to qualify
such assets as, a "real estate mortgage investment conduit" as defined in and in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee covenants and agrees that it shall act as agent (and the Trustee is
hereby appointed to act as agent) on behalf of the REMIC and that in such
capacity it shall: (a) 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 or any successor form adopted by the Internal Revenue Service) 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, 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 furnish or cause to be
furnished to
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Certificateholders the schedules, statements or information at such times and in
such manner as may be required thereby; (b) within thirty days of the Closing
Date, furnish or cause to be furnished to the Internal Revenue Service, on Forms
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, together with such additional information
as may be required by such Form, and update such information at the time or
times in the manner required by the Code; (c) make or cause to be made elections
that such assets be treated as a REMIC on the federal tax return for its first
taxable year (and, if necessary, under applicable state law); (d) 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 and reports 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; (e)
provide information necessary for the computation of tax imposed on the transfer
of a Class R Certificate to a Person that is not a Permitted Transferee, or an
agent (including a broker, nominee or other middleman) of a Non-Permitted
Transferee, or a pass-through entity in which a Non-Permitted Transferee 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); (f) to the
extent that they are under its control conduct matters relating to such assets
at all times that any Certificates are outstanding so as to maintain the status
as a REMIC under the REMIC Provisions; (g) not knowingly or intentionally take
any action or omit to take any action that would cause the termination of the
REMIC status; (h) pay, from the sources specified in the last paragraph of this
Section 8.11, the amount of any federal or state tax, including prohibited
transaction taxes as described below, imposed on the REMIC prior to its
termination when and as the same shall be due and payable (but such obligation
shall not prevent the Trustee or any other appropriate Person from contesting
any such tax in appropriate proceedings and shall not prevent the Trustee from
withholding payment of such tax, if permitted by law, pending the outcome of
such proceedings); (i) 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; (j) maintain records relating to the REMIC, including but not limited
to the income, expenses, assets and liabilities thereof and the fair market
value and adjusted basis of the assets determined at such intervals as may be
required by the Code, as may be necessary to prepare the foregoing returns,
schedules, statements or information; and (k) as and when necessary and
appropriate, represent the REMIC in any administrative or judicial proceedings
relating to an examination or audit by any governmental taxing authority,
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request an administrative adjustment as to any taxable year of the REMIC, enter
into settlement agreements with any governmental taxing agency, extend any
statute of limitations relating to any tax item of the REMIC, and otherwise act
on behalf of the REMIC in relation to any tax matter or controversy involving
it.
In order to enable the Trustee to perform its duties as set forth herein,
the Depositor shall provide, or cause to be provided, to the Trustee within ten
(10) days after the Closing Date all information or data that the Trustee
requests in writing and determines to be relevant for tax purposes to the
valuations and offering prices of the Certificates, including, without
limitation, the price, yield, prepayment assumption and projected cash flows of
the Certificates and the Loans. Thereafter, the Depositor shall provide to the
Trustee promptly upon written request therefor, any such additional information
or data that the Trustee may, from time to time, reasonably request in order to
enable the Trustee to perform its duties as set forth herein. The Depositor
hereby indemnifies the Trustee for any losses, liabilities, damages, claims or
expenses of the Trustee arising from any errors or miscalculations of the
Trustee that result from any failure of the Depositor to provide, or to cause to
be provided, accurate information or data to the Trustee on a timely basis.
In the event that any tax is imposed on "prohibited transactions" of the
REMIC as defined in Section 860F(a)(2) of the Code, on the "net income from
foreclosure property" of the REMIC as defined in Section 860G(c) of the Code, on
any contribution to the REMIC after the Startup Day pursuant to Section 860G(d)
of the Code, or any other tax is imposed, if not paid as otherwise provided for
herein, such tax shall be paid by (i) the Trustee, if such tax arises out of or
results from a breach by the Trustee of any of its obligations under this
Agreement, (ii) the Servicer, or if such tax arises out of or results from a
breach by the Servicer or a Seller of any of their obligations under this
Agreement, (iii) the Sellers, if any tax arises out of or results from any
Seller's obligation to repurchase a Loan pursuant to Section 2.02 or 2.03 or
(iv) in all other cases, or in the event that the Trustee, the Servicer or a
Seller fails to honor its obligations under the preceding clause (i),(ii) or
(iii), such tax will be paid with amounts otherwise to be distributed to the
Certificateholders, as provided in Section 3.08(b).
SECTION 8.12. Periodic Filings.
The Depositor shall prepare, execute and file all periodic reports required
under the Securities Exchange Act of 1934. In connection with the preparation
and filing of such periodic reports, the Servicer shall timely provide to the
Depositor all material information available to it which is required to be
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included in such reports and not known to it to be in the possession of the
Depositor and such other information as the Depositor reasonably may request
from it and otherwise reasonably shall cooperate with the Depositor. The
Depositor shall have no liability with respect to any failure to properly
prepare or file such periodic reports resulting from or relating to the
Depositor's inability or failure to obtain any information not resulting from
its own negligence or willful misconduct.
SECTION 8.13. Appointment of Custodians.
The Trustee may, with the consent of the Servicer, appoint one or more
Custodians to hold all or a portion of the Trustee's Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement. The Trustee agrees to
comply with the terms of each Custodial Agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders and the Insurer. The Trustee shall be liable for the fees of
any Custodian appointed hereunder. Each Custodian shall be a depository
institution subject to supervision by federal or state authority and shall be
qualified to do business in the jurisdiction in which it holds any Trustee's
Mortgage File.
SECTION 8.14. Trustee May Enforce Claims Without Possession of
Certificates.
All rights of action and claims under this Agreement or the Certificates
may be prosecuted and enforced by the Trustee without the possession of any of
the Certificates or the production thereof in any proceeding relating thereto,
any such proceeding instituted by the Trustee shall be brought in its own name
or in its capacity as Trustee. Any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Insurer or the Certificateholders in respect of which such judgment has been
recovered.
SECTION 8.15. Suits for Enforcement.
In case an Event of Default or other default by the Servicer hereunder
shall occur and be continuing, the Trustee, in its discretion, may proceed to
protect and enforce its rights and the rights of the Insurer and the
Certificateholders under this Agreement by a suit, action or proceeding in
equity or at law or otherwise, whether for the specific performance of any
covenant or agreement contained in this Agreement or in aid of the execution of
any power granted in this Agreement or for the enforcement of any other legal,
equitable or other remedy, as the Trustee, being advised by counsel, shall deem
most effectual to
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protect and enforce any of the rights of the Trustee or the Insurer and the
Certificateholders.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination upon Liquidation or Purchase of all Loans.
Subject to Section 9.03, the obligations and responsibilities of the
Depositor, the Servicer and the Trustee created hereby with respect to the Trust
Fund shall terminate upon the earlier of (a) the purchase by the Servicer of all
Loans (and REO Properties) remaining in the Trust Fund at a price equal to the
sum of (i) 100% of the Stated Principal Balance of each Loan plus accrued and
unpaid interest thereon at the applicable Pass-Through Rate and (ii) 100% of
the Stated Principal Balance of each Loan related to any REO Property plus
accrued and unpaid interest thereon at the applicable Pass-Through Rate and (b)
the later of (i) the maturity or other liquidation (or any Advance with respect
thereto) of the last Loan remaining in the Trust Fund and the disposition of all
REO Property and (ii) the distribution to Certificateholders of all amounts
required to be distributed to them pursuant to this Agreement. In no event shall
the trusts created hereby continue beyond the earlier of (i) the expiration of
21 years from the death of the survivor of the descendants of Joseph P. Kennedy,
the late Ambassador of the United States to the Court of St. James, living on
the date hereof and (ii) the Latest Possible Maturity Date. The right to
purchase all Loans and REO Properties pursuant to clause (a) above shall be
conditioned upon the Pool Principal Balance, at the time of any such repurchase,
aggregating less than or equal to five percent (5%) of the aggregate Cut-off
Date Principal Balance of the Loans.
SECTION 9.02. Final Distribution on the Certificates.
If on any Determination Date, the Servicer determines that there are no
Outstanding Loans and no other funds or assets in the Trust Fund other than the
funds in the Certificate Account, the Servicer shall direct the Trustee promptly
to send a final distribution notice to each Certificateholder. If the Servicer
elects to terminate the Trust Fund pursuant to clause (a) of Section 9.01, at
least 20 days prior to the date notice is to be mailed to the affected
Certificateholders, the Servicer shall notify the Depositor, the Insurer and the
Trustee of the date the Servicer intends to terminate the Trust Fund and of the
applicable repurchase price of the Loans and REO Properties.
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Notice of any termination of the Trust Fund, specifying the Distribution
Date on which Certificateholders may surrender their Certificates 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 no
later than the 10th day of the month next preceding the month of such final
distribution. Any such notice shall specify (a) the Distribution Date upon which
final distribution on the Certificates will be made upon presentation and
surrender of Certificates at the office therein designated, (b) the amount of
such final distribution, (c) the location of the office or agency at which such
presentation and surrender must be made, and (d) that the Record Date otherwise
applicable to such Distribution Date is not applicable, distributions being made
only upon presentation and surrender of the Certificates at the office therein
specified. The Servicer will give such notice to each Rating Agency at the time
such notice is given to Certificateholders.
In the event such notice is given, the Servicer shall cause all funds in
the Certificate Account to be remitted to the Trustee for deposit in the
Distribution Account on the Business Day prior to the applicable Distribution
Date in an amount equal to the final distribution in respect of the
Certificates. Upon such final deposit with respect to the Trust Fund and the
receipt by the Trustee of a Request for Release therefor, the Trustee shall
promptly release to the Servicer the Mortgage Files for the Loans.
Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders of each Class, in the order set
forth in Section 4.02 hereof, on the final Distribution Date and in proportion
to their respective Percentage Interests, with respect to Certificateholders of
the same Class, an amount equal to (i) as to each Class of Class A Certificates,
the Certificate Balance thereof plus accrued interest thereon, and (ii) as to
the Class R Certificates, the amount, if any, which remains on deposit in the
Distribution Account (other than the amounts retained to meet claims) after
application pursuant to clause (i) above.
In the event that any affected Certificateholders shall not surrender
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
six months after the second notice all the applicable 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
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remain a part of the Trust Fund. If within one year after the second notice all
Certificates shall not have been surrendered for cancellation, the Class R
Certificateholders shall be entitled to all unclaimed funds and other assets of
the Trust Fund which remain subject hereto.
SECTION 9.03. Additional Termination Requirements.
(a) In the event the Servicer exercises its purchase option as provided in
Section 9.01, the Trust Fund shall be terminated in accordance with the
following additional requirements, unless the Trustee has been supplied with an
Opinion of Counsel, at the expense of the Servicer, to the effect that the
failure to comply with the requirements of this Section 9.03 will not (i) result
in the imposition of taxes on "prohibited transactions" on the 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:
(1) Within 90 days prior to the final Distribution Date set forth in
the notice given by the Servicer under Section 9.02, the Servicer shall
prepare and the Trustee, at the expense of the "tax matters person," shall
adopt a plan of complete liquidation within the meaning of section
860F(a)(4) of the Code which, as evidenced by an Opinion of Counsel (which
opinion shall not be an expense of the Trustee or the Tax Matters Person),
meets the requirements of a qualified liquidation; and
(2) 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 Servicer for cash in accordance with Section 9.01.
(b) The Trustee as agent for any REMIC hereby agrees to adopt and sign such
a plan of complete liquidation upon the written request of the Servicer, and the
receipt of the Opinion of Counsel referred to in Section 9.03(a)(1) and to take
such other action in connection therewith as may be reasonably requested by the
Servicer.
(c) By their acceptance of the Certificates, the Holders thereof hereby
authorize the Servicer to prepare and the Trustee to adopt and sign a plan of
complete liquidation.
ARTICLE X
MISCELLANEOUS PROVISIONS
SECTION 10.01. Amendment.
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This Agreement may be amended from time to time by the Depositor, the
Sellers, the Servicer and the Trustee with the consent of the Insurer, but
without the consent of any of the Certificateholders to cure any ambiguity, or
to correct or supplement any provisions herein, or to make such other provisions
with respect to matters or questions arising under this Agreement as shall not
be inconsistent with any other provisions herein; provided that such action
shall not, as evidenced by an Opinion of Counsel (which Opinion of Counsel shall
not be an expense of the Trustee or the Trust Fund), adversely affect in any
material respect the interests of any Certificateholder; provided, however, that
the amendment shall not be deemed to adversely affect in any material respect
the interests of the Certificateholders if the Person requesting the amendment
obtains a letter from each Rating Agency stating that the amendment would not
result in the downgrading or withdrawal of the respective ratings then assigned
to the Certificates; it being understood and agreed that any such letter in and
of itself will not represent a determination as to the materiality of any such
amendment and will represent a determination only as to the credit issues
affecting any such rating. The Trustee, the Depositor, the Sellers, and the
Servicer also may at any time and from time to time amend this Agreement without
the consent of the Certificateholders to modify, eliminate or add to any of its
provisions to such extent as shall be necessary or helpful 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 REMIC pursuant to the Code
that would be a claim at any time prior to the final redemption of the
Certificates, provided that the Trustee has been provided an Opinion of Counsel,
which opinion shall be an expense of the party requesting such opinion but in
any case shall not be an expense of the Trustee or the Trust Fund, to the effect
that such action is necessary or helpful to maintain such qualification or to
avoid or minimize the risk of the imposition of such a tax.
This Agreement may be amended from time to time by the Seller, the
Servicer, the Depositor and the Trustee, without the consent of any of the
Certificateholders, to provide for termination of the Spread Account or the
substitution of assets in the Spread Account as contemplated in Section
3A.01(d).
This Agreement may also be amended from time to time by the Depositor, the
Sellers, the Servicer and the Trustee with the consent of the Insurer and the
Holders of a Majority in Interest of each Class of Certificates affected thereby
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of Certificates; provided, however, that no
such amendment shall (i) reduce in any manner the amount of, or delay the timing
of, payments required to be distributed on any Certificate without the consent
of the Holder
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of such Certificate, (ii) adversely affect in any material respect the interests
of the Holders of any Class of Certificates in a manner other than as described
in (i), without the consent of the Holders of Certificates of such Class
evidencing, as to such Class, Percentage Interests aggregating 66%, or (iii)
reduce the aforesaid percentages of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding. Prior to the execution of any amendment
to this Agreement, the Trustee shall be entitled to receive and rely upon an
Opinion of Counsel (which Opinion of Counsel shall not be at the expense of the
Trustee or the Trust Fund) stating that the execution of such amendment is
authorized or permitted by this Agreement. The Trustee may, but shall not be
obligated to, enter into any such amendment which affects the Trustee's own
rights, duties or immunities under this Agreement.
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, which opinion shall not be an expense of the
Trustee or the Trust Fund, to the effect that such amendment will not cause the
imposition of any tax on the REMIC or the Certificateholders 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 amendment to this Agreement requiring
the consent of Certificateholders or the Insurer, the Trustee shall furnish
written notification of the substance or a copy of such amendment to each
Certificateholder, the Insurer and each Rating Agency.
It shall not be necessary for the consent of Certificateholders or the
Insurer under this Section to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Trustee may prescribe.
Nothing in this Agreement shall require the Trustee to enter into an
amendment without receiving an Opinion of Counsel (which Opinion shall not be an
expense of the Trustee or the Trust Fund) satisfactory to the Trustee that (i)
such amendment is permitted and is not prohibited by this Agreement and that all
requirements for amending this Agreement have been complied with; and (ii)
either (A) the amendment does not adversely affect in any material respect the
interests of any Certificateholder or the Insurer or (B) the conclusion set
forth in the immediately preceding clause (A) is not required to be reached
pursuant to this Section 10.01.
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SECTION 10.02. Recordation of Agreement; Counterparts.
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 Servicer at its expense, but only upon direction by the
Trustee accompanied by an Opinion of Counsel to the effect that such recordation
materially and beneficially affects the interests of the 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. Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
SUBSTANTIVE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO AND
THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 10.04. Intention of Parties.
It is the express intent of the parties hereto that the conveyance of the
Loans by the Sellers to the Depositor pursuant to Article II of this Agreement
be, and be construed as, an absolute sale thereof to the Depositor. It is,
further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Sellers to the Depositor to secure a borrowing by the
Sellers from the Depositor. However, in the event that, notwithstanding the
intent of the parties, such assets are held to be the property of the Sellers or
any one of them, or if this Agreement is held or deemed to constitute or have
created a loan, lending transaction or an extension of credit by the Depositor
to the Sellers or any one of them, then and only then (i) this Agreement shall
be deemed, effective as of June 1, 1997, to be a security agreement within the
meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyance by the Sellers to the Depositor provided for in this Agreement shall
be deemed, effective as of June 1, 1997, to be an assignment and a grant by the
Sellers to the Depositor, and each of the Sellers does hereby grant and assign
to the Depositor, a security interest in, and lien upon, all of the assets that
constitute the
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Mortgage Notes and the Trust Fund, and all of the proceeds thereof, whether now
owned or hereafter acquired.
The Sellers, for the benefit of the Depositor, shall, in connection with
the perfection of the security interest described in the preceding paragraph of
this Section 10.04, deliver to the Depositor on the Closing Date the financing
statements described in Schedule IV hereto. The Sellers shall also arrange for
the delivery to the Depositor of any appropriate Uniform Commercial Code
continuation statements as may be necessary or appropriate to continue the
perfection of the security interest of the Depositor in the Mortgage Notes and
the Trust Fund, and all of the proceeds thereof, whether now owned or hereafter
acquired. The Sellers, for the benefit of the Depositor, shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement is held or deemed to constitute or have created a loan,
lending transaction or an extension of credit by the Depositor to the Sellers or
any one of them, then and only then (i) this Agreement shall be deemed,
effective as of June 1, 1997, to be a security agreement within the meaning of
the Uniform Commercial Code of the State of New York and (ii) the conveyance by
the Sellers to the Depositor provided for in this Agreement shall be deemed,
effective as of June 1, 1997, to be an assignment and a grant by the Sellers to
the Depositor, and each of the Sellers does hereby grant and assign to the
Depositor, a security interest in, and lien upon, all of the assets that
constitute the Mortgage Notes and the Trust Fund, and all of the proceeds
thereof, whether now owned or hereafter acquired, such security interest shall
be deemed to be a perfected security interest of first priority under applicable
law, and will be maintained as such throughout the term of this Agreement. The
Sellers shall arrange for filing any appropriate Uniform Commercial Code
financing statements, continuation statements or other appropriate forms,
notices or documents in connection with any security interest granted or
assigned to the Depositor.
The Depositor does hereby assign the security interest in and lien on the
Mortgage Notes and the Trust Fund, and all proceeds thereof, whether now owned
or hereafter acquired, to the Trustee for the benefit of the Certificateholders
and the Insurer. The Depositor shall arrange for filing of such Uniform
Commercial Code financing statements as are necessary to effect the assignment
of the security interest and lien to the Trustee for the benefit of the
Certificateholders and the Insurer.
It is the express intent of the parties hereto that the conveyance of the
Trust Fund by the Depositor to the Trustee pursuant to Article II of this
Agreement be, and be construed as, an absolute sale thereof to the Trustee. It
is, further, not the intention of the parties that such conveyance be deemed a
pledge thereof by the Depositor to the Trustee to secure a borrowing by
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the Depositor from the Trustee. However, in the event that, notwithstanding the
intent of the parties, such assets are held to be the property of the Depositor,
or if this Agreement is held or deemed to constitute or have created a loan,
lending transaction or an extension of credit by the Trustee to the Depositor,
then and only then (i) this Agreement shall be deemed, effective as of June 1,
1997, to be a security agreement within the meaning of the Uniform Commercial
Code of the State of New York and (ii) the conveyance by the Depositor to the
Trustee provided for in this Agreement shall be deemed, effective as of June 1,
1997, to be an assignment and a grant by the Depositor to the Trustee, and the
Depositor does hereby grant and assign to the Trustee, for the benefit of the
Certificateholders, a security interest in, and lien upon, all of the assets
that constitute the Mortgage Notes and the Trust Fund, and all of the proceeds
thereof, whether now owned or hereafter acquired.
The Depositor, for the benefit of the Trustee, the Insurer and the
Certificateholders, shall, in connection with the perfection of the security
interest described in the preceding paragraph of this Section 10.04, deliver to
the Trustee on the Closing Date the financing statements described in Schedule V
hereto. The Depositor shall also arrange for the delivery to the Trustee of any
appropriate Uniform Commercial Code continuation statements as may be necessary
or appropriate to continue the perfection of the security interest of the
Trustee in the Trust Fund, and all of the proceeds thereof, whether now owned or
hereafter acquired. The Depositor, for the benefit of the Trustee and the
Certificateholders, shall, to the extent consistent with this Agreement, take
such actions as may be necessary to ensure that, if this Agreement is held or
deemed to constitute or have created a loan, lending transaction or an extension
of credit by the Trustee to the Depositor, then and only then (i) this Agreement
shall be deemed, effective as of June 1, 1997, to be a security agreement within
the meaning of the Uniform Commercial Code of the State of New York and (ii) the
conveyance by the Depositor to the Trustee provided for in this Agreement shall
be deemed, effective as of June 1, 1997, to be an assignment and a grant by the
Depositor to the Trustee, and the Depositor does hereby grant and assign to the
Trustee, for the benefit of the Certificateholders, a security interest in, and
lien upon, all of the assets that constitute the Mortgage Notes and the Trust
Fund, and all of the proceeds thereof, whether now owned or hereafter acquired,
such security interest shall be deemed to be a perfected security interest of
first priority under applicable law and will be maintained as such throughout
the term of this Agreement. The Servicer shall, within ten (10) days of the
Closing Date, present to the appropriate filing offices in the jurisdictions set
forth on Schedules V and VI all of the financing statements delivered on the
Closing Date by the Sellers to the Depositor, the assignments thereof delivered
by the Depositor to the Trustee on the Closing Date and the financing
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statements delivered by the Depositor to the Trustee on the Closing Date. The
Servicer shall arrange for filing any appropriate Uniform Commercial Code
continuation statements or other appropriate forms, notices or documents in
connection with any security interest granted or assigned to the Trustee.
SECTION 10.05. Notices.
(a) The Trustee shall use its best efforts to promptly provide notice to
the Insurer and each Rating Agency with respect to each of the following of
which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Event of Default that has not been cured;
3. The resignation or termination of the Servicer or the Trustee and the
appointment of any successor;
4. The repurchase or substitution of Loans pursuant to Section 2.03; and
5. The final payment to Certificateholders.
In addition, the Trustee shall promptly furnish to each Rating Agency
copies of the following:
1. Each report to Certificateholders described in Section 4.03;
2. Each annual statement as to compliance described in Section 3.16;
3. Each annual independent public accountants' servicing report described
in Section 3.17; and
4. Any notice of a purchase of a Loan pursuant to Section 2.02, 2.03 or
3.11.
(b) All directions, demands and notices hereunder shall be in writing and
shall be deemed to have been duly given when delivered to (a) in the case of the
Depositor, Equity One ABS, Inc., 103 Springer Building, 3411 Silverside Road,
Wilmington, Delaware 19810, Attention: President, facsimile number: (302)
478-3667, (b) in the case of the Servicer, Equity One, Inc., 523 Fellowship
Road, Suite 230, Mt. Laurel, New Jersey 08054, Attention: President, facsimile
number: (609) 273-3752, or such other address as may be hereafter furnished to
the Depositor and the Trustee by the Servicer in writing, (c) in the case of
Equity One-Florida, Equity One Mortgage, Inc., 3820 Northdale Boulevard, Tampa,
FL 33624, Attention: President,
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facsimile number: (813) 960-8899, (d) in the case of Equity One-Minnesota,
Equity One, Inc., 2626 East 82nd Street, 1st Floor/Suite 102, Bloomington,
Minnesota 55425, Attention: President, facsimile number: (612) 854-4820, (e) in
the case of Equity One-New Hampshire, Equity One Consumer Loan Company, Inc., 25
South River Road, Suite 304, Bedford, NH 03110, Attention: President, facsimile
number: (603) 622-6499, (f) in the case of Equity One-New York, Equity One
Mortgage, Inc., 270 Spagnoli Road, Melville, NY 11747, Attention: President,
facsimile number: (516) 249-2270, (g) in the case of Equity One-North Carolina,
Equity One Mortgage Company, 4614 A West Market Street, Greensboro, NC 27407,
Attention: President, facsimile number: (910) 854-7794, (h) in the case of
Equity One-Pennsylvania, Equity One, Incorporated, 340 East Maple Avenue, Suite
304, Langhorne, PA 19047, Attention: President, facsimile number: (215)
741-4161, (i) in the case of Equity One-West Virginia, Equity One of West
Virginia, Inc., 2610 Aikens Center, Martinsburg, WV 25401, Attention: President,
facsimile number: (304) 264-9403, (j) in the case of the Trustee, The Chase
Manhattan Bank, 450 West 33rd Street, 15th Floor, New York, New York 10001,
Attention: Structured Finance Services (ABS), facsimile number: 212-946-8191, or
such other address as the Trustee may hereafter furnish to the Depositor or
Servicer, (k) in the case of the Insurer, AMBAC Indemnity Corporation, One State
Street Plaza, New York, New York 10004, Attention: Structured Finance Department
- - MBS, facsimile number: (212) 363-1459 and (l) in the case of the Rating
Agencies, the address specified therefor in the definition corresponding to the
name of such Rating Agency. Notices to Certificateholders shall be deemed given
when mailed, first class postage prepaid, to their respective addresses
appearing in the Certificate Register.
SECTION 10.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 10.07. Assignment.
Notwithstanding anything to the contrary contained herein, except as
provided in Section 6.02, this Agreement may not be assigned by the Servicer
without the prior written consent of the Trustee, Insurer and Depositor.
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SECTION 10.08. Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the trust created hereby, nor entitle such
Certificateholder's legal representative or heirs to claim an accounting or to
take any action or commence any proceeding in any court for a petition or
winding up of the trust created hereby, or 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
herein) or in any manner otherwise control the operation and management of the
Trust Fund, or the obligations of the parties hereto, nor shall anything herein
set forth or contained in the terms of the Certificates be construed so as to
constitute the Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any third
party 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 an Event
of Default and of the continuance thereof, as herein provided, and unless the
Holders of Certificates evidencing not less than 25% of the Voting Rights
evidenced by the Certificates shall also have made written request to 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 for the
common benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section 10.08, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
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SECTION 10.09. Inspection and Audit Rights.
The Servicer agrees that, on reasonable prior notice, it will permit and
will cause each Subservicer to permit any representative of the Depositor, the
Insurer or the Trustee during the Servicer's normal business hours, to examine
all the books of account, records, reports and other papers of the Servicer
relating to the Loans, to make copies and extracts therefrom, to cause such
books to be audited by independent certified public accountants selected by the
Depositor or the Trustee and to discuss its affairs, finances and accounts
relating to the Loans with its officers, employees and independent public
accountants (and by this provision the Servicer hereby authorizes said
accountants to discuss with such representative such affairs, finances and
accounts), all at such reasonable times and as often as may be reasonably
requested. Any out-of-pocket expense incident to the exercise by the Depositor
or the Trustee of any right under this Section 10.09 shall be borne by the party
requesting such inspection; all other such expenses shall be borne by the
Servicer or the related Subservicer.
SECTION 10.10. Certificates Nonassessable and Fully Paid.
It is the intention of the Depositor that Certificateholders shall not be
personally liable for obligations of the Trust Fund, that the interests in the
Trust Fund represented by the Certificates shall be nonassessable for any reason
whatsoever, and that the Certificates, upon due authentication thereof by the
Trustee pursuant to this Agreement, are and shall be deemed fully paid.
SECTION 10.11. The Closing.
The closing of the transactions contemplated by this Agreement shall occur
at 10:00 a.m. Eastern Standard Time on the Closing Date at the Closing Place.
SECTION 10.12. Interpretation.
Unless the context of this Agreement clearly requires otherwise, (a)
references to the plural include the singular, the singular the plural, the part
the whole, (b) references to one gender includes all genders, (c) "or" has the
inclusive meaning frequently identified with the phrase "and/or", (d)
"including" has the inclusive meaning frequently identified with the phrase "but
not limited to" and (e) references to "hereunder", "hereof" or "herein" relate
to this Agreement. The section and other headings contained in this Agreement
are for reference purposes only and shall not control or affect the construction
of this Agreement or the interpretation thereof in any respect. Section,
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subsection, schedule and exhibit references are to this Agreement unless
otherwise specified.
SECTION 10.13. Rights of the Insurer.
(a) The Insurer is an express third-party beneficiary of this Agreement.
(b) On each Distribution Date the Trustee shall forward to the Insurer a
copy of the reports furnished to the Class A Certificateholders and the
Depositor on such Distribution Date.
(c) The Trustee shall provide to the Insurer copies of any report, notice,
Opinion of Counsel, Officer's Certificate, request for consent or request for
amendment to any document related hereto promptly upon the Trustee's production
or receipt thereof.
(d) Unless an Insurer Default exists, the Trustee and the Depositor shall
not agree to any amendment to this Agreement without first having obtained the
prior written consent of the Insurer, if such consent is not unreasonably
withheld.
(e) So long as there does not exist a failure by the Insurer to make a
required payment under the Policy, the Insurer shall have the right to exercise
all rights of the Holders of the Class A Certificates under this Agreement
without any consent of such Holders, and such Holders may exercise such rights
only with the prior written consent of the Insurer, except as provided herein.
(f) The Insurer shall not be entitled to exercise any of its rights
hereunder so long as there exists a failure by the Insurer to make a required
payment under the Policy.
SECTION 10.14. No Partnership.
Nothing herein contained shall be deemed or construed to create a
co-partnership or joint venture between the parties hereto and the services of
the Trustee and the Servicer shall be rendered as an independent contractor and
not as agent for the Certificateholders.
* * * * * *
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IN WITNESS WHEREOF, the Depositor, the Trustee, each of the Sellers and the
Servicer have caused their names to be signed hereto by their respective
officers thereunto duly authorized as of the day and year first above written.
Equity One ABS, INC.
as Depositor
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
The Chase Manhattan Bank
as Trustee
By: /s/ Norma Catone
----------------------------------
Name: Norma Catone
Title: Second Vice President
Equity One, Inc. (DE)
as a Seller and Servicer
By: /s/ John N.Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One, Incorporated
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One Mortgage Company
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
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Equity One Mortgage, Inc. (DE)
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One, Inc. (MN)
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One Consumer Loan Company, Inc.
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One of West Virginia, Inc.
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
Equity One Mortgage, Inc. (NY)
as a Seller
By: /s/ John N. Martella
----------------------------------
Name: John N. Martella
Title: Senior Vice President
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SCHEDULE I
Loan Schedule
S-I-1
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE CONSUMER LOAN COMPANY, INC. 77523 KEEGAN DONNA
EQUITY ONE CONSUMER LOAN COMPANY, INC. 78099 WINEGAR MARK WINEGAR ELISABETH
EQUITY ONE CONSUMER LOAN COMPANY, INC. 78479 MCMAHON RAYMOND J MCMAHON DENISE M
EQUITY ONE CONSUMER LOAN COMPANY, INC. 78543 SMITH DUANE M SMITH ANGELA T
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79425 CAMPBELL DANIEL J
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79560 BOUDREAU ANDRE BOUDREAU JODI
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79582 NORMAN NICK A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79583 NORMAN NICK A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79620 CHARBONNEAU LIONEL H SKORUPSKI DEBRA A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 79621 MARTINEAU LUCIEN MARTINEAU AMY C
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80454 ROUSSEAU KATHLEEN
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80672 LESSARD HENRY J
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80677 MONTEMBEAULT PAULINE G
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80710 JUNEAU STEPHEN A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80745 REYNOLDS DAVID A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80776 MILUKAS MARCUS E MILUKAS EDWARD
EQUITY ONE CONSUMER LOAN COMPANY, INC. 80778 TUOMALA DAWN B BENNETT MARIE H
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81043 CLARK MELINDA J CLARK ROBERT A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81047 PALANSKI DEAN A PALANSKI PATRICIA
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81076 KITCHIN JUDETH N KITCHIN DONALD N
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81204 SMITH RAYMOND M
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81209 PRESCOTT DEBRA M DUBE MICHAEL
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81392 KURIMAY ANDREW H KURIMAY CAROL A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81406 BOJKO RICHARD M BOJKO JOAN M
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81510 MEAD RALPH L MEAD MARY T
EQUITY ONE CONSUMER LOAN COMPANY, INC. 81894 ALEXANDER GAIL S
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82259 FERLAND RONALD G FERLAND BARBARA E
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82314 MAHAN MICHAEL S MAHAN FLOR C
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82316 ALLEN KEVIN T ALLEN DERORAH J
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82320 HANNAGAN MARIANNE A
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82443 ALBERGHENE ERNIE B ALBERGHENE MARY E
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82607 RAPOSO NELSON F
EQUITY ONE CONSUMER LOAN COMPANY, INC. 83155 CROSSMAN JOEL A CROSSMAN KATHERINE L
EQUITY ONE CONSUMER LOAN COMPANY, INC. 83452 MIGNEAULT ROBERT A MIGNEAULT HARRIET
EQUITY ONE MORTGAGE COMPANY 77264 KISTLE DOUGLAS KISTLE LINDA
EQUITY ONE MORTGAGE COMPANY 79710 PRESSWOOD DEBRA
EQUITY ONE MORTGAGE COMPANY 79727 JONES DANNY JONES MICHELLE
EQUITY ONE MORTGAGE COMPANY 80084 STRAYHORN ALEX B STRAYHORN MARY E
EQUITY ONE MORTGAGE COMPANY 80402 SHOAF MICHAEL K SHOAF ANGELA G
EQUITY ONE MORTGAGE COMPANY 80486 SMITH AUDREY E
EQUITY ONE MORTGAGE COMPANY 80552 BULLARD WARREN EDWARD
EQUITY ONE MORTGAGE COMPANY 80655 ARNETT CONNIE D
EQUITY ONE MORTGAGE COMPANY 80657 BALL DONALD BALL DEBORAH
EQUITY ONE MORTGAGE COMPANY 80667 JACKSON ERNEST M
EQUITY ONE MORTGAGE COMPANY 80669 LATTA MINNIE B
EQUITY ONE MORTGAGE COMPANY 80674 MALAJATI LARBI
EQUITY ONE MORTGAGE COMPANY 80678 NICHOLS NORWOOD C
EQUITY ONE MORTGAGE COMPANY 80679 PINER SAMUEL G
EQUITY ONE MORTGAGE COMPANY 80684 THOMPSON EFFIE B
EQUITY ONE MORTGAGE COMPANY 80687 WESTMORELAND RONALD W
EQUITY ONE MORTGAGE COMPANY 80688 WILKINS MAY H
EQUITY ONE MORTGAGE COMPANY 80689 WINTERS JOHN F WINTERS MELODY
EQUITY ONE MORTGAGE COMPANY 80690 WRIGHT ANDREW G
EQUITY ONE MORTGAGE COMPANY 80724 DUBOSE MANLEY E DUBOSE FRANKIE
EQUITY ONE MORTGAGE COMPANY 80726 REID BASILIUS A REID LINDA
EQUITY ONE MORTGAGE COMPANY 80733 THOMPSON CLARA H
EQUITY ONE MORTGAGE COMPANY 80737 WAGONER VALERIE
EQUITY ONE MORTGAGE COMPANY 80739 GASSMAN CHARLES GASSMAN ROBIN L
EQUITY ONE MORTGAGE COMPANY 80740 WATTS DAVID R WATTS LAURA
EQUITY ONE MORTGAGE COMPANY 80741 PHILLIPS DOLORES
EQUITY ONE MORTGAGE COMPANY 80742 KINGSLEY DAVID KINGSLEY TERRI
EQUITY ONE MORTGAGE COMPANY 80746 ROBBINS LONNIE ROBBINS KATRENA
EQUITY ONE MORTGAGE COMPANY 81041 JOHNSON MARCUS A JOHNSON JOAN M
EQUITY ONE MORTGAGE COMPANY 81049 HAY KAREN E
EQUITY ONE MORTGAGE COMPANY 81054 SCOTT BENNY SCOTT LAUNDRA RENE
EQUITY ONE MORTGAGE COMPANY 81055 KENNEDY MARYANN
EQUITY ONE MORTGAGE COMPANY 81056 HUBBARD ROBERT HUBBARD MARILYN
EQUITY ONE MORTGAGE COMPANY 81057 HALL THERESA L
EQUITY ONE MORTGAGE COMPANY 81061 BRICKHOUSE MARVIN BRICKHOUSE SYLVIA
EQUITY ONE MORTGAGE COMPANY 81062 ELKINS HUBERT S ELKINS SHEILA E
EQUITY ONE MORTGAGE COMPANY 81078 THOMPSON THOMAS THOMPSON SHIRLEY
EQUITY ONE MORTGAGE COMPANY 81102 BENNETT BRADY
EQUITY ONE MORTGAGE COMPANY 81148 FRYE SCOTT COLLINS WENDY
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE CONSUMER LOAN COMPANY, INC. ROUTE 109 SANDWICH NH 3227 160515 98000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 50 PAGE HILL ROAD NEW IPSWICH NH 3071 160702 60000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 235-241 CONANT STREET MANCHESTER NH 3102 210710 78000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 66 CANAL STREET NASHUA NH 3060 60718 56000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 721 BEECH STREET MANCHESTER NH 3104 60911 77000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 397 WEST MAIN STREET TILTON NH 3276 60926 70000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 329-331 HARVARD STREET MANCHESTER MA 2048 210927 65000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 433-435 CEDAR STREET MANCHESTER NH 3103 210927 69550.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 251-253 CONCORD STREET MANCHESTER NH 3045 61002 65800.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 360-362 CENTRAL STREET MANCHESTER NH 3109 61002 62930.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 508 DUBUQUE STREET MANCHESTER NH 3102 61202 125300.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 213A ROUTE 16B SOMERSWORTH NH 3878 160805 80000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 7 BROKEN GROUND DRIVE CONCORD NH 3301 110814 70400.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 56 LONDONDERRY TRNPK RD HOOKSETT NH 3106 110807 57400.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 24 BELKNAP STREET NASHUA NH 3060 161028 84000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 267-271 LOWELL STREET MANCHESTER NH 3103 61220 73500.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 99 MAIN STREET UNIT 1 WILTON NH 3086 211230 70000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 715 ELEY LANE PEMBROKE NH 3275 160913 70500.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 5 FIELD STREET NASHUA NH 3060 160905 62250.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 11 CYPRESS STREET SALEM NH 3079 111204 85000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 731 SUMMER STREET MANCHESTER NH 3103 70122 50000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 15 SAWYER AVE ATKINSON NH 3811 161129 95000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 50 NORTH LINCOLN STREET KEENE NH 3431 170128 76800.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 624 RIMMON STREET MANCHESTER NH 3102 220124 74550.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 109 DUPREY ROAD NO CONWAY NH 3860 270217 90265.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 11 WEBSTER PLACE BOSCAWEN NH 3303 110607 50000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. GLEN ECHO ROAD GILMANTON NH 3237 170317 65600.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 58 VIA GRANDE N MOULTONBORU NH 3254 270319 75495.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 295 HORNE STREET WARNER NH 3278 120321 68700.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 127 HERSEY LANE NEW MARKET NH 3857 270321 121500.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 18 LEONARD DRIVE PELHAM NH 3076 270325 115000.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. PINE MEADOW DRIVE NEW HAMPTON NH 3256 170407 64800.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 302 ROUTE 106 SOUTH LOUDON NH 3301 170429 38200.00
EQUITY ONE CONSUMER LOAN COMPANY, INC. 6 BLUE JAY HILL ROAD NASHUA NH 3060 170505 137600.00
2604140.00
EQUITY ONE MORTGAGE COMPANY 207 HOLLY LANE MOREHEAD NC 28557 260430 122400.00
EQUITY ONE MORTGAGE COMPANY 151 CEDAR LANE TRAIL WINSTON SALEM NC 27104 261017 53600.00
EQUITY ONE MORTGAGE COMPANY RT 5 BOX 2B SNOW HILL NC 28580 261021 51000.00
EQUITY ONE MORTGAGE COMPANY 664 MACK ROAD ASHEBORO NC 27203 161104 70386.83
EQUITY ONE MORTGAGE COMPANY 5645 MT HOPE CHURCH ROAD SALISBURY NC 28146 261127 136000.00
EQUITY ONE MORTGAGE COMPANY 5430 ADDISON DRIVE CHARLOTTE NC 28211 161203 129600.00
EQUITY ONE MORTGAGE COMPANY 1061 HAYNE STRETCH AUTRYVILLE NC 28318 111210 64000.00
EQUITY ONE MORTGAGE COMPANY 1071 NC HWY 241 PINK HILL NC 28572 110909 45200.00
EQUITY ONE MORTGAGE COMPANY 250 FARMSTEAD ROAD WINSTON SALEM NC 27107 260806 147400.00
EQUITY ONE MORTGAGE COMPANY 682 STONEYKIRK ROAD FAYETTEVILLE NC 28314 110913 54680.00
EQUITY ONE MORTGAGE COMPANY RT 3 BOX 480 SNOW HILL NC 28580 260909 30000.00
EQUITY ONE MORTGAGE COMPANY 4 OBRIANS WAY ASHVILLE NC 28803 260715 70000.00
EQUITY ONE MORTGAGE COMPANY RT 9 BOX 254 KINSTON NC 28501 110619 47200.00
EQUITY ONE MORTGAGE COMPANY 210 RANDOLPH STREET FAYETTEVILLE NC 28311 160611 35000.00
EQUITY ONE MORTGAGE COMPANY 210 COMMERCE STREET GREENVILLE NC 27858 60920 46000.00
EQUITY ONE MORTGAGE COMPANY 216 SOUTH VANDALA CT KING NC 27021 110918 45000.00
EQUITY ONE MORTGAGE COMPANY 116 POND PINE DR PLYMOUTH NC 27962 110807 61500.00
EQUITY ONE MORTGAGE COMPANY 1376 HAYWOOD STREET HAW RIVER NC 27258 261028 91000.45
EQUITY ONE MORTGAGE COMPANY 9402 HUEY BLVD WAXHAW NC 28173 160923 120600.00
EQUITY ONE MORTGAGE COMPANY 112 LIN MAR LANE STANLEY NC 28164 60905 52000.00
EQUITY ONE MORTGAGE COMPANY 1727 FERN FORREST DRIVE GASTONIA NC 28054 110826 67000.00
EQUITY ONE MORTGAGE COMPANY PO BOX 146 SIMPSON NC 27879 160624 67200.00
EQUITY ONE MORTGAGE COMPANY 205 RODEO DRIVE LEXINGTON NC 27292 260812 81000.00
EQUITY ONE MORTGAGE COMPANY 124 BELVEDERE AVE SHELBY NC 28150 111112 68000.00
EQUITY ONE MORTGAGE COMPANY 17640 LEES MILL ROAD LAURINBURG NC 28352 260910 42500.00
EQUITY ONE MORTGAGE COMPANY 2062 K COURT WINSTON SALEM NC 27105 261029 60000.00
EQUITY ONE MORTGAGE COMPANY 514 SHADYBROOK ROAD HIGH POINT NC 27265 261030 79650.00
EQUITY ONE MORTGAGE COMPANY 9199 KENDLE CHAPEL RD WINNABOW NC 28479 260603 101600.00
EQUITY ONE MORTGAGE COMPANY 622 WHITLEY WAY WENDELL NC 27591 161028 128000.00
EQUITY ONE MORTGAGE COMPANY 204 PRINCE STREET KANNAPOLIS NC 28083 110923 51680.00
EQUITY ONE MORTGAGE COMPANY 157 SEVEN OAKS LANE STATEVILLE NC 28677 110924 57600.00
EQUITY ONE MORTGAGE COMPANY 124 CLOVER STREET N WILKESBORO NC 28659 111113 35941.62
EQUITY ONE MORTGAGE COMPANY 95 SIDNEY LN CURRIE NC 28435 111005 55250.00
EQUITY ONE MORTGAGE COMPANY 451 WATERBURY DRIVE FAYETTEVILLE NC 28311 260925 92000.00
EQUITY ONE MORTGAGE COMPANY 25935 US HWY 64 EAST CRESWELL NC 27928 110812 49600.00
EQUITY ONE MORTGAGE COMPANY RT2 BOX 255A FLAT ROCK NC 28731 260731 62400.00
EQUITY ONE MORTGAGE COMPANY 101 RIDGECREST DRIVE KING NC 27021 261101 58000.00
EQUITY ONE MORTGAGE COMPANY RT1 BOX 294 HUTCHINS ST PILOT MOUNT NC 27041 120113 60000.00
EQUITY ONE MORTGAGE COMPANY 571 PEACEHAVEN ROAD SOUTH WINSTON SALEM NC 27104 270115 175500.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE CONSUMER LOAN COMPANY, INC. 95820.13 960615 850.46 66.67 N 1 0.08500 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 58834.55 960802 511.23 67.42 O 1 0.08250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 74186.28 960810 750.43 63.93 N 50 0.10750 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 53374.57 960818 795.36 64.37 N 64 0.11750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 73975.03 961011 1049.80 70.00 N 64 0.10750 1 3 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 67371.51 961026 974.18 60.34 N 64 0.11250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 64673.63 961027 648.85 65.00 N 50 0.11250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 69200.79 961027 694.27 65.00 N 64 0.11250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 63260.31 961102 897.10 68.54 N 64 0.10750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 60501.07 961102 857.97 66.95 O 64 0.10750 1 3 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 121753.17 970102 1725.29 64.26 N 64 0.10990 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 78861.81 960905 719.26 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 68738.80 960914 703.61 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 55907.66 960907 573.68 70.00 O 1 0.08750 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 82937.69 961128 755.22 70.00 O 5 0.08990 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 71750.73 970120 1002.08 68.69 N 53 0.10750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 69809.67 970130 736.73 70.00 N 1 0.11990 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 69641.56 961013 657.15 75.00 O 1 0.09500 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 61455.67 961005 550.10 62.25 O 1 0.08750 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 83782.48 970104 849.53 70.83 O 1 0.08750 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 49038.79 970222 674.67 52.63 N 64 0.10500 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 93974.94 961229 839.52 33.33 O 1 0.08750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 76456.04 970228 740.62 80.00 O 1 0.09990 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 74341.01 970224 703.88 67.77 N 64 0.10500 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 89973.80 970317 893.88 75.22 O 1 0.11500 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 47752.87 960707 499.72 49.02 O 1 0.08750 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 65383.36 970417 558.95 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 75427.80 970419 661.96 74.01 O 1 0.09990 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 68310.33 970421 666.48 45.80 O 1 0.08250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 121344.53 970421 912.78 79.41 O 1 0.08250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 114852.85 970425 863.95 79.86 O 1 0.08250 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 64702.86 970507 582.60 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 38149.64 970529 368.38 55.36 O 1 0.09990 1 1 0.0050
EQUITY ONE CONSUMER LOAN COMPANY, INC. 137387.35 970605 1215.98 80.00 O 1 0.08750 2 1 0.0050
2562933.28
EQUITY ONE MORTGAGE COMPANY 121474.70 960530 941.15 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 53429.34 961117 469.98 80.00 O 4 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 50837.77 961121 447.18 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 69720.71 961204 678.78 77.09 O 1 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 135476.79 961227 1118.84 74.32 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 128092.57 970103 1145.29 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 63140.81 970110 648.75 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 44237.48 961009 485.44 75.33 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 146867.61 960906 1184.86 80.11 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 53374.74 961013 554.27 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 29891.27 961009 263.05 43.80 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 69623.97 960815 601.41 72.92 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 45860.59 960719 500.01 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 34449.58 960711 326.25 50.29 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 43686.90 961020 607.63 64.79 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 43991.59 961018 456.15 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 60006.26 960907 660.50 58.57 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 90695.98 961128 731.55 79.13 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 119154.91 961023 1065.75 70.53 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 49298.74 961005 672.87 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 65300.34 960926 679.16 78.82 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 66130.84 960724 582.75 80.00 O 1 0.08490 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 80698.22 960912 725.84 80.20 O 1 0.10250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 66876.74 961212 679.63 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 42347.02 961010 388.76 85.34 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 59864.77 961129 526.10 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 79406.71 961130 743.52 90.00 O 1 0.10750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 101075.73 960703 799.29 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 126813.34 961128 1150.81 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 50809.02 961023 516.52 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 56291.14 961024 575.68 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 35382.55 961213 386.01 83.59 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 54217.31 961105 593.38 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 91708.22 961025 756.87 76.67 O 1 0.09250 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 48384.92 960912 502.77 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 62259.39 960831 547.14 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 57862.49 961201 498.31 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 59158.97 970213 590.84 80.00 O 1 0.08500 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 175217.34 970215 1605.37 77.65 O 1 0.10500 1 1 0.0050
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 81156 HAYDEN MELVIN HAYDEN LINDA
EQUITY ONE MORTGAGE COMPANY 81158 MUNGO JAMES MUNGO THELMA
EQUITY ONE MORTGAGE COMPANY 81161 STONE EUGENE STONE BARBARA
EQUITY ONE MORTGAGE COMPANY 81172 BRIGMAN KENNETH E BRIGMAN SUE P
EQUITY ONE MORTGAGE COMPANY 81205 CADY JAMES CADY ROBIN
EQUITY ONE MORTGAGE COMPANY 81211 SUMPTER CALVIN G
EQUITY ONE MORTGAGE COMPANY 81213 JACKSON ANGELINE L
EQUITY ONE MORTGAGE COMPANY 81415 DAVENPORT MARILYNN
EQUITY ONE MORTGAGE COMPANY 81416 GEDDES JOHN GEDDES MARIAN
EQUITY ONE MORTGAGE COMPANY 81459 LEWIS STEPHEN R LEWIS KATHY G
EQUITY ONE MORTGAGE COMPANY 81538 PACE ROBERT H PACE ERNESTINE
EQUITY ONE MORTGAGE COMPANY 81544 BUMGARDNER JACK P BUMGARDNER CARMELLA S
EQUITY ONE MORTGAGE COMPANY 81559 ALLEN KIMBERLY L
EQUITY ONE MORTGAGE COMPANY 81570 WEAVER DENNIS M WEAVER SHARON L
EQUITY ONE MORTGAGE COMPANY 81592 MEDLEY ADRIAN MEDLEY JENNIFER
EQUITY ONE MORTGAGE COMPANY 81828 JAMES LOIS
EQUITY ONE MORTGAGE COMPANY 81837 MEREDITH RICHARD
EQUITY ONE MORTGAGE COMPANY 81848 SOMMER KEVIN W
EQUITY ONE MORTGAGE COMPANY 81854 MCINTIRE JEFFREY L MCINTIRE MARY B
EQUITY ONE MORTGAGE COMPANY 81857 HARPER ORIS STEVEN
EQUITY ONE MORTGAGE COMPANY 81869 EPPS JOE EPPS ROBIN
EQUITY ONE MORTGAGE COMPANY 81898 COLLEY JAMES L COLLEY SHELBY J
EQUITY ONE MORTGAGE COMPANY 81902 GILBERT BETTY L
EQUITY ONE MORTGAGE COMPANY 81946 SIMPSON LIZZIE M
EQUITY ONE MORTGAGE COMPANY 81949 WALKER CHARLES WALKER LOLA
EQUITY ONE MORTGAGE COMPANY 81989 WEAVER JOHN A WEAVER BARBARA A
EQUITY ONE MORTGAGE COMPANY 82034 ROBERTS CLIFFORD MONROE
EQUITY ONE MORTGAGE COMPANY 82061 CAISSIE JAMES G CAISSIE FRANCINE J
EQUITY ONE MORTGAGE COMPANY 82071 HOLLAND BOB W HOLLAND MARY L
EQUITY ONE MORTGAGE COMPANY 82269 BOLICK KATHY
EQUITY ONE MORTGAGE COMPANY 82272 WARD DAVID
EQUITY ONE MORTGAGE COMPANY 82273 WILKINS HAROLD O WILKINS ANN M
EQUITY ONE MORTGAGE COMPANY 82278 EMERY JIMMY W EMERY LUCILLE
EQUITY ONE MORTGAGE COMPANY 82322 ATKINSON ROY
EQUITY ONE MORTGAGE COMPANY 82325 BOWMAN MICHAEL L
EQUITY ONE MORTGAGE COMPANY 82326 BROWN CLEMOUTH BROWN ANNIE
EQUITY ONE MORTGAGE COMPANY 82346 GRAHAM BARBARA
EQUITY ONE MORTGAGE COMPANY 82347 GRAHAM VIVIAN GRAHAM ROBERT
EQUITY ONE MORTGAGE COMPANY 82352 JACKSON TED M JACKSON LINDA F
EQUITY ONE MORTGAGE COMPANY 82355 LAMBETH ODELL L LAMBETH BARBARA B
EQUITY ONE MORTGAGE COMPANY 82357 LILLEY RODNEY LILLEY OLA
EQUITY ONE MORTGAGE COMPANY 82359 MAINES HAROLD E MAINES TERESA L
EQUITY ONE MORTGAGE COMPANY 82367 MIZELLE BOBBY
EQUITY ONE MORTGAGE COMPANY 82370 MURPHY EARL MURPHY THELMA
EQUITY ONE MORTGAGE COMPANY 82372 PAYTON JASPER L
EQUITY ONE MORTGAGE COMPANY 82380 SPENCER GILBERT SPENCER MARY
EQUITY ONE MORTGAGE COMPANY 82436 TURNER WILLIAM MITCHELLTURNER REGINA
EQUITY ONE MORTGAGE COMPANY 82446 ENGLISH WARREN RAY
EQUITY ONE MORTGAGE COMPANY 82472 THAGGARD PEGGY
EQUITY ONE MORTGAGE COMPANY 82475 FLOWERS DOUG FLOWERS ANITA
EQUITY ONE MORTGAGE COMPANY 82480 BROWN STAURT A BROWN RANDY
EQUITY ONE MORTGAGE COMPANY 82483 ALEXANDER TALMADGE K ALEXANDER IRIS
EQUITY ONE MORTGAGE COMPANY 82492 ALLEN MOLLIE B
EQUITY ONE MORTGAGE COMPANY 82501 CAUBLE ALFRED L CAUBLE ROBERTA ANN
EQUITY ONE MORTGAGE COMPANY 82512 COOPER DOROTHY LUCILLE
EQUITY ONE MORTGAGE COMPANY 82533 LINGERFELT RICKY DEAN
EQUITY ONE MORTGAGE COMPANY 82616 MCCOMBS WILFRED MCCOMBS PATRICIA
EQUITY ONE MORTGAGE COMPANY 82619 KELLER JENNIFER H
EQUITY ONE MORTGAGE COMPANY 82623 HAYWORTH LOIS WARD HAYWORTH CARL EVERETTE
EQUITY ONE MORTGAGE COMPANY 82629 MOSLEY GEORGE
EQUITY ONE MORTGAGE COMPANY 82633 BRASWELL WILLIAM BRASWELL ROSENA
EQUITY ONE MORTGAGE COMPANY 82657 SCOTT ERNEST R
EQUITY ONE MORTGAGE COMPANY 82660 ACCORDINO LAWRENCE ACCORDINO LIESA ANN
EQUITY ONE MORTGAGE COMPANY 82694 MCLAUGHLIN ALEXANDER MCLAUGHLIN DIANA
EQUITY ONE MORTGAGE COMPANY 82695 LEMONS MICHAEL LEMONS TERESA
EQUITY ONE MORTGAGE COMPANY 82699 GORDON DEAN R GORDON REBECCA G
EQUITY ONE MORTGAGE COMPANY 82707 BAXLEY MARGARET T.
EQUITY ONE MORTGAGE COMPANY 82709 BARNHILL DOUGLAS H BARNHILL MARY M
EQUITY ONE MORTGAGE COMPANY 82712 DAVIS CATHERINE M
EQUITY ONE MORTGAGE COMPANY 82717 LEWIS TERRY B
EQUITY ONE MORTGAGE COMPANY 82719 NEILL HARRY W NEILL BERTIE C
EQUITY ONE MORTGAGE COMPANY 82721 TRIPLETT JOHN L TRIPLETT BRENDA
EQUITY ONE MORTGAGE COMPANY 82722 TRIPLETT JOHNNY L TRIPLETT BRENDA
EQUITY ONE MORTGAGE COMPANY 82724 PRETTY HATTIE
EQUITY ONE MORTGAGE COMPANY 82725 BELL WILLIE BELL KAREN
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 409 COUNTRY CLUB DRIVE STONEYVILLE NC 27048 110821 104400.00
EQUITY ONE MORTGAGE COMPANY 1114 NANCY DRIVE CHARLOTTE NC 28211 111206 64800.00
EQUITY ONE MORTGAGE COMPANY 2122 N BERKELEY BLVD GOLDSBORO NC 27500 61127 67500.09
EQUITY ONE MORTGAGE COMPANY 2900 CAMELIA STREET KINSTON NC 28501 270123 76000.00
EQUITY ONE MORTGAGE COMPANY 474 WOLF BRANCH ROAD MARSHALL NC 28753 261209 82000.00
EQUITY ONE MORTGAGE COMPANY 804 RUNYON DRIVE HIGH POINT NC 27260 111202 57600.00
EQUITY ONE MORTGAGE COMPANY 111 SPINDRIFT TRAIL ELIZABETH CITYNC 27909 261122 63600.00
EQUITY ONE MORTGAGE COMPANY 516 DAVENPORT FARM RD WINTERVILLE NC 28590 120102 85000.00
EQUITY ONE MORTGAGE COMPANY 1110 BRIARCLIFF ROAD GREENSBORO NC 27408 261226 119600.00
EQUITY ONE MORTGAGE COMPANY 208 DUNDEE CIRCLE HENDERSONVILE NC 28792 270201 84000.00
EQUITY ONE MORTGAGE COMPANY 1027 W MAIN STREET FOREST CITY NC 28043 120212 124800.00
EQUITY ONE MORTGAGE COMPANY 3757 CROSSLAND ROAD WINSTON SALEM NC 27106 70214 53000.00
EQUITY ONE MORTGAGE COMPANY RT1 BOX 879 ROLLING BRANCH BURNSVILLE NC 28714 270218 38400.00
EQUITY ONE MORTGAGE COMPANY 67 PEGG ROAD WEAVERVILLE NC 28787 270218 88000.00
EQUITY ONE MORTGAGE COMPANY 1809 VANCE STREET REIDSVILLE NC 27320 120221 29600.00
EQUITY ONE MORTGAGE COMPANY 1907 WILSON STREET NEW BERN NC 28560 120226 37600.00
EQUITY ONE MORTGAGE COMPANY 507 EASTWOOD DRIVE LEXINGTON NC 27295 120226 46000.00
EQUITY ONE MORTGAGE COMPANY 1015 C-20 S LAKE PARK BLVD CAROLINA BEACHNC 28428 270225 74700.00
EQUITY ONE MORTGAGE COMPANY 655 OCEAN HWY HOLLY BRIDGE NC 28445 270303 86000.00
EQUITY ONE MORTGAGE COMPANY 207 CRESENT DRIVE ASHEBORO NC 27203 120303 42365.32
EQUITY ONE MORTGAGE COMPANY 218 MELODY LANE WINSTON SALEM NC 27105 120303 53600.00
EQUITY ONE MORTGAGE COMPANY ROUTE 2 BOX 189 CAMERON NC 28326 111112 137416.52
EQUITY ONE MORTGAGE COMPANY PO BOX 815 APEX NC 27502 110828 66307.00
EQUITY ONE MORTGAGE COMPANY 3524 DONNA ROAD RALEIGH NC 27604 120101 81581.35
EQUITY ONE MORTGAGE COMPANY 2502 DALLAS STREET DURHAM NC 27703 110918 74287.32
EQUITY ONE MORTGAGE COMPANY 1820 LANSDALE DRIVE CHARLOTTE NC 28205 120307 62400.00
EQUITY ONE MORTGAGE COMPANY 124 GREENTOWN ROAD MT AIRY NC 27030 170311 49500.00
EQUITY ONE MORTGAGE COMPANY 1227 OLD FORT ROAD FAIRVIEW NC 28732 270314 210000.00
EQUITY ONE MORTGAGE COMPANY 812 EDGEWOOD DRIVE JACKSONVILLE NC 28540 120314 60000.00
EQUITY ONE MORTGAGE COMPANY 290 BOLICK FARM ROAD HICKORY NC 28601 120320 35000.00
EQUITY ONE MORTGAGE COMPANY 570 SIMERSON ROAD LEXINGTON NC 27295 270317 47600.00
EQUITY ONE MORTGAGE COMPANY 571 C LEE RD CLAYTON NC 27520 170203 60000.00
EQUITY ONE MORTGAGE COMPANY 1844 DEEP BRANCH ROAD LUMBERTON NC 28358 270102 54400.00
EQUITY ONE MORTGAGE COMPANY 107 SHACKELFORD ST FARMVILLE NC 27828 110716 46291.80
EQUITY ONE MORTGAGE COMPANY PO BOX 10181 SOUTHPORT NC 28461 160928 78750.00
EQUITY ONE MORTGAGE COMPANY PO BOX 452 WHITEVILLE NC 28472 110826 74316.58
EQUITY ONE MORTGAGE COMPANY 103 KING STREET TABOR CITY NC 28463 70110 39184.12
EQUITY ONE MORTGAGE COMPANY 2125 N VILLAGE DR GREENVILLE NC 27834 60513 32451.23
EQUITY ONE MORTGAGE COMPANY 5890 NORMAN DRIVE RURAL HALL NC 27045 120117 45000.00
EQUITY ONE MORTGAGE COMPANY 456 GREGORY CT ASHEBORO NC 27203 111220 88175.73
EQUITY ONE MORTGAGE COMPANY 18 CHERRY LN CHOCOWINITY NC 27817 110522 35999.52
EQUITY ONE MORTGAGE COMPANY 120 N SIXTH AVE SILER CITY NC 27344 111202 41602.93
EQUITY ONE MORTGAGE COMPANY 221 PORTERS NECK RD WILMINGTON NC 28401 170127 74684.58
EQUITY ONE MORTGAGE COMPANY 202 FRANKLIN DRIVE AYDEN NC 28500 60712 35192.88
EQUITY ONE MORTGAGE COMPANY 701 WYATT STREET GREENVILLE NC 27858 111016 39489.19
EQUITY ONE MORTGAGE COMPANY 3621 COUNTRY COVE LANE RALEIGH NC 27606 270204 120000.00
EQUITY ONE MORTGAGE COMPANY 1674 PRISON CAMP ROAD NEWTON NC 28658 70326 107500.00
EQUITY ONE MORTGAGE COMPANY 2237 WASHINGTON STREET WILMINGTON NC 28401 170326 56950.00
EQUITY ONE MORTGAGE COMPANY 441 COUNTRY CLUB DRIVE LUMBERTON NC 28358 70210 48000.00
EQUITY ONE MORTGAGE COMPANY 1221 SE 2ND STREET HICKORY NC 28602 120330 55600.00
EQUITY ONE MORTGAGE COMPANY 508 FIELDSTONE PLACE JACKSONVILLE NC 28546 120330 75000.00
EQUITY ONE MORTGAGE COMPANY 3814 CRICKETT LANE WINSTON SALEM NC 27104 120328 79655.98
EQUITY ONE MORTGAGE COMPANY 545 PARK BLVD WINSTON SALEM NC 27127 120401 31000.00
EQUITY ONE MORTGAGE COMPANY 49 WILLOW CREEK ROAD ASHEVILLE NC 28803 120401 37094.20
EQUITY ONE MORTGAGE COMPANY 1212 BROOKHAVEN DRIVE LINCOLNTON NC 28092 170402 60000.00
EQUITY ONE MORTGAGE COMPANY 3120 HOLLY ROAD CONNELLY SP NC 28612 270401 55200.00
EQUITY ONE MORTGAGE COMPANY 2336 EDNA STREET CATAWBA NC 28609 120429 52118.32
EQUITY ONE MORTGAGE COMPANY 2380 24TH ST DR NE HICKORY NC 28601 120423 42000.00
EQUITY ONE MORTGAGE COMPANY 82 LAKEMONT PARK ROAD HICKORY NC 28601 170409 70000.00
EQUITY ONE MORTGAGE COMPANY 53 WASHINGTON RAOD ASHEVILLE NC 28801 270411 47000.00
EQUITY ONE MORTGAGE COMPANY RT2 BOX 634 HOPE MILLS NC 28348 120408 29200.00
EQUITY ONE MORTGAGE COMPANY 2127 MACHINE STREET WINSTON SALEM NC 27105 270414 40000.00
EQUITY ONE MORTGAGE COMPANY 408 PARK AVE CLINTON NC 28328 270414 47200.00
EQUITY ONE MORTGAGE COMPANY 485 GREEN LAKE ROAD ROCKINGHAM NC 28379 120415 48000.00
EQUITY ONE MORTGAGE COMPANY 1924 PINE STREET NEWTON NC 28658 170415 114000.00
EQUITY ONE MORTGAGE COMPANY RT 3 BOX 62 PINNACLE NC 27043 120416 72516.73
EQUITY ONE MORTGAGE COMPANY 212 RIVERTON ROAD WAGRAM NC 28396 270425 20000.00
EQUITY ONE MORTGAGE COMPANY 1014 MARTINDALE DRIVE FAYETTEVILLE NC 28304 111122 30719.00
EQUITY ONE MORTGAGE COMPANY 1409 WOOSTER STREET WILMINGTON NC 28401 161101 55145.00
EQUITY ONE MORTGAGE COMPANY 107 E JAMES STREET MT OLIVE NC 28408 111011 61600.00
EQUITY ONE MORTGAGE COMPANY 1900 PORTERVILLE RD CLARKTON NC 28433 111125 51854.00
EQUITY ONE MORTGAGE COMPANY 264 N HOOTS STREET RONDA NC 28670 120224 43483.00
EQUITY ONE MORTGAGE COMPANY 264 N HOOTS ROAD RONDA NC 28670 120224 28131.00
EQUITY ONE MORTGAGE COMPANY 10229 DEBNAM DRIVE ZEBULON NC 27597 110813 52000.00
EQUITY ONE MORTGAGE COMPANY RT 2 BOX 114 AAA BATTLEBORO NC 27809 261021 58400.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 101963.92 960921 1027.45 80.00 O 1 0.08490 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 64106.70 970106 656.85 77.14 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 65396.47 961227 864.22 75.00 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 75833.34 970223 610.97 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 81775.23 970109 674.59 54.67 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 56399.17 970102 592.81 76.80 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 63456.49 961222 557.66 84.80 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 84003.57 970202 939.58 67.19 O 1 0.10500 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 119267.77 970126 961.46 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 83804.56 970301 660.83 77.06 O 1 0.08750 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 123757.78 970312 1228.96 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 51687.52 970314 657.12 63.86 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 38365.82 970318 336.70 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 87862.09 970318 723.95 78.92 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 29361.45 970321 300.04 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 37299.40 970326 381.14 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 45761.40 970326 473.43 73.02 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 74614.88 970325 697.31 89.46 O 4 0.10750 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 85857.71 970403 691.36 63.28 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 42074.33 970403 455.00 79.93 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 53321.97 970403 551.65 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 135339.09 961212 1519.00 80.93 O 1 0.10500 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 65155.16 960928 708.49 81.86 O 1 0.09900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 80503.62 970201 851.89 83.25 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 72992.83 961018 798.15 85.39 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 61878.89 970407 614.48 78.20 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 49384.95 970411 510.60 90.00 O 1 0.10990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 209781.42 970414 1727.62 71.79 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 59667.15 970414 590.84 71.51 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 34718.12 970420 352.91 70.00 O 1 0.08900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 47576.27 970417 417.37 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 59719.80 970303 530.22 75.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 54302.31 970202 477.00 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 45437.58 960816 462.66 85.73 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 78221.11 960928 786.22 75.00 O 1 0.10500 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 72513.70 960926 798.15 90.08 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 38386.00 970210 550.91 71.24 O 1 0.11500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 30572.36 960613 446.83 79.15 O 1 0.10990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 44406.80 970217 456.14 64.29 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 87221.42 970120 947.00 80.16 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 35234.61 960622 406.91 78.26 O 1 0.10900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 41427.48 970102 486.00 72.99 O 1 0.11500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 74473.93 970227 696.16 87.35 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 33214.70 960812 484.78 78.21 O 1 0.11000 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 39019.69 961116 461.30 79.78 O 1 0.11500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 119720.80 970304 944.03 77.77 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 104991.63 970426 1318.52 79.93 O 1 0.08250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 56799.19 970426 549.20 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 47290.75 970310 634.06 67.13 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 55282.07 970430 563.60 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 74601.77 970430 760.25 78.95 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 79469.72 970428 872.63 83.85 O 1 0.10340 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 30835.39 970501 314.24 28.31 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 36998.36 970501 381.77 57.96 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 59841.10 970502 578.62 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 55179.13 970501 514.45 80.00 O 1 0.10730 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 51834.82 970529 525.52 85.44 O 1 0.08900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 41898.67 970523 451.33 70.00 O 1 0.10000 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 69893.86 970509 625.31 67.31 O 1 0.08900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 46948.37 970511 377.83 58.75 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 29044.96 970508 295.99 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 39960.50 970514 336.34 62.02 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 47179.07 970514 413.87 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 47873.04 970515 486.56 73.85 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 113717.47 970515 1138.15 80.00 O 1 0.10500 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 72131.67 970516 735.08 85.31 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 19989.05 970525 160.78 45.45 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 30384.16 961222 339.57 44.58 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 54659.91 961201 495.80 84.84 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 60071.27 961111 624.42 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 51271.43 961225 573.20 85.01 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 43088.27 970324 467.01 59.98 O 1 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 27879.46 970324 306.62 70.33 O 1 0.10250 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 51292.33 960913 542.99 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 58264.99 961121 555.71 80.00 O 1 0.10990 2 1 0.0050
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 82726 BRADLEY VENUS J BRADLEY IRVIN B
EQUITY ONE MORTGAGE COMPANY 82727 CANTY PRESTON CANTY VERONICA A
EQUITY ONE MORTGAGE COMPANY 82728 SMITH BETTY
EQUITY ONE MORTGAGE COMPANY 82729 SMITH BRENDA J
EQUITY ONE MORTGAGE COMPANY 82730 SUTTON CHARLES D
EQUITY ONE MORTGAGE COMPANY 82731 THOMPSON TIMMIE THOMPSON SANDRA
EQUITY ONE MORTGAGE COMPANY 82732 TRUZY LARRY D TRUZY BARBARA
EQUITY ONE MORTGAGE COMPANY 82733 VINES WILLIAM M VINES MELINDA D
EQUITY ONE MORTGAGE COMPANY 82734 WILKES CHARLES C WILKES CATHY D
EQUITY ONE MORTGAGE COMPANY 82735 WYNNE JAMES E WYNNE AMBER P
EQUITY ONE MORTGAGE COMPANY 82736 PEARSON JOHN S PEARSON MARGARET
EQUITY ONE MORTGAGE COMPANY 82738 BOLLA JOAN
EQUITY ONE MORTGAGE COMPANY 82745 LOCKLEAR VIRGINIA
EQUITY ONE MORTGAGE COMPANY 82746 JOHNSON JAMES C JOHNSON SWANNIE M
EQUITY ONE MORTGAGE COMPANY 82747 EVERETTE JOSEPH EVERETTE JANICE
EQUITY ONE MORTGAGE COMPANY 82748 FENNER GERTRUDE
EQUITY ONE MORTGAGE COMPANY 82749 BARNES ROBERT L BARNES ELLEN C
EQUITY ONE MORTGAGE COMPANY 82760 HADDOCK DONALD
EQUITY ONE MORTGAGE COMPANY 82764 NEWELL DAVID J NEWELL REGINA PEGGY
EQUITY ONE MORTGAGE COMPANY 82801 BAKER WILLIAM H BAKER BETTY
EQUITY ONE MORTGAGE COMPANY 82817 MCKINNEY KAREN J.
EQUITY ONE MORTGAGE COMPANY 83054 GENTRY JOSEPH C GENTRY SALLY
EQUITY ONE MORTGAGE COMPANY 83055 HAMMOND CARRIE R
EQUITY ONE MORTGAGE COMPANY 83057 MORRIS RAYMOND MORRIS BETTY
EQUITY ONE MORTGAGE COMPANY 83058 PATTERSON MELODY K KERSEY LOLA Y
EQUITY ONE MORTGAGE COMPANY 83059 ROLISON CHRISTOPHER B ROLISON SHANNON B
EQUITY ONE MORTGAGE COMPANY 83060 SHACKLEFORD JOHN D SHACKLEFORD VICKIE P
EQUITY ONE MORTGAGE COMPANY 83070 HARDEE LEE ROY HARDEE MARGARET W
EQUITY ONE MORTGAGE COMPANY 83107 ANDERSON CARROLL J ANDERSON RUBY N
EQUITY ONE MORTGAGE COMPANY 83129 HIERONYMUS CORDY
EQUITY ONE MORTGAGE COMPANY 83159 WILLIAMS PERRY N WILLIAMS TERESA I
EQUITY ONE MORTGAGE COMPANY 83500 ELIXSON JIMMY A ELIXSON HILDA M
EQUITY ONE MORTGAGE COMPANY 83501 MILLER HUSTON V
EQUITY ONE MORTGAGE COMPANY 83544 WHITE MARGARET
EQUITY ONE MORTGAGE COMPANY 83671 DECKER WILLIAM C DECKER DEBBIE T
EQUITY ONE MORTGAGE COMPANY 83672 BURTON EDGAR L BURTON MARGARET
EQUITY ONE MORTGAGE COMPANY 83674 RINCK LAWRENCE RINCK KAY
EQUITY ONE MORTGAGE COMPANY 83676 WILLIAMS LYNDA W
EQUITY ONE MORTGAGE COMPANY 83677 RODGERS WILLIAM A RODGERS MARY
EQUITY ONE MORTGAGE COMPANY 83679 CRAIG CLYDE R CRAIG LORI
EQUITY ONE MORTGAGE COMPANY 83681 MCPHERSON JAMES
EQUITY ONE MORTGAGE COMPANY 83702 RINCK JERRY S RINCK WENDY
EQUITY ONE MORTGAGE, INC. 77492 ANDREWS STEPHEN M ANDREWS HEIDI E
EQUITY ONE MORTGAGE, INC. 77809 WOLOVNICK JULIANE WOLOVNICK JARED J
EQUITY ONE MORTGAGE, INC. 77869 BRENNAN JAMES PATRICK BRENNAN MARGARET RUTH
EQUITY ONE MORTGAGE, INC. 77927 OVERSTREET PAUL
EQUITY ONE MORTGAGE, INC. 78354 DIABY JENNI J
EQUITY ONE MORTGAGE, INC. 78390 VIGGOSON ORN VIGGOSON BERGLIND
EQUITY ONE MORTGAGE, INC. 78854 JOY JOSEPHINE JOY JAMES
EQUITY ONE MORTGAGE, INC. 78878 ROBLES FRANCISCO ROBLES INOCENTE
EQUITY ONE MORTGAGE, INC. 79009 SWANSON RICHARD M SWANSON VIVIAN L
EQUITY ONE MORTGAGE, INC. 79338 HALL SERTIMA HALL TREVOR
EQUITY ONE MORTGAGE, INC. 79546 LAMPMAN ROBERT J LAMPMAN BARBARA A
EQUITY ONE MORTGAGE, INC. 79565 CAMPBELL HAZEL J CAMPBELL JENNIFER
EQUITY ONE MORTGAGE, INC. 80183 LEVY ALBERT LEVY MARILYN
EQUITY ONE MORTGAGE, INC. 80265 SIQUENZA GEORGE SIQUENZA CARLOS W
EQUITY ONE MORTGAGE, INC. 80530 SIMONETTI MARC C SIMONETTI DORIS M
EQUITY ONE MORTGAGE, INC. 80565 ADAMCZYK THOMAS ADAMCZYK DEBORAH
EQUITY ONE MORTGAGE, INC. 80969 JOKHAN BENNY
EQUITY ONE MORTGAGE, INC. 82675 BARROW JUNE
EQUITY ONE MORTGAGE, INC. 83483 GREGA CHRIS GREGA LILLIAN
EQUITY ONE MORTGAGE, INC. 83545 VERSALLIE ROBERT M VERSALLIE JOAN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 79181 NOCITO MIGUEL A NOCITO SUSANA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 79992 RUSS JAKITA L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80134 RYAN SANDRA S
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80274 TINTENFASS CHESTER S TINTENFASS MARLYN J
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80360 COUNSELLOR SHARON L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80626 MILLER KENNETH E MILLER TERRI A
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80660 BLAIR ROBERT A BLAIR LINDA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80676 MILLER STEPHEN MILLER JOELLEN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80698 BELLUCCI ANTONE A
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 505 STRICKLAND DR TARBORO NC 27886 110823 64000.00
EQUITY ONE MORTGAGE COMPANY 1509 BURNSIDE DRIVE WILSON NC 27896 260517 96000.00
EQUITY ONE MORTGAGE COMPANY 38 BARNES STREET GREENVILLE NC 27858 260925 47600.00
EQUITY ONE MORTGAGE COMPANY 2213 CURTIS STREET DURHAM NC 27707 261127 90514.00
EQUITY ONE MORTGAGE COMPANY 5236 KNOLLWOOD DRIVE RALEIGH NC 27609 170116 147000.00
EQUITY ONE MORTGAGE COMPANY 4967 HWY 24 E BEULAVILLE NC 28518 260501 75000.00
EQUITY ONE MORTGAGE COMPANY 221 STANLEY CHURCH RD DUDLEY NC 28333 111224 44000.00
EQUITY ONE MORTGAGE COMPANY RT 1 BOX 157 CC PINETOPS NC 27864 120108 80000.00
EQUITY ONE MORTGAGE COMPANY 1636 FEED MILL ROAD ROSEBORO NC 28382 260618 47200.00
EQUITY ONE MORTGAGE COMPANY 1957 IVY ROAD GREENVILLE NC 27858 260709 128000.00
EQUITY ONE MORTGAGE COMPANY 709 TRAPPERS RUN CARY NC 27513 260429 131900.00
EQUITY ONE MORTGAGE COMPANY 8432 STANFIELD RD COLDEN NY 14033 261007 48000.00
EQUITY ONE MORTGAGE COMPANY RT 3 BOX 162 MAXTON NC 28364 110917 40200.00
EQUITY ONE MORTGAGE COMPANY PO BOX 451 GARLAND NC 28441 260828 43200.00
EQUITY ONE MORTGAGE COMPANY 6104 SAPONY TRAIL ELM CITY NC 27822 170207 104000.00
EQUITY ONE MORTGAGE COMPANY 235 BOONE RD HAVELOCK NC 28532 110617 34500.00
EQUITY ONE MORTGAGE COMPANY 145 W GOLDBAR AVE GOLDSTON NC 27252 260820 50000.00
EQUITY ONE MORTGAGE COMPANY 2761 LEWIS HADDOCK ROAD GRIFTON NC 28530 170408 34400.00
EQUITY ONE MORTGAGE COMPANY 536 S 8TH STREET MAIDEN NC 28650 120418 77621.93
EQUITY ONE MORTGAGE COMPANY 1406 ACCESS ROAD CAROLINA BEACHNC 28428 170421 72500.00
EQUITY ONE MORTGAGE COMPANY 318 MCQUILLAN DRIVE WILMINGTON NC 28412 270422 95500.00
EQUITY ONE MORTGAGE COMPANY 706 CORJON STREET KERNERSVILLE NC 27284 160701 83200.00
EQUITY ONE MORTGAGE COMPANY 24 WOODLAND ROAD WHITEVILLE NC 28472 260514 105000.00
EQUITY ONE MORTGAGE COMPANY 11774 RANGE ROAD ROUGEMONT NC 27572 111021 84400.00
EQUITY ONE MORTGAGE COMPANY 1416 KILDAIRE FARM RD CARY NC 27511 261002 156000.00
EQUITY ONE MORTGAGE COMPANY 3638 DURWOOD LANE RALEIGH NC 27604 261125 117000.00
EQUITY ONE MORTGAGE COMPANY RT 2 BOX 127 E LA GRANGE NC 28551 160726 40000.00
EQUITY ONE MORTGAGE COMPANY RT 4 BOX 186 GREENVILLE NC 27837 120423 115000.00
EQUITY ONE MORTGAGE COMPANY 94 S BEAR CREEK ROAD ASHEVILLE NC 28806 270429 74500.00
EQUITY ONE MORTGAGE COMPANY 406 RAEFORD ROAD HAMPSTEAD NC 28443 270429 111920.00
EQUITY ONE MORTGAGE COMPANY 168 COUNTRY LANE MILLERS CREEK NC 28708 120318 65867.00
EQUITY ONE MORTGAGE COMPANY PO BOX 264 CASTLE HAYNE NC 28400 110628 50000.00
EQUITY ONE MORTGAGE COMPANY 3415 BYRDVILLE FREEMAN RD DELCO NC 28408 120123 56000.00
EQUITY ONE MORTGAGE COMPANY 255 BROWER ROAD SILER CITY NC 27344 120513 64100.00
EQUITY ONE MORTGAGE COMPANY 3515 CUMBERLAND ROAD FAYETTEVILLE NC 28306 120430 31500.00
EQUITY ONE MORTGAGE COMPANY 1005 ROUGEMONT RD BAHAMA NC 27503 110705 36825.00
EQUITY ONE MORTGAGE COMPANY 809 UNION STREET MAIDEN NC 28650 120421 49600.00
EQUITY ONE MORTGAGE COMPANY 76 SMALL DRIVE ELIZABETH CITYNC 27909 270512 111999.73
EQUITY ONE MORTGAGE COMPANY 4765 CHERRY RUN RD WASHINGTON NC 27889 120331 46300.00
EQUITY ONE MORTGAGE COMPANY 2939 NORTH OXFORD STREET CLAREMONT NC 28610 120429 62000.00
EQUITY ONE MORTGAGE COMPANY 2780 PLEASANT GROVE BURLINGTON NC 27217 270512 95200.00
EQUITY ONE MORTGAGE COMPANY 5581 VIEW COURT PARK HICKORY NC 28602 170501 58567.00
10769166.95
EQUITY ONE MORTGAGE, INC. 208 MORGAN ROAD SYRACUSE NY 13219 260514 65000.00
EQUITY ONE MORTGAGE, INC. 3989 CARREL BLVD OCEANSIDE NY 11572 260605 301600.00
EQUITY ONE MORTGAGE, INC. 2626 PARK AVE BALDWIN NY 11510 110610 75000.00
EQUITY ONE MORTGAGE, INC. 116-16 203 STREET ST ALBANS NY 11412 160617 100000.00
EQUITY ONE MORTGAGE, INC. 110-19 159TH STREET JAMAICA NY 11433 160726 98000.00
EQUITY ONE MORTGAGE, INC. 314 SHELDON AVE STATEN ISLAND NY 10312 110806 193000.00
EQUITY ONE MORTGAGE, INC. 75 GEM LANE MASSAPEQUA NY 11758 260813 144000.00
EQUITY ONE MORTGAGE, INC. 140 ASHFORD AVENUE DOBBS FERRY NY 10522 260813 176000.00
EQUITY ONE MORTGAGE, INC. 4 PETER ROAD RONKONOMO NY 11779 160821 106400.00
EQUITY ONE MORTGAGE, INC. 446 BEACH 69TH STREET FAR ROCKAWAY NY 11691 261004 94500.00
EQUITY ONE MORTGAGE, INC. 95-11 80TH STREET OZONE PARK NY 11416 261002 95000.00
EQUITY ONE MORTGAGE, INC. 116-16 227TH STREET JAMAICA NY 11411 161002 75000.00
EQUITY ONE MORTGAGE, INC. 504 MOUNTAIN LAUREL DRIVE MONROE NY 10950 161118 73875.00
EQUITY ONE MORTGAGE, INC. 149-159 45TH AVE FLUSHING NY 11355 261204 208000.00
EQUITY ONE MORTGAGE, INC. 730 W BROADWAY #4E LONG BEACH NY 11561 161216 50000.00
EQUITY ONE MORTGAGE, INC. 27 CIRCLE DALE DRIVE HOLBROOK NY 11741 161218 144000.00
EQUITY ONE MORTGAGE, INC. 686 STATION ROAD BELLPORT NY 11713 270124 62250.00
EQUITY ONE MORTGAGE, INC. 267 SKILLMAN STREET BROOKLYN NY 11205 170416 100000.00
EQUITY ONE MORTGAGE, INC. 205 OLD POST DRIVE HAUPPAUGE NY 11788 270505 170000.00
EQUITY ONE MORTGAGE, INC. 50 FULTON AVE ALTANTIC NY 11509 270519 207000.00
2538625.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 5583 CYNWYD CIRCLE LAKE WORTH FL 33463 260904 63000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1141 28TH STREET N ST PETERSBURG FL 33713 161101 56250.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 623 SHADY LNAE LAKELAND FL 33803 111115 50000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3600 YACHT CLUB DR #1001 AVENTURA FL 33180 261205 171200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 9010 SOUTH WEST TERRACE RD DUNNELLON FL 32630 261217 85000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 53224 CR15 NORTH ELKHART IN 46514 261211 55000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1687 E CR200 N WARSAW IN 46580 260816 62400.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 821 W JEFFERSON BLVD MISHAWAKAN IN 46545 260712 55200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 17214 FRONT BEACH RD PANAMA CITY FL 32413 261217 58000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE COMPANY 62117.07 960923 648.74 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 95253.68 960617 824.79 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 47272.48 961025 417.37 78.03 O 3 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 90433.40 961227 793.66 84.20 O 1 0.09990 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 146120.69 970216 1492.38 70.00 O 64 0.10750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 73006.12 960601 657.62 75.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 43742.03 970124 493.21 69.84 O 1 0.10750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 78807.91 970208 799.55 76.19 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 46960.02 960718 362.93 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 127090.20 960809 1122.35 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 131705.60 960529 1206.54 79.99 O 1 0.10500 1 3 0.0050
EQUITY ONE MORTGAGE COMPANY 47715.12 961107 369.08 78.69 O 1 0.08500 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 39421.88 961017 431.74 24.36 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 42983.41 960928 387.11 75.79 O 1 0.10250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 103856.14 970307 1002.93 80.00 O 1 0.09990 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 33343.22 960717 349.71 49.29 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 49756.47 960920 438.42 80.65 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 34351.68 970508 320.65 61.43 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 77434.48 970518 833.65 85.77 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 72391.31 970521 651.84 76.32 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 95453.02 970522 803.02 76.10 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 82403.80 960801 735.24 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 103044.60 960614 902.11 80.77 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 82899.13 961121 851.02 80.00 O 1 0.08900 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 155280.58 961102 1311.72 80.00 O 1 0.09500 1 3 0.0050
EQUITY ONE MORTGAGE COMPANY 116906.62 961225 1070.24 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 39409.72 960829 385.74 71.43 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 114695.82 970523 1165.72 77.18 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 74459.22 970529 598.91 74.50 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 111864.83 970529 940.27 79.94 O 1 0.09490 1 1 0.0050
EQUITY ONE MORTGAGE COMPANY 65244.29 970418 707.41 81.82 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 48899.00 960728 514.60 80.65 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 55404.78 970223 593.24 80.00 O 1 0.09750 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 64100.00 970613 649.76 73.68 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 31500.00 970530 338.30 73.26 O 1 0.09990 2 3 0.0050
EQUITY ONE MORTGAGE COMPANY 35769.10 960805 384.53 51.15 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 49336.63 970521 502.78 70.86 O 5 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 111999.73 970612 982.05 44.80 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 46066.69 970430 511.80 84.95 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 62000.00 970529 665.88 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 95200.00 970612 870.83 85.00 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE COMPANY 58297.41 970601 508.26 81.34 O 4 0.08500 2 1 0.0050
10672629.02
EQUITY ONE MORTGAGE, INC. 63628.54 960614 499.79 78.31 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 300059.29 960705 2533.82 80.00 O 1 0.09490 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 72637.18 960710 738.55 41.67 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 98182.06 960717 867.82 71.43 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 96596.46 960826 866.04 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 186511.76 960906 1986.34 55.14 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 143268.98 960913 1157.62 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 175273.89 960913 1543.23 76.86 O 1 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE, INC. 104800.08 960921 940.27 80.00 O 1 0.08750 2 3 0.0050
EQUITY ONE MORTGAGE, INC. 94244.30 961104 882.14 70.00 N 1 0.10750 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 94635.15 961102 816.20 50.40 O 5 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 74170.71 961102 662.78 52.08 O 5 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 73154.23 961218 700.72 75.00 O 1 0.09750 2 3 0.0050
EQUITY ONE MORTGAGE, INC. 207452.48 970104 1711.16 80.00 O 5 0.09250 1 3 0.0050
EQUITY ONE MORTGAGE, INC. 49715.31 970116 524.63 20.00 O 4 0.11250 2 3 0.0050
EQUITY ONE MORTGAGE, INC. 142904.30 970118 1294.68 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 62138.22 970224 545.83 75.00 O 1 0.09990 1 1 0.0050
EQUITY ONE MORTGAGE, INC. 99699.05 970516 899.08 80.00 O 5 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC. 169911.87 970605 1398.55 58.02 O 1 0.09250 1 1 0.0050
EQUITY ONE MORTGAGE, INC. 207000.00 970619 1664.08 79.62 O 1 0.08990 2 1 0.0050
2515983.86
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 62769.98 961004 552.40 75.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 55734.49 961201 505.73 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49174.26 961215 499.72 76.92 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 170772.24 970105 1439.54 80.00 O 1 0.09500 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 84808.80 970117 745.94 66.41 O 1 0.10000 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 54772.20 970111 452.47 47.83 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 62187.46 960916 547.15 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 54847.32 960812 434.26 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 57918.16 970117 498.31 78.38 O 4 0.09750 1 1 0.0050
</TABLE>
Page 3
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80716 BOND JAMES
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80721 DAVIS ELLEN L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80725 LEVITT THOMAS M LEVITT DIANE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80736 SMALLS CARL
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80772 BUTLER DENNIS W BUTLER TAMMY L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80810 SMALL JUDY M
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80983 COTY MARY T
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80987 MORRISON ROBERT R MORRISON LOUISE G
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80992 HOWELL PETER M HOWELL TINA J
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81040 HALL DOMINIQUE R HALL ANNETTE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81073 WILLIAMS LARAY D WILLIAMS DEBORAH
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81100 KOEHLER MARILYN C
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81170 ROBERTS DORIS L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81179 ALLEN LAURETTA BOYD ELLEN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81279 ROBERTS RONALD LEE ROBERTS LINDA JEANNE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81444 DUNCAN JULIAN A
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81485 CHIAPPONE MICHAEL CHIAPPONE KATHLEEN B
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81529 DEDAJ NIKA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81563 SAMS JENNIFER M
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81574 CONNER DARL D CONNER NORMA L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81750 MORAN MICHAEL J MORAN DIANE K
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81787 WILLIAMS LOIS C
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81870 WATSON WILLIAM R
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81890 MASON PAULA M
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81897 CHAPNICK MICHAEL A CHAPNICK SUSAN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81900 MCCLOUD MARY L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 81950 WHEELER RICHARD F WHEELER JOHRENE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82030 NOEL BONNIE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82038 ROWE LOUIS F
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82043 MILLER SUSAN K
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82045 LEBLANC STEVEN LEBLANC CYNTHIA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82046 NOA JUANITA SULLIVAN STEVEN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82049 BARFIELD LAWRENCE D
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82050 SNEDEKER LINDA D
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82064 EVANS SANDRA I EVANS SCOTT
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82065 LASSITER HERMAN L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82067 PERRY DONALD PERRY DOROTHY
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82068 WAGNER PHILIP WAGNER TAMITHY L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82069 BIAGIOTTI PATRICIA E
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82070 CLIFT GEORGE P CLIFT KATHLEEN D
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82072 MUDD JAMES L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82073 SIMMONS JOHN W SIMMONS MARY ANN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82074 VANHORN ALBERT J VANHORN VALERIE L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82253 HARMAN LAWRENCE A HARMAN JILL A
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82254 BARTLETT DAVID M
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82260 CRUISE DAVID M CRUISE BEVERLY L
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82270 LEEMING DAVID E
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82271 ARNETT CHRIS W ARNETT LAENISE P
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82305 BEHME JACK R BEHME NANCY K
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82313 MURPHY ALVIN MURPHY DORIS J
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82319 DONA WILLIAM E DONA EVA W
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82328 BRUMFIELD DENSIL E BRUMFIELD NICOLE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82330 BUGNA ROBERT A BUGNA KIMBERLY
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82333 CARTER ROBERT G CARTER JANE
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82334 CHAMBERS BILLY E CHAMBERS DARLENE K
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82356 LAWSON THOMAS J
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82363 MCGUIGAN ROBERT J MCGUIGAN RACHEL G
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82368 MOORE PHILLIP G
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82382 SZLANFUCHT CARL J SZLANFUCHT SANDRA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82383 TINKHAM GEORGE E TINKHAM DELORES ANN
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82403 MATHER ANTHONY
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82676 PENN CLIFFORD PENN LINDA
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82677 QUILLIN GRANVILLE W QUILLIN MARY
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82680 WILSON L GRAY WILSON LYNNE H
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 82816 REVELS SIDNEY F REVELS HALLIE JEAN
EQUITY ONE OF WEST VIRGINIA Inc. 80100 DAUGHERTY WAYNE D DAUGHERTY JANET M
EQUITY ONE OF WEST VIRGINIA Inc. 81210 STOTLER J WAYNE STOTLER JUDITH L
EQUITY ONE OF WEST VIRGINIA Inc. 81212 UNGER FRANK C UNGER METHA ANN
EQUITY ONE OF WEST VIRGINIA Inc. 81498 CRAWFORD DONALD L CRAWFORD IDA
EQUITY ONE OF WEST VIRGINIA Inc. 81499 WIMMER JERRY W
EQUITY ONE OF WEST VIRGINIA Inc. 81582 CAREY MARY E
EQUITY ONE OF WEST VIRGINIA Inc. 82673 DODSON LYNN DODSON TAMMY
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 11215 RIDGE ROAD SEMINOLE FL 33648 110925 68000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1414 MEADOWBROOK AVE TAMPA FL 33612 261001 61200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 415 40TH AVENUE ST PETERSBURG FL 33703 110923 49600.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1035 MALLETWOOD DRIVE BRANDON FL 33510 160813 72000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 36710 TRACY ROAD DADE CITY FL 33523 120101 41000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3503 E WESTCOVE STREET DUNNELLON FL 34434 161224 106000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1304 W 13TH STREET #1 WILMINGTON DE 19806 270201 47000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 4300 NE 90TH STREET ANTHONY FL 32617 270101 85600.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1165 HOLMESDALE ROAD JACKSONVILLE FL 32207 261231 112000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 929 VAN DRIVE AUBURNDALE FL 33823 261008 76000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 4045 S ANTHONY BLVD FORT WAYNE IN 46806 261126 46500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 17414 US HWY #41N LUTZ FL 33549 220109 194000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2332 NE 16TH AVE OCALA FL 34470 170127 17500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1130 10TH AVE ST PETERSBURG FL 33705 170127 44000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 155 LAFITTE ROAD LITTLE TORCH FL 33043 270207 170000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1375 MILL AVE N BARTOW FL 33830 120120 59700.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 780 PINETREE ROAD WINTER PARK FL 32789 270223 249900.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 5270 SE 140 STREET SUMMERFIELD FL 34491 270207 96000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 305 SHORE T ROAD NOKOMIS FL 34275 270102 61000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 122 N SCOTT ROAD FORT WAYNE IN 46804 270219 120000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 100 VIA DEL SOL DAVENPORT FL 33837 270304 50000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 560 CANARY ISLAND CIRCLE DAVENPORT FL 33837 270321 88000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. HCR1 BOX 25 HAMPTON FL 32044 270228 260000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2508 PARENTAL HOME RD JACKSONVILLE FL 32216 170301 42000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3613 BLUEBELL LANE HOLIDAY FL 34691 260719 46000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 957 10TH AVE S ST PETERSBURG FL 33705 170304 37800.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2585 LONGBOAT DRIVE NAPLES FL 34104 260617 117500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 823 NE 39TH COURT OCALA FL 34470 260927 54630.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. PO BOX 238 PONTE VEDRA FL 32004 111001 185990.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 5175 W WOODLAND STREET DUNNELLON FL 34431 160731 97108.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 6209 EAST PLACE MCINTOSH FL 32664 111001 77382.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 8888 60TH ST N PINELLAS PARK FL 34666 260801 104999.53
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 8550 FRUITION AVE FLORAL CITY FL 34436 261205 135500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2505 PROVOST ROAD EAST JACKSONVILLE FL 32216 261114 58766.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 540 AFTERGLOW CIRCLE CRYSTAL RIVER FL 34429 260927 51200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 8355 NW 145TH STREET REDDICK FL 32686 161205 32500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 7010 S DENHOFF PT LECANTO FL 34461 260422 58000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2709 NW 3RD AVE GAINESVILLE FL 32607 161001 65250.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3711 SW 150TH LOOP OCALA FL 34473 111017 52000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 11518 SE 74TH TERR BELLEVIEW FL 34420 110701 42571.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 6840 SE 54TH LANE OCALA FL 34472 161205 56000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. PO BOX 216 MELROSE FL 32666 110901 51000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. PO BOX 443 ALACHUA FL 32616 110603 67200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1109 LAKE AVE FORT WAYNE IN 46805 270317 84000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 8580 S.W 203RD STREET DUNNELLON FL 34431 260506 50155.40
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 512 SW 1ST AVE ALACHUA FL 32615 170311 230000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 1540 EUCLID AVE #105 MIAMI FL 33139 170303 57600.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 7452 N ALBION STREET WAWAKA IN 46794 270409 54400.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3842 59TH AVE W BRADENTON FL 34210 170307 44400.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. BOX 1923 LAKE CITY FL 32056 170303 52150.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 2192 HIDDEN WATERS DRIVE W GREEN COVE FL 32043 120317 92000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 4006 S WAYNE AVE FORT WAYNE IN 46807 260828 46400.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 7296 61ST AVE ST PETERSBURG FL 33709 160828 75200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 103 2ND STREET NW RUSKIN FL 33570 260708 180000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 745 POTAWATOMI NEW CARLISLE IN 46552 111202 50000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 5407 BAYLEA AVE PORT RICHEY FL 34668 261211 50250.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 225 WEST PLYMOUTH STREET BREMEN IN 46506 160916 51200.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 512 2ND STREET INDIAN ROCK FL 34635 261126 80499.80
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 54396 OAK ROAD SOUTH BEND IN 46608 110814 49975.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 4615 PAUL AVENUE TAMPA FL 33611 160614 50000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 104-8TH AVE ST PETERSBURG FL 33706 220318 283500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 4107 ALAFIA BLVD BRANDON FL 33511 170404 49500.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 7813 55TH STREET PALMETTO FL 34221 170408 87000.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3250 BAY HOLLOW DRIVE WESLEY CHAP FL 33543 270401 52700.00
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 3098 STEEPLECHASE DRIVE LAKELAND FL 33811 270501 74400.00
6109776.73
EQUITY ONE OF WEST VIRGINIA Inc. HC 71 BOX 29 AUGUSTA WV 26704 161112 65300.00
EQUITY ONE OF WEST VIRGINIA Inc. 108 S GEORGIA AVE MARTINSBURG WV 25401 260911 62475.00
EQUITY ONE OF WEST VIRGINIA Inc. 1120 WASHINGTON AVE MARTINSBURG WV 25401 111118 59999.88
EQUITY ONE OF WEST VIRGINIA Inc. 118 BEAVER ST DANIELS WV 25832 170205 47000.00
EQUITY ONE OF WEST VIRGINIA Inc. RT 2 BOX 307 PRINCETON WV 24740 100205 33000.00
EQUITY ONE OF WEST VIRGINIA Inc. 110 E STREET PURCELLVILLE VA 20132 170219 102400.00
EQUITY ONE OF WEST VIRGINIA Inc. RT 1 BOX 215 KEARNEYSVILLE WV 25430 270415 54000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 66786.00 961025 689.30 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 61022.77 961101 503.48 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 48749.87 961023 548.28 76.31 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 70999.76 960913 636.27 79.56 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 40449.56 970201 415.61 74.55 O 1 0.08990 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 104698.45 970124 953.02 79.70 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 46936.99 970301 412.11 72.31 O 4 0.09990 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 85350.17 970201 673.41 77.82 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 111798.91 970131 982.05 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 75653.68 961108 610.97 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 46235.51 961226 407.73 81.58 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 193580.01 970209 2041.82 61.59 N 64 0.11990 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 17325.15 970227 165.99 50.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 43665.18 970227 395.60 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 169747.10 970307 1429.45 62.96 O 1 0.09500 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 59061.24 970220 605.16 79.92 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 249599.48 970323 2285.93 67.54 O 1 0.10500 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 95878.22 970307 860.25 70.59 O 1 0.10250 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 60872.04 970202 501.83 80.26 O 1 0.09250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 119784.53 970319 1052.20 85.71 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49953.15 970404 429.58 45.05 O 1 0.09750 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 87903.32 970421 707.43 79.64 O 1 0.08990 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 259547.95 970328 2045.42 74.29 O 1 0.08750 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 41832.47 970401 405.03 64.62 O 1 0.09990 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 45638.84 960819 420.78 74.19 O 1 0.10500 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 37686.73 970404 352.35 75.60 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 116852.97 960717 924.37 76.30 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 52668.19 961027 429.78 78.04 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 183235.34 961101 2027.20 70.00 O 1 0.10250 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 89933.50 960831 842.73 77.69 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 75985.72 961101 843.43 78.96 O 1 0.10250 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 104858.71 960901 920.67 75.54 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 135204.09 970105 1065.97 79.71 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 58504.28 961214 504.90 85.17 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 51127.75 961027 439.89 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 32137.54 970105 282.04 70.65 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 57470.66 960522 435.73 76.32 O 1 0.08250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 64468.00 961101 618.90 75.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 51000.76 961117 512.06 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 41470.16 960801 464.01 85.14 O 1 0.10250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 55416.74 970105 485.98 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49870.76 961001 540.27 75.00 N 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 65375.47 960628 651.93 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 83907.70 970417 675.28 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49965.56 960606 385.65 63.49 O 1 0.08500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 229351.31 970411 2143.90 62.16 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 57457.24 970403 575.07 80.00 O 4 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 54365.31 970509 408.69 87.74 O 1 0.08250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 44261.00 970407 392.37 78.58 O 4 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 51942.00 970403 502.91 69.91 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 91262.47 970417 892.53 66.67 O 1 0.08250 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 46244.27 960928 441.53 77.33 O 1 0.10990 1 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 74608.04 960928 750.78 80.00 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 179386.01 960808 1546.48 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49222.36 970102 522.11 53.76 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49761.76 970111 459.28 72.30 O 1 0.10490 2 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 50722.26 961016 546.02 80.00 O 1 0.11500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 80474.08 961226 797.18 70.00 O 1 0.11500 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 48752.11 960914 552.43 79.33 O 1 0.10500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49057.29 960714 466.07 45.45 O 1 0.09500 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 283154.00 970418 2830.01 70.00 N 64 0.11250 1 3 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 49346.44 970504 437.44 70.71 O 1 0.08750 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 86885.29 970508 838.99 75.00 O 1 0.09990 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 52679.02 970501 481.67 85.00 O 4 0.10490 2 1 0.0050
EQUITY ONE MORTGAGE, INC., D/B/A Equity One, Inc. 74400.00 970601 652.36 80.00 O 1 0.09990 2 1 0.0050
6066528.15
EQUITY ONE OF WEST VIRGINIA Inc. 64577.96 961212 577.06 78.67 O 1 0.08750 2 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 62162.64 961011 543.65 78.09 O 1 0.09900 1 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 59167.55 961218 626.53 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 46732.77 970305 438.10 79.66 O 1 0.09500 2 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 32514.01 970305 378.60 53.23 O 1 0.09990 2 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 101936.07 970319 920.66 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE OF WEST VIRGINIA Inc. 53887.73 970515 454.06 62.79 O 1 0.09500 2 1 0.0050
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 75499 BRITTON VIVIAN A TOMASTIK TIMOTHY A
EQUITY ONE, INC. 77185 MIRANDA JOHN J MIRANDA JANICE
EQUITY ONE, INC. 77189 GRAY SALLY E
EQUITY ONE, INC. 77197 HANNOLD MICHAEL W
EQUITY ONE, INC. 77385 BOYD MICHAEL F
EQUITY ONE, INC. 77619 WALSH DANIEL J
EQUITY ONE, INC. 77624 MANDIS JAMES W MANDIS CAROLE V
EQUITY ONE, INC. 77625 MARINO SHARON A
EQUITY ONE, INC. 77627 FAUGNO JOHN
EQUITY ONE, INC. 77662 BURNS BRIAN BURNS CATHY A
EQUITY ONE, INC. 77665 LERZA PETE A LERZA LINDA L
EQUITY ONE, INC. 77672 RENFRO JAMES C RENFRO WALDA E
EQUITY ONE, INC. 77674 ALESSANDRINI KENNETH W ALESSANDRINI KATHLEEN M
EQUITY ONE, INC. 77695 VAINO WILLIAM
EQUITY ONE, INC. 77696 VAINO WILLIAM
EQUITY ONE, INC. 77760 BARONE JOHN BARONE CAROLINE
EQUITY ONE, INC. 77769 DOYLE RICHARD T
EQUITY ONE, INC. 77796 VENITO JAMES V VENITO CAROL M
EQUITY ONE, INC. 77907 PARLIN EUGENE W PARLIN VALARIE M
EQUITY ONE, INC. 77925 DARLINGTON MAMIE R
EQUITY ONE, INC. 77935 FRIDAY ROSSEL L
EQUITY ONE, INC. 77971 PROFFITT FRAZIER S PROFFITT GINA A
EQUITY ONE, INC. 78012 GOSLER VIRGINIA
EQUITY ONE, INC. 78024 SPEAR KATHY M
EQUITY ONE, INC. 78096 SIMIONE LEWIS A SIMIONE VICKI
EQUITY ONE, INC. 78130 BIDDLE GEORGE H BIDDLE ELISE D
EQUITY ONE, INC. 78141 SPENCER WILLIAM SPENCER MARIA
EQUITY ONE, INC. 78232 WILLETS EUGENE J WILLETS MARILYN
EQUITY ONE, INC. 78245 RENNER ROBERT RENNER DORIS V
EQUITY ONE, INC. 78261 PLENGE ANDREW D
EQUITY ONE, INC. 78275 MCNELLIS BERNARD J
EQUITY ONE, INC. 78288 NAPOLITANO SUZANNE KARAKIN THOMAS
EQUITY ONE, INC. 78347 SCHWARTZ JUDITH S
EQUITY ONE, INC. 78367 SCHLACTER JAMES J SCHLACTER SUSAN
EQUITY ONE, INC. 78371 KITTEL DIANE KITTEL DANIEL M
EQUITY ONE, INC. 78372 HENRY CLIFF
EQUITY ONE, INC. 78377 DENOBLE STEVEN C DENOBLE SHERILL L
EQUITY ONE, INC. 78392 MODZCLEWSKI ROBERT MCKEEVER EVELYN
EQUITY ONE, INC. 78556 FRICIA PATRICIA FRICIA JOHN
EQUITY ONE, INC. 78638 FINSTHWAIT WILLIAM P BRENNAN JOSEPH P
EQUITY ONE, INC. 78712 ELLIS JOHN RUSSELL ELLIS ELIZABETH
EQUITY ONE, INC. 78718 HODGE KAREN M
EQUITY ONE, INC. 78810 KILPATRICK STEVEN J
EQUITY ONE, INC. 78815 BOYAJIAN STEPAN
EQUITY ONE, INC. 78819 FREDERICK KENNETH J FREDERICK PHYLLIS
EQUITY ONE, INC. 78826 MEANEY ROGER
EQUITY ONE, INC. 78839 PATEL MOHAN L PATEL SARLA M
EQUITY ONE, INC. 78848 PITCAVAGE JOHN J PITCAVAGE PATRICIA C
EQUITY ONE, INC. 78851 LEAP DENNIS R
EQUITY ONE, INC. 78858 WARDELL DAVID WARDELL DOREEN
EQUITY ONE, INC. 78883 STARK SANDRA E
EQUITY ONE, INC. 78889 THOMPSON ROBIN THOMPSON ANITA
EQUITY ONE, INC. 78902 PATTON STEPHEN A
EQUITY ONE, INC. 78909 GRADUS MICHELLE
EQUITY ONE, INC. 78913 MUSGNUG RICHARD H
EQUITY ONE, INC. 78917 WISSER DAVID A PAUL LISA M
EQUITY ONE, INC. 78945 KOESTER KARL T
EQUITY ONE, INC. 78947 GRANDSTAFF TINA
EQUITY ONE, INC. 78987 DESARLE NETTIE BELLE DESARLE MARYANN
EQUITY ONE, INC. 78996 GIZINSKY DAVID J
EQUITY ONE, INC. 78998 WILLIAMS PATRICIA
EQUITY ONE, INC. 79176 GAMBLE MILDRED GAMBLE RICHARD A
EQUITY ONE, INC. 79186 PRITCHETT LORIE PRITCHETT CAROLYN
EQUITY ONE, INC. 79193 CONWELL KENNETH T
EQUITY ONE, INC. 79197 WOODFIELD JOHN WOODFIELD JANE
EQUITY ONE, INC. 79198 WOODFIELD JOHN A WOODFIELD JANE
EQUITY ONE, INC. 79203 WAGNER STEPHEN WAGNER SONJA
EQUITY ONE, INC. 79212 HEIMLICH ROBERT H HEIMLICH ELIZABETH G
EQUITY ONE, INC. 79213 BOWMAN ROBERT
EQUITY ONE, INC. 79227 CONGALTON THOMAS E CONGALTON HEIDI K
EQUITY ONE, INC. 79265 OCONNELL JOHN J OCONNELL NONA M
EQUITY ONE, INC. 79271 DUPUIS RICHARD L DUPUIS CARIN J
EQUITY ONE, INC. 79288 LONGNECKER J TIMOTHY MURPHY MICHELLE L
EQUITY ONE, INC. 79315 GRIFFITHS KATHRYN J
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
424174.88
EQUITY ONE, INC. 18 WEST EUCLID AVE HADDONFIELD NJ 8033 260413 120000.00
EQUITY ONE, INC. 738 CORNWALLIS DRIVE MT LAUREL NJ 8054 260430 147000.00
EQUITY ONE, INC. 176 BEACH DR ATCO NJ 8004 260426 101700.00
EQUITY ONE, INC. 398 PAKERTOWN DRIVE TUCKERTON NJ 8087 160503 82400.00
EQUITY ONE, INC. 30 ALLISON PLACE BARGAINTOWN NJ 8234 260429 95300.00
EQUITY ONE, INC. 1210 RIVIERS AVE TOMS RIVER NJ 8753 60508 52000.00
EQUITY ONE, INC. 195 ELMTOWNE BLVD ELM NJ 8037 260509 40500.00
EQUITY ONE, INC. 201 OXFORD AVE FAIRHAVEN NJ 7704 260514 170000.00
EQUITY ONE, INC. 11 APOLLO DRIVE HIGHLAND NJ 7422 260515 140000.00
EQUITY ONE, INC. 8 MORRISON DRIVE SICKLERVILLE NJ 8081 110521 50000.00
EQUITY ONE, INC. 5 HIGGINS AVE CLEMENTON NJ 8021 260522 121200.00
EQUITY ONE, INC. 22 EAGLE LANE WILLINGBORO NJ 8046 260522 113000.00
EQUITY ONE, INC. 14 MCPHELIN AVE CHERRY HILL NJ 8034 260524 66000.00
EQUITY ONE, INC. 6331 MILL ROAD EGG HARBOR NJ 8234 260522 114000.00
EQUITY ONE, INC. 1211 SECOND AVE NORTHFIELD NJ 8225 260522 116000.00
EQUITY ONE, INC. 118 OAKMONT ROAD CLEMENTON NJ 8021 160529 55000.00
EQUITY ONE, INC. 6 FOURTH STREET SURF CITY NJ 8008 260524 200000.00
EQUITY ONE, INC. 46 CHRISTOPHER MILL ROAD MT LAUREL NJ 8054 260603 136000.00
EQUITY ONE, INC. 12 ROLFE CIRCLE GARDINER ME 4345 160611 58000.00
EQUITY ONE, INC. 1048 WASHINGTON STREET ATLANTA GA 30092 210610 70000.00
EQUITY ONE, INC. 10 ASPEN STREET ROXBURY MA 2119 60617 80000.00
EQUITY ONE, INC. 29-33 GORE STREET CAMBRIDGE MA 2138 60618 140000.00
EQUITY ONE, INC. 26 EUNICE AVE WORCHESTER MA 1606 160628 67200.00
EQUITY ONE, INC. 19-21 EMERSON STREET CHICOPEE MA 1020 210625 58500.00
EQUITY ONE, INC. 16 ALVIL ROAD WILMINGTON DE 19805 160703 88800.00
EQUITY ONE, INC. 407 CHESTERFIELD-JACOBSTOW WRIGHTSTOWN NJ 8562 260610 132000.00
EQUITY ONE, INC. 214 KILBURN AVE WILLIAMSTOWN NJ 8094 260607 93600.00
EQUITY ONE, INC. 900 OCEAN DRIVE UNIT 902 CAPE MAY NJ 8204 110626 200000.00
EQUITY ONE, INC. 5639 CENTRAL OCEAN CITY NJ 8226 260702 100000.00
EQUITY ONE, INC. 23 NORTH 8TH STREET SURF CITY NJ 8008 260628 150000.00
EQUITY ONE, INC. 47 ANDOVER PLACE ROBBINSVILLE NJ 8690 260701 61600.00
EQUITY ONE, INC. 38 LONGFELLOW DRIVE COLONIA NJ 7067 260711 130400.00
EQUITY ONE, INC. 5 LAURIE LANE OAKLYN NJ 8107 260722 115200.00
EQUITY ONE, INC. 1782 PITMAN DOWNER ROAD WILLIAMSTOWN NJ 8094 260724 65000.00
EQUITY ONE, INC. 1204 SOUTH PARK AVE HADDON HEIGHT NJ 8035 260725 160000.00
EQUITY ONE, INC. 18 WEST 38TH STREET WILMINGTON DE 19810 260726 57400.00
EQUITY ONE, INC. 815 BERRYWOOD LANE LEEDS POINT NJ 8201 260730 100000.00
EQUITY ONE, INC. 194 YORKTOWN BLVD HAMMONTON NJ 8037 260731 48000.00
EQUITY ONE, INC. 23-23A HENRY STREET MEDFORD MA 2155 160724 105000.00
EQUITY ONE, INC. 131-135 WEST EIGHTH STREET S BOSTON MA 2127 210819 157500.00
EQUITY ONE, INC. 11 BIRKSHIRE ROAD NEW CASTLE DE 19720 260807 47200.00
EQUITY ONE, INC. 15 ESSEX COURT LYNN MA 1902 160802 67200.00
EQUITY ONE, INC. 145 FORD AVE WOODBURY NJ 8096 160806 65600.00
EQUITY ONE, INC. 1348 CHANTICLEER CHERRY HILL NJ 8003 260801 72000.00
EQUITY ONE, INC. 207 FREDERICK LANE WILMINGTON DE 19805 260807 104000.00
EQUITY ONE, INC. 818 PENNSCOLA ROAD FORKED RIVE NJ 8731 260802 45450.00
EQUITY ONE, INC. 627 SELF MASTER PARKWAY UNION NJ 7083 110701 50000.00
EQUITY ONE, INC. 1459 ROUTE 83 DENNIS TWP NJ 8246 260809 94500.00
EQUITY ONE, INC. 713 CENTRAL AVENUE GLENDORA NJ 8029 260812 82400.00
EQUITY ONE, INC. 1629 ADAMS AVENUE TOMS RIVER NJ 8753 260814 58500.00
EQUITY ONE, INC. 217 MONTGOMERY STREET HIGHLAND PARK NJ 8904 260819 90000.00
EQUITY ONE, INC. 1420 SUMMIT AVENUE TOMS RIVER NJ 8753 260814 91000.00
EQUITY ONE, INC. 7900 DUNE DRIVE AVALON NJ 8202 160816 47250.00
EQUITY ONE, INC. 50 HARTLEY AVENUE HAMILTON NJ 8610 260816 53200.00
EQUITY ONE, INC. 108 EAST 27TH STREET SHIP BOTTOM NJ 8088 260819 90000.00
EQUITY ONE, INC. 888 HOLMDEL ROAD HOLMDEL NJ 7733 260823 164000.00
EQUITY ONE, INC. 312 NEPTUNE DRIVE MANAHAWKIN NJ 8050 260822 83000.00
EQUITY ONE, INC. 27412 VALLEY RUN DRIVE WILMINGTON DE 19810 260823 36000.00
EQUITY ONE, INC. 362 HERITAGE WAY TUCKERTON NJ 8087 160905 74400.00
EQUITY ONE, INC. 317 CRANFORD ROAD CHERRY HILL NJ 8003 260903 99000.00
EQUITY ONE, INC. 1 REVERE PLACE OCEAN CITY NJ 8226 260906 160000.00
EQUITY ONE, INC. 25-25A TILESTON STREET BOSTON MA 2113 210909 250250.00
EQUITY ONE, INC. 423 3RD STREET BEACH HAVEN NJ 8008 260906 112000.00
EQUITY ONE, INC. 419 ATLANTIC AVE UNIT B-1 OCEAN CITY NJ 8226 260909 44000.00
EQUITY ONE, INC. 15 NEW YORK AVE BERLIN NJ 8009 260909 84000.00
EQUITY ONE, INC. 112 ELLIS AVE BERLIN NJ 8009 260909 40000.00
EQUITY ONE, INC. 689 WASHINGTON AVE WOODBURY NJ 8096 260906 50000.00
EQUITY ONE, INC. 915 SUNSET DRIVE SOMERDALE NJ 8083 260916 75000.00
EQUITY ONE, INC. 519 MT PLEASANT ROAD MILFORD NJ 8848 260909 100000.00
EQUITY ONE, INC. 35 WEST MAPLE AVE MERCHANTVILLLENJ 8109 260912 148000.00
EQUITY ONE, INC. 22 LANDRY ROAD SOMERSET NJ 8873 160925 152000.00
EQUITY ONE, INC. 30 BLACKBERRY LANE MORRISTOWN NJ 7961 260920 267750.00
EQUITY ONE, INC. UNIT C107 LINWOOD GARDENS LINWOOD NJ 8221 260925 84000.00
EQUITY ONE, INC. 2233 SHORE ROAD OCEAN VIEW NJ 8230 260930 86000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
420978.73
EQUITY ONE, INC. 119399.47 960513 1133.73 76.92 O 1 0.10900 1 1 0.0050
EQUITY ONE, INC. 145888.77 960530 1130.30 77.78 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 101003.78 960526 817.57 81.36 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 80760.02 960603 715.09 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 94681.32 960529 784.01 89.91 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 48297.84 960608 651.70 57.78 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 40222.46 960609 325.58 77.88 O 4 0.08990 1 1 0.0050
EQUITY ONE, INC. 169052.98 960614 1490.62 69.39 O 1 0.09990 2 3 0.0050
EQUITY ONE, INC. 139136.87 960615 1177.20 41.54 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 48424.77 960621 492.37 58.82 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 120572.07 960622 1054.67 80.00 O 1 0.09900 2 1 0.0050
EQUITY ONE, INC. 112101.88 960622 848.93 77.93 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 65587.36 960624 530.58 60.55 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 113287.29 960622 916.45 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 115060.58 960622 932.53 74.84 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 53905.41 960629 477.30 68.75 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 198488.04 960624 1537.83 44.44 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 135060.95 960703 1045.72 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 57044.98 960711 503.33 69.05 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 69509.71 960710 698.77 87.50 N 1 0.11250 2 1 0.0050
EQUITY ONE, INC. 75752.14 960717 1101.54 60.15 O 1 0.10990 2 1 0.0050
EQUITY ONE, INC. 132468.37 960718 1908.74 67.47 O 50 0.10750 1 1 0.0050
EQUITY ONE, INC. 65976.53 960728 572.58 56.23 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 58090.29 960725 583.97 65.00 N 64 0.11250 2 1 0.0050
EQUITY ONE, INC. 87381.69 960803 784.74 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 130990.13 960710 991.67 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 93051.91 960707 804.17 80.00 O 1 0.09750 1 1 0.0050
EQUITY ONE, INC. 194527.97 960726 2027.34 72.20 O 4 0.08990 1 1 0.0050
EQUITY ONE, INC. 99309.54 960802 768.91 28.57 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 148622.09 960728 1261.28 69.77 O 1 0.09500 1 3 0.0050
EQUITY ONE, INC. 61253.17 960801 517.97 80.00 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 129700.03 960811 1072.77 80.00 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 114479.44 960822 885.79 79.45 O 1 0.08500 1 1 0.0050
EQUITY ONE, INC. 64685.43 960824 558.45 43.33 O 1 0.09750 1 3 0.0050
EQUITY ONE, INC. 159048.68 960825 1258.72 80.00 O 1 0.08750 1 3 0.0050
EQUITY ONE, INC. 57175.93 960826 514.36 70.00 N 3 0.10250 2 3 0.0050
EQUITY ONE, INC. 99463.17 960830 822.68 80.00 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 47728.25 960831 385.87 76.19 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 103423.91 960824 961.66 57.85 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 156643.69 960919 1600.93 62.50 N 1 0.11500 1 3 0.0050
EQUITY ONE, INC. 46971.58 960907 405.52 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 66266.63 960902 604.61 80.00 N 6 0.09000 1 1 0.0050
EQUITY ONE, INC. 64519.79 960906 569.29 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 32411.62 960901 578.81 78.26 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 103472.04 960907 836.06 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 45281.63 960902 415.75 84.17 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 48489.43 960801 506.84 52.63 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 94110.18 960909 828.61 63.89 O 1 0.09990 1 3 0.0050
EQUITY ONE, INC. 81960.64 960912 648.24 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 58270.72 960914 524.22 75.00 O 1 0.10250 2 1 0.0050
EQUITY ONE, INC. 89628.71 960919 789.15 64.29 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 90644.05 960914 815.45 75.21 O 5 0.10250 1 1 0.0050
EQUITY ONE, INC. 46045.61 960916 455.66 73.83 O 4 0.09990 1 1 0.0050
EQUITY ONE, INC. 52956.93 960916 447.33 76.00 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 89543.14 960919 723.51 64.29 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 163294.65 960923 1469.61 54.67 O 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 82626.88 960922 667.24 64.84 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 35731.45 960923 302.71 52.94 O 4 0.09500 1 1 0.0050
EQUITY ONE, INC. 73334.48 961005 657.48 72.23 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 98591.64 961003 868.06 84.83 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 159146.95 961006 1258.72 47.06 O 5 0.08750 2 1 0.0050
EQUITY ONE, INC. 88455.72 961009 2498.09 64.83 N 64 0.11250 1 1 0.0050
EQUITY ONE, INC. 111612.88 961006 1003.63 70.00 N 1 0.10250 2 1 0.0050
EQUITY ONE, INC. 43840.32 961009 385.81 73.33 O 4 0.09990 1 1 0.0050
EQUITY ONE, INC. 83677.42 961009 721.69 70.59 N 1 0.09750 1 1 0.0050
EQUITY ONE, INC. 39783.54 961009 314.68 30.30 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 49767.17 961006 457.37 65.79 N 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 74583.94 961016 652.64 65.22 O 1 0.09900 2 1 0.0050
EQUITY ONE, INC. 99625.21 961010 914.74 45.45 N 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 147334.65 961012 1189.78 77.89 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 150128.47 961025 1366.61 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 266772.25 961020 2347.72 83.67 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 83654.20 961025 660.83 67.20 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 85338.77 961030 723.13 79.63 O 5 0.09500 1 1 0.0050
</TABLE>
Page 5
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 79322 LEGER GLADYS
EQUITY ONE, INC. 79325 FELLENBAUM WALTER P FELLENBAUM CLAIRE
EQUITY ONE, INC. 79332 KLEINMAN MARK S
EQUITY ONE, INC. 79334 GOLD ESTER
EQUITY ONE, INC. 79335 BOVE DIANE M
EQUITY ONE, INC. 79339 HERDELIN ROBERT
EQUITY ONE, INC. 79355 ANGELINI THOMAS L
EQUITY ONE, INC. 79363 DRAB FRANK DRAB CHRISTINE
EQUITY ONE, INC. 79366 RICE ARLENE
EQUITY ONE, INC. 79377 LUNN SCOTT
EQUITY ONE, INC. 79399 MCEVOY BERNARD
EQUITY ONE, INC. 79403 CULVER EDWARD CULVER RUTH
EQUITY ONE, INC. 79405 FOLTZ HARRY M FOLTZ DIANA L
EQUITY ONE, INC. 79406 BALL JUANITA C BALL KEITH
EQUITY ONE, INC. 79471 PALANGAS ANTHANASIO PALANGAS KATINA
EQUITY ONE, INC. 79519 COLON JOSE R COLON MARIA M
EQUITY ONE, INC. 79547 SWEAZEY THOMAS E SWEAZEY SHARON A
EQUITY ONE, INC. 79599 LE THU T
EQUITY ONE, INC. 79669 WYATT JAMES B
EQUITY ONE, INC. 79678 GILLESPIE JOHN E
EQUITY ONE, INC. 79679 VAN BUSKIRK CHESTER
EQUITY ONE, INC. 79702 PFEFFER SCOTT J
EQUITY ONE, INC. 79707 GORELIK OLEG G
EQUITY ONE, INC. 79708 GORELIK OLEG G
EQUITY ONE, INC. 79724 GARDNER AVRIL
EQUITY ONE, INC. 79740 CORSETTI MICHAEL CORSETTI LORI
EQUITY ONE, INC. 79746 STANFORD DAVID L STANFORD VIOLET L
EQUITY ONE, INC. 79766 GERARD MICHAEL GERARD SHEILA
EQUITY ONE, INC. 79767 DAVIS CHERI R
EQUITY ONE, INC. 79779 THOMPSON ALLEN M THOMPSON JUDITH A
EQUITY ONE, INC. 79814 OWENS DARRELL R ACOSTA AIDA L
EQUITY ONE, INC. 79830 REGAZZI LOUIS B
EQUITY ONE, INC. 79833 MITCHELL JOHN J
EQUITY ONE, INC. 79835 MASSO VINCENT MASSO DONNA
EQUITY ONE, INC. 79841 GOLDSTEIN AARON GOLDSTEIN MAXINE
EQUITY ONE, INC. 79845 RICULFY KENNETH RICULFY PEARLINE Y
EQUITY ONE, INC. 79851 ROMAN SUZANNE G
EQUITY ONE, INC. 79852 LIPSKI GERALD F
EQUITY ONE, INC. 79861 MASSO VINCENT MASSO DONNA
EQUITY ONE, INC. 79863 LITVAC RUTY
EQUITY ONE, INC. 79874 ALLEN ANDREA A HALL CHARLES N
EQUITY ONE, INC. 79880 CAPRIO PAMELA STUITS GROVER E
EQUITY ONE, INC. 79886 OPIO CONDE MARGARITA OPIO EDILBERTO
EQUITY ONE, INC. 79888 RAWLS BEATRICE
EQUITY ONE, INC. 79891 REILEY THOMAS T REILEY DINAE G
EQUITY ONE, INC. 79900 NUGENT WILLIAM C NUGENT TRACY C
EQUITY ONE, INC. 79904 SWEENEY JOSEPH SWEENEY DONNA
EQUITY ONE, INC. 79906 COLE GARY A COLE NELLIE E
EQUITY ONE, INC. 79923 CUNNINGHAM THOMAS CUNNINGHAM SUZANNE
EQUITY ONE, INC. 79927 ROSENBERG MANUEL
EQUITY ONE, INC. 79935 HUYO LUZ MORINE
EQUITY ONE, INC. 79936 AIKEN CATHY L
EQUITY ONE, INC. 79938 FOLKS LAURIE A
EQUITY ONE, INC. 79942 OLSWFSKI LINDA R
EQUITY ONE, INC. 79965 JENSEN DOUGLAS E SIERCHIO DONATO S
EQUITY ONE, INC. 79970 SMITH ERNEST A
EQUITY ONE, INC. 79972 TECKER GLENN H TECKER MARY JANE
EQUITY ONE, INC. 79975 MCCULLOUGH COREEN D
EQUITY ONE, INC. 79981 LORD CRAIG LORD DEBORAH
EQUITY ONE, INC. 79991 MARTIN TODD R
EQUITY ONE, INC. 80011 KEO LY
EQUITY ONE, INC. 80014 DELRIO SANTOS R RIVERA MARIA E
EQUITY ONE, INC. 80015 MCGHEE BOBBY MCGHEE GWENDOLYN
EQUITY ONE, INC. 80018 DELPRIORE JOSEPH DELPRIORE KATHRYN
EQUITY ONE, INC. 80037 NICHOLS PATSY S
EQUITY ONE, INC. 80051 DUNI JOANNE B DUNI THATCHER B
EQUITY ONE, INC. 80053 CROWTON ARTHUR J CROWTON ROBERTA A
EQUITY ONE, INC. 80076 RESCA ARTHUR P
EQUITY ONE, INC. 80106 CROWNOVER SUSAN E
EQUITY ONE, INC. 80111 BURCHAM JAMES E BURCHAM BETTY E
EQUITY ONE, INC. 80139 AVIKSIS FELIX
EQUITY ONE, INC. 80151 RODEBAUGH MICHAEL DWAYNE RODEBAUGH KAY
EQUITY ONE, INC. 80159 YOCUM TERRANCE WAYNE YOCUM SALLY THOMAS
EQUITY ONE, INC. 80162 ROSS HUGH M ROSS DEBORAH E
EQUITY ONE, INC. 80184 SMITH GREER W
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 58 HARDENBURG LANE E BRUNSWICK NJ 8816 261001 180000.00
EQUITY ONE, INC. 107 BENNET ROAD CAPE MAY NJ 8210 261002 76800.00
EQUITY ONE, INC. 33 MANOR HOUSE DRIVE CHERRY HILL NJ 8003 261002 262000.00
EQUITY ONE, INC. 1190 GEORGE AVE UNIT A-40 LINDEN NJ 7036 261007 60000.00
EQUITY ONE, INC. 7 WENDOVER DRIVE MT LAUREL NJ 8054 261004 160000.00
EQUITY ONE, INC. 45D LONG BEACH BLVD LOVELADIES NJ 8008 111004 600000.00
EQUITY ONE, INC. 607 B CHAPEL STREET NEW HAVEN CT 6510 261008 60800.00
EQUITY ONE, INC. 13506 ATLANTIC AVE BEACH HAVEN NJ 8088 261011 118000.00
EQUITY ONE, INC. 134 WEST THOMPSON AVE PLEASANTVILLE NJ 8232 261017 45000.00
EQUITY ONE, INC. 316 READING AVE PO BOX 263 BARRINGTON NJ 8007 261021 74800.00
EQUITY ONE, INC. 2829 INDIAN BOUNDARY ROAD RIVER GROVE IL 60171 261016 40000.00
EQUITY ONE, INC. 5922 MAPLE DRIVE MAYS LANDING NJ 8330 261023 85000.00
EQUITY ONE, INC. 281 LIGHTHOUSE DRIVE MANAHAWKIN NJ 8050 261018 59920.00
EQUITY ONE, INC. 7539 BRIAR ROAD PHILADELPHIA PA 19138 261023 48000.00
EQUITY ONE, INC. 49 MOZART STREET JAMAICA PLA MA 2130 260919 98150.00
EQUITY ONE, INC. 42 WILSON AVE WINDSOR CT 6095 260925 80000.00
EQUITY ONE, INC. 2 BUTTERMILK BRIDGE ROAD WASHINGTON NJ 7882 260930 96000.00
EQUITY ONE, INC. 291 WASHINGTON AVE CHELSEA MA 2150 210930 78000.00
EQUITY ONE, INC. 2206 CORINTH ROAD GAFFNEY SC 29340 111015 99200.00
EQUITY ONE, INC. 607 SOUTH STREET TOWNSEND DE 19734 261016 75000.00
EQUITY ONE, INC. 894 INDIAN POINT DRIVE ELLSTON IA 50074 261018 42000.00
EQUITY ONE, INC. 217 PLEASANT STREET BROCKTON MA 2401 211018 72800.00
EQUITY ONE, INC. 187 FLORENCE STREET ROSLINDALE MA 2133 211015 116935.00
EQUITY ONE, INC. 193 FLORENCE STREET ROSLINDALE MA 2133 211015 125930.00
EQUITY ONE, INC. 146 SALEM STREET #1 BOSTON MA 2128 261016 80000.00
EQUITY ONE, INC. 3444 S 81ST STREET MILWAUKEE WI 53219 261025 76000.00
EQUITY ONE, INC. 231 0.2. DAVIS ROAD VINEMONT AL 35179 161021 83200.00
EQUITY ONE, INC. 1521 WILLIAMS DRIVE STOUGHTON WI 53589 161030 96000.00
EQUITY ONE, INC. 2607 CONRAD STREET EAU CLAIRE WI 54703 111031 36100.00
EQUITY ONE, INC. 900 MAPLE DRIVE OSCEOLA WI 54020 111030 81600.00
EQUITY ONE, INC. H-13540 8TH AVE BUENA VISTA NJ 8360 261025 86400.00
EQUITY ONE, INC. 47 BLANCHARD ROAD MARLTON NJ 8053 261025 85500.00
EQUITY ONE, INC. 113 JEFFERSON AVE MT EPHRAIM NJ 8059 261030 60000.00
EQUITY ONE, INC. 1010 RYMILL PLACE CHERRY HILL NJ 8003 161031 120000.00
EQUITY ONE, INC. 4500 W BRIGANTINE AVE BRIGANTINE NJ 8203 261028 51700.00
EQUITY ONE, INC. 22 WHELAN AVE SICKLERVILLE NJ 8081 261028 110400.00
EQUITY ONE, INC. 136 PENNSYLVANIA AVE ABSECON NJ 8201 261104 55000.00
EQUITY ONE, INC. 5800 EDGEWATER AVE VENTNOR NJ 8406 261029 91200.00
EQUITY ONE, INC. 5600 ASBURY AVE 1ST FLOOR OCEAN CITY NJ 8226 261031 171500.00
EQUITY ONE, INC. 691 TWIN RIVERS DRIVE N E WINDSOR NJ 8520 261030 64000.00
EQUITY ONE, INC. 216 WOODLAKE MANOR DRIVE LAKEWOOD NJ 8701 261101 45000.00
EQUITY ONE, INC. 91 SOUTH MAIN STREET LAMBERTVILLE NJ 8530 261104 96600.00
EQUITY ONE, INC. 2918 N NEW ENGLAND AVE CHICAGO IL 60634 261105 106000.00
EQUITY ONE, INC. 1775 WINSLOW ROAD WILLIAMSTOWN NJ 8094 261118 104000.00
EQUITY ONE, INC. 615 PARK AVE CLEMENTON NJ 8021 261115 121000.00
EQUITY ONE, INC. 430 WEST KINGS HIGHWAY HADDONFIELD NJ 8033 261115 480000.00
EQUITY ONE, INC. 12 MERCURY DRIVE SEWELL NJ 8080 261115 65000.00
EQUITY ONE, INC. 62 MAIN STREET ENGLISHTOWN NJ 7726 261115 116000.00
EQUITY ONE, INC. 6710 SEAVIEW AVE WILDWOOD CR NJ 8260 261119 148000.00
EQUITY ONE, INC. 508 OAKLAND AVE BERLIN NJ 8009 261125 75000.00
EQUITY ONE, INC. 262 MORRIS AVE ELIZABETH NJ 7208 211115 180000.00
EQUITY ONE, INC. 280 KIPP STREET 1D HACKENSACK NJ 7601 261118 60900.00
EQUITY ONE, INC. 177 WESTERN PARKWAY IRVINGTON NJ 7111 261118 80000.00
EQUITY ONE, INC. 14 FEATHERBED LANE HOPEWELL NJ 8525 261122 90000.00
EQUITY ONE, INC. 148 BEACHWOOD BLVD BEACHWOOD NJ 8722 261121 96000.00
EQUITY ONE, INC. 127 PENNSYLVANIA AVE OCEAN GROVE NJ 7756 261122 60000.00
EQUITY ONE, INC. 310 NORTH ATLANTIC AVE BEACH HAVEN NJ 8008 261122 244000.00
EQUITY ONE, INC. 2 OCEAN ROAD OCEAN CITY NJ 8226 261122 148000.00
EQUITY ONE, INC. 551 NEW ALBANY ROAD MORRESTOWN NJ 8057 261125 193125.00
EQUITY ONE, INC. 722 LOCUST STREET FALL RIVER MA 2721 211101 126100.00
EQUITY ONE, INC. 62-68 THORNTON STREET REVERE MA 2151 211101 87500.00
EQUITY ONE, INC. 74 COTTAGE STREET CHELSEA MA 2150 261101 84000.00
EQUITY ONE, INC. 2400 BETTYS DRIVE ALBANY GA 31705 161105 104000.00
EQUITY ONE, INC. 76 VALLEY DRIVE NAUGATUCK CT 6770 261028 75000.00
EQUITY ONE, INC. 1723 ALBERT AVE KNOXVILLE TN 37917 111105 60975.02
EQUITY ONE, INC. 210 UPPER STATE STREET NORTH HAVEN CT 6473 161104 140000.00
EQUITY ONE, INC. 213 WHITE STREET LOWELL MA 1853 211030 84700.00
EQUITY ONE, INC. 61 WACHUSETT STREET WORCHESTER MA 1609 211101 101000.00
EQUITY ONE, INC. 4721 N GRACE SCHILLER PARK IL 60176 261111 78000.00
EQUITY ONE, INC. RT 1 BOX 1010 WALNUT GROVE MO 65770 111111 49600.00
EQUITY ONE, INC. 21 PARKVALE STREET UNIT5 ALLSTON MA 2134 270228 37100.00
EQUITY ONE, INC. 357 JANE BROWN BRANCH PRESTONSBURG KY 41653 261122 88000.00
EQUITY ONE, INC. 665 LAKE CHARLES WAY ROSWELL GA 30075 111120 90000.00
EQUITY ONE, INC. 414 WASHINGTON AVE WILMINGTON DE 19804 161120 60000.00
EQUITY ONE, INC. 7113 PARK AVE MERCHANTVILLE NJ 8109 261115 93700.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 179365.30 961101 1513.54 76.60 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 76557.65 961102 673.41 80.00 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 261076.18 961102 2203.04 79.64 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 59809.08 961107 526.10 73.17 N 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 154249.18 961104 1286.25 80.00 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 588771.86 961104 6130.30 50.00 N 1 0.09125 2 1 0.0050
EQUITY ONE, INC. 60616.89 961108 544.83 77.95 O 1 0.10250 1 1 0.0050
EQUITY ONE, INC. 117605.13 961111 1013.80 71.52 N 1 0.09750 1 1 0.0050
EQUITY ONE, INC. 44823.70 961117 361.76 73.77 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 74586.43 961121 684.22 80.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 39879.54 961116 358.44 27.97 O 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 84666.88 961123 683.32 77.98 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 59554.75 961118 548.11 73.07 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 47811.98 961123 385.87 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 97844.98 961019 916.21 65.00 O 5 0.10750 1 3 0.0050
EQUITY ONE, INC. 79670.68 961025 629.36 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 95678.73 961030 824.79 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 77648.88 961030 792.84 52.70 N 50 0.11500 1 1 0.0050
EQUITY ONE, INC. 97281.63 961115 991.45 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 74748.98 961116 644.37 75.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 41660.38 961118 345.22 68.85 N 1 0.09240 2 1 0.0050
EQUITY ONE, INC. 72485.19 961118 766.75 66.18 N 53 0.12000 1 1 0.0050
EQUITY ONE, INC. 116466.04 961115 1210.04 64.96 N 52 0.11750 1 3 0.0050
EQUITY ONE, INC. 125424.98 961115 1303.12 69.96 N 52 0.11750 1 3 0.0050
EQUITY ONE, INC. 79659.12 961116 658.14 73.39 O 4 0.09250 1 1 0.0050
EQUITY ONE, INC. 75702.15 961125 610.97 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 82306.99 961121 748.04 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 94965.11 961130 863.12 72.73 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 35411.03 961130 365.94 49.45 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 80252.34 961130 815.55 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 85303.61 961125 679.71 72.91 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 85242.48 961125 766.17 75.00 O 1 0.10250 1 3 0.0050
EQUITY ONE, INC. 59875.55 961130 582.76 66.67 O 1 0.11250 2 3 0.0050
EQUITY ONE, INC. 118968.21 961130 1118.56 52.17 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 51490.85 961128 434.72 71.81 O 4 0.09500 1 1 0.0050
EQUITY ONE, INC. 110130.96 961128 1009.87 84.99 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 54834.32 961204 492.86 57.89 O 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 90854.83 961129 783.55 76.96 N 1 0.09750 1 1 0.0050
EQUITY ONE, INC. 170983.78 961130 1442.06 70.00 O 4 0.09500 2 3 0.0050
EQUITY ONE, INC. 63796.38 961130 561.17 80.00 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 44889.60 961201 411.63 84.91 O 4 0.10500 1 1 0.0050
EQUITY ONE, INC. 96309.10 961204 865.63 70.00 N 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 105697.30 961205 969.62 73.61 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 103592.45 961218 836.06 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 120755.35 961215 1106.83 77.07 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 478477.89 961215 3948.84 64.00 N 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 64814.32 961215 558.45 50.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 115632.18 961215 954.30 72.05 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 147442.24 961219 1189.78 77.89 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 74785.72 961225 644.37 75.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 179328.46 961215 1796.83 68.57 O 64 0.11250 2 1 0.0050
EQUITY ONE, INC. 60751.56 961218 557.08 70.00 O 4 0.10500 1 1 0.0050
EQUITY ONE, INC. 79747.04 961218 701.47 55.17 N 51 0.09990 2 1 0.0050
EQUITY ONE, INC. 89755.56 961222 789.15 48.39 O 1 0.09990 2 3 0.0050
EQUITY ONE, INC. 95235.63 961221 824.79 68.57 N 5 0.09750 1 1 0.0050
EQUITY ONE, INC. 58091.44 961222 493.61 73.17 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 243265.51 961222 2051.68 73.94 O 1 0.09500 1 3 0.0050
EQUITY ONE, INC. 147504.73 961222 1189.78 76.29 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 192478.73 961225 1552.54 72.88 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 125645.39 961201 1327.18 65.00 N 52 0.11990 1 1 0.0050
EQUITY ONE, INC. 87144.25 961201 841.83 63.18 N 1 0.10750 1 1 0.0050
EQUITY ONE, INC. 83799.68 961201 864.03 70.00 N 5 0.12000 2 3 0.0050
EQUITY ONE, INC. 103059.20 961205 1002.93 76.47 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 74736.30 961128 590.03 67.57 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 59795.88 961205 609.41 80.23 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 138678.11 961204 1237.20 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 84345.78 961130 860.94 67.76 N 52 0.11500 1 1 0.0050
EQUITY ONE, INC. 97618.75 961201 971.71 69.18 N 52 0.10750 1 3 0.0050
EQUITY ONE, INC. 77739.02 961211 627.04 69.64 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 48675.26 961211 517.94 80.00 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 37067.04 970328 325.58 68.70 N 4 0.10000 1 3 0.0050
EQUITY ONE, INC. 87743.17 961222 692.29 78.57 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 88544.69 961220 912.30 62.07 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 59529.54 961220 530.23 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 93448.42 961215 839.65 74.96 O 1 0.10250 1 3 0.0050
</TABLE>
Page 6
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 80188 VALENTE ILIDIO
EQUITY ONE, INC. 80224 JOHNSON GARY A JOHNSON SUSANNE M
EQUITY ONE, INC. 80246 OHANLON WILLIAM OHANLON CYNTHIA
EQUITY ONE, INC. 80256 BARNETT DIANE
EQUITY ONE, INC. 80261 MENNELLA SALVATORE MENNELLA JANET
EQUITY ONE, INC. 80278 LEMOINE HARRY JAMES LEMOINE JOANNE
EQUITY ONE, INC. 80285 DAVIS LEONARD P DAVIS LOUELLA
EQUITY ONE, INC. 80298 WOOD JAMES B WOOD JANET M
EQUITY ONE, INC. 80306 GOANOS MARIA I
EQUITY ONE, INC. 80314 COLUNGA JESUS COLUNGA GLORIA
EQUITY ONE, INC. 80319 SHUBECK ROBERT SHUBECK BARBARA
EQUITY ONE, INC. 80333 WRIGHT KENNETH E
EQUITY ONE, INC. 80339 STEPHAN JOHN T STEPHAN SANDRA L
EQUITY ONE, INC. 80353 MARTIN BRENDAN H MARTIN BRIDGET B
EQUITY ONE, INC. 80361 THOMAS JAMES M THOMAS JAN
EQUITY ONE, INC. 80369 ROWLEY DANIEL
EQUITY ONE, INC. 80375 BALBONI ANTHONY V
EQUITY ONE, INC. 80383 HART LEN HART AMY
EQUITY ONE, INC. 80390 BRYANT DEBRA
EQUITY ONE, INC. 80391 EDDINGS SIMON EDDINGS ERMA
EQUITY ONE, INC. 80400 FILLO JOHN G FILLO ANGELA M
EQUITY ONE, INC. 80401 JACOBS DANIEL
EQUITY ONE, INC. 80406 INFANTE MARY
EQUITY ONE, INC. 80473 BASILE JOHN
EQUITY ONE, INC. 80474 TO YUOKHEANG
EQUITY ONE, INC. 80483 SMITH MAHLON H SMITH KATALIN M
EQUITY ONE, INC. 80498 TROGE PHIL TROGE CONNIE
EQUITY ONE, INC. 80557 MACDONALD ALICE M
EQUITY ONE, INC. 80583 LUNDBERG NORA
EQUITY ONE, INC. 80613 PASSOS EDMUNDO DOS PASSOS ADRYANA A
EQUITY ONE, INC. 80628 MIZELL ALBERT
EQUITY ONE, INC. 80650 GUERINO DANIEL P GUERINO DANIEL
EQUITY ONE, INC. 80654 ANDREAS STEPHEN
EQUITY ONE, INC. 80656 ARNETT KEITH W ARNETT LAURA
EQUITY ONE, INC. 80662 GREGORY HAROLD B GREGORY SHARON K
EQUITY ONE, INC. 80665 HOLLIS WILLIAM N HOLLIS CINDY B
EQUITY ONE, INC. 80673 LITTLEJOHN LOIS J
EQUITY ONE, INC. 80675 MANSFIELD PATRICIA
EQUITY ONE, INC. 80680 PLATH JAY E PLATH MARILYN M
EQUITY ONE, INC. 80682 PURIFICATO ROBERT PURIFICATO MARGARET
EQUITY ONE, INC. 80683 SAF RONALD D SAF JULIE A
EQUITY ONE, INC. 80685 TOMASZEK JOYCE
EQUITY ONE, INC. 80686 WEAVER ROBERT
EQUITY ONE, INC. 80691 YANCEY PAUL J YANCEY EFTHALIA T
EQUITY ONE, INC. 80711 JONES CARL E JONES LINDA
EQUITY ONE, INC. 80713 JEFFCOAT JERRY T JEFFCOAT PATRICIA
EQUITY ONE, INC. 80715 BOULTON DEAN R BOULTON ANGEL
EQUITY ONE, INC. 80718 BROWNSTEIN STANLEY BROWNSTEIN MARIAN
EQUITY ONE, INC. 80719 BUNCHER LAURA L
EQUITY ONE, INC. 80720 DONAHUE ROBERT H DONAHUE DEANIE
EQUITY ONE, INC. 80734 THOMPSON JOHN M THOMPSON LANI
EQUITY ONE, INC. 80735 VAZQUEZ RUTH
EQUITY ONE, INC. 80743 SODL GEORGE
EQUITY ONE, INC. 80747 NICOL JODY A
EQUITY ONE, INC. 80751 FRASER BRIAN P FRASER MARGARET B
EQUITY ONE, INC. 80811 KOWALSKI EDWARD KOWALSKI VIOLET S
EQUITY ONE, INC. 80814 MURPHY JOHN F MURPHY AMY
EQUITY ONE, INC. 80848 POND LINDA J
EQUITY ONE, INC. 80854 HAGGE ROBERT HAGGE MARIE P
EQUITY ONE, INC. 80859 COLE JAMES A COLE JAMES J
EQUITY ONE, INC. 80860 SMITH KENNY SMITH CARMEN
EQUITY ONE, INC. 80884 MARDIS JOUNI
EQUITY ONE, INC. 80892 MCCLERNAN RALPH E MCCLERNAN KIMBERLY A
EQUITY ONE, INC. 80948 FIORENTINO GIOACCHINO O FIORENTINO BARBARA F
EQUITY ONE, INC. 80952 TOLIVER NANNIE R
EQUITY ONE, INC. 80977 STANLEY DESIREE STANLEY JAMES
EQUITY ONE, INC. 80979 WEIZER FRANK WEIZER MIRIAM
EQUITY ONE, INC. 81014 BURANT JAMES M BURANT WENDY M
EQUITY ONE, INC. 81025 HICKS LARRY W
EQUITY ONE, INC. 81036 GUTIERREZ BENJAMIN
EQUITY ONE, INC. 81037 HILLIARD KENNETH R
EQUITY ONE, INC. 81038 HILLIARD ALLEN F HILLIARD NANCY
EQUITY ONE, INC. 81039 KERR THOMAS W KERR PATRICIA
EQUITY ONE, INC. 81042 CRAFFEY DANIEL P CRAFFEY ELIZABETH A
EQUITY ONE, INC. 81044 GATCOMB DEWEY W GATCOMB MARSHA J
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 5-7 EDWARDS STREET BEVERLY MA 1915 211120 322000.00
EQUITY ONE, INC. EAST PARK DRIVE PARKSVILLE NY 12768 111126 52500.00
EQUITY ONE, INC. 3357 PIERSON DRIVE WILMINGTON DE 19810 261203 116000.00
EQUITY ONE, INC. 54 MAGNOLIA AVE UNIT 4-5 JERSEY CITY NJ 7306 261202 92800.00
EQUITY ONE, INC. 3 OXFORD COURT MATAWAN NJ 7747 261203 135000.00
EQUITY ONE, INC. 18 ST THOMAS AVE TOMS RIVER NJ 8753 261205 120000.00
EQUITY ONE, INC. 67 MARLBORO LANE WILLINGBORO NJ 8046 161211 70400.00
EQUITY ONE, INC. 49 MORGAN COURT BEDMINSTER NJ 7079 261206 86550.00
EQUITY ONE, INC. 90 HAWTHORNE AVE NEPTUNE CITY NJ 7753 261216 100000.00
EQUITY ONE, INC. 1526 NORTH SPRINGFIELD AVE CHICAGO IL 60651 261216 103500.00
EQUITY ONE, INC. 462 ADELPHIA ROAD FREEHOLD NJ 7728 261216 110000.00
EQUITY ONE, INC. 441 N TENNESSEE AVE ATLANTIC CITY NJ 8401 111213 35000.00
EQUITY ONE, INC. 70 N HORSHOE LN COLUMBUS NJ 8022 261213 81000.00
EQUITY ONE, INC. 46 BERNARD AVE EDISON NJ 8837 261216 155000.00
EQUITY ONE, INC. 200 RIPTIDE AVE MANAHAWKIN NJ 8050 261223 89000.00
EQUITY ONE, INC. 1797 LENNINGTON STREET RAHWAY NJ 7065 261223 210000.00
EQUITY ONE, INC. 134 RED STONE RIDGE DELRAN NJ 8075 261223 106400.00
EQUITY ONE, INC. 260 15TH STREET SURF CITY NJ 8008 261220 88000.00
EQUITY ONE, INC. 12-14 WINTHROP STREET ABINGTON MA 2351 261202 113600.00
EQUITY ONE, INC. 1436 N MASON CHICAGO IL 60651 261115 78000.00
EQUITY ONE, INC. 805 HARWOOD ROAD WILMINGTON DE 19804 111126 68800.00
EQUITY ONE, INC. ROUND POND FIRE LANE PLYMOUTH ME 4969 261218 56250.00
EQUITY ONE, INC. 27-29 WILLOW STREET LAWRENCE MA 1841 211122 38500.00
EQUITY ONE, INC. 13-15 WILCOX STREET SPRINGFIELD MA 1036 211205 130000.00
EQUITY ONE, INC. 28 EVERETT AVE SOMERVILLE MA 2145 261205 76500.00
EQUITY ONE, INC. 14 LT HOOPER STREET MILFORD NJ 8848 261204 188000.00
EQUITY ONE, INC. 736 33RD STREET DES MOINES IA 50312 261204 84000.00
EQUITY ONE, INC. 104 SILVESIDE ROAD WILMINGTON DE 19809 161211 59000.00
EQUITY ONE, INC. 242 WALNUT STREET NEW BEDFORD MA 2740 211212 80000.00
EQUITY ONE, INC. 8 SUMNER ST MARLBOROUGH MA 1752 261227 94320.00
EQUITY ONE, INC. 130 TOLBERT AVE DORCHESTER MA 2122 211220 108000.00
EQUITY ONE, INC. 9 BRUCE STREET BURLINGTON MA 1803 261223 120000.00
EQUITY ONE, INC. 55 COVENTRY CIRCLE N HAVEN CT 6473 260508 116000.00
EQUITY ONE, INC. 3915 LONE ROAD FREELAND MI 48623 110726 53600.00
EQUITY ONE, INC. PO BOX 173 SCIENCE HILL KY 42553 160920 37000.00
EQUITY ONE, INC. 2326 DAZEND TRAIL YORK SC 29795 111010 65521.00
EQUITY ONE, INC. 214 PINETREE LANE UNION SC 29379 260924 44200.00
EQUITY ONE, INC. 3816 ARIA LANE LEXINGTON KY 40514 110628 35000.00
EQUITY ONE, INC. 43 BARNUM ROAD DANBURY CT 6811 110924 50000.00
EQUITY ONE, INC. 20 HOBSON AVE HAMDEN CT 6514 260923 76000.00
EQUITY ONE, INC. 6104 GOODMAN PLACE URBANDALE IA 50322 261031 107200.00
EQUITY ONE, INC. 56 STONE RANCH ROAD EAST LYME CT 6333 111022 78000.00
EQUITY ONE, INC. 1556 SOLFISBURG AURORA IL 60505 260607 76000.00
EQUITY ONE, INC. 22 JASPER LANE BEAFORT SC 29902 260909 132000.00
EQUITY ONE, INC. 1950 BLUE GILL ROAD DANVILLE KY 40422 260819 68000.00
EQUITY ONE, INC. 3103 SIERRA DRIVE WEST COLUMBIA SC 29171 110731 56000.00
EQUITY ONE, INC. 3810 NORTH ZIMMER WILLIAMSTON MI 48895 161002 149600.00
EQUITY ONE, INC. 61 FOREST GLEN DRIVE WOODBRIDGE CT 6525 260711 62000.00
EQUITY ONE, INC. PO BOX 564 ISLE OF PALM SC 29451 260923 415400.00
EQUITY ONE, INC. 1508 MARCY CIRCLE SAVANNAH GA 31406 110731 68000.00
EQUITY ONE, INC. 64-A MCGEE ROAD SEALE AL 36875 160729 88000.00
EQUITY ONE, INC. 289 SLATER ROAD NEW BRITIAN CT 6053 160705 80000.00
EQUITY ONE, INC. RT 4 BOX 281 J WINNSBORO SC 29180 111105 44000.00
EQUITY ONE, INC. 1102 EAST 50 NORTH HEBER CITY UT 84032 161023 118400.28
EQUITY ONE, INC. ROUTE 127 BOX 146 GEORGETOWN ME 4548 261226 72000.00
EQUITY ONE, INC. RR4 BOX 468 GEORGETOWN DE 19947 120102 60000.00
EQUITY ONE, INC. BLOCK 1807 LOT 91 JEFFERSO EGG HARBOR NJ 8232 270115 133800.00
EQUITY ONE, INC. 303 BROAD STREET HAINESPORT NJ 8036 261227 100000.00
EQUITY ONE, INC. 12 POCOHANTAS ROAD HI NELLA NJ 8083 270106 70000.00
EQUITY ONE, INC. 151 40TH STREET BRIGANTINE NJ 8203 111230 40000.00
EQUITY ONE, INC. 139 PATTY BOWKER ROAD TABERNACLE NJ 8088 270102 158000.00
EQUITY ONE, INC. 16 WELDON STREET JERSEY CITY NJ 7306 270102 33750.00
EQUITY ONE, INC. RR 165 P HARRISVILLE-RICHW MULLICA HILL NJ 8062 270108 120000.00
EQUITY ONE, INC. 120 FIFIELD AVE NORTHFIELD NJ 8225 270123 101250.00
EQUITY ONE, INC. 104 KRESSON ROAD CHERRY HILL NJ 8034 270124 84000.00
EQUITY ONE, INC. 311 SWEDESBORO ROAD HARRISON NJ 8062 120124 148800.00
EQUITY ONE, INC. 9709 MONMOUTH AVE UNIT C3 MARGATE NJ 8402 270124 45600.00
EQUITY ONE, INC. 2102 HIGHWAY J RICHFIELD WI 53076 220101 100750.00
EQUITY ONE, INC. 2105 BAYNARD BLVD WILMINGTON DE 19802 270102 159920.00
EQUITY ONE, INC. 462 WOODWARD AVE NEW HAVEN CT 6512 260909 88000.00
EQUITY ONE, INC. 215 BLUFF RD GREENWOOD SC 29646 60916 61856.00
EQUITY ONE, INC. 87 CLEARFIELD DR MERIDEN CT 6450 260621 153600.00
EQUITY ONE, INC. 1947 HAYNES BIRMINGHAM MI 48009 160911 73000.00
EQUITY ONE, INC. PO BOX 498 NAPLES ME 4055 260806 239000.00
EQUITY ONE, INC. HC 77 BOX 343 HANCOCK ME 4640 161106 46400.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 320687.65 961220 3097.93 69.25 N 55 0.10750 1 1 0.0050
EQUITY ONE, INC. 51746.51 961226 580.33 55.26 O 1 0.10500 1 3 0.0050
EQUITY ONE, INC. 115684.92 970103 1017.13 69.88 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 92567.62 970102 779.64 80.00 O 4 0.09490 1 1 0.0050
EQUITY ONE, INC. 134548.25 970103 1085.27 50.94 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 119649.73 970105 944.04 68.77 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 69897.67 970111 656.22 79.10 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 86392.51 970106 823.58 65.57 N 4 0.10990 2 3 0.0050
EQUITY ONE, INC. 99708.11 970116 786.70 78.74 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 103267.20 970116 908.29 75.00 O 5 0.10000 2 1 0.0050
EQUITY ONE, INC. 109765.39 970116 985.71 66.67 O 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 34587.01 970113 397.59 62.50 N 51 0.10990 2 3 0.0050
EQUITY ONE, INC. 80722.47 970113 644.47 75.00 N 1 0.08875 1 1 0.0050
EQUITY ONE, INC. 154650.66 970116 1359.09 78.94 N 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 88777.63 970123 748.36 71.20 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 209423.95 970123 1827.40 70.00 O 1 0.09900 2 3 0.0050
EQUITY ONE, INC. 106089.42 970123 837.05 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 86845.54 970120 723.95 74.58 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 113201.56 970102 914.05 79.44 O 6 0.09000 1 1 0.0050
EQUITY ONE, INC. 77783.33 961215 627.04 72.90 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 67663.75 961226 687.62 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 56136.26 970118 514.54 75.00 O 1 0.10500 2 3 0.0050
EQUITY ONE, INC. 38404.34 961222 419.78 68.75 O 52 0.12500 1 1 0.0050
EQUITY ONE, INC. 129597.73 970105 1297.71 65.00 N 53 0.11250 2 1 0.0050
EQUITY ONE, INC. 76313.60 970105 699.77 71.50 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 187283.72 970104 1511.34 78.99 O 1 0.08990 2 3 0.0050
EQUITY ONE, INC. 83766.64 970104 675.28 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 58675.09 970111 559.62 47.58 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 79741.45 970112 783.51 53.33 N 64 0.10990 2 1 0.0050
EQUITY ONE, INC. 94084.34 970127 793.09 79.93 O 5 0.09500 1 1 0.0050
EQUITY ONE, INC. 107585.81 970120 1057.74 60.00 N 64 0.10990 2 1 0.0050
EQUITY ONE, INC. 119720.81 970123 944.04 75.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 115611.80 960608 932.52 72.50 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 52760.69 960826 543.33 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 36617.45 961020 344.88 78.72 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 64485.53 961110 674.34 88.54 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 44049.47 961024 387.56 88.40 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 33820.38 960728 365.48 34.65 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 48926.35 961024 506.83 37.59 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 75567.32 961023 597.89 75.25 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 106777.45 961130 861.78 78.25 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 76596.46 961122 826.30 19.02 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 75431.65 960707 610.97 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 131137.51 961009 1061.14 80.00 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 67471.52 960919 622.02 85.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 54372.47 960831 576.35 76.71 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 147944.13 961102 1321.53 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 61722.43 960811 532.67 68.89 N 5 0.09750 2 1 0.0050
EQUITY ONE, INC. 413499.74 961023 3568.93 67.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 66225.29 960831 689.66 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 86434.62 960829 777.66 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 78683.69 960805 694.25 65.04 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 43244.98 961205 458.84 59.46 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 117282.23 961123 1046.31 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 71832.50 970126 566.42 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 59212.86 970202 617.52 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 132022.74 970215 1149.55 70.42 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 99800.92 970127 840.85 67.34 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 69873.31 970206 613.78 80.46 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 39152.20 970130 417.45 72.73 O 4 0.09490 1 1 0.0050
EQUITY ONE, INC. 156934.96 970202 1445.29 65.29 O 1 0.10500 2 3 0.0050
EQUITY ONE, INC. 33708.56 970203 340.68 37.50 O 51 0.11750 1 3 0.0050
EQUITY ONE, INC. 119744.07 970208 1075.32 69.57 O 1 0.10250 2 3 0.0050
EQUITY ONE, INC. 99885.06 970223 813.95 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 83804.56 970224 660.83 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 147173.60 970224 1487.18 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 45454.72 970224 425.67 69.09 N 4 0.10750 1 3 0.0050
EQUITY ONE, INC. 100410.22 970201 969.30 65.00 N 64 0.10750 2 1 0.0050
EQUITY ONE, INC. 159662.44 970202 1462.85 78.01 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 87575.32 961009 692.29 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 59115.24 961016 775.22 50.29 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 151339.52 960721 1153.94 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 71803.08 961011 645.11 60.83 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 238086.60 960906 1880.21 77.10 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 46004.71 961206 410.04 80.00 O 1 0.08750 2 1 0.0050
</TABLE>
Page 7
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 81045 GATCOMB DEWEY W GATCOMB MARSHA J
EQUITY ONE, INC. 81046 KELLEHER SUSANNAH HAWKES
EQUITY ONE, INC. 81048 WILSON JAMES R WILSON SANDRA D
EQUITY ONE, INC. 81050 CHISHOLM ANGELA R
EQUITY ONE, INC. 81051 PEAKE ELAINE H PEAKE GREGORY
EQUITY ONE, INC. 81052 BROCK BRIAN K
EQUITY ONE, INC. 81053 BELCHER JAMES W BELCHER MARGARET E
EQUITY ONE, INC. 81059 PICKETT BURLE D
EQUITY ONE, INC. 81060 ALLEN STEPHEN ALLEN DEBRA
EQUITY ONE, INC. 81064 BRANCH BONNIE
EQUITY ONE, INC. 81071 BARBATO CHARLES A
EQUITY ONE, INC. 81074 FARRAR STUART FARRAR JACQUELIN
EQUITY ONE, INC. 81075 APOSHIAN DAVID
EQUITY ONE, INC. 81079 SALAHUDDIN AHMED
EQUITY ONE, INC. 81082 BECK RICHARD BECK MATTIE
EQUITY ONE, INC. 81083 PECK MARTIN P
EQUITY ONE, INC. 81084 SPELLINGS TROY L SPELLINGS ALECIA
EQUITY ONE, INC. 81085 MCCLEARY JAMES MCCLEARY BARBARA
EQUITY ONE, INC. 81087 HARTKEMEYER WILLIAM E HARTKEMEYER DARLENE
EQUITY ONE, INC. 81088 WILLIAMS UNA
EQUITY ONE, INC. 81099 PASTURSEI WILLIAM D
EQUITY ONE, INC. 81147 WILLIAMS ROBERT M WILLIAMS JUDITH J
EQUITY ONE, INC. 81154 CATALDO LUCINDA M
EQUITY ONE, INC. 81157 MROZINSKI STEVEN J MROZINSKI YVONNE
EQUITY ONE, INC. 81159 RATCLIFFE JOHN L RATCLIFFE BARBARA A
EQUITY ONE, INC. 81160 ROLLINS RONNIE W ROLLINS TINA
EQUITY ONE, INC. 81162 WALSH THOMAS G WALSH CAROL
EQUITY ONE, INC. 81206 HUTCHINS CHRIS HUTCHINS JULIE
EQUITY ONE, INC. 81207 ROLAND DARRELL E
EQUITY ONE, INC. 81208 NEGRON KAREN M NEGRON RAFAEL E
EQUITY ONE, INC. 81221 WEBB GEORGE WEBB VERNELL
EQUITY ONE, INC. 81224 HARTLEY THOMAS E HARTLEY VIRGINIA
EQUITY ONE, INC. 81226 CABRERA MINERVA CABRERA LUIS A
EQUITY ONE, INC. 81230 PILONE BRENDA
EQUITY ONE, INC. 81231 HICKMAN JASON HICKMAN DOROTHY
EQUITY ONE, INC. 81253 FRICKER KAREN L
EQUITY ONE, INC. 81257 SALTZMAN WILLIAM
EQUITY ONE, INC. 81265 WEST DOUG A DONNON GLORIA O
EQUITY ONE, INC. 81304 CACCAMO BARBARA J
EQUITY ONE, INC. 81305 CARELTON KATHY L
EQUITY ONE, INC. 81314 VILLARI PAUL VILLARI HELEN
EQUITY ONE, INC. 81315 CLANCY ROBERT CLANCY CATHERINE
EQUITY ONE, INC. 81319 TSEYTIN LAZAR TSEYTIN MICHAEL
EQUITY ONE, INC. 81336 FLY STANLEY M FLY EVE S
EQUITY ONE, INC. 81376 RIDGE MICHAEL RIDGE KATHLEEN
EQUITY ONE, INC. 81412 CONROY SUSAN A
EQUITY ONE, INC. 81414 DOCCHIO VICTOR DOCCHIO PAUL
EQUITY ONE, INC. 81421 POND JIMMY POND JOANNE
EQUITY ONE, INC. 81422 TUCKER GERTRUDE
EQUITY ONE, INC. 81438 BERKOWITZ STEVEN BERKOWITZ HELEN
EQUITY ONE, INC. 81439 STILLE DENNIS H STILLE MONICA D
EQUITY ONE, INC. 81471 WILLIAMS PATRICIA
EQUITY ONE, INC. 81488 BARING JOSEPH B BARING CARRIE M
EQUITY ONE, INC. 81505 JONES LORRAINE
EQUITY ONE, INC. 81535 MAJORS KEVIN R MAJORS SUE ANN
EQUITY ONE, INC. 81537 FRANKS MARILYN EVON
EQUITY ONE, INC. 81548 MEER THOMAS MEER KAREN
EQUITY ONE, INC. 81567 DABROWSKI STANISLAW DABROWSKI BARBARA
EQUITY ONE, INC. 81576 OSWALD MARK M OSWALD ERICA L
EQUITY ONE, INC. 81591 LOCKE EDWARD C
EQUITY ONE, INC. 81601 CHAPMAN CURTIS CHAPMAN BARBARA
EQUITY ONE, INC. 81609 BADA JOHN BADA GAIL E
EQUITY ONE, INC. 81622 FARDONE MARYANNE
EQUITY ONE, INC. 81633 MILLER RICHARD A
EQUITY ONE, INC. 81640 LEO JOSEPH D LEO MYRA A
EQUITY ONE, INC. 81646 SOTTILE MICHAEL W
EQUITY ONE, INC. 81679 QUINONES RUTILIO QUINONES ANTOINETTE
EQUITY ONE, INC. 81690 MANCUSO CARMINE
EQUITY ONE, INC. 81691 CORREA CAROL
EQUITY ONE, INC. 81693 ARBELO HECTOR ARBELO ROSE
EQUITY ONE, INC. 81697 FIRPO KENNETH M MARTINEZ MARTHA J
EQUITY ONE, INC. 81702 SHARP JOSEPH
EQUITY ONE, INC. 81719 PEREZ AGAPITO PEREZ ELBA
EQUITY ONE, INC. 81737 CAMMARANO RICHARD J
EQUITY ONE, INC. 81744 FRANKE DANIELLE R
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. HC 77 BOX 343 HANCOCK ME 4640 261106 66750.00
EQUITY ONE, INC. 28 BOW STREET BEVERLY MA 1915 160909 114800.00
EQUITY ONE, INC. 150 WOODWINDS TRAIL UNION SC 29379 110628 41600.00
EQUITY ONE, INC. RT 1 BOX 1154 GREAT FALLS SC 29055 261001 40400.00
EQUITY ONE, INC. 346 BLUE RIDGE RD UNION SC 29379 110805 50400.00
EQUITY ONE, INC. 317 N BOYCE STREET UNION SC 29379 110910 33575.00
EQUITY ONE, INC. 216 RIVER FOREST DRIVE INMAN SC 29349 261028 75225.00
EQUITY ONE, INC. 4316 100 STREET URBANDALE IA 50322 261106 88000.00
EQUITY ONE, INC. 319 ALLENDALE LANE SEVIERVILLE TN 37876 161016 92421.26
EQUITY ONE, INC. 4641 N KENNETH CHICAGO IL 60630 260715 111000.00
EQUITY ONE, INC. 4 MILFORD STREET BOSTON MA 2110 220113 315000.00
EQUITY ONE, INC. RFD 3 BOX 761B BANGOR ME 4401 161201 53600.00
EQUITY ONE, INC. 149 NORFOLK STREET CAMBRIDGE MA 2139 261126 127000.00
EQUITY ONE, INC. 122 THAYER AVE ATLANTA GA 30315 261029 48800.00
EQUITY ONE, INC. 15108 COUNTY ROAD 91 ELBERTA AL 36530 111127 54394.00
EQUITY ONE, INC. 48230 GYDE ROAD CANTON MI 48187 161120 66000.00
EQUITY ONE, INC. 1404 CRESTVIEW CIRCLE LENIOR CITY TN 37772 160702 100000.00
EQUITY ONE, INC. 323 RICHMOND AVE KNOXVILLE TN 37921 111211 55600.00
EQUITY ONE, INC. 905 ROWLEY STREET WALKER IA 52352 261120 96800.00
EQUITY ONE, INC. PO BOX 27135 WEST HAVEN CT 6516 110716 80800.00
EQUITY ONE, INC. 207 E JUSTIS STREET WILMINGTON DE 19804 270113 88000.00
EQUITY ONE, INC. 4310 CASLTEWOOD PARKWAY COLUMBUS GA 31907 170121 102400.00
EQUITY ONE, INC. 684-686 MAIN STREET BROCKTON MA 2401 220120 56000.00
EQUITY ONE, INC. 18706 OHARA ROAD HEMLOCK MI 48626 161021 74400.00
EQUITY ONE, INC. 3839 GLEN ELLEN DRIVE DES MOINES IA 50317 261120 76950.00
EQUITY ONE, INC. 143 SHORT STREET UNION SC 29379 160514 58400.00
EQUITY ONE, INC. 235 MOONSHADOW COURT ROSWELL GA 30075 111203 70000.00
EQUITY ONE, INC. 10017 SMOKEY ROW ROAD STRAWBERRY TN 37871 261202 63000.00
EQUITY ONE, INC. 319 SMALLWOOD DRIVE CHAPIN SC 29036 170201 130900.00
EQUITY ONE, INC. 55 MATTHIES STREET BEVERLY MA 1915 261206 140000.00
EQUITY ONE, INC. 9 FAIRVIEW DRIVE VOORHEES NJ 8047 170128 80000.00
EQUITY ONE, INC. 230 S GREEN STREET TUCKERTON NJ 8087 270203 84000.00
EQUITY ONE, INC. 3223 WEST MCLEAN AVE CHICAGO IL 60647 270203 79500.00
EQUITY ONE, INC. 1025 TRISTRAM CIRCLE MANTUA NJ 8051 270201 52000.00
EQUITY ONE, INC. 23 GENEVA AVE DEL HAVEN NJ 8251 270201 62000.00
EQUITY ONE, INC. 3607 BIRCH CIRCLE WILMINGTON DE 19808 270202 47250.00
EQUITY ONE, INC. 19 MYRTLE PLACE LAKEWOOD NJ 8701 270207 120000.00
EQUITY ONE, INC. 3851 BOARDWALK ATLANTIC CITY NJ 8401 270203 53700.00
EQUITY ONE, INC. 48 AVERY LYNN COURT FRANKLINVILLE NJ 8322 270207 140000.00
EQUITY ONE, INC. 43 BRIDGEWATER DRIVE MARLTON NJ 8053 270212 46900.00
EQUITY ONE, INC. 221 LILAC LANE CINNAMINSON NJ 8077 270218 116000.00
EQUITY ONE, INC. 95 LEHIGH AVE AVENEL NJ 7001 270213 100000.00
EQUITY ONE, INC. 27 PARKVIEW PLACE FAIR LAWN NJ 7410 120212 128000.00
EQUITY ONE, INC. 3808 WESLEY AVE 1ST OCEAN CITY NJ 8226 270215 364000.00
EQUITY ONE, INC. 18 GEORGETOWN COURT LINWOOD NJ 8221 170226 192000.00
EQUITY ONE, INC. 7 BROOK STREET LISBON ME 4250 261001 52500.00
EQUITY ONE, INC. 100 WINTHROP STREET NEW BRITAIN CT 60521 110430 80500.00
EQUITY ONE, INC. 134 JOHNNY SMITH LANE CLINTON TN 37716 160802 79200.00
EQUITY ONE, INC. RT 2 BOX 194 ROUND O SC 29474 120106 96000.00
EQUITY ONE, INC. 655 MASSAPOAG AVE SHARON MA 2067 170203 180750.00
EQUITY ONE, INC. 3814 YOUNG AVE RADCLIFFE IA 50230 270201 42800.00
EQUITY ONE, INC. 335 GIBSON RD LEXINGTON SC 29072 120205 56000.00
EQUITY ONE, INC. 3033 W EGGERT PLACE MILWAUKEE WI 53209 120207 36800.00
EQUITY ONE, INC. 455 ROBINSON DRIVE WILMINGTON DE 19801 270210 50000.00
EQUITY ONE, INC. 205 S STORY STREET BOONE IA 50036 270205 65200.00
EQUITY ONE, INC. 2564 PEYTON WOODS TRAIL ALTANTA GA 30311 120211 70000.00
EQUITY ONE, INC. 506 S SILVER LAKE STREET OCONOMOWOL WI 53066 270214 142400.00
EQUITY ONE, INC. 1596 PARTRIDGE AVE TOMS RIVER NJ 8753 120205 68400.00
EQUITY ONE, INC. 357 57TH COURT W DESMOINES IA 50266 270217 116000.00
EQUITY ONE, INC. 145 COMMERCIAL STREET #6 BRAINTREE MA 2184 170214 35200.00
EQUITY ONE, INC. 149 SLATE DRIVE TRUSSVILLE AL 35173 120224 52000.00
EQUITY ONE, INC. 15 WILBURT STREET PEMBERTON NJ 8068 120219 100000.00
EQUITY ONE, INC. 1 DOGWOOD DRIVE BURLINGTON NJ 8016 270228 187500.00
EQUITY ONE, INC. 12 HINGSTON AVE EGG HARBOR NJ 8234 270306 50000.00
EQUITY ONE, INC. 1512 BINDER LANE WILMINGTON DE 19805 270321 74400.00
EQUITY ONE, INC. 3 COLUMBUS DRIVE PITTSGROVE NJ 8344 270314 120000.00
EQUITY ONE, INC. 610 SUNSET ROAD BURLINGTON NJ 8016 270228 140800.00
EQUITY ONE, INC. 387 KING FISHER ROAD TUCKERTON NJ 8087 270304 104000.00
EQUITY ONE, INC. 5027 TREMONT AVE EGG HARBOR NJ 8234 270310 70000.00
EQUITY ONE, INC. 49 MERCER STREET METUCHEN NJ 8840 120310 77000.00
EQUITY ONE, INC. 31 WEST AVE OLD BRIDGE NJ 8857 270307 104000.00
EQUITY ONE, INC. 851 RADIO ROAD LITTLE EGG HARNJ 8087 270310 51600.00
EQUITY ONE, INC. 4049 MOSS MILL ROAD HAMMONTON NJ 8037 270324 48500.00
EQUITY ONE, INC. 402 SCOTT AVE N CAPE MAY NJ 8204 270224 52500.00
EQUITY ONE, INC. 1000 COMMONWEALTH BLVD TOMS RIVER NJ 8757 270227 100500.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 66332.11 961206 585.77 75.00 N 1 0.10000 2 1 0.0050
EQUITY ONE, INC. 113505.77 961009 1014.49 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 40534.06 960728 434.40 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 40288.03 961101 324.78 73.45 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 49282.22 960905 503.72 76.95 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 32802.18 961010 350.60 71.44 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 75018.48 961128 674.09 85.00 O 1 0.10250 2 1 0.0050
EQUITY ONE, INC. 87628.67 961206 707.43 78.57 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC. 91313.14 961116 816.73 63.74 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 110252.96 960815 913.17 77.62 O 5 0.09250 2 1 0.0050
EQUITY ONE, INC. 314153.86 970213 3030.59 59.43 N 64 0.10750 2 1 0.0050
EQUITY ONE, INC. 53021.42 970101 516.89 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 125848.62 961226 1185.52 60.48 O 1 0.10750 2 3 0.0050
EQUITY ONE, INC. 48690.14 961129 427.99 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 53382.44 961227 551.37 71.57 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 65430.16 961220 626.02 75.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 98260.61 960802 883.71 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 54902.55 970111 597.14 82.99 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 96441.07 961220 778.17 77.44 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 78525.09 960816 819.04 62.15 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 87795.25 970213 692.30 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 101853.14 970221 987.50 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 55849.58 970220 538.77 70.00 N 64 0.10750 1 1 0.0050
EQUITY ONE, INC. 73708.02 961121 693.51 78.32 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 76807.18 961220 732.23 90.00 O 1 0.10990 2 1 0.0050
EQUITY ONE, INC. 56998.45 960614 525.44 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 68396.86 970103 751.80 58.33 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 62886.90 970102 552.40 82.89 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 130198.78 970301 1328.93 85.00 O 1 0.10750 2 1 0.0050
EQUITY ONE, INC. 139369.17 970106 1202.81 74.67 O 1 0.09750 1 1 0.0050
EQUITY ONE, INC. 79808.12 970228 812.18 66.95 N 1 0.10750 2 3 0.0050
EQUITY ONE, INC. 83812.04 970303 736.54 69.14 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 79315.00 970303 625.43 75.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 51906.64 970301 455.95 72.32 O 4 0.09990 1 1 0.0050
EQUITY ONE, INC. 61785.19 970301 589.97 78.48 N 1 0.10990 1 1 0.0050
EQUITY ONE, INC. 47193.19 970302 432.21 73.83 O 4 0.10500 1 3 0.0050
EQUITY ONE, INC. 119791.37 970307 944.04 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 53635.29 970303 490.81 65.09 O 4 0.10490 2 3 0.0050
EQUITY ONE, INC. 139756.59 970307 1101.38 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 46830.09 970312 394.02 60.91 O 4 0.09490 1 1 0.0050
EQUITY ONE, INC. 115844.42 970318 1017.13 80.00 N 1 0.09990 2 3 0.0050
EQUITY ONE, INC. 99886.05 970313 933.48 74.07 O 1 0.10750 1 1 0.0050
EQUITY ONE, INC. 127044.33 970312 1355.98 69.95 O 4 0.09750 1 3 0.0050
EQUITY ONE, INC. 363194.03 970315 2926.21 77.45 N 4 0.08990 1 1 0.0050
EQUITY ONE, INC. 191160.18 970326 1758.46 62.95 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 52375.08 961101 499.96 75.00 O 1 0.10990 1 3 0.0050
EQUITY ONE, INC. 77837.95 960530 902.36 70.00 O 5 0.10750 2 3 0.0050
EQUITY ONE, INC. 77973.36 960902 699.90 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 95041.43 970206 1016.99 64.78 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 179721.63 970303 1684.82 64.32 O 1 0.09500 1 3 0.0050
EQUITY ONE, INC. 42723.16 970301 375.28 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 55600.50 970305 610.37 80.00 O 1 0.10250 1 1 0.0050
EQUITY ONE, INC. 36448.45 970307 401.10 80.00 O 1 0.10250 2 1 0.0050
EQUITY ONE, INC. 49912.49 970310 393.35 69.44 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 65002.25 970305 524.14 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 69428.28 970311 699.61 76.09 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 142148.56 970314 1144.76 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 67635.68 970305 673.56 77.73 O 1 0.08500 1 1 0.0050
EQUITY ONE, INC. 115860.49 970317 1061.10 80.00 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 34757.25 970314 339.69 70.40 O 4 0.10000 1 1 0.0050
EQUITY ONE, INC. 51611.76 970324 550.87 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 98950.94 970319 1059.36 78.13 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 187235.45 970328 1610.91 75.00 O 1 0.09750 1 3 0.0050
EQUITY ONE, INC. 49967.88 970406 495.15 80.00 N 4 0.11500 1 1 0.0050
EQUITY ONE, INC. 74326.51 970421 625.60 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 119839.07 970414 1052.20 75.00 N 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 140558.18 970328 1183.92 79.10 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 103916.98 970404 951.33 71.72 O 1 0.10500 1 3 0.0050
EQUITY ONE, INC. 69884.20 970410 562.73 79.55 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 76378.98 970410 780.53 54.61 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 103860.52 970407 911.91 84.93 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 51537.93 970410 472.01 80.00 O 1 0.10500 1 3 0.0050
EQUITY ONE, INC. 48449.51 970424 399.00 69.29 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 52450.80 970324 451.06 70.00 N 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 100379.10 970327 919.31 89.73 O 1 0.10500 1 1 0.0050
</TABLE>
Page 8
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 81751 WEBB GEORGE WEBB VERNELL
EQUITY ONE, INC. 81755 PETLEV RONALD R PETLEV NATALIE B
EQUITY ONE, INC. 81758 GUSTAFSON BERTIL I GUSTAFSON MAJVOR M
EQUITY ONE, INC. 81759 JAGIELSKI JERZEY JAGIELSKI ALICJA
EQUITY ONE, INC. 81763 THOMPSON BRUCE R THOMPSON LINDA W
EQUITY ONE, INC. 81764 VOLZ STEVE VOLZ ROSE
EQUITY ONE, INC. 81774 MERRIWEATHER LAWRENCE
EQUITY ONE, INC. 81783 MARSHALL KENNETH C MARSHALL PATRICIA
EQUITY ONE, INC. 81785 PENDON ARLENE C PENDON ABRAHAM T
EQUITY ONE, INC. 81786 WEAVER HALL F
EQUITY ONE, INC. 81788 WILLIAMS LOIS C
EQUITY ONE, INC. 81798 HUGHES CHARLES R HUGHES VIRGINIA L
EQUITY ONE, INC. 81799 PICKLESIMER ERIC PICKLESIMER CORA
EQUITY ONE, INC. 81803 SMITH GREGORY L
EQUITY ONE, INC. 81816 YOUNG ARLO YOUNG JANICE
EQUITY ONE, INC. 81817 LINN JEFFREY L LINN PAMELA K
EQUITY ONE, INC. 81862 PRIOLEAU PETER PRIOLEAU ROZETTA
EQUITY ONE, INC. 81886 FEATHERSTONE JOHN D FEATHERSTONE GEORGANNE
EQUITY ONE, INC. 81895 BEAL WILLIAM E BEAL LINDA
EQUITY ONE, INC. 81901 DUFOUR DONALD P DUFOUR MICHELLE A
EQUITY ONE, INC. 81905 BALLARD JAMES E
EQUITY ONE, INC. 81906 BALLARD JAMES E
EQUITY ONE, INC. 81907 CALHOUN JAMES W CALHOUN ROSIA
EQUITY ONE, INC. 81908 CASTILLO ANTONIA CASTILLO JESUS
EQUITY ONE, INC. 81909 CLARK DIANE
EQUITY ONE, INC. 81910 COLEMAN RICHARD L COLEMAN SHERRY
EQUITY ONE, INC. 81911 COLLINS ESDELOR
EQUITY ONE, INC. 81912 COURTWRIGHT JAMES D COURTWRIGHT CONNIE
EQUITY ONE, INC. 81913 DUHADWAY ROBERT DUHADWAY JILLIAN
EQUITY ONE, INC. 81914 FULLER JACK M
EQUITY ONE, INC. 81915 GREWAL BALJINDER S GREWAL MOHINDER K
EQUITY ONE, INC. 81917 JOHNSON JAMES P
EQUITY ONE, INC. 81918 LAUNER COURTNEY D
EQUITY ONE, INC. 81919 LAUNER COURTNEY D LAUNER DONNETTA
EQUITY ONE, INC. 81921 MARIER LYNWOOD J
EQUITY ONE, INC. 81922 MARTENS ERIC H MARTENS TRACI
EQUITY ONE, INC. 81923 METOYER ARNOLD
EQUITY ONE, INC. 81924 MUDDY LAURENCE J
EQUITY ONE, INC. 81925 PAGE DEON D
EQUITY ONE, INC. 81927 SANDOVAL PETER SANDOVAL OLIVIA
EQUITY ONE, INC. 81928 SANTILLI MARGUERIT
EQUITY ONE, INC. 81929 SANTILLI MARGUERIT
EQUITY ONE, INC. 81930 SHEPHERD VALERIE V
EQUITY ONE, INC. 81931 STELLEMA STEPHEN C STELLEMA BETH
EQUITY ONE, INC. 81932 TAYLOR TYRONE TAYLOR ROSEANN
EQUITY ONE, INC. 81934 WATSON EARL
EQUITY ONE, INC. 81936 LYNN EMILY M LYNN MARCUS
EQUITY ONE, INC. 81939 MILLER MAVIS TATE DOROTHEA
EQUITY ONE, INC. 81947 SMITH MARYANN J SMITH GEORGE
EQUITY ONE, INC. 81964 CYR DANIEL K CYR IRENE M
EQUITY ONE, INC. 81988 BESSLER GREGORY J BESSLER DEBORAH S
EQUITY ONE, INC. 82010 KLEMP JIM R KLEMP SHIRLEY A
EQUITY ONE, INC. 82014 BOYD HAROLD
EQUITY ONE, INC. 82018 PACHECO DON
EQUITY ONE, INC. 82019 SCHUHMAN JON E SCHUHMAN LOYCE
EQUITY ONE, INC. 82020 SWANKE DAVID C
EQUITY ONE, INC. 82021 MESLOH RONALD V MESLOH CRYSTAL
EQUITY ONE, INC. 82024 WATSON JIMMIE E WATSON IRENE
EQUITY ONE, INC. 82025 STACK STEVEN T
EQUITY ONE, INC. 82031 FROST DOROTHY J FROST JACK
EQUITY ONE, INC. 82032 THOMAS DANIEL P THOMAS KATHY
EQUITY ONE, INC. 82033 SPENCER JERRY A
EQUITY ONE, INC. 82036 CHASE JONATHAN S CHASE ELIZABETH A
EQUITY ONE, INC. 82037 WONG RICHARD L WONG MONICA
EQUITY ONE, INC. 82041 YOUNG CLARENCE YOUNG ETTA T
EQUITY ONE, INC. 82042 BROOKS PATRICIA
EQUITY ONE, INC. 82084 TEYSSIER ROGER TEYSSIER BETTY
EQUITY ONE, INC. 82092 SOKOLOFF ERIC R
EQUITY ONE, INC. 82093 WILSON JOSEPH J WILSON KIRSTEN C
EQUITY ONE, INC. 82095 DITULLIO JOSEPH DITULLIO GAIL
EQUITY ONE, INC. 82120 WOERNER JOHN STEVEN WOERNER RENEE
EQUITY ONE, INC. 82133 MCDONNELL BRUCE
EQUITY ONE, INC. 82171 MEOLA PHYLLIS
EQUITY ONE, INC. 82193 PETERS RICHARD PETERS GLADYS
EQUITY ONE, INC. 82229 BURDETT RICHARD J BURDETT KATHLEEN T
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 311 EVESHAM ROAD VOORHEES NJ 8003 270227 95000.00
EQUITY ONE, INC. 4711 ATLANTIC AVE ATLANTIC CITY NJ 8401 270311 320000.00
EQUITY ONE, INC. 253 LONG SWAMP ROAD PLUMSTEAD NJ 8533 170311 231000.00
EQUITY ONE, INC. 746 DUNEDIN STREET TOMS RIVER NJ 8753 170313 77000.00
EQUITY ONE, INC. 139 BUTTER ROAD PALERMO NJ 8230 170314 110000.00
EQUITY ONE, INC. 33 ESSEX AVE ERIAL NJ 8081 270311 103000.00
EQUITY ONE, INC. 47 HERITAGE LANE FORDS NJ 8863 270319 104000.00
EQUITY ONE, INC. 1327 PLEASURE AVE UNIT 2 OCEAN CITY NJ 8226 270404 75000.00
EQUITY ONE, INC. 241 SCHUSSLER STREET SOUTH AMBOY NJ 8879 270401 70400.00
EQUITY ONE, INC. 3335 CENTRAL AVE OCEAN CITY NJ 8226 270321 190000.00
EQUITY ONE, INC. 221 110TH STREET STONE HARBOR NJ 8247 270326 98500.00
EQUITY ONE, INC. 108 DELAWARE AVE HARRINGTON DE 19952 270224 56000.00
EQUITY ONE, INC. 1884 KENTUCKY HIGHWAY 201 SITKA KY 41255 270226 72863.00
EQUITY ONE, INC. 204 W PARK STREET POPLAR GROVE IL 61065 170224 84000.00
EQUITY ONE, INC. 434 NEWTON ROAD MADRID IA 50156 270219 80000.00
EQUITY ONE, INC. 2500 INDIANA AVE SIOUX CITY IA 51106 120221 51600.00
EQUITY ONE, INC. 2221 SANTEE RIVER ROAD ST STEPHAN SC 29479 120303 66375.00
EQUITY ONE, INC. 123 S 5TH STREET WINTERSET IA 50273 270228 50400.00
EQUITY ONE, INC. 406 LAUREL COURT LANCASTER SC 29700 110423 51200.00
EQUITY ONE, INC. 423 COLLEGE ROAD GREENE ME 4236 261231 81200.00
EQUITY ONE, INC. 2850 SHADOW WOOD DRIVE HOLT MI 48842 260410 41175.00
EQUITY ONE, INC. 2850 SHADOW WOOD DRIVE HOLT MI 48842 260410 44925.00
EQUITY ONE, INC. 3550 W CERMAK CHICAGO IL 60623 261025 45000.00
EQUITY ONE, INC. 3839 S CAMPBELL ST CHICAGO IL 60632 110918 41000.00
EQUITY ONE, INC. 921 WEST LENAWEE LANSING MI 48915 260607 51657.00
EQUITY ONE, INC. 919 NORTH OAKLAND ST ST JOHNS MI 48879 260909 92053.82
EQUITY ONE, INC. 739 VIOLET LN MATTESON IL 60443 260815 68625.00
EQUITY ONE, INC. 2137 UNION STREET SE GRAND RAPIDS MI 49507 260722 67500.00
EQUITY ONE, INC. 713 3RD AVENUE AIMA MI 48801 260502 101250.00
EQUITY ONE, INC. 1601 FREEMAN STREET OWOSSO MI 48908 260528 34621.93
EQUITY ONE, INC. 41 SURREY DRIVE GLEN ELLYN IL 60137 260529 85600.00
EQUITY ONE, INC. 1510 DEYO STREET JACKSON MI 49203 260530 31500.00
EQUITY ONE, INC. 9561 WEST BEARD RD LAINGSBURG MI 48848 260610 48509.60
EQUITY ONE, INC. 9561 WEST BEARD RD LAINGSBURG MI 48848 260610 32000.00
EQUITY ONE, INC. 3014 GREENBELT DRIVE LANSING MI 48911 260605 47249.65
EQUITY ONE, INC. 1600 LANSING STREET ST JOHNS MI 48879 260601 40000.00
EQUITY ONE, INC. 216 SOUTH BUTLER LANSING MI 48915 260701 33750.00
EQUITY ONE, INC. 2828 BEGOLE FLINT MI 48504 260419 30320.00
EQUITY ONE, INC. 6511 S CLAREMONT CHICAGO IL 60636 260724 40000.00
EQUITY ONE, INC. 8723 S BUFFALO AVE CHICAGO IL 60617 261025 71200.00
EQUITY ONE, INC. 3911 LEEWARD HANOVER PARK IL 60103 260628 46400.00
EQUITY ONE, INC. 3911 LEEWARD LN HANOVER PARK IL 60103 260624 50250.00
EQUITY ONE, INC. 1210 DRYO STREET JACKSON MI 49201 110601 37000.00
EQUITY ONE, INC. 328 GLENHAVEN NW GRAND RAPIDS MI 49504 260917 74789.04
EQUITY ONE, INC. 18209 KOSTNER COUNTRY CLUB IL 60478 111119 56000.00
EQUITY ONE, INC. 7851 S SHORE DR CHICAGO IL 60649 261223 49000.00
EQUITY ONE, INC. 4914 CANYON TRAIL LANSING MI 48917 270115 117607.00
EQUITY ONE, INC. 111 ADAM STREET HARTFORD CT 6112 260802 55240.00
EQUITY ONE, INC. 161 IRON STREET LEDYARD CT 63391 110918 53332.00
EQUITY ONE, INC. 183 WEST BATES STREET AUBURN ME 4210 270304 62400.00
EQUITY ONE, INC. 124 CEDAR AVE MORTON IL 61550 120310 103500.00
EQUITY ONE, INC. 145 BRENTWOOD DRIVE NE CEDAR RAPID IA 52402 120303 77000.00
EQUITY ONE, INC. 87 WILVANT ROAD PROSPERITY SC 29127 120310 32000.00
EQUITY ONE, INC. 6936 SO BEARGRASS RD WEST JORDAN UT 84084 260515 93500.00
EQUITY ONE, INC. 90 EAST 100 NORTH MT PLEASANT UT 84647 260604 109494.00
EQUITY ONE, INC. 747 27TH STREET NO. 1 OGDEN UT 84403 260731 64000.00
EQUITY ONE, INC. 1055 24TH STREET OGDEN UT 84401 260614 73422.00
EQUITY ONE, INC. 7050 FAIRMONT DRIVE COLUMBIA SC 29209 120312 54000.00
EQUITY ONE, INC. 503 OAK AVE AURORA IL 60506 270308 84800.00
EQUITY ONE, INC. 5674 SO BULLION STREET MURRAY UT 84123 260501 122290.00
EQUITY ONE, INC. 2377 SOUTH 400 WEST CLEARFIELD UT 84015 261101 72973.00
EQUITY ONE, INC. 2197 E PARISH ROAD KAWKAWLIN MI 48634 270314 80000.00
EQUITY ONE, INC. OFF GENERAL TURNER ROAD TURNER ME 4282 270312 112800.00
EQUITY ONE, INC. 3615 EAST AURORA CIRCLE SALT LAKE CITY UT 84124 260601 132000.00
EQUITY ONE, INC. 103 PAWNEE DRIVE GEORGETOWN SC 29440 120314 83625.00
EQUITY ONE, INC. 1769 WILLIAMSBURG CIRCLE FLORENCE SC 29506 120312 36800.00
EQUITY ONE, INC. 188 STAFFORD FORGE ROAD EAGLESWOOD NJ 8092 270327 105600.00
EQUITY ONE, INC. 11 THOMAS AVE RIVERTON NJ 8077 270401 144000.00
EQUITY ONE, INC. 35 W 1ST AVE WEST DEPTFORD NJ 8051 270401 67500.00
EQUITY ONE, INC. 8 TARLTON COURT MANTUA NJ 8051 270401 130000.00
EQUITY ONE, INC. 103 N SUMNER AVE MARGATE NJ 8402 270423 153800.00
EQUITY ONE, INC. 115 LEEDS POINT ROAD GALLOWAY TWP NJ 8220 270321 84000.00
EQUITY ONE, INC. 139 MAPLE AVE UNIT 103 RAHWAY NJ 7065 270424 86000.00
EQUITY ONE, INC. 189 PARK AVE EAST ORANGE NJ 7018 270326 85000.00
EQUITY ONE, INC. 51 MILES ROAD CLAYMONT DE 19703 120422 75000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 94928.14 970327 886.81 69.60 N 1 0.10750 2 3 0.0050
EQUITY ONE, INC. 319709.59 970411 2784.61 53.33 O 1 0.09900 2 1 0.0050
EQUITY ONE, INC. 230237.10 970411 1968.27 71.08 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 76617.24 970413 656.09 53.10 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 109458.08 970414 937.27 75.86 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 102868.20 970411 773.80 76.30 O 1 0.08250 1 1 0.0050
EQUITY ONE, INC. 103879.89 970419 818.17 80.62 O 4 0.08750 2 1 0.0050
EQUITY ONE, INC. 74929.73 970504 644.37 68.18 O 4 0.09750 1 1 0.0050
EQUITY ONE, INC. 70318.69 970501 553.84 78.22 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 189717.42 970421 1597.62 73.64 O 4 0.09500 1 3 0.0050
EQUITY ONE, INC. 98373.95 970426 740.00 49.25 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 55902.64 970324 440.55 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 72794.73 970326 626.01 77.51 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 83654.46 970324 796.75 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 79867.65 970319 643.12 79.21 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 51326.02 970321 523.05 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 66022.56 970403 672.82 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 50328.90 970328 433.01 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 49272.52 960523 496.71 78.17 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 81020.20 970131 653.35 60.15 O 5 0.09000 2 1 0.0050
EQUITY ONE, INC. 41094.99 960525 376.65 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 44834.91 960525 410.94 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 44881.65 961125 411.64 56.96 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 40187.75 961018 440.34 29.18 O 5 0.09990 2 1 0.0050
EQUITY ONE, INC. 51245.35 960707 472.54 86.24 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 91667.79 961009 723.90 86.84 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 68401.87 960915 640.61 75.00 O 1 0.10750 2 3 0.0050
EQUITY ONE, INC. 67258.25 960822 567.58 73.45 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 100878.89 960622 926.17 75.00 O 1 0.10500 2 3 0.0050
EQUITY ONE, INC. 34272.95 960628 356.13 81.46 O 1 0.12000 2 1 0.0050
EQUITY ONE, INC. 85028.13 960629 704.21 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 31076.96 960630 314.35 63.13 O 1 0.11600 2 1 0.0050
EQUITY ONE, INC. 48232.35 960710 443.74 71.34 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 31870.91 960710 280.83 78.05 N 1 0.10000 2 1 0.0050
EQUITY ONE, INC. 46974.51 960705 432.22 89.15 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 39952.92 960724 368.89 77.07 O 1 0.10600 2 1 0.0050
EQUITY ONE, INC. 33591.70 960801 311.26 67.64 O 1 0.10600 2 1 0.0050
EQUITY ONE, INC. 29951.59 960519 243.96 80.00 O 1 0.09000 2 1 0.0050
EQUITY ONE, INC. 39896.62 960824 343.67 75.47 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 70948.45 961125 585.74 67.81 O 5 0.09250 2 1 0.0050
EQUITY ONE, INC. 45890.74 960728 424.10 41.06 O 1 0.10490 2 1 0.0050
EQUITY ONE, INC. 49759.38 960724 497.63 75.00 N 1 0.11500 2 1 0.0050
EQUITY ONE, INC. 35906.32 960701 386.36 61.67 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 74688.73 961017 655.77 81.29 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 54913.40 961219 593.24 80.00 N 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 48751.24 970123 439.09 79.67 O 1 0.10250 2 1 0.0050
EQUITY ONE, INC. 117109.06 970215 988.90 46.86 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 55076.39 960902 484.36 67.37 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 51972.21 961018 533.02 57.35 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 62334.98 970404 513.34 75.18 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 102778.33 970410 1144.09 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 76411.96 970403 804.05 68.75 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 31917.33 970410 329.34 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 93126.01 960615 819.84 79.57 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 108995.84 960704 920.69 81.11 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 63554.21 960831 514.96 72.73 O 1 0.09000 2 1 0.0050
EQUITY ONE, INC. 73069.13 960714 671.63 77.29 O 1 0.10500 2 3 0.0050
EQUITY ONE, INC. 53707.04 970412 539.70 79.41 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 84706.82 970408 681.71 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 121559.82 960601 918.73 80.99 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 72799.66 961201 626.95 79.32 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 79883.83 970414 658.14 48.48 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 112676.06 970412 906.80 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 130946.97 960701 1109.93 55.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 83171.31 970414 835.79 72.09 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 36617.56 970412 389.85 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 105471.61 970427 811.97 75.97 O 1 0.08500 1 1 0.0050
EQUITY ONE, INC. 143857.78 970501 1210.83 75.79 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 67466.80 970501 567.58 75.00 O 1 0.09500 1 1 0.0050
EQUITY ONE, INC. 129833.28 970501 976.65 73.03 O 1 0.08250 1 1 0.0050
EQUITY ONE, INC. 153731.82 970523 1348.57 75.02 O 1 0.09990 2 3 0.0050
EQUITY ONE, INC. 83951.58 970421 863.39 76.36 N 1 0.11990 1 1 0.0050
EQUITY ONE, INC. 85961.87 970524 754.08 79.63 O 4 0.09990 1 1 0.0050
EQUITY ONE, INC. 84932.14 970426 777.53 73.91 N 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 74801.63 970522 760.25 52.82 O 1 0.08990 2 1 0.0050
</TABLE>
Page 9
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 82243 LOPEZ ANGEL F LOPEZ LILIA F
EQUITY ONE, INC. 82274 MATTINGLY JAMES W MATTINGLY JULIA H
EQUITY ONE, INC. 82275 CARPENTER WILLIAM E CARPENTER LUCY
EQUITY ONE, INC. 82276 ABSHIRE TRUDY ABSHIRE JACK
EQUITY ONE, INC. 82277 MEEK CHARLES R MEEK THELMA R
EQUITY ONE, INC. 82290 GLENN OTIS
EQUITY ONE, INC. 82291 IRWIN RAE O
EQUITY ONE, INC. 82292 DODD CECELIA
EQUITY ONE, INC. 82311 SANDERS JUDITH A SANDERS CHARLES W
EQUITY ONE, INC. 82335 DELLINGER LEANN C DELLINGER BRIAN
EQUITY ONE, INC. 82348 GREGORY KATHRYN C
EQUITY ONE, INC. 82349 GRIER ROBERT L GRIER BRENDA
EQUITY ONE, INC. 82351 HOWARD EDWARD W HOWARD DEBORAH
EQUITY ONE, INC. 82366 MITCHELL WILLIAM E MITCHELL LAURA
EQUITY ONE, INC. 82369 MORRISON GREGORY MORRISON REBA
EQUITY ONE, INC. 82373 PUCKETT JAMES A PUCKETT BARBARA
EQUITY ONE, INC. 82375 RAMSEY MARTHA B RAMSEY JERRY
EQUITY ONE, INC. 82381 STROUD DWIGHT R STROUD CAROLYN
EQUITY ONE, INC. 82384 TOLBERT JAMES A TOLBERT LOUISE
EQUITY ONE, INC. 82392 SKRZYPCZAK STEVEN SKRZYPCZAK DEBRA
EQUITY ONE, INC. 82404 ARONSON DOLORES M
EQUITY ONE, INC. 82413 FISHER HORACE N PARQUER ELEANOR
EQUITY ONE, INC. 82444 THOMAS GARY THOMAS LAURIE
EQUITY ONE, INC. 82461 BALDACHINO GERALD J
EQUITY ONE, INC. 82476 MORGAN CLARENCE MORGAN SALLY
EQUITY ONE, INC. 82477 WILLIAMS EDWARD J
EQUITY ONE, INC. 82482 DENNISON DAVID W DENNISON JOYCE
EQUITY ONE, INC. 82514 TUESCHER LEROY TUESCHER ALPHA
EQUITY ONE, INC. 82517 WILDES ALSTON WILDES GWEN
EQUITY ONE, INC. 82544 RAMSEY JOHNNY K RAMSEY LINDA A
EQUITY ONE, INC. 82562 GROSS DANIEL A GROSS MADELINE M
EQUITY ONE, INC. 82565 JENKINS MORRIS
EQUITY ONE, INC. 82578 WHITE LAWRENCE F WHITE LISA N
EQUITY ONE, INC. 82587 ARENZ CLEM ARENZ SUSAN
EQUITY ONE, INC. 82608 OLSEN CRAIG W OLSEN JEANNETTE
EQUITY ONE, INC. 82628 FELECIANO STEVEN
EQUITY ONE, INC. 82630 SLY CORY A SLY GERRI L
EQUITY ONE, INC. 82672 TINCH DESEAN
EQUITY ONE, INC. 82674 MCELHANNON DONALD E MCELHANNON SUSAN R
EQUITY ONE, INC. 82678 ROCCO JOSEPH C ROCCO MARYANN
EQUITY ONE, INC. 82697 DICKSON ARTHUR W DICKSON SHARON A
EQUITY ONE, INC. 82715 KELLY PATRICIA A
EQUITY ONE, INC. 82723 VINES WOODROW W VINES ALICE
EQUITY ONE, INC. 82739 CLARK GORDON L
EQUITY ONE, INC. 82742 KING BRUCE W
EQUITY ONE, INC. 82743 GRAYER CURTIS A
EQUITY ONE, INC. 82750 BUSH JAMES L BUSH NELL
EQUITY ONE, INC. 82766 AMBURG GARY AMBURG MARLENE
EQUITY ONE, INC. 82791 NEWCOMB GEORGE A
EQUITY ONE, INC. 82960 LOUDERBACK BARRY W LOUDERBACK LEONA D
EQUITY ONE, INC. 82990 PARKER DANIEL P PARKER SUE ANN
EQUITY ONE, INC. 82992 COLATRELLA VINCENT
EQUITY ONE, INC. 83122 ALTMAN MARTIN L ALTMAN LISA B
EQUITY ONE, INC. 83132 LLOYD MARY R
EQUITY ONE, INC. 83133 BENWAY PATRICIA A BENWAY CHRISTOPHER D
EQUITY ONE, INC. 83134 KEARNS DOROTHY
EQUITY ONE, INC. 83140 ROPER RAYMOND E ROPER EMILY J
EQUITY ONE, INC. 83148 MCGINN KATHY S
EQUITY ONE, INC. 83156 BRENNAN JOSEPH P
EQUITY ONE, INC. 83169 DOLAN MICHAEL DOLAN THERESA
EQUITY ONE, INC. 83423 FERESHETIAN STEVEN FERESHETIAN RICHARD C
EQUITY ONE, INC. 83439 WARREN ANGELA
EQUITY ONE, INC. 83463 PINKHAM ALAN R PINKHAM GAYLE A
EQUITY ONE, INC. 83469 MATEO LINDA A
EQUITY ONE, INC. 83563 MULLVILLE GERALD J MULLVILLE SUSANNE M
EQUITY ONE, INC. 83571 STARNES JOHN L STARNES KRISTI
EQUITY ONE, INC. 83594 LUSKY CHARLES A LUSKY BETH ANN
EQUITY ONE, INC. 83678 NEWMAN TOGE E NEWMAN MARSHA C
EQUITY ONE, INC. 83682 CULLIFER GARY E CULLIFER DONNA S
EQUITY ONE, INC. 83685 DELUCIA MICHELLE QUINN DENNIS
EQUITY ONE, INC. 83786 KOTELSKY JAMES F KOTELSKY DONNA J
EQUITY ONE, INC. 83788 TOWER THOMAS T TOWER DEBRA V
EQUITY ONE, INC. 83842 MORAN MICHAEL J MORAN DIANE K
EQUITY ONE, INC. 83845 TOWER THOMAS T
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 6 NORTH ST DAVIDS PLACE ATLANTIC CITY NJ 8401 270401 83000.00
EQUITY ONE, INC. 517 N MANTLE AVE ELIZABETHTOWN KY 42701 111216 51467.00
EQUITY ONE, INC. P.O. BOX 354 STAFFORDSVILLE KY 41256 260918 42929.00
EQUITY ONE, INC. RT 1 BOX 1022 LOUISA KY 41230 110807 62665.00
EQUITY ONE, INC. 1900 KY RT 1145 THEALKA KY 41240 60904 48670.00
EQUITY ONE, INC. 2301 WILLOW STREET COLUMBIA SC 29203 120318 48000.00
EQUITY ONE, INC. 1505 MANHATTAN STREET HOMEWOOD AL 35209 270321 72582.56
EQUITY ONE, INC. PO BOX 422 DOUBLE SPRING AL 35553 120321 55746.16
EQUITY ONE, INC. 13 RAINTREE DRIVE NEW CASTLE DE 19720 170321 84000.00
EQUITY ONE, INC. 4038 HIGHWAY 324 ROCK HILL SC 29732 111021 35000.00
EQUITY ONE, INC. 421 N JONES AVE ROCK HILL SC 29730 110703 48000.00
EQUITY ONE, INC. 1325 WASHINGTON ST LANCASTER SC 29720 110729 62861.78
EQUITY ONE, INC. 109 WRENFIELD COURT PIEDMONT SC 29673 110918 104000.00
EQUITY ONE, INC. 703 PENDAL ROAD INMAN SC 29349 110528 78561.00
EQUITY ONE, INC. 106 SPRUCE STREET GREENVILLE SC 29611 120102 42400.00
EQUITY ONE, INC. 1083 CHRISTOPHER CR ROCK HILL SC 29730 111015 56806.40
EQUITY ONE, INC. 205 KEYSTONE DR ANDERSON SC 29621 31203 42120.00
EQUITY ONE, INC. 4034 STONEY BROOK LN EDGEMOOR SC 29712 110813 55200.00
EQUITY ONE, INC. P.O. BOX 146 HODGES SC 29653 110909 62904.90
EQUITY ONE, INC. 131 SLATER HILL ROAD DAYVILLE CT 6241 120324 35000.00
EQUITY ONE, INC. 25 CHARLOTTE AVE HAMILTON NJ 8629 170128 42935.00
EQUITY ONE, INC. 114 W SPENCER AVE WILDWOOD NJ 8260 120321 62000.00
EQUITY ONE, INC. 7049 SE 32ND AVE DES MOINES IA 50317 270324 54474.00
EQUITY ONE, INC. 1 BARC LANE MILLSTONE NJ 7726 270319 169000.00
EQUITY ONE, INC. 6271 CENTRAL CHURCH ROAD DOUGLASVILLE GA 30135 170401 75000.00
EQUITY ONE, INC. 2831 WRIGHT DRIVE ATLANTA GA 30311 120401 77526.86
EQUITY ONE, INC. 1151 HWY 1596 BOONSCAMP KY 41204 70401 27427.18
EQUITY ONE, INC. 3915 E 32ND STREET DES MOINES IA 50317 120401 36000.00
EQUITY ONE, INC. 76 FAIRFAX STREET BANGOR ME 4401 270402 68000.00
EQUITY ONE, INC. RT 4 BOX 225 MONTICELLO KY 42633 170402 58400.00
EQUITY ONE, INC. 201 BRIAR MILLS DRIVE BRICK NJ 8724 270326 44400.00
EQUITY ONE, INC. 907 RUTLDGE AVE CHARLESTON SC 29403 270328 84000.00
EQUITY ONE, INC. 3 PILGRIM ROAD MEDFORD MA 2155 270319 172500.00
EQUITY ONE, INC. 1738 GREENFIELD AVE SHEBOYGAN WI 53082 170407 67365.46
EQUITY ONE, INC. 11 MEADOW LANE UNCASVILLE CT 6382 170428 96000.00
EQUITY ONE, INC. 16 ERICK ROAD UNIT 1A MANSFIELD MA 2048 270404 36000.00
EQUITY ONE, INC. 1822 MILLER DRIVE NILES MI 49120 270409 48000.00
EQUITY ONE, INC. 3516 CREIGHTON ROAD ATLANTA GA 30331 270418 61839.80
EQUITY ONE, INC. 119 SMITH LANE PELZER SC 29669 170414 50700.00
EQUITY ONE, INC. RD 2 BOX 243-18 MILTON DE 19968 170415 65000.00
EQUITY ONE, INC. 5015 COUNTRY CLUB BLVD DES MOINES IA 50312 270409 525000.00
EQUITY ONE, INC. 822 REAPER LANE COLUMBUS GA 31907 110813 57394.00
EQUITY ONE, INC. 5349 ROCKHURST DRIVE COLUMBUS GA 31907 60417 69953.00
EQUITY ONE, INC. 6200 OLDE TOWNE DRIVE COLUMBUS GA 31907 261016 70000.00
EQUITY ONE, INC. 70 LEE ROAD 578 SMITHS AL 36877 110930 32000.00
EQUITY ONE, INC. 95 BRADLEY COURT NEWNAN GA 30263 260911 36750.00
EQUITY ONE, INC. 1439 30TH STREET COLUMBUS GA 31904 110703 56216.00
EQUITY ONE, INC. 11 STOCKFORD AVE WILTON ME 4294 120421 56843.68
EQUITY ONE, INC. 15 PINE AVE LIVERMORE F ME 4254 170422 61600.00
EQUITY ONE, INC. 8 DEER TRACK LANE NEWARK DE 19711 170507 184000.00
EQUITY ONE, INC. 117 UPPER LAKEVIEW AVE RINGWOOD NJ 7456 270428 172000.00
EQUITY ONE, INC. 1602 SEA ISLAND DRIVE TOMS RIVER NJ 8753 270516 200000.00
EQUITY ONE, INC. 913 LAKESIDE DRIVE GEORGETOWN SC 29440 170501 52000.00
EQUITY ONE, INC. 4329 ARMOUR ROAD COLUMBUS GA 31904 70430 38176.39
EQUITY ONE, INC. 5 WINTER STREET MIDDLEBORO MA 2346 170430 85000.00
EQUITY ONE, INC. 54-56 WEST SELDEN STREET MATTAPAN MA 2126 270430 133200.00
EQUITY ONE, INC. 1361 SECESSIONVILLE ROAD CHARLESTON SC 29412 120430 65319.15
EQUITY ONE, INC. 17551 PROSPECT MELVINDALE MI 48122 270502 37500.00
EQUITY ONE, INC. 67-69 BRAYTON ROAD BRIGHTON MA 2135 270425 208000.00
EQUITY ONE, INC. 16 FINNEY ROAD NEW CASTLE DE 19720 270516 116000.00
EQUITY ONE, INC. 6 MAGNA ROAD METHUEN MA 1844 270430 90400.00
EQUITY ONE, INC. 18 WOODMAN WAY UNIT#20 NEWBURYPORT MA 1950 270430 31950.00
EQUITY ONE, INC. RR#1 BOX 200 NORTH ANSON ME 4958 270505 43925.00
EQUITY ONE, INC. 112-114 GREEN STREET LYNN MA 1902 270430 79000.00
EQUITY ONE, INC. 1240 DELAWARE AVE CAPE MAY NJ 8204 270502 111200.00
EQUITY ONE, INC. 840 OLD CEDAR CR YORK SC 29745 120307 129200.00
EQUITY ONE, INC. SMARTS HILL ROAD FRYEBURG ME 4037 120523 57000.00
EQUITY ONE, INC. 3218 GARRETSON AVE SIOUX CITY IA 51106 120425 76000.00
EQUITY ONE, INC. 4579 MAYO DRIVE COLUMBUS GA 31909 170430 68000.00
EQUITY ONE, INC. RR 1 BOX 5778 BROWNFIELD ME 4010 270121 102000.00
EQUITY ONE, INC. 135 WESTERVELT AVE NORTH PLAIN NJ 7060 270301 100000.00
EQUITY ONE, INC. 18 WEST TIMBER LANE MARMORA NJ 8223 120529 256000.00
EQUITY ONE, INC. 1909 WESLEY AVE OCEAN CITY NJ 8226 270528 425000.00
EQUITY ONE, INC. 195 CEDAR LANE WEST CAPE MAY CH NJ 8210 270528 124000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. 82967.02 970501 759.23 70.34 N 51 0.10500 2 1 0.0050
EQUITY ONE, INC. 50847.27 970116 537.43 76.82 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 42730.95 961018 345.11 60.46 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 61259.91 960907 626.31 63.30 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 46399.24 961004 629.78 72.64 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 47751.02 970418 494.01 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 72507.01 970421 597.12 74.83 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 55429.94 970421 540.82 85.76 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 83722.57 970421 715.74 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 33997.33 961121 397.59 23.33 O 1 0.10990 2 1 0.0050
EQUITY ONE, INC. 47237.99 960803 530.59 80.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 61097.52 960829 628.27 88.54 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 102383.88 961018 1085.99 69.80 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 75808.35 960628 773.62 52.37 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 42029.48 970202 442.75 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 55687.50 961115 567.75 54.10 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 39719.47 970103 710.17 48.41 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 53932.36 960913 551.70 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 61771.30 961009 656.87 86.77 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 34830.27 970424 375.89 34.31 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 42676.58 970228 414.05 42.94 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 61513.01 970421 638.10 71.26 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 54329.91 970424 437.92 64.09 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 168849.53 970419 1481.85 53.48 N 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 74892.95 970501 692.99 72.82 O 1 0.09375 2 1 0.0050
EQUITY ONE, INC. 77106.25 970501 774.84 62.02 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 27138.63 970501 343.74 41.56 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 35825.40 970501 386.64 78.98 O 1 0.09990 2 1 0.0050
EQUITY ONE, INC. 67962.78 970502 546.65 73.12 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 58218.85 970502 516.08 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 44317.12 970426 365.27 71.61 O 4 0.09250 1 1 0.0050
EQUITY ONE, INC. 83903.01 970428 660.82 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INC. 172320.47 970419 1419.11 58.08 O 1 0.09250 1 1 0.0050
EQUITY ONE, INC. 67282.91 970507 672.56 82.15 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 95851.64 970529 848.36 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 35972.78 970504 336.05 90.00 O 4 0.10750 1 1 0.0050
EQUITY ONE, INC. 47973.73 970509 385.87 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 61761.35 970518 487.01 82.45 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 50542.73 970514 448.04 63.38 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 64905.73 970515 595.31 46.43 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 524712.65 970509 4220.48 59.66 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 56013.86 960913 573.62 85.66 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 64689.18 960517 857.99 85.31 O 1 0.08250 2 1 0.0050
EQUITY ONE, INC. 69874.13 961116 653.43 70.00 O 5 0.10750 2 3 0.0050
EQUITY ONE, INC. 31585.33 961030 353.72 80.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INC. 36562.05 961011 356.93 75.00 N 1 0.11250 1 1 0.0050
EQUITY ONE, INC. 54743.86 960803 561.85 80.31 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 56690.05 970521 568.12 82.38 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 61504.81 970522 544.36 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 183706.54 970607 1596.79 79.31 O 1 0.08500 2 1 0.0050
EQUITY ONE, INC. 171915.40 970528 1446.27 76.44 O 1 0.09500 2 1 0.0050
EQUITY ONE, INC. 200000.00 970616 1829.48 80.00 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 51919.64 970601 459.53 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 37876.31 970530 478.45 63.63 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 84872.57 970530 764.22 60.28 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. 133149.86 970530 1243.39 90.00 O 1 0.10750 2 1 0.0050
EQUITY ONE, INC. 65142.61 970530 652.83 87.09 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 37482.51 970602 322.18 64.66 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 207892.17 970525 1711.16 80.00 O 5 0.09250 1 1 0.0050
EQUITY ONE, INC. 116000.00 970616 1061.10 89.23 O 1 0.10500 1 1 0.0050
EQUITY ONE, INC. 90359.93 970530 792.65 72.32 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 31936.22 970530 298.24 88.75 O 4 0.10750 1 1 0.0050
EQUITY ONE, INC. 43925.00 970605 377.38 79.86 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC. 79000.00 970530 736.85 62.70 N 6 0.10740 2 1 0.0050
EQUITY ONE, INC. 111150.70 970602 975.04 79.43 O 1 0.09990 1 1 0.0050
EQUITY ONE, INC. 128829.23 970407 1291.29 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 57000.00 970623 586.63 61.29 O 1 0.09250 2 1 0.0050
EQUITY ONE, INC. 76000.00 970525 816.69 80.00 O 1 0.10000 2 1 0.0050
EQUITY ONE, INC. 67907.51 970530 644.99 80.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INC. 101935.61 970221 802.43 75.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 99936.48 970401 994.11 58.82 O 1 0.11550 2 1 0.0050
EQUITY ONE, INC. 256000.00 970629 2558.59 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. 425000.00 970628 3534.93 70.83 N 4 0.09375 1 3 0.0050
EQUITY ONE, INC. 124000.00 970628 1042.66 79.49 N 1 0.09500 1 1 0.0050
</TABLE>
Page 10
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INC. (MN) 80433 JOHNSON ROBERT HORACE JOHNSON ALENE M
EQUITY ONE, INC. (MN) 80671 LEKO JOHN M LEKO LESLIE
EQUITY ONE, INC. (MN) 81187 KUGLER STAN KUGLER REGINA S
EQUITY ONE, INC. (MN) 82513 HEUER DALE N HEUER CHRISTINE
EQUITY ONE, INC. (MN) 82531 RIGGS CAMILLE RIGGS THOMAS
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 77547 LARKIN JACQUELINE L
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 78482 MORETTI LEO R MORETTI LYNN M
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 79631 DIROMA FRANKLIN DIROMA CAROL ANN
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 80131 LANE DAVID G LANE VIRGINIA D
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 81003 BEAUDOIN RAYMOND H
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 82481 JOHNSTON STANLEY K JOHNSTON BETTY A
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 82626 ADKINS LARRY C ADKINS LISA L
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 83444 REAMS MARVIN R REAMS JOY ANN
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 83540 SNELLING TIMOTHY G SNELLING LINDA K
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 83543 IVANOVITCH MICKEY IVANOVITCH SIGNE
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 83669 TAYLOR JONATHAN TAYLOR DORA
EQUITY ONE, INCORPORATED 73975 WOOD JASON WOOD YVONNE
EQUITY ONE, INCORPORATED 75200 MCPHERSON CLARISSA
EQUITY ONE, INCORPORATED 75234 LARSEN CARL G
EQUITY ONE, INCORPORATED 75440 BIRNEY CHAPIN SCOTT HUGHES LISA BAIRD
EQUITY ONE, INCORPORATED 75838 STRAUSSER ROBERT W STAUSSER OLYMPIA
EQUITY ONE, INCORPORATED 77165 DUMONT JAMES J DUMONT KATHLEEN M
EQUITY ONE, INCORPORATED 77193 GRAMIAK LEO P GRAMIAK KSENIA
EQUITY ONE, INCORPORATED 77436 MOYER JOANNE FAITH
EQUITY ONE, INCORPORATED 77595 LEWIS MARION
EQUITY ONE, INCORPORATED 77698 TOMMARELLI FRANCO TOMMARELLI KATHLEEN
EQUITY ONE, INCORPORATED 77706 MURPHY WILLIAM J MURPHY LISA J
EQUITY ONE, INCORPORATED 77784 BALESTRIERI SAMUEL BALESTRIERI MARIE
EQUITY ONE, INCORPORATED 77811 LAWRENCE CORMETH LAWRENCE LOIS
EQUITY ONE, INCORPORATED 77877 LONDON ROBERT A LONDON HELEN F
EQUITY ONE, INCORPORATED 78007 PETRIE MICHAEL J PETRIE DEBRA A
EQUITY ONE, INCORPORATED 78111 CASASANTO MICHAEL CASASANTO CATHRYN M
EQUITY ONE, INCORPORATED 78134 GLIKAS JOHN J GLIKAS LINDA R
EQUITY ONE, INCORPORATED 78191 TANNER CHARLES TANNER LORRAINE
EQUITY ONE, INCORPORATED 78214 SCHOLL DEAN SCHOLL LAUREN
EQUITY ONE, INCORPORATED 78239 PARK CHRISTOPHER
EQUITY ONE, INCORPORATED 78330 SEWARD EVELYN
EQUITY ONE, INCORPORATED 78412 TATE RICHARD TATE DARLENE
EQUITY ONE, INCORPORATED 78437 WELLER KEVIN WELLER SUZANNE M
EQUITY ONE, INCORPORATED 78442 STANSFIELD SUSAN M
EQUITY ONE, INCORPORATED 78477 TRAVIS WILLIAM C TRAVIS NIVAS C
EQUITY ONE, INCORPORATED 78490 BENJAMIN CHARLENE R
EQUITY ONE, INCORPORATED 78511 WINTERS EDWARD T WINTERS ANN
EQUITY ONE, INCORPORATED 78569 ZERBE CHRIS
EQUITY ONE, INCORPORATED 78661 FRASER JOSEPH T FRASER ELIZABETH
EQUITY ONE, INCORPORATED 78673 BERNARD CHARLES FRANCIS
EQUITY ONE, INCORPORATED 78674 KEALY ANNA MAY
EQUITY ONE, INCORPORATED 78682 WILLIAMS BETTY L
EQUITY ONE, INCORPORATED 78706 WHITMAN CHRISTOPHER T MEAD JENNIFER A
EQUITY ONE, INCORPORATED 78771 SAWYER DOROTHY
EQUITY ONE, INCORPORATED 78841 MENEGATOS NIKOLAOS MENEGATOS MARY ANN
EQUITY ONE, INCORPORATED 78846 MARTUCCI LINDA
EQUITY ONE, INCORPORATED 78866 SNIEZEK HENRY R SNIEZEK SHAWNA K
EQUITY ONE, INCORPORATED 78870 AVELLINO JOANNE TOSTI ROSE
EQUITY ONE, INCORPORATED 78873 INFANTE OLGA L CAMPBELL DAVID E
EQUITY ONE, INCORPORATED 78890 VOSSBEIN DANIEL R
EQUITY ONE, INCORPORATED 78898 FOSCHI LUCETTE FOSCHI ANNA LUISA
EQUITY ONE, INCORPORATED 78907 HUNTER JAMES M HUNTER MARGARET R
EQUITY ONE, INCORPORATED 78921 BESTWICK JOHN R BESTWICK MARGARET
EQUITY ONE, INCORPORATED 78927 COMITO GARY W COMITO CHERYL L
EQUITY ONE, INCORPORATED 78928 LARRIVEE YVON LARRIVEE CATHERINE E
EQUITY ONE, INCORPORATED 78949 BAUER GERALD BAUER DOREEN
EQUITY ONE, INCORPORATED 78953 TARIFI AYMAN
EQUITY ONE, INCORPORATED 78956 EVANS MICHAEL R EVANS SUSAN C
EQUITY ONE, INCORPORATED 78965 CAMPBELL THELMA D
EQUITY ONE, INCORPORATED 78977 BOGRAD VLADIMIR BOGRAD MARINA
EQUITY ONE, INCORPORATED 78979 DARDIGNAC MARIE
EQUITY ONE, INCORPORATED 78980 ROSATO JOSEPH C ROSATO ELIZABETH ANN
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
42016823.92
EQUITY ONE, INC. (MN) 729 SHERIDAN AVE N MINNEAPOLIS MN 55411 111107 73600.00
EQUITY ONE, INC. (MN) 917 JEFFERSON LANE EAGAN MN 55124 111008 137600.00
EQUITY ONE, INC. (MN) 8801 NORTHWIND PARKWAY NEW HOPE MN 55427 270123 100000.00
EQUITY ONE, INC. (MN) 1002 W PROSPECT AVE CLOQUET MN 55720 270326 68800.00
EQUITY ONE, INC. (MN) 1119 RIDLEY AVE MAPLEWOOD MN 55109 270330 192000.00
572000.00
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 90 SOUTH NIANTIC AVE CHARLESTOWN RI 2813 260520 100450.00
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 36 TIMOTHY DRIVE WESTERLY RI 2891 260717 185000.00
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 38 PLEASANT STREET WESTERLY RI 2891 211010 119000.00
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 15 MONTROSE STREET PROVIDENCE RI 2903 211129 150000.00
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 320 RATHBURN STREET WOONSOCKET RI 2895 220101 86800.00
641250.00
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 5550 FESSLER BUXTON ROAD HOUSTON OH 45333 270327 74777.12
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 4575 TWP ROAD #110 MT GILEAD OH 43338 170408 92300.00
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 1412 SHENANDOAH TOLEDO OH 43607 120501 33600.00
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 12400 CUSTERS POINT ROAD THORNVILLE OH 43076 270514 119400.00
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 1009 CHESTNUT STREET DRESDEN OH 43821 270509 63000.00
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 24 CLYDE COURT NEWARK OH 43056 270523 158182.00
541259.12
EQUITY ONE, INCORPORATED 1976 W CHELTENHAM AVE PHILADELPHIA PA 19138 261018 46000.00
EQUITY ONE, INCORPORATED 2219 N BROAD ST PHILADELPHIA PA 19132 210409 37500.00
EQUITY ONE, INCORPORATED 704 SCOTCH WAY WEST CHESTER PA 19382 260408 63000.00
EQUITY ONE, INCORPORATED 445 PENNOCK BRIDGE ROAD WEST GROVE PA 19390 260412 119000.00
EQUITY ONE, INCORPORATED 425 GANNET STREET HARRISBURG PA 17112 160408 345000.00
EQUITY ONE, INCORPORATED 143 RANCH ROAD WRIGHTSTOWN PA 18940 260629 420000.00
EQUITY ONE, INCORPORATED 420 HENDRIX STREET PHILADELPHIA PA 19116 260503 128000.00
EQUITY ONE, INCORPORATED 1539 GLEN AVE FOLCROFT PA 19032 60506 30000.00
EQUITY ONE, INCORPORATED 5240 SPRUCE STREET PHILADELPHIA PA 19139 160507 45600.00
EQUITY ONE, INCORPORATED 175 THOMAS LANE ALBRIGHTSVILLE PA 18210 260523 87000.00
EQUITY ONE, INCORPORATED 761 CYPRESS ROAD WARMINSTER PA 18974 160528 80000.00
EQUITY ONE, INCORPORATED 22 EAST 18TH STREET CHESTER PA 19013 260528 35000.00
EQUITY ONE, INCORPORATED 1422 WEST UNION BLVD BETHLEHEM PA 18018 260604 68000.00
EQUITY ONE, INCORPORATED 420 LONGWOOD DRIVE EXTON PA 19341 160605 180000.00
EQUITY ONE, INCORPORATED 409 EAGLE DRIVE NAZARETH PA 18064 260626 262500.00
EQUITY ONE, INCORPORATED 2240 SOUTH CROSKEY STREET PHILADELPHIA PA 19145 260610 47200.00
EQUITY ONE, INCORPORATED 115 ACORN PLACE NO WALES PA 19454 160611 157500.00
EQUITY ONE, INCORPORATED 568 ALCOTT STREET PHILADELPHIA PA 19120 110619 45000.00
EQUITY ONE, INCORPORATED 25 ELAINE DRIVE BOYERTOWN PA 19512 260626 100800.00
EQUITY ONE, INCORPORATED ZIMMERMAN PINE PAUPACK PA 18451 110625 150000.00
EQUITY ONE, INCORPORATED 2 GARFIELD STREET DALLAS PA 18612 260722 47000.00
EQUITY ONE, INCORPORATED 6649 BLAKEMORE STREET PHILADELPHIA PA 19119 260628 60000.00
EQUITY ONE, INCORPORATED 128 ADAMSTOWN ROAD REINHOLDS PA 17569 160703 124000.00
EQUITY ONE, INCORPORATED 13 LYNN BLVD DOWNINGTOWN PA 19335 260627 91200.00
EQUITY ONE, INCORPORATED 1747 SUMMITT AVE WILLOW GROVE PA 19090 260715 104000.00
EQUITY ONE, INCORPORATED 25 WEST WILDEY STREET PHILADELPHIA PA 19123 110716 64000.00
EQUITY ONE, INCORPORATED 324 DOONE PLACE FAIRLESS HILLS PA 19030 160716 88000.00
EQUITY ONE, INCORPORATED 460 OLD HERSHEY ROAD ELIZABETHTOWN PA 17022 260726 70400.00
EQUITY ONE, INCORPORATED 2301 CHERRY STREET 9-A PHILADELPHIA PA 19103 260801 101300.00
EQUITY ONE, INCORPORATED 219 BLUNSTON AVE COLLINGDALE PA 19023 260805 55000.00
EQUITY ONE, INCORPORATED PO BOX 299 SHEPPTON PA 18248 260805 79575.00
EQUITY ONE, INCORPORATED 1304 WALNUT ROAD DRIVE DOWNINGTOWN PA 19335 110805 121000.00
EQUITY ONE, INCORPORATED 212 CARLYN COURT DOWINGTON PA 19335 260801 76000.00
EQUITY ONE, INCORPORATED 632 PENNSYLVANIA AVENUE PROSPECT PARK PA 19076 110814 56000.00
EQUITY ONE, INCORPORATED RD #4 BOX 4128 STROUDSBURY PA 18360 110812 94600.00
EQUITY ONE, INCORPORATED 1143 MERCY STREET PHILA PA 19102 110814 41600.00
EQUITY ONE, INCORPORATED 525 CHEW STREET ALLENTOWN PA 18102 260814 43000.00
EQUITY ONE, INCORPORATED 3756 STEPHEN JAMES DRIVE BOOTHWYN PA 19061 260809 184000.00
EQUITY ONE, INCORPORATED 1405 JUNIPER AVENUE ELKINS PA 19027 260812 151900.00
EQUITY ONE, INCORPORATED 55 HORSESHOE LANE LEVITTOWN PA 19055 260815 75000.00
EQUITY ONE, INCORPORATED 302 WORINGTON DRIVE W CHESTER PA 19382 260701 75750.00
EQUITY ONE, INCORPORATED 1475 HILLTOP ROAD BIRCHRUNVILLLE PA 19421 260823 315000.00
EQUITY ONE, INCORPORATED 115 SAGO STREET DALLAS PA 18612 260826 71000.00
EQUITY ONE, INCORPORATED 462 DORCHESTER LANE PERKASIE PA 18944 260821 102000.00
EQUITY ONE, INCORPORATED 178 SUNNYSIDE AVE COLLEGEVILLE PA 19426 260821 88500.00
EQUITY ONE, INCORPORATED 123 N CHURCH STREET BALLY PA 19503 260828 73600.00
EQUITY ONE, INCORPORATED 150 NEW ALEXANDER STREET WILKES-BARRE PA 18702 260823 103000.00
EQUITY ONE, INCORPORATED 1690 DETWILLER DRIVE YORK PA 17404 260826 147000.00
EQUITY ONE, INCORPORATED 6324 N 5TH STREET PHILADELPHIA PA 19126 260827 46000.00
EQUITY ONE, INCORPORATED 47 OLD MILL LANE SOUTHAMPTON PA 18966 260829 90000.00
EQUITY ONE, INCORPORATED 8508 HULL DRIVE WYNDMOOR PA 19038 260829 84720.00
EQUITY ONE, INCORPORATED 209 SCHULTZ ROAD SELLERSVILLE PA 18960 260829 220000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
41538384.09
EQUITY ONE, INC. (MN) 72611.95 961227 746.06 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. (MN) 134963.12 961108 1375.24 74.38 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC. (MN) 99778.60 970223 803.90 79.68 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. (MN) 68724.41 970426 553.08 75.60 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC. (MN) 191789.03 970430 1543.49 78.37 O 1 0.08990 2 1 0.0050
567867.11
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 99861.80 960620 863.02 69.76 N 1 0.09750 1 1 0.0050
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 183875.95 960817 1487.22 75.51 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 118433.01 961110 1144.89 56.67 N 64 0.10750 1 1 0.0050
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 149514.50 961229 1469.09 60.00 N 64 0.10990 2 1 0.0050
EQUITY ONE, INC., D/B/A Equity One Mortgage Company 83250.69 970201 835.09 68.89 N 64 0.10750 2 1 0.0050
634935.95
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 74690.77 970427 588.27 68.60 O 1 0.08750 2 1 0.0050
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 92174.46 970508 875.48 82.41 O 1 0.09750 2 1 0.0050
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 33494.21 970601 340.79 80.00 O 1 0.09000 2 1 0.0050
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 119400.00 970614 959.86 78.04 O 1 0.08990 2 1 0.0050
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 62965.52 970609 506.46 77.78 O 1 0.08990 1 1 0.0050
EQUITY ONE, INC., D/B/A First Equity Loan Corporation 158182.00 970623 1359.03 74.61 O 1 0.09750 1 1 0.0050
540906.96
EQUITY ONE, INCORPORATED 45819.71 961118 369.80 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 37219.50 960509 394.68 50.00 O 5 0.11990 2 1 0.0050
EQUITY ONE, INCORPORATED 62690.66 960508 599.49 67.02 N 3 0.10990 2 3 0.0050
EQUITY ONE, INCORPORATED 118435.13 960512 1110.84 69.79 O 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED 337846.40 960508 3159.74 72.63 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 415960.68 960529 3229.44 72.41 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED 126982.65 960603 961.62 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 27316.64 960606 409.02 46.88 O 3 0.10750 2 3 0.0050
EQUITY ONE, INCORPORATED 44745.55 960607 409.98 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 86463.70 960623 747.46 74.84 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED 78378.39 960628 694.26 56.74 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED 34858.49 960628 346.60 60.34 N 5 0.11500 2 3 0.0050
EQUITY ONE, INCORPORATED 67654.18 960704 596.25 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 176413.75 960705 1562.08 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED 260944.05 960726 2159.52 73.53 O 1 0.09250 1 1 0.0050
EQUITY ONE, INCORPORATED 46857.49 960710 379.44 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 154548.89 960711 1342.00 70.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 43959.16 960719 508.65 86.54 N 1 0.10900 2 1 0.0050
EQUITY ONE, INCORPORATED 100124.69 960726 810.33 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 144935.05 960725 1499.17 45.45 O 1 0.08750 1 3 0.0050
EQUITY ONE, INCORPORATED 46733.95 960822 377.83 63.51 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 59624.69 960728 461.35 80.00 N 5 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED 121703.07 960803 1076.10 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED 90356.40 960727 701.25 80.00 O 1 0.08500 1 1 0.0050
EQUITY ONE, INCORPORATED 103317.29 960815 818.17 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 62155.49 960816 639.65 76.19 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 86448.24 960816 777.67 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INCORPORATED 70013.65 960826 565.95 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 100860.59 960901 870.32 64.11 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED 54761.47 960905 472.53 75.34 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 79208.69 960905 697.74 61.69 O 1 0.09990 1 3 0.0050
EQUITY ONE, INCORPORATED 117164.73 960905 1227.26 76.58 O 1 0.09000 1 1 0.0050
EQUITY ONE, INCORPORATED 75692.52 960901 639.05 80.00 O 3 0.09500 1 1 0.0050
EQUITY ONE, INCORPORATED 54617.43 960914 601.78 53.33 O 1 0.10000 2 1 0.0050
EQUITY ONE, INCORPORATED 91555.64 960912 958.93 67.57 O 1 0.08990 2 3 0.0050
EQUITY ONE, INCORPORATED 40558.04 960914 415.77 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 42822.60 960914 377.04 71.67 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 183240.96 960909 1613.37 75.41 O 1 0.09990 1 3 0.0050
EQUITY ONE, INCORPORATED 151128.85 960912 1221.13 79.95 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 74707.06 960915 672.08 71.43 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED 75486.03 960801 738.61 72.14 O 4 0.11300 1 3 0.0050
EQUITY ONE, INCORPORATED 313633.51 960923 2706.34 75.90 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 70707.10 960926 622.55 61.21 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 101579.20 960921 894.37 71.33 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 86725.32 960921 776.00 75.00 N 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 73242.59 960928 618.87 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 102477.12 960923 828.02 71.83 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 146425.86 960926 1317.27 84.97 O 1 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED 45739.52 960927 369.80 57.50 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 89720.32 960929 840.13 89.11 O 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED 84394.00 960929 727.25 79.92 O 1 0.09740 1 1 0.0050
EQUITY ONE, INCORPORATED 218883.15 960929 1768.59 80.00 O 1 0.08990 1 1 0.0050
</TABLE>
Page 11
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 78981 HELLINGS KENNETH C HELLINGS JOYCE M
EQUITY ONE, INCORPORATED 78985 WESTGATE ROGER T WESTGATE ANTONIA E
EQUITY ONE, INCORPORATED 78994 GREEN RUTH G
EQUITY ONE, INCORPORATED 79000 WORMUTH DANIEL P WORMUTH MARISA
EQUITY ONE, INCORPORATED 79048 PIROLLI ALFRED R
EQUITY ONE, INCORPORATED 79165 MARTINELLI THOMAS J MARTINELLI SUZANNE
EQUITY ONE, INCORPORATED 79192 VANDUYNE JAMES VANDUYNE CELIA
EQUITY ONE, INCORPORATED 79219 JUSTIS EDWARD J JUSTIS FRANCIS P
EQUITY ONE, INCORPORATED 79223 REYNOLDS RUSSSEL L REYNOLDS POLLY A
EQUITY ONE, INCORPORATED 79242 COHAN DONALD S COHAN TRINA
EQUITY ONE, INCORPORATED 79258 RATHBONE PATRICIA O
EQUITY ONE, INCORPORATED 79267 HOLLAND SANFORD J HOLLAND JANET M
EQUITY ONE, INCORPORATED 79290 GILLIGAN MICHEAL S
EQUITY ONE, INCORPORATED 79291 FOURA CAROL
EQUITY ONE, INCORPORATED 79293 MASTROGIOVAN VIOLET MASTROGIOVAN JEFF
EQUITY ONE, INCORPORATED 79295 LERANIAN GARY LERANIAN LORRIE D
EQUITY ONE, INCORPORATED 79308 BRESCIA MICHEAL SIMMONS CANDACE
EQUITY ONE, INCORPORATED 79362 KRUM DAVID S KRUM KAREN
EQUITY ONE, INCORPORATED 79365 TAYLOR JEFFREY W TAYLOR MARGARET M
EQUITY ONE, INCORPORATED 79367 HARRIS DANIEL J HARRIS LISA B
EQUITY ONE, INCORPORATED 79398 AURINO LOUIS
EQUITY ONE, INCORPORATED 79401 SCHILLINGS LOIS
EQUITY ONE, INCORPORATED 79402 KUCHER JOSPEH KUCHER MAY
EQUITY ONE, INCORPORATED 79410 IMLAY RAYMOND F IMLAY LINDA R
EQUITY ONE, INCORPORATED 79445 ZACHARIAH MANACHERIL ZACHARIAH SOSAMMA
EQUITY ONE, INCORPORATED 79577 FILIAULT PAUL FILIAULT JACQUELINE
EQUITY ONE, INCORPORATED 79600 WENTZ JEFFREY ALLEN LAWVER MELLISA JANE
EQUITY ONE, INCORPORATED 79656 RICHARDS GEORGE
EQUITY ONE, INCORPORATED 79657 RICHARDS GEORGE
EQUITY ONE, INCORPORATED 79716 BARTUSKA THERESA J
EQUITY ONE, INCORPORATED 79717 ROSADO IVAN ROSADO THERESA E
EQUITY ONE, INCORPORATED 79718 BAKER JOHN C BAKER MARY
EQUITY ONE, INCORPORATED 79728 HATCHELL DORIAN
EQUITY ONE, INCORPORATED 79749 BRENNER JERYL L
EQUITY ONE, INCORPORATED 79750 WIAND SANDRA
EQUITY ONE, INCORPORATED 79751 KANE JAMES J KANE BARBARA J
EQUITY ONE, INCORPORATED 79759 LUBBERS NANCY E
EQUITY ONE, INCORPORATED 79769 RIEMER JOSEPH C
EQUITY ONE, INCORPORATED 79823 STECHER SANDRA M
EQUITY ONE, INCORPORATED 79824 MILLER ROBERT W
EQUITY ONE, INCORPORATED 79826 DELLOREFICE SALVATORE C
EQUITY ONE, INCORPORATED 79838 SHUR RONALD S
EQUITY ONE, INCORPORATED 79840 LEFEVRE JOHN R LEFEVRE LISA L
EQUITY ONE, INCORPORATED 79842 YOURGLIVCH PETER T YOURGLIVCH JANET
EQUITY ONE, INCORPORATED 79932 NEGRAU IOAN NEGRAU TUDORITA
EQUITY ONE, INCORPORATED 79933 TANG MUOI-TO TANG MY
EQUITY ONE, INCORPORATED 79944 ESPOSITO ROBERTO ESPOSITO PATRICIA
EQUITY ONE, INCORPORATED 79945 GREENOUGH RUSSELL GREENOUGH TIELYNN
EQUITY ONE, INCORPORATED 79954 FRATARCANGEL BERNARD
EQUITY ONE, INCORPORATED 79960 SCHUMACHER HERBERT SCHUMACHER MARLENE
EQUITY ONE, INCORPORATED 79961 GADWELL CHARLES B
EQUITY ONE, INCORPORATED 79966 LASCO DAVID LASCO ELAINE
EQUITY ONE, INCORPORATED 79969 WROBEL JOSEPH J WROBEL LYNN M
EQUITY ONE, INCORPORATED 79974 MELITO JOSEPH P
EQUITY ONE, INCORPORATED 79988 HACKER ANNA M
EQUITY ONE, INCORPORATED 79989 GOTZON ROBERT J GOTZON LINDA A
EQUITY ONE, INCORPORATED 79998 SANPHY JOSEPH SANPHY VIVIAN
EQUITY ONE, INCORPORATED 80033 AQUINO WANDA G
EQUITY ONE, INCORPORATED 80034 RICHARDS HIRAM E RICHARDS HELEN M
EQUITY ONE, INCORPORATED 80047 FORD ROBERT FORD ANNA
EQUITY ONE, INCORPORATED 80077 GRIFFITHS JACK T GRIFFITHS DORIS
EQUITY ONE, INCORPORATED 80122 PICKETT DAVID G PICKETT ALICE L
EQUITY ONE, INCORPORATED 80126 KENNEDY ANDREA L DEFUSO WILLIAM
EQUITY ONE, INCORPORATED 80141 STOCKUM CHARLES G STOCKUM JODI L
EQUITY ONE, INCORPORATED 80149 BAUMAN ROSE M
EQUITY ONE, INCORPORATED 80186 FOLEY EDWARD A
EQUITY ONE, INCORPORATED 80189 VEREEN HAROLD VEREEN NANCY
EQUITY ONE, INCORPORATED 80204 MADDOX BARBARA R
EQUITY ONE, INCORPORATED 80211 PRESTON EDWARD L PRESTON KENNETH R
EQUITY ONE, INCORPORATED 80212 PRESTON EDWARD L PRESTON KENNETH R
EQUITY ONE, INCORPORATED 80213 GONZALES EDWIN GONZALES PATRICIA
EQUITY ONE, INCORPORATED 80217 MCDONALD TRACY A
EQUITY ONE, INCORPORATED 80222 SEAFORTH RALPH B
EQUITY ONE, INCORPORATED 80239 GIEDER PATRICIA
EQUITY ONE, INCORPORATED 80263 MILLER JAMES I MILLER JANICE
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 634 FOXGLOVE DRIVE MORTON PA 19070 260829 136500.00
EQUITY ONE, INCORPORATED 5414 CLEARVIEW DRIVE EMERALD LAKE PA 18355 260909 110000.00
EQUITY ONE, INCORPORATED 707 KENWORTH AVE PHILADELPHIA PA 19126 260905 45000.00
EQUITY ONE, INCORPORATED 50 STONE DRIVE CHILDS PA 18407 260909 95200.00
EQUITY ONE, INCORPORATED 9820 CLARK STREET PHILADELPHIA PA 19115 260826 78000.00
EQUITY ONE, INCORPORATED 11028 FERNDALE STREET PHILADELPHIA PA 19116 160909 130800.00
EQUITY ONE, INCORPORATED 45 SUNRISE TRAIL E STROUDSBURG PA 18301 260912 102750.00
EQUITY ONE, INCORPORATED 319 WEST JACKSON ROAD YORK PA 17403 260911 37800.00
EQUITY ONE, INCORPORATED 704 ELM STREET WATSONTOWN PA 17777 260917 63000.00
EQUITY ONE, INCORPORATED 350 STENTON AVE WHITEMARSH PA 19031 260913 612000.00
EQUITY ONE, INCORPORATED RR# BOX 37D MONTROSE PA 18801 260924 93750.00
EQUITY ONE, INCORPORATED 721 N WEBSTER AVE SCRANTON PA 18510 260925 138400.00
EQUITY ONE, INCORPORATED 4205 CHIPPENDALE STREET PHILADELPHIA PA 19136 261002 33750.00
EQUITY ONE, INCORPORATED RD1 BOX 260A NORTHUMBERL PA 17857 160930 82000.00
EQUITY ONE, INCORPORATED 2617 SOUTH 16TH STREET PHILADELPHIA PA 19145 60930 40000.00
EQUITY ONE, INCORPORATED 818 PENNSYLVANIA AVE PROSPECT PARK PA 19076 261001 90000.00
EQUITY ONE, INCORPORATED 115 SOUTH EASTVIEW AVE FEASTERVILLE PA 19053 260927 114500.00
EQUITY ONE, INCORPORATED 1315 BUTTERFIELD LANE BENSALEM PA 19020 261010 124000.00
EQUITY ONE, INCORPORATED 352 MADISON STREET WILKES-BARRE PA 18702 261017 44400.00
EQUITY ONE, INCORPORATED 115 FAIRVIEW ROAD CLARKS SUMMIT PA 18411 261011 91600.00
EQUITY ONE, INCORPORATED 177 GRAMERCY ROAD BALA CYNWYD PA 19004 261022 386000.00
EQUITY ONE, INCORPORATED 41 CROWN ROAD LEVITTOWN PA 19057 111023 50000.00
EQUITY ONE, INCORPORATED 188 S KENWOOD DR LEVITTOWN PA 19054 111018 71500.00
EQUITY ONE, INCORPORATED 1075 W LAFAYETTE STREET EASTON PA 18042 160913 120000.00
EQUITY ONE, INCORPORATED HUNTERS WOOD DR E STROUDSBURG PA 18301 260916 76000.00
EQUITY ONE, INCORPORATED 67 MANOR HILL DRIVE POCONO PINE PA 18350 261002 95000.00
EQUITY ONE, INCORPORATED 876 FUHRMAN MILL ROAD HANOVER PA 17331 160930 112000.00
EQUITY ONE, INCORPORATED 4943 FRANKFORD AVE PHILADELPHIA PA 19124 211004 52000.00
EQUITY ONE, INCORPORATED 4945 FRANKFORD AVE PHILADELPHIA PA 19124 211004 48750.00
EQUITY ONE, INCORPORATED 59 RAMBLER LANE LEVITTOWN PA 19055 261017 82400.00
EQUITY ONE, INCORPORATED 89 HOLSTEIN DRIVE PARKESBURG PA 19365 111017 108000.00
EQUITY ONE, INCORPORATED 103 MOUNT HOPE ROAD LINCOLN PA 19352 161017 135200.00
EQUITY ONE, INCORPORATED 203 OAK STREET AMBLER PA 19002 261018 46500.00
EQUITY ONE, INCORPORATED 4557 MILLER DRIVE MT JOY PA 17552 261023 80000.00
EQUITY ONE, INCORPORATED RD #5 BOX 23 B SELINSGROVE PA 17807 261022 65600.00
EQUITY ONE, INCORPORATED 4030 WALBERT AVENUE ALLENTOWN PA 18104 261022 175000.00
EQUITY ONE, INCORPORATED 3747 SUSAN LANE BROOKHAVEN PA 19015 261022 110400.00
EQUITY ONE, INCORPORATED 1398 ABBEY WAY BENSALEM PA 19020 161023 93500.00
EQUITY ONE, INCORPORATED 823 SHAVERTOWN ROAD BOOTHWYN PA 19061 261024 112500.00
EQUITY ONE, INCORPORATED 1027 N VALLEY FORGE ROAD DEVON PA 19333 261024 58100.00
EQUITY ONE, INCORPORATED 255 SOUTH 24TH STREET PHILADELPHIA PA 19103 261024 60000.00
EQUITY ONE, INCORPORATED 1210 ASHBRIDGE ROAD WEST CHESTER PA 19382 261031 267000.00
EQUITY ONE, INCORPORATED 81 LYNBROOK DRIVE YORK PA 17402 261025 105000.00
EQUITY ONE, INCORPORATED 76 CAREY AVE WILKES BARRE PA 18702 111112 62000.00
EQUITY ONE, INCORPORATED 303 ROSE LANE POCONO TWP PA 18321 111115 60000.00
EQUITY ONE, INCORPORATED 4547 DEVONSHIRE DRIVE CENTER VALLEY PA 18034 111120 100000.00
EQUITY ONE, INCORPORATED RR2 BOX 58 ROCKPORT ROAD WEATHERLY PA 18255 261125 116250.00
EQUITY ONE, INCORPORATED 132 WEST CENTRAL AVE E BANGOR PA 18013 261125 86700.00
EQUITY ONE, INCORPORATED 10-11 TOBYHANNA ROAD GOULDSBORO PA 18344 261121 81250.00
EQUITY ONE, INCORPORATED 8336 BUCKINGHAM CIRCLE TOBYHANNA PA 18466 261126 123200.00
EQUITY ONE, INCORPORATED 3342 KAYWOOD DRIVE EASTON PA 18045 261126 85200.00
EQUITY ONE, INCORPORATED 223 FIELD RIDGE DRIVE SHAVERTOWN PA 18708 261127 270000.00
EQUITY ONE, INCORPORATED 1003 INGRAM COURT AMBLER PA 19002 261122 149200.00
EQUITY ONE, INCORPORATED 329 HAMPDEN ROAD UPPER DARBY PA 19082 261122 45000.00
EQUITY ONE, INCORPORATED 345 S ANN STREET LANCASTER PA 17602 261025 31000.00
EQUITY ONE, INCORPORATED 1516 EASTON AVE BETHLEHEM PA 18017 261025 103500.00
EQUITY ONE, INCORPORATED 820 OLD LINCOLN HIGHWAY LANGHORNE PA 19047 161030 112000.00
EQUITY ONE, INCORPORATED 15 SOUTH WHISPER LANE NEW HOLLAND PA 17557 261030 62000.00
EQUITY ONE, INCORPORATED 1003 KESSLER DRIVE SHIPPENSBURG PA 17257 111104 64800.00
EQUITY ONE, INCORPORATED 2096 HEATHER ROAD FOLCROFT PA 19032 261101 72000.00
EQUITY ONE, INCORPORATED 2604 S MAIN STREET WILKES BARRE PA 18706 161104 68400.00
EQUITY ONE, INCORPORATED RD #6 BOX 531 MT ZION ROAD LEBANON PA 17046 261108 75000.00
EQUITY ONE, INCORPORATED 559 FOREST HILL DRIVE HAZELTON PA 18201 261108 110400.00
EQUITY ONE, INCORPORATED 30 ROSEWOOD DRIVE HARRISBURG PA 17109 161113 76200.00
EQUITY ONE, INCORPORATED 40 W MAIN STREET BROWNSTOWN PA 17508 161120 65250.00
EQUITY ONE, INCORPORATED 1240 DAHLIA ROAD WARMINSTER PA 18974 261118 121200.00
EQUITY ONE, INCORPORATED 41 HOWLEY DRIVE MORRISVILLE PA 19067 261120 116000.00
EQUITY ONE, INCORPORATED 513 WEST CHESTNUT STREET POTTSTOWN PA 19464 161121 42000.00
EQUITY ONE, INCORPORATED 4937 PORTICO STREET PHILADELPHIA PA 19144 111122 18000.00
EQUITY ONE, INCORPORATED 4935 PORTICO ST PHILADELPHIA PA 19144 111122 18000.00
EQUITY ONE, INCORPORATED 43 POCONO HEIGHTS E STROUDSBURG PA 18301 261127 102000.00
EQUITY ONE, INCORPORATED 1627 SPRUCE ST UNIT 4 PHILADELPHIA PA 19107 261202 35000.00
EQUITY ONE, INCORPORATED 1665 ARNOLD AVE WILLOW GROVE PA 19090 261202 89600.00
EQUITY ONE, INCORPORATED 201 EAST RIDGERS STREET RIDLEY PARK PA 19078 261127 36300.00
EQUITY ONE, INCORPORATED 5 HEATHER COURT READING PA 19606 261209 114750.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 135936.85 960929 1196.88 75.00 N 1 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 109712.42 961009 1046.72 79.71 O 1 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 44787.48 961005 354.02 27.44 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 94793.51 961009 783.19 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 77583.47 960926 613.63 74.29 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 129141.00 961009 1155.89 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 102392.99 961012 920.74 79.65 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED 37644.09 961011 331.44 68.73 N 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 62782.25 961017 564.54 75.00 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED 609696.25 961013 5598.20 54.40 N 5 0.10500 1 3 0.0050
EQUITY ONE, INCORPORATED 93453.44 961024 875.14 75.00 O 1 0.10750 2 3 0.0050
EQUITY ONE, INCORPORATED 137662.13 961025 1088.79 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 33653.66 961102 308.72 71.81 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 81052.39 961030 764.35 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 38301.37 961030 506.49 48.78 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 89610.05 961101 723.51 71.43 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 114073.92 961027 996.37 88.08 O 1 0.09900 1 1 0.0050
EQUITY ONE, INCORPORATED 123640.43 961110 1274.53 80.00 O 1 0.11990 1 1 0.0050
EQUITY ONE, INCORPORATED 44275.90 961117 389.31 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 91241.01 961111 736.38 79.65 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 384897.27 961122 3316.34 74.95 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 49153.27 961123 544.98 46.08 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED 70393.96 961118 823.93 65.00 O 1 0.11250 1 3 0.0050
EQUITY ONE, INCORPORATED 118477.98 961013 1060.45 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 75723.09 961016 666.95 54.29 O 1 0.10000 1 3 0.0050
EQUITY ONE, INCORPORATED 93829.40 961102 832.99 54.29 O 1 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 110688.25 961030 989.76 74.67 O 1 0.08750 2 3 0.0050
EQUITY ONE, INCORPORATED 51817.18 961104 566.98 65.00 N 64 0.12500 1 1 0.0050
EQUITY ONE, INCORPORATED 48578.56 961104 531.55 65.00 N 64 0.12500 2 1 0.0050
EQUITY ONE, INCORPORATED 81893.44 961117 648.24 79.23 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 105911.45 961117 1079.40 79.41 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 133704.54 961117 1194.78 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 46349.31 961118 373.81 68.89 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 79717.94 961123 672.68 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 65329.92 961122 516.08 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 174257.17 961122 1503.52 70.00 O 1 0.09750 1 3 0.0050
EQUITY ONE, INCORPORATED 110049.45 961122 968.84 80.00 O 1 0.10000 2 1 0.0050
EQUITY ONE, INCORPORATED 89966.01 961123 826.27 79.24 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 112109.06 961124 1008.11 70.31 O 1 0.10250 1 3 0.0050
EQUITY ONE, INCORPORATED 57934.01 961124 499.17 70.00 N 4 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 58950.86 961124 537.66 55.56 N 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED 265928.69 961130 2124.37 70.26 O 1 0.08875 2 1 0.0050
EQUITY ONE, INCORPORATED 104683.75 961125 940.91 65.63 O 1 0.10250 1 1 0.0050
EQUITY ONE, INCORPORATED 60825.89 961212 628.48 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 58863.82 961215 608.20 73.17 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 98382.97 961220 1013.67 33.11 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 115860.99 961225 934.54 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 86504.14 961225 760.21 85.00 O 1 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 81029.31 961221 712.43 64.48 N 5 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 122787.73 961226 990.41 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 84914.87 961226 684.93 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 269359.83 961227 2319.72 51.43 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED 148726.89 961222 1227.43 78.53 O 1 0.09250 1 1 0.0050
EQUITY ONE, INCORPORATED 44877.81 961222 394.57 69.23 N 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 30890.73 961125 260.66 20.67 N 51 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 103204.40 961125 946.76 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 110688.25 961130 989.76 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 61782.05 961130 487.75 73.37 O 3 0.08750 1 1 0.0050
EQUITY ONE, INCORPORATED 63338.71 961204 647.64 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INCORPORATED 71824.55 961201 658.61 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 67865.56 961204 671.44 80.00 O 1 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED 74774.24 961208 630.64 43.86 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 110067.69 961208 928.30 78.86 O 1 0.09500 1 1 0.0050
EQUITY ONE, INCORPORATED 75480.41 961213 673.39 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 64756.29 961220 651.44 75.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 120815.69 961218 997.08 72.14 O 1 0.09250 1 1 0.0050
EQUITY ONE, INCORPORATED 115650.11 961220 974.54 80.00 O 1 0.09490 1 1 0.0050
EQUITY ONE, INCORPORATED 41603.97 961221 391.50 63.64 O 5 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 17748.70 961222 198.97 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 17745.67 961222 198.97 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 101600.16 961227 819.98 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 34929.22 970101 320.16 31.82 O 4 0.10500 2 3 0.0050
EQUITY ONE, INCORPORATED 89300.16 970102 720.30 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 36218.18 961227 318.29 77.23 N 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 114530.09 970109 1071.17 75.00 O 1 0.10750 2 3 0.0050
</TABLE>
Page 12
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 80282 CORRIGAN TERRANCE H
EQUITY ONE, INCORPORATED 80290 STARLING JANICE M STARLING MCKENZIE
EQUITY ONE, INCORPORATED 80297 FARESE STELLA M
EQUITY ONE, INCORPORATED 80299 FEENEY BRIAN S
EQUITY ONE, INCORPORATED 80300 MOONEY MARGARET A MOONEY THOMAS W
EQUITY ONE, INCORPORATED 80304 MATTIS CHRISTINE L
EQUITY ONE, INCORPORATED 80313 LAFORGIA RAFFAEL E LAFORGIA PALMA
EQUITY ONE, INCORPORATED 80317 GILLIGAN MICHEAL S
EQUITY ONE, INCORPORATED 80323 FLORA ROBERT D FLORA DOLORES
EQUITY ONE, INCORPORATED 80340 HELLINGS KENNETH HELLINGS JOYCE
EQUITY ONE, INCORPORATED 80351 WINWOOD FAITHGALE PFAHL KENNETH
EQUITY ONE, INCORPORATED 80373 SIMEONE MARIO SIMEONE MICHAEL
EQUITY ONE, INCORPORATED 80376 HORNBAKER JEFFREY A HORNBAKER CARRIE L
EQUITY ONE, INCORPORATED 80413 TRILL JOHN J
EQUITY ONE, INCORPORATED 80428 STEPHENS THOMAS STEPHENS PAM
EQUITY ONE, INCORPORATED 80494 CAMP CHARLES D CAMP MARNETTE J
EQUITY ONE, INCORPORATED 80529 MINICHINO BENJAMIN P MINICHINO MICHAELE C
EQUITY ONE, INCORPORATED 80531 ROBBINS HARRY E ROBBINS SUSAN
EQUITY ONE, INCORPORATED 80546 WAGNER CHARLES WAGNER SUSAN
EQUITY ONE, INCORPORATED 80562 GRANT RONALD R GRANT KELLY J
EQUITY ONE, INCORPORATED 80568 EISELE ANNA MARIE RUPP REGINA
EQUITY ONE, INCORPORATED 80575 FOSKEY JOHN FOSKEY LILLIAN
EQUITY ONE, INCORPORATED 80622 DAVIS PENNY ANN
EQUITY ONE, INCORPORATED 80640 LYONS JEFFERY LYONS NANCY
EQUITY ONE, INCORPORATED 80753 HARDING JAMES T HARDING VERONICA M
EQUITY ONE, INCORPORATED 80761 REED TERRENCE A REED CHRISTINE
EQUITY ONE, INCORPORATED 80763 GOVAN DORALENE H
EQUITY ONE, INCORPORATED 80773 THOMPSON WILLIAM THOMPSON DOROTHY
EQUITY ONE, INCORPORATED 80796 GOSDIN WARREN E
EQUITY ONE, INCORPORATED 80821 MONGE ALFREDO
EQUITY ONE, INCORPORATED 80825 HOLZMAN DAVID L HOLZMAN VALERIE J
EQUITY ONE, INCORPORATED 80850 SEMONSKI DEBRA
EQUITY ONE, INCORPORATED 80876 NEGRON INDALECIO NEGRON LUZ
EQUITY ONE, INCORPORATED 80885 BROWN ADAM PAUL BROWN ELLEN
EQUITY ONE, INCORPORATED 80897 QUOOS HOWARD
EQUITY ONE, INCORPORATED 80900 RUSSIN DAVID J
EQUITY ONE, INCORPORATED 80902 TOTTEN STEVEN L
EQUITY ONE, INCORPORATED 80917 INGENITO MICHAEL A
EQUITY ONE, INCORPORATED 80919 TOZZI IDA
EQUITY ONE, INCORPORATED 80928 NICKEY EDWIN S
EQUITY ONE, INCORPORATED 80929 LISI MARY
EQUITY ONE, INCORPORATED 80931 SHIELD SAMANTHA M
EQUITY ONE, INCORPORATED 80936 BRADLEY BEVERLY M
EQUITY ONE, INCORPORATED 80938 ZEARFOSS BRUCE A
EQUITY ONE, INCORPORATED 80940 RUNKLE LAMAR RUNKLE BETTY
EQUITY ONE, INCORPORATED 80941 KUROPATWA THOMAS A
EQUITY ONE, INCORPORATED 80955 SMITH MICHAEL J
EQUITY ONE, INCORPORATED 80957 GURSKY MITCHELL GURSKY SHARON
EQUITY ONE, INCORPORATED 80961 GURSKY MITCHELL GURSKY SHARON
EQUITY ONE, INCORPORATED 80968 UMPHREY ALBERT W UMPHREY LAURIE L
EQUITY ONE, INCORPORATED 80972 CAREY GLENN A CAREY CYNTHIA L
EQUITY ONE, INCORPORATED 80985 CULBREATH ELLIE
EQUITY ONE, INCORPORATED 81018 LYNCH JOHN J LYNCH BONNY K
EQUITY ONE, INCORPORATED 81019 SCOTT BRYAN T SCOTT PATRICIA L
EQUITY ONE, INCORPORATED 81023 GORDON RICHARD GORDON DEBORAH
EQUITY ONE, INCORPORATED 81026 GERST EDWARD L
EQUITY ONE, INCORPORATED 81111 GERST GLORIA TILLERY
EQUITY ONE, INCORPORATED 81131 WHITE STEVE WHITE VALERIE
EQUITY ONE, INCORPORATED 81139 FLETCHER EDGAR C FLETCHER EVELYN M
EQUITY ONE, INCORPORATED 81149 SHELLHAMER RICHARD SHELLHAMER MARIANNE
EQUITY ONE, INCORPORATED 81153 FINKBINER TIMOTHY R FINKBINER IRIS B
EQUITY ONE, INCORPORATED 81168 ZABOR MARK JOSEPH ZABER JULIE EILEEN
EQUITY ONE, INCORPORATED 81174 BEAMS TIMOTHY J
EQUITY ONE, INCORPORATED 81184 ESHLEMAN WILBUR B ESHLEMAN JILL H
EQUITY ONE, INCORPORATED 81232 HEALEY THOMAS S HEALEY CARRIE A
EQUITY ONE, INCORPORATED 81234 GIORDANO PETER GIORDANO MARIA
EQUITY ONE, INCORPORATED 81241 COLLOM GERALD COLLOM AGNES
EQUITY ONE, INCORPORATED 81246 TAYLOR TONYA
EQUITY ONE, INCORPORATED 81247 SUTER MARK M
EQUITY ONE, INCORPORATED 81248 SUTER MARK M
EQUITY ONE, INCORPORATED 81249 ZGURA WILLIAM E STANTON CHRISTINE
EQUITY ONE, INCORPORATED 81250 WALKER ANN
EQUITY ONE, INCORPORATED 81251 WALKER ANN
EQUITY ONE, INCORPORATED 81252 WALKER ANN G
EQUITY ONE, INCORPORATED 81267 COLLAZO ANNE L
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 3349 FRANKFORD AVE PHILADELPHIA PA 19134 261211 34000.00
EQUITY ONE, INCORPORATED 5212 NORTH SYDENHAM STREET PHILADELPHIA PA 19141 161211 45600.00
EQUITY ONE, INCORPORATED 2121 S WOODSTOCK STREET PHILADELPHIA PA 19145 111213 38500.00
EQUITY ONE, INCORPORATED 23 HASTINGS AVE HAVERTOWN PA 19083 261216 124000.00
EQUITY ONE, INCORPORATED 534 HILLCREST AVENUE GLENSIDE PA 19038 261213 140000.00
EQUITY ONE, INCORPORATED 1106 FORD STREET W CONSHOHOCK PA 19428 261206 51000.00
EQUITY ONE, INCORPORATED ROUTE 534 ALBRIGHTSVILLE PA 18210 261210 52000.00
EQUITY ONE, INCORPORATED 4513 DEVEREAUX AVE PHILADELPHIA PA 19135 261211 38700.00
EQUITY ONE, INCORPORATED 143 APPLEDALE ROAD AUDUBON PA 19403 261209 80000.00
EQUITY ONE, INCORPORATED 1901 SHASTA CIRCLE MORTON PA 19070 261213 141750.00
EQUITY ONE, INCORPORATED 245 S GULPH ROAD KING OF PRUSSIA PA 19406 261220 95000.00
EQUITY ONE, INCORPORATED 33 OUTLOOK LANE LEVITTOWN PA 19055 261219 63000.00
EQUITY ONE, INCORPORATED RD 1 MCVEYTOWN PA 17051 261220 47200.00
EQUITY ONE, INCORPORATED 723 BEECH AVE GLENOLDEN PA 19036 161125 68800.00
EQUITY ONE, INCORPORATED 2425 HIGH POINT DRIVE BETHLEHEM PA 18017 261125 160000.00
EQUITY ONE, INCORPORATED 217 E MAIN STREET EPHRATA PA 17522 261204 89250.00
EQUITY ONE, INCORPORATED 109 SHERFIELD COURT ELIZABETHTOWN PA 17022 261202 68200.00
EQUITY ONE, INCORPORATED 259 N OLDS BLVD FAIRLESS HILLS PA 19030 261204 113600.00
EQUITY ONE, INCORPORATED 401 N BUCKTHORN LANGHORNE PA 19047 261204 95000.00
EQUITY ONE, INCORPORATED 507 BIRCHWOOD DRIVE TANNERSVILLE PA 18372 261211 140000.00
EQUITY ONE, INCORPORATED RD# 1 BOX 72 N CAMP STREET WINDSOR PA 17366 261212 93750.00
EQUITY ONE, INCORPORATED 866 PINE ROAD WARMINSTER PA 18974 111213 78000.00
EQUITY ONE, INCORPORATED 13 NEELD LANE ASTON PA 19014 261217 63000.00
EQUITY ONE, INCORPORATED 3234 GREEN STREET HARRISBURG PA 17110 261216 61600.00
EQUITY ONE, INCORPORATED 13 COLONIAL CT BOOTHWYN PA 19061 161220 116000.00
EQUITY ONE, INCORPORATED 1727 TILIA CIRCLE CHESTER PA 19013 111223 48700.00
EQUITY ONE, INCORPORATED 742 HAMILTON STREET LANCASTER PA 17602 261226 57400.00
EQUITY ONE, INCORPORATED 240 HOFFMAN RAOD RIDLEY PARK PA 19078 261226 46200.00
EQUITY ONE, INCORPORATED 399 MOORESTOWN DRIVE BATH PA 18014 261227 152000.00
EQUITY ONE, INCORPORATED 106 PENNSYLVANIA AVE MATAMORAS PA 18337 161220 25000.00
EQUITY ONE, INCORPORATED 124 S REBECCA AVE SCRANTON PA 18504 261226 66000.00
EQUITY ONE, INCORPORATED BOX 1003 BEAR SWAMP MARSHALLS C PA 18335 270103 103000.00
EQUITY ONE, INCORPORATED 8794 COUNTRY PLACE DRIVE TOBYHANNA PA 18466 270106 98400.00
EQUITY ONE, INCORPORATED 4529 WILDE STREET PHILADELPHIA PA 19128 261231 55000.00
EQUITY ONE, INCORPORATED 350 EAST GROVE ST NANTICOKE PA 18634 270113 50400.00
EQUITY ONE, INCORPORATED 51 NEWPORT STREET GLEN LYON PA 18617 270113 46000.00
EQUITY ONE, INCORPORATED LOT 106 FRANKLIN AVE SAYLORSBURG PA 18353 270108 133200.00
EQUITY ONE, INCORPORATED 1902 WEATHERSTONE DRIVE PAOLI PA 19301 270110 146250.00
EQUITY ONE, INCORPORATED 2818 EDGEMONT STREET PHILADELPHIA PA 19134 270114 50000.00
EQUITY ONE, INCORPORATED 322 KENNETT PIKE MENDENHALL PA 19357 270114 42000.00
EQUITY ONE, INCORPORATED 143-145 S EVERETT STREET SCRANTON PA 18504 170121 45000.00
EQUITY ONE, INCORPORATED 2505 SOUTH 77TH STREET PHILADELPHIA PA 19142 270115 38000.00
EQUITY ONE, INCORPORATED 7917 WOOLSTON AVE PHILADELPHIA PA 19150 270116 55900.00
EQUITY ONE, INCORPORATED 639 MEADOW DRIVE LEBANON PA 17042 270210 62400.00
EQUITY ONE, INCORPORATED RD 2 BOX 250 WATSONTOWN PA 17777 270122 80000.00
EQUITY ONE, INCORPORATED PETCHES LANE SHOHOLA PA 18458 270117 54600.00
EQUITY ONE, INCORPORATED 87 WALDEN ROAD LEBANON PA 17042 270127 193600.00
EQUITY ONE, INCORPORATED 705-707 MAIN STREET SCRANTON PA 18508 270121 64000.00
EQUITY ONE, INCORPORATED 609 S MAIN STREET SCRANTON PA 18504 120127 65000.00
EQUITY ONE, INCORPORATED 49 BOROUGH STREET E STROUDSBURG PA 18301 270121 64000.00
EQUITY ONE, INCORPORATED 500 ANALOMINK ROAD E STROUDSBURG PA 18301 270201 106000.00
EQUITY ONE, INCORPORATED 262 W ZERALDA STREET PHILADELPHIA PA 19144 270201 38400.00
EQUITY ONE, INCORPORATED 10 SOUTH BONSALL AVE GLENOLDEN PA 19036 120106 75000.00
EQUITY ONE, INCORPORATED 174 PASCHALL MILL ROAD WEST GROVE PA 19390 270106 106400.00
EQUITY ONE, INCORPORATED 55 TIMBER LANE LEVITTOWN PA 19054 170106 106400.00
EQUITY ONE, INCORPORATED 302 VERNON STREET MEDIA PA 19063 270102 90000.00
EQUITY ONE, INCORPORATED 234 BROOKE STREET MEDIA PA 19063 170113 80000.00
EQUITY ONE, INCORPORATED 407 MITCHELL STREET RIDLEY PARK PA 19078 270113 128000.00
EQUITY ONE, INCORPORATED 207 OSBORNE AVE MORRISVILLE PA 19067 270113 75000.00
EQUITY ONE, INCORPORATED 144 HILLCROFT WAY NEWTOWN PA 18940 270116 100000.00
EQUITY ONE, INCORPORATED 1655 SLATE HILL ROAD DRUMERE PA 17518 170117 98400.00
EQUITY ONE, INCORPORATED 642 CONCORD ROAD CONCORDVILLE PA 19331 270120 114400.00
EQUITY ONE, INCORPORATED 529 W MAIN STREET PEN ARGYL PA 18072 270121 72000.00
EQUITY ONE, INCORPORATED 118 W MAIN STREET PARKESBURG PA 19365 120123 68000.00
EQUITY ONE, INCORPORATED 1054 N WEBSTER AVE SCRANTON PA 18510 270203 76000.00
EQUITY ONE, INCORPORATED 4342 KING GEORGE DRIVE NAZARETH PA 18064 270204 129500.00
EQUITY ONE, INCORPORATED 681 PARK ROAD WEST POINT PA 19486 270201 121500.00
EQUITY ONE, INCORPORATED 28 CHURCH STREET WILLOW GROVE PA 19090 270201 72250.00
EQUITY ONE, INCORPORATED 315 NORTH FULTON STREET ALLENTOWN PA 18102 270201 51200.00
EQUITY ONE, INCORPORATED 611 NORTH 12TH STREET ALLENTOWN PA 18102 270201 52400.00
EQUITY ONE, INCORPORATED 235 TOWNSHIP LINE ROAD UPPER DARBY PA 19082 270202 61200.00
EQUITY ONE, INCORPORATED 366 WASHINGTON AVE JERMYN PA 18433 270201 30000.00
EQUITY ONE, INCORPORATED 368 WASHINGTON AVE JERMYN PA 18433 270201 55000.00
EQUITY ONE, INCORPORATED 1227 LIVEY ST JESSUP PA 18403 270205 138400.00
EQUITY ONE, INCORPORATED 9576 MILLWOOD DRIVE TOBYHANNA PA 18466 270210 64000.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 33886.22 970111 273.33 80.00 O 5 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 45252.94 970111 409.98 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 38078.61 970113 443.65 80.21 O 1 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED 123749.25 970116 1134.28 78.98 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 139611.08 970113 1125.46 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 50896.85 970106 466.52 69.86 O 1 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED 51851.81 970110 414.67 70.27 O 1 0.08900 1 1 0.0050
EQUITY ONE, INCORPORATED 38612.80 970111 339.33 74.42 N 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 79789.41 970109 658.14 50.96 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 141430.53 970113 1242.91 75.00 N 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 94827.12 970120 903.99 69.34 O 1 0.10990 2 3 0.0050
EQUITY ONE, INCORPORATED 62902.85 970119 635.93 68.48 N 1 0.11750 2 3 0.0050
EQUITY ONE, INCORPORATED 47068.88 970120 379.44 78.67 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 66762.80 961225 607.99 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 159437.52 961225 1258.72 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 87634.39 970104 734.24 85.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 68029.60 970102 573.46 80.00 O 3 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 113268.42 970104 893.69 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 94807.51 970104 868.29 73.08 O 1 0.10490 2 1 0.0050
EQUITY ONE, INCORPORATED 139631.45 970111 1151.75 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 93536.75 970112 822.03 75.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 76930.40 970113 779.57 52.70 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 62828.10 970117 495.62 63.64 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 61428.88 970116 495.20 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 114986.48 970120 1025.10 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 48046.20 970123 493.66 69.57 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 57256.58 970126 482.65 79.72 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 46097.90 970126 371.74 55.66 O 1 0.09000 2 1 0.0050
EQUITY ONE, INCORPORATED 151512.28 970127 1332.79 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 24862.24 970120 266.61 28.41 O 1 0.11500 2 1 0.0050
EQUITY ONE, INCORPORATED 65868.23 970126 554.96 78.57 O 5 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 102599.79 970203 942.18 84.77 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 98126.64 970206 791.04 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 54924.70 970131 534.19 61.11 N 51 0.11250 2 3 0.0050
EQUITY ONE, INCORPORATED 50288.40 970213 405.17 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 45915.05 970213 403.34 80.70 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 132957.59 970208 1267.49 90.00 O 1 0.10990 1 1 0.0050
EQUITY ONE, INCORPORATED 146049.69 970210 1420.47 65.00 N 3 0.11250 2 3 0.0050
EQUITY ONE, INCORPORATED 49910.21 970214 438.42 79.37 O 5 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 39899.47 970214 368.27 50.30 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 44722.82 970221 411.85 70.31 O 5 0.09240 2 1 0.0050
EQUITY ONE, INCORPORATED 37938.65 970215 347.32 77.55 O 1 0.10490 1 1 0.0050
EQUITY ONE, INCORPORATED 55825.03 970216 490.15 80.55 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 62350.08 970310 570.33 80.00 O 1 0.10490 2 1 0.0050
EQUITY ONE, INCORPORATED 79822.87 970222 643.12 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 54457.88 970217 561.62 68.25 O 1 0.12000 1 3 0.0050
EQUITY ONE, INCORPORATED 193367.16 970227 1770.94 80.00 O 1 0.10500 2 3 0.0050
EQUITY ONE, INCORPORATED 63885.10 970221 561.17 70.33 N 5 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 64304.51 970227 658.89 77.38 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 63858.28 970221 514.50 80.50 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 105723.50 970301 852.14 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 38341.38 970301 358.46 30.00 O 3 0.10750 2 3 0.0050
EQUITY ONE, INCORPORATED 74197.54 970206 760.25 78.95 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 106134.14 970206 894.67 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 105664.54 970206 1009.22 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 89540.95 970202 708.03 78.26 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 79174.86 970213 758.81 81.63 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 127758.19 970213 1099.72 80.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED 74858.31 970213 644.37 75.00 N 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 99820.45 970216 876.83 80.00 O 3 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 97778.95 970217 869.57 80.00 O 1 0.08750 1 1 0.0050
EQUITY ONE, INCORPORATED 114146.68 970220 919.67 80.00 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 71837.72 970221 631.32 80.00 O 5 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 67256.72 970223 679.63 79.07 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 75880.52 970303 624.68 83.52 O 6 0.09240 2 1 0.0050
EQUITY ONE, INCORPORATED 129181.27 970304 1041.05 70.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 121353.88 970301 1111.41 89.34 O 5 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED 72172.02 970301 688.05 84.01 O 1 0.11000 1 1 0.0050
EQUITY ONE, INCORPORATED 51135.05 970301 458.80 78.17 N 3 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED 52333.51 970301 469.56 81.88 N 3 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED 61090.12 970302 536.62 82.70 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 29956.52 970301 285.47 37.50 N 64 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 54920.31 970301 523.36 68.75 N 1 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 138124.20 970305 1163.74 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 63904.81 970310 538.15 64.00 O 1 0.09500 2 1 0.0050
</TABLE>
Page 13
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 81268 BRYAN MARK D BRYAN THERESA A
EQUITY ONE, INCORPORATED 81272 SMITH YVONNE M
EQUITY ONE, INCORPORATED 81276 GALE ROBERT GALE JUDITH
EQUITY ONE, INCORPORATED 81294 RODRIGUEZ FAUSTO O RODRIGUEZ MARLENE L
EQUITY ONE, INCORPORATED 81295 JONES DONALD W JONES AMY J
EQUITY ONE, INCORPORATED 81302 CHOI JOO WHAN CHOI CHOON SYM
EQUITY ONE, INCORPORATED 81308 UBALDINI RONALD P UBALDINI DENISE
EQUITY ONE, INCORPORATED 81317 SPUDIS ROBERT SPUDIS JOANNE
EQUITY ONE, INCORPORATED 81320 KAUR BHUPINDER
EQUITY ONE, INCORPORATED 81332 FARRELL LAWRENCE M
EQUITY ONE, INCORPORATED 81337 JEFFREY ROSE
EQUITY ONE, INCORPORATED 81356 WHEELER ELLIOT J WHEELER DANA M
EQUITY ONE, INCORPORATED 81357 BIANCULLI EDWARD F BIANCULLI RONALD A
EQUITY ONE, INCORPORATED 81358 NAUMAN LEROY A
EQUITY ONE, INCORPORATED 81365 MITSKY THOMAS J
EQUITY ONE, INCORPORATED 81373 CIUPINSKI MATTHEW K
EQUITY ONE, INCORPORATED 81374 BECKER STEVEN BECKER AMY
EQUITY ONE, INCORPORATED 81377 WAGNER KEITH
EQUITY ONE, INCORPORATED 81381 WAYMON-THREA JEAN
EQUITY ONE, INCORPORATED 81384 NEWCOMB JOSEPH NEWCOMB FLORENCE
EQUITY ONE, INCORPORATED 81389 KRATSA GUS P KRATSA DIANE M
EQUITY ONE, INCORPORATED 81427 GUYER THERESA R
EQUITY ONE, INCORPORATED 81460 KIRLIN RAYMOND H KIRLIN ELLAN
EQUITY ONE, INCORPORATED 81461 KIRLIN RAYMOND H KIRLIN ELLA N
EQUITY ONE, INCORPORATED 81469 VINT LORRELEE M
EQUITY ONE, INCORPORATED 81480 JACQUES CHRIS DOYLE LINDA
EQUITY ONE, INCORPORATED 81487 OCONNOR DAVID OCONNOR LAURIE
EQUITY ONE, INCORPORATED 81527 ROWLES BRYAN K ROWLES TARA L
EQUITY ONE, INCORPORATED 81530 PIERRELUS DESULIEN PIERRELUS SHIRLEY
EQUITY ONE, INCORPORATED 81562 BOND DAVID L BOND MARGARET A
EQUITY ONE, INCORPORATED 81612 MINIO SUSAN C MINIO ANTHONY
EQUITY ONE, INCORPORATED 81634 DUBREE ROBERT J DUBREE KIMBERLY A
EQUITY ONE, INCORPORATED 81647 PRICE BRIAN F PRICE COLLEEN A
EQUITY ONE, INCORPORATED 81659 CUMMINSKEY PATRICK
EQUITY ONE, INCORPORATED 81670 MACKARA JOHN MACKARA LOUISE
EQUITY ONE, INCORPORATED 81675 WARD THOMAS WARD HELEN
EQUITY ONE, INCORPORATED 81676 BONINFANTE ROLAND P BONINFANTE ROSE L
EQUITY ONE, INCORPORATED 81689 WHITMAN FREDERICK WHITMAN MARIE
EQUITY ONE, INCORPORATED 81694 COUNTERMAN LOIS A
EQUITY ONE, INCORPORATED 81696 LANGDON JOSEPH LANGDON JOANN
EQUITY ONE, INCORPORATED 81698 THOMAS HOPE
EQUITY ONE, INCORPORATED 81699 KILLINO PAUL KILLINO TANYA
EQUITY ONE, INCORPORATED 81700 ZEMALKOWSKI EDWARD ZEMALKOWSKI CAROL
EQUITY ONE, INCORPORATED 81704 BAILEY ROY F BAILEY CYNTHIA L
EQUITY ONE, INCORPORATED 81706 KONOPKA CELIA M
EQUITY ONE, INCORPORATED 81709 UREN PETER G
EQUITY ONE, INCORPORATED 81713 ANDERSEN GREGORY S ANDERSEN ANGELA
EQUITY ONE, INCORPORATED 81716 KONOPKA CEIL M GARIEPY JOHN J
EQUITY ONE, INCORPORATED 81723 ROHRER-VARNE KIMBER
EQUITY ONE, INCORPORATED 81725 BUCK CHARLES F
EQUITY ONE, INCORPORATED 81726 LOPRESTI MARILYN J
EQUITY ONE, INCORPORATED 81730 MCNICHOLAS RICHARD MCNICHOLAS KATHARINE
EQUITY ONE, INCORPORATED 81847 HOWELL BOBBY R HOWELL CAROL A
EQUITY ONE, INCORPORATED 81892 BALASCO JOEL P BALASCO REBECCA J
EQUITY ONE, INCORPORATED 81951 CROUCH BRIAN A
EQUITY ONE, INCORPORATED 81992 WILSON DAVID A WILSON DEBORAH C
EQUITY ONE, INCORPORATED 82082 EVANS WILLIAM A
EQUITY ONE, INCORPORATED 82089 CABIRIA JONATHAN
EQUITY ONE, INCORPORATED 82143 DAS NIRODE DAS CYNTHIA
EQUITY ONE, INCORPORATED 82194 GOWER ROBERT GOWER DONNA
EQUITY ONE, INCORPORATED 82200 GARDNER LAUREL
EQUITY ONE, INCORPORATED 82222 SCHNITFINK MARIA
EQUITY ONE, INCORPORATED 82223 PELITSCH CHRIS PELITSCH ELLEN
EQUITY ONE, INCORPORATED 82232 OSHANICK JOHN
EQUITY ONE, INCORPORATED 82241 WILSON NATHANIEL
EQUITY ONE, INCORPORATED 82301 FRY RICHARD FRY DOROTHY
EQUITY ONE, INCORPORATED 82312 PAULES DONALD F PAULES DOROTHY M
EQUITY ONE, INCORPORATED 82412 KELLY MICHAEL L
EQUITY ONE, INCORPORATED 82414 ELUM KEVIN T
EQUITY ONE, INCORPORATED 82415 STAUB JUNE E
EQUITY ONE, INCORPORATED 82416 COLGAN WILLIAM D COLGAN DIANE R
EQUITY ONE, INCORPORATED 82425 GIOVANNI FRANK R GIOVANNI IRENE A
EQUITY ONE, INCORPORATED 82458 LINTON THOMAS LINTON REBECCA JEAN
EQUITY ONE, INCORPORATED 82522 FORMICA WILLIAM A FORMICA ELIZABETH K
EQUITY ONE, INCORPORATED 82523 FORMICA WILLIAM A FORMICA ELIZABETH
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT PRIN BAL
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 655 SEYBERT STREET HAZELTON PA 18201 270210 63600.00 63494.79
EQUITY ONE, INCORPORATED RR3 LOCUST DRIVE DALTON PA 18414 270210 43000.00 42942.34
EQUITY ONE, INCORPORATED 20 LAW STREET PITTSTON PA 18640 270211 76000.00 75867.88
EQUITY ONE, INCORPORATED LOT 193/194 SEC F MARVIN G TOBYHANNA PA 18466 270214 97600.00 97446.73
EQUITY ONE, INCORPORATED 1712 FOREST ACRE DRIVE CLARK SUMMIT PA 18411 270217 80000.00 79907.61
EQUITY ONE, INCORPORATED 739 STRAHL STREET PHILADELPHIA PA 19111 270228 90750.00 90640.85
EQUITY ONE, INCORPORATED 315 3RD STREET BLAKELY PA 18447 270217 73600.00 73478.24
EQUITY ONE, INCORPORATED RR2 BOX 519 TUNKHANNOCK PA 18657 270218 96000.00 95841.17
EQUITY ONE, INCORPORATED 7017 PENNSYLVANIA AVE UPPER DARBY PA 19082 120213 75000.00 73912.65
EQUITY ONE, INCORPORATED 449 BEAUMONT CIRCLE W CHESTER PA 19380 270214 204000.00 203696.60
EQUITY ONE, INCORPORATED 3236 RUBY COURT SAYLORSBURG PA 18353 270220 121200.00 120989.28
EQUITY ONE, INCORPORATED 10 STEPHANIE WAY STROUDSBURG PA 18360 270218 134100.00 133938.72
EQUITY ONE, INCORPORATED 2745 S CLEVELAND STREET PHILADELPHIA PA 19145 270224 68000.00 67887.50
EQUITY ONE, INCORPORATED 5504 DORCHESTER ROAD TOBYHANNA PA 18466 270218 59200.00 59134.95
EQUITY ONE, INCORPORATED 14 ASH STREET CRESSONA PA 17929 270224 63000.00 62972.08
EQUITY ONE, INCORPORATED 492 SLOCUM STREET SWOYERSVILLE PA 18704 270220 50000.00 49925.62
EQUITY ONE, INCORPORATED RR#3 BOX 267 CORTEZ ROAD LAKE ARIEL PA 18436 270225 65200.00 64724.43
EQUITY ONE, INCORPORATED 224 S SECOND STREET LEWISBURG PA 17837 170228 100000.00 99699.05
EQUITY ONE, INCORPORATED 1413 W 68TH AVE PHILADELPHIA PA 19126 120228 39000.00 38708.82
EQUITY ONE, INCORPORATED 419 GORSUCH STREET FOLSOM PA 19033 270228 70000.00 69884.41
EQUITY ONE, INCORPORATED 1 STATION ROAD WAWA PA 19063 170124 400000.00 397725.77
EQUITY ONE, INCORPORATED 515A CONCHESTER HGWY BOOTHWYN PA 19061 270128 130000.00 129816.57
EQUITY ONE, INCORPORATED 35 DAVID HEISER ROAD DOUGLASSVILLE PA 19518 270204 114750.00 114543.93
EQUITY ONE, INCORPORATED 31 DAVID HEISER ROAD DOUGLASSVILLE PA 19518 270204 107250.00 107067.41
EQUITY ONE, INCORPORATED RR#2 FLINT HILL ROAD BX142 LANDENBERG PA 19350 270204 108000.00 106983.27
EQUITY ONE, INCORPORATED 426 YORK AVE LANSDALE PA 19446 170204 70300.00 69873.65
EQUITY ONE, INCORPORATED 66 GREENTREE CIRCLE SCIOTA PA 18354 270201 99200.00 98980.36
EQUITY ONE, INCORPORATED 709 NEW BLOOMFIELD ROAD DUNCANNON PA 17020 270211 77500.00 77371.80
EQUITY ONE, INCORPORATED 1700 CONLYN STREET PHILADELPHIA PA 19141 120206 46900.00 46557.66
EQUITY ONE, INCORPORATED 659 COPELAND SCHOOL ROAD W CHESTER PA 19380 170212 150000.00 149576.93
EQUITY ONE, INCORPORATED 112 CHERRY STREET SELLERSVILLE PA 18960 270218 97000.00 96532.19
EQUITY ONE, INCORPORATED 584 WOODFORD ROAD N WALES PA 19454 270307 219200.00 219004.83
EQUITY ONE, INCORPORATED 1172 MEREDITH LANE CHESTER SPRING PA 19425 270324 250000.00 249777.42
EQUITY ONE, INCORPORATED 4553 ALMOND STREET PHILADELPHIA PA 19137 270314 29900.00 29874.83
EQUITY ONE, INCORPORATED 2623 SOUTH WATTS STREET PHILADELPHIA PA 19148 40328 40000.00 39310.04
EQUITY ONE, INCORPORATED RD 2 BOX 2182 HOLLY ROAD FACTORVILLE PA 18419 270225 105000.00 104843.50
EQUITY ONE, INCORPORATED 2430 SOUTH 15TH STREET PHILADELPHIA PA 19145 270303 62000.00 61931.87
EQUITY ONE, INCORPORATED 59 TERRACE AVE CARBONDALE PA 18407 120310 40800.00 40602.12
EQUITY ONE, INCORPORATED RR#1 BOX 1539 SAYLORSBURG PA 18353 270310 67000.00 66926.37
EQUITY ONE, INCORPORATED 11 STERLING AVE WILKES BARRE PA 18702 270311 68000.00 67925.28
EQUITY ONE, INCORPORATED 521 HIGHLAND TERRACE WILLIAMSPORT PA 17701 270307 92000.00 91898.91
EQUITY ONE, INCORPORATED 709-711 UNION STREET TAYLOR PA 18517 270312 87200.00 87088.42
EQUITY ONE, INCORPORATED 707 CROWN AVE SCRANTON PA 18505 270312 40000.00 39964.39
EQUITY ONE, INCORPORATED 622 RED OAK LANE TANNERSVILLE PA 18372 270317 110000.00 109902.05
EQUITY ONE, INCORPORATED 1801 LUZERNE STREET SCRANTON PA 18504 270317 68000.00 67929.07
EQUITY ONE, INCORPORATED 62-64 ATLANTIC AVE EDWARDSVILLE PA 18704 270314 51200.00 51152.03
EQUITY ONE, INCORPORATED 1713 VALLEY VIEW DRIVE BLAKESLEE PA 18334 270314 108400.00 108359.19
EQUITY ONE, INCORPORATED 1130 W GIBSON ST SCRANTON PA 18504 270318 50000.00 49921.46
EQUITY ONE, INCORPORATED 1131 HARRISBURG PIKE CARLISLE PA 17013 270321 113000.00 112875.84
EQUITY ONE, INCORPORATED 17-19 E THIRD STREET BETHLEHEM PA 18017 170320 95000.00 94667.31
EQUITY ONE, INCORPORATED 210 NORTH 9TH STREET STROUDSBURG PA 18360 270321 46500.00 46458.59
EQUITY ONE, INCORPORATED 6267 PINE RIDGE BUSHKILL PA 18324 270328 101200.00 101109.91
EQUITY ONE, INCORPORATED 1740 BUTZTOWN ROAD BETHLEHEM PA 18017 120226 120400.00 119816.06
EQUITY ONE, INCORPORATED 277 CARDIFF ROAD FAIRLESS HILL PA 19030 170304 58000.00 57745.69
EQUITY ONE, INCORPORATED 2 SOMERS AVE FEASTERVILLE PA 19053 170304 112000.00 111630.11
EQUITY ONE, INCORPORATED 1214 MALINDA ROAD ORELAND PA 19075 270201 124000.00 122559.91
EQUITY ONE, INCORPORATED 7884 PROVIDENT ROAD PHILADELPHIA PA 19150 170401 38000.00 37899.36
EQUITY ONE, INCORPORATED 869 N LAWRENCE STREET PHILADELPHIA PA 19123 270404 64000.00 63789.90
EQUITY ONE, INCORPORATED 25 POPLAR PLACE SECT 4 TUNKHANNOCK PA 18657 270401 165000.00 164914.46
EQUITY ONE, INCORPORATED RR1 BOX 1779 BERWICK PA 18603 270401 76000.00 75907.42
EQUITY ONE, INCORPORATED 233 RAINBOW DRIVE LAKE ARIEL PA 18436 270327 42400.00 41951.92
EQUITY ONE, INCORPORATED RR 2 BOX 505 NEW MILFORD PA 18834 270415 86000.00 85910.49
EQUITY ONE, INCORPORATED 7073 BEAVER COURT TOBYHANNA PA 18466 270415 132000.00 131927.39
EQUITY ONE, INCORPORATED 1419 SOUTH IRVING AVE SCRANTON PA 18505 120401 52800.00 52526.13
EQUITY ONE, INCORPORATED 4608 WOODLAND AVE PHILADELPHIA PA 19143 70404 26250.00 25977.43
EQUITY ONE, INCORPORATED 62 ROSE OF SHARON DRIVE ETTERS PA 17319 120319 75150.00 74802.19
EQUITY ONE, INCORPORATED 67 HELLERS CHURCH ROAD LEOLA PA 17540 170321 67300.00 67077.74
EQUITY ONE, INCORPORATED 12909 MEDFORD ROAD PHILADELPHIA PA 19154 120320 42000.00 41761.56
EQUITY ONE, INCORPORATED 801 MAGEE STREET PHILADELPHIA PA 19111 270325 80800.00 80711.23
EQUITY ONE, INCORPORATED 141 ANDOVER ROAD FAIRLESS HILLS PA 19030 120321 50000.00 49573.12
EQUITY ONE, INCORPORATED 42 HILLSIDE AVE UPPER DARBY PA 19082 170321 72000.00 71790.36
EQUITY ONE, INCORPORATED 635 SUMMIT AVE PHILADELPHIA PA 19128 170321 105600.00 105251.25
EQUITY ONE, INCORPORATED 206 DONNELLY AVE ASTON PA 19014 270325 56000.00 55973.87
EQUITY ONE, INCORPORATED 116 S ARCH STREET LANCASTER PA 17601 270401 39000.00 38986.06
EQUITY ONE, INCORPORATED 355 S QUEEN STREET LANCASTER PA 17601 270401 43500.00 43484.46
<CAPTION>
SELLER 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 970310 511.28 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970310 377.04 51.19 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970311 597.89 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 970314 802.22 80.00 O 1 0.09240 2 1 0.0050
EQUITY ONE, INCORPORATED 970317 629.36 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 970328 830.13 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 970317 591.67 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970318 771.75 80.00 O 1 0.08990 2 3 0.0050
EQUITY ONE, INCORPORATED 970313 817.46 68.18 O 1 0.10250 1 1 0.0050
EQUITY ONE, INCORPORATED 970314 1715.34 80.00 O 1 0.09500 1 1 0.0050
EQUITY ONE, INCORPORATED 970320 953.48 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 970318 1226.67 90.00 O 1 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED 970324 546.65 80.00 O 3 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970318 475.91 80.00 O 1 0.08990 1 3 0.0050
EQUITY ONE, INCORPORATED 970324 552.40 74.12 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970320 420.43 71.43 O 1 0.09500 1 3 0.0050
EQUITY ONE, INCORPORATED 970325 571.69 63.92 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970328 899.08 78.74 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970328 413.15 60.94 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 970328 563.24 59.32 O 1 0.09000 2 1 0.0050
EQUITY ONE, INCORPORATED 970224 3728.52 78.43 O 1 0.09500 2 3 0.0050
EQUITY ONE, INCORPORATED 970228 1116.90 73.86 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 970304 1006.17 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970304 960.27 75.00 N 1 0.10240 2 1 0.0050
EQUITY ONE, INCORPORATED 970304 849.64 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 970304 632.06 54.08 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970301 797.47 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970311 623.02 77.50 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970306 503.99 70.00 N 2 0.10000 1 1 0.0050
EQUITY ONE, INCORPORATED 970312 1398.20 38.96 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 970318 763.10 76.98 O 3 0.08750 2 3 0.0050
EQUITY ONE, INCORPORATED 970407 1922.02 88.74 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 970424 2192.08 43.25 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970414 267.93 76.67 O 1 0.10250 1 1 0.0050
EQUITY ONE, INCORPORATED 970428 643.36 64.52 O 3 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970325 882.13 66.88 O 1 0.09490 1 1 0.0050
EQUITY ONE, INCORPORATED 970403 498.42 82.67 O 3 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970410 438.19 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970410 538.62 70.53 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970411 546.65 78.16 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970407 739.59 80.00 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 970412 655.10 80.00 O 5 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970412 350.73 80.00 O 1 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 970417 964.52 70.06 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970417 558.93 79.07 O 5 0.09240 2 1 0.0050
EQUITY ONE, INCORPORATED 970414 439.89 78.77 O 5 0.09750 1 1 0.0050
EQUITY ONE, INCORPORATED 970414 1011.89 89.96 O 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED 970418 410.98 62.58 O 5 0.09240 2 1 0.0050
EQUITY ONE, INCORPORATED 970421 908.41 77.40 O 6 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 970420 979.93 57.58 N 64 0.10990 2 3 0.0050
EQUITY ONE, INCORPORATED 970421 407.73 75.00 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 970428 887.35 80.00 O 1 0.09990 2 3 0.0050
EQUITY ONE, INCORPORATED 970326 1293.09 70.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970404 531.20 52.73 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 970404 954.31 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970301 996.84 80.00 O 1 0.08990 3 1 0.0050
EQUITY ONE, INCORPORATED 970501 366.46 71.03 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 970504 549.86 79.01 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 970501 1357.41 70.21 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 970501 610.97 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970427 340.85 80.00 O 1 0.08990 1 1 0.0050
EQUITY ONE, INCORPORATED 970515 707.50 65.65 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 970515 1061.15 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970501 543.41 80.00 O 5 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 970504 332.38 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970419 830.71 90.00 O 3 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED 970421 573.44 65.98 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970420 407.46 49.41 O 3 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970425 649.55 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 970421 485.07 55.56 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970421 659.42 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 970421 899.78 80.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED 970425 481.13 53.33 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 970501 371.11 75.00 N 3 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 970501 413.93 75.00 N 3 0.10990 2
</TABLE>
Page 14
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 82524 FORMICA WILLIAM A FORMICA ELIZABETH K
EQUITY ONE, INCORPORATED 82525 FORMICA WILLIAM A FORMICA ELIZABETH K
EQUITY ONE, INCORPORATED 82538 CONANT STEVE CONANT KATHLEEN
EQUITY ONE, INCORPORATED 82558 EISENHARD JAMES E EISENHARD JOYCE E
EQUITY ONE, INCORPORATED 82625 SECHRIST THOMAS C SECHRIST PATRICIA D
EQUITY ONE, INCORPORATED 82692 BENDER DAVID C
EQUITY ONE, INCORPORATED 82711 WEST FRANCIS WEST HATTIE
EQUITY ONE, INCORPORATED 82797 READ HOWARD W
EQUITY ONE, INCORPORATED 82799 KIRKWOOD PAUL KIRKWOOD ELIZABETH
EQUITY ONE, INCORPORATED 82822 DINKINS JOHN DESHIELD BRENDA
EQUITY ONE, INCORPORATED 82883 HUETHER CHARLES G HUETHER EILEEN A
EQUITY ONE, INCORPORATED 82885 GILL GEORGE GILL BARBARA
EQUITY ONE, INCORPORATED 82907 STAVISH ROBERT
EQUITY ONE, INCORPORATED 82910 DRISCOLL DENNIS P DRISCOLL MICHELLE
EQUITY ONE, INCORPORATED 82915 DELANEY BRIAN
EQUITY ONE, INCORPORATED 82923 RICHARDSON WILLIAM S RICHARDSON NANCY E
EQUITY ONE, INCORPORATED 82924 WARNOCK WILLIAM NICK
EQUITY ONE, INCORPORATED 82925 ECK BARRY ECK JANE
EQUITY ONE, INCORPORATED 82931 SMITH GERALD D
EQUITY ONE, INCORPORATED 82932 KIRTON DARNLEY D ALI-KIRTON CHERYL S
EQUITY ONE, INCORPORATED 82957 ABRAHAMSON JEFFREY M
EQUITY ONE, INCORPORATED 82958 ABRAHAMSON JEFFREY M
EQUITY ONE, INCORPORATED 83000 MCDONNELL CHRISTOPHER MCDONNELL MAUREEN
EQUITY ONE, INCORPORATED 83021 HELLINGS KENNETH HELLINGS JOYCE
EQUITY ONE, INCORPORATED 83042 SANCHEZ WILSON SANCHEZ NORMA
EQUITY ONE, INCORPORATED 83079 MCNAMEE RICHARD MCNAMEE MARYANN
EQUITY ONE, INCORPORATED 83097 EBERSOL MICHAEL E EBERSOL AMY B
EQUITY ONE, INCORPORATED 83099 VENDY ANGELO P VENDY HAZEL J
EQUITY ONE, INCORPORATED 83429 DANKO MARTIN FRANCES
EQUITY ONE, INCORPORATED 83487 SCHALLACK LINDA F
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 74500 WAGNER FRANK W WAGNER ROBIN C
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 77939 ALSTON ERVENIA M
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 78011 OYOLA OLINDA M
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 78488 JOHNSON KAREN L
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 78495 AINSWORTH RICHARD AINSWORTH HELEN JANE
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 78615 LEIGH CHARLOTTE
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 78778 HAMILTON EDMOND HAMILTON ANNIE
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 79054 OYOLA OLINDA M
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 79446 HODGE ROXANNE THERESA
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 79579 MEREDITH THOMAS J MEREDITH WENDY K
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 79580 MEREDITH THOMAS J MEREDITH WENDY K
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 79654 WATSON MARIE A
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 80404 JOHNSON JEROME
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 80405 VOGT KURTZ JOSEPH CLARKE KURTZ CATHLEEN
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 80502 THOMAS DOROTHY E
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 80699 NASH BRIAN J NASH MARIAN L
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 81126 PERSON WILLIE EDWARD FREEMAN DIANA
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 81242 MELICK ROGER D
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82001 TONEY LULA WILLIAMS JOYCE B
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82295 SMITH LARRY B SMITH ROBIN L
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82299 MOODY SHARON ANN
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82438 ROTH CHARLES H ROTH THERESA E
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82447 DONAWA AZIM DONAWA BISSOONDAV
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82450 MCGLAUGHLIN KENNETH MCGLAUGHLIN DEBBIE
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82465 LEWIS DAISY P
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82599 ALEXANDER HARRY CREIGHTON BERTHA C
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 82810 HOLLAND ROXSAND
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 83013 MONROE ROY S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 78006 HOKE GEORGE W HAMILTON EVELYN
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 78542 RICARDO RAYMOND C RICARDO LUZUIMINDA V
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 79670 MURPHY PATTY S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 79764 TYREE MELVIN TYREE JOANN H
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 79765 FELLOWS DANIEL M FELLOWS KATHERINE H
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80602 HAUSMAN CONSTANCE T
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80653 ADKINS CHARLES D ADKINS JOYCE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80658 BARGER RALPH E BARGER JOAN
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80659 BARONE VINCENT J BARONE RUTH
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80661 BOWLING REED J BOWLING SHELLIE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80663 HARLOW LOURIE F
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80666 HOLTSLAG LARS HOLTSLAG LUCY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80668 KOST BRYAN D KOST SHARON M
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 16 HAZEL STREET LANCASTER PA 17603 270401 33750.00
EQUITY ONE, INCORPORATED 543 ROCKLAND STREET LANCASTER PA 17602 270401 42750.00
EQUITY ONE, INCORPORATED 642 AGNES AVE MORTON PA 19070 170401 88000.00
EQUITY ONE, INCORPORATED 4991 HAMILTON BLVD ALLENTOWN PA 18106 270404 105000.00
EQUITY ONE, INCORPORATED 414 FREDERICK STREET SINKING SPRING PA 19608 270201 72000.00
EQUITY ONE, INCORPORATED 300 NORTH STREET LYKENS PA 17048 120414 52500.00
EQUITY ONE, INCORPORATED 1341 MCFERRAN STREET PHILADELPHIA PA 19140 170326 22500.00
EQUITY ONE, INCORPORATED 2905 STONY CREEK ROAD NORRISTOWN PA 19401 170417 53000.00
EQUITY ONE, INCORPORATED 3215 HOLLY ROAD PHILADELPHIA PA 19154 170418 68800.00
EQUITY ONE, INCORPORATED 1411 ROTHLEY AVE WILLOW GROVE PA 19090 270529 75000.00
EQUITY ONE, INCORPORATED 2620 ROCKY MOUNTAIN SUGAR GREENTOWN PA 18426 270423 92800.00
EQUITY ONE, INCORPORATED PO BOX 672 DINGMANS FE PA 18328 270428 55200.00
EQUITY ONE, INCORPORATED 92 SHERIDAN STREET WILKES BARRE PA 18702 270514 63000.00
EQUITY ONE, INCORPORATED LOT 6 STEPHANIE WAY STROUDSBURG PA 18360 270509 131450.00
EQUITY ONE, INCORPORATED RR1 BOX 1036 FAWN ACRES BARTONSVILLE PA 18321 270520 124500.00
EQUITY ONE, INCORPORATED 799 SUGARBRIDGE ROAD WEST CHESTER PA 19380 270520 85000.00
EQUITY ONE, INCORPORATED 672 METRO COURT EXTON PA 19341 270516 110800.00
EQUITY ONE, INCORPORATED 720-722 GRACE STREET WILLIAMSPORT PA 17701 270519 49000.00
EQUITY ONE, INCORPORATED 3008 CEDAR AND HUCKLEBERRY LONG POND PA 18334 270529 107000.00
EQUITY ONE, INCORPORATED 123 CLIVEDON DRIVE NEWTON PA 18940 270527 214300.00
EQUITY ONE, INCORPORATED 4414 PINE STREET PHILADELPHIA PA 19104 270430 57000.00
EQUITY ONE, INCORPORATED 4408 PINE STREET PHILADELPHIA PA 19104 270430 60000.00
EQUITY ONE, INCORPORATED 557 COMLY STREET PHILADELPHIA PA 19120 270422 50000.00
EQUITY ONE, INCORPORATED 1902 BRADFORD PLACE MORTON PA 19425 270508 154500.00
EQUITY ONE, INCORPORATED 106 EAST ROOSEVELT BLVD PHILADELPHIA PA 19120 70527 40000.00
EQUITY ONE, INCORPORATED 524 N MORTON AVE MORTON PA 19070 120422 95000.00
EQUITY ONE, INCORPORATED 162 BUTTER ROAD LEOLA PA 17540 170423 60500.00
EQUITY ONE, INCORPORATED LOT 136 BROAD MOUNTAIN DR JIM THORPE PA 18229 270423 75000.00
EQUITY ONE, INCORPORATED 521 PRESTON LANE HATBORO PA 19040 40501 27000.00
EQUITY ONE, INCORPORATED 1453 GRAND OAK LANE WEST CHESTER PA 19380 270505 132600.00
28167495.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2031 STONE ROAD WESTMINSTER MD 21158 260401 156000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 3939 STOKES DRIVE BALTIMORE MD 21229 260619 55200.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 233 SOUTH BROADWAY BALTIMORE MD 21231 210621 123000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2653 AISQUITH STREET BALTIMORE MD 21218 210712 49500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 105 DORCHESTER STREET OCEAN CITY MD 21842 210712 214500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 532 WILSON BRIDGE DRIVE OXON HILL MD 20745 260729 58650.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 4828 GREENSPRING AVENUE BALTIMORE MD 21208 110819 34000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 235 SOUTH BROADWAY BALTIMORE MD 21231 210823 59500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 8227 PEACH ORCHARD ROAD DUNDALK MD 21222 260918 75000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1645 EASTERN AVENUE BALTIMORE MD 21221 61002 97500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1617 RICKENBACKER ROAD BALTIMORE MD 21221 61002 97500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 206 CEDAR RIDGE DRIVE OXON HILL MD 20745 261004 125000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 7821 OAKLEIGH ROAD BALTIMORE MD 21234 211122 135000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 339 SOUTH ANN STREET BALTIMORE MD 21231 211125 66500.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2703 FLAG MARSH ROAD MT AIRY MD 21771 161115 44000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 9840 MIDDLE MEADOW RD ELLICOT CITY NJ 8042 261224 267000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 207 RIVER BEND ROAD FORT WASHINGT MD 20744 270115 203000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2203 COASTAL HIGHWAY 303-C OCEAN CITY MD 21842 270201 107900.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 4317 PARK HEIGHTS AVE BALTIMORE MD 21215 270307 48000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2601 CEDARBRUST DRIVE REISTERSTOWN MD 21136 170319 98000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 4712 OLD YORK ROAD BALTIMORE MD 21212 270318 56000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1857 ROBINSON MILL ROAD DARLINGTON MD 21034 270325 185000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1877 MARSHALL ROAD BALTIMORE MD 21222 270325 89250.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 3230 LINEBORO ROAD MANCHESTER MD 21102 170327 75000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1015 N WOODINGTON AVE BALTIMORE MD 21229 270326 67050.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 2132 PARK AVE BALTIMORE MD 21217 270407 40000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1603 GWYNNS FALLS PARKWAY BALTIMORE MD 21217 270421 52000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 1632 PIN OAK DRIVE WALDORF MD 20601 270501 66500.00
2745550.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 363 BRADLEY STREET ABINGDON VA 24210 110628 57999.97
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2980 JOHN TYLER HIGHWAY WILLIAMSBURG VA 23185 160719 195000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3106 DAN RIVER CHURCH ROAD SOUTH BOSTON VA 24592 261016 85000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 133 SOUTHSIDE DRIVE ROCKY MT VA 24151 111030 60000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2160 DEVONSHIRE ROAD CHARLOTTESVILE VA 22901 261015 196000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 6020 ORIOLE LANE ROANOKE VA 24018 261217 123249.31
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 220 HILL STREET TAZEWELL VA 24651 110807 80549.23
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 636 CLEVELAND AVE SALEM VA 24153 110807 70999.57
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3525 VICTORIA DRIVE VA BEACH VA 23452 160802 67199.97
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2868 INMAN ROAD DANVILLE VA 24541 160809 59999.61
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. PO BOX 134 EAGLE ROCK VA 24085 110918 39199.64
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 6325 STONEY ROAD MIDLAND VA 22728 260801 148751.03
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 124 SPRING ROAD FRONT ROYAL VA 22630 160723 84500.00
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED 33737.94 970501 321.15 75.00 N 3 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 42734.72 970501 406.80 75.00 N 3 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED 87863.90 970501 777.67 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 104442.45 970504 844.10 75.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 71884.01 970301 658.62 80.00 O 1 0.10500 3 1 0.0050
EQUITY ONE, INCORPORATED 52370.39 970514 556.17 68.18 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 22436.54 970426 209.73 75.00 O 3 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED 52917.46 970517 468.37 53.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 68700.21 970518 630.12 80.00 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 75000.00 970629 657.62 75.00 O 1 0.09990 1 3 0.0050
EQUITY ONE, INCORPORATED 92754.25 970523 779.64 80.00 O 1 0.09490 2 1 0.0050
EQUITY ONE, INCORPORATED 55057.39 970528 454.12 78.97 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 63000.00 970614 518.29 79.75 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED 131400.51 970609 1227.06 88.82 O 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED 124500.00 970620 1069.65 84.98 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 85000.00 970620 745.31 51.52 O 1 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED 110800.00 970616 1012.70 89.35 O 1 0.10490 2 1 0.0050
EQUITY ONE, INCORPORATED 49000.00 970619 457.41 70.00 N 5 0.10750 2 1 0.0050
EQUITY ONE, INCORPORATED 107000.00 970629 938.21 74.56 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 214300.00 970627 1841.17 79.99 O 1 0.09750 1 1 0.0050
EQUITY ONE, INCORPORATED 56971.88 970530 510.78 65.14 N 1 0.10250 1 1 0.0050
EQUITY ONE, INCORPORATED 59972.50 970530 537.66 70.59 N 1 0.10250 1 1 0.0050
EQUITY ONE, INCORPORATED 49926.67 970522 447.68 71.43 N 1 0.10240 2 1 0.0050
EQUITY ONE, INCORPORATED 154431.50 970608 1354.71 75.00 N 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED 40000.00 970627 506.49 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED 94765.49 970522 1006.39 67.38 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 60406.51 970523 534.64 49.59 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED 74968.55 970523 672.08 69.44 O 1 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED 26769.38 970601 444.75 20.93 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED 132527.42 970605 1065.98 64.68 O 1 0.08990 2 1 0.0050
28010196.70
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 154669.81 960501 1199.51 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 54854.96 960719 443.75 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 120998.11 960721 1227.83 60.00 O 64 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 49251.42 960812 494.13 55.00 N 64 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 213140.81 960812 2141.22 65.00 N 64 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 58212.03 960829 525.56 75.00 O 4 0.10250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 33250.46 960919 375.84 57.63 O 1 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 58570.65 960923 604.80 49.17 N 1 0.11500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 74688.26 961018 590.03 55.56 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 94311.57 961102 1356.90 65.00 O 50 0.11250 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 94311.57 961102 1356.90 65.00 N 50 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 124696.13 961104 1214.08 73.53 O 1 0.11250 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 134557.17 961222 1420.86 64.29 O 64 0.11990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 66229.64 961225 639.79 60.45 N 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 43667.04 961215 439.29 38.26 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 266540.70 970124 2593.27 82.15 O 1 0.11250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 202628.47 970215 1766.49 65.48 O 1 0.09900 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 107706.27 970301 946.10 79.93 N 4 0.09990 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 47935.58 970407 420.88 80.00 O 3 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 97631.91 970419 929.55 57.65 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 55685.52 970418 440.55 80.00 O 3 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 184763.26 970425 1389.84 74.00 O 1 0.08250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 89174.36 970425 799.77 75.00 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 74801.39 970427 723.27 75.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 66991.05 970426 625.90 90.00 O 1 0.10750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 39984.94 970507 373.39 80.00 O 1 0.10750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 51976.95 970521 455.95 80.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One Mortgage Company 66109.03 970601 632.79 70.00 N 1 0.10990 2 3 0.0050
2727339.06
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 56133.58 960728 562.67 38.67 O 1 0.08250 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 192649.07 960819 2011.44 60.00 N 1 0.10990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 84652.09 961116 745.30 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 58839.75 961130 599.66 72.29 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 195310.97 961115 1541.93 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 122971.53 970117 1080.69 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 78787.46 960907 890.39 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 69196.58 960907 709.60 75.53 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 66200.09 960902 593.85 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 59294.17 960909 530.22 65.57 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 38392.82 961018 409.33 80.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 148379.17 960801 1250.77 85.00 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83502.15 960823 759.72 80.48 O 1 0.08990 2 1 0.0050
</TABLE>
Page 15
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80717 BOUTCHYARD LARRY D BOUTCHYARD DONNA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80722 STONEMAN GARY L STONEMAN JANICE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80723 SWEENEY DONNA B
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 80744 RUTHERFORD JAMES R RUTHERFORD ZESSIE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81080 WINGATE EDWARD A WINGATE WANDA B
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81081 WHITE HERMAN R
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81086 MCCLURE CHRISTINE M
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81115 MILLER RAYMOND G MILLER MARY LOU
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81400 FORTIN PAUL L
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81411 CLARK ROBERT L CLARK DIANE C
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81413 CRAWFORD OLIVER L CRAWFORD MARGARET C
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81417 JONES JOHN C JONES TERESA L
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81418 JORDAN MARC R JORDAN SUSAN
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81419 KENNEDY CLARENCE E KENNEDY ALBERTA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81420 PEASLEY DON M PEASLEY DEBORAH M
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81532 WALKE JEFFREY L
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81588 WARD DAVID WARD MABLE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81824 PUFFENBARGER JOHN M PUFFENBARGER TERESA C
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81888 ADAMS PAUL B ADAMS VELVET
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81896 CARTER DOUGLAS CARTER RACHEL
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81904 JENKINS JAMES T JENKINS JOYCE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81937 MARKS WILLIAM W MARKS BRENDA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81938 MATHENY KENNETH W MATHENY LEIGHANDA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81940 MURPHY JULIA A
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81941 PAXTON WILLIAM T PAXTON REBECCA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81943 REICHNER WILLIAM D REICHNER JACQUELYN
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81944 ROBLES FELIX ROBLES KAREN
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81945 SHORTER DONALD G SHORTER PATRICIA A
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82066 JOHNSON HERBERT H JOHNSON CYNTHIA F
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82321 ALFORD EDWARD C ALFORD AMY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82323 AUSTIN DAVID P AUSTIN PAULA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82324 BLACKWELL DARRELL G BLACKWELL SHERRY D
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82327 BROWN CORNELIUS B BROWN CLARA G
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82329 BUCHER ERIC D
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82332 CARTER KENNETH R
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82336 DENTON BARBARA E LEWIS DAVID R
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82337 DIXON MICHAEL H DIXON MISTY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82338 DUBOIS BERTHA L
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82339 FINK PAMELA J
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82340 FOWLER DONALD L FOWLER SUE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82342 GARRETT ERMA JEAN GARRETT KENNETH LEE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82343 GODBEE JACKEY D
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82344 GOLDMAN VERNICE N
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82345 GOUGH VERILYN T
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82350 HENDRICKSON STEVEN S HENDRICKSON PAMELA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82354 LACKS HATTIE J
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82358 LUTTRELL GLENN R
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82361 MASON HERBERT L MASON LINDA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82362 MAYS RICKY C MAYS BARBARA B
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82364 MILES KENNETH D MILES JACQUELIN P
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82365 MILLER JACKIE W MILLER CONNIE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82371 NICKENS JAMES T NICKENS GWENDOLYN S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82374 PULM AUDREY J PULM DETLEF W
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82377 SCALES PHYLLIS A
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82379 SMOOT JOEL A SMOOT CAROLYN W
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82385 TRAVIS GREGORY S TRAVIS BRENDA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82387 WARREN SAMUEL WARREN TINA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82388 WATSON GARY W WATSON ERICA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82390 WILKERSON EDWARD K WILKERSON JANE M
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82391 WILSON JAMES C WILSON RUBY B
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82402 HILL DAVID G HILL CYNTHIA E
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82440 LAFFOON RAYMOND L LAFFOON MARTHA S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82471 FULLER ROBIN C
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82579 BARNER PANSY S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82615 EVANS EUGENE EVANS CHRISTINE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82617 MOREHEAD HARRY M MOREHEAD SUSAN M
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82705 ROBERTSON JAMES L ROBERTSON DEBORAH
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82710 BOWER STEVEN C
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82713 HAWKINS RONNIE M HAWKINS WINNIE
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82718 MCDANIEL JAMES H MCDANIEL MARY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82720 TRENT FREDRICK TRENT NANCY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82737 BENNETT TIMOTHY A BENNETT SARAH B
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82741 MILTON BRENDA S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82818 JOHNS RICHARD E JOHNS MARY W
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 82963 BROWN CHARLES BROWN MAXINE
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 20271 PASSING ROAD MILFORD VA 22514 110716 54000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2715 RIVERSIDE DRIVE BASSETT VA 24055 111008 57600.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 203 CREST CIRCLES WINCHESTER VA 22602 160530 88000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1310 MASSANUTTEN AVE FRONT ROYAL VA 22630 60930 68800.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 171 E VIEW STREET GALAX VA 24333 161213 40000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 145 BRANTLEY PLACE DANVILLE VA 24540 161206 62399.60
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 6 BOX 154 MARTINSVILLE VA 24112 161118 60000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 10 NORMAN COURT FREDERICKSBUR VA 22407 170117 83999.67
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RTE 1 BOX 330 WAYNESBORO VA 22980 270201 69000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3669 N FREDERICK PIKE WINCHESTER VA 22603 160826 85549.97
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 16 W CLIFFORD STREET WINCHESTER VA 22601 160819 75500.25
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1241 E REFUSE CHURCH RD STEPHENS CITY VA 22655 260729 05045.53
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 119 FALCON COURT DANVILLE VA 24540 260801 80099.32
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 18388 AMISH DRIVE ABINGDON VA 24210 111220 61999.56
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 229 GREENFIELD ROAD FRONT ROYAL VA 22630 161115 95000.02
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1001 FOREST HILL DRIVE PULASKI VA 24301 170218 69700.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1213 KING ARTHUR DRIVE CHESAPEAKE VA 23300 41230 50000.01
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT2 BOX 280 HARRISONBURG VA 22801 170226 64000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 229 OAKLAWN AVE NE ROANOKE VA 24012 110729 67999.91
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 7 BOX 59 MARTINSVILLE VA 24112 120121 59999.35
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1828 PEMBROOK DR VINTON VA 24179 260524 13000.22
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 4 BOX 610 DILLWYN VA 23936 111003 79889.53
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 200 CONNER LANE CLIFTON FORGE VA 24422 160621 63777.04
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1636 SUNSET AVE SALEM VA 24153 110816 49999.87
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2005 MT AVE SALEM VA 24153 160628 63195.13
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 141 6TH STREET DUBLIN VA 24108 160412 50400.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 4 BOX 121 ELKTON VA 22827 260725 94319.22
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 1 BOX 181 BUCHANAN VA 24066 110517 63830.42
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 243 CARLSTONE COURT HIGHLAND SP VA 23075 170314 62999.49
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 1 BOX 92 GALAX VA 24333 60410 53172.66
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 259 KING DAVID DR LINDEN VA 7036 160506 14572.52
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 601 CARDINAL STREET BLUEFIELD VA 24605 160722 22300.29
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 4310 SHILCUTT ROAD RICHMOND VA 23237 110521 69699.48
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3440 PAPERMILL ROAD WINCHESTER VA 22601 160814 72338.33
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 177 VANDOLA CH. ROAD DANVILLE VA 24541 160508 55259.60
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 9628 GREENMEADOW COURT GLEN ALLEN VA 23060 110809 50799.31
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. P.O. BOX 32 STANLEYTOWN VA 24168 161205 36499.25
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 15805 TINSBERRY CT COLONIAL HEIGH VA 23834 110827 56000.21
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 828 FAIRFAX PIKE STEPHENS CITY VA 22655 160816 108312.06
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 118 MARTINDALE DR DANVILLE VA 24541 161226 59999.61
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. PO BOX 1928 LEBANON VA 24266 110820 21695.55
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RR 2 BOX 790 PATRICK SPR VA 24133 160723 41999.31
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2205 SPIDER DRIVE RICHMOND VA 23228 110828 74600.27
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1545 GOUGH STREET AMISSVILLE VA 22000 110813 83526.73
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 314 ARNETT BLVD DANVILLE VA 24540 160912 49499.75
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 143 HAMLIN AVE DANVILLE VA 24540 110701 36789.22
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 535 GROUSE DRIVE WINCHESTER VA 22602 260611 77902.31
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 2 BOX 255 ROCKY MOUNT VA 24151 161011 64958.19
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1101 HOPEWELL ROAD DRY FORK VA 24549 110807 47559.95
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2410 ARCADIA AVE CHESTER VA 23831 111015 52599.32
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 8828 MIDDLE ROAD STRASBURG VA 22657 111127 71700.73
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 220 ALTA VISTA DRIVE WINCHESTER VA 22601 110715 71129.64
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3725 DOGWOOD AVE CHESTER VA 23831 261203 60479.67
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RR 1 BOX 310 MARTINSVILLE VA 24112 160806 61000.35
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 6300 VINT HILL ROAD WARRENTON VA 20187 110429 76943.39
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1381 SOUTH MAIN STREET DANVILLE VA 24541 260619 31200.01
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1405 PLANTING CT VA BEACH VA 23452 160628 71249.53
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 217 MEDICAL CENTER RD DANVILLE VA 24540 110607 65951.81
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 838 HIGH RIDGE ROAD FRONT ROYAL VA 22630 161118 77700.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 11261 ROCKFORD SCHOOL RDGRETNA VA 24557 90925 53157.35
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 4347 HOLMES STREET ROANOKE VA 24012 120324 66800.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 5527 OAKLAND BLVD ROANOKE VA 24019 170326 59403.11
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1273 CHALK LEVEL ROAD CHATHAM VA 24531 170330 55249.58
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2377 OLD STAGE ROAD LAWRENCEVILLE VA 23868 120404 37082.01
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 269 COOKS ROAD FARMVILLE VA 23901 120408 48429.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT2 BOX 101 BLAND VA 24315 120407 43399.26
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 1557 RIDGEWAY ROAD PITTSVILLE VA 24139 90418 33963.48
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 803 CHESTNUT AVE CLIFTON FORGE VA 24422 261220 77624.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 657 TEXAS HOLLOW RD SALEM VA 24153 110628 70073.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. P.O. BOX 259 BLUE RIDGE VA 24064 110814 50000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2615 EDWARDSVILLE ROAD HARDY VA 24101 160308 71889.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 14437 HAZEL RIVER CH RD CULPEPER VA 22708 260628 69135.21
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 13240 OLD GORDONSVILLE ORANGE VA 22960 270128 57475.55
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 3456 CHICKASAW ROAD SALEM VA 24153 120422 43999.49
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 612 FAIRVIEW AVE WINCHESTER VA 22601 120416 54999.49
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 52959.54 960816 596.91 60.67 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 56469.95 961108 583.87 80.00 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 86255.67 960630 763.68 80.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 65828.99 961030 871.52 80.00 O 3 0.09000 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 39714.60 970113 372.85 76.92 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 61968.28 970103 591.87 80.00 O 1 0.09750 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 59048.58 961218 569.11 78.95 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83537.06 970217 796.75 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 68855.27 970301 567.64 45.10 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 84118.97 960926 756.01 79.95 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 74472.78 960919 667.20 78.65 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 104551.79 960829 873.33 68.21 O 1 0.09375 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 79937.36 960901 732.70 90.00 O 1 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 60997.95 970120 619.65 25.51 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 94432.56 961215 870.07 52.20 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 69421.98 970318 672.16 85.00 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 48204.64 970130 745.54 63.29 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 63736.72 970326 607.05 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 66365.23 960829 751.67 85.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 58471.88 970221 635.61 71.01 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 112832.18 960624 950.16 84.96 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 78520.63 961103 798.45 74.66 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 62243.30 960721 553.47 80.73 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 48789.65 960916 499.72 75.76 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 61489.07 960728 548.42 84.26 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 49411.12 960512 437.38 72.00 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 93665.88 960825 725.23 74.86 O 1 0.08500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 61938.80 960617 628.56 80.80 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 61319.29 970414 597.56 75.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 49371.88 960510 673.28 90.12 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 112371.92 960606 1067.96 79.56 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 120105.47 960822 1139.99 87.36 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 67412.91 960621 717.34 77.44 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 71358.55 960914 662.52 80.38 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 54235.08 960608 551.70 90.00 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 49572.06 960909 507.71 78.45 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 36264.07 970105 370.55 79.87 O 1 0.10750 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 54754.35 960927 559.69 78.32 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 106709.24 960916 957.16 82.05 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 59546.85 970126 530.22 78.95 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 119820.33 960920 1307.00 69.54 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 41703.99 960823 398.37 75.00 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 72801.28 960928 778.99 67.88 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 81328.79 960913 884.85 74.58 O 1 0.09750 2 3 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 48822.30 961012 461.40 62.26 O 1 0.09500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 35743.86 960801 384.16 80.86 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 77627.81 960711 655.04 83.77 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 64256.52 961111 626.43 69.10 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 46632.80 960907 496.63 70.99 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 51663.65 961115 525.70 70.13 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 70917.00 961227 759.57 84.35 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 69686.70 960815 753.52 76.48 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 60214.87 970103 475.79 80.00 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 58871.82 960906 568.60 73.41 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 74541.28 960529 779.95 60.11 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 31091.44 960719 308.97 78.99 O 1 0.11500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 70610.13 960728 711.34 75.00 N 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 63852.96 960707 649.45 86.21 O 1 0.08500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 77107.72 961218 711.62 78.48 O 1 0.09250 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 52100.80 961025 594.60 58.10 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 66468.86 970424 707.65 80.00 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 59223.28 970426 534.61 63.87 O 1 0.08990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 55015.42 970430 551.60 81.25 O 1 0.10500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 36992.47 970504 398.25 86.24 N 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 48298.11 970508 484.02 80.05 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 43281.98 970507 433.75 40.56 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 33838.43 970518 401.00 80.87 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 77471.95 970120 710.06 89.22 O 1 0.10500 1 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 68203.29 960728 700.34 76.17 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 46309.95 960914 522.11 66.67 O 1 0.09500 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 65682.34 960408 693.27 75.67 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 68808.99 960728 606.20 47.68 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 57424.34 970228 503.96 42.57 O 1 0.09990 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 43895.75 970522 479.57 73.33 O 1 0.10250 2 3 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 54866.67 970516 590.69 58.51 O 1 0.09990 2 1 0.0050
</TABLE>
Page 16
<PAGE>
<TABLE>
<CAPTION>
SELLER LOAN# B1LAST B1FIRST B1MID B2LAST B2FIRST B2MID
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83061 SALYERS JAMES SALYERS DONNA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83062 HOLLOWAY ANTHONY
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83160 ST CLAIR DAVID A ST CLAIR CYNTHIA
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83161 THOMAS ANDREW C THOMAS DELORIS S
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83675 JUSTUS RICHARD M JUSTUS PHYLLIS
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 83680 HIGGINS EVA S
<CAPTION>
SELLER PROPERTY ADDRESS CITY STATE ZIP MATURE LOANAMT
<S> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2619 DOGWOOD AVE COVINGTON VA 24426 120423 79999.59
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT1 BOX 246D GLADE HILL VA 24092 170423 66673.78
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. RT 2 BOX 313 FINCASTLE VA 24090 110814 88000.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 150 SOUTH HUGHES STREET HAMILTON VA 20158 120220 90787.00
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 2209 CUMBERLAND RD FARMVILLE VA 23901 120505 72737.49
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 457 RIDGECREST DRIVE DANVILLE VA 24540 120418 47999.75
6684868.65
GRAND TOTALS 103815130.25
<CAPTION>
SELLER PRIN BAL 1STDUE PYMT ORGLTV OCC PROP RATE PURP DOC SRVFEE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 79783.37 970523 799.55 72.73 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 66570.74 970523 589.20 82.31 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 85782.56 960914 879.51 73.33 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 90001.01 970320 961.77 61.76 O 1 0.09750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 72317.87 970605 726.97 62.70 O 1 0.08750 2 1 0.0050
EQUITY ONE, INCORPORATED, D/B/A Equity One of Virginia, Inc. 47718.38 970518 479.73 80.00 O 1 0.08750 2 1 0.0050
6582923.34
GRAND TOTALS 102841606.25
</TABLE>
Page 17
<PAGE>
SCHEDULE IIA
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-Delaware
Equity One-Delaware ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIA shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a Delaware corporation and is validly
existing and in good standing under the laws of the State of Delaware and
is duly authorized and qualified to transact any and all business
contemplated by the Pooling and Servicing Agreement to be conducted by
Seller in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any
such state, to the extent necessary to ensure its ability to enforce each
Loan and to perform any of its other obligations under the Pooling and
Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding therefor may
be brought.
S-IIA-1
<PAGE>
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing Agreement will
not be made with any intent to hinder, delay or defraud any of its
creditors.
S-IIA-2
<PAGE>
SCHEDULE IIB
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-Florida
Equity One-Florida ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIB to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIB shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a Delaware corporation and is validly
existing and in good standing under the laws of the State of Delaware and
is duly authorized and qualified to transact any and all business
contemplated by the Pooling and Servicing Agreement to be conducted by
Seller in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any
such state, to the extent necessary to ensure its ability to enforce each
Loan and to perform any of its other obligations under the Pooling and
Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIB-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIB-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIB-3
<PAGE>
SCHEDULE IIC
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-Minnesota
Equity One-Minnesota ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIC to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIC shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a Minnesota corporation and is validly
existing and in good standing under the laws of the State of Minnesota and
is duly authorized and qualified to transact any and all business
contemplated by the Pooling and Servicing Agreement to be conducted by
Seller in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any
such state, to the extent necessary to ensure its ability to enforce each
Loan and to perform any of its other obligations under the Pooling and
Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIC-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIC-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIC-3
<PAGE>
SCHEDULE IID
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-New Hampshire
Equity One-New Hampshire ("Seller") hereby makes the representations and
warranties set forth in this Schedule IID to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IID shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a New Hampshire corporation and is
validly existing and in good standing under the laws of the State of New
Hampshire and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be
conducted by Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to
enforce each Loan and to perform any of its other obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IID-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IID-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IID-3
<PAGE>
SCHEDULE IIE
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-New York
Equity One-New York ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIE to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIE shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a New York corporation and is validly
existing and in good standing under the laws of the State of New York and
is duly authorized and qualified to transact any and all business
contemplated by the Pooling and Servicing Agreement to be conducted by
Seller in any state in which a Mortgaged Property is located or is
otherwise not required under applicable law to effect such qualification
and, in any event, is in compliance with the doing business laws of any
such state, to the extent necessary to ensure its ability to enforce each
Loan and to perform any of its other obligations under the Pooling and
Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIE-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIE-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIE-3
<PAGE>
SCHEDULE IIF
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-North Carolina
Equity One-North Carolina ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIF to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIF shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a North Carolina corporation and is
validly existing and in good standing under the laws of the State of North
Carolina and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be
conducted by Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to
enforce each Loan and to perform any of its other obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIF-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIF-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIF-3
<PAGE>
SCHEDULE IIG
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-Pennsylvania
Equity One-Pennsylvania ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIG to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIG shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a Pennsylvania corporation and is
validly existing and in good standing under the laws of the State of
Pennsylvania and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be
conducted by Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to
enforce each Loan and to perform any of its other obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIG-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIG-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIG-3
<PAGE>
SCHEDULE IIH
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of Equity One-West Virginia
Equity One-West Virginia ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIH to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans related to Seller as set forth in Schedule I.
Capitalized terms used but not otherwise defined in this Schedule IIH shall have
the meanings ascribed thereto in the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") relating to the above-referenced Series,
among Seller, the other Sellers and the Servicer identified therein, Equity One
ABS, Inc., as depositor, and The Chase Manhattan Bank, as trustee.
(1) Seller is duly organized as a West Virginia corporation and is
validly existing and in good standing under the laws of the State of West
Virginia and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be
conducted by Seller in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to
enforce each Loan and to perform any of its other obligations under the
Pooling and Servicing Agreement in accordance with the terms thereof.
(2) Seller has the full corporate power and authority to sell each
Loan, and to execute, deliver and perform, and to enter into and consummate
the transactions contemplated by the Pooling and Servicing Agreement and
has duly authorized by all necessary corporate action on the part of Seller
the execution, delivery and performance of the Pooling and Servicing
Agreement; and the Pooling and Servicing Agreement, assuming the due
authorization, execution and delivery thereof by the other parties thereto,
constitutes a legal, valid and binding obligation of Seller, enforceable
against Seller in accordance with its terms, except that (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be subject to equitable
S-IIH-1
<PAGE>
defenses and to the discretion of the court before which any proceeding
therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Seller, the sale of the Loans by Seller under the Pooling and Servicing
Agreement, the consummation of any other of the transactions contemplated
by the Pooling and Servicing Agreement, and the fulfillment of or
compliance with the terms thereof are in the ordinary course of business of
Seller and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Seller or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Seller is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Seller of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Seller; and Seller is not in
breach or violation of any material indenture or other material agreement
or instrument, or in violation of any statute, order or regulation of any
court, regulatory body, administrative agency or governmental body having
jurisdiction over it which breach or violation may materially impair
Seller's ability to perform or meet any of its obligations under the
Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Seller's knowledge,
threatened, against Seller that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Seller to sell the Loans or to perform any of
its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Seller of, or compliance by Seller with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Seller has obtained the same.
(6) Seller intends to treat the conveyance of the Loans to the
Depositor as a sale of the Loans for all tax, accounting and regulatory
purposes.
(7) Seller is not insolvent nor is Seller aware of any pending
insolvency, and Seller will not become insolvent as a result of its sale of
the Loans under the Pooling and Servicing Agreement, and Seller's sale of
the Loans to the Depositor under the Pooling and Servicing
S-IIH-2
<PAGE>
Agreement will not be made with any intent to hinder, delay or defraud any
of its creditors.
S-IIH-3
<PAGE>
SCHEDULE IIX
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Representations and Warranties of the Servicer
Equity-One Delaware, in its capacity as Servicer, hereby makes the
representations and warranties set forth in this Schedule IIX to the Depositor,
and the Trustee, as of the Closing Date, or if so specified herein, as of the
Cut-off Date with respect to the Loans set forth in Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIX shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among
Servicer, the Sellers identified therein, Equity One ABS, Inc., as depositor,
and The Chase Manhattan Bank, as trustee.
(1) Servicer is duly organized as a Delaware corporation and is
validly existing and in good standing under the laws of the State of
Delaware and is duly authorized and qualified to transact any and all
business contemplated by the Pooling and Servicing Agreement to be
conducted by Servicer in any state in which a Mortgaged Property is located
or is otherwise not required under applicable law to effect such
qualification and, in any event, is in compliance with the doing business
laws of any such state, to the extent necessary to ensure its ability to
service the Loans in accordance with the terms of the Pooling and Servicing
Agreement and to perform any of its other obligations under the Pooling and
Servicing Agreement in accordance with the terms thereof.
(2) Servicer has the full corporate power and authority to service
each Loan, and to execute, deliver and perform, and to enter into and
consummate the transactions contemplated by the Pooling and Servicing
Agreement and has duly authorized by all necessary corporate action on the
part of Servicer the execution, delivery and performance of the Pooling and
Servicing Agreement; and the Pooling and Servicing Agreement, assuming the
due authorization, execution and delivery thereof by the other parties
thereto, constitutes a legal, valid and binding obligation of Servicer,
enforceable against Servicer in accordance with its terms, except that (a)
the enforceability thereof may be limited by bankruptcy, insolvency,
moratorium, receivership and other similar laws relating to creditors'
rights generally and (b) the remedy of specific performance and injunctive
and other forms of equitable relief may be
S-IIX-1
<PAGE>
subject to equitable defenses and to the discretion of the court before
which any proceeding therefor may be brought.
(3) The execution and delivery of the Pooling and Servicing Agreement
by Servicer, the servicing of the Loans by Servicer under the Pooling and
Servicing Agreement, the consummation of any other of the transactions
contemplated by the Pooling and Servicing Agreement, and the fulfillment of
or compliance with the terms thereof are in the ordinary course of business
of Servicer and will not (A) result in a material breach of any term or
provision of the charter or by-laws of Servicer or (B) materially conflict
with, result in a material breach, violation or acceleration of, or result
in a material default under, the terms of any other material agreement or
instrument to which Servicer is a party or by which it may be bound, or (C)
constitute a material violation of any statute, order or regulation
applicable to Servicer of any court, regulatory body, administrative agency
or governmental body having jurisdiction over Servicer; and Servicer is not
in breach or violation of any material indenture or other material
agreement or instrument, or in violation of any statute, order or
regulation of any court, regulatory body, administrative agency or
governmental body having jurisdiction over it which breach or violation may
materially impair Servicer's ability to perform or meet any of its
obligations under the Pooling and Servicing Agreement.
(4) No litigation is pending or, to the best of Servicer's knowledge,
threatened, against Servicer that would materially and adversely affect the
execution, delivery or enforceability of the Pooling and Servicing
Agreement or the ability of Servicer to service the Loans or to perform any
of its other obligations under the Pooling and Servicing Agreement in
accordance with the terms thereof.
(5) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by Servicer of, or compliance by Servicer with, the Pooling and
Servicing Agreement or the consummation of the transactions contemplated
thereby, or if any such consent, approval, authorization or order is
required, Servicer has obtained the same.
S-IIX-2
<PAGE>
SCHEDULE IIIA
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-Delaware
Equity One-Delaware ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIIA-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIIA-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIIA-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIIA-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIIA-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIIA-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIA-7
<PAGE>
SCHEDULE IIIB
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-Florida
Equity One-Florida ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIIB-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIIB-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIIB-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIIB-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIIB-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIIB-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIB-7
<PAGE>
SCHEDULE IIIC
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-Minnesota
Equity One-Minnesota ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIIC-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIIC-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIIC-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIIC-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIIC-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIIC-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIC-7
<PAGE>
SCHEDULE IIID
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-New Hampshire
Equity One-New Hampshire ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIID-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIID-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIID-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIID-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIID-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIID-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIID-7
<PAGE>
SCHEDULE IIIE
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-New York
Equity One-New York ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIIE-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIIE-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIIE-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIIE-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIIE-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIIE-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIE-7
<PAGE>
SCHEDULE IIIF
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-North Carolina
Equity One-North Carolina ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to which
like properties are commonly subject which do not
S-IIIF-1
<PAGE>
materially interfere with the benefits of the security intended to be
provided by such Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and
S-IIIF-2
<PAGE>
extended coverage endorsement, if applicable, in an amount at least equal
to the Cut-off Date Stated Principal Balance of each such Loan or a
commitment (binder) to issue the same was effective on the date of the
origination of each Loan, each such policy is valid and remains in full
force and effect, and each such policy was issued by a title insurer
qualified to do business in the jurisdiction where the related Mortgaged
Property is located, which policy insures the Seller and successor owners
of indebtedness secured by the related insured Mortgage, as to the
applicable priority lien of the Mortgage subject to the exceptions set
forth in paragraph (4) above; to the best of the Seller's knowledge, no
claims have been made under such mortgage title insurance policy and no
prior holder of the related Mortgage, including the Seller, has done, by
act or omission, anything which would impair the coverage of such mortgage
title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances
S-IIIF-3
<PAGE>
thereunder and any and all requirements as to completion of any on-site or
off-site improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in making,
or closing or recording such Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing such
Loan or (ii) the outstanding principal balance of the related Loan. If such
S-IIIF-4
<PAGE>
Mortgaged Property is a condominium unit, it is included under the coverage
afforded by a blanket policy for the condominium unit. For all first
mortgages, all such individual insurance policies and all flood policies
referred to in item (25) below contain a standard mortgagee clause naming
the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and
payable thereon have not been paid; the Mortgage obligates the Mortgagor
thereunder to maintain all such insurance including flood insurance at the
Mortgagor's cost and expense, and upon the Mortgagor's failure to do so,
authorizes the holder of the Mortgage to obtain and maintain such insurance
at the Mortgagor's cost and expense and to seek reimbursement therefor from
the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile
S-IIIF-5
<PAGE>
homes and does not constitute other than real property under state law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set
S-IIIF-6
<PAGE>
forth in this Schedule IIIA can be made. Such selection was not made in a
manner that would adversely affect the interests of Certificateholders or
the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIF-7
<PAGE>
SCHEDULE IIIG
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-Pennsylvania
Equity One-Pennsylvania ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to
S-IIIG-1
<PAGE>
which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by such
Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
S-IIIG-2
<PAGE>
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and extended coverage endorsement, if applicable,
in an amount at least equal to the Cut-off Date Stated Principal Balance of
each such Loan or a commitment (binder) to issue the same was effective on
the date of the origination of each Loan, each such policy is valid and
remains in full force and effect, and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the
related Mortgaged Property is located, which policy insures the Seller and
successor owners of indebtedness secured by the related insured Mortgage,
as to the applicable priority lien of the Mortgage subject to the
exceptions set forth in paragraph (4) above; to the best of the Seller's
knowledge, no claims have been made under such mortgage title insurance
policy and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgage title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
S-IIIG-3
<PAGE>
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances thereunder and any and all requirements as
to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making, or closing or recording such
Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value
S-IIIG-4
<PAGE>
of the improvements securing such Loan or (ii) the outstanding principal
balance of the related Loan. If such Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy for
the condominium unit. For all first mortgages, all such individual
insurance policies and all flood policies referred to in item (25) below
contain a standard mortgagee clause naming the Seller or the original
mortgagee, and its successors in interest, as mortgagee, and the Seller has
received no notice that any premiums due and payable thereon have not been
paid; the Mortgage obligates the Mortgagor thereunder to maintain all such
insurance including flood insurance at the Mortgagor's cost and expense,
and upon the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
S-IIIG-5
<PAGE>
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile homes and does not constitute other than real property under state
law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
S-IIIG-6
<PAGE>
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set forth in this Schedule IIIA can be made. Such selection was not
made in a manner that would adversely affect the interests of
Certificateholders or the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIG-7
<PAGE>
SCHEDULE IIIH
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
Loan Representations and Warranties of Equity One-West Virginia
Equity One-West Virginia ("Seller") hereby makes the representations and
warranties set forth in this Schedule IIIA to the Depositor, the Insurer and the
Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off
Date with respect to the Loans, Mortgages, Mortgage Notes and Mortgaged
Properties related to Seller set forth or referenced on Schedule I. Capitalized
terms used but not otherwise defined in this Schedule IIIA shall have the
meanings ascribed thereto in the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement") relating to the above-referenced Series, among Seller,
the other Sellers and the Servicer identified therein, Equity One ABS, Inc., as
depositor, and The Chase Manhattan Bank, as trustee.
(1) The information set forth on Schedule I to the Pooling and
Servicing Agreement with respect to the Loans is true and correct in all
material respects as of the Closing Date.
(2) As of the Cut-off Date, (i) no Loan was contractually delinquent
for 60 or more days and (ii) not more than 5% (by principal balance) of all
of the mortgage loans set forth on Schedule I were between 30 and 59 days
contractually delinquent.
(3) No Loan had a Loan-to-Value Ratio at origination in excess of 90%.
For purposes of determining the date of origination on which each Loan's
Loan-to-Value Ratio is measured, no Loan has been significantly modified
within the meaning of Treasury Regulation 1.860G-2(b) as of the Closing
Date.
(4) Each Mortgage is a valid and enforceable first lien on the
referenced Mortgaged Property subject only to (a) the lien of non
delinquent 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 or specifically reflected in the appraisal made in connection
with the origination of the related Loan and (c) other matters to
S-IIIH-1
<PAGE>
which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by such
Mortgage.
(5) Immediately prior to the assignment of the Loans to the Depositor,
the Seller had good title to, and was the sole owner of, each such Loan
free and clear of any pledge, lien, encumbrance or security interest and
had full right and authority, subject to no interest or participation of,
or agreement with, any other party, to sell and assign the same pursuant to
the Pooling and Servicing Agreement.
(6) There is no delinquent tax or assessment lien against any
Mortgaged Property.
(7) There is no valid right of rescission, offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the obligation of
the Mortgagor to pay the unpaid principal of or interest on such Mortgage
Note.
(8) There are no mechanics' liens or claims for work, labor or
material affecting any Mortgaged Property which are or may be a lien prior
to, or equal with, the lien of such Mortgage, except those which are
insured against by the title insurance policy referred to in item (12)
below.
(9) To the best of the Seller's knowledge, each Mortgaged Property is
free of material damage and in good repair.
(10) Each Loan at origination complied in all material respects with
applicable state and federal laws, including, without limitation, usury,
equal credit opportunity, real estate settlement procedures,
truth-in-lending and disclosure laws, and consummation of the transactions
contemplated hereby will not involve the violation of any such laws.
(11) As of the Closing Date, neither the Seller nor any prior holder
of any Mortgage has modified the Mortgage in any material respect (except
that a Loan may have been modified by a written instrument which has been
recorded or submitted for recordation, if necessary, to protect the
interests of the Certificateholders and the original or a copy of which has
been delivered to the Trustee); satisfied, canceled or subordinated such
Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument
of release, cancellation, modification or satisfaction with respect
thereto.
S-IIIH-2
<PAGE>
(12) For each Loan, a lender's policy of title insurance together with
a condominium endorsement and extended coverage endorsement, if applicable,
in an amount at least equal to the Cut-off Date Stated Principal Balance of
each such Loan or a commitment (binder) to issue the same was effective on
the date of the origination of each Loan, each such policy is valid and
remains in full force and effect, and each such policy was issued by a
title insurer qualified to do business in the jurisdiction where the
related Mortgaged Property is located, which policy insures the Seller and
successor owners of indebtedness secured by the related insured Mortgage,
as to the applicable priority lien of the Mortgage subject to the
exceptions set forth in paragraph (4) above; to the best of the Seller's
knowledge, no claims have been made under such mortgage title insurance
policy and no prior holder of the related Mortgage, including the Seller,
has done, by act or omission, anything which would impair the coverage of
such mortgage title insurance policy.
(13) To the best of the Seller's knowledge, all of the improvements
which were included for the purpose of determining the appraised value of
each Mortgaged Property lies wholly within the boundaries and building
restriction lines of such property, and no improvements on adjoining
properties encroach upon such Mortgaged Property.
(14) To the best of the Seller's knowledge, no improvement located on
or being part of any Mortgaged Property is in violation of any applicable
zoning law or regulation. To the best of the Seller's knowledge, all
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of such Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy and fire underwriting certificates, have been
made or obtained from the appropriate authorities, unless the lack thereof
would not have a material adverse effect on the value of such Mortgaged
Property, and such Mortgaged Property is lawfully occupied under applicable
law.
(15) Each Mortgage Note and the related Mortgage are genuine, and each
is the legal, valid and binding obligation of the maker thereof,
enforceable in accordance with its terms and under applicable law. To the
best of the Seller's knowledge, all parties to such Mortgage Note and such
Mortgage had legal capacity to execute such Mortgage Note and such Mortgage
and each such Mortgage Note and Mortgage have been duly and properly
executed by such parties.
S-IIIH-3
<PAGE>
(16) The proceeds of each Loan have been fully disbursed, there is no
requirement for future advances thereunder and any and all requirements as
to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with. All
costs, fees and expenses incurred in making, or closing or recording such
Loans were paid.
(17) Each Mortgage contains customary and enforceable provisions which
render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including, (i) in the case of a Mortgage designated as a deed of
trust, by trustee's sale, and (ii) otherwise by judicial foreclosure.
(18) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been
properly designated and currently so serves and is named in such
Mortgage, and no fees or expenses are or will become payable by the
Certificateholders to the trustee under the deed of trust, except in
connection with a trustee's sale after default by the Mortgagor.
(19) Each Mortgage Note and each Mortgage is in substantially one of
the forms acceptable to FNMA or FHLMC, with such riders as have been
acceptable to FNMA or FHLMC, as the case may be.
(20) The origination, underwriting and collection practices used by
the Seller with respect to each Loan have been in all respects legal,
prudent and customary in the mortgage lending and servicing business.
(21) There is no pledged account or other security other than real
estate securing the Mortgagor's obligations.
(22) No Loan has a shared appreciation feature, or other contingent
interest feature.
(23) Each Loan contains a customary "due on sale" clause.
(24) At the Cut-off Date, the improvements upon each Mortgaged
Property are covered by a valid and existing hazard insurance policy with a
generally acceptable carrier that provides for fire and extended coverage
and coverage for such other hazards as are customary in the area where such
Mortgaged Property is located in an amount which is at least equal to the
lesser of (i) the maximum insurable value
S-IIIH-4
<PAGE>
of the improvements securing such Loan or (ii) the outstanding principal
balance of the related Loan. If such Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy for
the condominium unit. For all first mortgages, all such individual
insurance policies and all flood policies referred to in item (25) below
contain a standard mortgagee clause naming the Seller or the original
mortgagee, and its successors in interest, as mortgagee, and the Seller has
received no notice that any premiums due and payable thereon have not been
paid; the Mortgage obligates the Mortgagor thereunder to maintain all such
insurance including flood insurance at the Mortgagor's cost and expense,
and upon the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the Mortgagor's cost and
expense and to seek reimbursement therefor from the Mortgagor.
(25) If a Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special flood
hazards, a flood insurance policy in a form meeting the requirements of the
current guidelines of the Flood Insurance Administration was required at
closing with respect to such Mortgaged Property with a generally acceptable
carrier in an amount representing coverage not less than the least of (A)
the original outstanding principal balance of the related Loan, (B) the
minimum amount required to compensate for damage or loss on a replacement
cost basis, or (C) the maximum amount of insurance that is available under
the Flood Disaster Protection Act of 1973, as amended, and if Seller has
received any notice of non-payment of any premium or cancellation of any
such policy, Seller has required or is in the process of requiring the
reinstatement of such insurance.
(26) To the best of the Seller's knowledge, there is no proceeding
occurring, pending or threatened for the total or partial condemnation of
any Mortgaged Property.
(27) There is no material monetary default existing under any Mortgage
or the related Mortgage Note and, to the best of the Seller's knowledge,
there is no material event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration under such Mortgage or related
Mortgage Note; and the Seller has not waived any default, breach, violation
or event of acceleration.
S-IIIH-5
<PAGE>
(28) Each Mortgaged Property is improved by a mixed use building or a
one- to four-family residential dwelling including condominium units,
which, to the best of Seller's knowledge, does not include cooperatives or
mobile homes and does not constitute other than real property under state
law.
(29) Each Loan is being serviced by the Servicer.
(30) Any future advances made prior to the Cutoff Date have been
consolidated with the outstanding principal amount secured by the related
Mortgage, and the secured principal amount, as consolidated, bears a single
interest rate and single repayment term reflected on the related Loan
Schedule. The consolidated principal amount does not exceed the original
principal amount of such Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the Mortgagor at the option of the
Mortgagor.
(31) All taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, except for items which have
been assessed, but are not yet due and payable. Except for (A) payments in
the nature of escrow payments, and (B) interest accruing from the date of
any Mortgage Note or date of disbursement of the related Mortgage proceeds,
whichever is later, to the day which precedes by one month the Due Date of
the first installment of principal and interest, including without
limitation, taxes and insurance payments, the Servicer has not advanced
funds, or induced, solicited or knowingly received any advance of funds by
a party other than the Mortgagor, directly or indirectly, for the payment
of any amount required by the related Mortgage.
(32) Each Loan was underwritten in all material respects in accordance
with the Seller's underwriting guidelines as set forth in the Prospectus
Supplement.
(33) An appraisal of each Mortgaged Property was obtained from a
qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the
security thereof, and whose compensation is not affected by the approval or
disapproval of such Loan; such appraisal is in a form acceptable to FNMA
and FHLMC.
(34) No Loan is a graduated payment mortgage loan or a growing equity
mortgage loan, and no Loan is subject to a buydown or similar arrangement.
S-IIIH-6
<PAGE>
(35) The Loans were selected from among the outstanding fixed-rate
residential mortgage or mixed use loans in Seller's portfolio at the
Closing Date as to which the representations and warranties made as to such
Loans set forth in this Schedule IIIA can be made. Such selection was not
made in a manner that would adversely affect the interests of
Certificateholders or the Insurer.
(36) Each Loan has a payment date on or before the Due Date in the
month of the first Distribution Date.
(37) Approximately 65.29% of the mortgage loans set forth on Schedule
I were balloon loans as described in the Prospectus Supplement.
(38) No Loan is subject to negative amortization or deferred interest
payments.
(39) No Mortgagor has requested relief under the Relief Act.
(40) None of the Loans are retail installment contracts for goods or
services or are home improvement loans for goods or services, which would
be either "consumer credit contracts" or "purchase money loans" as such
terms are defined in 16 C.F.R. ss.433.1.
(41) No Mortgagor has or will have a claim or defense against Seller
or any assignor or assignee of Seller under any express or implied warranty
with respect to goods or services provided in connection with any Loan.
(42) Each Loan is a "qualified mortgage" for purposes of Section
860G(a)(3) of the Code.
(43) The Loans, individually and in the aggregate, conform in all
material respects to the descriptions thereof in the Prospectus Supplement.
S-IIIH-7
<PAGE>
SCHEDULE IV
LIST OF FINANCING STATEMENTS:
PERFECTION OF GRANT OF SECURITY INTEREST
BY SELLERS TO DEPOSITOR
<TABLE>
<CAPTION>
========================================================================================================================
SELLER LOCATION
========================================================================================================================
<S> <C>
Equity One, Inc. Secretary of State of Delaware
- ------------------------------------------------------------------------------------------------------------------------
Secretary of State of New
Jersey
- ------------------------------------------------------------------------------------------------------------------------
Burlington County, New Jersey
- ------------------------------------------------------------------------------------------------------------------------
Equity One, Incorporated (PA) Secretary of Commonwealth of
Pennsylvania
- ------------------------------------------------------------------------------------------------------------------------
Bucks County, Pennsylvania
- ------------------------------------------------------------------------------------------------------------------------
Equity One Mortgage, Inc. Secretary of State of New York
(NY)
- ------------------------------------------------------------------------------------------------------------------------
Suffix County, New York
- ------------------------------------------------------------------------------------------------------------------------
Equity One Mortgage Company Secretary of State of North
(NC) Carolina
- ------------------------------------------------------------------------------------------------------------------------
Gilford County, North Carolina
- ------------------------------------------------------------------------------------------------------------------------
Equity One, Inc. (MN) Secretary of State of Minnesota
- ------------------------------------------------------------------------------------------------------------------------
Hennepin County, Minnesota
- ------------------------------------------------------------------------------------------------------------------------
Equity One Consumer Loan Secretary of State of New
Company, Inc. (NH) Hampshire
- ------------------------------------------------------------------------------------------------------------------------
Hillsborough County, New
Hampshire
- ------------------------------------------------------------------------------------------------------------------------
Equity One of West Virginia, Secretary of State of West
Inc. (WVa) Virginia
- ------------------------------------------------------------------------------------------------------------------------
Berkeley County, West Virginia
- ------------------------------------------------------------------------------------------------------------------------
Equity One Mortgage, Inc. Secretary of State of Florida
- ------------------------------------------------------------------------------------------------------------------------
Hillsborough County, Florida
- ------------------------------------------------------------------------------------------------------------------------
Secretary of State of Delaware
========================================================================================================================
</TABLE>
S-IV-1
<PAGE>
SCHEDULE V
LIST OF FINANCING STATEMENTS:
PERFECTION OF GRANT OF SECURITY INTEREST
<TABLE>
<CAPTION>
========================================================================================================================
DEPOSITOR LOCATION OF FILING
========================================================================================================================
<S> <C>
Equity One ABS, Inc. Secretary of State of Delaware
========================================================================================================================
</TABLE>
BY DEPOSITOR TO TRUSTEE
S-V-1
<PAGE>
EXHIBIT A
Form Of Class A Certificate
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.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
Certificate No. :
Cut-off Date : June 1, 1997
First Distribution Date : August 25, 1997
Initial Certificate Balance
of this Certificate
("Denomination") : $
Initial Class Certificate Balance
of all Certificates of
this Class : $
CUSIP :
Equity One ABS, Inc.
Mortgage Pass-Through Certificates, Series 1997-1
Class A- [ ]
evidencing a percentage interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to a Trust Fund
consisting primarily of a pool of the following types of loans
(collectively, the "Loans"): fixed rate mortgage loans secured by first
liens on (A) one- to four-family residential properties and (B) mixed
commercial/residential use properties
A-1
<PAGE>
Equity One ABS, Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Servicer or the Trustee referred to below or any of
their respective affiliates. Neither this Certificate nor the Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that ________________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the denomination of this Certificate by the aggregate Initial
Certificate Balances of all Certificates of the Class to which this Certificate
belongs) in certain monthly distributions with respect to a Trust Fund
consisting primarily of the Loans deposited by Equity One ABS, Inc. (the
"Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as of the Cut-off Date specified above (the "Agreement") among
the Depositor, Equity One, Inc. (DE), Equity One, Incorporated, Equity One
Mortgage Company, Equity One Mortgage, Inc. (DE), Equity One, Inc. (MN), Equity
One Consumer Loan Company, Inc., Equity One of West Virginia, Inc. and Equity
One Mortgage, Inc. (NY) (in such capacity, collectively, the "Sellers"), Equity
One, Inc. (DE) as servicer (in such capacity, the "Servicer"), and The Chase
Manhattan Bank, as trustee (the "Trustee"). To the extent not defined herein,
the capitalized 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.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
* * *
A-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: ________________, 19____
The Chase Manhattan Bank,
as Trustee
By___________________________________
Countersigned:
By__________________________________________
Authorized Signatory of
The Chase Manhattan Bank,
as Trustee
A-3
<PAGE>
EXHIBIT B
Form Of Class R Certificate
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE").
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE
WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
[THIS CERTIFICATE REPRESENTS THE "TAX MATTERS PERSON RESIDUAL INTEREST" ISSUED
UNDER THE AGREEMENT REFERRED TO BELOW AND MAY NOT BE TRANSFERRED TO ANY PERSON
EXCEPT IN CONNECTION WITH THE ASSUMPTION BY THE TRANSFEREE OF THE DUTIES OF THE
SERVICER UNDER SUCH AGREEMENT.]
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE
TRANSFEREE DELIVERS TO THE TRUSTEE EITHER A REPRESENTATION LETTER TO THE EFFECT
THAT SUCH TRANSFEREE 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 CODE, OR AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF
THE AGREEMENT REFERRED TO HEREIN. NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY
HEREIN, ANY PURPORTED TRANSFER OF THIS CERTIFICATE TO OR ON BEHALF OF AN
EMPLOYEE BENEFIT PLAN SUBJECT TO ERISA OR TO THE CODE WITHOUT THE OPINION OF
COUNSEL SATISFACTORY TO THE TRUSTEE AS DESCRIBED ABOVE SHALL BE VOID AND OF NO
EFFECT.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
B-1
<PAGE>
Certificate No. :
Cut-off Date :
Equity One ABS, Inc.
Mortgage Pass-Through Certificates, Series 1997-1
evidencing the distributions allocable to the Class R Certificates with
respect to a Trust Fund consisting primarily of a pool of the following
types of loans (collectively, the "Loans"): fixed rate mortgage loans
secured by first liens on (A) one- to four-family residential
properties and (B) mixed commercial/residential use properties
Equity One ABS, Inc., as Depositor
Principal in respect of this Certificate is distributable monthly as
set forth herein. Accordingly, the Certificate Balance at any time may be less
than the Certificate Balance as set forth herein. This Certificate does not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Sellers, the Servicer or the Trustee referred to below or any of
their respective affiliates. Neither this Certificate nor the Loans are
guaranteed or insured by any governmental agency or instrumentality.
This certifies that ____________________________________ is the
registered owner of the Percentage Interest (obtained by dividing the
Denomination of this Certificate by the aggregate Initial Certificate Balances
of all Certificates of the Class to which this Certificate belongs) in certain
monthly distributions with respect to a Trust Fund consisting of the Loans
deposited by Equity One ABS, Inc. (the "Depositor"). The Trust Fund was created
pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date
specified above (the "Agreement") among the Depositor, Equity One, Inc. (DE),
Equity One, Incorporated, Equity One Mortgage Company, Equity One Mortgage, Inc.
(DE), Equity One, Inc. (MN), Equity One Consumer Loan Company, Inc., Equity One
of West Virginia, Inc. and Equity One Mortgage, Inc. (NY) (in such capacity,
collectively, the "Sellers") and Equity One, Inc. (DE) as servicer (in such
capacity, the "Servicer"), and The Chase Manhattan Bank, as trustee (the
"Trustee"). To the extent not defined herein, the capitalized 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.
B-2
<PAGE>
Any distribution of the proceeds of any remaining assets of the Trust
Fund will be made only upon presentment and surrender of this Class R
Certificate at the Corporate Trust Office or the office or agency maintained by
the Trustee in New York, New York.
Any proposed transfer of a Class R Certificate shall be subject to the
restrictions on transfer described in Section 5.02 of the Agreement.
No transfer of a Class R Certificate shall be made unless the Trustee
shall have received either (i) a representation letter from the transferee of
such Certificate, acceptable to and in form and substance satisfactory to the
Trustee, to the effect that such transferee is not an employee benefit plan
subject to Section 406 of ERISA or Section 4975 of the Code, nor a person acting
on behalf of any such plan, which representation letter shall not be an expense
of the Trustee or the Servicer, or (ii) in the case of any such Class R
Certificate presented for registration in the name of an employee benefit plan
subject to ERISA, or Section 4975 of the Code (or comparable provisions of any
subsequent enactments), or a trustee of any such plan or any other person acting
on behalf of any such plan, an Opinion of Counsel satisfactory to the Trustee
and the Servicer to the effect that the purchase or holding of such Class R
Certificate will not result in the assets of the Trust Fund being deemed to be
"plan assets" and subject to the prohibited transaction provisions of ERISA and
the Code and will not subject the Trustee or the Servicer to any obligation in
addition to those undertaken in the Agreement, which Opinion of Counsel shall
not be an expense of the Trustee or the Servicer. Notwithstanding anything else
to the contrary herein, any purported transfer of a Class R Certificate to or on
behalf of an employee benefit plan subject to ERISA or to the Code without the
opinion of counsel satisfactory to the Trustee as described above shall be void
and of no effect.
Each Holder of this Class R Certificate will be deemed to have agreed
to be bound by the restrictions of the Agreement, including but not limited to
the restrictions that (i) each person holding or acquiring any Ownership
Interest in this Class R Certificate must be a Permitted Transferee, (ii) no
Ownership Interest in this Class R Certificate may be transferred without
delivery to the Trustee of (a) a transfer affidavit of the proposed transferee
and (b) a transfer certificate of the transferor, each of such documents to be
in the form described in the Agreement, (iii) each person holding or acquiring
any Ownership Interest in this Class R Certificate must agree to require a
transfer affidavit and to deliver a transfer certificate to the Trustee as
required pursuant to the Agreement, (iv) each person holding or acquiring an
Ownership Interest in this Class R Certificate must agree not to transfer an
Ownership Interest in this Class R Certificate if it has actual knowledge that
the proposed transferee is not a Permitted Transferee and (v) any
B-3
<PAGE>
attempted or purported transfer of any Ownership Interest in this Class R
Certificate in violation of such restrictions will be absolutely null and void
and will vest no rights in the purported transferee.
Reference is hereby made to the further provisions of this Certificate
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the
Agreement or be valid for any purpose unless manually countersigned by an
authorized signatory of the Trustee.
* * *
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated:____________, 19___
The Chase Manhattan Bank
as Trustee
By___________________________________
Countersigned:
By ___________________________________________
Authorized Signatory of
The Chase Manhattan Bank,
as Trustee
B-4
<PAGE>
EXHIBIT C
Form of Reverse of Certificates
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
This Certificate is one of a duly authorized issue of Certificates
designated as Equity One ABS, Inc. Mortgage Pass-Through Certificates, of the
Series specified on the face hereof (herein collectively called the
"Certificates"), and representing a beneficial ownership interest in the Trust
Fund created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Distribution Account for
payment hereunder and that the Trustee is not 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.
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 thereby, and the rights,
duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made 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 on the
first Distribution Date specified on the face hereof, to the Person in whose
name this Certificate is registered at the close of business on the applicable
Record Date in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount required to be distributed to
Holders of Certificates of the Class to which this Certificate belongs on such
Distribution Date pursuant to the Agreement. The Record Date applicable to each
Distribution Date is the Business Day immediately preceding such Distribution
Date.
Distributions on this Certificate shall be made by wire transfer of
immediately available funds to the account of the Holder hereof at a bank or
other entity having appropriate facilities therefor, if such Certificateholder
shall have so notified the Trustee in writing at least five Business Days prior
to the related Record Date and such Certificateholder shall satisfy the
conditions to receive such form of payment set forth in the Agreement, or, if
not, by check mailed by first class mail to the address of such
Certificateholder appearing in the Certificate Register. The final distribution
on each Certificate will be made in like manner, but only upon presentment and
C-1
<PAGE>
surrender of such Certificate at the Corporate Trust Office or such other
location specified in the notice to Certificateholders of such final
distribution.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Trustee and the rights of the Certificateholders under the Agreement at any
time by the Depositor, the Servicer and the Trustee with the consent of the
Holders of Certificates affected by such amendment evidencing the requisite
Percentage Interest, as provided 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 therefor 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 registrable in the Certificate
Register of the Trustee upon surrender of this Certificate for registration of
transfer at the Corporate Trust Office or the office or agency maintained by the
Trustee in New York, New York, accompanied by a written instrument of transfer
in form satisfactory to 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 in authorized
denominations and evidencing the same aggregate Percentage Interest in the Trust
Fund 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 in authorized denominations
and 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 Depositor, the Servicer, the Sellers and the Trustee and any agent
of the Depositor or the Trustee may treat the Person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Depositor, the Trustee, nor any such agent shall be affected by any notice to
the contrary.
C-2
<PAGE>
On any Distribution Date on which the Pool Principal Balance is less
than 5% of the aggregate Cut-off Date Principal Balances of the Loans, the
Servicer will have the option to repurchase, in whole, from the Trust Fund all
remaining Loans and all property acquired in respect of the Loans at a purchase
price determined as provided in the Agreement. In the event that no such
optional termination occurs, the obligations and responsibilities created by the
Agreement will terminate upon the later of the maturity or other liquidation (or
any advance with respect thereto) of the last Loan remaining in the Trust Fund
or the disposition of all property in respect thereof and the distribution to
Certificateholders of all amounts required to be distributed pursuant to the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants living at the date of the Agreement of a certain person named
in the Agreement.
Any term used herein that is defined in the Agreement shall have the
meaning assigned in the Agreement, and nothing herein shall be deemed
inconsistent with that meaning.
C-3
<PAGE>
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee)
the Percentage Interest evidenced by the within Certificate and hereby
authorizes the transfer of registration of such Percentage Interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Trustee to issue a new Certificate of a like
denomination and Class, to the above named assignee and deliver such Certificate
to the following address:
______________________________________________________________________________.
Dated:
________________________________________
Signature by or on behalf of assignor
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise,
in immediately available funds to ______________________________________________
_______________________________________________________________________________,
_______________________________________________________________________________,
for the account of ____________________________________________________________,
account number ____________ or, if mailed by check, to ________________________.
Applicable statements should be mailed to ______________________________________
________________________________________________________________________________
________________________________________________________________________________
This information is provided by ______________________________________,
the assignee named above, or __________________________________________________,
as its agent.
C-4
<PAGE>
EXHIBIT D
Form Of Initial Certification Of Trustee
[date]
[Depositor]
[Servicer]
[Sellers]
- --------------------------
- --------------------------
Re: Pooling and Servicing Agreement among Equity One
ABS, Inc., as Depositor, Equity One, Inc. (DE),
Equity One, Incorporated, Equity One Mortgage
Company, Equity One Mortgage, Inc. (DE), Equity
One, Inc. (MN), Equity One Consumer Loan Company,
Inc., Equity One of West Virginia, Inc. and Equity
One Mortgage, Inc. (NY) as Sellers, Equity One,
Inc. (DE) as Servicer, and The Chase Manhattan
Bank, as Trustee, Mortgage Pass-Through
Certificates, Series 1997-1
-----------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that, as to each Loan listed in the Loan Schedule
(other than any Loan paid in full or listed on the attached schedule) it has
received the original Mortgage Note and confirms that the name on the Mortgage
Note matches that on the Loan Schedule, except as set forth on the Exception
Report attached hereto.
Based on its review and examination and only as to the foregoing
documents, such documents appear regular on their face and related to such Loan.
The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Loans identified on the
Loan Schedule, or (ii) the collectability, insurability, effectiveness or
suitability of any such Loan.
D-1
<PAGE>
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
The Chase Manhattan Bank,
as Trustee
By:_____________________________________
Name:
Title:
D-2
<PAGE>
EXHIBIT E
Form Of Final Certification Of Trustee
[date]
[Depositor]
[Servicer]
[Seller]
- -------------------------------
- -------------------------------
Re: Pooling and Servicing Agreement among Equity One
ABS, Inc., as Depositor, Equity One, Inc. (DE),
Equity One, Incorporated, Equity One Mortgage
Company, Equity One Mortgage, Inc. (DE), Equity
One, Inc. (MN), Equity One Consumer Loan Company,
Inc., Equity One of West Virginia, Inc. and Equity
One Mortgage, Inc. (NY) as Sellers and Equity One,
Inc. (DE) as Servicer, and The Chase Manhattan
Bank, as Trustee, Mortgage Pass-Through
Certificates, Series 1997-1
---------------------------------------------------
Gentlemen:
In accordance with Section 2.02 of the above-captioned Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), the undersigned, as
Trustee, hereby certifies that as to each Loan listed in the Loan Schedule
(other than any Loan paid in full or listed on the attached Document Exception
Report), except as set forth on the Exception Report attached hereto, it has
received:
(i) the original Mortgage Note and confirms that the
name on the Mortgage Note matches that on the Loan Schedule;
(ii) the original recorded Mortgage (unless such Mortgage has
not yet been returned by the relevant recording office, as certified by the
Depositor;
(iii) a copy of a duly executed assignment of the Mortgage in
the form provided in Section 2.01(c) of the Pooling and Servicing Agreement,
unless the Depositor has certified that the related Mortgage has not been
returned from the applicable recording office;
(iv) the original or duplicate original recorded
assignment or assignments of the Mortgage necessary to show a
E-1
<PAGE>
complete chain of assignment from the originator to the Seller, unless the
Depositor has certified that the related assignment has not been returned from
the applicable recording office; and
(v) the original or duplicate original lender's title policy
and all riders thereto or, any one of an original title binder, an original
preliminary title report or an original title commitment, or a copy thereof
certified by the title company, unless the Depositor has certified that such
title policy has not yet been received from the applicable title insurance
company.
Based on its review and examination and only as to the foregoing
documents, (a) such documents appear regular on their face and related to such
Loan, and (b) the information set forth in items (i), (ii), (iii) and (vi) of
the definition of the "Loan Schedule" in Section 1.01 of the Pooling and
Servicing Agreement accurately reflects information set forth in the Mortgage
File.
The Trustee has made no independent examination of any documents
contained in each Mortgage File beyond the review specifically required in the
Pooling and Servicing Agreement. The Trustee makes no representations as to: (i)
the validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in each Mortgage File of any of the Loans identified on the
Loan Schedule, or (ii) the collectability, insurability, effectiveness or
suitability of any such Loan.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Pooling and Servicing Agreement.
The Chase Manhattan Bank,
as Trustee
By:_____________________________________
Name:
Title:
E-2
<PAGE>
EXHIBIT F
Form Of Transfer Affidavit
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of __________________________________,
the proposed Transferee of an Ownership Interest in a Class R Certificate (the
"Certificate") issued pursuant to the Pooling and Servicing Agreement, (the
"Agreement"), relating to the above-referenced Series, by and among Equity One
ABS, Inc., as depositor (the "Depositor"), Equity One, Inc. (DE), Equity One,
Incorporated, Equity One Mortgage Company, Equity One Mortgage, Inc. (DE),
Equity One, Inc. (MN), Equity One Consumer Loan Company, Inc., Equity One of
West Virginia, Inc. and Equity One Mortgage, Inc. (NY), as sellers, Equity One,
Inc. (DE) as servicer and The Chase Manhattan Bank, as Trustee. Capitalized
terms used, but not defined herein or in Exhibit 1 hereto, shall have the
meanings ascribed to such terms in the Agreement. The Transferee has authorized
the undersigned to make this affidavit on behalf of the Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificate either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are not
Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if
such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is not a Permitted Transferee, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is a
F-1
<PAGE>
Permitted Transferee and, at the time of Transfer, such Person does not have
actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is not a
Permitted Transferee is the record holder of an interest in such entity. The
Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is a Permitted Transferee and the pass-through
entity does not have actual knowledge that such affidavit is false. (For this
purpose, a "pass-through entity" includes a regulated investment company, a real
estate investment trust or common trust fund, a partnership, trust or estate,
and certain cooperatives and, except as may be provided in Treasury Regulations,
persons holding interests in pass-through entities as a nominee for another
Person.)
5. The Transferee has reviewed the provisions of Section 5.02(c) of the
Agreement (attached hereto as Exhibit 2 and incorporated herein by reference)
and understands the legal consequences of the acquisition of an Ownership
Interest in the Certificate including, without limitation, the restrictions on
subsequent Transfers and the provisions regarding voiding the Transfer and
mandatory sales. The Transferee expressly agrees to be bound by and to abide by
the provisions of Section 5.02(c) of the Agreement and the restrictions noted on
the face of the Certificate. The Transferee understands and agrees that any
breach of any of the representations included herein shall render the Transfer
to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth as Exhibit G to the Agreement (a "Transferor Certificate") to the
effect that such Transferee has no actual knowledge that the Person to which the
Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Certificate.
8. The Transferee's taxpayer identification number is ________________
_______________.
F-2
<PAGE>
9. The Transferee is a U.S. Person as defined in Code
Section 7701(a)(30).
10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of [proposed] Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
11. The Transferee is not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code, and the Transferee
is not acting on behalf of such a plan.
* * *
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer and its corporate seal to be hereunto affixed, duly
attested, this ___________ day of _________________________, 19___.
-----------------------------------
PRINT NAME OF TRANSFEREE
By:________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
______________________________
[Assistant] Secretary
Personally appeared before me the above-named ________________________,
known or proved to me to be the same person who executed the foregoing
instrument and to be the _________________________ of the Transferee, and
acknowledged that he executed the same as his free act and deed and the free act
and deed of the Transferee.
Subscribed and sworn before me this __________ day of ____________,
19___.
_________________________________
NOTARY PUBLIC
My Commission expires the _______
day of _________________, 19____.
F-3
<PAGE>
EXHIBIT 1
to EXHIBIT F
Certain Definitions
-------------------
"Ownership Interest": As to any Certificate, any ownership interest in
such Certificate, including any interest in such Certificate as the Holder
thereof and any other interest therein, whether direct or indirect, legal or
beneficial.
"Permitted Transferee": Any person other than (i) the United States,
any State or political subdivision thereof, or any agency or instrumentality of
any of the foregoing, (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 section 521 of the Code)
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) on any
excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to
any Class R Certificate, (iv) rural electric and telephone cooperatives
described in section 1381(a)(2)(C) of the Code, (v) a Person that is not a
citizen or resident of the United States, a corporation, partnership, or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof, or an estate whose income from sources without
the United States is includible in gross income for United States federal income
tax purposes regardless of its connection with the conduct of a trade or
business within the United States, or 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 United States fiduciaries have authority to control all
substantial decisions of the trust, unless such Person has furnished the
transferor and the Trustee with a duly completed Internal Revenue Service Form
4224, and (vi) any other Person so designated by the Depositor based upon an
Opinion of Counsel that the Transfer of an Ownership Interest in a Class R
Certificate to such Person may cause the REMIC hereunder to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms "United
States," "State" and "International Organization" shall have the meanings set
forth in section 7701 of the Code 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, with the exception of the Federal Home Loan Mortgage
Corporation, a majority of its board of directors is not selected by such
government unit.
"Person": Any individual, corporation, partnership, joint venture,
bank, joint stock company, trust (including any beneficiary thereof),
unincorporated organization or government or any agency or political subdivision
thereof.
F-4
<PAGE>
"Transfer": Any direct or indirect transfer or sale of any Ownership
Interest in a Certificate, including the acquisition of a Certificate by the
Depositor.
"Transferee": Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
F-5
<PAGE>
EXHIBIT 2
to EXHIBIT F
Section 5.02(c) of the Agreement
--------------------------------
(c) Each Person who has or who acquires any Ownership Interest
in a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following provisions,
and the rights of each Person acquiring any Ownership Interest in a Class R
Certificate are expressly subject to the following provisions:
a. Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted Transferee and
shall promptly notify the Trustee of any change or impending change in
its status as a Permitted Transferee.
b. No Ownership Interest in a Class R Certificate may
be registered on the Closing Date or thereafter transferred, and the
Trustee shall not register the Transfer of any Class R Certificate
unless, in addition to the certificates required to be delivered to the
Trustee under subparagraph (b) above, the Trustee shall have been
furnished with an affidavit (a "Transfer Affidavit") of the initial
owner or the proposed transferee in the form attached hereto as Exhibit
F.
c. Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (A) to obtain a Transfer
Affidavit from any other Person to whom such Person attempts to
Transfer its Ownership Interest in a Class R Certificate, (B) to obtain
a Transfer Affidavit from any Person for whom such Person is acting as
nominee, trustee or agent in connection with any Transfer of a Class R
Certificate and (C) not to Transfer its Ownership Interest in a Class R
Certificate or to cause the Transfer of an Ownership Interest in a
Class R Certificate to any other Person if it has actual knowledge that
such Person is not a Permitted Transferee.
d. Any attempted or purported Transfer of any
Ownership Interest in a Class R Certificate in violation of the
provisions of this Section 5.02(b) shall be absolutely null and void
and shall vest no rights in the purported Transferee. If any purported
transferee shall become a Holder of a Class R Certificate in violation
of the provisions of this Section 5.02(b), then the last preceding
Permitted Transferee shall be restored to all rights as Holder thereof
retroactive to the date of registration of Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for
any registration of Transfer of a Class R Certificate that is in fact
not
F-6
<PAGE>
permitted by this Section or for making any payments due on such
Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long
as the Transfer was registered after receipt of the related Transfer
Affidavit, Transferor Certificate and either the Rule 144A Letter or
the Investment Letter. The Trustee shall be entitled but not obligated
to recover from any Holder of a Class R Certificate that was in fact
not a Permitted Transferee at the time it became a Holder or, at such
subsequent time as it became other than a Permitted Transferee, all
payments made on such Class R Certificate at and after either such
time. Any such payments so recovered by the Trustee shall be paid and
delivered by the Trustee to the last preceding Permitted Transferee of
such Certificate.
e. The Depositor shall use its best efforts to make
available, upon receipt of written request from the Trustee, all
information necessary to compute any tax imposed under Section 860E(e)
of the Code as a result of a Transfer of an Ownership Interest in a
Class R Certificate to any Holder who is not a Permitted Transferee.
The restrictions on Transfers of a Class R Certificate set
forth in this Section 5.02(b) shall cease to apply (and the applicable portions
of the legend on a Class R Certificate may be deleted) with respect to Transfers
occurring after delivery to the Trustee of an Opinion of Counsel, which Opinion
of Counsel shall not be an expense of the Trust Fund, the Trustee, the Sellers
or the Servicer, to the effect that the elimination of such restrictions will
not cause the Trust Fund hereunder to fail to qualify as a REMIC at any time
that the Certificates are outstanding or result in the imposition of any tax on
the Trust Fund, a Certificateholder or another Person. Each Person holding or
acquiring any Ownership Interest in a Class R Certificate hereby consents to any
amendment of this Agreement which, based on an Opinion of Counsel furnished to
the Trustee, is reasonably necessary (a) to ensure that the record ownership of,
or any beneficial interest in, a Class R Certificate is not transferred,
directly or indirectly, to a Person that is not a Permitted Transferee and (b)
to provide for a means to compel the Transfer of a Class R Certificate which is
held by a Person that is not a Permitted Transferee to a Holder that is a
Permitted Transferee.
F-7
<PAGE>
EXHIBIT G
Form Of Transferor Certificate
---------------------
Date
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Attention: _______________
The Chase Manhattan Bank
____________________________
____________________________
Attention: ____________________________
__________________
Re: Equity One ABS, Inc. Mortgage Pass-Through
Certificates, Series 1997-1, Class ,
-------------------------------------------------
Ladies and Gentlemen:
In connection with our disposition of the above Certificates
we certify that (a) we understand that the Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and are being disposed
by us in a transaction that is exempt from the registration requirements of the
Act, (b) we have not offered or sold any Certificates to, or solicited offers to
buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, in a manner that would be deemed, or taken
any other action which would result in, a violation of Section 5 of the Act and
(c) to the extent we are disposing of a Class R Certificate, we have no
knowledge the Transferee is not a Permitted Transferee.
Very truly yours,
-------------------------
Print Name of Transferor
By:____________________________
Authorized Officer
G-1
<PAGE>
EXHIBIT H
Form Of Investment Letter (Non Rule 144A)
---------------------------
Date
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Attention: ________________
The Chase Manhattan Bank
________________________________
________________________________
Attention: _______________________________
_________________________
Re: Equity One ABS, Inc. Mortgage Pass-Through
Certificates, Series 1997-1, Class __
-------------------------------------------------
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or
arrangement, nor are we using the assets of any such plan or arrangement to
effect such acquisition, (e) we are acquiring the Certificates for investment
for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (f) we have not offered
or sold any Certificates to, or solicited offers
H-1
<PAGE>
to buy any Certificates from, any person, or otherwise approached or negotiated
with any person with respect thereto, or taken any other action which would
result in a violation of Section 5 of the Act, and (g) we will not sell,
transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
or other disposition is made pursuant to an effective registration statement
under the Act or is exempt from such registration requirements, and if
requested, we will at our expense provide an opinion of counsel satisfactory to
the addressees of this Certificate that such sale, transfer or other disposition
may be made pursuant to an exemption from the Act, (2) the purchaser or
transferee of such Certificate has executed and delivered to you a certificate
to substantially the same effect as this certificate, and (3) the purchaser or
transferee has otherwise complied with any conditions for transfer set forth in
the Pooling and Servicing Agreement.
Very truly yours,
--------------------------------
Print Name of Transferee
By:_____________________________
Authorized Officer
H-2
<PAGE>
EXHIBIT I
Form Of Rule 144A Letter
------------------------
Date
Equity One ABS, Inc.
103 Springer Building
3411 Silverside Road
Wilmington, Delaware 19810
Attention: ________________
The Chase Manhattan Bank
____________________________
____________________________
Attention: _______________________________
_____________________
Re: Equity One ABS, Inc. Mortgage Pass-Through
Certificates, Series 1997-1, Class __
-----------------------------------------------
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify
that (a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are not an employee benefit plan that is
subject to the Employee Retirement Income Security Act of 1974, as amended, or a
plan or arrangement that is subject to Section 4975 of the Internal Revenue Code
of 1986, as amended, nor are we acting on behalf of any such plan or
arrangement, nor are we using the assets of any such plan or arrangement to
effect such acquisition, (e) we have not, nor has anyone acting on our behalf
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificates or any other similar security to, or solicited
any offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or
I-1
<PAGE>
any other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Certificates under
the Act or that would render the disposition of the Certificates a violation of
Section 5 of the Act or require registration pursuant thereto, nor will act, nor
has authorized or will authorize any person to act, in such manner with respect
to the Certificates, (f) we are a "qualified institutional buyer" as that term
is defined in Rule 144A under the Act and have completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. We are aware
that the sale to us is being made in reliance on Rule 144A. We are acquiring the
Certificates for our own account or for resale pursuant to Rule 144A and
further, understand that such Certificates may be resold, pledged or transferred
only (i) to a person reasonably believed to be a qualified institutional buyer
that purchases for its own account or for the account of a qualified
institutional buyer to whom notice is given that the resale, pledge or transfer
is being made in reliance on Rule 144A, or (ii) pursuant to another exemption
from registration under the Act.
I-2
<PAGE>
ANNEX 1 TO EXHIBIT I
--------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis either at least $100,000 in securities
or, if Buyer is a dealer, Buyer must own and/or invest on a discretionary basis
at least $10,000,000 in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the
criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other
than a bank, savings and loan association or similar
institution), Massachusetts or similar business
trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended.
___ Bank. The Buyer (a) is a national bank or banking
institution organized under the laws of any State,
territory or the District of Columbia, the
business of which is substantially confined to
banking and is supervised by the State or
territorial banking commission or similar official
or is a foreign bank or equivalent institution,
and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and
loan association, building and loan association,
cooperative bank, homestead association or similar
institution, which is supervised and examined by a
State or Federal authority having supervision over
any such institutions or is a foreign savings and
loan association or equivalent institution and
(b) has an audited net worth of at least
I-3
<PAGE>
$25,000,000 as demonstrated in its latest annual
financial statements, a copy of which is attached
hereto.
___ Broker-dealer. The Buyer is a dealer registered
pursuant to Section 15 of the Securities Exchange
Act of 1934.
___ Insurance Company. The Buyer is an insurance
company whose primary and predominant business
activity is the writing of insurance or the
reinsuring of risks underwritten by insurance
companies and which is subject to supervision by
the insurance commissioner or a similar official
or agency of a State, territory or the District of
Columbia.
___ State or Local Plan. The Buyer is a plan
established and maintained by a State, its political
subdivisions, or any agency or instrumentality of
the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan
within the meaning of Title I of the Employee
Retirement Income Security Act of 1974.
___ Investment Advisor. The Buyer is an investment
advisor registered under the Investment Advisors
Act of 1940.
___ Small Business Investment Company. Buyer is a
small business investment company licensed by the
U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business
Investment Act of 1958.
___ Business Development Company. Buyer is a business
development company as defined in Section 202(a)
(22) of the Investment Advisors Act of 1940.
3. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the
I-4
<PAGE>
preceding paragraph, except (i) where the Buyer reports its securities holdings
in its financial statements on the basis of their market value, and (ii) no
current information with respect to the cost of those securities has been
published. If clause (ii) in the preceding sentence applies, the securities may
be valued at market. Further, in determining such aggregate amount, the Buyer
may have included securities owned by subsidiaries of the Buyer, but only if
such subsidiaries are consolidated with the Buyer in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under the Buyer's direction.
However, such securities were not included if the Buyer is a majority-owned,
consolidated subsidiary of another enterprise and the Buyer is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.
5. The Buyer acknowledges that it is familiar with Rule 144A
and understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the
Buyer will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
---------------------------------
Print Name of Buyer
By:______________________________
Name:
Title:
Date:____________________________
I-5
<PAGE>
ANNEX 2 TO EXHIBIT I
---------------------
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
--------------------------------------------------------
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In connection with purchases by Buyer, the Buyer is a
"qualified institutional buyer" as defined in SEC Rule 144A because (i) the
Buyer is an investment company registered under the Investment Company Act of
1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer's
Family of Investment Companies, owned at least $100,000,000 in securities (other
than the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Buyer or the Buyer's Family of Investment Companies, the cost of
such securities was used, except (i) where the Buyer or the Buyer's Family of
Investment Companies reports its securities holdings in its financial statements
on the basis of their market value, and (ii) no current information with respect
to the cost of those securities has been published. If clause (ii) in the
preceding sentence applies, the securities may be valued at market.
___ The Buyer owned $ ______________ in securities (other
than the excluded securities referred to below) as of
the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule
144A).
___ The Buyer is part of a Family of Investment Companies
which owned in the aggregate $________________ in
securities (other than the excluded securities
referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein
means two or more registered investment companies (or series thereof) that have
the same investment adviser or investment advisers that are affiliated (by
virtue of being majority
I-6
<PAGE>
owned subsidiaries of the same parent or because one investment adviser is a
majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) securities issued or guaranteed by
the U.S. or any instrumentality thereof, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that
the parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. Until the date of purchase of the Certificates, the
undersigned will notify the parties listed in the Rule 144A Transferee
Certificate to which this certification relates of any changes in the
information and conclusions herein. Until such notice is given, the Buyer's
purchase of the Certificates will constitute a reaffirmation of this
certification by the undersigned as of the date of such purchase.
_______________________________________
Print Name of Buyer or Adviser
By:____________________________________
Name:
Title:
IF AN ADVISER:
_______________________________________
Print Name of Buyer
Date:__________________________________
I-7
<PAGE>
EXHIBIT J
Form Of Request For Release of Documents
Equity One ABS, Inc.
Mortgage Pass-Through Certificates
Series 1997-1
To: ____________________ Attn: _______________
_____________
Re: The Pooling & Servicing Agreement dated as of June 1,
1997 among Equity One, Inc. (DE), Equity One,
Incorporated, Equity One Mortgage Company, Equity One
Mortgage, Inc. (DE), Equity One, Inc. (MN), Equity One
Consumer Loan Company, Inc., Equity One of West
Virginia, Inc. and Equity One Mortgage, Inc. (NY), as
Sellers, Equity One, Inc. (DE) as Servicer, and Equity
One ABS, Inc. as Depositor and The Chase Manhattan Bank
as Trustee
------------------------------------------------------------
Ladies and Gentlemen:
In connection with the administration of the Loans held by you as
Trustee for Equity One ABS, Inc., we request the release of the Loan File for
the Loan(s) described below, for the reason indicated.
FT Account#: Pool #:
Mortgagor's Name, Address and Zip Code:
Loan Number:
Reason for Requesting Documents (check one)
1. Loan paid in full (_______________________, Inc. hereby
certifies that all amounts have been received.)
2. Loan Liquidated (___________________________ hereby
certifies that all proceeds of foreclosure, insurance,
or other liquidation have been finally received.)
3. Loan in Foreclosure.
4. Other (explain):
The Documents and any proceeds thereof, including any proceeds of
proceeds, coming into the possession or control of the Servicer shall be
deposited into the Certificate Account, and the Servicer shall keep the
Documents and any proceeds separate and distinct from all other property in the
Servicer's possession, custody or control.
J-1
<PAGE>
If item 1 or 2 above is checked, and if all or part of the Mortgage
File was previously released to us, please release to us our previous receipt on
file with you, as well as any additional documents in your possession relating
to the above-specified Loan. If item 3 or 4 is checked, upon return of all of
the above documents to you as Trustee, please acknowledge your receipt by
signing in the space indicated below, and returning this form.
______________________________
______________________________
______________________________
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
TRUSTEE CONSENT TO RELEASE AND
ACKNOWLEDGEMENT OF RECEIPT
By:_____________________________________
Name:___________________________________
Title:__________________________________
Date:___________________________________
J-2
<PAGE>
EXHIBIT K
Copy of Certificate Guarantee Insurance Policy
K-1
<PAGE>
[LOGO] AMBAC Indemnity Corporation
c/o CT Corporation Systems
44 East Mifflin Street
Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Certificate Guaranty Insurance Policy
Insured Obligations: Policy Number:
Premium:
AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
AMBAC will make such payments to the Truseee from its own funds on the later of
(a) one (1) Business Day following notification to AMBAC of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to AMBAC, transferring to AMBAC
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. AMBAC shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, AMBAC shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from AMBAC to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable by AMBAC for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of AMBAC, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, AMBAC hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to AMBAC, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, AMBAC has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon AMBAC by virtue
of the countersignature of its duly authorized representative.
President
Effective Date:
[SEAL]
Secretary
Authorized Representative
<PAGE>
EXECUTED VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy #AB0114BE July 2, 1997
issued to:
The Chase Manhattan Bank,
as Trustee on behalf of, and for the benefit of the Holders of,
the Mortgage Pass-Through Certificates,
Series 1997-1, Class A Certificates
as Issued pursuant to the Agreement
For all purposes of this Policy, the following terms shall have the
following meanings:
"Affiliated Seller" shall mean each of Equity One, Incorporated, a
Pennsylvania corporation; Equity One Mortgage Company, a North Carolina
corporation; Equity One Mortgage, Inc., a Delaware corporation; Equity One,
Inc., a Minnesota corporation; Equity One Consumer Loan Company, Inc., a New
Hampshire corporation; Equity One of West Virginia, Inc., a West Virginia
corporation; and Equity One Mortgage, Inc., a New York corporation.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
June 1, 1997 among Equity One ABS, Inc., as Depositor, Equity One, Inc., as a
Seller and the Servicer, each Affiliated Seller, as a Seller, and the Trustee,
as Trustee, without regard to any amendment or supplement thereto.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement or the Insurer is
located are authorized or obligated by law or executive order to close.
<PAGE>
"Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the Distribution Account to pay the Interest Distribution Amount for the
related Interest Accrual Period, (ii) the Guaranteed Principal Distribution
Amount and (iii) without duplication of the amount specified in clause (ii), the
aggregate Class Certificate Balance of all classes of Class A Certificates to
the extent unpaid on the Last Scheduled Distribution Date or earlier termination
of the Trust Fund pursuant to the terms of the Agreement. For purposes of
determining the Deficiency Amount, the Interest Distribution Amount for the
related Interest Accrual Period for any Distribution Date shall be reduced by
any Net Prepayment Interest Shortfalls and any Relief Act Reduction incurred
during the calendar month preceding the month of such Distribution Date.
"Due for Payment" shall mean the Distribution Date on which Insured
Amounts are due.
"Guaranteed Principal Distribution Amount" shall mean, for any
Distribution Date, the amount, if any, by which the aggregate Class Certificate
Balance of the Class A Certificates exceeds the Pool Principal Balance as of
such Distribution Date.
"Holder" shall mean any person who is the registered owner or
beneficial owner of any of the Class A Certificates.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time) dated as of July
2, 1997, by and among the Insurer, Equity One, Inc., as a Seller of the Loans to
the Depositor and as Servicer, the Depositor and The Chase Manhattan Bank, as
Trustee.
"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.
"Insured Amounts" shall mean, with respect to any Distribution Date,
any Deficiency Amount plus any Preference Amount for such Distribution Date.
"Insured Obligations" shall mean the Class A Certificates.
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean AMBAC Indemnity Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Last Scheduled Distribution Date" shall mean, for each class of Class
A Certificates, the Distribution Date in May 2028.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate
-2-
(any change in such rate of interest to be effective on the date such change is
announced by Citibank, N.A.), and (ii) the then applicable highest rate of
interest on any of the Class A Certificates and (b) the maximum rate permissible
under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a
year of 360 days for any Distribution Date.
"Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount owing in respect of such Distribution Date.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.
"Preference Amount" shall mean any amount previously distributed to a
Certificateholder that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
accordance with a final nonappealable order of a court having competent
jurisdiction.
"Premium Percentage" shall have the definition set forth in the
Insurance Agreement.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such Distribution Date pursuant to Section
3A.01 of the Agreement, plus (ii) interest accrued thereon, calculated at the
Late Payment Rate from the date the Trustee received the related Insured
Payments, and (y) (i) any other amounts then due and owing to the Insurer under
the Insurance Agreement, but for which the Insurer has not been reimbursed prior
to such Distribution Date pursuant to Section 3A.01 of the Agreement, plus (ii)
interest on such amounts at the Late Payment Rate.
"Trustee" shall mean, for the purposes of the Policy, The Chase
Manhattan Bank, or any successor thereto under the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement.
AMBAC hereby agrees that if, as of any Distribution Date, it has become
subrogated to the rights of Holders by virtue of a previous payment under this
Policy, no recovery of such payment will occur unless the full amount of the
Holders' allocable distributions for such Distribution Date can be made. In so
doing, AMBAC does not waive its rights to seek full payment of all Reimbursement
Amounts owed to it under the Agreement.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount or Preference Amount is
due or the Business Day following receipt in New York, New York on a Business
Day by the Insurer of a Notice; provided that, if such
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<PAGE>
Notice is received after 12:00 noon, New York City time, on such Business Day,
it will be deemed to be received on the following Business Day. If any such
Notice is not in proper form or is otherwise insufficient for the purpose of
making claim under the Policy, it shall be deemed not to have been received for
purposes of this paragraph, and the Insurer shall promptly so advise the Trustee
and the Trustee may submit an amended Notice.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy as provided in Section 4.02(a)
of the Agreement, on the Closing Date and on each Distribution Date, in an
amount equal to 1/12th of the product of (i) the Premium Percentage and (ii) the
aggregate Certificate Principal Balance of the Class A Certificates on each
Distribution Date (after giving effect to any distributions of principal to be
made on such Distribution Date); provided that the initial premium will be equal
to 1/12th of the product of the (i) Premium Percentage and (ii) aggregate
Certificate Principal Balance of the Class A Certificates as of the Cut-off Date
and will be paid on the Closing Date.
The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
The Policy to which this Endorsement is attached and of which it forms
a part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of AMBAC.
This Policy does not cover shortfalls, if any, attributable to the liability of
the Trust Fund, the REMIC or the Trustee for withholding taxes, if any
(including interest and penalties in respect of any such liability).
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
IN WITNESS WHEREOF, AMBAC has caused this Endorsement to the Policy to
be signed by its duly authorized officers.
Vice President Assistant Secretary
- ------------------------------- -----------------------
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<PAGE>
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0114BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
AMBAC INDEMNITY CORPORATION
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No.
#AB0114BE (the "Policy") issued by AMBAC Indemnity Corporation ("AMBAC"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Class A
Certificates.
2. The relevant Distribution Date or Last Scheduled Distribution
Date is [date].
3. Payment on the Class A Certificates in respect of the
Distribution Date is due to be received on
____________________________ under the Agreement, in an amount
equal to $_____________________.
[3. The amount to be paid to the Holders of the Class A
Certificates on the Last Scheduled Distribution Date is
$__________.]
4. There is a Deficiency Amount and/or Preference Amount of
$__________________ in respect of the Class A Certificates,
which amount is an Insured Amount pursuant to the terms of the
Agreement.
5. The sum of $__________________ is the Insured Amount that is
Due for Payment.
6. The Trustee has not heretofore made a demand for the Insured
Amount in respect of the Distribution Date.
7. The Trustee hereby requests the payment of the Insured Amount
that is Due for Payment be made by AMBAC under the Policy and
directs that payment under
A-1
<PAGE>
the Policy be made to the following account by bank wire
transfer of federal or other immediately available funds in
accordance with the terms of the Policy to:
[Name and account information for Trustee.]
8. The Trustee hereby agrees that, following receipt of the
Insured Amount from AMBAC, it shall (a) hold such amounts in
trust and apply the same directly to the distribution of
payment on the Class A Certificates when due; (b) not apply
such funds for any other purpose; (c) deposit such funds to
the Distribution Account and not commingle such funds with
other funds held by the Trustee and (d) maintain an accurate
record of such payments with respect to the Class A
Certificates and the corresponding claim on the Policy and
proceeds thereof.
[Name of Trustee]
By:
------------------------
Title:
---------------------
(Officer)
A-2
<PAGE>
[LOGO] AMBAC Indemnity Corporation
c/o CT Corporation Systems
44 East Mifflin Street
Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Certificate Guaranty Insurance Policy
Insured Obligations: Policy Number: AB0114BE
$102,841,606 Equity One ABS,
Inc. Mortgage Pass-Through Premium: Calculated as set forth
Certificates, Series 1997-1, in the endorsement
Class A-1, Class A-2, Class A-3, attached hereto.
Class A-4 and Class A-5
AMBAC Indemnity Corporation (AMBAC) A Wisconsin Stock Insurance Company in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.
AMBAC will make such payments to the Truseee from its own funds on the later of
(a) one (1) Business Day following notification to AMBAC of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to AMBAC, transferring to AMBAC
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. AMBAC shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, AMBAC shall have no further obligation hereunder in respect
of such Insured Amounts.
In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from AMBAC to the extent of such recovery if sufficient
funds are not otherwise available.
This Policy is noncancelable by AMBAC for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of AMBAC, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.
To the fullest extent permitted by applicable law, AMBAC hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to AMBAC, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.
Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.
In witness whereof, AMBAC has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon AMBAC by virtue
of the countersignature of its duly authorized representative.
/s/ Phillip Lassiter /s/ Stephen D. Cooke
President Secretary
/s/ Warren Tong
Authorized Representative
[SEAL]
Effective Date: July 2, 1997
EXECUTED VERSION
CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT
Attached to and forming Effective Date of Endorsement:
part of Policy #AB0114BE July 2, 1997
issued to:
The Chase Manhattan Bank,
as Trustee on behalf of, and for the benefit of the Holders of,
the Mortgage Pass-Through Certificates,
Series 1997-1, Class A Certificates
as Issued pursuant to the Agreement
For all purposes of this Policy, the following terms shall have the
following meanings:
"Affiliated Seller" shall mean each of Equity One, Incorporated, a
Pennsylvania corporation; Equity One Mortgage Company, a North Carolina
corporation; Equity One Mortgage, Inc., a Delaware corporation; Equity One,
Inc., a Minnesota corporation; Equity One Consumer Loan Company, Inc., a New
Hampshire corporation; Equity One of West Virginia, Inc., a West Virginia
corporation; and Equity One Mortgage, Inc., a New York corporation.
"Agreement" shall mean the Pooling and Servicing Agreement dated as of
June 1, 1997 among Equity One ABS, Inc., as Depositor, Equity One, Inc., as a
Seller and the Servicer, each Affiliated Seller, as a Seller, and the Trustee,
as Trustee, without regard to any amendment or supplement thereto.
"Business Day" shall mean any day other than a Saturday, a Sunday or a
day on which banking institutions in New York City or in the city in which the
corporate trust office of the Trustee under the Agreement or the Insurer is
located are authorized or obligated by law or executive order to close.
<PAGE>
"Deficiency Amount" shall mean, with respect to the Class A
Certificates, as of any Distribution Date (i) any shortfall in amounts available
in the Distribution Account to pay the Interest Distribution Amount for the
related Interest Accrual Period, (ii) the Guaranteed Principal Distribution
Amount and (iii) without duplication of the amount specified in clause (ii), the
aggregate Class Certificate Balance of all classes of Class A Certificates to
the extent unpaid on the Last Scheduled Distribution Date or earlier termination
of the Trust Fund pursuant to the terms of the Agreement. For purposes of
determining the Deficiency Amount, the Interest Distribution Amount for the
related Interest Accrual Period for any Distribution Date shall be reduced by
any Net Prepayment Interest Shortfalls and any Relief Act Reduction incurred
during the calendar month preceding the month of such Distribution Date.
"Due for Payment" shall mean the Distribution Date on which Insured
Amounts are due.
"Guaranteed Principal Distribution Amount" shall mean, for any
Distribution Date, the amount, if any, by which the aggregate Class Certificate
Balance of the Class A Certificates exceeds the Pool Principal Balance as of
such Distribution Date.
"Holder" shall mean any person who is the registered owner or
beneficial owner of any of the Class A Certificates.
"Insurance Agreement" shall mean the Insurance and Indemnity Agreement
(as may be amended, modified or supplemented from time to time) dated as of July
2, 1997, by and among the Insurer, Equity One, Inc., as a Seller of the Loans to
the Depositor and as Servicer, the Depositor and The Chase Manhattan Bank, as
Trustee.
"Insurance Policy" or "Policy" shall mean this Certificate Guaranty
Insurance Policy together with each and every endorsement hereto.
"Insured Amounts" shall mean, with respect to any Distribution Date,
any Deficiency Amount plus any Preference Amount for such Distribution Date.
"Insured Obligations" shall mean the Class A Certificates.
"Insured Payments" shall mean, with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Trustee in respect of
Insured Amounts for such Distribution Date.
"Insurer" shall mean AMBAC Indemnity Corporation, or any successor
thereto, as issuer of the Insurance Policy.
"Last Scheduled Distribution Date" shall mean, for each class of Class
A Certificates, the Distribution Date in May 2028.
"Late Payment Rate" shall mean the lesser of (a) the greater of (i) the
per annum rate of interest publicly announced from time to time by Citibank,
N.A. as its prime or base lending rate
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(any change in such rate of interest to be effective on the date such change is
announced by Citibank, N.A.), and (ii) the then applicable highest rate of
interest on any of the Class A Certificates and (b) the maximum rate permissible
under applicable usury or similar laws limiting interest rates. The Late Payment
Rate shall be computed on the basis of the actual number of days elapsed over a
year of 360 days for any Distribution Date.
"Nonpayment" shall mean, with respect to any Distribution Date, an
Insured Amount owing in respect of such Distribution Date.
"Notice" shall mean the telephonic or telegraphic notice, promptly
confirmed in writing by telecopy substantially in the form of Exhibit A to the
Policy, the original of which is subsequently delivered by registered or
certified mail, from the Trustee specifying the Insured Amount which shall be
due and owing on the applicable Distribution Date.
"Preference Amount" shall mean any amount previously distributed to a
Certificateholder that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the Bankruptcy Code in
accordance with a final nonappealable order of a court having competent
jurisdiction.
"Premium Percentage" shall have the definition set forth in the
Insurance Agreement.
"Reimbursement Amount" shall mean, as to any Distribution Date, the sum
of (x) (i) all Insured Payments paid by the Insurer, but for which the Insurer
has not been reimbursed prior to such Distribution Date pursuant to Section
3A.01 of the Agreement, plus (ii) interest accrued thereon, calculated at the
Late Payment Rate from the date the Trustee received the related Insured
Payments, and (y) (i) any other amounts then due and owing to the Insurer under
the Insurance Agreement, but for which the Insurer has not been reimbursed prior
to such Distribution Date pursuant to Section 3A.01 of the Agreement, plus (ii)
interest on such amounts at the Late Payment Rate.
"Trustee" shall mean, for the purposes of the Policy, The Chase
Manhattan Bank, or any successor thereto under the Agreement.
Capitalized terms used herein and not otherwise defined shall have the
meaning assigned to them in the Agreement.
AMBAC hereby agrees that if, as of any Distribution Date, it has become
subrogated to the rights of Holders by virtue of a previous payment under this
Policy, no recovery of such payment will occur unless the full amount of the
Holders' allocable distributions for such Distribution Date can be made. In so
doing, AMBAC does not waive its rights to seek full payment of all Reimbursement
Amounts owed to it under the Agreement.
As provided by the Policy, the Insurer will pay any amount payable
hereunder no later than 12:00 noon, New York City time, on the later of the
Distribution Date on which the related Deficiency Amount or Preference Amount is
due or the Business Day following receipt in New York, New York on a Business
Day by the Insurer of a Notice; provided that, if such
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<PAGE>
Notice is received after 12:00 noon, New York City time, on such Business Day,
it will be deemed to be received on the following Business Day. If any such
Notice is not in proper form or is otherwise insufficient for the purpose of
making claim under the Policy, it shall be deemed not to have been received for
purposes of this paragraph, and the Insurer shall promptly so advise the Trustee
and the Trustee may submit an amended Notice.
The terms and provisions of the Agreement constitute the instrument of
assignment referred to in the second paragraph of the face of this Policy.
A premium will be payable on this Policy as provided in Section 4.02(a)
of the Agreement, on the Closing Date and on each Distribution Date, in an
amount equal to 1/12th of the product of (i) the Premium Percentage and (ii) the
aggregate Certificate Principal Balance of the Class A Certificates on each
Distribution Date (after giving effect to any distributions of principal to be
made on such Distribution Date); provided that the initial premium will be equal
to 1/12th of the product of the (i) Premium Percentage and (ii) aggregate
Certificate Principal Balance of the Class A Certificates as of the Cut-off Date
and will be paid on the Closing Date.
The insurance provided by the Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
The Policy to which this Endorsement is attached and of which it forms
a part is hereby amended to provide that there shall be no acceleration payment
due under the Policy unless such acceleration is at the sole option of AMBAC.
This Policy does not cover shortfalls, if any, attributable to the liability of
the Trust Fund, the REMIC or the Trustee for withholding taxes, if any
(including interest and penalties in respect of any such liability).
Nothing herein contained shall be held to vary, alter, waive or extend
any of the terms, conditions, provisions, agreements or limitations of the above
mentioned Policy other than as above stated.
This Policy is issued under and pursuant to, and shall be construed
under, the laws of the State of New York (without giving effect to the conflict
of laws provisions thereof).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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<PAGE>
IN WITNESS WHEREOF, AMBAC has caused this Endorsement to the Policy to
be signed by its duly authorized officers.
Vice President Assistant Secretary
/s/ Warren Tong /s/ Ted Moline
- ------------------------------- -----------------------
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<PAGE>
EXHIBIT A
TO THE CERTIFICATE GUARANTY INSURANCE POLICY
Policy No. AB0114BE
NOTICE OF NONPAYMENT AND DEMAND
FOR PAYMENT OF INSURED AMOUNTS
Date: [ ]
AMBAC INDEMNITY CORPORATION
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to Certificate Guaranty Insurance Policy No.
#AB0114BE (the "Policy") issued by AMBAC Indemnity Corporation ("AMBAC"). Terms
capitalized herein and not otherwise defined shall have the meanings specified
in the Policy and the Agreement, as the case may be, unless the context
otherwise requires.
The Trustee hereby certifies as follows:
1. The Trustee is the Trustee under the Agreement for the Class A
Certificates.
2. The relevant Distribution Date or Last Scheduled Distribution
Date is [date].
3. Payment on the Class A Certificates in respect of the
Distribution Date is due to be received on
____________________________ under the Agreement, in an amount
equal to $_____________________.
[3. The amount to be paid to the Holders of the Class A
Certificates on the Last Scheduled Distribution Date is
$__________.]
4. There is a Deficiency Amount and/or Preference Amount of
$__________________ in respect of the Class A Certificates,
which amount is an Insured Amount pursuant to the terms of the
Agreement.
5. The sum of $__________________ is the Insured Amount that is
Due for Payment.
6. The Trustee has not heretofore made a demand for the Insured
Amount in respect of the Distribution Date.
7. The Trustee hereby requests the payment of the Insured Amount
that is Due for Payment be made by AMBAC under the Policy and
directs that payment under
A-1
<PAGE>
the Policy be made to the following account by bank wire
transfer of federal or other immediately available funds in
accordance with the terms of the Policy to:
[Name and account information for Trustee.]
8. The Trustee hereby agrees that, following receipt of the
Insured Amount from AMBAC, it shall (a) hold such amounts in
trust and apply the same directly to the distribution of
payment on the Class A Certificates when due; (b) not apply
such funds for any other purpose; (c) deposit such funds to
the Distribution Account and not commingle such funds with
other funds held by the Trustee and (d) maintain an accurate
record of such payments with respect to the Class A
Certificates and the corresponding claim on the Policy and
proceeds thereof.
[Name of Trustee]
By:
------------------------
Title:
---------------------
(Officer)
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<PAGE>
