SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 27, 1999
BLOCK MORTGAGE FINANCE ASSET BACKED
CERTIFICATES SERIES 1999-2 TRUST
(created under the Pooling and Servicing Agreement dated as of October 1,
1999, which Trust is the Issuer of Block Mortgage Finance
Asset Backed Certificates, Series 1999-2)
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(Exact name of registrant as specified in its charter)
New York
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(State or other jurisdiction of incorporation)
333-65215-03 36-4270815
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(Commission File Number) (IRS Employer Identification No.)
Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration,
Block Mortgage Finance
Asset Backed Certificates, Series 1999-2 60670-0126
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 407-0192
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
Exhibit 1 Underwriting Agreement Relating to Block Mortgage Finance Asset
Backed Certificates, Series 1999-2
Exhibit 4 Pooling and Servicing Agreement Relating to Block Mortgage
Finance Asset Backed Certificates, Series 1999-2
Exhibit 99.1 Certificate Guaranty Insurance Policy, Policy Number 30611,
Relating to Block Mortgage Finance Asset Backed Certificates,
Series 1999-2, Group 1 Certificates
Exhibit 99.2 Certificate Guaranty Insurance Policy, Policy Number 30612,
Relating to Block Mortgage Finance Asset Backed Certificates,
Series 1999-2, Group 2 Certificates
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Block Financial Corporation, not in its individual
capacity, but solely as a duly authorized agent of the
Registrant pursuant to Section 8.17 of the Pooling and
Servicing Agreement, dated as of October 1, 1999.
Date: November 8, 1999 By: /s/ Bret G. Wilson
____________________________________
Bret G. Wilson, Vice President
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EXHIBIT INDEX
Exhibit No. Description
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1 Underwriting Agreement Relating to Block
Mortgage Finance Asset Backed Certificates,
Series 1999-2
4 Pooling and Servicing Agreement Relating to
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
99.1 Certificate Guaranty Insurance Policy,
Policy Number 30611, Relating to Block
Mortgage Finance Asset Backed Certificates,
Series 1999-2, Group 1 Certificates
99.2 Certificate Guaranty Insurance Policy,
Policy Number 30612, Relating to Block
Mortgage Finance Asset Backed Certificates,
Series 1999-2, Group 2 Certificates
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EXECUTION COPY
BLOCK MORTGAGE FINANCE, INC.
Block Mortgage Finance
Asset Backed Certificates, Series 1999-2,
Class A-1
Class A-2
Class A-3
Class A-4
Class A-5
Class A-6
UNDERWRITING AGREEMENT
October 22, 1999
Chase Securities Inc.,
as Representative of the several
Underwriters listed herein
c/o Chase Securities Inc.
270 Park Avenue, 7th Floor
New York, New York 10017
Ladies and Gentlemen:
Block Mortgage Finance, Inc. (the "Depositor"), a wholly-owned, limited
purpose subsidiary of Companion Mortgage Corporation ("Companion"), has
authorized the issuance and sale of Block Mortgage Finance Asset Backed
Certificates, Series 1999-2, Class A-1, Class A-2, Class A-3 and Class A-4
Certificates (collectively, the "Group 1 Certificates") and Class A-5 and Class
A-6 Certificates (the "Group 2 Certificates" and, together with the Group 1
Certificates, the "Class A Certificates"), and the Class R Certificates (the
"Class R Certificates"). The Class A Certificates and the Class R Certificates
are herein collectively referred to as the "Certificates". The Certificates
evidence in the aggregate the beneficial ownership interest in a pool of fixed-
and adjustable-rate mortgage loans (the "Mortgage Loans"). The Group 1
Certificates will represent an undivided ownership interest in the group of
Mortgage Loans (the "Fixed Rate Group") which are secured by fixed-rate first
and second mortgages primarily on one- to four-family residential dwellings. The
Group 2 Certificates will represent an undivided ownership interest in the group
of Mortgage Loans (the "Adjustable Rate Group" and, together with the Fixed Rate
Group, the "Loan Groups") which are secured by adjustable-rate first mortgages
primarily on one- to four-family residential dwellings.
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Only the Class A Certificates are being purchased by the several
underwriters named in Schedule A hereto (collectively, the "Underwriters"), at
the prices set forth in Schedule A.
The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of October 1, 1999 among the
Depositor, Companion, as seller (in such capacity, the "Seller"), Block
Financial Corporation, as master servicer (the "Master Servicer"), and Bank One,
National Association, as trustee (the "Trustee"). The Master Servicer will enter
into subservicing agreements, each dated as of October 1, 1999 (the
"Sub-Servicing Agreements"), with Companion Servicing Company, L.L.C. ("CSC")
and Fairbanks Capital Corp. ("Fairbanks" and, together with CSC, the
"Sub-Servicers") to provide for the sub-servicing of the Mortgage Loans. The
Seller, pursuant to the terms of the Pooling and Servicing Agreement, will
transfer to the Depositor and the Depositor, pursuant to the Pooling and
Servicing Agreement, will transfer to the Trustee, all of its right, title and
interest in and to the Mortgage Loans as of the Cut-Off Date (except for (i)
principal (including Prepayments) and interest collected on each Mortgage Loan
on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans,
scheduled monthly payments collected on or prior to the Cut-Off Date and due
after the Cut-Off Date) and (ii) with respect to Actuarial Loans, scheduled
monthly payments due on or prior to the Cut-Off Date) and the collateral
securing each Mortgage Loan. The Certificates will evidence fractional undivided
interests in the property held in trust for the holders of such Certificates
(the "Trust"). The assets of the Trust will include, among other things: the
Mortgage Loans to be conveyed by the Depositor to the Trust on the Closing Date;
such amounts as may be held by the Master Servicer in the Collection Account
(other than investment earnings thereon) and any other accounts held by or
maintained by the Master Servicer with respect to the servicing of the Mortgage
Loans and the other assets of the Trust; and such amounts as may be held by the
Trustee in the Distribution Account (other than investment earnings thereon) and
any other accounts held by the Trustee for the Trust. The aggregate undivided
interest in the Trust represented by the Class A Certificates initially will be
equal to $158,233,000 of principal (subject to a variance of plus or minus 5%),
which will represent 100% of the outstanding principal balances of the Mortgage
Loans as of the Cut-Off Date. The Class A Certificates will have the benefit of
two certificate guaranty insurance policies (each, a "Policy") issued by MBIA
Insurance Corporation (the "Certificate Insurer"), the principal operating
subsidiary of MBIA Inc., a New York Stock Exchange listed company, pursuant to
an Insurance Agreement (the "Insurance Agreement") dated as of October 1, 1999
among the Seller, the Master Servicer, the Depositor, H&R Block, Inc., the
Trustee and the Certificate Insurer. In addition to the Insurance Agreement, the
Seller, the Master Servicer, the Underwriters and the Certificate Insurer will
enter into an Indemnification Agreement (the "Indemnification Agreement") dated
as of October 26, 1999. A form of the Pooling and Servicing Agreement has been
filed as an exhibit to the Registration Statement (hereinafter defined).
An election will be made to treat the assets of the Trust as a "real
estate mortgage investment conduit" (a "REMIC") for federal income tax purposes.
The Class A Certificates will represent beneficial ownership of "regular
interests" in the REMIC and the Class R Certificates will represent beneficial
ownership of "residual interests" in the REMIC.
Capitalized terms used but not defined herein shall have the meanings
given to them in the Pooling and Servicing Agreement.
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This Underwriting Agreement, the Pooling and Servicing Agreement, the
Sub-Servicing Agreements, the Insurance Agreement and the Indemnification
Agreement are referred to collectively herein as the "Agreements". The Master
Servicer, the Seller and the Depositor are referred to collectively herein as
the "Transaction Parties".
The Depositor filed with the Securities and Exchange Commission (the
"Commission") on September 30, 1998, a registration statement on Form S-3 (No.
333-65215), including a form of prospectus and prospectus supplement relating to
the Class A Certificates, and pursuant to the provisions hereof shall file such
post-effective amendments thereto as may hereafter be required pursuant to the
Securities Act of 1933, as amended (the "1933 Act"), and the rules and
regulations of the Commission thereunder (the "Rules and Regulations"). Such
registration statement (as amended) is referred to herein as the "Registration
Statement"; the prospectus and prospectus supplement relating to the offering of
the Class A Certificates constituting a part of the Registration Statement filed
or to be filed by the Depositor are collectively referred to herein as the
"Prospectus" and each of the prospectus and prospectus supplement is referred to
as the "Base Prospectus" and the "Prospectus Supplement," respectively; and any
reference herein to any amendment or supplement with respect to the Registration
Statement or the Prospectus shall be deemed to refer to and include any
information deemed to be a part thereof pursuant to Rule 430A under the 1933
Act.
Section 1. Representations and Warranties of the Master Servicer, the
Seller and the Depositor. Each of the Master Servicer, the Seller and the
Depositor, as to itself, and the Master Servicer, individually, with respect to
(a), (b), (o), (q), (r) and (s) below, represents and warrants to, and agrees
with the Underwriters that:
(a) The Registration Statement has become effective under the 1933 Act. The
Registration Statement complies, and all amendments to the Registration
Statement at the time such amended Registration Statement becomes effective will
comply, in all material respects with the requirements of the 1933 Act and the
Rules and Regulations. The Registration Statement at the time such Registration
Statement became effective did not, and any amendment to the Registration
Statement at the time such amended Registration Statement becomes effective will
not, contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading. The Prospectus as of the date hereof does, and the
Prospectus as amended or supplemented as of the Closing Date will, comply in all
material respects with the requirements of the 1933 Act and the Rules and
Regulations. The Prospectus as of the date hereof did not, and the Prospectus as
amended or supplemented as of the Closing Date will not, contain 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 the representations and
warranties in this subsection shall not apply to statements in, or omissions
from, the Registration Statement or the Prospectus made in reliance upon and in
conformity with information furnished to the Depositor in writing by the
Underwriters or the Certificate Insurer expressly for use in the Registration
Statement or Prospectus. The Seller and the Depositor acknowledge that the
statements set forth in the last paragraph of the cover page of the Prospectus
Supplement and under the caption "UNDERWRITING" in the Prospectus Supplement
(the "Underwriter Information") constitute the only information furnished in
writing by the Underwriters for inclusion in the Prospectus. The conditions to
the use by the
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Depositor of a registration statement on Form S-3 under the 1933 Act, as set
forth in the General Instructions to Form S-3, have been satisfied with respect
to the Registration Statement and the Prospectus. There are no contracts or
documents of the Depositor or its affiliates that are required to be filed as
exhibits to the Registration Statement pursuant to the 1933 Act or the Rules and
Regulations that have not been so filed on or prior to the effective date of the
Registration Statement.
(b) Since the respective dates as of which information is given in the
Prospectus, or the Prospectus as amended and supplemented at the Closing Date,
there has not been any material adverse change in the general affairs,
management, financial condition or results of operations of any of the
Transaction Parties or of their subsidiaries or affiliates, otherwise than as
set forth in the Prospectus or the Prospectus as amended and supplemented at the
Closing Date.
(c) Such Transaction Party has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its respective
jurisdiction of incorporation, with the full right, power and authority
(corporate and other) to own, lease and operate its properties and conduct its
business as described in the Prospectus and to enter into and perform its
obligations under the Agreements to which it is a signatory, and, with respect
to the Depositor, to cause the Certificates to be issued; such Transaction Party
is duly qualified as a foreign corporation to transact business and is in good
standing in each jurisdiction which requires such qualification, except where
failure to be so qualified would not have a material adverse effect on (A) its
business or financial condition, (B) its obligations under the Agreements to
which it is a signatory or (C) the Owners of the Certificates; such Transaction
Party is duly authorized and licensed under applicable law, including, without
limitation, those that regulate the business of originating, purchasing, selling
or servicing first and second lien mortgage loans, to conduct, in the various
jurisdictions in which it does business, the business it currently conducts
therein and to perform its obligations as contemplated by the Agreements, except
where failure to be so qualified or licensed would not have a material adverse
effect on (A) its business or financial condition, (B) its obligations under the
Agreements to which it is a signatory or (C) the Owners of the Certificates.
(d) There are no legal or governmental proceedings pending to which such
Transaction Party is a party, or of which any property of such Transaction Party
is the subject, which could reasonably be expected to materially and adversely
affect (A) its financial position, shareholders' equity or results of
operations, (B) its obligations under the Agreements to which it is a signatory
or (C) the Owners of the Certificates; and to the best knowledge of such
Transaction Party, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others.
(e) This Underwriting Agreement has been and, prior to the Closing Date,
the Agreements (other than this Underwriting Agreement) will have been, duly
authorized, executed and delivered by each Transaction Party which is a party to
such Agreements and, when duly executed and delivered by the other parties
thereto, will constitute legal, valid and binding instruments enforceable
against such Transaction Party, in accordance with their respective terms,
subject as to enforceability (i) to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditors' rights
generally, (ii) to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law) and (iii)
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with respect to rights of indemnity under this Underwriting Agreement and the
Indemnification Agreement, to limitations of public policy under applicable
securities laws.
(f) The issuance and delivery of the Certificates, the consummation of any
other of the transactions contemplated in the Agreements and the fulfillment of
the terms of the Agreements do not and will not conflict with or violate any
term or provision of the Certificate or Articles of Incorporation or Bylaws of
such Transaction Party; any statute, order or regulation applicable to such
Transaction Party of any court, regulatory body, administrative agency or
governmental body having jurisdiction over such Transaction Party; and do not
and will not conflict with, or result in a breach or violation or the
acceleration of, or constitute a default under, or result in the creation or
imposition of any lien, charge or encumbrance upon any of the property or assets
of such Transaction Party pursuant to the terms of, any indenture, mortgage,
deed of trust, loan agreement or other agreement or instrument to which such
Transaction Party is a party or by which such Transaction Party may be bound or
to which any of the property or assets of such Transaction Party may be subject,
except for conflicts, violations, breaches, accelerations and defaults which
would not be, individually or in the aggregate, materially adverse to such
Transaction Party or the Owners of the Certificates or materially adverse to the
transactions contemplated by the Agreements.
(g) Deloitte & Touche LLP is an independent public accountant with respect
to the Master Servicer, the Seller and the Depositor as required by the 1933 Act
and the Rules and Regulations.
(h) The direction by the Depositor to the Trustee to execute, countersign,
issue and deliver the Certificates will, as of the Closing Date, be duly
authorized by the Depositor, and assuming the Trustee has been duly authorized
to do so, when executed, countersigned, issued and delivered by the Trustee in
accordance with the Pooling and Servicing Agreement, the Certificates will be
validly issued and outstanding and will be entitled to the benefits provided by
the Pooling and Servicing Agreement.
(i) No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body is required
for the issuance or sale of the Class A Certificates, or the consummation by
such Transaction Party of the other transactions contemplated by the Agreements,
except the registration under the 1933 Act of the Class A Certificates and such
consents, approvals, authorizations, registrations or qualifications as may be
required under state securities or "blue sky" laws in connection with the
issuance of the Class A Certificates and the purchase and distribution of the
Class A Certificates by the Underwriters.
(j) Such Transaction Party possesses all material licenses, certificates,
authorities or permits issued by the appropriate state, federal or foreign
regulatory agencies or bodies necessary to conduct the business now conducted by
it and as described in the Prospectus, and such Transaction Party has not
received any notice of proceedings relating to the revocation or modification of
any such license, certificate, authority or permit which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
materially and adversely affect the conduct of its business, operations or
financial condition.
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(k) At the time of execution and delivery of the Pooling and Servicing
Agreement, the Seller (i) will have good and marketable title to each Mortgage
Loan being transferred by it to the Depositor, free and clear of any liens, (ii)
will not have assigned to any Person, other than the Depositor, any of its
right, title or interest in or to such Mortgage Loans and (iii) will have the
power and authority to sell such Mortgage Loans to the Depositor.
(l) At the time of execution and delivery of the Pooling and Servicing
Agreement, after giving effect to the sale of the Mortgage Loans from the Seller
to the Depositor pursuant to the Pooling and Servicing Agreement, the Depositor
(i) will have good and marketable title to each Mortgage Loan being transferred
by it to the Trustee pursuant to the Pooling and Servicing Agreement, free and
clear of any liens, (ii) will not have assigned to any person, other than the
Trustee, any of its right, title or interest in or to such Mortgage Loans and
(iii) will have the power and authority to sell such Mortgage Loans to the
Trustee.
(m) Upon execution and delivery of the Pooling and Servicing Agreement by
all of the parties thereto, the Depositor will have acquired beneficial
ownership of all of the Seller's right, title and interest in and to the
Mortgage Loans (except for (i) principal (including Prepayments) and interest
collected on each Mortgage Loan on or prior to the Cut-Off Date (other than,
with respect to Actuarial Loans, scheduled monthly payments collected on or
prior to the Cut-Off Date and due after the Cut-Off Date) and (ii) with respect
to Actuarial Loans, scheduled monthly payments due on or prior to the Cut-Off
Date), free of all liens.
(n) Upon execution and delivery of the Pooling and Servicing Agreement by
all of the parties thereto, the Trustee will have acquired beneficial ownership
of all of the Depositor's right, title and interest in and to the Mortgage
Loans, and upon delivery to the Underwriters of the Class A Certificates and
payment of the purchase price therefor, the Underwriters will have good and
marketable title to the Class A Certificates, in each case free of all liens.
(o) As of the Closing Date, each of the Mortgage Loans will meet the
eligibility criteria described in the Prospectus and set forth in the Pooling
and Servicing Agreement.
(p) Such Transaction Party will not conduct its operations while any of the
Class A Certificates are outstanding in a manner that would require such
Transaction Party or the Trust to be registered as an "investment company" under
the Investment Company Act of 1940, as amended (the "1940 Act"), as in effect on
the date hereof or require the Trust to be registered under the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"), as in effect on the date
hereof.
(q) On the Closing Date, the Certificates and the Pooling and Servicing
Agreement will conform in all material respects to the descriptions thereof
contained in the Prospectus.
(r) On the Closing Date, the Class A Certificates shall have been rated
"AAA" by Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("Standard & Poor's"), and "Aaa" by Moody's Investors Service,
Inc. ("Moody's").
(s) Any taxes, fees and other governmental charges in connection with the
execution, delivery and issuance of the Agreements and the Certificates have
been paid or will be paid at or prior to the Closing Date.
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(t) On the Closing Date, each of the representations and warranties of the
Master Servicer, the Seller and the Depositor set forth in the Pooling and
Servicing Agreement and the Insurance Agreement will be true and correct in all
material respects.
Section 2. Purchase and Sale. The commitment of the Underwriters to
purchase the Class A Certificates pursuant to this Underwriting Agreement shall
be deemed to have been made on the basis of the representations and warranties
of the Master Servicer, the Seller and the Depositor herein contained and shall
be subject to the terms and conditions herein set forth. The Depositor agrees to
instruct the Trustee to issue, and agrees to sell to the Underwriters, and the
Underwriters agree, severally and not jointly (except as provided in Section 12
hereof), to purchase from the Depositor, at the purchase price for each Class A
Certificate set forth on Schedule A hereto, the respective principal amount of
Class A Certificates set forth opposite the name of such Underwriter on Schedule
A hereto.
Section 3. Delivery and Payment. Payment of the purchase price for, and
delivery of, any Class A Certificates to be purchased by the Underwriters shall
be made at the office of Morrison & Hecker, 2600 Grand Avenue, Kansas City,
Missouri 64108, or at such other place as shall be agreed upon by you and the
Depositor, at 10:00 a.m. (Kansas City time) on October 27, 1999 or at such other
time or date as shall be agreed upon in writing by you and the Depositor (the
"Closing Date"). The Class A Certificates will be delivered in book-entry form
through the facilities of The Depository Trust Company, Cedelbank and the
Euroclear System. Payment shall be made to the Depositor by wire transfer of
same day funds payable to the account of the Depositor. Delivery of the Class A
Certificates shall be made to you for the respective accounts of the
Underwriters against payment of the purchase price thereof. Such Class A
Certificates shall be in such denominations and registered in such names as you
may request in writing at least one Business Day prior to the Closing Date. Such
Class A Certificates, which may be in temporary form, will be made available for
examination by you no later than 3:00 p.m. (New York City time) on the first
Business Day prior to the Closing Date.
Section 4. Offering by the Underwriters. It is understood that the
Underwriters propose to offer the Class A Certificates for sale to the public as
set forth in the Prospectus.
Section 5. Covenants of the Seller, the Depositor and the Master Servicer.
Each of the Master Servicer, the Seller and the Depositor covenants, as to
itself, with each of the Underwriters for so long as the Class A Certificates
are outstanding as follows:
(a) If, at any time when the Prospectus, as amended or supplemented, is
required by the 1933 Act to be delivered in connection with sales of the Class A
Certificates by the Underwriters, any event shall occur or condition exist as a
result of which it is necessary, in the opinion of counsel to the Underwriters
or counsel for the Depositor, to further amend or supplement the Prospectus as
then amended or supplemented in order that the Prospectus as amended or
supplemented will not include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it shall be
necessary, in the opinion of any such counsel at any such time, to amend or
supplement the Registration Statement or the Prospectus as then amended or
supplemented in order to comply with the requirements of the 1933 Act or the
Rules and Regulations thereunder, or if required by such Rules and Regulations,
including
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Rule 430A thereunder, to file a post-effective amendment to such Registration
Statement (including an amended Prospectus), the Depositor will promptly prepare
and file with the Commission such amendment or supplement as may be necessary to
correct such untrue statement or omission or to make the Registration Statement
or Prospectus comply with such requirements, and within two Business Days will
furnish to the Underwriters as many copies of the Prospectus, as amended or
supplemented, as reasonably requested.
(b) The Depositor will give you reasonable notice of its intention to file
any amendment to the Registration Statement or the Prospectus, as amended or
supplemented, pursuant to the 1933 Act relating to the Class A Certificates,
will furnish you with copies of any such amendment or supplement proposed to be
filed a reasonable time in advance of filing, and will not file any such
amendment or supplement to which you or your counsel shall reasonably object.
(c) The Depositor will notify you immediately, and confirm the notice in
writing, (i) of the effectiveness of any amendment to the Registration
Statement, (ii) of the mailing or the delivery to the Commission for filing of
any supplement to the Prospectus or the Prospectus as amended or supplemented,
(iii) of the receipt of any comments from the Commission with respect to the
Registration Statement or the Prospectus or the Prospectus as amended or
supplemented, (iv) of any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the Prospectus or for
additional information and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose. The Depositor will make every
reasonable effort to prevent the issuance of any stop order and, if any stop
order is issued, to obtain the lifting thereof at the earliest possible moment.
(d) The Depositor will deliver to you as many signed and as many conformed
copies of the Registration Statement (as originally filed) and of each amendment
thereto (including exhibits filed therewith or incorporated by reference therein
and documents incorporated by reference in the Prospectus) as you may reasonably
request.
(e) The Depositor will make generally available to holders of the Class A
Certificates as soon as practicable, but in any event not later than 120 days
after the close of the period covered thereby, an earnings statement of the
Trust (which need not be audited) complying with Section 11(a) of the 1933 Act
and the Rules and Regulations (including, at the option of the Seller, Rule 158)
and covering a period of at least twelve consecutive months beginning not later
than the first day of the first fiscal quarter following the Closing Date.
(f) The Depositor will endeavor, in cooperation with you, to qualify the
Class A Certificates for offering and sale under the applicable securities laws
of such states and other jurisdictions of the United States as you may
designate, and will maintain or cause to be maintained such qualifications in
effect for as long as may be required for the distribution of the Class A
Certificates. The Depositor will file or cause the filing of such statements and
reports as may be reasonably required by the laws of each jurisdiction in which
the Class A Certificates have been qualified as above provided.
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(g) None of the Master Servicer, the Seller or the Depositor will, without
your prior written consent, publicly offer or sell or contract to sell any
mortgage pass-through certificates, mortgage pass-through notes or
collateralized mortgage obligations or other similar securities representing
interests in or secured by other mortgage-related assets originated or owned by
any of them for a period of 30 days following the commencement of the offering
of the Class A Certificates to the public.
(h) So long as the Class A Certificates shall be outstanding, the Depositor
will deliver to the Underwriters the annual statement as to compliance delivered
to the Trustee pursuant to the Pooling and Servicing Agreement and the annual
statement of a firm of independent public accountants furnished to the Trustee
pursuant to the Pooling and Servicing Agreement, as soon as such statements are
furnished to the Trustee.
(i) The Depositor will apply the net proceeds from the sale of the Class A
Certificates in the manner set forth in the Prospectus.
(j) If, between the date hereof and the Closing Date, to the knowledge of
the Master Servicer, the Seller or the Depositor, there are any legal or
governmental proceedings instituted or threatened against such Transaction Party
which could reasonably be expected to materially and adversely affect the
financial condition, shareholders' equity or results of operations of such
Transaction Party, or its ability to perform its obligations under the
Agreements, the Master Servicer, the Seller or the Depositor, as applicable,
will give prompt written notice thereof to the Underwriters.
Section 6. Conditions to the Underwriters' Obligations. The obligations of
the Underwriters to purchase the Class A Certificates pursuant to this
Underwriting Agreement are subject to the accuracy, on and as of the Closing
Date, of the representations and warranties on the part of the Master Servicer,
the Seller and the Depositor herein contained, to the material accuracy of the
statements of officers of the Master Servicer, the Seller and the Depositor,
respectively, made pursuant hereto, to the performance by the Master Servicer,
the Seller and the Depositor of all of their respective obligations hereunder
and to the following conditions at the Closing Date:
(a) (i) The Registration Statement shall have been declared effective under
the 1933 Act and no stop order suspending the effectiveness of the Registration
Statement shall have been issued under the 1933 Act or proceedings therefor
initiated or threatened by the Commission; any price-related information
previously omitted from the effective Registration Statement pursuant to Rule
430A under the 1933 Act shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) under the 1933 Act within the prescribed time period,
and the Depositor shall have provided evidence satisfactory to the Underwriters
of such timely filing, or a post-effective amendment to the Registration
Statement providing such information shall have been promptly filed with the
Commission and declared effective in accordance with the requirements of Rule
430A under the 1933 Act, and prior to the Closing Date the Depositor shall have
provided evidence satisfactory to the Underwriters of such effectiveness; and
(ii) there shall not have come to your attention any facts that would cause you
to believe that the Prospectus, at the time it was required to be delivered to a
purchaser of the Class A Certificates, contained any untrue statement of a
material fact or omitted to state a material fact necessary in order to make
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the statements therein, in the light of the circumstances under which they were
made, not misleading.
(b) The Underwriters shall have received the favorable opinion or opinions,
dated the Closing Date, of Morrison & Hecker L.L.P., as special counsel to the
Master Servicer, the Seller and the Depositor (collectively, the "Block
Transaction Parties"), in form and substance satisfactory to the Underwriters,
to the effect that:
(i) The Depositor is a duly incorporated, validly existing corporation
and in good standing under the laws of the State of Delaware. The Master
Servicer is a duly incorporated, validly existing corporation and in good
standing under the laws of the State of Delaware. The Seller is a duly
incorporated, validly existing corporation and in good standing under the
laws of the State of Delaware.
(ii) The Depositor has all requisite power and authority under the
General Corporation Law of the State of Delaware to execute, deliver and
perform its obligations under each of the Pooling and Servicing Agreement,
the Insurance Agreement and the Underwriting Agreement. The Master Servicer has
all requisite power and authority under the General Corporation Law of the State
of Delaware to execute, deliver and perform its obligations under each of the
Agreements. The Seller has all requisite power and authority under the General
Corporation Law of the State of Delaware to execute, deliver and perform its
obligations under the Agreements to which it is a party.
(iii) The execution, delivery and performance of the Underwriting
Agreement have been duly authorized by all requisite corporate action on the
part of the Depositor, and the Underwriting Agreement has been duly executed and
delivered by the Depositor. The execution, delivery and performance of the
Pooling and Servicing Agreement and the Insurance Agreement have been duly
authorized by all requisite corporate action on the part of the Depositor, and
each of the Pooling and Servicing Agreement and the Insurance Agreement has been
duly executed and delivered by the Depositor and is the legal, valid and binding
obligation of the Depositor enforceable against the Depositor in accordance with
its terms. The execution, delivery and performance of each of the Underwriting
Agreement and the Indemnification Agreement have been duly authorized by
all requisite corporate action on the part of the Master Servicer, and the
Underwriting Agreement and the Indemnification Agreement have been duly
executed and delivered by the Master Servicer. The execution, delivery and
performance of the Pooling and Servicing Agreement, the Insurance Agreement and
the Sub-Servicing Agreements have been duly authorized by all requisite
corporate action on the part of the Master Servicer, and each of the Pooling
and Servicing Agreement, the Insurance Agreement and the Sub-Servicing
Agreements has been duly executed and delivered by the Master Servicer and is
the legal, valid and binding obligation of the Master Servicer enforceable
against the Master Servicer in accordance with its terms. The execution,
delivery and performance of each of the Underwriting Agreement and the
Indemnification Agreement have been duly authorized by all requisite corporate
action on the part of the Seller, and each of the Underwriting Agreement and
the Indemnification Agreement has been duly executed a nd delivered by the
Seller. The execution, delivery and performance of the Pooling and Servicing
Agreement and the Insurance Agreement have been duly authorized by all requisite
corporate action on the part of the Seller and each of the Pooling and Servicing
Agreement and the Insurance Agreement has been duly executed and
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delivered by the Seller and is the legal, valid and binding obligation of
the Seller enforceable against the Seller in accordance with its terms. Such
opinions with respect to the enforceability of such agreements will be subject
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights generally, to general
principles of equity and to the qualifications previously provided by Morrison &
Hecker L.L.P. and approved by the counsel to the Underwriters.
(iv) The Depositor's execution, delivery and performance of its
obligations under the Pooling and Servicing Agreement, the Insurance Agreement
and the Underwriting Agreement will not (A) conflict with the Certificate
of Incorporation or By-laws of the Depositor or (B) violate applicable
provisions of federal, Missouri or New York statutory law or regulation or
the General Corporation Law of the State of Delaware, the violation of which
would have a material adverse effect on the ability of the Depositor to
perform its obligations under any of such agreements. The Master Servicer's
execution, delivery and performance of its obligations under the Agreements
will not (A) conflict with the Certificate of Incorporation or Bylaws of the
Master Servicer or (B) violate applicable provisions of federal, Missouri or
New York statutory law or regulation or the General Corporation Law of the State
of Delaware, the violation of which would have a material adverse effect on
the ability of the Master Servicer to perform its obligations under the
Agreements. The Seller's execution, delivery and performance of its obligations
under the Pooling and Servicing Agreement, the Insurance Agreement or the
Underwriting Agreement will not (A) conflict with the Certificate of
Incorporation or Bylaws of the Seller or (B) violate applicable provisions of
federal, Missouri or New York statutory law or regulation or the General
Corporation Law of the State of Delaware, the violation of which would have a
material adverse effect on the ability of the Seller to perform its obligations
under the Pooling and Servicing Agreement, the Insurance Agreement or the
Underwriting Agreement.
(v) To such counsel's knowledge, and based in part upon the Depositor's
written representations to such counsel, the Depositor's execution and delivery
of, and its performance of its obligations under, the Pooling and Servicing
Agreement, the Insurance Agreement and the Underwriting Agreement will not
conflict with, result in a breach or violation of, constitute a default or an
event of acceleration under, or result in the creation or imposition of any
lien, charge or encumbrance upon the property or assets of the Depositor
pursuant to the terms of, (A) any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument known to such counsel to
which the Depositor is a party or by which it or its property is bound or (B)
any order, judgment or decree of any State of Delaware, State of Missouri, State
of New York or United States court, administrative agency or governmental
instrumentality applicable to the Depositor which is known to such counsel, the
conflict with which, or the breach, violation, default, acceleration or creation
or imposition of which, would have a material adverse effect on the ability of
the Depositor to perform its obligations under any of such agreements. To such
counsel's knowledge, and based in part upon the Master Servicer's written
representations to such counsel, the Master Servicer's execution and delivery
of, and its performance of its obligations under, the Agreements will not
conflict with, result in a breach or violation of, constitute a default or an
event of acceleration under, or result in the creation or imposition of any
lien, charge or encumbrance upon the property or assets of the Master Servicer
pursuant to the terms of, (A) any indenture, mortgage, deed of trust, loan
agreement or other material agreement or instrument known to such counsel to
which the Master Servicer is a party or by which it or its property is bound or
(B) any order, judgment or decree of any State of Delaware,
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State of Missouri, State of New York or United States court, administrative
agency or governmental instrumentality applicable to the Master Servicer which
is known to such counsel, the conflict with which, or the breach, violation,
default, acceleration or creation or imposition of which, would have a material
adverse effect on the ability of the Master Servicer to perform its obligations
under the Agreements. To such counsel's knowledge, and based in part upon the
Seller's representations to such counsel, the Seller's execution and delivery
of, and its performance of its obligations under, the Pooling and Servicing
Agreement, the Insurance Agreement and the Underwriting Agreement will not
conflict with, result in a breach or violation of, constitute a default or an
event of acceleration under, or result in the creation or imposition of any
lien, charge or encumbrance upon the property or assets of the Seller pursuant
to the terms of, (A) any indenture, mortgage, deed of trust, loan agreement or
other material agreement or instrument known to such counsel to which the Seller
is a party or by which it or its property is bound or (B) any order, judgment or
decree of any State of Delaware, State of Missouri, State of New York or United
States court, administrative agency or governmental instrumentality applicable
to the Seller which is known to such counsel, the conflict with which, or the
breach, violation, default, acceleration or creation or imposition of which,
would have a material adverse effect on the ability of the Seller to perform its
obligations under the Pooling and Servicing Agreement, the Insurance Agreement
or the Underwriting Agreement.
(vi) The direction by the Depositor to the Trustee to authenticate,
issue and deliver the Certificates has been duly authorized by the Depositor,
and the Certificates, when duly authorized, authenticated, issued and delivered
by the Trustee and paid for by the Underwriters in accordance with the Pooling
and Servicing Agreement and the Underwriting Agreement, will be validly issued
and outstanding and will be entitled to the benefits provided by the Pooling
and Servicing Agreement.
(vii) To such counsel's knowledge, and based in part upon the
Depositor's written representations to such counsel, the Depositor is not
required to obtain the consent, approval, authorization or order of, or to
register or file with, or to give notice to, any court or governmental agency
or body of the State of Delaware (under the General Corporation Law thereof),
the State of Missouri, the State of New York or the United States of America in
order to execute, deliver, perform and comply with the terms of, or for
the consummation of the transactions of the Depositor contemplated by, the
Pooling and Servicing Agreement, the Insurance Agreement or the Underwriting
Agreement except any consent, approval, authorization, order, registration,
filing or notice (A) as may be required under state securities, real estate
syndication or "blue sky" laws in connection with the offering and sale of the
Class A Certificates (as to which such counsel need express no opinion
whatsoever) or (B) which is a future obligation of the Depositor pursuant to the
terms of the Pooling and Servicing Agreement, the Insurance Agreement or the
Underwriting Agreement, such as, by way of illustration, but not in limitation
of the generality of the foregoing, filing or recording a Uniform Commercial
Code assignment of a financing statement or an assignment of Mortgage with
respect to a Mortgage Loan; or if any such consent, approval, authorization,
order, registration, filing or notice (not described in the exception to the
immediately preceding clause) is required, the Depositor has obtained, made
or given the same. To such counsel's knowledge, and based in part upon the
Master Servicer's written representations to such counsel, the Master Servicer
is not required to obtain the consent, approval, authorization or order of, to
register or file with, or to give notice to, any court or governmental agency or
body of the State of Delaware (under the General
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Corporation Law thereof), the State of Missouri, the State of New York or the
United States of America in order to execute, deliver, perform and comply with
the terms of, or for the consummation of the transactions of the Master Servicer
contemplated by, the Agreements except any consent, approval, authorization,
order, registration, filing or notice (A) as may be required under state
securities, real estate syndication or "blue sky" laws in connection with the
offering and sale of the Class A Certificates (as to which such counsel need
express no opinion whatsoever) or (B) which is a future obligation of the Master
Servicer pursuant to the terms of an Agreement, such as, by way of illustration,
but not in limitation of the generality of the foregoing, filing or recording a
Uniform Commercial Code assignment of a financing statement or an assignment of
Mortgage with respect to a Mortgage Loan or obtaining a consent, approval or
order in connection with a foreclosure; or if any such consent, approval,
authorization, order, registration, filing or notice (not described in the
exception to the immediately preceding clause) is required, the Master Servicer
has obtained, made or given the same. To such counsel's knowledge, and based in
part upon the Seller's written representations to such counsel, the Seller is
not required to obtain the consent, approval, authorization or order of, to
register or file with, or to give notice to, any court or governmental agency or
body of the State of Delaware (under the General Corporation Law thereof), the
State of Missouri, the State of New York or the United States of America in
order to execute, deliver, perform and comply with the terms of, or for the
consummation of the transactions of the Seller contemplated by, the Pooling and
Servicing Agreement, the Insurance Agreement or the Underwriting Agreement
except any consent, approval, authorization, order, registration, filing or
notice (A) as may be required under state securities, real estate syndication or
"blue sky" laws in connection with the offering and sale of the Class A
Certificates (as to which such counsel need express no opinion whatsoever) or
(B) which is a future obligation of the Seller pursuant to the terms of Pooling
and Servicing Agreement, the Insurance Agreement or the Underwriting Agreement,
such as, by way of illustration, but not in limitation of the generality of the
foregoing, filing or recording a Uniform Commercial Code assignment of a
financing statement or an assignment of Mortgage with respect to a Mortgage
Loan; or if any such consent, approval, authorization, order, registration,
filing or notice (not described in the exception to the immediately preceding
clause) is required, the Seller has obtained, made or given the same.
(viii) The Registration Statement is effective under the 1933 Act, and
to such counsel's knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act or proceedings
therefor initiated or threatened by the Commission.
(ix) The conditions to the use by the Depositor of a registration
statement on Form S-3 under the 1933 Act, as set forth in the General
Instructions to Form S-3, have been satisfied with respect to the Registration
Statement. To such counsel's knowledge, and based in part upon the Depositor's
representations to such counsel, there are no contracts or documents of any
of the Transaction Parties which are required to be filed as exhibits to the
Registration Statement pursuant to the 1933 Act or the Rules and Regulations
thereunder which have not been so filed. The statements set forth in the
Prospectus Supplement under the caption "RISK FACTORS -- Uncertainties whether
particular consumer protection laws apply to the mortgage loans", the statements
in each of the Base Prospectus and the Prospectus Supplement under the caption
"ERISA CONSIDERATIONS" and the statements set forth in the Base Prospectus
under the captions "RISK FACTORS -- Legal Considerations" and "CERTAIN LEGAL
ASPECTS OF
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THE PRIMARY ASSETS", in each case insofar as such statements purport to
summarize matters of state or federal law or legal conclusions with respect
thereto, have been prepared or reviewed by such counsel and provide a fair
summary of such law or conclusions.
(x) To such counsel's knowledge, and based in part upon the
Depositor's representations to such counsel, there are no actions, suits or
proceedings against the Depositor (or to which the property of the Depositor
is subject) pending or overtly threatened in writing before any court,
governmental agency or arbitrator which (A) question, directly or indirectly,
the validity or enforceability of any of the Pooling and Servicing Agreement,
the Insurance Agreement or the Underwriting Agreement, (B) could reasonably
be expected to materially and adversely affect the Depositor's financial
condition, business or properties taken as a whole or the validity or
enforceability of any of such agreements or the Certificates or (C) could
reasonably be expected to materially and adversely affect the ability of the
Depositor to perform its obligations under any of such agreements. To such
counsel's knowledge, and based in part upon the Master Servicer's
representations to such counsel, there are no actions, suits or proceedings
against the Master Servicer (or to which the property of the Master Servicer
is subject) pending or overtly threatened in writing before any court,
governmental agency or arbitrator which (A) question, directly or indirectly,
the validity or enforceability of any of the Agreements, (B) could reasonably be
expected to materially and adversely affect the Master Servicer's financial
condition, business or properties taken as a whole or the validity or
enforceability of any of the Agreements or the Certificates or (C) could
reasonably be expected to materially and adversely affect the ability of the
Master Servicer to perform its obligations under the Agreements. To such
counsel's knowledge, and based in part upon the Seller's representations to such
counsel, there are no actions, suits or proceedings against the Seller (or to
which the property of the Seller is subject) pending or overtly threatened in
writing before any court, governmental agency or arbitrator which (A) question,
directly or indirectly, the validity or enforceability of any of the Pooling and
Servicing Agreement, the Insurance Agreement or the Underwriting Agreement, (B)
could reasonably be expected to materially and adversely affect the Seller's
financial condition, business or properties taken as a whole or the validity or
enforceability of any of such agreements or the Certificates or (C) could
reasonably be expected to materially and adversely affect the ability of the
Seller to perform its obligations under such agreements.
(xi) The Pooling and Servicing Agreement is not required to be
qualified under the Trust Indenture Act, and neither the Depositor nor the
Trust is required to be registered under the 1940 Act.
(xii) The statements in the Base Prospectus and the Prospectus
Supplement under the headings "Description of the Certificates" and "The
Pooling and Servicing Agreement", insofar as such statements purport to
summarize certain terms of the Class A Certificates and the Pooling and
Servicing Agreement, constitute a fair summary of the provisions purported to be
summarized.
(xiii) In connection with such counsel's participation in the
preparation of the Registration Statement and the Prospectus, such counsel
need not independently verify the accuracy, completeness or fairness of the
statements contained therein, and, without limiting the generality of the
foregoing, such counsel need not, with the opinion recipients' consent, review
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any loan files relating to the Mortgage Loans. The limitations inherent in such
counsel's participation in the preparation of the Registration Statement and the
Prospectus and the knowledge available to such counsel are such that such
counsel need not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement or the
Prospectus. On the basis of such counsel's participation in the preparation of
the Registration Statement and the Prospectus as described above and such
counsel's participation in conferences and telephone conversations with
representatives of the Depositor, the Seller, the Master Servicer, the
Underwriters and others at which the contents of the Registration Statement and
the Prospectus were discussed, and relying as to facts necessary to the
determination of materiality, to the extent such counsel may do so in the
exercise of such counsel's professional responsibility, upon the certificates
and statements of officers and other representatives of the Depositor, the
Seller, the Master Servicer and others, such opinion letter will state that no
facts have come to such counsel's attention that lead such counsel to believe
that, as of the date of the Prospectus and the Closing Date, either the
Registration Statement or the Prospectus (excluding any financial or statistical
data contained therein, the sections of the Base Prospectus and the Prospectus
Supplement captioned "FEDERAL INCOME TAX CONSEQUENCES", the section of the Base
Prospectus captioned "PLAN OF DISTRIBUTION" and the sections of the Prospectus
Supplement captioned "SUBSERVICERS", "CERTIFICATE INSURANCE", "UNDERWRITING" and
"REPORT OF EXPERTS", as to which such counsel need not comment) contains any
untrue statement of a material fact or omits to state a material fact required
to be stated therein or necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading.
Such counsel's opinion letters may express their reliance as to factual
matters upon the representations and warranties made by the Block Transaction
Parties and on certificates or other documents furnished by officers of the
Block Transaction Parties. In addition to the qualifications with respect to the
enforceability opinions under paragraph (iii) above, the other opinions set
forth in such opinion letters will be subject to such qualifications as Morrison
& Hecker L.L.P. customarily makes with respect to such opinions in the manner
that Morrison & Hecker L.L.P. customarily makes such qualifications.
(c) The Underwriters shall have received the favorable opinion, dated the
Closing Date, of Buker, Jones, Morton & Haley, P.C., counsel to CSC, addressed
to the Underwriters and in form and scope satisfactory to counsel to the
Underwriters, to the effect that:
(i) CSC has been organized and is subsisting and in good standing
as a limited liability company under the laws of the State of Georgia, with
the corporate power to conduct its business as described in the Prospectus.
(ii) CSC has the corporate power to enter into the Sub-Servicing
Agreement between the Master Servicer and CSC.
(iii) CSC is duly authorized under relevant statutes, laws and
court decisions to conduct business in the various jurisdictions in which
management has certified that it currently conducts business, except where
failure to be so permitted or failure to be so authorized will not have a
material adverse effect on its business or financial condition.
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(iv) The Sub-Servicing Agreement between the Master Servicer and CSC
has been duly authorized and, when duly executed and delivered by CSC and
the other parties thereto and when the other parties thereto have duly
authorized and executed such Sub-Servicing Agreement, will be enforceable
against CSC in accordance with its terms.
(v) Except as may be disclosed in such Sub-Servicing Agreement between
the Master Servicer and CSC, the execution and delivery of such Sub-Servicing
Agreement by CSC will not violate any provision of its governing documents, or
to such counsel's knowledge, any statute, order or regulation applicable to CSC
of any court or regulatory body, administrative agency or governmental body
having jurisdiction over CSC.
(vi) To such counsel's knowledge, there are no actions, proceedings
or investigations pending before, or threatened by, any court, administrative
agency or other tribunal to which CSC is a party or of which any of its property
is the subject which, if determined adversely to CSC, (A) would have a material
adverse effect on the business or financial condition of CSC, (B) asserts the
invalidity of such Sub-Servicing Agreement, (C) seeks to prevent the
consummation by CSC of any of the transactions contemplated by such
Sub-Servicing Agreement, or (D) might materially and adversely affect the
performance by the CSC of its obligations under, or the validity or
enforceability of, such Sub-Servicing Agreement.
Such counsel's opinion letter may express their reliance as to factual
matters upon the representations and warranties made by CSC and on certificates
or other documents furnished by officers of CSC.
(d) The Underwriters shall have received the favorable opinion, dated the
Closing Date, of Terrell W. Smith, General Counsel of Fairbanks, addressed to
the Underwriters and in form and scope satisfactory to counsel to the
Underwriters, to the effect that:
(i) Fairbanks has been organized and is subsisting and in good
standing as a corporation under the laws of the State of Utah, with the
corporate power to conduct its business as described in the Prospectus.
(ii) Fairbanks has the corporate power to enter into the
Sub-Servicing Agreement between the Master Servicer and Fairbanks.
(iii) Fairbanks is duly authorized under relevant statutes, laws and
court decisions to conduct business in the various jurisdictions in
which management has certified that it currently conducts business, except where
failure to be so permitted or failure to be so authorized will not have
a material adverse effect on its business or financial condition.
(iv) The Sub-Servicing Agreement between the Master Servicer and
Fairbanks has been duly authorized and, when duly executed and delivered
by Fairbanks and the other parties thereto and when the other parties
thereto have duly authorized and executed such Sub-Servicing Agreement,
will be enforceable against Fairbanks in accordance with its terms.
(v) Except as may be disclosed in the Sub-Servicing Agreement between
the Master Servicer and Fairbanks, the execution and delivery of such
Sub-Servicing Agreement by Fairbanks will not violate any provision of its
governing documents, or to such counsel's
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knowledge, any statute, order or regulation applicable to Fairbanks of any court
or regulatory body, administrative agency or governmental body having
jurisdiction over Fairbanks.
(vi) To such counsel's knowledge, there are no actions, proceedings
or investigations pending before, or threatened by, any court, administrative
agency or other tribunal to which Fairbanks is a party or of which any of its
property is the subject which (A) if determined adversely to Fairbanks, would
have a material adverse effect on the business or financial condition of
Fairbanks, (B) asserts the invalidity of such Sub-Servicing Agreement, (C) seeks
to prevent the consummation by Fairbanks of any of the transactions contemplated
by such Sub-Servicing Agreement, or (D) might materially and adversely affect
the performance by the Fairbanks of its obligations under, or the validity or
enforceability of, such Sub-Servicing Agreement.
Such counsel's opinion letter may express their reliance as to factual
matters upon the representations and warranties made by Fairbanks and on
certificates or other documents furnished by officers of Fairbanks.
(e) The Underwriters shall have received the favorable opinion, dated the
Closing Date, of in-house counsel to the Trustee, addressed to the Underwriters
and in form and scope satisfactory to counsel to the Underwriters, to the effect
that:
(i) The Trustee has duly authorized, executed and delivered the Pooling
and Servicing Agreement and the Insurance Agreement, which constitute the valid
and legally binding agreements of the Trustee and are enforceable against
the Trustee in accordance with their terms, subject, as to enforcement of
remedies, (A) to applicable bankruptcy, insolvency, reorganization and other
similar laws affecting the rights of creditors generally and (B) to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).
(ii) The Trustee has duly executed and countersigned the Certificates
issued on the date thereof on behalf of the Trust.
(iii) The execution and delivery by the Trustee of the Pooling
and Servicing Agreement and the Insurance Agreement and the performance by
the Trustee of its obligations thereunder do not conflict with or result
in a violation of the Articles of Association or Bylaws of the Trustee.
(iv) The Trustee has full power and authority to execute and deliver
the Pooling and Servicing Agreement and the Insurance Agreement and to perform
its obligations thereunder.
(v) To the best of such counsel's knowledge, there are no actions,
proceedings or investigations pending or threatened against or affecting the
Trustee before or by any court, arbitrator, administrative agency or other
governmental authority which, if adversely decided, would materially and
adversely affect the ability of the Trustee to carry out the transactions
contemplated in the Pooling and Servicing Agreement and the Insurance Agreement.
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(vi) No consent, approval or authorization of, or registration,
declaration or filing with, any court or governmental agency or body of the
United States of America or any state thereof is required for the execution,
delivery or performance by the Trustee of the Pooling and Servicing Agreement
and the Insurance Agreement.
(f) The Underwriters shall have received the favorable opinion or opinions,
dated the Closing Date, of Brown & Wood LLP, as counsel for the Underwriters,
with respect to the issuance of the Class A Certificates and the sale of the
Class A Certificates to the Underwriters, the Registration Statement, this
Underwriting Agreement, the Prospectus and such other related matters as the
Underwriters may require.
(g) The Underwriters shall have received the favorable opinion, dated the
Closing Date, of Kutak Rock, special counsel for the Certificate Insurer, in
form and scope satisfactory to counsel for the Underwriters, to the effect that:
(i) The Certificate Insurer is a stock insurance corporation,
duly incorporatedand validly existing under the laws of the State of New York.
The Certificate Insurer is validly licensed and authorized to issue each of
the Policies and perform its obligations under each of the Policies in
accordance with the terms thereof, under the laws of the State of New York.
(ii) The execution and delivery by the Certificate Insurer of each of
the Policies, the Insurance Agreement and the Indemnification Agreement are
within the corporate powers of the Certificate Insurer and have been authorized
by all necessary corporate action on the part of the Certificate Insurer; each
of the Policies has been duly executed and is the valid and binding obligation
of the Certificate Insurer enforceable in accordance with its terms except that
the enforcement of the Policies may be limited by laws relating to bankruptcy,
insolvency, reorganization, moratorium, receivership and other similar laws
affecting creditors' rights generally and by general principles of equity.
(iii) The Certificate Insurer is authorized to deliver the Insurance
Agreement and the Indemnification Agreement and each of the Insurance Agreement
and the Indemnification Agreement has been duly executed and is a valid and
binding obligation of the Certificate Insurer enforceable in accordance with its
terms except that the enforcement of the Insurance Agreement and the
Indemnification Agreement may be limited by laws relating to bankruptcy,
insolvency, reorganization, moratorium, receivership and other similar laws
affecting creditors' rights generally and by general principles of equity and,
in the case of the Insurance Indemnification Agreement, public policy
considerations as to rights of indemnification for violations of federal and
state securities laws.
(iv) No consent, approval, authorization or order of any state or
federal court or governmental agency or body is required on the part of the
Certificate Insurer, the lack of which would adversely affect the validity or
enforceability of any of the Policies, the Insurance Agreement or the
Indemnification Agreement; to the extent required by applicable legal
requirements that would adversely affect the validity or enforceability of
either of the Policies, the form of each of the Policies has been filed with,
and approved by, all governmental authorities having jurisdiction over the
Certificate Insurer in connection with the Policies.
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(v) To the extent that either of the Policies constitutes a security
within the meaning of Section 2(1) of the 1933 Act, it is a security that is
exempt from the registration requirements of the 1933 Act.
(vi) The information set forth under the caption "CERTIFICATE
INSURANCE" in the Prospectus Supplement, insofar as such statements constitute
a description of the Policies, accurately summarizes the Policies.
(h) The Underwriters shall have received an opinion, dated the Closing
Date, of Morrison & Hecker L.L.P. as counsel to the Master Servicer, the Seller
and the Depositor, addressed to the Certificate Insurer, the Trustee, Standard &
Poor's, Moody's and the Underwriters, relating to the true sale of the Mortgage
Loans (i) by the Seller to the Depositor and (ii) by the Depositor to the
Trustee.
(i) Each of the Transaction Parties shall have furnished to the
Underwriters a certificate signed on behalf of such Transaction Party by an
accounting or financial officer thereof, dated the Closing Date, as to (i) the
accuracy of the representations and warranties herein of such Transaction Party
at and as of the Closing Date; (ii) there being no legal or governmental
proceedings pending, other than those, if any, referred to in the Prospectus or
the Prospectus as amended or supplemented, as the case may be, to which such
Transaction Party is a party or of which any property of such Transaction Party
is the subject, which, in the judgment of such Transaction Party, have a
reasonable likelihood of resulting in a material adverse change in the financial
condition, shareholders' equity or results of operations of such Transaction
Party or having a material adverse effect on the ability to perform its
obligations under the Agreements; and to the best knowledge of each such
Transaction Party, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others; (iii) the performance by such
Transaction Party of all of its respective obligations hereunder to be performed
at or prior to the Closing Date; and (iv) such other matters as you may
reasonably request.
(j) The Trustee shall have furnished to the Underwriters a certificate of
the Trustee, signed by one or more duly authorized officers of the Trustee,
dated the Closing Date, as to the due authorization, execution and delivery of
the Pooling and Servicing Agreement by the Trustee and the acceptance by the
Trustee of the trust created by the Pooling and Servicing Agreement and the due
execution and delivery of the Certificates by the Trustee thereunder and such
other matters as you shall reasonably request.
(k) The Indemnification Agreement shall have been entered into by the
Certificate Insurer, the Seller, the Master Servicer and the Underwriters, in
which the Certificate Insurer will represent to the Underwriters, among other
representations, that (i) the information under the captions "CERTIFICATE
INSURANCE" (the "Insurer Information") in the Prospectus Supplement was approved
by the Certificate Insurer and is limited and does not purport to provide the
scope of disclosure required to be included in a prospectus for a registrant
under the 1933 Act, in connection with the public offer and sale of securities
of such registrant. Within such limited scope of disclosure, the Insurer
Information does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading; and (ii) there has
been no
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<PAGE>
change in the financial condition of the Certificate Insurer since September 30,
1998 which would have a material adverse effect on the Certificate Insurer's
ability to meet its obligations under the Policies; and the Indemnification
Agreement shall contain provisions, reasonably satisfactory to the Underwriters,
for the indemnification of the Underwriters.
(l) The Policies shall have been issued by the Certificate Insurer pursuant
to the Insurance Agreement and shall have been duly countersigned by an
authorized agent of the Certificate Insurer, if so required under applicable
state law or regulation.
(m) The Class A Certificates shall have been rated "AAA" by Standard &
Poor's and "Aaa" by Moody's.
(n) Counsel to the Transaction Parties shall have furnished to the
Underwriters any opinions supplied to Standard & Poor's, Moody's or the
Certificate Insurer relating to the Class A Certificates and such opinions shall
state that the Underwriters may rely thereon.
(o) The Underwriters shall have received from each of Deloitte & Touche LLP
and Arthur Andersen LLP , certified public accountants, a letter, dated as of
the date of the Prospectus Supplement, in the form heretofore agreed to.
(p) Prior to the Closing Date, Brown & Wood LLP, as counsel for the
Underwriters, shall have been furnished with such documents and opinions as they
may reasonably require for the purpose of enabling them to pass upon the
issuance of the Class A Certificates and the sale of the Class A Certificates to
the Underwriters as herein contemplated and related proceedings or in order to
evidence the accuracy and completeness of any of the representations and
warranties, or the fulfillment of any of the conditions, herein contained; and
all proceedings taken by the Transaction Parties in connection with the issuance
of the Class A Certificates and the sale of the Class A Certificates to the
Underwriters as herein contemplated shall be satisfactory in form and substance
to the Underwriters and Brown & Wood LLP.
(q) Since the respective dates as of which information is given in the
Prospectus, there shall not have been any change, or any development involving a
prospective change, in or affecting the general affairs, management, financial
condition, stockholders' equity or results of operations of any of the
Transaction Parties or the Certificate Insurer otherwise than as set forth or
contemplated in the Prospectus, the effect of which is, in the judgment of the
Underwriters, so material and adverse as to make it impracticable or inadvisable
to proceed with the public offering or the delivery of the Class A Certificates
on the terms and in the manner contemplated in the Prospectus.
(r) Subsequent to the execution and delivery of this Underwriting
Agreement, there shall not have occurred any downgrading in the rating of any
securities of the Transaction Parties or the Certificate Insurer, or any public
announcement that any rating organization has under surveillance or review its
rating of any securities of any of the Transaction Parties or the Certificate
Insurer (other than an announcement with positive implications of a possible
upgrade, and no implication of a possible downgrade, of such rating).
(s) Prior to the Closing Date, each of the Transaction Parties shall have
furnished to you such further information, certificates and documents as you may
reasonably request.
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<PAGE>
If any condition specified in this Section 6 shall not have been fulfilled
when and as required to be fulfilled, this Underwriting Agreement may be
terminated by you by notice to the Depositor at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Section 7.
Section 7. Payment of Expenses. Block Financial Corporation agrees to pay
all expenses incident to the performance of its obligations under this
Agreement, including without limitation those related to (i) the filing of the
Registration Statement and all amendments thereto, (ii) the preparation,
issuance and delivery of the Certificates, (iii) the fees and disbursements of
Morrison & Hecker L.L.P., as special counsel for the Transaction Parties, of
Deloitte & Touche LLP, accountants for the Master Servicer, the Seller, the
Depositor, and CSC, and of Arthur Andersen LLP, accountants for Fairbanks, (iv)
the first $10,000 of fees and expenses, of Brown and Wood LLP, as special tax
counsel for the Depositor, (v) the qualification of the Class A Certificates
under state securities and "blue sky" laws and the determination of the
eligibility of the Class A Certificates for investment in accordance with the
provisions of subsection 5(f) of this Underwriting Agreement, including filing
fees, (vi) the printing and delivery to the Underwriters, in such quantities as
you may reasonably request, of copies of the Registration Statement and the
Prospectus and all amendments and supplements thereto, and of any Blue Sky
Survey, (vii) the delivery to the Underwriters, in such quantities as you may
reasonably request, of copies of the Agreements, (viii) the fees charged by
nationally recognized statistical rating agencies for rating the Class A
Certificates, (ix) the reasonable fees and expenses of the Trustee and its
counsel and (x) the reasonable fees and expenses of the Certificate Insurer and
its counsel.
If this Underwriting Agreement is terminated by you in accordance with the
provisions of Section 6, the Master Servicer, the Seller and the Depositor shall
reimburse you for all reasonable out-of-pocket expenses, including the fees and
disbursements of Brown & Wood llp, as counsel for the Underwriters.
Section 8. Indemnification. (a) Block Financial Corporation and the
Depositor jointly and severally agree to indemnify and hold harmless the
Underwriters and each Person, if any, that controls the Underwriters within the
meaning of Section 15 of the 1933 Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"), as follows:
(i) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement (or any
amendment thereto), including the information deemed to be a part of the
Registration Statement pursuant to Rule 430A under the 1933 Act, if applicable,
or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading or
arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in order
to make the statements therein, in light of the circumstances under which they
were made, not misleading, unless such untrue statement or omission or alleged
untrue statement or omission was made in reliance upon and in conformity with
written information furnished to the Depositor by the Underwriters or the
Certificate Insurer expressly for use in the Registration Statement (or any
amendment thereto);
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<PAGE>
(ii) against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of the
Depositor; and
(iii) against any and all reasonable expense whatsoever (including
the reasonable fees and disbursements of counsel chosen by you) as reasonably
incurred in investigating, preparing to defend or defending against or appearing
as a third party witness with respect to any litigation or investigation or
proceeding by any governmental agency or body, commenced or threatened, or any
claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, as such expense is incurred and to the
extent that any such expense is not paid under (i) or (ii) above.
This indemnity will be in addition to any liability which any of the
Master Servicer, the Seller or the Depositor may otherwise have.
(b) (i) Each of the Underwriters severally and not jointly agrees to
indemnify and hold harmless Block Financial Corporation and the Depositor, each
of their directors, each of their officers who signed the Registration
Statement, and each Person, if any, that controls Block Financial Corporation
and/or the Depositor within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act against any and all loss, liability, claim, damage and
expense, as incurred, described in the indemnity contained in subsection (a)(i)
of this Section 8, arising out of any untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the Seller
and/or to the Depositor by such Underwriter expressly for use in the
Registration Statement (or any amendment thereto) or the Prospectus (or any
amendment or supplement thereto). The parties acknowledge that the Underwriter
Information constitutes the only information furnished in writing by the
Underwriters for inclusion in the Registration Statement or the Prospectus.
(ii) Each Underwriter individually agrees to indemnify and hold
harmless each indemnified party against any and all loss, liability, claim,
damage and expense, as incurred, described in the indemnity contained in
subsection (b)(i) of this Section 8, arising out of any untrue statements or
omissions, or alleged untrue statements or omissions, made in the Computational
Materials (as defined below) prepared and used by such Underwriter; provided,
however, that such Computational Materials shall not include any Mortgage Loan
Information (as defined below) or any errors in the mathematical calculations
reflected in such Computational Materials to the extent such errors result from
such Mortgage Loan Information; and provided, further, that any such omission
or alleged omission relating to the Computational Materials shall be determined
by reading such Computational Materials in conjunction with the Prospectus
as an integral document and in light of the circumstances under which such
statements in the Computational Materials and the Prospectus were made.
"Computational Materials" shall mean the "Computational Materials" as defined
in the No-Action Letter of May 20, 1994 issued by the Commission to Kidder,
Peabody Acceptance Corporation I, Kidder,
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Peabody & Co. Incorporated and Kidder Structured Asset Corporation, the
No-Action Letter of May 27, 1994 issued by the Commission to the Public
Securities Association and the No-Action Letter of March 9, 1995 issued by the
Commission to the Public Securities Association (the "SEC No-Action Letters").
"Computational Materials" shall include only those Computational Materials that
have been prepared or delivered to prospective investors by or at the direction
of the Underwriters. In connection with the use of Computational Materials, the
Underwriters shall comply with all applicable requirements of the SEC No-Action
Letters. "Mortgage Loan Information" shall mean information relating to the
Mortgage Loans furnished by the Depositor, the Master Servicer or the Seller to
any of the Underwriters upon which the mathematical calculations reflected in
the Computational Materials of the Underwriters are based. All information
included in the Computational Materials 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 may include information based on
alternative methodologies or assumptions if specified therein. The Depositor
will timely file with the Commission in current reports on Form 8-K under the
1934 Act all information with respect to the Certificates which constitutes
Computational Materials, in accordance with and in the time frames set forth in
the SEC No-Action Letters; and provided, further, that the Depositor shall not
be obligated to file any Computational Materials with the Commission that (i) in
the reasonable determination of the Depositor and the Underwriters are not
required to be filed pursuant to the SEC No-Action Letters or (ii) have been
determined to contain any material error or omission, provided that, at the
request of an Underwriter, the Depositor will file Computational Materials that
contain a material error or omission if clearly marked "superseded by materials
dated [________]" and accompanied by corrected Computational Materials that are
marked "material previously dated [_________], as corrected".
(c) Each indemnified party shall give prompt notice to each indemnifying
party of any action commenced against it with respect to which indemnity may be
sought hereunder, but failure to so notify an indemnifying party shall not
relieve it from any liability which it may have hereunder unless it has been
materially prejudiced by such failure to notify or from any liability which it
may have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action. In no
event shall the indemnifying parties be liable for the fees and expenses of more
than one counsel for all indemnified parties in connection with any one action
or separate but similar or related actions in the same jurisdiction arising out
of the same general allegations or circumstances, unless (i) if the defendants
in any such action include one or more of the indemnified parties and the
indemnifying party, and one or more of the indemnified parties shall have
employed separate counsel after having reasonably concluded that there may be
legal defenses available to it or them that are different from or additional to
those available to the indemnifying party or to one or more of the other
indemnified parties or (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 the commencement of
the action.
Section 9. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 8 is for any reason held to be unenforceable by the indemnified parties
although applicable in accordance with its terms, Block Financial Corporation
and the Depositor, on the one hand, and the Underwriters, on the
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<PAGE>
other, shall contribute to the aggregate losses, liabilities, claims, damages
and expenses of the nature contemplated by said indemnity agreement incurred by
Block Financial Corporation and/or the Depositor and one or more of the
Underwriters (i) in such proportion as shall be appropriate to reflect the
relative benefits to Block Financial Corporation and the Depositor, on the one
hand, and the Underwriters, on the other, in connection with the matter to which
the indemnification relates, which relative benefits shall be deemed to be such
that the Underwriters shall be responsible for that portion represented by the
percentage that the underwriting discount on the cover of the Prospectus on the
Closing Date bears to the initial public offering price for the Class A
Certificates as set forth thereon, and Block Financial Corporation and the
Depositor shall be jointly and severally responsible for the balance or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law
or otherwise prohibited hereby, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of Block Financial Corporation and the Depositor, on the one
hand, and the Underwriters or Underwriter, as applicable, on the other, in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, or actions in respect thereof, as well as any
other relevant equitable considerations; provided, however, that no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. Relative fault shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by Block Financial Corporation or
the Depositor, on the one hand, or the Underwriters, on the other hand, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. Block Financial
Corporation, the Depositor and the Underwriters agree that it would not be just
and equitable if contributions pursuant to this Section 9 were to be determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to in the first sentence of this
Section 9. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to in
the first sentence of this Section 9 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating, preparing to defend or defending against any action or claim that
is the subject of this Section 9. Notwithstanding the provisions of this Section
9, no Underwriter shall be required to contribute any amount in excess of the
amount by which the total underwriting commission received by such Underwriter
for the sale of the Class A Certificates underwritten by such Underwriter and
distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay in respect of such losses,
liabilities, claims, damages and expenses. The Underwriters' obligations in this
Section 9 to contribute are several in proportion to their respective
underwriting obligations and not joint. Each party entitled to contribution
agrees that upon the service of a summons or other initial legal process upon it
in any action instituted against it in respect to which contribution may be
sought, it shall promptly give written notice of such service to the party or
parties from whom contribution may be sought, but the omission so to notify such
party or parties of any such service shall not relieve the party from whom
contribution may be sought for any obligation it may have hereunder or otherwise
(except as specifically provided in Section 8 hereof). For purposes of this
Section 9, each Person, if any, that controls any Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to
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contribution as such Underwriter, and each respective director of Block
Financial Corporation and/or the Depositor, each respective officer of Block
Financial Corporation and/or the Depositor who signed the Registration
Statement, and each Person, if any, that controls Block Financial Corporation
and/or the Depositor within the meaning of Section 15 of the 1933 Act or Section
20 of the 1934 Act shall have the same rights to contribution as Block Financial
Corporation and/or the Depositor.
Section 10. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Underwriting
Agreement or any statement set forth in any of the certificates of officers of
the Master Servicer, the Seller or the Depositor submitted pursuant hereto shall
remain operative and in full force and effect, regardless of any investigation
made by or on behalf of the Underwriters or controlling Person thereof, or by or
on behalf of the Master Servicer, the Seller or the Depositor and shall survive
delivery of any Class A Certificates to the Underwriters.
Section 11. Termination of Agreement. This Underwriting Agreement shall be
subject to termination by notice given by you to the Depositor if (i) any
change, or any development involving a prospective change, in or affecting
particularly the business or properties of the Trust, any of the Transaction
Parties or the Certificate Insurer which, in your judgment, materially impairs
the investment quality of the Class A Certificates or makes it impractical or
inadvisable to market the Class A Certificates; (ii) any downgrading in the
rating of any securities of the Trust, any of the Transaction Parties or the
Certificate Insurer by any "nationally recognized statistical rating
organization" (as defined for purposes of Rule 436(g) under the 1933 Act), or
any public announcement that any such organization has under surveillance or
review its rating of any securities of the Trust, any of the Transaction Parties
or the Certificate Insurer (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) any suspension or limitation of trading in
securities generally on the New York Stock Exchange, or any setting of minimum
prices for trading on such exchange; (iv) any suspension of trading of any
securities of the Trust, any of the Transaction Parties or the Certificate
Insurer on any exchange or in the over-the-counter market; (v) any banking
moratorium declared by federal or New York authorities; or (vi) any outbreak or
escalation of major hostilities in which the United States is involved, any
declaration of war by Congress, or any other substantial national or
international calamity or emergency if, in your judgment, the effect of any such
outbreak, escalation, declaration, calamity or emergency makes it impractical or
inadvisable to proceed with completion of the sale of and payment for the Class
A Certificates. In the event of any such termination, the covenant set forth in
subsection 5(b), the provisions of Section 7, the indemnity agreement set forth
in Section 8, and the provisions of Sections 9 and 14 shall remain in effect.
Section 12. Default by One of the Underwriters. If one of the Underwriters
participating in the public offering of the Class A Certificates shall fail on
the Closing Date to purchase the Class A Certificates which it is obligated to
purchase hereunder (the "Defaulted Certificates"), then the non-defaulting
Underwriters shall have the right, within 24 hours thereafter, to make
arrangements for them, or any other underwriter, to purchase all, but not fewer
than all, of the Defaulted Certificates in such amounts as may be agreed upon
and upon the terms herein set forth. If, however, you have not completed such
arrangements within such 24-hour period, then:
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(i) if the aggregate principal amount of the Defaulted Certificates
does not exceed 10% of the aggregate principal amount of the Class A
Certificates to be purchased pursuant to this Underwriting Agreement, the
non-defaulting Underwriters named in this Underwriting Agreement shall be
obligated to purchase the full amount thereof, or
(ii) if the aggregate principal amount of the Defaulted Certificates
exceeds 10% of the aggregate principal amount of the Class A Certificates to be
purchased pursuant to this Underwriting Agreement, this Underwriting Agreement
shall terminate, without any liability on the part of the non-defaulting
Underwriters.
No action taken pursuant to this Section 12 shall relieve the defaulting
Underwriter from the liability with respect to any default of such Underwriter
under this Underwriting Agreement.
In the event of a default by any Underwriters as set forth in this Section
12, either you or the Seller shall have the right to postpone the Closing Date
for a period not exceeding five Business Days in order that any required changes
in the Registration Statement or Prospectus or in any other documents or
arrangements may be effected.
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<PAGE>
Section 13. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Chase Securities Inc., as Representative of
the several Underwriters, at 270 Park Avenue, 7th Floor, New York, New York
10017, Attention: Paul C. Scialabba. Notices to the Master Servicer, the Seller
or the Depositor shall be directed to Block Mortgage Finance, Inc., 4435 Main
Street, Suite 500, Kansas City, Missouri 64111, to the attention of the Vice
President, with a copy to the Treasurer.
Section 14. Parties. This Underwriting Agreement shall inure to the benefit
of and be binding upon the Underwriters, the Master Servicer, the Seller and the
Depositor, and their respective successors. Nothing expressed or mentioned in
this Underwriting Agreement is intended nor shall it be construed to give any
person, firm or corporation, other than the parties hereto and their respective
successors and the controlling persons and officers and directors referred to in
Sections 8 and 9 and their heirs and legal representatives, any legal or
equitable right, remedy or claim under or with respect to this Underwriting
Agreement or any provision herein contained. This Underwriting Agreement and all
conditions and provisions hereof are intended to be for the sole and exclusive
benefit of the parties and their respective successors and said controlling
persons and officers and directors and their heirs and legal representatives (to
the extent of their rights as specified herein) and except as provided above for
the benefit of no other person, firm or corporation. No purchaser of the Class A
Certificates from the Underwriters shall be deemed to be a successor by reason
merely of such purchase.
Section 15. Governing Law and Time. This Underwriting Agreement shall be
governed by the law of the State of New York and shall be construed in
accordance with such law applicable to agreements made and to be performed
therein, without giving effect to the conflicts of laws principles thereof.
Specified times of day refer to New York City time.
Section 16. Counterparts. This Underwriting Agreement may be executed in
counterparts, each of which shall constitute an original of any party whose
signature appears on it, and all of which shall together constitute a single
instrument.
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If the foregoing is in accordance with the Underwriters' understanding of
our agreement, please sign and return to us a counterpart hereof, whereupon this
instrument along with all counterparts will become a binding agreement among the
Underwriters, the Master Servicer, the Seller and the Depositor in accordance
with its terms.
Very truly yours,
BLOCK MORTGAGE FINANCE, INC. as Depositor
By: /s/ Bret G. Wilson
_____________________________________
Name: Bret G. Wilson
Title: President
COMPANION MORTGAGE CORPORATION, as Seller
By: /s/ Bret G. Wilson
_____________________________________
Name: Bret G. Wilson
Title: President
BLOCK FINANCIAL CORPORATION, as Master Servicer
By: /s/ Bret G. Wilson
_____________________________________
Name: Bret G. Wilson
Title: President
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CONFIRMED AND ACCEPTED, as of
the date first above written:
CHASE SECURITIES INC.
as Representative of the Underwriters
By: /s/ Paul C. Scialabba
____________________________
Paul C. Scialabba
Vice President
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Schedule A
Underwriting
Class Class
Underwriter Class A-1 Class A-2 A-3 A-4
Certificates Certificates Certificates Certificates
Chase Securities Inc.
Certificate Balance (1)...$12,750,000 $9,500,000 $6,293,000 $3,171,500
Price to Public...........99.92212%(2) 99.75005%(2) 99.83847%(2) 99.59091%(2)
Underwriting Discount... 0.200% 0.375% 0.631% 0.600%
Salomon Smith Barney
Inc.
Certificate Balance (1)...$12,750,000 $9,500,000 $6,293,000 $3,171,500
Price to Public...........99.92212%(2) 99.75005%(2) 99.83847%(2) 99.59091%(2)
Underwriting Discount... 0.200% 0.375% 0.631% 0.600%
Class Class
A-5 A-6
Certificates Certificates
Chase Securities Inc.
Certificate Balance(1)... $19,750,000 $27,652,000
Price to Public.......... 99.91570%(2) 100.00000%(3)
Underwriting Discount.... 0.200% 0.425%
Salomon Smith Barney
Inc.
Certificate Balance (1)...$19,750,000 $27,652,000
Price to Public...........99.91570%(2) 100.00000%(3)
Underwriting Discount 0.200% 0.425%
_____________________
(1) Subject to a permitted variance of plus or minus 5%, dependent upon the
principal balance of the Mortgage Loans as of the Cut-Off Date in the Trust Fund
on the Closing Date. (2) Not including accrued interest from October 1, 1999.
(3) Plus accrued interest, if any, from October 27, 1999.
POOLING AND SERVICING AGREEMENT
Relating to
BLOCK MORTGAGE FINANCE ASSET BACKED CERTIFICATES, SERIES 1999-2
Among
BLOCK MORTGAGE FINANCE, INC.,
as Depositor
BLOCK FINANCIAL CORPORATION,
as Master Servicer
COMPANION MORTGAGE CORPORATION,
as Seller
and
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
Dated as of October 1, 1999
<PAGE>
CONTENTS
Page
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01 Definitions........................................ 2
ARTICLE II
ESTABLISHMENT AND ORGANIZATION OF THE TRUST
Section 2.01 Establishment of the Trust.........................34
Section 2.02 Office.............................................35
Section 2.03 Purposes and Powers................................35
Section 2.04 Appointment of the Trustee; Declaration of
Trust..............................................35
Section 2.05 Expenses of the Trust..............................35
Section 2.06 Ownership of the Trust.............................36
Section 2.07 Situs of the Trust.................................36
Section 2.08 Miscellaneous REMIC Provisions.....................36
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 3.01 Representations and Warranties of the Depositor....37
Section 3.02 Representations and Warranties of the Master
Servicer...........................................39
Section 3.03 Representations and Warranties of the Seller.......41
Section 3.04 Covenants of Seller to Take Certain Actions with
Respect to the Mortgage Loans in Certain
Situations.........................................44
Section 3.05 Conveyance of the Mortgage Loans and Qualified
Replacement Mortgage Loans.........................45
Section 3.06 Acceptance by Trustee; Certain Substitutions of
Mortgage Loans; Certification by Trustee...........49
ARTICLE IV
ISSUANCE AND SALE OF CERTIFICATES
Section 4.01 Issuance of Certificates...........................50
Section 4.02 Sale of Certificates...............................51
<PAGE>
ARTICLE V
CERTIFICATES AND TRANSFER OF INTERESTS
Section 5.01 Terms.............................................51
Section 5.02 Forms.............................................52
Section 5.03 Execution, Authentication and Delivery............52
Section 5.04 Registration and Transfer of Certificates.........52
Section 5.05 Mutilated, Destroyed, Lost or Stolen
Certificates......................................54
Section 5.06 Persons Deemed Owners.............................55
Section 5.07 Cancellation......................................55
Section 5.08 Limitation on Transfer of Ownership Rights........55
Section 5.09 Assignment of Rights..............................57
ARTICLE VI
COVENANTS
Section 6.01 Distributions.....................................57
Section 6.02 Money for Distributions to Be Held in Trust;
Withholding.......................................58
Section 6.03 Protection of Trust Estate........................59
Section 6.04 Performance of Obligations........................59
Section 6.05 Negative Covenants................................60
Section 6.06 No Other Powers...................................60
Section 6.07 Limitation of Suits...............................60
Section 6.08 Unconditional Rights of Owners to Receive
Distributions.....................................61
Section 6.09 Rights and Remedies Cumulative....................62
Section 6.10 Delay or Omission Not Waiver......................62
Section 6.11 Control by Owners.................................62
Section 6.12 Indemnification...................................62
Section 6.13 Access to Owners' Names and Addresses.............63
ARTICLE VII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 7.01 Collection of Money..............................63
Section 7.02 Establishment of Accounts;.......................64
Section 7.03 Flow of Funds....................................64
Section 7.04 [Reserved].......................................69
Section 7.05 Investment of Accounts...........................69
Section 7.06 Payment of Trust Expenses........................70
Section 7.07 Permitted Investments............................70
Section 7.08 Accounting and Directions by Trustee.............72
Section 7.09 Reports by Trustee to Owners and Certificate
Insurer..........................................72
Section 7.10 Reports by Trustee...............................75
Section 7.11 Preference Payments..............................75
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ARTICLE VIII
SERVICING AND ADMINISTRATION
Section 8.01 Master Servicer and Sub-Servicers...............76
Section 8.02 Collection of Certain Mortgage Loan Payments....77
Section 8.03 Sub-Servicing Agreements Between Master
Servicer and Sub-Servicers......................78
Section 8.04 Successor Sub-Servicers.........................78
Section 8.05 Liability of Master Servicer; Indemnification...78
Section 8.06 No Contractual Relationship Between Sub-
Servicers, Trustee or the Owners................80
Section 8.07 Assumption or Termination of Sub-Servicing
Agreements by Trustee...........................80
Section 8.08 Collection Account..............................80
Section 8.09 Delinquency Advances and Servicing Advances.....82
Section 8.10 Compensating Interest; Repurchase of Mortgage
Loans...........................................83
Section 8.11 Maintenance of Insurance........................84
Section 8.12 Due-on-Sale Clauses; Assumption and
Substitution Agreements.........................86
Section 8.13 Realization upon Defaulted Mortgage Loans;
Inspection......................................87
Section 8.14 Trustee to Cooperate; Release of Files..........88
Section 8.15 Servicing Compensation..........................89
Section 8.16 Annual Statement as to Compliance...............90
Section 8.17 Annual Independent Certified Public
Accountants' Reports............................90
Section 8.18 Access to Certain Documentation and
Information Regarding the Mortgage Loans........91
Section 8.19 Merger or Consolidation of the Master
Servicer; Assignment............................91
Section 8.20 Removal of Master Servicer; Resignation of
Master Servicer.................................91
Section 8.21 Inspections by Certificate Insurer; Errors
and Omissions Insurance.........................96
ARTICLE IX
TERMINATION OF TRUST
Section 9.01 Termination of Trust............................96
Section 9.02 Termination upon Option of Owners of Class R
Certificates and Master Servicer................97
Section 9.03 Termination Auction.............................98
Section 9.04 Termination upon Loss of REMIC Status...........99
Section 9.05 Disposition of Proceeds........................101
ARTICLE X
THE TRUSTEE
Section 10.01 Certain Duties and Responsibilities............101
Section 10.02 Removal of Trustee for Cause...................103
Section 10.03 Certain Rights of the Trustee..................105
Section 10.04 Not Responsible for Recitals or Issuance
of Certificates................................106
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Section 10.05 May Hold Certificates.........................107
Section 10.06 Money Held in Trust...........................107
Section 10.07 Compensation and Reimbursement; No Lien
for Fees......................................107
Section 10.08 Corporate Trustee Required; Eligibility.......107
Section 10.09 Resignation and Removal; Appointment of
Successor.....................................107
Section 10.10. Acceptance of Appointment by Successor
Trustee.......................................109
Section 10.11 Merger, Conversion, Consolidation or
Succession to Business of the Trustee.........109
Section 10.12 Reporting; Withholding........................110
Section 10.13 Liability of the Trustee......................110
Section 10.14 Appointment of Co-Trustee or Separate
Trustee.......................................111
ARTICLE XI
MISCELLANEOUS
Section 11.01 Compliance Certificates and Opinions.........112
Section 11.02 Form of Documents Delivered to the Trustee...113
Section 11.03 Acts of Owners...............................113
Section 11.04 Notices, etc. to Trustee.....................114
Section 11.05 Notices and Reports to Owners; Waiver of
Notices......................................114
Section 11.06 Rules by Trustee.............................115
Section 11.07 Successors and Assigns.......................115
Section 11.08 Severability.................................115
Section 11.09 Benefits of Agreement........................115
Section 11.10 Legal Holidays...............................115
Section 11.11 Governing Law; Submission to Jurisdiction....116
Section 11.12 Counterparts.................................116
Section 11.13 Usury........................................117
Section 11.14 Amendment....................................117
Section 11.15 Paying Agent; Appointment and Acceptance
of Duties....................................118
Section 11.16 REMIC Status.................................119
Section 11.17 Additional Limitation on Action and
Imposition of Tax............................120
Section 11.18 Appointment of Tax Matters Person............121
Section 11.19 The Certificate Insurer......................121
Section 11.20 [Reserved]...................................121
Section 11.21 Third-Party Rights...........................121
Section 11.22 Notices......................................121
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SCHEDULE I REPRESENTATIONS AND WARRANTIES AS TO THE MORTGAGE
LOANS
SCHEDULE I-A SCHEDULE OF FIXED RATE GROUP MORTGAGE LOANS
SCHEDULE I-B SCHEDULE OF ADJUSTABLE RATE GROUP MORTGAGE LOANS
EXHIBIT A FORM OF CLASS A CERTIFICATE
EXHIBIT B RESERVED
EXHIBIT C FORM OF CLASS R CERTIFICATE
EXHIBIT D PAYOFF CERTIFICATION
EXHIBIT E FORM OF TRUSTEE'S RECEIPT
EXHIBIT F FORM OF POOL CERTIFICATION
EXHIBIT G FORM OF DELIVERY ORDER
EXHIBIT H FORM OF AFFIDAVIT FOR CLASS R TRANSFER
EXHIBIT I [RESERVED]
EXHIBIT J FORM OF LOST NOTE AFFIDAVIT
EXHIBIT K TERMINATION AUCTION PROCEDURES
EXHIBIT L FORM OF LIQUIDATION REPORT
EXHIBIT M FORM OF REQUEST FOR RELEASE OF DOCUMENTS
EXHIBIT N FORM OF INVESTMENT REPRESENTATION LETTER
EXHIBIT O FORM OF ERISA REPRESENTATION LETTER
v
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POOLING AND SERVICING AGREEMENT, relating to BLOCK MORTGAGE FINANCE ASSET
BACKED CERTIFICATES, SERIES 1999-2, dated as of October 1, 1999 by and among
BLOCK MORTGAGE FINANCE, INC., a Delaware corporation, in its capacity as
Depositor (the "Depositor"), BLOCK FINANCIAL CORPORATION, a Delaware
corporation, in its capacity as Master Servicer (the "Master Servicer"),
COMPANION MORTGAGE CORPORATION, a Delaware corporation, in its capacity as
Seller (the "Seller"), and BANK ONE, NATIONAL ASSOCIATION, a national banking
association, in its capacity as the trustee (the "Trustee").
WHEREAS, the Depositor wishes to establish a trust and provide for the
allocation and sale of the beneficial interests therein and the maintenance and
distribution thereof;
WHEREAS, the Master Servicer has agreed to service the Mortgage Loans,
which constitute the principal assets of the trust estate;
WHEREAS, all things necessary to make the Certificates, when executed and
authenticated by the Trustee, valid instruments, and to make this Agreement a
valid agreement, in accordance with their and its terms, have been done;
WHEREAS, Bank One, National Association is willing to serve
in the capacity of Trustee hereunder; and
WHEREAS, MBIA Insurance Corporation is intended to be a third-party
beneficiary with the right to enforce this Agreement as if it were a party to
this Agreement and is hereby recognized by the parties hereto to be a
third-party beneficiary with the right to enforce this Agreement as if it were a
party to this Agreement so long as no Certificate Insurer Default has occurred
and is continuing.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the Depositor, the Seller, the Master Servicer and the Trustee
hereby agree as follows:
CONVEYANCE
To provide for the distribution of the principal of and/or interest on the
Class A Certificates and the Class R Certificates in accordance with their
terms, all of the sums distributable under this Agreement with respect to the
Certificates and the performance of the covenants contained in this Agreement,
the Seller hereby bargains, sells, conveys, assigns and transfers to the
Depositor and the Depositor hereby bargains, sells, conveys, assigns and
transfers to the Trustee, in trust, without recourse (except as provided herein)
and for the exclusive benefit of the Owners of the Certificates and the
Certificate Insurer, all of its respective right, title and interest in and to
any and all benefits accruing to it from (a) the Mortgage Loans (other than any
principal and interest payments received or, with respect to an Actuarial Loan,
due thereon on or prior to the Cut-Off Date) listed in Schedules I-A and I-B to
this Agreement which the Seller is causing to be delivered to the Depositor and
the Depositor is causing to be delivered to the Trustee herewith (and all
substitutions therefor as provided by Sections 3.03, 3.04 and 3.06), together
with the related Mortgage Loan documents and
<PAGE>
the Seller's and Depositor's interest in any Mortgaged Property which secures a
Mortgage Loan but which has been acquired by foreclosure or deed in lieu of
foreclosure, and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee
in the Distribution Account, exclusive of investment earnings on such amounts
(except as otherwise provided herein) and such amounts as may be held by the
Master Servicer in the name of the Trustee in the Collection Account, if any,
exclusive of investment earnings thereon (except as otherwise provided herein),
whether in the form of cash, instruments, securities or other properties
(including any Permitted Investments held by the Master Servicer); (c) with
respect to the Class A Certificates, the Certificate Insurance Policies and (d)
proceeds of all the foregoing (including, but not by way of limitation, all
proceeds of any mortgage insurance, hazard insurance and title insurance policy
relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to
payment of any and every kind, and other forms of obligations and receivables
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing) to pay the Certificates as specified herein ((a)-(d) above
shall be collectively referred to herein as the "Trust Estate"), excluding the
proceeds of the Certificate Insurance Policies except with respect to the Class
A Certificates.
The Trustee acknowledges such sale, accepts the Trust hereunder in
accordance with the provisions hereof and agrees to perform the duties according
to their terms.
ARTICLE I
DEFINITIONS; RULES OF CONSTRUCTION
Section 1.01 Definitions
For all purposes of this Agreement, the following terms shall have
the meanings set forth below, unless the context clearly indicates otherwise:
"Account": Any account established in accordance with Section 7.02 or 8.08
hereof.
"Accrual Period": With respect to the Group 1 Certificates and the Class
A-5 Certificates and any Distribution Date, the calendar month immediately
preceding the month in which the Distribution Date occurs; a "calendar month"
shall be deemed to be 30 days. With respect to the Class A-6 Certificates and
any Distribution Date, the period commencing on the immediately preceding
Distribution Date (or the Start-up Date in the case of the first Distribution
Date) and ending on the day immediately preceding the current Distribution Date.
All calculations of interest on the Group 1 Certificates and the Class A-5
Certificates will be made on the basis of a 360-day year assumed to consist of
twelve 30-day months and calculations of interest on the Class A-6 Certificates
will be made on the basis of the actual number of days elapsed in the related
Accrual Period and a year of 360 days.
"Actuarial Loan": Any Mortgage Loan as to which, pursuant to the Note
related thereto, interest is computed and charged to the Mortgagor at the
Mortgage Rate on the outstanding principal balance of such Note as of a
scheduled day of each month which is fixed at the time of
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origination, with the effect that Scheduled Payments made by the related
Mortgagor on such Mortgage Loan either earlier or later than the scheduled due
dates thereof will not affect the amortization schedule or the relative
application of such payments to principal and interest.
"Adjustable Rate Group": The pool of Mortgage Loans identified in the
related Schedule of Mortgage Loans as having been assigned to the Adjustable
Rate Group in Schedule I-B hereto, including any Qualified Replacement Mortgage
Loans delivered in replacement thereof.
"Adjustable Rate Group Specified Subordinated Amount": As defined in the
Insurance Agreement.
"Adjustable Rate Group Subordinated Amount": As of any Distribution Date,
the excess, if any, of (x) the aggregate Loan Balances of the Mortgage Loans in
the Adjustable Rate Group as of the close of business on the last day of the
related Due Period (taking into account Curtailments with respect to Actuarial
Loans, Net Liquidation Proceeds and Prepayments collected during the related
Prepayment Period and, with respect to Actuarial Loans in the Adjustable Rate
Group, any Scheduled Payments due on or before the last day of the related Due
Period and in the Collection Account as of the related Determination Date) over
(y) the sum of the Class A-5 Certificate Principal Balance and the Class A-6
Certificate Principal Balance as of such Distribution Date after taking into
account the payment of the Group 2 Principal Distribution Amount thereon (except
for any Subordination Deficit with respect to the Adjustable Rate Group and
Subordination Increase Amount with respect to the Adjustable Rate Group on such
Distribution Date).
"Adjusted Pass-Through Rate": A rate equal to the sum of (a) the Weighted
Average Pass-Through Rate plus (b) any portion of the Insurance Premium Amount
and the Trustee Fee (calculated as a percentage of the outstanding principal
amount of the Certificates) then accrued and outstanding.
"Advisor": As defined in Section 9.03 hereof.
"Agreement": This Pooling and Servicing Agreement, as it may be amended
from time to time, including the Exhibits and Schedules hereto.
"Annual Loss Percentage (Rolling Twelve Month)": As of any date of
determination thereof commencing November 1, 2000, a fraction, expressed as a
percentage, the numerator of which is the aggregate Realized Losses that
occurred during the twelve immediately preceding Due Periods and the denominator
of which is the aggregate Loan Balance of the Mortgage Loans on the twelfth
Determination Date preceding such date.
"Appraised Value": The appraised value of any Mortgaged Property based
upon the appraisal or other valuation made at or within six months of the
origination of the related Mortgage Loan, or, in the case of a Mortgage Loan
which is a purchase money mortgage (or a "lease option purchase" in which the
sale price was set less than 12 months prior to origination), the sale price of
the Mortgaged Property at such time of origination, if such sale price is less
than such appraised value.
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<PAGE>
"Auction Date": As defined in Section 9.03 hereof.
"Auction Procedures": As defined in Section 9.03 hereof.
"Authorized Officer": With respect to any Person, any officer or employee
of such Person who is authorized to act for such Person in matters relating to
this Agreement, and whose action is binding upon such Person; with respect to
the Depositor, the Seller, the Master Servicer or any Sub-Servicer, initially
including those individuals whose names appear on the lists of Authorized
Officers delivered at the Closing; with respect to the Trustee, any Vice
President, any Assistant Vice President, any Assistant Secretary or any
Assistant Treasurer.
"Available Funds": The Group 1 Available Funds or the Group 2 Available
Funds, as the case may be.
"Available Funds Shortfall": A Group 1 Available Funds Shortfall or Group 2
Available Funds Shortfall, as the case may be.
"Basis Risk Carryover Amount": With respect to any Distribution Date, the
sum of the Basis Risk Excess for such Distribution Date and any Basis Risk
Excess which remains unpaid from prior Distribution Dates.
"Basis Risk Excess": With respect to any Distribution Date as to which the
Class A-6 Pass-Through Rate is the Class A-6 Available Funds Cap Rate, the
excess of (i) the amount of interest the Class A-6 Certificates would be
entitled to receive on such Distribution Date at the lesser of (a) the Net
Lifetime Cap for such Distribution Date and (b) the then-applicable Class A-6
Pass-Through Rate without reference to the Class A-6 Available Funds Cap Rate
over (ii) the amount of interest the Class A-6 Certificates will receive on such
Distribution Date at the Class A-6 Available Funds Cap Rate.
"BFC Investor Guide": The BFC Investor Guide, as may be amended by the
Master Servicer from time to time.
"Business Day": Any day that is not a Saturday, Sunday or other day on
which commercial banking institutions in The City of New York, the States of
California, Illinois, Georgia, Utah or Missouri or in the cities in which the
principal Corporate Trust Office of the Trustee or the principal offices of the
Certificate Insurer are located, are authorized or obligated by law or executive
order to be closed.
"Carry Forward Amount": With respect to any Class of the Class A
Certificates for any Distribution Date, the sum of (x) the amount, if any, by
which (i) the Class A Distribution Amount allocable to such Class as of the
immediately preceding Distribution Date exceeded (ii) the amount of the actual
distribution made to the Owners of such Class of the Class A Certificates on
such immediately preceding Distribution Date plus (y) 30 days' interest on such
amount at the Pass-Through Rate in effect with respect to such Class of Class A
Certificates.
4
<PAGE>
"Certificate": Any one of the Class A Certificates or Class R Certificates,
each representing the interests and the rights described in this Agreement.
"Certificate Insurance Policies": The Group 1 Certificate Insurance Policy
and the Group 2 Certificate Insurance Policy.
"Certificate Insurer": MBIA Insurance Corporation, the principal operating
subsidiary of MBIA Inc., a New York Stock Exchange listed company, or any
successor thereto, as issuer of the Certificate Insurance Policies.
"Certificate Insurer Default": The existence and continuance of any of the
following:
(a) the Certificate Insurer fails to make a payment required under a
Certificate Insurance Policy in accordance with its terms; or
(b)(i) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Certificate Insurer in an
involuntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, rehabilitation, reorganization or other similar
law or (B) a decree or order adjudging the Certificate Insurer as bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
rehabilitation, arrangement, adjustment or composition of or in respect of the
Certificate Insurer under any applicable United States federal or state law, or
appointing a custodian, receiver, liquidator, rehabilitator, assignee, trustee,
sequestrator or other similar official of the Certificate Insurer or of any
substantial part of its property, or ordering the winding-up or liquidation of
its affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 90 consecutive
days; or
(ii) the commencement by the Certificate Insurer of a voluntary case
or proceeding under any applicable United States federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated as bankrupt or insolvent, or the consent of the
Certificate Insurer to the entry of a decree or order for relief in respect of
the Certificate Insurer in an involuntary case or proceeding under any
applicable United States federal or state bankruptcy, insolvency case or
proceeding against the Certificate Insurer, or the acquiescence by the
Certificate Insurer to the filing of such petition or to the appointment of or
the taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Certificate Insurer or of any
substantial part of its property, or the failure of the Certificate Insurer to
pay debts generally as they become due, or the admission by the Certificate
Insurer in writing of its inability to pay its debts generally as they become
due.
"Certificate Principal Balance": As of the Start-up Day as to each of the
following Classes of Class A Certificates, the principal balances thereof, as
follows:
Class A-1 Certificates $25,500,000
Class A-2 Certificates $19,000,000
5
<PAGE>
Class A-3 Certificates $12,586,000
Class A-4 Certificates $6,343,000
Class A-5 Certificates $39,500,000
Class A-6 Certificates $55,304,000
The Class R Certificates do not have a Certificate Principal Balance.
"Class": Any class of the Class A Certificates or the Class R Certificates.
"Class A Certificate": Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates or Class A-6 Certificates.
"Class A Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A
Certificates less any amounts actually distributed on such Class A Certificates
with respect to the Class A Distribution Amount pursuant to Section
7.03(c)(iii)(D) with respect to principal thereon on all prior Distribution
Dates (except, for purposes of effecting the Certificate Insurer's subrogation
rights, that portion of Insured Payments made in respect of principal).
"Class A Certificate Termination Date": With respect to the Class A-1
Certificates, the Class A-1 Certificate Termination Date, with respect to the
Class A-2 Certificates, the Class A-2 Certificate Termination Date, with respect
to the Class A-3 Certificates, the Class A-3 Certificate Termination Date, with
respect to the Class A-4 Certificates, the Class A-4 Certificate Termination
Date, with respect to the Class A-5 Certificates, the Class A-5 Certificate
Termination Date and with respect to the Class A-6 Certificates, the Class A-6
Certificate Termination Date.
"Class A Distribution Amount": The sum of the Class A-1 Distribution
Amount, Class A-2 Distribution Amount, Class A-3 Distribution Amount, Class A-4
Distribution Amount, Class A-5 Distribution Amount and the Class A-6
Distribution Amount.
"Class A-1 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-1 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-1 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-1
Certificates less any amounts actually distributed with respect to the Class A-1
Distribution Amount pursuant to Section 7.03(c)(iii)(D) hereof with respect to
principal thereon on all prior Distribution Dates (except, for purposes of
effecting the Certificate Insurer's subrogation rights, that portion of Insured
Payments made in respect of principal).
"Class A-1 Certificate Termination Date": The Distribution Date on which
the Class A-1 Certificate Principal Balance is reduced to zero.
6
<PAGE>
"Class A-1 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-1 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-1 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Fixed Rate Group, allocable to such Class on a pro rata basis with the other
Group 1 Certificates without any priority) plus the Preference Amount owed to
the Owners of the Class A-1 Certificates as it relates to interest previously
paid on the Class A-1 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-1 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Fixed Rate Group, allocable to such Class on
a pro rata basis with the other Group 1 Certificates without any priority).
"Class A-1 Distribution Amount": The sum of (x) Class A-1 Current Interest
and (y) the Group 1 Principal Distribution Amount payable to the Owners of the
Class A-1 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-1 Pass-Through Rate": 7.049% per annum.
"Class A-2 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-2 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-2 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-2
Certificates less any amounts actually distributed with respect to the Class A-2
Distribution Amount pursuant to Section 7.03(c)(iii)(D) hereof with respect to
principal thereon on all prior Distribution Dates (except, for purposes of
effecting the Certificate Insurer's subrogation rights, that portion of Insured
Payments made in respect of principal).
"Class A-2 Certificate Termination Date": The Distribution Date on which
the Class A-2 Certificate Principal Balance is reduced to zero.
"Class A-2 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-2 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-2 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Fixed Rate Group, allocable to such Class on a pro rata basis with the other
Group 1 Certificates without any priority) plus the Preference Amount owed to
the Owners of the Class A-2 Certificates as it relates to interest previously
paid on the Class A-2 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-2 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Fixed Rate Group, allocable to such Class on
a pro rata basis with the other Group 1 Certificates without any priority).
7
<PAGE>
"Class A-2 Distribution Amount": The sum of (x) Class A-2 Current Interest
and (y) the Group 1 Principal Distribution Amount payable to the Owners of the
Class A-2 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-2 Pass-Through Rate": 7.469% per annum.
"Class A-3 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-3 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-3 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-3
Certificates less any amounts actually distributed with respect to the Class A-3
Distribution Amount pursuant to Section 7.03(c)(iii)(D) hereof with respect to
principal thereon on all prior Distribution Dates (except, for purposes of
effecting the Certificate Insurer's subrogation rights, that portion of Insured
Payments made in respect of principal).
"Class A-3 Certificate Termination Date": The Distribution Date on which
the Class A-3 Certificate Principal Balance is reduced to zero.
"Class A-3 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-3 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-3 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Fixed Rate Group, allocable to such Class on a pro rata basis with the other
Group 1 Certificates without any priority) plus the Preference Amount owed to
the Owners of the Class A-3 Certificates as it relates to interest previously
paid on the Class A-3 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-3 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Fixed Rate Group, allocable to such Class on
a pro rata basis with the other Group 1 Certificates without any priority).
"Class A-3 Distribution Amount": The sum of (x) Class A-3 Current Interest
and (y) the Group 1 Principal Distribution Amount payable to the Owners of the
Class A-3 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-3 Pass-Through Rate": Prior to the Optimal Termination Date 8.014%
per annum and on and after the Optimal Termination Date, 8.764% per annum.
"Class A-4 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-4 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-4 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-4
Certificates less any amounts actually distributed with respect to the Class A-4
Distribution Amount pursuant to Section 7.03(c)(iii)(D)
8
<PAGE>
hereof with respect to principal thereon on all prior Distribution Dates
(except, for purposes of effecting the Certificate Insurer's subrogation rights,
that portion of Insured Payments made in respect of principal).
"Class A-4 Certificate Termination Date": The Distribution Date on which
the Class A-4 Certificate Principal Balance is reduced to zero.
"Class A-4 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-4 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-4 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Fixed Rate Group, allocable to such Class on a pro rata basis with the other
Group 1 Certificates without any priority) plus the Preference Amount owed to
the Owners of the Class A-4 Certificates as it relates to interest previously
paid on the Class A-4 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-4 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Fixed Rate Group, allocable to such Class on
a pro rata basis with the other Group 1 Certificates without any priority).
"Class A-4 Distribution Amount": The sum of (x) Class A-4 Current Interest
and (y) the Group 1 Principal Distribution Amount payable to the Owners of the
Class A-4 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-4 Lockout Distribution Amount": For any Distribution Date, the
lesser of (a) the product of (i) the applicable Class A-4 Lockout Percentage for
such Distribution Date and (ii) the Class A-4 Lockout Pro Rata Distribution
Amount for such Distribution Date and (b) the Class A-4 Certificate Principal
Balance.
"Class A-4 Lockout Percentage": For each Distribution Date is as follows:
Distribution Dates Lockout Percentage
------------------ ------------------
November 1999-October 2002 0%
November 2002-October 2004 45%
November 2004-October 2005 80%
November 2005-October 2006 100%
November 2006 and thereafter 300%
"Class A-4 Lockout Pro Rata Distribution Amount": For any Distribution
Date, an amount equal to the product of (x) a fraction, the numerator of which
is the Certificate Principal Balance of the Class A-4 Certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
Certificate Principal Balance of all Classes of the Group 1 Certificates
immediately prior to such Distribution Date and (y) the Group 1 Principal
Distribution Amount for such Distribution Date.
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"Class A-4 Pass-Through Rate": Prior to the Optional Termination Date
7.777% per annum and on and after the Optional Termination Date, 8.527% per
annum.
"Class A-5 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-5 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-5 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-5
Certificates less any amounts actually distributed with respect to the Class A-5
Distribution Amount pursuant to Section 7.03(c)(iii)(D) hereof with respect to
principal thereon on all prior Distribution Dates (except, for purposes of
effecting the Certificate Insurer's subrogation rights, that portion of Insured
Payments made in respect of principal).
"Class A-5 Certificate Termination Date": The Distribution Date on which
the Class A-5 Certificate Principal Balance is reduced to zero.
"Class A-5 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-5 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-5 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Adjustable Rate Group, allocable to such Class on a pro rata basis with the
other Group 2 Certificates without any priority) plus the Preference Amount owed
to the Owners of the Class A-5 Certificates as it relates to interest previously
paid on the Class A-5 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-5 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Adjustable Rate Group, allocable to such
Class on a pro rata basis with the other Group 2 Certificates without any
priority).
"Class A-5 Distribution Amount": The sum of (x) Class A-5 Current Interest
and (y) the Group 1 Principal Distribution Amount payable to the Owners of the
Class A-5 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-5 Pass-Through Rate": 7.122% per annum.
"Class A-6 Available Funds Cap Rate": On any Distribution Date prior to the
seventh Distribution Date, the weighted average of the Mortgage Rates of the
Mortgage Loans in the Adjustable Rate Group as of the first day of the related
Due Period (taking into account Curtailments with respect to Actuarial Loans,
Net Liquidation Proceeds and Prepayments received during the immediately
preceding Prepayment Period and, with respect to the Actuarial Loans in the
Adjustable Rate Group, Scheduled Payments due during the prior Due Period and in
the Collection Account as of the prior Determination Date), less the Expense
Rate and, on any Distribution Date on and after the seventh Distribution Date,
0.50%. In no event may the Class A-6 Available Funds Cap Rate exceed the Net
Lifetime Cap.
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"Class A-6 Certificate": Any one of the Certificates designated on the face
thereof as a Class A-6 Certificate, substantially in the form annexed hereto as
Exhibit A, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein.
"Class A-6 Certificate Principal Balance": As of any time of determination,
the Certificate Principal Balance as of the Start-up Day of all Class A-6
Certificates less any amounts actually distributed with respect to the Class A-6
Distribution Amount pursuant to Section 7.03(c)(iii)(D) hereof with respect to
principal thereon on all prior Distribution Dates (except, for purposes of
effecting the Certificate Insurer's subrogation rights, that portion of Insured
Payments made in respect of principal).
"Class A-6 Certificate Termination Date": The Distribution Date on which
the Class A-6 Certificate Principal Balance is reduced to zero.
"Class A-6 Current Interest": With respect to any Distribution Date, the
amount of interest accrued on the Class A-6 Certificate Principal Balance
immediately prior to such Distribution Date during the related Accrual Period at
the Class A-6 Pass-Through Rate (net of Net Prepayment Interest Shortfalls and
the interest portion of reductions due to the Relief Act with respect to the
Adjustable Rate Group, allocable to such Class on a pro rata basis with the
other Group 2 Certificates without any priority) plus the Preference Amount owed
to the Owners of the Class A-6 Certificates as it relates to interest previously
paid on the Class A-6 Certificates plus the portion of the Carry Forward Amount,
if any, with respect to the Class A-6 Certificates relating to interest (net of
Net Prepayment Interest Shortfalls and the interest portion of reductions due to
the Relief Act with respect to the Adjustable Rate Group, allocable to such
Class on a pro rata basis with the other Group 2 Certificates without any
priority).
"Class A-6 Distribution Amount": The sum of (x) Class A-6 Current Interest
and (y) the Group 2 Principal Distribution Amount payable to the Owners of Class
A-6 Certificates pursuant to Section 7.03(c)(iii)(D) hereof.
"Class A-6 Pass-Through Rate": For any Distribution Date in any month prior
to the month in which the Optional Termination Date occurs, the lesser of (i)
LIBOR plus 0.44% per annum and (ii) the Class A-6 Available Funds Cap Rate for
such Distribution Date, and for any Distribution Date in any month commencing
with the month in which the Optional Termination Date occurs, the lesser of (i)
LIBOR plus 0.88% per annum and (ii) the Class A-6 Available Funds Cap Rate for
such Distribution Date.
"Class R Certificate": Any one of the Certificates designated on the face
thereof as a Class R Certificate, substantially in the form annexed hereto as
Exhibit C, authenticated and delivered by the Trustee, representing the right to
distributions as set forth herein, and evidencing an interest designated as the
"residual interest" in the Trust Fund for the purposes of the REMIC Provisions.
"Class R Optionholder": Any Owner of the Class R Certificates which
represent a Percentage Interest of 99.999% or greater.
"Closing": As defined in Section 4.02 hereof.
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<PAGE>
"Code": The Internal Revenue Code of 1986, as amended.
"Collection Account": One or more collection accounts created or caused to
be created by the Master Servicer pursuant to Section 8.08(a) hereof.
"Compensating Interest": As defined in Section 8.10(a) hereof.
"Corporate Trust Office": The principal office of the Trustee at 1 Bank One
Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126.
"Cram Down Losses": With respect to a Mortgage Loan, if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the Loan Balance or the Mortgage Rate of such Mortgage Loan, the amount
of such reduction in principal balance or reduction in accrued interest. A "Cram
Down Loss" shall be deemed to have occurred on the date of issuance of such
order.
"CSC": Companion Servicing Company, L.L.C., a Georgia limited liability
company, as one of the initial Sub-Servicers.
"Cumulative Loss Percentage": As of any date of determination thereof, the
Cumulative Realized Losses as a percentage of the Original Aggregate Loan
Balance of the Mortgage Loans.
"Cumulative Realized Losses": As of any date of determination, the
aggregate amount of Realized Losses with respect to the Mortgage Loans since the
Cut-Off Date.
"Current Interest": With respect to any Distribution Date, the sum of the
Class A-1 Current Interest, Class A-2 Current Interest, Class A-3 Current
Interest, Class A-4 Current Interest, Class A-5 Current Interest and Class A-6
Current Interest.
"Curtailments": Any partial prepayment of principal of a Mortgage Loan
which is received by the Master Servicer in advance of the scheduled due date
for the payment of such principal (other than the principal portion of any
Prepaid Installment or any Prepayment).
"Cut-Off Date": With respect to Actuarial Loans, as of the close of
business on October 1, 1999 and with respect to Simple Interest Loans, as of the
close of business on September 30, 1999.
"Delinquency Advance": As defined in Section 8.09(a) hereof.
"Delinquent": A Mortgage Loan is "Delinquent" if any payment due thereon is
not made by the close of business on the day such payment is scheduled to be due
(without regard to grace periods). A Mortgage Loan is "30 days Delinquent" if
such payment has not been received by the close of business on the corresponding
day of the month immediately succeeding the month in which such payment was due,
or, if there is no such corresponding day (e.g., as when a 30-day month follows
a 31-day month in which a payment was due on the 31st day of such month) then on
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<PAGE>
the last day of such immediately succeeding month. Similarly for "60 days
Delinquent," "90 days Delinquent" and so on.
"Delivery Order": The delivery order in the form set forth as Exhibit G
hereto and delivered by the Depositor to the Trustee on the Startup Day pursuant
to Section 4.01 hereof.
"Depositor": Block Mortgage Finance, Inc., a Delaware corporation, or any
successor thereto.
"Depository": The Depository Trust Company, 7 Hanover Square, New York, New
York 10004, and any successor Depository hereafter named.
"Determination Date": The 13th day of any month, or if such 13th day is not
a Business Day, the Business Day immediately preceding such 13th day, commencing
in the month following the Startup Day.
"Direct Participant" or "DTC Participant": Any broker-dealer, bank or other
financial institution for which the Depository holds Class A Certificates from
time to time as a securities depository.
"Disqualified Organization": Shall have the meaning set forth from time to
time in the definition thereof at Section 860E(e)(5) of the Code (or any
successor statute thereto) and applicable to the Trust.
"Distribution Account": The distribution account established in accordance
with Section 7.02(a) hereof and maintained in the corporate trust department of
the Trustee; provided that the funds in such account shall not be commingled
with other funds held by the Trustee.
"Distribution Date": Any date on which the Trustee is required to make
distributions to the Owners, which shall be the 25th day of each month or if
such day is not a Business Day, the next Business Day thereafter, commencing in
the month following the Startup Day.
"Due Period": With respect to any Monthly Remittance Date, and (a) with
respect to Simple Interest Loans (other than Net Liquidation Proceeds and
Prepayments), the calendar month immediately preceding the calendar month in
which such Monthly Remittance Date occurs, and (b) with respect to Scheduled
Payments on Actuarial Loans, the period from the second day of the calendar
month preceding the Monthly Remittance Date to and including the first day of
the calendar month in which such Monthly Remittance Date occurs.
"Eligible Account": Either an account that is (i) maintained with a federal
or state chartered depository institution or trust company whose short-term
unsecured debt obligations at the time of any deposit therein have the highest
short-term rating by the Rating Agencies, (ii) one or more accounts with a
depository institution or trust company which accounts are fully insured by
either the Savings Association Insurance Fund or the Bank Insurance Fund of 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, the
Certificate Insurer and each Rating Agency, the holders of the
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<PAGE>
Certificates 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, (iii) a segregated trust
account maintained with the Trustee or an affiliate of the Trustee in its
fiduciary capacity or (iv) otherwise acceptable to the Certificate Insurer and
each Rating Agency as evidenced by a letter from the Certificate Insurer and
each Rating Agency to the Trustee, without reduction or withdrawal of their then
current ratings of the Class A Certificates. Eligible Accounts may bear
interest.
"Event of Default": Any one of the events described in Section 8.20(a) or
8.20(b).
"Excess Interest": With respect to Simple Interest Loans in a Mortgage Loan
Group, the aggregate interest collected on the Simple Interest Loans in such
Mortgage Loan Group during the related Due Period in excess of the aggregate
interest deemed due on such Simple Interest Loans in such Mortgage Loan Group
during such Due Period.
"Excess Subordinated Amount": With respect to any Mortgage Loan Group and
Distribution Date, the excess, if any, of (x) the Subordinated Amount that would
apply to the related Mortgage Loan Group on such Distribution Date after taking
into account the payment of the related Class A Distribution Amounts on such
Distribution Date (except for any distributions of related Subordination
Reduction Amounts on such Distribution Date), over (y) the related Specified
Subordinated Amount for such Distribution Date.
"Expense Rate": For any Distribution Date and each of the Fixed Rate Group
and the Adjustable Rate Group, the sum of the annualized rates at which the
Servicing Fee, the Insurance Premium Amount and the Trustee Fee applicable to
each of the Fixed Rate Group and the Adjustable Rate Group are calculated.
"Fairbanks": Fairbanks Capital Corp., a Utah corporation, as one of the
initial Sub-Servicers.
"FDIC": The Federal Deposit Insurance Corporation, a corporate
instrumentality of the United States, or any successor thereto.
"FHLMC": The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created pursuant to the Emergency Home
Finance Act of 1970, as amended, or any successor thereof.
"File": The documents delivered to the Trustee pursuant to Section 3.05
hereof pertaining to a particular Mortgage Loan and any additional documents
required to be added to the File pursuant to this Agreement.
"Final Certification": As defined in Section 3.06(c) hereof.
"Final Determination": As defined in Section 9.04(a) hereof.
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<PAGE>
"Final Scheduled Distribution Date": For each Class of Class A
Certificates, as set forth in Section 2.08(e).
"First Mortgage Loan": A Mortgage Loan which constitutes a first priority
mortgage lien with respect to the related Mortgaged Property.
"Fixed Rate Group": The pool of Mortgage Loans identified in the related
Schedule of Mortgage Loans as having been assigned to the Fixed Rate Group in
Schedule l-A hereto, including any Qualified Replacement Mortgage Loans
delivered in replacement thereof.
"Fixed Rate Group Specified Subordinated Amount": As defined in the
Insurance Agreement.
"Fixed Rate Group Subordinated Amount": As of any Distribution Date, the
excess, if any, of (x) the aggregate Loan Balances of the Mortgage Loans in the
Fixed Rate Group as of the close of business on the last day of the related Due
Period (taking into account Curtailments with respect to Actuarial Loans, Net
Liquidation Proceeds and Prepayments collected during the related Prepayment
Period and, with respect to Actuarial Loans in the Fixed Rate Group, any
Scheduled Payments due on or before the last day of the related Due Period and
in the Collection Account as of the related Determination Date) over (y) the sum
of the Class A-1 Certificate Principal Balance, Class A-2 Certificate Principal
Balance, Class A-3 Certificate Principal Balance and Class A-4 Certificate
Principal Balance as of such Distribution Date after taking into account the
payment of the Group 1 Principal Distribution Amount thereon (except for any
Subordination Deficit with respect to the Fixed Rate Group and Subordination
Increase Amount with respect to the Fixed Rate Group on such Distribution Date).
"FNMA": The Federal National Mortgage Association, a federally-chartered
and privately-owned corporation existing under the Federal National Mortgage
Association Charter Act, as amended, or any successor thereof.
"FNMA Guide": FNMA's Servicing Guide, as the same may be amended by FNMA
from time to time, and as the Master Servicer shall elect to apply such
amendments in accordance with Section 8.01 hereof.
"Group 1 Available Funds": As defined in Section 7.02(c) hereof.
"Group 1 Available Funds Shortfall": As defined in Section 7.03(c)(i)(A)
hereof.
"Group 1 Certificate": Any one of the Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates and Class A-4 Certificates.
"Group 1 Certificate Insurance Policy": The certificate guaranty insurance
policy (number 30611) dated October 27, 1999 issued by the Certificate Insurer
for the benefit of the owners of the Group 1 Certificates pursuant to which the
Certificate Insurer guarantees Insured Payments.
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<PAGE>
"Group 1 Current Interest": With respect to any Distribution Date, the sum
of the Class A-1 Current Interest, Class A-2 Current Interest, Class A-3 Current
Interest and Class A-4 Current Interest.
"Group 1 Monthly Remittance Amount": As of any Monthly Remittance Date,
with respect to the Fixed Rate Group, (a) all payments on Simple Interest Loans
in the Fixed Rate Group, other than Net Liquidation Proceeds and Prepayments in
respect of such loans collected during the related Due Period, (b) Scheduled
Payments on Actuarial Loans in the Fixed Rate Group due after the Cut-Off Date,
or Replacement Cut-Off Date, as applicable, and on or before the end of the
related Due Period and in the Collection Account as of the related Determination
Date, and (c) Curtailments with respect to Actuarial Loans, Net Liquidation
Proceeds and Prepayments on the Mortgage Loans in the Fixed Rate Group collected
during the related Prepayment Period and (d) Delinquency Advances made by the
Master Servicer with respect to the Fixed Rate Group, in each case, as remitted
by the Master Servicer on the Monthly Remittance Date, together with any
Substitution Adjustment and any Loan Purchase Price amount in respect of the
Fixed Rate Group received by the Master Servicer on such Monthly Remittance
Date, but in each case excluding any amounts not required to be deposited into
the Collection Account pursuant to Section 8.08(c).
"Group 1 Principal Distribution Amount": With respect to the Group 1
Certificates for any Distribution Date, the lesser of:
(a) the Group 1 Total Available Funds plus any Insured Payment with
respect to the Group 1 Certificates minus the Group 1 Current Interest; and
(b) the excess, if any, of (i) the sum of (without duplication):
(A) the Preference Amount with respect to principal owed to the
Owners of the Group 1 Certificates that remains unpaid as of such
Distribution Date,
(B) the principal (other than the principal portion of Net
Liquidation Proceeds and Prepayments) collected by the Master
Servicer with respect to Simple Interest Loans in the Fixed Rate
Group during the related Due Period,
(C) the principal portion of Curtailments with respect to
Actuarial Loans, Net Liquidation Proceeds and Prepayments collected
by the Master Servicer with respect to Mortgage Loans in the Fixed
Rate Group during the related Prepayment Period,
(D) the principal portion of Scheduled Payments due on the
Actuarial Loans in the Fixed Rate Group after the Cut-Off Date or
Replacement Cut-Off Date, as applicable, and on or before the end of
the related Due Period to the extent such Scheduled Payments are in
the Collection Account as of the related Determination Date,
(E) the principal portion of any Loan Purchase Price of each
Mortgage Loan in the Fixed Rate Group that was repurchased by the
Seller or purchased by the
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<PAGE>
Master Servicer on or prior to the related Monthly Remittance
Date, to the extent such Loan Purchase Price is actually received by
the Trustee on or prior to the related Monthly Remittance Date,
(F) the principal portion of any Substitution Adjustments
delivered by the Seller on or prior to the related Monthly Remittance
Date in connection with a substitution of a Mortgage Loan in the
Fixed Rate Group, to the extent such Substitution Adjustments are
actually received by the Trustee on or prior to the related Monthly
Remittance Date,
(G) the amount of any Subordination Deficit with respect to the
Fixed Rate Group for such Distribution Date,
(H) the portion of the proceeds received by the Trustee with
respect to the Fixed Rate Group from any termination of the Trust (to
the extent such proceeds related to principal),
(I) the amount of any Subordination Increase Amount with respect
to the Fixed Rate Group for such Distribution Date, to the extent of
any Net Monthly Excess Cashflow available for such purpose, and
(J) the portion of any Carry Forward Amount relating to
principal with respect to the Fixed Rate Group for such Distribution
Date;
over
(ii) the amount of any Subordination Reduction Amount with respect to
the Fixed Rate Group for such Distribution Date.
"Group 1 Total Available Funds": As defined in Section 7.02(c) hereof.
"Group 1 Total Monthly Excess Spread": With respect to the Fixed Rate Group
and any Distribution Date, the excess, if any, of (i) the sum of (a) interest
(other than the interest portion of Net Liquidation Proceeds or Prepayments and
other than that portion, if any, of Excess Interest required to be allocated to
reimbursement of unreimbursed Delinquency Advances with respect to Simple
Interest Loans in the Fixed Rate Group pursuant to Section 8.09(a)) collected on
the Simple Interest Loans in the Fixed Rate Group during the related Due Period,
plus (b) the interest portion of Curtailments with respect to Actuarial Loans,
Net Liquidation Proceeds and Prepayments collected by the Master Servicer with
respect to Mortgage Loans in the Fixed Rate Group during the related Prepayment
Period, plus (c) the interest portion of Scheduled Payments due on the Actuarial
Loans in the Fixed Rate Group after the Cut-Off Date or Replacement Cut-Off
Date, as applicable, and on or before the end of the related Due Period to the
extent such Scheduled Payments are in the Collection Account as of the
Determination Date, less (d) the amount which is equal to the product of the
Expense Rate and the aggregate Loan Balance of the Mortgage Loans in the Fixed
Rate Group and any amounts not required to be deposited into the Collection
Account pursuant to Section 8.08(c), plus (e) any Delinquency Advances and
Compensating Interest paid by the Master
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<PAGE>
Servicer with respect to the Fixed Rate Group for such Due Period over (ii) the
interest accrued on the Group 1 Certificates during the Accrual Period for such
Distribution Date.
"Group 2 Available Funds": As defined in Section 7.02(d) hereof.
"Group 2 Available Funds Shortfall": As defined in Section 7.03(c)(i)(A)
hereof.
"Group 2 Certificate": Any one of the Class A-5 Certificates and Class A-6
Certificates.
"Group 2 Certificate Insurance Policy": The certificate guaranty insurance
policy (number 30612) dated October27, 1999, issued by the Certificate Insurer
for the benefit of the Owners of the Group 2 Certificates pursuant to which the
Certificate Insurer guarantees Insured Payments.
"Group 2 Current Interest": With respect to any Distribution Date, the sum
of the Class A-5 Current Interest and Class A-6 Current Interest.
"Group 2 Monthly Remittance Amount": As of any Monthly Remittance Date,
with respect to the Adjustable Rate Group, (a) all payments on Simple Interest
Loans in the Adjustable Rate Group, other than Net Liquidation Proceeds and
Prepayments in respect of such loans collected during the related Due Period,
(b) Scheduled Payments on Actuarial Loans in the Adjustable Rate Group due after
the Cut-Off Date, or Replacement Cut-Off Date, as applicable, and on or before
the end of the related Due Period and in the Collection Account as of the
related Determination Date, (c) Curtailments with respect to Actuarial Loans,
Net Liquidation Proceeds and Prepayments on Mortgage Loans in the Adjustable
Rate Group collected during the related Prepayment Period and (d) Delinquency
Advances made by the Master Servicer with respect to the Adjustable Rate Group,
in each case, as remitted by the Master Servicer on the Monthly Remittance Date,
together with any Substitution Adjustment and any Loan Purchase Price amount in
respect of the Adjustable Rate Group received by the Master Servicer on such
Monthly Remittance Date, but in each case excluding any amounts not required to
be deposited into the Collection Account pursuant to Section 8.08(c).
"Group 2 Principal Distribution Amount": With respect to the Group 2
Certificates for any Distribution Date, the lesser of:
(a) the Group 2 Total Available Funds plus any Insured Payment with
respect to the Group 2 Certificates minus the Group 2 Current Interest; and
(b) the excess, if any, of (i) the sum of (A) through (J) (without
duplication):
(A) the Preference Amount with respect to principal owed to the
Owners of the Group 2 Certificates that remains unpaid as of such
Distribution Date,
(B) the principal (other than the principal portion of Net
Liquidation Proceeds and Prepayments) collected by the Master
Servicer with respect to Simple Interest Loans in the Adjustable Rate
Group during the related Due Period,
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<PAGE>
(C) the principal portion of Curtailments with respect to
Actuarial Loans, Net Liquidation Proceeds and Prepayments collected
by the Master Servicer with respect to Mortgage Loans in the
Adjustable Rate Group during the related Prepayment Period,
(D) the principal portion of Scheduled Payments due on the
Actuarial Loans in the Adjustable Rate Group after the Cut-Off Date
or Replacement Cut-Off Date, as applicable, and on or before the end
of the related Due Period to the extent such Scheduled Payments are
in the Collection Account as of the related Determination Date,
(E) the principal portion of any Loan Purchase Price of each
Mortgage Loan in the Adjustable Rate Group that was repurchased by
the Seller or purchased by the Master Servicer on or prior to the
related Monthly Remittance Date, to the extent such Loan Purchase
Price is actually received by the Trustee on or prior to the related
Monthly Remittance Date,
(F) the principal portion of any Substitution Adjustments
delivered by the Seller on or prior to the related Monthly Remittance
Date in connection with a substitution of a Mortgage Loan in the
Adjustable Rate Group, to the extent such Substitution Adjustments
are actually received by the Trustee on or prior to the related
Monthly Remittance Date,
(G) the amount of any Subordination Deficit with respect to the
Adjustable Rate Group for such Distribution Date,
(H) the portion of the proceeds received by the Trustee with
respect to the Adjustable Rate Group from any termination of the
Trust (to the extent such proceeds relate to principal),
(I) the amount of any Subordination Increase Amount with respect
to the Adjustable Rate Group for such Distribution Date, to the
extent of any Net Monthly Excess Cashflow available for such purpose,
and
(J) the portion of any Carry Forward Amount relating to
principal with respect to the Adjustable Rate Group for such
Distribution Date;
over
(ii) the amount of any Subordination Reduction Amount with respect to
the Adjustable Rate Group for such Distribution Date.
"Group 2 Total Available Funds": As defined in Section 7.02(d) hereof.
"Group 2 Total Monthly Excess Spread": With respect to the Adjustable Rate
Group and any Distribution Date, the excess, if any, of (i) the sum of (a)
interest (other than the interest portion
<PAGE>
of Net Liquidation Proceeds or Prepayments and other than that portion, if any,
of Excess Interest required to be allocated to reimbursement of unreimbursed
Delinquency Advances with respect to Simple Interest Loans in the Adjustable
Rate Group pursuant to Section 8.09 (a)) collected on the Simple Interest Loans
in the Adjustable Rate Group during the related Due Period, plus (b) the
interest portion of any Curtailments with respect to Actuarial Loans, Net
Liquidation Proceeds and Prepayments collected by the Master Servicer with
respect to Mortgage Loans in the Adjustable Rate Group during the related
Prepayment Period, plus (c) the interest portion of Scheduled Payments due on
the Actuarial Loans in the Adjustable Rate Group after the Cut-Off Date or
Replacement Cut-Off Date, as applicable, and on or before the end of the related
Due Period to the extent such Scheduled Payments are in the Collection Account
as of the related Determination Date, less (d) the amount which is equal to the
product of the Expense Rate and the aggregate Loan Balance of the Mortgage Loans
in the Adjustable Rate Group and any amounts not required to be deposited into
the Collection Account pursuant to Section 8.08(c), plus (e) any Delinquency
Advances and Compensating Interest paid by the Master Servicer with respect to
the Adjustable Rate Group for such Due Period over (ii) the interest accrued on
the Group 2 Certificates during the Accrual Period for such Distribution Date.
"Highest Lawful Rate": As defined in Section 11.13.
"Indemnification Agreement": The Indemnification Agreement dated as of
October 26, 1999, among the Certificate Insurer, the Seller, the Master Servicer
and the Underwriters.
"Indirect Participant": Any financial institution for whom any Direct
Participant holds an interest in a Class A Certificate.
"Insurance Agreement": The Insurance Agreement dated as of October 1, 1999,
among the Depositor, the Seller, the Master Servicer, H & R Block, Inc., the
Certificate Insurer and the Trustee, as it may be amended from time to time.
"Insurance Policy": Any hazard, flood, title or primary mortgage insurance
policy relating to a Mortgage Loan plus any obligation of the Master Servicer to
make payment out of its own funds pursuant to Section 8.11 hereof.
"Insurance Premium Amount": As defined in the Insurance Agreement.
"Insurance Proceeds": Proceeds of any Insurance Policy or other insurance
policy relating to a Mortgage Loan and/or the Mortgaged Property securing any
Mortgage Loan, to the extent proceeds are not to be applied to the restoration
of the related Mortgaged Property in accordance with the express requirements of
the related Mortgage or Note or other documents included in the related File or
in accordance with prudent and customary servicing practices.
"Insured Payments": With respect to the Related Loan Group and any
Distribution Date, without duplication, (A) the excess, if any, of (i) the sum
of (a) the aggregate amount of interest accrued at the related Pass-Through Rate
during the preceding Accrual Period on the Class A Certificate Principal Balance
of the related Class A Certificates (net of any Prepayment Interest Shortfall
and the interest portion of reductions due to the Relief Act), (b) the
Preference Amount as
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it relates to interest previously paid on each Class of the related Class A
Certificates prior to the Distribution Date, (c) the portion of the Carry
Forward Amount related to interest with respect to each Class of the related
Class A Certificates (net of any Prepayment Interest Shortfall and the interest
portion of reductions due to the Relief Act) and (d) the then existing
Subordination Deficit for the Related Loan Group, if any, over (ii) Total
Available Funds (net of the Insurance Premium Amount for the Related Loan Group)
after taking into account any Principal Distribution Amount to be actually
distributed on such Distribution Date and the cross-collateralization provisions
of the Trust plus (B) an amount equal to the principal portion of the Preference
Amount with respect to the Related Loan Group.
"Late Payment Rate": For any Distribution Date, the fluctuating rate of
interest, as it is published from time to time in the New York, New York edition
of The Wall Street Journal under the caption "Money Rates" as the "prime rate,"
to change when and as such published prime rate changes plus 3%. The Late
Payment Rate shall be computed on the basis of a year of 360 days calculating
the actual number of days elapsed. In no event shall the Late Payment Rate
exceed the Highest Lawful Rate.
"Latest Possible Maturity Date": The Distribution Date following the third
anniversary of the last payment with respect to the Mortgage Loan with the
latest scheduled maturity date included in the Trust as of the Startup Date. The
prepayment of such Mortgage Loan, or the removal of such Mortgage Loan, or the
addition of any Qualified Replacement Mortgage Loan shall not affect the Latest
Possible Maturity Date.
"LIBOR": With respect to any Accrual Period for the Class A-6 Certificates,
the rate determined by the Trustee on the related LIBOR Determination Date on
the basis of the quotations, as set forth on the Telerate Screen Page 3750,
offered by the principal London office of each of the Reference Banks for making
one-month United States dollar deposits in leading banks in the London interbank
market, as of 11:00 a.m. (London time) on such LIBOR Determination Date.
"LIBOR 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, or
the City of London, England are authorized or obligated by law or executive
order to be closed.
"LIBOR Determination Date": With respect to any Accrual Period for the
Class A-6 Certificates, the second LIBOR Business Day preceding the commencement
of such Accrual Period.
"Liquidated Loan": As defined in Section 8.13(b) hereof.
"Liquidation Expenses": Expenses, not to exceed the Liquidation Proceeds,
which are incurred by the Master Servicer in connection with the liquidation of
any defaulted Mortgage Loan or property acquired in respect thereof, such
expenses including, without limitation, legal fees and expenses, committee or
referee fees, and, if applicable, brokerage commissions and conveyance taxes,
and any Servicing Advances expended by the Master Servicer pursuant to this
Agreement with respect to such Mortgage Loan on such property not previously
reimbursed from collections or other proceeds therefrom.
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"Liquidation Proceeds": Any amounts (including Insurance Proceeds)
recovered by the Master Servicer in connection with (i) the taking of a
Mortgaged Property by exercise of the power of eminent domain or condemnation,
(ii) any Liquidated Loan, whether through trustee's sale, foreclosure sale or
otherwise, (iii) the sale of a defaulted Mortgage Loan or an REO Property in
accordance with Section 8.13, or (iv) the sale of all of the Mortgage Loans in
accordance with Article IX.
"Loan Balance": With respect to each Mortgage Loan and as of any date of
determination, the outstanding principal balance thereof as of the beginning of
the related Due Period (taking into account Curtailments with respect to
Actuarial Loans, Net Liquidation Proceeds and Prepayments collected during the
immediately preceding Prepayment Period, and with respect to Actuarial Loans,
the principal portion of any Scheduled Payment due on or before the last day of
the immediately preceding Due Period and in the Collection Account as of the
Determination Date for such immediately preceding Due Period); provided,
however, that the Loan Balance for any Mortgage Loan that has become a
Liquidated Loan shall be zero as of the first day of the Due Period following
the Due Period in which such Mortgage Loan becomes a Liquidated Loan, and at all
times thereafter.
"Loan Purchase Price": With respect to any Mortgage Loan purchased from
the Trust on a Monthly Remittance Date pursuant to Section 3.03, 3.04, 3.06(b),
8.10(b) or 8.13(a) hereof, an amount equal to the Loan Balance of such Mortgage
Loan as of the date of purchase (assuming that the Monthly Remittance Amount
remitted by the Master Servicer on such Monthly Remittance Date has already been
remitted), plus one month's interest on the outstanding Loan Balance thereof as
of the beginning of the related Due Period (taking into account Curtailments
with respect to Actuarial Loans, Net Liquidation Proceeds and Prepayments
collected during the immediately preceding Prepayment Period, and with respect
to Actuarial Loans, the principal portion of any Scheduled Payment due on or
before the last day of the immediately preceding Due Period and in the
Collection Account as of the Determination Date for such immediately preceding
Due Period) computed at the then applicable Mortgage Rate, together with
(without duplication) the aggregate amounts of (i) all unreimbursed Delinquency
Advances and Servicing Advances theretofore made with respect to such Mortgage
Loan, (ii) all Delinquency Advances and Servicing Advances which the Master
Servicer has theretofore failed to remit with respect to such Mortgage Loan and
(iii) all reimbursed Delinquency Advances to the extent that reimbursement is
not made from the Mortgagor or from Liquidation Proceeds from the respective
Mortgage Loan.
"Loan-to-Value Ratio": As of any particular date (i) with respect to any
First Mortgage Loan, the percentage obtained by dividing the Appraised Value
into the original principal balance of the Note relating to such First Mortgage
Loan and (ii) with respect to any Second Mortgage Loan, the percentage obtained
by dividing the Appraised Value as of the date of origination of such Second
Mortgage Loan into an amount equal to the sum of (a) the remaining principal
balance of the note relating to the related Senior Lien as of the date of
origination of the related Second Mortgage Loan and (b) the original principal
balance of the Note relating to such Second Mortgage Loan.
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"Master Servicer": Block Financial Corporation, a Delaware corporation, and
its permitted successors and assigns.
"Master Servicer Affiliate": A Person (i) controlling, controlled by or
under common control with the Master Servicer or which is 50% or more owned by
the Master Servicer and (ii) which is qualified to service residential mortgage
loans.
"Minimum Termination Amount": As of any time after the Optional Termination
Date, an amount equal to the greater of (i) the sum of (a) the Class A-1
Certificate Principal Balance, (b) any shortfall in interest due to the Owners
of the Class A-1 Certificates in respect of prior Distribution Dates, (c) one
month's interest on the Class A-1 Certificate Principal Balance at the Class A-1
Pass-Through Rate, (d) the Class A-2 Certificate Principal Balance, (e) any
shortfall in interest due to the Owners of the Class A-2 Certificates in respect
of prior Distribution Dates, (f) one month's interest on the Class A-2
Certificate Principal Balance at the Class A-2 Pass-Through Rate, (g) the Class
A-3 Certificate Principal Balance, (h) any shortfall in interest due to the
Owners of the Class A-3 Certificates in respect of prior Distribution Dates, (i)
one month's interest on the Class A-3 Certificate Principal Balance at the Class
A-3 Pass-Through Rate, (j) the Class A-4 Certificate Principal Balance, (k) any
shortfall in interest due to the Owners of the Class A-4 Certificates in respect
of prior Distribution Dates, (l) one month's interest on the Class A-4
Certificate Principal Balance at the Class A-4 Pass-Through Rate, (m) the Class
A-5 Certificate Principal Balance, (n) any shortfall in interest due to the
Owners of the Class A-5 Certificates in respect of prior Distribution Dates, (o)
one month's interest on the Class A-5 Certificate Principal Balance at the Class
A-5 Pass-Through Rate, (p) the Class A-6 Certificate Principal Balance, (q) any
shortfall in interest due to the Owners of the Class A-6 Certificates in respect
of prior Distribution Dates, (r) one month's interest on the Class A-6
Certificate Principal Balance at the Class A-6 Pass-Through Rate, and (s) any
Reimbursement Amounts due the Certificate Insurer and (ii) the sum of 100% of
the aggregate Loan Balance of the related Mortgage Loans as of the day of
purchase and any Reimbursement Amounts not otherwise paid to the Certificate
Insurer minus amounts remitted from the Collection Account to the Distribution
Account representing collections of principal on the Mortgage Loans during the
current Due Period (taking into account, with respect to Actuarial Loans, the
principal portion of any Scheduled Payment due on or before the last day of the
Due Period and collected on or before the related Determination Date), plus one
month's interest on such amount computed at the weighted average Mortgage Rate,
plus all accrued and unpaid Servicing Fees plus the aggregate amount of any
unreimbursed Delinquency Advances and Servicing Advances plus Delinquency
Advances which the Master Servicer has theretofore failed to remit (taking into
account, with respect to Actuarial Loans, the principal portion of any Scheduled
Payment due on or before the last day of the Due Period and collected on or
before the related Determination Date).
"Monthly Remittance Amount": The sum of the Group 1 Monthly Remittance
Amount and the Group 2 Monthly Remittance Amount.
"Monthly Remittance Date": With respect to any Distribution Date, no later
than noon, New York time, on the fourth Business Day following the related
Determination Date.
"Moody's": Moody's Investors Service, Inc.
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"Mortgage": The mortgage, deed of trust or other instrument creating a
first or second lien on an estate in fee simple or leasehold interest in real
property securing a Note.
"Mortgage Loan Group" or "Group": The Fixed Rate Group or the Adjustable
Rate Group, as the case may be. References herein to the related Class of Class
A Certificates, when used with respect to a Mortgage Loan Group, shall mean (A)
in the case of the Fixed Rate Group, the Group 1 Certificates and (B) in the
case of the Adjustable Rate Group, the Group 2 Certificates.
"Mortgage Loans": Such of the mortgage loans transferred and assigned to
the Trust pursuant to Section 3.05(a) hereof, together with any Qualified
Replacement Mortgage Loans substituted therefor in accordance with this
Agreement, as from time to time are held as a part of the Trust Estate, the
mortgage loans originally so held being identified in the Schedules of Mortgage
Loans. The term "Mortgage Loan" includes the terms "First Mortgage Loan" and
"Second Mortgage Loan". The term "Mortgage Loan" includes any Mortgage Loan
which is Delinquent, which relates to a foreclosure or which relates to a
Mortgaged Property which is REO Property prior to such Mortgaged Property's
disposition by the Trust. Any mortgage loan which, although intended by the
parties hereto to have been, and which purportedly was, transferred and assigned
to the Trust by the Depositor, in fact was not transferred and assigned to the
Trust for any reason whatsoever, including, without limitation, the
incorrectness of the statement set forth in item (x) of Schedule I hereto with
respect to such mortgage loan, shall nevertheless be considered a "Mortgage
Loan" for all purposes of this Agreement.
"Mortgage Rate": The rate of interest borne by each Note.
"Mortgaged Property": The underlying property securing a Mortgage Loan.
"Mortgagor": The obligor on a Note.
"Net Lifetime Cap": With respect to any Distribution Date, the weighted
average of the maximum Mortgage Rates on the Mortgage Loans in the Adjustable
Rate Group as of the first day of the related Due Period (taking into account,
with respect to Actuarial Loans in the Adjustable Rate Group, any Scheduled
Payments due on or before the last day of the immediately preceding Due Period
and collected on or before the Determination Date for such immediately preceding
Due Period), minus the sum of (a) the Expense Rate and (b) commencing on the
seventh Distribution Date, 0.50%.
"Net Liquidation Proceeds": As to any Liquidated Loan, Liquidation Proceeds
net of Liquidation Expenses and unreimbursed Delinquency Advances relating to
such Mortgage Loan. In no event shall Net Liquidation Proceeds with respect to
any Liquidated Loan be less than zero.
"Net Monthly Excess Cashflow": As defined in Section 7.03(c)(ii) hereof.
"Net Prepayment Interest Shortfall": As of any Distribution Date, the
aggregate Prepayment Interest Shortfalls less the sum of the aggregate
Prepayment Interest Excesses and Compensating Interest.
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"90+ Delinquency Percentage (Rolling Three Month)": With respect to each
Mortgage Loan and any Determination Date commencing with the Determination Date
in February 2000, the average of the percentage equivalents of the fractions
determined for each of three immediately preceding Due Periods the numerator of
each of which is equal to the aggregate Loan Balance of all of the Mortgage
Loans which are 90 days Delinquent or more (including any Mortgage Loans which
have gone into foreclosure or have been discharged by reason of bankruptcy) as
of such Determination Date and the denominator of which is the aggregate Loan
Balance of all of the Mortgage Loans as of such Determination Date.
"Nonrecoverable Advance": Any portion of a Delinquency Advance or a
Servicing Advance proposed to be made or previously made which has not been
previously reimbursed to the Master Servicer, and which the Master Servicer has
determined in its good faith business judgment will not or, in the case of a
proposed Delinquency Advance or Servicing Advance, would not be ultimately
recoverable by the Master Servicer from the sources of funds specified in
Section 8.09. The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Delinquency Advance or Servicing
Advance, if made, would constitute a Nonrecoverable Advance shall be evidenced
by an Officer's Certificate delivered to the Trustee, the Certificate Insurer
and the Depositor setting forth such determination and the procedures and
considerations of the Master Servicer forming the basis of such determination,
which shall include a copy of any information or reports obtained by the Master
Servicer which may support such determinations. Notwithstanding the above, the
Trustee shall be entitled to rely upon any determination of the Master Servicer
that any Delinquency Advance or Servicing Advance previously made is a
Nonrecoverable Advance or that any proposed Delinquency Advance or Servicing
Advance, if made, would constitute a Nonrecoverable Advance.
"Note": The note or other evidence of indebtedness evidencing the
indebtedness of a Mortgagor under a Mortgage Loan.
"Officer's Certificate": A certificate signed by any Authorized Officer of
any Person delivering such certificate.
"Operative Documents": Collectively, this Agreement, the Certificate
Insurance Policies, the Certificates, the Indemnification Agreement, the
Insurance Agreement and the Sub-Servicing Agreement.
"Optional Termination Date": The first Distribution Date on which the
aggregate of the Loan Balances of the Mortgage Loans is less than 10% of the
Original Aggregate Loan Balance.
"Original Aggregate Loan Balance": The aggregate Loan Balances of all
Mortgage Loans as of the Cut-Off Date, i.e., $[163,154,955.79].
"Outstanding": With respect to all Certificates of a Class, as of any date
of determination, all such Certificates theretofore executed and delivered
hereunder except:
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(i) Certificates theretofore cancelled by the Registrar or delivered
to the Registrar for cancellation;
(ii) Certificates or portions thereof for which full and final payment
of money in the necessary amount has been theretofore deposited with the
Trustee or any Paying Agent in trust for the Owners of such Certificates;
(iii)Certificates in exchange for or in lieu of which other
Certificates have been executed and delivered pursuant to this Agreement,
unless proof satisfactory to the Trustee is presented that any such
Certificates are held by a bona fide purchaser;
(iv) Certificates alleged to have been destroyed, lost or stolen for
which replacement Certificates have been issued as provided for in Section
5.05 hereof; and
(v) Certificates as to which the Trustee has made the final
distribution thereon, whether or not such certificate is ever returned to
the Trustee.
"Owner": The Person in whose name a Certificate is registered in the
Register, and the Certificate Insurer, to the extent described in Section 5.06
and Section 7.03(g) hereof, respectively; provided that solely for the purposes
of determining the exercise of any voting rights hereunder, if Class A
Certificates are beneficially owned by the Depositor, the Seller or any
affiliate thereof, none of the Depositor, the Seller or such affiliate shall be
considered an Owner hereunder.
"Pass-Through Rate": Any of the Class A-1 Pass-Through Rate, the Class A-2
Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class A-4 Pass-Through
Rate, the Class A-5 Pass-Through Rate or the Class A-6 Pass-Through Rate.
"Paying Agent": Initially, the Trustee, and thereafter, the Trustee or any
other Person that meets the eligibility standards for the Paying Agent specified
in Section 11.15 hereof and is authorized by the Trustee and the Depositor to
make payments on the Certificates on behalf of the Trustee.
"Percentage Interest": With respect to a Class A Certificate, a fraction,
expressed as a percentage, the numerator of which is the portion of the Class A
Certificate Principal Balance represented by such Class A Certificate on such
date of determination (prior to giving effect to any distribution of principal
on such date) and the denominator of which is the Certificate Principal Balance
attributable to the related Class of Class A Certificates as of such date of
determination (prior to giving effect to any distribution of principal on such
date). With respect to a Class R Certificate, the portion of the Class evidenced
thereby, expressed as a percentage, as stated on the face of such Certificate,
all of which shall total 100% with respect to the related Class.
"Permitted Investments": Those investments so designated pursuant to
Section 7.07 hereof.
"Person": Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.
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"Pool Certification": As defined in Section 3.06(a) hereof.
"Preference Amount": With respect to the Class A Certificates, any amount
previously distributed to an Owner on the Class A Certificates that is
recoverable and sought to be recovered as a voidable preference by a trustee in
bankruptcy pursuant to the United States Bankruptcy Code in accordance with a
final, nonappealable order of a court having competent jurisdiction.
"Prepaid Installment": With respect to any Mortgage Loan, any installment
of principal thereof and interest thereon received by the Master Servicer prior
to the scheduled due date for such installment, intended by the Mortgagor as an
early payment thereof and not as a Prepayment (or, in the case of an Actuarial
Loan, a Curtailment) with respect to such Mortgage Loan.
"Prepayment": Any payment in full of principal of a Mortgage Loan which is
received by the Master Servicer in advance of the scheduled due date for the
payment of such principal (other than the principal portion of any Prepaid
Installment), and the Insurance Proceeds which are to be applied as a payment of
principal on the related Mortgage Loan shall be deemed to be Prepayments for all
purposes of this Agreement.
"Prepayment Interest Excess": With respect to any Distribution Date and any
Mortgage Loan that was subject to a Prepayment after its scheduled monthly due
date during the related Prepayment Period, the amount of interest collected on
such Mortgage Loan for such Distribution Date less (a) with respect to an
Actuarial Loan, the amount of interest accrued on such Mortgage Loan through the
due date of such Mortgage Loan occurring during such Prepayment Period or (b)
with respect to a Simple Interest Loan, 30 days' interest on the Loan Balance
for such Mortgage Loan as of the first day of the related Due Period (in each
case net of the Servicing Fee on the related Mortgage Loan).
"Prepayment Interest Shortfall": With respect to any Distribution Date and
any Mortgage Loan that was subject to a Prepayment prior to its scheduled
monthly due date during the related Prepayment Period, the amount of interest
that would have accrued on such Mortgage Loan absent such Prepayment (net of the
Servicing Fee on the related Mortgage Loan) less the amount of interest
collected on such Mortgage Loan by the Master Servicer for such Distribution
Date.
"Prepayment Period": With respect to any Distribution Date, the period
commencing on the calendar day after the prior Determination Date and ending on
the related Determination Date; provided, however, that with respect to the
first Distribution Date, with respect to Actuarial Loans the Prepayment Period
will be from October 2, 1999 to November 12, 1999 and with respect to Simple
Interest Loans, the Prepayment Period will be from October 1, 1999 to November
12, 1999.
"Preservation Expenses": Expenditures made by the Master Servicer in
connection with a foreclosed Mortgage Loan prior to the liquidation thereof,
including, without limitation, expenditures for real estate property taxes,
hazard insurance premiums, certain amounts due with respect to Senior Liens,
property restoration or preservation.
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"Principal Distribution Amount": The Group 1 Principal Distribution Amount
or the Group 2 Principal Distribution Amount, as the case may be.
"Prohibited Transaction": The meaning set forth from time to time in the
definition thereof at Section 860F(a)(2) of the Code (or any successor statute
thereto) and applicable to the Trust.
"Prospectus": The Prospectus dated October 26, 1999 constituting part of
the Registration Statement.
"Prospectus Supplement": The Block Mortgage Finance Asset Backed
Certificates, Series 1999-2 Prospectus Supplement, dated October 26, 1999, to
the Prospectus.
"Purchase Mortgage Loan": A Mortgage Loan the proceeds of which were used
by the related Mortgagor to obtain the related Mortgaged Property.
"Purchase Option Period": As defined in Section 9.04(a) hereof.
"Qualified Insurer": An insurance company or security or bonding company
qualified to write the related insurance policy in the relevant jurisdiction,
which shall have a claims paying ability of "AA" or better by Standard & Poor's
and "Aa2" or better by Moody's, unless each of the Rating Agencies has confirmed
in writing that an insurance company with a lower claims paying ability shall
not result, in and of itself, in a downgrading, withdrawal or qualification of
the rating then assigned by such Rating Agency to any Class of Certificates and
such insurance company or security or bonding company is acceptable to the
Certificate Insurer.
"Qualified Liquidation": The meaning set forth from time to time in the
definition thereof at Section 860F(a)(4) of the Code (or any successor statute
thereto) and applicable to the Trust.
"Qualified Mortgage": The meaning set forth from time to time in the
definition thereof at Section 860G(a)(3) of the Code (or any successor statute
thereto) and applicable to the Trust.
"Qualified Replacement Mortgage Loan": A Mortgage Loan substituted for
another pursuant to Section 3.03, 3.04 or 3.06(b) hereof, which (i) has a
Mortgage Rate at least equal to the Mortgage Rate of the Mortgage Loan being
replaced, (ii) is of the same property type (or is a single family dwelling) and
the same occupancy status (or is a primary residence) as the replaced Mortgage
Loan, (iii) shall have an original term to maturity that is no later than one
month following the maturity of the Mortgage Loan for which it was substituted,
(iv) has a Loan-to-Value Ratio as of the Replacement Cut-Off Date no higher than
the Loan-to-Value Ratio of the replaced Mortgage Loan as of such date, (v) shall
be of the same or higher credit quality classification (determined in accordance
with (a) the credit underwriting guidelines pursuant to which the replaced
Mortgage Loan was underwritten at the time the replaced Mortgage Loan was
underwritten, or (b) the standards acceptable to the Rating Agencies, which
would not cause a downgrade or removal of the ratings assigned to the Class A
Certificates (without giving effect to any Certificate Insurance Policy)) as the
Mortgage Loan which such Qualified Replacement Mortgage Loan replaces, (vi) has
a Loan Balance as of the related Replacement Cut-Off Date equal to or less than
the Loan Balance of the replaced Mortgage Loan as of such Replacement Cut-Off
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Date, (vii) shall not provide for a "balloon" payment if the related Mortgage
Loan did not provide for a "balloon" payment (and if such related Mortgage Loan
provided for a "balloon" payment, such Qualified Replacement Mortgage Loan shall
have an original maturity of not greater than (and not more than one year less
than) the original maturity of such related Mortgage Loan), (viii) shall be a
fixed rate Mortgage Loan with the same lien priority as the replaced Mortgage
Loan if the Mortgage Loan being replaced is in the Fixed Rate Group and shall be
a first lien adjustable rate Mortgage Loan if the Mortgage Loan being replaced
is in the Adjustable Rate Group, (ix) satisfies the criteria set forth from time
to time in the definition thereof at Section 860G(a)(4) of the Code (or any
successor statute hereto) and applicable to the Trust and (x) satisfies the
representations and warranties made pursuant to Schedule I hereof as of the date
of substitution.
"Rating Agencies": Collectively, Moody's and Standard & Poor's or any
successors thereto.
"Realized Loss": As to any Liquidated Loan, the amount, if any, by which
the Loan Balance thereof as of the date of liquidation is in excess of Net
Liquidation Proceeds realized thereon applied in reduction of such Loan Balance.
"Record Date": With respect to the Group 1 Certificates and the Class A-5
Certificates and each Distribution Date, the last day of the calendar month
immediately preceding the calendar month in which such Distribution Date occurs
and with respect to the Class A-6 Certificates, the day immediately preceding
such Distribution Date.
"Reference Banks": Any leading banks which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the control
of or under common control with the Seller or any affiliate thereof and (iii)
whose quotations appear on Telerate Screen Page 3745 on the relevant LIBOR
Determination Date.
"Refinance Mortgage Loan": Any Mortgage Loan that is not a Purchase
Mortgage Loan.
"Register": The register maintained by the Registrar in accordance with
Section 5.04 hereof, in which the names of the Owners are set forth.
"Registrar": The Trustee, acting in its capacity as Registrar appointed
pursuant to Section 5.04 hereof, or any duly appointed and eligible successor
thereto.
"Registration Statement": The Registration Statement filed by the Depositor
with the Securities and Exchange Commission (Registration Number 333-65215),
including all amendments thereto and including the Prospectus Supplement
relating to the Class A Certificates constituting a part thereof.
"Reimbursement Amount": As of any Distribution Date, the sum, without
duplication, of (x)(i) all Insured Payments previously paid to the Trustee by
the Certificate Insurer and not previously repaid to the Certificate Insurer
pursuant to Section 7.03(c)(i)(C) and (D) hereof or pursuant to the Insurance
Agreement plus (ii) interest accrued on each such Insured Payment not previously
repaid calculated at the Reimbursement Late Payment Rate and (y)(i) any amounts
then
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due and owing to the Certificate Insurer under the Insurance Agreement plus (ii)
interest on such amounts to the extent provided in the Insurance Agreement. The
Certificate Insurer shall notify the Trustee, the Depositor and the Seller of
the amount of any Reimbursement Amount.
"Reimbursement Late Payment Rate": Means for any Distribution Date, the
rate of interest as it is publicly announced by Citibank, N.A., or any successor
thereto, at its principal office in New York, New York as its prime rate (any
change in such prime rate of interest to be effective on the date such change is
announced by Citibank, N.A.) plus 3%. The Reimbursement Late Payment Rate shall
be computed on the basis of a year of 365 days and the actual number of days
elapsed. In no event shall the Reimbursement Late Payment Rate exceed the
maximum rate permissible under any applicable law limiting interest rates.
"Related Loan Group": The Fixed Rate Group or the Adjustable Rate Group, as
the case may be.
"Relief Act": The Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.
"REMIC": A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
"REMIC Opinion": As defined in Section 3.03 hereof.
"REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and revenue rulings promulgated thereunder, as the foregoing may be
in effect from time to time.
"REO Property": A Mortgaged Property acquired by the Master Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a defaulted Mortgage Loan.
"Replacement Cut-Off Date": With respect to any Qualified Replacement
Mortgage Loan, the first day of the calendar month in which such Qualified
Replacement Mortgage Loan is conveyed to the Trust.
"Representation Letter": Letters to, or agreements with, the Depository to
effectuate a book entry system with respect to the Class A Certificates
registered in the Register under the nominee name of the Depository.
"Residual Net Monthly Excess Cashflow": With respect to any Distribution
Date, the aggregate Net Monthly Excess Cashflow, if any, remaining after the
making of all applications, transfers and disbursements described in Sections
7.03(c)(i), 7.03(c)(ii) and 7.03(c)(iii)(A) through (G) hereof.
"Schedules of Mortgage Loans": The schedules of Mortgage Loans attached
hereto as Schedule I-A and Schedule I-B, separated by Mortgage Loan Group
listing each Mortgage Loan in
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the related Mortgage Loan Group to be conveyed on the Startup Day. Such
Schedules of Mortgage Loans shall set forth as to each Mortgage Loan (i) the
Master Servicer's loan number, (ii) the Mortgagor's name and address (including
the state) of the Mortgaged Property, (iii) the lien priority thereof, (iv) the
combined Loan-to-Value Ratio at origination, (v) the Loan Balance as of the
Cut-Off Date or Replacement Cut-Off Date, (vi) the Mortgage Rate thereof (and,
with respect to the Mortgage Loans in the Adjustable Rate Group, the margin and
the applicable index), (vii) the current Scheduled Payment, (viii) the maturity
of the related Note, (ix) the property type, (x) occupancy status, (xi)
Appraised Value and (xii) original term-to-maturity.
"Scheduled Payment": As of any date of calculation, with respect to a
Mortgage Loan, the then stated scheduled monthly installment of principal and
interest payable thereunder which, if timely paid, would result in the full
amortization of principal over the term thereof (or, in the case of a "balloon"
Note, the term to the nominal maturity date for amortization purposes, without
regard to the actual maturity date).
"Second Mortgage Loan": A Mortgage Loan which constitutes a second priority
mortgage lien with respect to the related Mortgaged Property.
"Securities Act": The Securities Act of 1933, as amended.
"Seller": Companion Mortgage Corporation, a Delaware corporation.
"Senior Lien": With respect to any Second Mortgage Loan, the mortgage loan
relating to the corresponding Mortgaged Property having a first priority lien.
"Servicer Loss Test": The Servicer Loss Test is satisfied if the Cumulative
Loss Percentage for such period does not exceed the percentage set out for such
period below (provided, that for purposes of the calculation of the Servicer
Loss Test, Realized Losses attributable solely to Cram Down Losses are excluded
from the calculation of Cumulative Loss Percentage).
Period Cumulative Loss Percentage
November 2, 1999 - November 1, 2000 0.95%
November 2, 2000 - November 1, 2001 1.90%
November 2, 2001 - November 1, 2002 2.85%
November 2, 2002 - November 1, 2003 3.80%
November 2, 2003 and thereafter 4.75%
"Servicer Termination Test": The Servicer Termination Test is satisfied for
any date of determination thereof if (a) the 90+ Delinquency Percentage (Rolling
Three Month) with respect to the Mortgage Loans is less than 13.0%, (b) the
Servicer Loss Test is satisfied, (c) the Annual Loss Percentage (Rolling Twelve
Month) as it relates to the Mortgage Loans for the twelve month period
immediately preceding the date of determination is not greater than 2.25%, (d)
H&R Block, Inc. continues to own 100% of Block Financial Corporation, and (e)
Block Financial Corporation's long term corporate ratings remain at or above
"BBB" by Standard & Poor's and "Baa2" by Moody's.
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"Servicing Advance": As defined in Section 8.09(b) and Section 8.13(a)
hereof.
"Servicing Fee": With respect to any Mortgage Loan, an amount retained by
the Master Servicer as compensation for servicing and administration duties
relating to such Mortgage Loan pursuant to Section 8.15 and equal to 0.50% per
annum of the then outstanding Loan Balance of such Mortgage Loan as of the first
day of the related Due Period payable on a monthly basis (taking into account
Curtailments with respect to Actuarial Loans, Net Liquidation Proceeds and
Prepayments received during the immediately preceding Prepayment Period and,
with respect to Actuarial Loans, any Scheduled Payment due on or before the last
day of the immediately preceding Due Period and in the Collection Account as of
the Determination Date for such immediately preceding Due Period).
"Servicing Standard": As defined in Section 8.01 hereof.
"Simple Interest Loans": Any Mortgage Loan as to which, pursuant to the
Note relating thereto, interest is computed and charged to the Mortgagor at the
Mortgage Rate on the outstanding principal balance of such Note based on the
number of days elapsed between receipt of the Mortgagor's last payment through
receipt of the Mortgagor's most current payment.
"Specified Subordinated Amount": As applicable, the Fixed Rate Group
Specified Subordinated Amount or the Adjustable Rate Group Specified
Subordinated Amount.
"Standard & Poor's": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.
"Startup Day": October 27, 1999.
"Subordinate Certificates": Collectively, the Class R Certificates.
"Subordinated Amount": The Fixed Rate Group Subordinated Amount or the
Adjustable Rate Group Subordinated Amount, as the case may be.
"Subordination Deficiency Amount": With respect to any Mortgage Loan Group
and Distribution Date, the excess, if any, of (i) the Specified Subordinated
Amount applicable to such Mortgage Loan Group and Distribution Date over (ii)
the Subordinated Amount applicable to such Mortgage Loan Group and Distribution
Date prior to taking into account the payment of any related Subordination
Increase Amounts on such Distribution Date.
"Subordination Deficit": With respect to any Mortgage Loan Group and
Distribution Date, the amount, if any, by which (x) the aggregate of the related
Class A Certificate Principal Balances relating to such Mortgage Loan Group,
after taking into account all distributions to be made on such Distribution Date
exceeds (y) the aggregate Loan Balances of the Mortgage Loans in the related
Mortgage Loan Group as of the close of business on the last day of the related
Due Period (taking into account Curtailments with respect to Actuarial Loans,
Net Liquidation Proceeds and Prepayments collected during the related Prepayment
Period, and with respect to Actuarial Loans in the related Mortgage Loan Group,
the principal portion of all Scheduled Payments due on or before
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the last day of the related Due Period and in the Collection Account as of the
related Determination Date).
"Subordination Increase Amount": With respect to any Mortgage Loan Group
and Distribution Date, the aggregate amount of Net Monthly Excess Cashflow
allocated to such Mortgage Loan Group pursuant to Sections 7.03(c)(ii)(A) and
(B) on such Distribution Date.
"Subordination Reduction Amount": With respect to any Mortgage Loan Group
and Distribution Date, an amount equal to the lesser of (x) the Excess
Subordinated Amount for such Mortgage Loan Group and Distribution Date and (y)
the amount available for distribution on account of principal with respect to
the Class A Certificates relating to such Mortgage Loan Group on such
Distribution Date.
"Sub-Servicer": Any Person with whom the Master Servicer has entered into a
Sub-Servicing Agreement and who satisfies any requirements set forth in Section
8.03 hereof in respect of the qualification of a Sub-Servicer, which initially
will be CSC and Fairbanks.
"Sub-Servicing Agreement": Each of the sub-servicing agreements between the
Master Servicer and CSC and between the Master Servicer and Fairbanks relating
to servicing and/or administration of certain Mortgage Loans as permitted by
Section 8.03, or any successor agreement.
"Substitution Adjustment": As defined in Section 3.03 hereof.
"Tax Matters Certificate": The Certificate representing the Tax Matters
Person Residual Interest, initially issued to the Trustee as the initial Tax
Matters Person.
"Tax Matters Person": The Person appointed for the Trust pursuant to
Section 11.18 hereof to act as the Tax Matters Person under the Code.
"Tax Matters Person Residual Interest": The 0.001% interest in the
"residual interest" in the Trust Fund, which shall be issued to and held by the
Trustee throughout the term hereof unless another Person shall accept an
assignment of such interest and the designation of Tax Matters Person pursuant
to Section 11.18 hereof.
"Termination Auction": As defined in Section 9.03 hereof.
"Termination Notice": As defined in Section 9.04(a) hereof.
"Total Available Funds": As defined in Section 7.02(d) hereof.
"Total Monthly Excess Cashflow": As defined in Section 7.03(c)(i) hereof.
"Total Monthly Excess Spread": The Group 1 Total Monthly Excess Spread or
the Group 2 Total Monthly Excess Spread, as the case may be.
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"Trust": Block Mortgage Finance Asset Backed Certificates Series 1999-2
Trust, the trust created under this Agreement.
"Trust Estate": As defined in the conveyance clause under this Agreement.
"Trustee": Bank One, National Association, a national banking association,
the Corporate Trust Office of which is located on the date of execution of this
Agreement at 1 Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, not
in its individual capacity but solely as Trustee under this Agreement, and any
successor hereunder.
"Trustee Fee": The fee payable monthly on each Distribution Date in an
amount equal to one-twelfth of 0.0225% multiplied by the then-outstanding Loan
Balance.
"Underwriters": Chase Securities Inc. and Salomon Smith Barney Inc.
"Uniform Commercial Code": The Uniform Commercial Code in effect in the
applicable jurisdiction.
"Voting Rights": The portion of the voting rights of all of the
Certificates that is allocated to any Certificate or Class of Certificates. At
all times during the term of this Agreement, the percentage of the Voting Rights
assigned to each Class shall be a fraction, the numerator of which is equal to
the aggregate outstanding Certificate Principal Balance of such Class of
Certificates and the denominator of which is equal to the aggregate outstanding
Certificate Principal Balances of all Classes of Certificates. The Voting Rights
of any Class of Certificates shall be allocated among Owners of Certificates of
such Class in proportion to their respective Percentage Interests. The aggregate
Voting Rights of Owners of more than one Class of Certificates shall be equal to
the sum of the products of each such Owner's Voting Rights and the percentage of
Voting Rights allocated to the related Class of Certificates. At all times
during the term of this Agreement, 99% and 1% of all Voting Rights shall be
allocated to the Owners of the Class A Certificates (for such time as any Class
A Certificate is outstanding) and the Owners of the Class R Certificates,
respectively.
"Weighted Average Pass-Through Rate": As to the Class A Certificates and
any Distribution Date, the weighted average of the Class A-1 Pass-Through Rate,
Class A-2 Pass-Through Rate, Class A-3 Pass-Through Rate, Class A-4 Pass-Through
Rate, Class A-5 Pass Through Rate and Class A-6 Pass Through Rate (such rate
calculated for this purpose on the basis of a 360-day year assumed to consist of
twelve 30 day months) weighted by the respective Certificate Principal Balances
of the related Class, as of such Distribution Date prior to taking into account
any distributions to be made on such Distribution Date.
ARTICLE II
ESTABLISHMENT AND ORGANIZATION OF THE TRUST
Section 2.01 Establishment of the Trust.
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The parties hereto do hereby create and establish, pursuant to the laws of
the State of New York and this Agreement, the Trust, which, for convenience,
shall be known as "Block Mortgage Finance Asset Backed Certificates Series
1999-2 Trust," which shall contain two separate pools of Mortgage Loans.
Section 2.02 Office
The office of the Trust shall be in care of the Trustee, addressed to 1
Bank One Plaza, Suite IL1-0126, Chicago, Illinois 60670-0126, Attention: Block
Mortgage Finance Asset Backed Certificates, Series 1999-2, or at such other
address as the Trustee may designate by notice to the Depositor, the Seller, the
Master Servicer, the Owners and the Certificate Insurer.
Section 2.03 Purposes and Powers.
The purpose of the Trust is to engage in the following activities and only
such activities: (i) the issuance of the Certificates and the acquiring, owning
and holding of Mortgage Loans and the Trust Estate in connection therewith; (ii)
activities that are necessary, suitable or convenient to accomplish the
foregoing or are incidental thereto or connected therewith, including the
investment of moneys in accordance with this Agreement; and (iii) such other
activities as may be required in connection with conservation of the Trust
Estate and distributions to the Owners; provided, however, that nothing
contained herein shall permit the Trustee to take any action which would
adversely affect the Trust Fund's status as a REMIC.
Section 2.04 Appointment of the Trustee; Declaration of Trust.
The Depositor hereby appoints the Trustee as trustee of the Trust effective
as of the Startup Day, to have all the rights, powers and duties set forth
herein. The Trustee hereby acknowledges and accepts such appointment, represents
and warrants its eligibility as of the Startup Day to serve as Trustee pursuant
to Section 10.08 hereof and declares that it will hold the Trust Estate in trust
upon and subject to the conditions set forth herein for the benefit of the
Owners.
Section 2.05 Expenses of the Trust.
The expenses of the Trust, including (i) any portion of the Trustee Fee not
paid pursuant to Section 7.03(c)(iii)(B) hereof, (ii) any reasonable expenses of
the Trustee, and (iii) any other reasonable expenses of the Trust (provided that
the reasonable expenses of the Trust set forth in this clause (iii) have been
reviewed and approved by the Master Servicer, which review and approval shall
not be required in connection with the enforcement of a remedy by the Trustee
resulting from a default under this Agreement), shall be paid directly by the
Master Servicer. The Master Servicer shall pay directly the reasonable fees and
expenses of counsel to the Trustee. The reasonable fees and expenses of the
Trustee's counsel in connection with the review and delivery of this Agreement
and related documentation shall be paid by the Master Servicer on the Startup
Day. In addition, if any assignment of Mortgage is required to be filed pursuant
to the terms of this Agreement, the Master Servicer shall pay for all costs and
expenses associated with filing such assignment in the appropriate recording
office.
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Section 2.06 Ownership of the Trust.
On the Startup Day, the ownership interests in the Trust shall be
transferred as set forth in Section 4.02 hereof, such transfer to be evidenced
by sale of the Certificates as described therein. Thereafter, transfer of any
ownership interest shall be governed by Sections 5.04 and 5.08 hereof.
Section 2.07 Situs of the Trust.
It is the intention of the parties hereto that the Trust constitute a
trust under the laws of the State of New York. The Trust will be administered in
the State of Illinois. The Trust will not have any employees and will not have
any real or personal property (other than property acquired pursuant to Section
8.13 hereof) located in any state other than in the State of Illinois (provided,
however, that the Trustee may maintain the Files in California). Payments will
be received by the Trustee only in the State of Illinois and payments from the
Trustee will be made only from the State of Illinois. The Trust's only office
will be at the office of the Trustee as set forth in Section 2.02 hereof.
Section 2.08 Miscellaneous REMIC Provisions.
(a) 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-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-6 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 Owner of the Tax Matters Person Residual
Interest is hereby designated as "tax matters person" as defined in the REMIC
Provisions with respect to the Trust.
(b) The Trust shall, for federal income tax purposes, maintain books on a
calendar year basis and report income on an accrual basis.
(c) The Trustee shall cause the Trust to elect to be treated as a REMIC
under Section 860D of the Code. Any inconsistencies or ambiguities in this
Agreement or in the administration of the Trust shall be resolved in a manner
that preserves the validity of such election to be treated as a REMIC.
(d) The Trustee shall provide to the Internal Revenue Service and to the
Person described in Section 860(E)(e)(3) and (6) of the Code the information
described in Treasury Regulation Section 1.860D-l(b)(5)(ii), or any successor
regulation thereto with respect to the Trust. Such information will be provided
in the manner described in Treasury Regulation Section 1.860E-2(a)(5), or any
successor regulation thereto.
(e) For federal income tax purposes, the Final Scheduled Distribution Date
for each Class of Certificates is hereby set to be the Distribution Date
indicated below:
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Final Scheduled
Class Distribution Date
----- -----------------
Class A-1 Certificates April 2014
Class A-2 Certificates September 2016
Class A-3 Certificates May 2008
Class A-4 Certificates April 2014
Class A-5 Certificates August 2022
Class A-6 Certificates December 2028
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR, THE MASTER SERVICER AND THE SELLER;
COVENANT OF SELLER TO CONVEY MORTGAGE LOANS
Section 3.01 Representations and Warranties of the Depositor.
The Depositor hereby represents, warrants and covenants to the Trustee,
the Certificate Insurer and the Owners that as of the Startup Day:
(a) The Depositor is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
its business, or the properties owned or leased by it, make such qualification
necessary, except where the failure to so qualify would not have a material
adverse effect on the Depositor, the Owners or the Certificate Insurer. The
Depositor has all requisite corporate power and authority to own and operate its
properties, to carry out its business as currently conducted and as proposed to
be conducted and to enter into and discharge its obligations under this
Agreement and the other Operative Documents to which it is a party.
(b) The execution and delivery of this Agreement by the Depositor and its
performance and compliance with the terms of this Agreement and the other
Operative Documents to which it is a party have been duly authorized by all
necessary corporate action on the part of the Depositor and will not (i) violate
the Depositor's Certificate of Incorporation or Bylaws, (ii) constitute a
default (or an event which, with notice or lapse of time, or both, would
constitute a default) under, or result in a breach of, any material contract,
agreement or other instrument to which the Depositor is a party or by which the
Depositor is bound or (iii) violate any statute or any order, rule or regulation
of any court, governmental agency or body or other tribunal having jurisdiction
over the Depositor or any of its properties, except where the failure to so
comply would not have a material adverse effect on the Depositor, the Owners or
the Certificate Insurer.
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(c) This Agreement and the other Operative Documents to which the
Depositor is a party, assuming due authorization, execution and delivery by the
other parties hereto and thereto, each constitutes a valid, legal and binding
obligation of the Depositor, enforceable against it in accordance with the terms
hereof and thereof, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law).
(d) The Depositor is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
other governmental agency, which default would materially and adversely affect
the condition (financial or other) or operations of the Depositor or its
properties or the consequences of which would materially and adversely affect
its performance hereunder or under the other Operative Documents to which the
Depositor is a party.
(e) No litigation is pending or, to the best of the Depositor's knowledge,
threatened against the Depositor which litigation is likely to have consequences
that would prohibit its entering into this Agreement or that would materially
and adversely affect the condition (financial or otherwise) or operations of the
Depositor or its properties or is likely to have consequences that would
materially and adversely affect its performance hereunder.
(f) No certificate of an officer, statement furnished in writing or report
delivered pursuant to the terms hereof by the Depositor contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe
the Depositor or matters or activities for which the Depositor is responsible in
accordance with the Operative Documents or which are attributable to the
Depositor therein are true and correct in all material respects, and the
Registration Statement does not contain any untrue statement of a material fact
with respect to the Depositor required to be stated therein or necessary to make
the statements contained therein with respect to the Depositor, in light of the
circumstances under which they were made, not misleading. The Registration
Statement does not contain any untrue statement of a material fact required to
be stated therein or omit to state any material fact necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading.
(h) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained to or by the Depositor, as the case may be, by or from
any federal, state or other governmental authority or agency (other than any
such actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Depositor makes no such
representation or warranty), that are necessary or advisable in connection with
the purchase and sale of the Certificates and the execution and delivery by the
Depositor of the Operative Documents to which it is a party, have been duly
taken, given or obtained, as the case may be, are in full force and effect on
the date hereof, are not subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof
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may be obtained has expired or no review thereof may be obtained or appeal
therefrom taken, and are adequate to authorize the consummation of the
transactions contemplated by this Agreement and the other Operative Documents on
the part of the Depositor and the performance by the Depositor of its
obligations under this Agreement and such of the other Operative Documents to
which it is a party.
(i) The Depositor is not insolvent, nor will it be made insolvent by the
transfer of the Mortgage Loans, nor is the Depositor aware of any pending
insolvency of the Depositor, the Seller or the Master Servicer.
(j) The transactions contemplated by this Agreement are in the ordinary
course of business of the Depositor.
(k) The transfer, assignment and conveyance of the Notes and the Mortgages
by the Depositor hereunder are not subject to the bulk transfer laws or any
similar statutory provisions in effect in any applicable jurisdiction.
It is understood and agreed that the representations and warranties set
forth in this Section 3.01 shall survive delivery of the respective Mortgage
Loans to the Trustee.
Section 3.02 Representations and Warranties of the Master ServicerSection
3.02 Representations and Warranties of the Master ServicerSection 3.02
Representations and Warranties of the Master ServicerSection 3.02
Representations and Warranties of the Master ServicerSection 3.02
Representations and Warranties of the Master ServicerSection 3.02
Representations and Warranties of the Master Servicer.
The Master Servicer hereby represents, warrants and covenants to the
Trustee, the Certificate Insurer and the Owners that as of the Startup Day:
(a) The Master Servicer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware, is, and each
Sub-Servicer is, in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to enable it to perform
its obligations hereunder and is in good standing as a foreign corporation in
each jurisdiction in which the nature of its business, or the properties owned
or leased by it make such qualification necessary, except where the failure to
so qualify would not have a material adverse effect on the Master Servicer, any
Sub-Servicer, if applicable, the Owners, the Trust or the Certificate Insurer.
The Master Servicer and each Sub-Servicer has all requisite corporate power and
authority to own and operate its properties, to carry out its business as
currently conducted and as proposed to be conducted and to enter into and
discharge its obligations under this Agreement and the other Operative Documents
to which it is a party. Either the Master Servicer or each Sub-Servicer is
designated as an approved seller-servicer by FNMA for first and second mortgage
loans and has combined equity and subordinated debt of at least $1,500,000, as
determined in accordance with generally accepted accounting principles.
(b) The execution and delivery of this Agreement by the Master Servicer
and its performance and compliance with the terms of this Agreement have been
duly authorized by all necessary corporate action on the part of the Master
Servicer and will not (i) violate the Master Servicer's Certificate of
Incorporation or Bylaws, (ii) constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material contract, agreement or other instrument to which
the Master Servicer is a party or by which
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the Master Servicer is bound or (iii) violate any statute or any order, rule or
regulation of any court, governmental agency or body or other tribunal having
jurisdiction over the Master Servicer or any of its properties, except where the
failure to so comply would not have a material adverse effect on the Master
Servicer, the Owners, the Trust or the Certificate Insurer.
(c) This Agreement and the Operative Documents to which the Master
Servicer is a party, assuming due authorization, execution and delivery by the
other parties hereto and thereto, each constitutes a valid, legal and binding
obligation of the Master Servicer, enforceable against it in accordance with the
terms hereof and thereof, except as the enforcement hereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law).
(d) The Master Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default might have consequences that
would materially and adversely affect the condition (financial or otherwise) or
operations of the Master Servicer or its properties or might have consequences
that would materially and adversely affect its performance hereunder or under
the other Operative Documents to which the Master Servicer is a party.
(e) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which litigation is likely to
have consequences that would prohibit its entering into this Agreement or that
would materially and adversely affect the condition (financial or otherwise) or
operations of the Master Servicer or its properties or is likely to have
consequences that would materially and adversely affect its performance
hereunder.
(f) No certificate of an officer, statement furnished in writing or report
delivered pursuant to the terms hereof by the Master Servicer contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe
the Master Servicer or matters or activities for which the Master Servicer is
responsible in accordance with the Operative Documents or which are attributed
to the Master Servicer therein are true and correct in all material respects,
and the Registration Statement does not contain any untrue statement of a
material fact with respect to the Master Servicer or omit to state a material
fact required to be stated therein or necessary to make the statements contained
therein with respect to the Master Servicer, in light of the circumstances under
which they were made, not misleading.
(h) The Master Servicer will account for any servicing fee rights in
accordance with Statement of Financial Accounting Standards No. 125 issued by
the Financial Accounting Standards
Board.
(i) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained to or by the Master Servicer, as the case may be, by or
from any federal, state or other governmental authority or
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agency (other than any such actions, approvals, etc. under any state securities
laws, real estate syndication or "Blue Sky" statutes, as to which the Master
Servicer makes no such representation or warranty), that are necessary or
advisable in connection with the execution and delivery by the Master Servicer
of the Operative Documents to which it is a party, have been duly taken, given
or obtained, as the case may be, are in full force and effect on the date
hereof, are not subject to any pending proceedings or appeals (administrative,
judicial or otherwise) and either the time within which any appeal therefrom may
be taken or review thereof may be obtained has expired or no review thereof may
be obtained or appeal therefrom taken, and are adequate to authorize the
consummation of the transactions contemplated by this Agreement and the other
Operative Documents on the part of the Master Servicer and the performance by
the Master Servicer of its obligations under this Agreement and such of the
other Operative Documents to which it is a party.
(j) The collection practices used by the Master Servicer and each
Sub-Servicer with respect to the Mortgage Loans have been, in all material
respects, legal, proper, prudent and customary in the mortgage servicing
business for comparable mortgage loans.
(k) The transactions contemplated by this Agreement are in the ordinary
course of business of the Master Servicer.
It is understood and agreed that the representations and warranties set
forth in this Section 3.02 shall survive delivery of the Mortgage Loans to the
Trustee.
Upon discovery by any of the Depositor, the Seller, the Master Servicer,
the Certificate Insurer, any Owner or the Trustee (each, for purposes of this
paragraph, a party) of a breach of any of the representations and warranties set
forth in this Section 3.02 which materially and adversely affects the interests
of the Owners or of the Certificate Insurer, the party discovering such breach
shall give prompt written notice to the other parties. Within 60 days of its
discovery or its receipt of notice of breach, the Master Servicer shall cure
such breach in all material respects and, upon the Master Servicer's continued
failure to cure such breach, may thereafter be removed by the Trustee pursuant
to Section 8.20 hereof; provided, however, that if any party can establish to
the reasonable satisfaction of the Certificate Insurer that it is diligently
pursuing remedial action, then the cure period may be extended with the written
approval of the Certificate Insurer.
Section 3.03 Representations and Warranties of the Seller.
The Seller hereby represents, warrants and covenants to the Trustee, the
Certificate Insurer and the Owners that as of the Startup Day:
(a) The Seller is a corporation duly organized, validly existing and in
good standing under the laws governing its creation and existence and is in good
standing as a foreign corporation in each jurisdiction in which the nature of
its business, or the properties owned or leased by it, make such qualification
necessary, except where the failure to so qualify would not have a material
adverse effect on the Seller, the Owners, the Trust and the Certificate Insurer.
The Seller has all requisite corporate power and authority to own and operate
its properties, to carry out its business as currently conducted and as proposed
to be conducted and to enter into and discharge its obligations under this
Agreement and the other Operative Documents to which it is a party.
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(b) The execution and delivery of this Agreement by the Seller and its
performance and compliance with the terms of this Agreement and the other
Operative Documents to which it is a party have been duly authorized by all
necessary corporate action on the part of the Seller and will not (i) violate
the Seller's Certificate of Incorporation or Bylaws, (ii) constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a breach of, any material contract, agreement or
other instrument to which the Seller is a party or by which the Seller is bound
or (iii) violate any statute or any order, rule or regulation of any court,
governmental agency or body or other tribunal having jurisdiction over the
Seller or any of its properties, except where the failure to so comply would not
have a material adverse effect on the Seller, the Owners, the Trust and the
Certificate Insurer.
(c) This Agreement and the other Operative Documents to which the Seller
is a party, assuming due authorization, execution and delivery by the other
parties hereto and thereto, each constitutes a valid, legal and binding
obligation of the Seller, enforceable against it in accordance with the terms
hereof and thereof, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law).
(d) The Seller is not in default with respect to any order or decree of
any court or any order, regulation or demand of any federal, state, municipal or
other governmental agency, which default would materially and adversely affect
the condition (financial or other) or operations of the Seller or its properties
or the consequences of which would materially and adversely affect its
performance hereunder and under the other Operative Documents to which the
Seller is a party.
(e) No litigation is pending or, to the best of the Seller's knowledge,
threatened against the Seller which litigation is likely to have consequences
that would prohibit its entering into this Agreement or that would materially
and adversely affect the condition (financial or otherwise) or operations of the
Seller or its properties or is likely to have consequences that would materially
and adversely affect its performance hereunder.
(f) No certificate of an officer, statement furnished in writing or report
delivered pursuant to the terms hereof by the Seller contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the certificate, statement or report not misleading.
(g) The statements contained in the Registration Statement which describe
the Seller or matters or activities for which the Seller is responsible in
accordance with the Operative Documents or which are attributable to the Seller
therein are true and correct in all material respects. The Registration
Statement does not contain any untrue statement of a material fact with respect
to the Seller, or omit to state any material fact necessary to make the
statements contained therein, in light of the circumstances under which they
were made, not misleading.
(h) Upon the receipt of each Mortgage Loan (including the related Note)
and other items of the Trust Estate by the Trustee under this Agreement, the
Trust will have good title to such Mortgage Loan (including the related Note)
and such other items of the Trust Estate free and clear
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of any lien, charge, mortgage, encumbrance or rights of others, except as set
forth in item (ix) of Schedule I (other than liens which will be simultaneously
released).
(i) Neither the Seller nor any affiliate thereof will report on any
financial statement any part of the Servicing Fee as an adjustment to the sales
price of the Mortgage Loans.
(j) All actions, approvals, consents, waivers, exemptions, variances,
franchises, orders, permits, authorizations, rights and licenses required to be
taken, given or obtained to or by the Seller, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc., under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Seller makes no such
representation or warranty), that are necessary or advisable in connection with
the purchase and sale of the Certificates and the execution and delivery by the
Seller of the Operative Documents to which it is a party, have been duly taken,
given or obtained, as the case may be, are in full force and effect on the date
hereof, are not subject to any pending proceedings or appeals (administrative,
judicial or otherwise) and either the time within which any appeal therefrom may
be taken or review thereof may be obtained has expired or no review thereof may
be obtained or appeal therefrom taken, and are adequate to authorize the
consummation of the transactions contemplated by this Agreement and the other
Operative Documents on the part of the Seller and the performance by the Seller
of its obligations under this Agreement and such of the other Operative
Documents to which it is a party.
(k) The origination practices used by the Seller or, to the Seller's
knowledge, the respective originators of the Mortgage Loans with respect to such
Mortgage Loans have been in all material respects, legal, proper, prudent and
customary in the mortgage lending business in the jurisdiction in which the
related Mortgaged Properties are located.
(l) The Seller is not insolvent, nor will it be made insolvent by the
transfer of the Mortgage Loans, nor is the Seller aware of any pending
insolvency of the Seller, the Depositor or the Master Servicer.
(m) The transfer, assignment and conveyance of the Notes and the Mortgages
by the Seller hereunder are not subject to the bulk transfer laws or any similar
statutory provisions in effect in any applicable jurisdiction.
(n) The transactions contemplated by this Agreement are in the ordinary
course of business of the Seller.
It is understood and agreed that the representations and warranties set
forth in this Section 3.03 shall survive delivery of the respective Mortgage
Loans to the Trustee.
Upon discovery by any of the Master Servicer, the Seller, the Depositor,
the Certificate Insurer or the Trustee (each, for purposes of this paragraph, a
"party") of a breach of any of the representations and warranties set forth in
this Section 3.03 which materially and adversely affects the interests of the
Owners or the Certificate Insurer, the party discovering such breach shall give
prompt written notice to the other parties. The Seller hereby covenants and
agrees that within 60 days of its discovery or its receipt of notice of breach,
it shall cure such breach in all material
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respects or, with respect to a breach of clause (h) above, the Seller may (or
may cause an affiliate of the Seller to) on the Monthly Remittance Date next
succeeding such discovery or receipt of notice (i) substitute in lieu of any
Mortgage Loan not in compliance with clause (h) a Qualified Replacement Mortgage
Loan and, if the outstanding principal amount of such Qualified Replacement
Mortgage Loan as of the applicable Replacement Cut-Off Date is less than the
Loan Balance of such Mortgage Loan as of such Replacement Cut-Off Date, deliver
an amount equal to such difference together with the aggregate amount of (A) all
Delinquency Advances and Servicing Advances theretofore made with respect to
such Mortgage Loan, to the extent unreimbursed to the Master Servicer and (B)
all Delinquency Advances and Servicing Advances which the Master Servicer has
theretofore failed to remit with respect to such Mortgage Loan (a "Substitution
Adjustment") to the Master Servicer for deposit in the Collection Account or
(ii) purchase such Mortgage Loan from the Trust at the Loan Purchase Price,
which purchase price shall be delivered to the Master Servicer for deposit in
the Collection Account. Notwithstanding any provision of this Agreement to the
contrary, with respect to any Mortgage Loan which is not in default or as to
which no default is imminent, no repurchase or substitution pursuant to Section
3.03, 3.04 or 3.06 shall be made unless the Seller obtains for the Trustee and
the Certificate Insurer an opinion of counsel experienced in federal income tax
matters to the effect that such a repurchase or substitution would not
constitute a Prohibited Transaction for the Trust or otherwise subject the Trust
to tax and would not jeopardize the status of the Trust as a REMIC (a "REMIC
Opinion") addressed to the Trustee and the Certificate Insurer and acceptable to
the Certificate Insurer and the Trustee. Any Mortgage Loan as to which
repurchase or substitution was delayed pursuant to this Section shall be
repurchased or substituted for (subject to compliance with Sections 3.03, 3.04
or 3.06, as the case may be) upon the earlier of (a) the occurrence of a default
or imminent default with respect to such Mortgage Loan and (b) receipt by the
Trustee and the Certificate Insurer of a REMIC Opinion.
Section 3.04 Covenants of Seller to Take Certain Actions
with Respect to the Mortgage Loans in Certain
Situations.
(a) The Seller hereby makes the representations set forth on Schedule I
hereto with respect to the Mortgage Loans.
(b) Upon the discovery by the Seller, the Master Servicer, the Certificate
Insurer, or the Trustee (i) that any of the statements set forth in Schedule I
hereto were untrue as of the Startup Day with the result that the interests of
the Owners or the Certificate Insurer are materially and adversely affected or
(ii) that statements set forth in clauses (ix), (x), (xiii), (xxxvi), (xl), or
(xli) of Schedule I hereto were untrue in any material respect as of the Startup
Day, the party discovering such breach shall give prompt written notice to the
other parties. Upon the earlier to occur of the Seller's discovery or its
receipt of notice of breach from any one of the other parties, the Seller hereby
covenants and warrants that it shall promptly cure such breach in all material
respects or, subject to the last two sentences of Section 3.03, it shall on the
second Monthly Remittance Date next succeeding such discovery or receipt of
notice (i) substitute in lieu of each Mortgage Loan which has given rise to the
requirement for action by the Seller a Qualified Replacement Mortgage Loan and
deliver the Substitution Adjustment to the Master Servicer for deposit in the
Collection Account or (ii) purchase such Mortgage Loan from the Trust at a
purchase price equal to the Loan Purchase Price thereof, which purchase price
shall be delivered to the Master Servicer for deposit in the Collection Account.
Other than as specified in Section 6.12 hereof, it is understood and agreed that
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the foregoing obligation of the Seller so to substitute for or purchase any
Mortgage Loan shall constitute the sole remedy respecting a discovery of any
such statement which is untrue in any material respect in this Section 3.04
available to the Owners, the Trustee and the Certificate Insurer.
(c) In the event that any such repurchase results in a prohibited
transaction tax, the Trustee shall (upon its actual knowledge of such event)
promptly notify the Seller in writing thereof and the Seller will, within 10
days of receiving notice thereof from the Trustee, deposit the amount due from
the Trust with the Trustee for the payment thereof, including any interest and
penalties, in immediately available funds. In the event that any Qualified
Replacement Mortgage Loan is delivered by the Seller to the Trust pursuant to
Section 3.03, Section 3.04 or Section 3.06 hereof, the Seller shall be obligated
to take the actions described in Section 3.04(b) with respect to such Qualified
Replacement Mortgage Loan upon the discovery by any of the Owners, the Seller,
the Master Servicer, the Certificate Insurer, or the Trustee that the statements
set forth in clause (ix), (x), (xiii), (xxxvi), (xl) or (xli) of Schedule I
hereto are untrue in any material respect on the date such Qualified Replacement
Mortgage Loan is conveyed to the Trust or that any of the other statements set
forth in Schedule I hereto are untrue on the date such Qualified Replacement
Mortgage Loan is conveyed to the Trust such that the interests of the Owners or
the Certificate Insurer in the related Qualified Replacement Mortgage Loan are
materially and adversely affected; provided, however, that for the purposes of
this subsection (c) the statements in Schedule I hereto referring to items "as
of the Cut-Off Date" or "as of the Startup Day" shall be deemed to refer to such
items as of the date such Qualified Replacement Mortgage Loan is conveyed to the
Trust or the related Replacement Cut-Off Date, as appropriate.
(d) It is understood and agreed that the covenants set forth in this
Section 3.04 shall survive delivery of the respective Mortgage Loans (including
Qualified Replacement Mortgage Loans) to the Trustee.
(e) The Trustee shall have no duty to conduct any affirmative
investigation other than as specifically set forth in this Agreement as to the
occurrence of any condition requiring the purchase or repurchase of, or
substitution for, any Mortgage Loan pursuant to this Article III or the
eligibility of any Mortgage Loan for the purpose of this Agreement.
Notwithstanding the fact that a representation contained in Schedule I
hereto may be limited to the Seller's knowledge, such limitation shall not
relieve the Seller of its purchase obligation under the terms of this Section
3.04, or its obligations under Section 6.12 hereof.
Section 3.05 Conveyance of the Mortgage Loans and
Qualified Replacement Mortgage Loans.
(a) On the Startup Day the Seller, concurrently with the execution and
delivery hereof, hereby transfers, assigns, sets over and otherwise conveys to
the Depositor and the Depositor, concurrently with the execution and delivery
hereof, transfers, assigns, sets over and otherwise conveys, without recourse,
to the Trustee for the benefit of the Owners all of their respective right,
title and interest in and to the Trust Estate; provided, however, that the
Seller reserves and retains all of its right, title and interest in and to (i)
principal (including Prepayments) and interest collected on each Mortgage Loan
on or prior to the Cut-Off Date (other than, with respect to Actuarial Loans,
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Scheduled Payments collected on or prior to the Cut-Off Date and due after the
Cut-Off Date) and (ii) with respect to Actuarial Loans, Scheduled Payments due
on or prior to the Cut-Off Date. The transfer by the Depositor of the Mortgage
Loans set forth on the Schedules of Mortgage Loans to the Trustee on behalf of
the Trust is absolute and is intended by the Owners and all parties hereto to be
treated as a sale by the Depositor.
It is intended that the sale, transfer, assignment and conveyance herein
contemplated constitute a sale of the Mortgage Loans conveying good title
thereto free and clear of any liens and encumbrances from the Seller to the
Depositor and from the Depositor to the Trust and that the Mortgage Loans not be
part of the Depositor's or the Seller's estate in the event of insolvency. In
the event that such conveyance is deemed to be a loan, the parties intend that
the Seller shall be deemed to have granted to the Depositor and the Depositor
shall be deemed to have granted to the Trustee a first priority perfected
security interest in the Trust Estate, and that this Agreement shall constitute
a security agreement under applicable law.
In connection with such sale, transfer, assignment, and conveyance from
the Seller to the Depositor, the Seller has filed, in the appropriate office or
offices in the States of New York, California, Illinois, Georgia, Utah and
Missouri, a UCC-1 financing statement executed by the Seller as debtor, naming
the Depositor as secured party and the Trustee as assignee and listing the
Mortgage Loans and the other property described above as collateral. The
characterization of the Seller as debtor and the Depositor as secured party on
such financing statements is solely for protective purposes and shall in no way
be construed as being contrary to the intent of the parties that this
transaction be treated as a sale of the Seller's entire right, title and
interest in and to the Trust Estate. In connection with such filing, the Seller
agrees that it shall cause to be filed all necessary continuation statements and
amendments thereof and to take or cause to be taken such actions and execute
such documents as are necessary to perfect and protect the Trustee's, the
Owners' and the Certificate Insurer's interest in the Trust Estate.
In connection with such sale, transfer, assignment, and conveyance from
the Depositor to the Trustee, the Depositor has filed, in the appropriate office
or offices in the States of New York, California, Illinois, Georgia, Utah and
Missouri, a UCC-1 financing statement executed by the Depositor as debtor,
naming the Trustee as secured party and listing the Mortgage Loans and the other
property described above as collateral. The characterization of the Depositor as
debtor and the Trustee as secured party in such financing statements is solely
for protective purposes and shall in no way be construed as being contrary to
the intent of the parties that this transaction be treated as a sale of the
Depositor's entire right, title and interest in and to the Trust Estate. In
connection with such filing, the Depositor agrees that it shall cause to be
filed all necessary continuation statements thereof and to take or cause to be
taken such actions and execute such documents as are necessary to perfect and
protect the Trustee's, the Owners' and the Certificate Insurer's interest in the
Trust Estate.
(b) In connection with the transfer and assignment of the Mortgage Loans,
the Depositor agrees to:
(i) deliver without recourse to the Trustee on the Startup Day with
respect to each Mortgage Loan, (A) the original Mortgage Note, endorsed by
the Seller or the last endorsee
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of such Mortgage Loan, without recourse,
in the following form: "Pay to the order of ________________________
without recourse", with all intervening endorsements necessary to show a
complete chain of endorsement from the originator to the Seller or last
endorsee (or a lost note affidavit in the form of Exhibit J); (B) the
original recorded Mortgage; (C) a duly executed assignment of the Mortgage
in blank (each such assignment, when duly and validly completed, to be in
recordable form and sufficient to effect the assignment of, and transfer
to the assignee thereof under, the Mortgage to which such assignment
relates); (D) the original recorded assignment or assignments of the
Mortgage together with all interim recorded assignments of such Mortgage
from the originator to the Seller or last endorsee; (E) the original or
copies of each assumption, modification, written assurance or substitution
agreement, if any; (F) the original or duplicate original lender's title
policy and all riders thereto or, in the event such original title policy
has not been received from the insurer, 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, with the
original policy of title insurance to be delivered within one year of the
Startup Day; and (G) the original certificate of title to each
manufactured home, noting the Trustee as lienholder thereon; and
(ii) deliver the title insurance policy or title searches, the
original Mortgages and such recorded assignments, together with originals
or duly certified copies of any and all prior assignments, to the Trustee
within 15 days of receipt thereof by the Depositor (but in any event, with
respect to any Mortgage as to which original recording information has
been made available to the Depositor, within one year after the Startup
Day).
With respect to each Mortgage Loan, the Master Servicer shall, within six
(6) months of the Startup Day, cause to be recorded with respect to each
Mortgage Loan the original assignment of Mortgage referred to in clause (i)(C)
above and shall, within five Business Days after receipt thereof, deliver or
cause to be delivered to the Trustee such original recorded assignment of
Mortgage, except in the states for which a legal opinion is delivered to the
Trustee and the Certificate Insurer as provided below and is approved by the
Certificate Insurer. In regard to those states in which Mortgaged Properties are
located, the Master Servicer shall have the right to deliver to the Trustee and
the Certificate Insurer a legal opinion providing that the recordation of the
assignment of Mortgage in one or more of such states is not necessary under
applicable state law to transfer the related Mortgage Loan to the Trust;
provided such legal opinion is made and delivered within six (6) months of the
Startup Day, and is in form and substance reasonably acceptable to the
Certificate Insurer. Upon approval of such opinion by the Certificate Insurer,
the Master Servicer will not be required to record the related assignments of
Mortgages. All assignments of Mortgages shall be delivered to the Trustee in
recordable form at the time of closing, and in such states where no opinion is
so rendered, or is rendered and is deemed to be unacceptable to the Certificate
Insurer, recording of such assignments of Mortgages will be required.
Notwithstanding the preceding provisions allowing for nonrecordation of
assignments of Mortgage in certain states, if an Event of Default has occurred
as to a party other than the Certificate Insurer as provided in Article 5 of the
Insurance Agreement, or an event set forth in Section 8.20 of this Agreement has
occurred, the Master Servicer shall be required to record all assignments of
Mortgage in those states where an opinion has not been previously delivered and
approved.
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Notwithstanding anything to the contrary contained in this Section 3.05,
in those instances where the public recording office retains the original
Mortgage, the assignment of a Mortgage or the intervening assignments of the
Mortgage after it has been recorded, the Depositor shall be deemed to have
satisfied its obligations hereunder upon delivery to the Trustee of a copy of
such Mortgage, such assignment or assignments of Mortgage certified by the
public recording office to be a true copy of the recorded original thereof.
The Depositor hereby appoints the Master Servicer its attorney-in-fact for
the purpose of, and with full power in, preparing, executing and recording, on
its behalf, all assignments of Mortgages in the event that the Depositor fails
to do so on a timely basis.
Copies of all Mortgage assignments received by the Trustee shall be
retained in the related File.
All recordings required pursuant to this Section 3.05 shall be prepared
and recorded by the Master Servicer and shall be accomplished at the expense of
the Master Servicer.
(c) In the case of Mortgage Loans which have been prepaid in full after
the Cut-Off Date and prior to the Startup Day, the Depositor, in lieu of the
foregoing, will deliver within six (6) days after the Startup Day to the Trustee
a certification of an Authorized Officer of the Depositor in the form set forth
in Exhibit D.
(d) The Seller shall transfer, assign, set over and otherwise convey,
without recourse, to the Trustee all right, title and interest of the Seller in
and to any Qualified Replacement Mortgage Loan delivered to the Trustee on
behalf of the Trust by the Seller pursuant to Section 3.03, 3.04 or 3.06 hereof
and all its right, title and interest to principal and interest on such
Qualified Replacement Mortgage Loan after the applicable Replacement Cut-Off
Date; provided, however, that the Seller shall reserve and retain all right,
title and interest in and to (i) payments of principal and interest received on
such Qualified Replacement Mortgage Loan on or prior to the applicable
Replacement Cut-Off Date (other than, with respect to Actuarial Loans, Scheduled
Payments collected on or prior to the applicable Replacement Cut-Off Date and
due after the applicable Replacement Cut-Off Date) and (ii) with respect to
Actuarial Loans, Scheduled Payments due on or prior to the applicable
Replacement Cut-Off Date.
(e) As to each Mortgage Loan released from the Trust in connection with
the conveyance of a Qualified Replacement Mortgage Loan therefor, the Trustee
will transfer, assign, set over and otherwise convey without recourse or
representation, on the Seller's order, all of its right, title and interest in
and to such released Mortgage Loan and all the Trust's right, title and interest
in and to principal and interest on such released Mortgage Loan after the
applicable Replacement Cut-Off Date; provided, however, that the Trust shall
reserve and retain all right, title and interest in and to payments of principal
and interest on such released Mortgage Loan on or prior to the applicable
Replacement Cut-Off Date.
(f) In connection with any transfer and assignment of a Qualified
Replacement Mortgage Loan to the Trustee on behalf of the Trust, the Seller
agrees to (i) deliver without recourse to the Trustee on the date of delivery of
such Qualified Replacement Mortgage Loan the documents
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set forth in Section 3.05(b)(i) and (ii) deliver the original Qualified
Replacement Mortgage Loan, together with original or duly certified copies of
any and all prior assignments, to the Trustee within 15 days of receipt thereof
by the Seller (but in any event within 120 days after the date of conveyance of
such Qualified Replacement Mortgage Loan).
(g) As to each Mortgage Loan released from the Trust in connection with
the conveyance of a Qualified Replacement Mortgage Loan, the Trustee shall
deliver on the date of conveyance of such Qualified Replacement Mortgage Loan
and on the order of the Seller (i) the original Note relating thereto, endorsed
in blank, (ii) the original Mortgage so released and all assignments relating
thereto, including an assignment of such Mortgage to the Seller and (iii) such
other documents as constituted the File with respect thereto.
(h) If a Mortgage assignment is lost or is returned from the recorder's
office unrecorded due to a defect therein, the Seller shall prepare a substitute
assignment or cure such defect, as the case may be, and thereafter cause such
substitute or cured assignment to be duly recorded.
Section 3.06 Acceptance by Trustee; Certain Substitutions
of Mortgage Loans; Certification by Trustee.
(a) The Trustee agrees to execute and deliver on the Startup Day an
acknowledgment of receipt of the items delivered by the Seller or the Depositor
in the form attached as Exhibit E hereto, and declares that it will hold such
documents and any amendments, replacement or supplements thereto, as well as any
other assets included in the definition of Trust Estate and delivered to the
Trustee, as Trustee in trust upon and subject to the conditions set forth herein
for the benefit of the Owners. The Trustee agrees, for the benefit of the Owners
and the Certificate Insurer, to review such items within 45 days after the
Startup Day (or, with respect to any document delivered after the Startup Day,
within 45 days of receipt and with respect to any Qualified Replacement Mortgage
Loan, within 45 days after the assignment thereof) and to deliver to the
Depositor, the Seller, the Master Servicer and the Certificate Insurer a
certification in the form attached hereto as Exhibit F (a "Pool Certification")
to the effect that, as to each Mortgage Loan listed in the Schedules of Mortgage
Loans (other than any Mortgage Loan paid in full or any Mortgage Loan
specifically identified in such Pool Certification as not covered by such Pool
Certification), (i) all documents required to be delivered to it pursuant to
Section 3.05(b)(i) of this Agreement are in its possession, (ii) such documents
have been reviewed by it and have not been mutilated, damaged or torn and relate
to such Mortgage Loan and (iii) based on its examination and only as to the
foregoing documents, the information set forth in (i), (ii) and (viii) of the
definition of the Schedules of Mortgage Loans, accurately reflects the
information set forth in the File, subject, in each case, to such exceptions as
provided in Section 3.06(b). The Trustee shall have no responsibility for
reviewing any File except as expressly provided in this Section 3.06(a). Without
limiting the effect of the preceding sentence, in reviewing any File, the
Trustee shall have no responsibility for determining whether any document is
valid and binding, whether the text of any assignment is in proper 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, but shall only be required to determine whether a
document has been executed, that it appears to be what it purports to be and,
where applicable, that it purports to be recorded. The Trustee shall be under no
duty or obligation to inspect, review or examine any such documents,
instruments,
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certificates or other papers to determine that they are genuine, enforceable, or
appropriate for the represented purpose or that they are other than what they
purport to be on their face, nor shall the Trustee be under any duty to
determine independently whether there are any intervening assignments or
assumption or modification agreements with respect to any Mortgage Loan.
(b) If the Trustee during such 45-day period finds any document
constituting a part of a File which is not executed, has not been received, or
is unrelated to the Mortgage Loans identified in the Schedules of Mortgage
Loans, or that any Mortgage Loan does not conform to the description thereof as
set forth in the Schedules of Mortgage Loans, the Trustee shall promptly so
notify the Depositor, the Seller, the Certificate Insurer and the Owners. In
performing any such review, the Trustee may conclusively rely on the Seller 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 items delivered by
the Seller pursuant to Section 3.05(b)(i) is limited solely to confirming that
the documents listed in Section 3.05(b)(i) have been executed and received,
relate to the Files identified in the Schedules of Mortgage Loans and conform to
the description thereof in the Schedules of Mortgage Loans. The Seller agrees to
use reasonable efforts to remedy a material defect in a document constituting
part of a File of which it is so notified by the Trustee. If, however, within 30
days after the Trustee's notice to it respecting such defect the Seller has not
remedied the defect and the defect materially and adversely affects the interest
in the related Mortgage Loan of the Owners or of the Certificate Insurer, the
Seller will (or will cause an affiliate of the Seller to) on the next succeeding
Monthly Remittance Date (i) substitute in lieu of such Mortgage Loan a Qualified
Replacement Mortgage Loan and deliver the Substitution Adjustment to the Master
Servicer for deposit in the Collection Account or (ii) purchase such Mortgage
Loan at a purchase price equal to the Loan Purchase Price thereof, which
purchase price shall be delivered to the Master Servicer for deposit in the
Collection Account.
(c) In addition to the foregoing, the Trustee also agrees to make a review
during the 12th month after the Startup Day indicating the current status of the
exceptions previously indicated on the Pool Certification (the "Final
Certification"). After delivery of the Final Certification, the Trustee shall
provide to the Certificate Insurer no less frequently than monthly updated
certifications indicating the then current status of exceptions, until all such
exceptions have been eliminated.
ARTICLE IV
ISSUANCE AND SALE OF CERTIFICATES
Section 4.01 Issuance of Certificates.
On the Startup Day, upon the Trustee's receipt from the Depositor of an
executed Delivery Order in the form set forth as Exhibit G hereto, the Trustee
shall authenticate and deliver the Certificates on behalf of the Trust.
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Section 4.02 Sale of Certificates.
At 10:00 a.m. New York City time on the Startup Day (the "Closing"), at
the offices of Morrison & Hecker L.L.P., 2600 Grand Avenue, Kansas City,
Missouri (or at such other location acceptable to the Seller), the Seller will
sell and convey the Mortgage Loans and the money, instruments and other property
related thereto to the Depositor and the Depositor will sell and convey the
Mortgage Loans and the money, instruments and other property related thereto to
the Trustee, and in payment therefor, the Trustee will deliver (i) to the
Depositor the Class A Certificates with an aggregate Percentage Interest in each
Class equal to 100%, registered in the name of Cede & Co., or in such other
names as the Underwriters shall direct and (ii) to the respective registered
owners thereof, a Class R Certificate with a Percentage Interest equal to
99.999%, registered in the name of the Seller, and a Class R Certificate with a
Percentage Interest equal to .001%, registered in the name of the Trustee. The
Depositor will deliver to the Underwriters the Class A Certificates against
payment of the purchase price thereof by wire transfer of immediately available
funds to the Depositor.
ARTICLE V
CERTIFICATES AND TRANSFER OF INTERESTS
Section 5.01 Terms.
(a) The Certificates are pass-through securities having the rights
described therein and herein. Notwithstanding references herein or therein with
respect to the Certificates to "principal" and "interest", no debt of any Person
is represented thereby, nor are the Certificates or the underlying Notes
guaranteed by any Person (except that the Notes may be recourse to the
Mortgagors thereof to the extent permitted by law and except for the rights of
the Trustee on behalf of the Owners of the Class A Certificates with respect to
the Certificate Insurance Policies). Subject to Section 8.09, the Certificates
are payable solely from payments received on or with respect to the Mortgage
Loans, moneys in the Collection Account, earnings on moneys and the proceeds of
property held as a part of the Trust Estate and, with respect to the Class A
Certificates upon the occurrence of certain events, from Insured Payments. Each
Certificate entitles the Owner thereof to receive monthly on each Distribution
Date, in order of priority of distributions with respect to such Class of
Certificates as set forth in Section 7.03, a specified portion of such payments
with respect to the Mortgage Loans (and, with respect to the Owners of the Class
A Certificates, Insured Payments deposited in the Distribution Account), pro
rata in accordance with such Owner's Percentage Interest.
(b) Each Owner is required, and hereby agrees, to return to the Trustee
any Certificate with respect to which the Trustee has made the final
distribution due thereon. Any such Certificate as to which the Trustee has made
the final distribution thereon shall be deemed cancelled and shall no longer be
Outstanding for any purpose of this Agreement and the related Certificate
Insurance Policy, whether or not such Certificate is ever returned to the
Trustee, except to the extent of a Reimbursement Amount on such Class of
Certificates, in which case the Certificate Insurer will be subrogated to the
rights of such Owner and the Class of Certificate will not be deemed cancelled.
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Section 5.02 Forms.
The Class A-1 Certificates, Class A-2 Certificates, Class A-3
Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6
Certificates and the Class R Certificates shall be in substantially the forms
set forth in Exhibits A and C hereof, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Agreement or as may in the Trustee's judgment be necessary,
appropriate or convenient to comply, or facilitate compliance, with applicable
laws, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required to comply with
the rules of any applicable securities laws or as may, consistently herewith, be
determined by the Authorized Officer of the Trustee executing such Certificates,
as evidenced by his execution thereof.
Section 5.03 Execution, Authentication and Delivery.
Each Certificate shall be executed on behalf of the Trust, by the manual
or facsimile signature of one of the Trustee's Authorized Officers and shall be
authenticated by the manual or facsimile signature of one of the Trustee's
Authorized Officers.
Certificates bearing the manual signature of individuals who were at any
time the proper officers of the Trustee shall, upon proper authentication by the
Trustee, bind the Trust, notwithstanding that such individuals or any of them
have ceased to hold such offices prior to the execution and delivery of such
Certificates or did not hold such offices at the date of authentication of such
Certificates.
The initial Certificates shall be dated as of the Startup Day and
delivered at the Closing to the parties specified in Section 4.02 hereof.
Subsequently issued Certificates will be dated as of the issuance of the
Certificate.
No Certificate shall be valid until executed and authenticated as set
forth above.
Section 5.04 Registration and Transfer of Certificates.
(a) The Trustee shall cause to be kept a register (the "Register") in
which, subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates and the registration of
transfer of Certificates. The Trustee is hereby initially appointed Registrar
for the purpose of registering Certificates and transfers of Certificates as
herein provided. The Certificate Insurer, the Owners and the Trustee shall have
the right to inspect the Register during the Trustee's normal hours and to
obtain copies thereof, and the Trustee shall have the right to rely upon a
certificate executed on behalf of the Registrar by an Authorized Officer thereof
as to the names and addresses of the Owners of the Certificates and the
principal amounts and numbers of such Certificates.
(b) Subject to the provisions of Section 5.08 hereof, upon surrender for
registration of transfer of any Certificate at the office designated as the
location of the Register, upon the direction of the Registrar the Trustee shall
execute, authenticate and deliver, in the name of the designated
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transferee or transferees, one or more new Certificates of a like Class and in
the aggregate principal amount or Percentage Interest of the Certificate so
surrendered.
(c) At the option of any Owner, Certificates of any Class owned by such
Owner may be exchanged for other Certificates authorized of like Class and tenor
and a like aggregate original principal amount or percentage interest and
bearing numbers not contemporaneously outstanding, upon surrender of the
Certificates to be exchanged at the office designated as the location of the
Register. Whenever any Certificate is so surrendered for exchange, upon the
direction of the Registrar, the Trustee shall execute, authenticate and deliver
the Certificate or Certificates which the Owner making the exchange is entitled
to receive.
(d) All Certificates issued upon any registration of transfer or exchange
of Certificates shall be valid evidence of the same ownership interests in the
Trust and entitled to the same benefits under this Agreement as the Certificates
surrendered upon such registration of transfer or exchange.
(e) Every Certificate presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed, by
the Owner thereof or his attorney duly authorized in writing.
(f) No service charge shall be made to an Owner for any registration of
transfer or exchange of Certificates, but the Registrar or Trustee may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Certificates; any other expenses in connection with such transfer or exchange
shall be an expense of the Trust.
(g) It is intended that the Class A Certificates be registered so as to
participate in a global book-entry system with the Depository, as set forth
herein. Each Class of Class A Certificates shall, except as otherwise provided
in Subsection (h), be initially issued in the form of a single fully registered
Class A Certificate of such Class. Upon initial issuance, the ownership of each
such Class A Certificate shall be registered in the Register in the name of Cede
& Co., or any successor thereto, as nominee for the Depository.
On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates,
Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class
A-6 Certificates shall be issued in denominations of no less than $25,000 and
multiples of $1,000 in excess thereof (except that one certificate in each class
may be issued in an amount less than $25,000 or in an integral multiple other
than $1,000).
The Depositor and the Trustee are hereby authorized to execute and deliver
the Representation Letter with the Depository.
With respect to the Class A Certificates registered in the Register in the
name of Cede & Co., as nominee of the Depository, the Certificate Insurer, the
Depositor, the Master Servicer, the Seller and the Trustee shall have no
responsibility or obligation to Direct or Indirect Participants or beneficial
owners for which the Depository holds Class A Certificates from time to time as
a Depository. Without limiting the immediately preceding sentence, the
Depositor, the Certificate
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Insurer, the Master Servicer, the Seller and the Trustee shall have no
responsibility or obligation with respect to (i) the accuracy of the records of
the Depository, Cede & Co., or any Direct or Indirect Participant with respect
to the ownership interest in the Class A Certificates, (ii) the delivery to any
Direct or Indirect Participant or any other Person, other than a registered
Owner of a Class A Certificate as shown in the Register, of any notice with
respect to the Class A Certificates or (iii) the payment to any Direct or
Indirect Participant or any other Person, other than a registered Owner of a
Class A Certificate as shown in the Register, of any amount with respect to any
distribution of principal or interest on the Class A Certificates. No Person
other than a registered Owner of a Class A Certificate as shown in the Register
shall receive a certificate evidencing such Class A Certificate.
Upon delivery by the Depository to the Trustee of written notice to the
effect that the Depository has determined to substitute a new nominee in place
of Cede & Co., and subject to the provisions hereof with respect to the payment
of principal and interest by the mailing of checks or drafts to the registered
Owners of Class A Certificates appearing as registered Owners in the
registration books maintained by the Trustee at the close of business on a
Record Date, the name "Cede & Co." in this Agreement shall refer to such new
nominee of the Depository.
(h) In the event that (i) the Depository or the Depositor advises the
Trustee in writing that the Depository is no longer willing, qualified or able
to discharge properly its responsibilities as nominee and depository with
respect to the Class A Certificates and the Depositor or the Trustee is unable
to locate a qualified successor, (ii) the Depositor at its sole option elects to
terminate the book-entry system through the Depository or (iii) after the
occurrence of an Event of Default, beneficial owners having not less than 51% of
the Voting Rights evidenced by the Class A Certificates advise the Trustee and
the Depository through the Direct Participants in writing that the continuation
of a book-entry system through the Depository is no longer in the best interests
of beneficial owners, the Class A Certificates shall no longer be restricted to
being registered in the Register in the name of Cede & Co. (or a successor
nominee) as nominee of the Depository. At that time, the Depositor may determine
that the Class A Certificates shall be registered in the name of and deposited
with a successor depository operating a global book-entry system, as may be
acceptable to the Depositor and at the Depositor's expense, or such depository's
agent or designee but, if the Depositor does not select such alternative global
book-entry system, then the Class A Certificates may be registered in whatever
name or names registered Owners of Class A Certificates transferring Class A
Certificates shall designate, in accordance with the provisions hereof.
(i) Notwithstanding any other provision of this Agreement to the contrary,
so long as any Class A Certificate is registered in the name of Cede & Co., as
nominee of the Depository, all distributions of principal or interest on such
Class A Certificates and all notices with respect to such Class A Certificates
shall be made and given, respectively, in the manner provided in the
Representation Letter.
Section 5.05 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) 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 (ii) in the case of any mutilated Certificate, such
mutilated Certificate shall first be surrendered to the Trustee, and in the
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case of any destroyed, lost or stolen Certificate, there shall be first
delivered to the Trustee such security or indemnity as may be reasonably
required by it to hold the Trustee and the Certificate Insurer harmless, then,
in the absence of notice to the Trustee or the Registrar that such Certificate
has been acquired by a bona fide purchaser, the Trustee shall execute,
authenticate 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 aggregate principal amount, bearing a number not contemporaneously
outstanding.
Upon the issuance of any new Certificate under this Section, the Registrar
or Trustee may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto; any other expenses
in connection with such issuance shall be an expense of the Trust.
Every new Certificate issued pursuant to this Section in exchange for or
in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute
evidence of a substitute interest in the Trust, and shall be entitled to all the
benefits of this Agreement equally and proportionately with any and all other
Certificates of the same Class duly issued hereunder and such mutilated,
destroyed, lost or stolen Certificate shall not be valid for any purpose.
The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Certificates.
Section 5.06 Persons Deemed Owners.
The Certificate Insurer, the Trustee and any agent of 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 with respect to such
Certificate and for all other purposes whatsoever, and none of the Certificate
Issuer, the Trustee or any agent of the Trustee shall be affected by notice to
the contrary.
Section 5.07 Cancellation.
All Certificates surrendered for registration of transfer or exchange
shall, if surrendered to any Person other than the Trustee, be delivered to the
Trustee and shall be promptly cancelled by it. No Certificate shall be
authenticated in lieu of or in exchange for any Certificate cancelled as
provided in this Section, except as expressly permitted by this Agreement. All
cancelled Certificates may be held by the Trustee in accordance with its
standard retention policy.
Section 5.08 Limitation on Transfer of Ownership Rights.
(a) No sale or other transfer of record or beneficial ownership of a Class
R Certificate (whether pursuant to a purchase, a transfer resulting from a
default under a secured lending agreement or otherwise) shall be made to a
Disqualified Organization or an agent of a Disqualified Organization. The
transfer, sale or other disposition of a Class R Certificate (whether pursuant
to a purchase, a transfer resulting from a default under a secured lending
agreement or otherwise) to a
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Disqualified Organization shall be deemed to be of no legal force or effect
whatsoever and such transferee shall not be deemed to be an Owner for any
purpose hereunder, including, but not limited to, the receipt of distributions
on such Class R Certificate. Furthermore, in no event shall the Trustee accept
surrender for transfer or registration of transfer, or register the transfer, of
any Class R Certificate or authenticate and make available any new Class R
Certificate unless the Trustee has received an affidavit from the proposed
transferee in the form attached hereto as Exhibit H. Each holder of a Class R
Certificate, by his acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Section 5.08(a).
(b) No other sale or other transfer of record or beneficial ownership of a
Class R Certificate shall be made unless such transfer is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws or is made in accordance with said Act and laws. In the event
such a transfer is to be made within three years from the Startup Day, (i) the
Trustee shall require a written opinion of counsel acceptable to and in form and
substance satisfactory to the Depositor, the Registrar, the Trustee and the
Certificate Insurer in the event that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which opinion of
counsel shall not be an expense of the Trustee, the Trust Estate, the Registrar,
the Master Servicer, the Seller, the Depositor or the Certificate Insurer, and
(ii) the Trustee shall require the transferee to execute an investment letter
acceptable to and in form and substance satisfactory to the Depositor, the
Registrar, the Trustee and the Certificate Insurer (which may be in
substantially the same form as Exhibit N attached hereto) certifying to the
Trustee, the Certificate Insurer, the Registrar and the Depositor the facts
surrounding such transfer, which investment letter shall not be an expense of
the Trustee, the Trust Estate, the Certificate Insurer, the Registrar, the
Master Servicer, the Seller or the Depositor. The Owner of a Class R Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Certificate Insurer, the Depositor, the Servicer, the Registrar and
the Seller 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.
(c) No transfer of a Class R Certificate shall be made unless the
Registrar and Trustee shall have received either: (i) a representation letter
from the transferee of such Class R Certificate, acceptable to and in form and
substance satisfactory to the Registrar (which may be in substantially the same
form as Exhibit O attached hereto), to the effect that such transferee is not an
employee benefit plan subject to Section 406 of ERISA or a plan or other
arrangement subject to Section 406 of ERISA or a plan or other arrangement
subject to Section 4975 of the Code (collectively, a "Plan"), or is not acting
on behalf of any Plan and is not using the assets of any Plan to effect such
transfer or in the case of an insurance company purchasing such Certificates,
with funds from its general account, the transfer is covered by the Prohibited
Transaction Class Exemption 95-60 or (ii) in the event that any Class R
Certificate is purchased by a Plan, or by a person or entity acting on behalf of
any Plan or using the assets of any Plan to effect such transfer, an opinion of
counsel, acceptable to and in form and substance satisfactory to the Depositor,
the Trustee, the Certificate Insurer and the Registrar, which opinion of counsel
shall not be at the expense of the Trustee or the Trust, to the effect that the
purchase or holding of any Class R Certificates will not result in the assets of
the Trust being deemed to be "plan assets," will not cause the Trust to be
subject to the fiduciary requirements and prohibited transaction provisions of
ERISA and the Code, and will not subject the Depositor, Seller, Registrar,
Master Servicer, Certificate Insurer or the Trustee to any
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obligation or liability in addition to those expressly undertaken under this
Agreement. Notwithstanding anything else to the contrary herein, any purported
transfer of a Certificate to or on behalf of any Plan without the delivery to
the Trustee and the Certificate Insurer of an opinion of counsel as described
above shall be null and void and of no effect.
(d) No sale or other transfer of any Class A Certificate may be made to an
affiliate of the Seller unless the Trustee and the Certificate Insurer shall
have been furnished with an opinion of counsel, at the expense of the Seller
acceptable to the Certificate Insurer and the Trustee experienced in federal
bankruptcy matters to the effect that such sale or transfer would not adversely
affect the character of the conveyance of the Mortgage Loans to the Trust as a
sale. To the extent any payment to an Owner of a Class A Certificate constitutes
an Insured Payment, such payment will not be made to the Seller, the Depositor
or the Master Servicer or any Sub-Servicer. The Class R Certificate issued to
the Trustee on the Startup Day may not be transferred or sold to any Person,
except to a Person who accepts the appointment of Tax Matters Person pursuant to
Section 11.18 hereof. The Master Servicer shall cause all Class R Certificates,
other than the Tax Matters Certificate, to be owned by the Master Servicer, H&R
Block, Inc. or any entity wholly owned by one of them (including the Seller),
for a period of at least three years from the Closing Date. The Master Servicer
agrees that neither H&R Block, Inc. nor the Master Servicer will sell, transfer,
mortgage, pledge or in any manner hypothecate their economic interest in the
Class R Certificates to any Person other than the Persons permitted in the
preceding sentence during the foregoing period.
Section 5.09 Assignment of Rights.
An Owner may pledge, encumber, hypothecate or assign all or any part of
its right to receive distributions hereunder, but such pledge, encumbrance,
hypothecation or assignment shall not constitute a transfer of an ownership
interest sufficient to render the transferee an Owner of the Trust without
compliance with the provisions of Section 5.04 and Section 5.08 hereof.
ARTICLE VI
COVENANTS
Section 6.01 Distributions.
On each Distribution Date, the Trustee will withdraw amounts from the
Distribution Account and make the distributions with respect to the Certificates
in accordance with the terms of the Certificates and this Agreement. Such
distributions shall be made (i) by check or draft mailed on each Distribution
Date or (ii) if requested by any Owner of (A) a Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 or Class A-6 Certificate having an original principal
balance of not less than $1,000,000 or (B) a Class R Certificate having a
Percentage Interest of not less than 10% in writing not later than five Business
Days prior to the applicable Record Date (which request does not have to be
repeated unless it has been withdrawn), to such Owner by wire transfer to an
account within the United States designated no later than five Business Days
prior to the related Record Date, made on each Distribution Date, in each case
to each Owner of record on the immediately preceding Record Date.
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Section 6.02 Money for Distributions to Be Held in Trust;
Withholding.
(a) All payments of amounts due and payable with respect to any
Certificate that are to be made from amounts withdrawn from the Distribution
Account or from Insured Payments shall be made by and on behalf of the Trustee,
and no amounts so withdrawn from the Distribution Account for payments of
Certificates and no Insured Payment shall be paid over to the Trustee except as
provided in this Section.
(b) Whenever the Trustee has appointed one or more Paying Agents pursuant
to Section 11.15 hereof, the Trustee will, on the Business Day immediately
preceding each Distribution Date, cause to be deposited with such Paying Agents
in immediately available funds an aggregate sum sufficient to pay the amounts
then becoming due (to the extent funds are then available for such purpose in
the Distribution Account for the Class to which such amounts are due) such sum
to be held in trust for the benefit of the Owners entitled thereto.
(c) The Trustee may at any time direct any Paying Agent to pay to the
Trustee all sums held in trust by such Paying Agent, such sums to be held by the
Trustee upon the same trusts as those upon which the sums were held by such
Paying Agent; and upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.
(d) Each Paying Agent, including the Trustee on behalf of the Trust, shall
comply with all requirements of the Code and applicable state and local law with
respect to the withholding from any distributions made by it to any Owner of any
applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.
(e) Any money held by the Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Class A Certificate and remaining
unclaimed by the Owner of such Class A Certificate for the period then specified
in the escheat laws of the State of New York after such amount has become due
and payable shall be discharged from such trust and be paid to the Owners of the
Class R Certificates; and the Owner of such Class A Certificate shall
thereafter, as an unsecured general creditor, look only to the Owners of the
Class R Certificates for payment thereof (but only to the extent of the amounts
so paid to the Owners of the Class R Certificates) and all liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Trustee or such Paying Agent before being
required to make any such payment, may, at the expense of the Trust, cause to be
published once, in the eastern edition of The Wall Street Journal, notice that
such money remains unclaimed and that, after a date specified therein, which
shall be not fewer than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to the Owners of the Class R
Certificates. The Trustee shall, at the direction of the Owners of a majority of
the Percentage Interest in the Class R Certificates also adopt and employ, at
the expense of the Trust, any other reasonable means of notification of such
payment (including but not limited to mailing notice of such payment to Owners
whose right to or interest in moneys due and payable but not claimed is
determinable from the records of the Registrar, the Trustee or any Paying Agent,
at the last address of record for each such Owner).
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Section 6.03 Protection of Trust Estate.
(a) The Trustee will hold the Trust Estate in trust for the benefit of the
Owners and the Certificate Insurer and, upon request of the Certificate Insurer
or, with the consent of the Certificate Insurer, at the request of the
Depositor, will from time to time execute and deliver all such supplements and
amendments hereto pursuant to Section 11.14 hereof and all instruments of
further assurance and other instruments, and will take such other action upon
such request from the Depositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust
Estate;
(ii) perfect, publish notice of, or protect the validity of any grant
made or to be made by this Agreement;
(iii) enforce any of the Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of
the Trustee, and the ownership interests of the Owners and the Certificate
Insurer represented thereby, in such Trust Estate against the claims of all
Persons and parties.
The Trustee shall send copies of any request received from the Certificate
Insurer or the Depositor to take any action pursuant to this Section 6.03 to the
other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce, the
obligations and rights of the other parties to this Agreement, and of the
Certificate Insurer or the Owners, by action, suit or proceeding at law or in
equity, and shall also have the power to enjoin, by action or suit in equity,
any acts or occurrences which may be unlawful or in violation of the rights of
the Certificate Insurer as such rights are set forth in this Agreement;
provided, however, that nothing in this Section shall require any action by the
Trustee unless the Trustee shall first (i) have been furnished indemnity
satisfactory to it and (ii) when required by this Agreement, have been requested
by the Certificate Insurer or the Owners of a majority of the Percentage
Interests represented by the Class A Certificates then Outstanding with the
consent of the Certificate Insurer or, if there are no longer any Class A
Certificates then Outstanding, by such majority of the Percentage Interests
represented by the Class R Certificates; provided, further, however, that if
there is a dispute with respect to payments under the Certificate Insurance
Policies, the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this
Section so long as such instrument does not conflict with this Agreement or with
the Trustee's fiduciary duties hereunder, or adversely affect its rights and
immunities hereunder.
Section 6.04 Performance of Obligations.
The Trustee will not take any action that would release any Person from
any of such Person's covenants or obligations under any instrument or document
relating to the Certificates or which would result in the amendment,
hypothecation, subordination, termination or discharge of, or
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impair the validity or effectiveness of, any such instrument or document, except
as expressly provided in this Agreement or such other instrument or document.
The Trustee may contract with other Persons to assist it in performing its
duties hereunder pursuant to Section 10.03(g).
Section 6.05 Negative Covenants.
The Trustee will not permit the Trust to:
(i) sell, transfer, exchange or otherwise dispose of any of the Trust
Estate except as expressly permitted by this Agreement;
(ii) claim any credit on, or make any deduction from the distributions
payable in respect of, the Certificates (other than amounts properly
withheld from such payments under the Code) or assert any claim against any
present or former Owner by reason of the payment of any taxes levied or
assessed upon any of the Trust Estate;
(iii) incur, assume or guaranty any indebtedness of any Person except
pursuant to this Agreement;
(iv) dissolve or liquidate in whole or in part, except pursuant to
Article IX hereof; or
(v) (A) permit the validity or effectiveness of this Agreement to be
impaired, or permit any Person to be released from any covenants or
obligations with respect to the Trust or to the Certificates under this
Agreement, except as may be expressly permitted hereby or (B) permit any
lien, charge, adverse claim, security interest, mortgage or other
encumbrance to be created on or extend to or otherwise arise upon or burden
the Trust Estate or any part thereof or any interest therein or the
proceeds thereof.
Section 6.06 No Other Powers.
The Trustee will not permit the Trust to engage in any business activity
or transaction other than those activities permitted by Section 2.03 hereof.
Section 6.07 Limitation of Suits.
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to this Agreement or the Certificate Insurance Policies,
or for the appointment of a receiver or trustee of the Trust, or for any other
remedy with respect to an event of default hereunder, unless:
(1) such Owner has previously given written notice to the Depositor, the
Certificate Insurer and the Trustee of such Owner's intention to
institute such proceeding;
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(2) the Owners of not less than 25% of the Percentage Interests
represented by the Class A Certificates then Outstanding or, if there
are no Class A Certificates then Outstanding, by such percentage of
the Percentage Interests represented by the Class R Certificates,
shall have made written request to the Trustee to institute such
Proceeding in its own name as Trustee establishing the Trust;
(3) such Owner or Owners have offered to the Trustee reasonable indemnity
against the costs, expenses and liabilities to be incurred in
compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity has failed to institute such proceeding;
(5) as long as any Class A Certificates are Outstanding, the Certificate
Insurer consented in writing thereto (unless the Certificate Insurer
is the party against whom the proceeding is directed); and
(6) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Owners of a majority of
the Percentage Interests represented by the Class A Certificates or,
if there are no Class A Certificates then Outstanding, by such
majority of the Percentage Interests represented by the Class R
Certificates;
it being understood and intended that no one or more Owners shall have any right
in any manner whatever by virtue of, or by availing themselves of, any provision
of this Agreement to affect, disturb or prejudice the rights of any other Owner
of the same Class or to obtain or to seek to obtain priority or preference over
any other Owner of the same Class or to enforce any right under this Agreement,
except in the manner herein provided and for the equal and ratable benefit of
all the Owners of the same Class.
In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Owners, each representing less
than a majority of the applicable Class of Certificates and each conforming to
clauses (1)-(6) of this Section 6.07, the Certificate Insurer in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provision of this Agreement (unless the Certificate Insurer is the
party against whom the proceeding is directed).
Section 6.08 Unconditional Rights of Owners to Receive Distributions.
Notwithstanding any other provision in this Agreement, the Owner of any
Certificate shall have the right, which is absolute and unconditional, to
receive distributions to the extent provided herein and therein with respect to
such Certificate or, subject to Section 6.07, to institute suit for the
enforcement of any such distribution, and such right shall not be impaired
without the consent of such Owner.
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Section 6.09 Rights and Remedies Cumulative.
Except as otherwise provided herein, no right or remedy herein conferred
upon or reserved to the Trustee, the Certificate Insurer or the Owners is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. Except as otherwise provided herein, the assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.
Section 6.10 Delay or Omission Not Waiver.
No delay of the Trustee, the Certificate Insurer or any Owner of any
Certificate to exercise any right or remedy under this Agreement with respect to
any event described in Section 8.20(a) or (b) shall impair any such right or
remedy or constitute a waiver of any such event or an acquiescence therein.
Every right and remedy given by this Article VI or by law to the Trustee, the
Certificate Insurer or the Owners may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee, the Certificate Insurer or the
Owners, as the case may be.
Section 6.11 Control by Owners.
The Certificate Insurer or the Owners of a majority of the Percentage
Interests represented by the Class A Certificates then Outstanding with the
consent of the Certificate Insurer or, if there are no longer any Class A
Certificates then Outstanding, by such majority of the Percentage Interests
represented by the Class R Certificates then Outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Certificates or exercising any trust or power
conferred on the Trustee with respect to the Certificates or the Trust Estate,
including, but not limited to, those powers set forth in Section 6.03 and
Section 8.20 hereof, provided that:
(i) such direction shall not be in conflict with any rule of law or
with this Agreement;
(ii) the Trustee shall have been provided with indemnity
satisfactory to it; and
(iii)the Trustee may take any other action deemed proper by the
Trustee, as the case may be, which is not inconsistent with such
direction; provided, however, that the Trustee need not take any
action which it determines might involve it in liability or may
be unjustly prejudicial to the Owners not so directing.
Section 6.12 Indemnification.
The Depositor agrees to indemnify and hold the Trustee, the Certificate
Insurer and each Owner 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 Certificate Insurer and any Owner
may sustain in any way related to the negligent or willful failure of the
Depositor to perform its duties in compliance with the terms of this Agreement.
The Depositor shall
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immediately notify the Trustee, the Certificate Insurer and each Owner if such a
claim is made by a third party with respect to this Agreement, and the Depositor
shall assume (with the consent of the Trustee) the defense of any such claim and
pay all expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Master Servicer, the Seller, the Trustee, the Certificate Insurer
and/or any Owner in respect of such claim. The Trustee shall reimburse the
Depositor from amounts distributable pursuant to Section 7.03(c)(iii)(G) for all
amounts advanced by it pursuant to the preceding sentence, except when the claim
relates directly to the failure of the Depositor to perform its duties in
compliance with the terms of this Agreement based upon an opinion of counsel (at
the expense of the Depositor) delivered to the Trustee and the Certificate
Insurer. In addition to the foregoing, the Seller agrees to indemnify and hold
the Trustee, the Certificate Insurer and each Owner harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and other costs, fees and expenses that the Trustee, the Certificate
Insurer and any Owner may sustain in any way related to the breach by the Seller
of its representations and warranties set forth in Section 3.04(a) hereof with
respect to a Mortgage Loan if such Mortgage Loan is subject to the requirements
of 12 C.F.R. ss. 226.32, as amended. The provisions of this Section 6.12 shall
survive the termination of this Agreement and the resignation or removal of the
Trustee hereunder and the payment of the outstanding Certificates.
Section 6.13 Access to Owners' Names and Addresses. (a) Upon written
request of the Master Servicer, the Trustee will provide to the Master Servicer,
within 15 days after receipt of such request, a list of the names and addresses
of all Owners of record as of the most recent Record Date. Upon written request
by three or more Owners of the Class A Certificates who in aggregate hold
Certificates that evidence not less than 25% of the aggregate Class A
Certificate Principal Balance and such request is accompanied by a copy of the
communication that such Owners propose to transmit, the Trustee or the
Certificate Registrar will provide such Owners with a list of the names and
addresses of all Owners of record as of the most recent Record Date.
(b) Every Owner, by receiving and holding such list, agrees with the
Trustee that the Trustee shall not be held accountable in any way by reason of
the disclosure of any information as to the names and addresses of the Owners
hereunder, regardless of the source from which such information was derived.
ARTICLE VII
ACCOUNTS, DISBURSEMENTS AND RELEASES
Section 7.01 Collection of Money.
Except as otherwise expressly provided herein, the Trustee shall demand
payment or delivery of all money and other property payable to or receivable by
the Trustee pursuant to this Agreement or the Certificate Insurance Policies,
including (a) all payments due on the Mortgage Loans in accordance with the
respective terms and conditions of such Mortgage Loans and required to be paid
over to the Trustee by the Master Servicer or by any Sub-Servicer and (b)
Insured Payments. The Trustee shall hold all such money and property received by
it, other than pursuant to
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or as contemplated by Section 6.02(e) hereof, as part of the Trust Estate and
shall apply it as provided in this Agreement.
Section 7.02 Establishment of Accounts.
(a) The Depositor shall cause to be established on the Startup Day, and
the Trustee shall maintain the Distribution Account, which is to be held as an
Eligible Account by the Trustee on behalf of the Owners, the Trustee and the
Certificate Insurer, as their interests may appear.
(b) [Reserved.]
(c) On the Monthly Remittance Date the Trustee shall determine (subject to
the terms of Section 10.03(j) hereof, based solely on information provided to it
by the Master Servicer), with respect to the related Distribution Date, the
amount that is to be on deposit in the Distribution Account as of such
Distribution Date for the Fixed Rate Group (disregarding the amount of any
Insured Payments as well as any amounts that cannot be distributed to the Owners
of the Class A Certificates, if any, by the Trustee as a result of a proceeding
under the United States Bankruptcy Code), which amount will be equal to the sum
of (x) the amount on deposit therein with respect to the Fixed Rate Group
excluding the amount of any Total Monthly Excess Cashflow from the Fixed Rate
Group included in such amount plus (y) any amount of Total Monthly Excess
Cashflow from either Loan Group to be applied on such Distribution Date to the
Group 1 Certificates. The amount described in clause (x) of the preceding
sentence with respect to each Distribution Date is the "Group 1 Available
Funds"; the sum of the amounts described in clauses (x) and (y) of the preceding
sentence with respect to each Distribution Date is the "Group 1 Total Available
Funds."
(d) On the Monthly Remittance Date the Trustee shall determine (subject to
the terms of Section 10.03(j) hereof, based solely on information provided to it
by the Master Servicer), with respect to the related Distribution Date, the
amount that is to be on deposit in the Distribution Account as of such
Distribution Date for the Adjustable Rate Group (disregarding the amount of any
Insured Payments as well as any amounts that cannot be distributed to the Owners
of the Class A Certificates, if any, by the Trustee as a result of a proceeding
under the United States Bankruptcy Code), which amount will be equal to the sum
of (x) the amount on deposit therein with respect to the Adjustable Rate Group
excluding the amount of any Total Monthly Excess Cashflow from the Adjustable
Rate Group included in such amount plus (y) any amount of Total Monthly Excess
Cashflow from either Loan Group to be applied on such Distribution Date to the
Group 2 Certificates. The amount described in clause (x) of the preceding
sentence with respect to each Distribution Date is the "Group 2 Available
Funds"; the sum of the amounts described in clauses (x) and (y) of the preceding
sentence with respect to each Distribution Date is the "Group 2 Total Available
Funds." Collectively, the Group 1 Total Available Funds and the Group 2 Total
Available Funds are the "Total Available Funds."
Section 7.03 Flow of Funds.
(a) With respect to the Fixed Rate Group, the Trustee shall deposit into
the Distribution Account, without duplication, upon receipt, any Insured
Payments relating to such Group, the proceeds of any liquidation of the assets
of the Trust insofar as such assets relate to the Fixed Rate
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Group, all remittances made to the Trustee pursuant to Section 8.08(d)(ii)
insofar as such assets relate to the Fixed Rate Group, and the Group 1 Monthly
Remittance Amount, to the extent remitted by the Master Servicer.
(b) With respect to the Adjustable Rate Group, the Trustee shall deposit
to the Distribution Account, without duplication, upon receipt, any Insured
Payments relating to such Group, the proceeds of any liquidation of the assets
of the Trust insofar as such assets relate to the Adjustable Rate Group, all
remittances made to the Trustee pursuant to Section 8.08(d)(ii) insofar as such
assets relate to the Adjustable Rate Group and the Group 2 Monthly Remittance
Amount, to the extent remitted by the Master Servicer.
(c) With respect to the Distribution Account, on each Distribution Date,
the Trustee shall make the following allocations, disbursements and transfers
for each Mortgage Loan Group from amounts deposited therein pursuant to
subsections (a) and (b), respectively, in the following order of priority, and
each such allocation, transfer and disbursement shall be treated as having
occurred only after all preceding allocations, transfers and disbursements have
occurred:
(i) first, on each Distribution Date, the Trustee shall allocate an amount
equal to the sum of (x) the Total Monthly Excess Spread with respect to such
Mortgage Loan Group and Distribution Date plus (y) any Subordination Reduction
Amount with respect to such Mortgage Loan Group and Distribution Date (such sum
being the "Total Monthly Excess Cashflow" with respect to such Mortgage Loan
Group and Distribution Date) with respect to such Mortgage Loan Group in the
following order of priority:
(A) first, such Total Monthly Excess Cashflow with respect to each
Mortgage Loan Group shall be allocated to the payment of the
related Class A Distribution Amount pursuant to clauses (iii)(C)
or (iii)(D), as applicable, below on such Distribution Date with
respect to the related Mortgage Loan Group in an amount equal to
the amount, if any, by which (x) the related Class A Distribution
Amount (calculated for this purpose only by reference to clause
(b) of the definition of the Group 1 Principal Distribution
Amount or Group 2 Principal Distribution Amount, as the case may
be, and without any Subordination Increase Amount with respect to
the related Mortgage Loan Group) for such Distribution Date
exceeds (y) the Available Funds with respect to such Mortgage
Loan Group for such Distribution Date (the amount of such
difference being the "Group 1 Available Funds Shortfall" with
respect to the Fixed Rate Group, and the "Group 2 Available Funds
Shortfall" with respect to the Adjustable Rate Group);
(B) second, any portion of the Total Monthly Excess Cashflow with
respect to such Mortgage Loan Group remaining after the
allocation described in clause (A) above shall be allocated
against any Available Funds Shortfall with respect to the other
Mortgage Loan Group;
(C) third, any portion of the Total Monthly Excess Cashflow with
respect to such Mortgage Loan Group remaining after the
allocations described in clauses
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(A) and (B) above shall be disbursed to the Certificate Insurer
in respect of amounts owed on account of any Reimbursement Amount
with respect to the related Mortgage Loan Group; and
(D) fourth, any portion of the Total Monthly Excess Cashflow with
respect to such Mortgage Loan Group remaining after the
allocations described in clauses (A), (B) and (C) above shall be
disbursed to the Certificate Insurer in respect of any
Reimbursement Amount with respect to the other Mortgage Loan
Group;
(ii) second, on each Distribution Date, the Trustee shall apply the
amount, if any, of the Total Monthly Excess Cashflow with respect to
a Mortgage Loan Group on a Distribution Date remaining after the
allocations described in clause (i) above (the "Net Monthly Excess
Cashflow") for such Mortgage Loan Group and Distribution Date in the
following order of priority:
(A) first, such Net Monthly Excess Cashflow shall be used to reduce
to zero, through the allocation of a Subordination Increase
Amount to the payment of the related Class A Distribution Amount
pursuant to clause (iii)(D) below, any Subordination Deficiency
Amount with respect to the related Mortgage Loan Group as of such
Distribution Date;
(B) second, any Net Monthly Excess Cashflow remaining after the
application described in clause (A) above shall be used to reduce
to zero, through the allocation of a Subordination Increase
Amount to the payment of the related Class A Distribution Amount
pursuant to clause (iii)(D) below, the Subordination Deficiency
Amount, if any, with respect to the other Mortgage Loan Group;
and
(C) third, any Net Monthly Excess Cashflow remaining after the
applications described in clauses (A) and (B) above shall be paid
to the Master Servicer to the extent of any unreimbursed
Delinquency Advances and unreimbursed Servicing Advances;
(iii)third, following the making by the Trustee of all allocations,
transfers and disbursements described above under this subsection
(c), from amounts (including any related Insured Payment, the
proceeds of which will be applied solely to the payment of the amount
specified in clauses (C) and (D) below) then on deposit in the
Distribution Account with respect to the related Mortgage Loan Group,
the Trustee shall distribute:
(A) to the Certificate Insurer, on each Distribution Date for the
related Mortgage Loan Group, beginning with the Distribution Date
which occurs in January 2000, the prorated Insurance Premium
Amount determined by the relative Certificate Principal Balance
of the related Classes of Class A Certificates for such
Distribution Date;
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(B) to the Trustee, the Trustee Fees with respect to such Mortgage
Loan Group then due;
(C) to the Owners of the Class A Certificates of the related Mortgage
Loan Group, the Group 1 Current Interest or Group 2 Current
Interest, as applicable, on a pro rata basis without any priority
among such Class A Certificates, until the applicable Class A
Certificate Termination Date;
(D) to the Owners of the related Class of Class A Certificates, (I)
the Group 1 Principal Distribution Amount shall be distributed as
follows: (a) first, to Owners of Class A-4 Certificates, in an
amount equal to the Class A-4 Lockout Distribution Amount, (b)
second, to the Owners of the Class A-1 Certificates until the
Class A-1 Certificate Termination Date, (c) third, to the Owners
of the Class A-2 Certificates until the Class A-2 Certificate
Termination Date, (d) fourth, to the Owners of the Class A-3
Certificates until the Class A-3 Certificate Termination Date and
(e) fifth, to the Owners of the Class A-4 Certificates until the
Class A-4 Certificate Termination Date and (II) the Group 2
Principal Distribution Amount shall be distributed as follows:
(a) first, to the Owners of the Class A-5 Certificates until the
Class A-5 Certificate Termination Date and (b) second, to the
Owners of the Class A-6 Certificates until the Class A-6
Certificate Termination Date;
(E) to the Owners of the Class A-6 Certificates, the Basis Risk
Carryover Amount outstanding on such Distribution Date;
(F) to the Owners of the related Class of Class A Certificates, any
Net Prepayment Interest Shortfalls or the interest portion of
reductions due to the Relief Act incurred by such Class of
Certificates which remain outstanding on such Distribution Date,
on a pro rata basis among such Classes of Certificates;
(G) to the Depositor and the Master Servicer to the extent of costs,
expenses and liabilities incurred pursuant to Sections 6.12 and
8.05, respectively;
(H) to the Owners of the Class R Certificates, any amounts remaining
in the Distribution Account.
(d) Notwithstanding Section 7.03(c) above, on any Distribution Date during
the continuance of any Certificate Insurer Default:
(i) Any amounts otherwise payable to the Certificate Insurer as
Insurance Premium Amounts or Reimbursement Amounts shall be
retained in the Distribution Account as Total Available Funds;
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(ii) If there is a Subordination Deficit for the Fixed Rate Group,
then the Group 1 Principal Distribution Amount for such
Distribution Date shall be distributed pro rata to the Owners of
any Outstanding Group 1 Certificates on such Distribution Date;
and
(iii)If there is a Subordination Deficit for the Adjustable Rate
Group, then the Group 2 Principal Distribution Amount for such
Distribution Date shall be distributed pro rata to the Owners of
any Outstanding Group 2 Certificates on such Distribution Date.
(e) Notwithstanding clause (c)(iii) above, the aggregate amounts
distributed on all Distribution Dates to the Owners of the Class A Certificates
on account of principal pursuant to clause (c)(iii)(D) shall not exceed the
original Certificate Principal Balance of the related Certificates.
(f) Upon receipt of Insured Payments from the Certificate Insurer on
behalf of the Owners of the Class A Certificates, the Trustee shall deposit such
Insured Payments in the Distribution Account and shall distribute such Insured
Payments, or the proceeds thereof, (i) in the case of the Group 1 Certificates,
through the Distribution Account to the Owners of such Certificates and (ii) in
the case of the Group 2 Certificates, through the Distribution Account to the
Owners of such Certificates.
(g) Anything herein to the contrary notwithstanding, any payment with
respect to principal of or interest on any of the Class A Certificates which is
made with moneys received pursuant to the terms of a Certificate Insurance
Policy shall not be considered payment of such Certificates from the Trust and
shall not result in the payment of or the provision for the payment of the
principal of or interest on such Certificates within the meaning of Section
7.03. The Depositor, the Master Servicer and the Trustee acknowledge, and each
Owner by its acceptance of a Certificate agrees, that without the need for any
further action on the part of the Certificate Insurer, the Depositor, the Master
Servicer, the Trustee or the Registrar (a) to the extent the Certificate Insurer
makes payments, directly or indirectly, on account of principal of or interest
on any Class A Certificates to the Owners of such Certificates, the Certificate
Insurer will be fully subrogated to the rights of such Owners and (b) the
Certificate Insurer shall be paid such principal and interest only from the
sources and in the manner provided herein for the payment of such principal and
interest. In the event that the Owners of the Class A Certificates shall have
received the full amount of the Class A Distribution Amount for such
Distribution Date, the Certificate Insurer shall be entitled to receive the
related Reimbursement Amount pursuant to Section 7.03(c)(i) hereof. The Trustee
or Paying Agent shall (i) receive as attorney-in-fact of each Owner of Class A
Certificates any Insured Payment from the Certificate Insurer and (ii) disburse
the same to the Owners of the related Class A Certificates as set forth in
Section 7.03(c)(iii).
It is understood and agreed that the intention of the parties is that the
Certificate Insurer shall not be entitled to receive all or any portion of
Reimbursement Amounts unless on such Distribution Date the Owners of the Class A
Certificates shall also have received the full amount of the Class A
Distribution Amount for such Distribution Date.
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The rights of the Owners to receive distributions from the proceeds of the
Trust Estate, and all ownership interests of the Owners in such distributions,
shall be as set forth in this Agreement. In this regard, all rights of the
Owners of the Class R Certificates to receive distributions in respect of the
Class R Certificates, and all ownership interests of the Owners of the Class R
Certificates in and to such distributions, shall be subject and subordinate to
the preferential rights of the holders of the Class A Certificates to receive
distributions thereon and the ownership interests of such Owners in such
distributions, as described herein. In accordance with the foregoing, the
ownership interests of the Owners of the Class R Certificates in amounts
deposited in the Accounts from time to time shall not vest unless and until such
amounts are distributed in respect of the Class R Certificates in accordance
with the terms of this Agreement. Notwithstanding anything contained in this
Agreement to the contrary, the Owners of the Class R Certificates shall not be
required to refund any amount properly distributed on the Class R Certificates
pursuant to this Section 7.03.
Section 7.04 [Reserved]
Section 7.05 Investment of Accounts.
(a) Consistent with any requirements of the Code, all or a portion of the
Distribution Account held by the Trustee for the benefit of the Owners shall be
invested and reinvested by the Trustee in the name of the Trustee for the
benefit of the Owners and the Certificate Insurer, as directed in writing by the
Master Servicer, in one or more Permitted Investments bearing interest or sold
at a discount. If the Master Servicer shall have failed to give investment
directions to the Trustee then the Trustee shall invest in money market or
common trust funds described in Section 7.07(h) to be redeemable without penalty
no later than the Business Day immediately preceding the next Distribution Date.
The bank serving as Trustee or any affiliate thereof may be the obligor on or
investment manager of any investment which otherwise qualifies as an Permitted
Investment. No investment in any Account shall mature later than the Business
Day immediately preceding the next Distribution Date.
(b) If any amounts are needed for disbursement from any Account held by
the Trustee and sufficient uninvested funds are not available to make such
disbursement, the Trustee shall cause to be sold or otherwise converted to cash
a sufficient amount of the investments in such Account. No investments will be
liquidated prior to maturity unless the proceeds thereof are needed for
disbursement.
(c) Subject to Section 10.01 hereof, the Trustee shall not in any way be
held liable by reason of any insufficiency in any Account held by the Trustee
resulting from any loss on any Permitted Investment included therein (except to
the extent that the bank serving as Trustee is the obligor thereon).
(d) All income or other gain from investments in any Account held by the
Trustee shall be deposited in such Account immediately on receipt, and any loss
resulting from such investments shall be charged to such Account, as
appropriate, subject to the provisions of Section 7.05(e) and Section 8.08(b)
requiring that the Master Servicer contribute funds in an amount equal to such
loss into the Distribution Account or the Collection Account, as applicable, and
permitting the Master
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Servicer to retain or receive all income or gain with respect to investments of
funds on the Distribution Account or the Collection Account, as applicable.
(e) Any investment earnings on funds held in the Distribution Account
shall be for the account of the Master Servicer and may only be disbursed by the
Trustee from the Distribution Account to the Master Servicer following maturity
of the related investments. Prior to each Distribution Date, the Master Servicer
shall deposit into the Distribution Account the net amount of any investment
losses on such funds during the period from and after the related Monthly
Remittance Date to but not including such Distribution Date. Any references
herein to amounts on deposit in the Distribution Account shall refer to amounts
net of such investment earnings.
Section 7.06 Payment of Trust Expenses.
(a) The Trustee shall make demand on the Master Servicer to pay the amount
of the reasonable expenses of the Trust (other than payments of premiums to the
Certificate Insurer) (including Trustee's fees and expenses not covered by
Section 7.03(c)(iii)(B)) and the Master Servicer shall promptly pay such
reasonable expenses directly to the Persons to whom such amounts are due.
(b) The Master Servicer shall pay directly the reasonable fees and
expenses of counsel to the Trustee.
Section 7.07 Permitted Investments.
The following are Permitted Investments:
(a) direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and interest
by, the United States or any agency or instrumentality thereof, provided such
obligations are backed by the full faith and credit of the United States,
Federal Housing Administration debentures, FHLMC senior debt obligations and
FNMA senior debt obligations, but excluding any of such securities whose terms
do not provide for payment of a fixed dollar amount upon maturity or call for
redemption;
(b) Consolidated senior debt obligations of any Federal Home Loan Banks;
(c) Federal funds, certificates of deposit, time deposits, and bankers'
acceptances (having original maturities of not more than 365 days) of any
domestic bank, the short-term debt obligations of which have been rated A-1 or
better by Standard & Poor's and P-1 or better by Moody's;
(d) Deposits of any bank or savings and loan association (the long-term
deposit rating of which is Baa3 or better by Moody's and BBB or better by
Standard & Poor's) which has combined capital, surplus and undivided profits of
at least $50,000,000 and which deposits are insured by the FDIC and held up to
the limits insured by the FDIC;
(e) Investment agreements approved by the Certificate Insurer provided:
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1. The agreement is with a bank or insurance company which has an
unsecured, uninsured and unguaranteed senior debt obligation rated Aa2 or
better by Moody's and AA or better by Standard & Poor's, or is the lead
bank of a parent bank holding company with an uninsured, unsecured and
unguaranteed senior debt obligation meeting such rating requirements, and
2. Moneys invested thereunder may be withdrawn without any penalty,
premium or charge upon not more than one day's notice (provided such notice
may be amended or canceled at any time prior to the withdrawal date), and
3. The agreement is not subordinated to any other obligations of such
insurance company or bank, and
4. The same guaranteed interest rate will be paid on any future
deposits made pursuant to such agreement, and
5. The Trustee receives an opinion of counsel that such agreement is
an enforceable obligation of such insurance company or bank;
(f) Repurchase agreements collateralized by securities described in (a)
above with any registered broker/dealer subject to the Securities Investors
Protection Corporation's jurisdiction and subject to applicable limits therein
promulgated by Securities Investors Protection Corporation or any commercial
bank, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed
short-term or long-term obligation rated P-1 or Aa2, respectively, or better by
Moody's and A-1+ or AA, respectively, or better by Standard & Poor's, provided:
1. A master repurchase agreement or specific written repurchase
agreement governs the transaction, and
2. The securities are held free and clear of any lien by the Trustee
or an independent third party acting solely as agent for the Trustee, and
such third party is (a) a Federal Reserve Bank, (b) a bank which is a
member of the FDIC and which has combined capital, surplus and undivided
profits of not less than $125 million, or (c) a bank approved in writing
for such purpose by the Certificate Insurer, and the Trustee shall have
received written confirmation from such third party that it holds such
securities, free and clear of any lien, as agent for the Trustee, and
3. A perfected first security interest under the Uniform Commercial
Code, or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31
C.F.R. 350.0 et seq., in such securities is created for the benefit of the
Trustee, and
4. The repurchase agreement has a term of thirty days or less and such
broker/dealer or bank will value the collateral securities, and notify the
Trustee of such valuation, no less frequently than weekly and will
liquidate the collateral securities if any deficiency in the required
collateral percentage is not restored within two business days of such
valuation, and
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5. The fair market value of the collateral securities (as determined
by such broker/dealer or bank, with notice thereof to the Trustee) in
relation to the amount of the repurchase obligation, including principal
and interest, is equal to at least 106%;
(g) Commercial paper (having original maturities of not more than 270 days)
rated in the highest short-term rating categories of Standard & Poor's and
Moody's; and
(h) Investments in no load money market or common trust funds rated AAAm or
AAAm-G by Standard & Poor's and Aaa by Moody's;
provided that no instrument described above shall be a Permitted Investment if
(a) such instrument evidences the right to receive only interest with respect to
the obligations underlying such instrument or (b) both principal and interest
payments derived from obligations underlying such instrument and the interest
and principal payments with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of the underlying
obligations; and provided, further, that all Permitted Investments in the
Collection Account must mature at par one Business Day prior to the next
succeeding Monthly Remittance Date or be payable on demand and all Permitted
Investments in the Distribution Account must mature at par one Business Day
prior to the next succeeding Distribution Date or be payable on demand and that
no instrument described hereunder may be purchased at a price greater than par
if such instrument may be prepaid or called at a price less than its purchase
price prior to stated maturity.
Section 7.08 Accounting and Directions by Trustee.
On the second Business Day prior to each Distribution Date occurring on or
prior to the latest to occur of the Class A-1 Certificate Termination Date,
Class A-2 Certificate Termination Date, Class A-3 Certificate Termination Date,
Class A-4 Certificate Termination Date, Class A-5 Certificate Termination Date
and Class A-6 Certificate Termination Date, the Trustee shall determine, no
later than 12:00 noon New York time on such date, whether an Insured Payment
will be required to be made by the Certificate Insurer on the following
Distribution Date. If the Trustee determines that an Insured Payment will be
required to be made by the Certificate Insurer on the following Distribution
Date, then no later than 12:00 noon on the second Business Day immediately
preceding the related Distribution Date the Trustee shall furnish the
Certificate Insurer and the Depositor with a completed Notice in the form set
forth as Exhibit A to the applicable Certificate Insurance Policy. The Notice
shall specify the amount of Insured Payment and shall constitute a claim for an
Insured Payment pursuant to such Certificate Insurance Policy.
Section 7.09 Reports by Trustee to Owners and Certificate
Insurer.
(a) On each Distribution Date the Trustee shall report in writing to the
Depositor, each Owner, the Certificate Insurer, the Underwriters, Standard &
Poor's and Moody's:
(i) the amount of the related distribution to Owners of each Class of
Certificates allocable to principal, separately identifying by Mortgage
Loan Group the amount of any Prepayments included therein, any principal
portion of any Carry Forward
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Amount included in such distribution and any remaining principal portion
of any Carry Forward Amount after giving effect to such distribution;
(ii) the amount of such distribution to Owners of each Class of
Certificates allocable to interest, any Compensating Interest, any
interest portion of any Carry Forward Amount included in such
distribution, any remaining interest portion of any Carry Forward Amount
after giving effect to such distribution, any amount paid on account of
any outstanding Basis Risk Carryover Amount and any remaining Basis Risk
Carryover Amount after giving effect to such distribution;
(iii) the Certificate Principal Balance of each Class of Class A
Certificates after giving effect to the distribution of principal on such
Distribution Date;
(iv) the aggregate Loan Balance of the Mortgage Loans in each Mortgage
Loan Group for the following Distribution Date;
(v) the related amount of the Servicing Fees, Insurance Premium Amount
and Trustee Fee paid to or retained by the Master Servicer or paid to the
Certificate Insurer or the Trustee;
(vi) the Pass-Through Rate for each Class of Class A Certificates with
respect to the current Accrual Period;
(vii) the amount of Delinquency Advances included in the distribution on
such Distribution Date, the amount of Servicing Advances made during the
related Prepayment Period and the aggregate amount of Delinquency Advances
and Servicing Advances, stated separately, outstanding as of the close of
business of such Distribution Date;
(viii) the number and aggregate Loan Balance of Mortgage Loans by Mortgage
Loan Group (A) delinquent (exclusive of Mortgage Loans in foreclosure) (1)
1 to 30 days, (2) 31 to 59 days, (3) 60 to 89 days and (4) 90 or more days
and (B) in foreclosure and delinquent (1) 1 to 30 days, (2) 31 to 59 days,
(3) 60 to 89 days and (4) 90 or more days, as of the close of business on
the last day of the related Due Period and, with respect to the Actuarial
Loans, not collected by the related Determination Date;
(ix) with respect to any Mortgaged Properties that became REO Properties
during the related Due Period, the aggregate Loan Balance of the related
Mortgage Loans as of the last day of the related Due Period preceding such
Distribution Date (taking into account Curtailments, Net Liquidation
Proceeds and Prepayments collected during the related Prepayment Period
and, with respect to Actuarial Loans, amounts due on or before the last
day of the related Due Period and in the Collection Account as of the
related Determination Date);
(x) the total number and principal balance of any REO Properties as of
the last day of the related Due Period preceding such Distribution Date
(taking into account Net Liquidation Proceeds and, with respect to the
Actuarial Loans, amounts due on or before the
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last day of the related Due Period and in the Collection
Account as of the related Determination Date);
(xi) the amount of any Insured Payment included in the amounts
distributed to the holders of each Class of the Class A Certificates on
such Distribution Date;
(xii) the aggregate Loan Balance of all Mortgage Loans and the aggregate
Loan Balance of the Mortgage Loans in each Mortgage Loan Group after
giving effect to any payment of principal on such Distribution Date;
(xiii) the Subordinated Amount and Subordination Deficit for each Mortgage
Loan Group, if any, remaining after giving effect to all distributions and
transfers on such Distribution Date and the Specified Subordinated Amount
for each Mortgage Loan Group;
(xiv) the total of any Substitution Adjustments or Loan Purchase Price
amounts included in such distribution with respect to each Mortgage Loan
Group;
(xv) the weighted average Mortgage Rate and the weighted average
remaining term to maturity of the Mortgage Loans with respect to each
Mortgage Loan Group;
(xvi) the largest Loan Balance outstanding with respect to each Mortgage
Loan Group;
(xvii) the Group 1 Available Funds, the Group 1 Total Available Funds, the
Group 2 Available Funds and the Group 2 Total Available Funds; and
(xviii) such other information as the Certificate Insurer may reasonably
request with respect to delinquent Mortgage Loans.
In addition, an Owner may, by facsimile to the Trustee at (312) 407-1708,
request on a quarterly basis such information as may be required by Section
6049(d)(7)(C) of the Code and the regulations promulgated thereunder to assist
the holders of the Class A Certificates in computing their market discount.
The Master Servicer shall provide to the Trustee the information described
in Section 8.08(d)(ii) and in clause (b) below no later than 12:00 noon, New
York time, on the second Business Day following the Determination Date to enable
the Trustee to perform its reporting obligations under this Section, and such
obligations of the Trustee under this Section are conditioned upon such
information being received and the information provided shall be based solely
upon information contained in the monthly servicing report provided by the
Master Servicer to the Trustee pursuant to Section 8.08(d)(ii) hereof.
(b) The Master Servicer shall furnish to the Trustee and to the
Certificate Insurer, during the term of this Agreement, such periodic, special,
or other reports or information not specifically provided for herein, as may be
necessary, reasonable, or appropriate with respect to the Trustee or the
Certificate Insurer, as the case may be, or otherwise with respect to the
purposes of this
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Agreement, all such reports or information to be provided by and in accordance
with such applicable instructions and directions as the Trustee or the
Certificate Insurer may reasonably require.
Section 7.10 Reports by Trustee.
(a) The Trustee shall, at the request of the Depositor, the Seller or the
Certificate Insurer, transmit promptly to the Depositor, the Seller and the
Certificate Insurer copies of all accountings of receipts in respect of the
Mortgage Loans furnished to it by the Master Servicer and shall notify the
Depositor, the Seller and the Certificate Insurer if any Monthly Remittance
Amount has not been received by the Trustee when due.
(b) The Trustee shall report to the Certificate Insurer and each Owner
with respect to any written notices it may from time to time receive which
provide an Authorized Officer with actual knowledge that any of the statements
set forth in Section 3.04(b) hereof are inaccurate.
Section 7.11 Preference Payments.
The Certificate Insurer will pay any Insured Payment that is a Preference
Amount on the Business Day following receipt on a Business Day by the
Certificate Insurer of (i) a certified copy of such order, (ii) an opinion of
counsel satisfactory to the Certificate Insurer that such order is final and not
subject to appeal, (iii) an assignment in such form as is reasonably required by
the Certificate Insurer, irrevocably assigning to the Certificate Insurer all
rights and claims of the Owners relating to or arising under the Class A
Certificates against the debtor which made such Preference Amount or otherwise
with respect to such Preference Amount and (iv) appropriate instruments to
effect the appointment of the Certificate Insurer as agent for such Owner in any
legal proceeding related to such Preference Amount, such instruments being in a
form satisfactory to the Certificate Insurer, provided that if such documents
are received after 12:00 noon New York City time on such Business Day, they will
be deemed to be received on the following Business Day. Such payment shall be
disbursed to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the order and not to the Trustee or any Owner of Class A
Certificate directly (unless an Owner of a Class A Certificate has previously
paid such amount to the receiver, conservator, debtor-in-possession or trustee
in bankruptcy named in the order, in which case such payment shall be disbursed
to the Trustee for distribution to such Owner upon proof of such payment
reasonably satisfactory to the Certificate Insurer).
Each Owner of a Class A Certificate, by its purchase of Class A
Certificates, the Master Servicer and the Trustee hereby agree that the
Certificate Insurer 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, the direction of any appeal of any order
relating to such preference claim and the posting of any surety or performance
bond pending any such appeal. In addition and without limitation of the
foregoing, the Certificate Insurer shall be subrogated to the rights of the
Master Servicer, the Trustee and the Owner of each Class A Certificate 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 court order
issued in connection with any such preference claim.
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Each Owner of a Class A Certificate will promptly notify the Trustee in
writing upon the receipt of a court order relating to a Preference Amount and
will be required to enclose a copy of such order with such notice to the
Trustee.
ARTICLE VIII
SERVICING AND ADMINISTRATION
OF MORTGAGE LOANS
Section 8.01 Master Servicer and Sub-Servicers.
Acting directly or through one or more Sub-Servicers as provided in
Section 8.03, the Master Servicer shall service and administer the Mortgage
Loans as described below and with reasonable care, and using that degree of
skill and attention that the Master Servicer exercises with respect to
comparable mortgage loans that it services for itself or others (the "Servicing
Standard"), and shall have full power and authority, acting alone, to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem necessary or desirable. In performing such
servicing functions the Master Servicer shall (i) take into account the
non-conforming credit quality of the Mortgagors under the Mortgage Loans, (ii)
follow the policies and procedures that it would apply to similar loans held for
its own account, unless such policies and procedures are not generally in
accordance with standard industry practices, in which case the Master Servicer
shall service the loans generally in accordance with standard industry practices
applicable to servicing similar loans, and (iii) comply with all applicable laws
and follow collection practices with respect to the related Mortgage Loans that
are in all material respects legal, proper and prudent. Each of CSC and
Fairbanks currently uses the FNMA Guide and the BFC Investor Guide as its
servicing manual. To the extent the Master Servicer enters into a Sub-Servicing
Agreement with any additional servicer pursuant to Section 8.03 of this
Agreement, the Master Servicer shall provide the Certificate Insurer with a copy
of the servicing manual or procedures for each additional Sub-Servicer within
thirty days from the date of such Sub-Servicing Agreement.
Subject to Section 8.03 hereof, the Master Servicer may, and is hereby
authorized to, perform any of its servicing responsibilities with respect to all
or certain of the Mortgage Loans through a Sub-Servicer as it may from time to
time designate, but no such designation of a Sub-Servicer shall serve to release
the Master Servicer from any of its obligations under this Agreement. Subject to
the related Sub-Servicing Agreement, such Sub-Servicer shall have all the rights
and powers of the Master Servicer with respect to such Mortgage Loans under this
Agreement.
Without limiting the generality of the foregoing, but subject to Sections
8.13 and 8.14, the Master Servicer in its own name or in the name of a
Sub-Servicer may be authorized and empowered pursuant to a power of attorney
executed and delivered by the Trustee to execute and deliver, and may be
authorized and empowered by the Trustee, to execute and deliver, on behalf of
itself, the Owners and the Trustee or any of them, (i) any and all instruments
of satisfaction or cancellation or of partial or full release or discharge and
all other comparable instruments with respect to the Mortgage Loans and with
respect to the Mortgaged Properties, and (ii) to institute
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foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect
ownership of any Mortgaged Property in the name of the Trustee; provided,
however, that to the extent any instrument described in clause (i) preceding
would be delivered by the Master Servicer outside of its usual procedures for
mortgage loans held in its own portfolio, the Master Servicer shall, prior to
executing and delivering such instrument, obtain the prior written consent of
the Certificate Insurer, and provided further, that Section 8.14(a) shall
constitute an authorization from the Trustee to the Master Servicer to execute
an instrument of satisfaction (or assignment of mortgage without recourse) with
respect to any Mortgage Loan paid in full (or with respect to which payment in
full has been escrowed). The Trustee shall execute any documentation furnished
to it by the Master Servicer for recordation by the Master Servicer in the
appropriate jurisdictions as shall be necessary to effectuate the foregoing.
Subject to Sections 8.13 and 8.14, the Trustee shall execute any authorizations
and other documents as the Master Servicer or such Sub-Servicer shall reasonably
request that are furnished to the Trustee to enable the Master Servicer and such
Sub-Servicer to carry out their respective servicing and administrative duties
hereunder.
The Master Servicer shall give prompt notice to the Trustee and the
Certificate Insurer of any action, of which the Master Servicer has actual
knowledge, to (i) assert a claim against the Trust or (ii) assert jurisdiction
over the Trust.
Servicing Advances incurred by the Master Servicer or any Sub-Servicer in
connection with the servicing of the Mortgage Loans (including any penalties in
connection with the payment of any taxes and assessments or other charges) on
any Mortgaged Property shall be recoverable by the Master Servicer or such
Sub-Servicer to the extent described in Section 8.09(b) hereof.
Notwithstanding any other provision contained herein, with respect to the
Actuarial Loans, payments due other than on the first day of a month are deemed
to be due on the first day of the month for all purposes hereunder.
Section 8.02 Collection of Certain Mortgage Loan Payments.
The Master Servicer shall use reasonable efforts to collect or caused to
be collected all payments called for under the terms and provisions of the
Mortgage Loans, and shall, to the extent such procedures shall be consistent
with this Agreement and the terms and provisions of any applicable Insurance
Policy, follow collection procedures for all Mortgage Loans in accordance with
the Servicing Standard. Consistent with the foregoing, the Master Servicer may
in its discretion waive or permit to be waived any late payment charge,
prepayment charge, assumption fee or any penalty interest in connection with the
prepayment of a Mortgage Loan or any other fee or charge which the Master
Servicer would be entitled to retain hereunder as servicing compensation. In the
event the Master Servicer shall consent to the deferment of the due dates for
payments due on a Note, the Master Servicer shall nonetheless make payment of
any required Delinquency Advance with respect to the payments so extended to the
same extent as if such installment were due, owing and Delinquent and had not
been deferred, and shall be entitled to reimbursement therefor in accordance
with Section 8.09(a) hereof. The Master Servicer may waive, modify or vary the
terms of the Mortgage Loans in accordance with the Servicing Standard; provided,
however, that the Master Servicer may not waive, modify or vary the terms of any
Mortgage Loan to (A) decrease the interest rate on the Mortgage Loan, (B)
forgive the payment of
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principal or interest (except with respect to liquidation of such Mortgage Loan)
or (C) extend the maturity date of such Mortgage Loan, unless, (i) the related
Mortgagor is in default under such Mortgage Loan or such default is, in the
reasonable judgment of the Master Servicer, reasonably foreseeable, (ii) the
amendment, modification or waiver is recorded with the appropriate recording
office with proof of such recording provided to the Certificate Insurer by the
Master Servicer promptly upon receipt by the Master Servicer, and (iii) all
costs and expenses associated with such amendment, modification or waiver,
including any recording costs, are paid by the Master Servicer out of its own
funds. In addition, if the aggregate principal balance of the Mortgage Loans
with respect to such waivers, modifications or variations which have been
granted equals or exceeds 3% of the Original Aggregate Loan Balance of the
Mortgage Loans, any further waivers, modifications or variations shall require
the Certificate Insurer's prior written consent. The Certificate Insurer shall
respond to any written request of the Master Servicer for a waiver, modification
or variation of a Mortgage Loan within two weeks of the date of such written
request.
Section 8.03 Sub-Servicing Agreements Between Master Servicer and
Sub-Servicers.
The Master Servicer may enter into Sub-Servicing Agreements for any
servicing and administration of Mortgage Loans with one or more institutions
that are in compliance with the laws of each state necessary to enable each of
them to perform their obligations under such Sub-Servicing Agreements and (w) is
Fairbanks or (x) is CSC or (y)(i) has been designated an approved
seller-servicer by FHLMC or FNMA and (ii) has equity of at least $1,500,000, as
determined in accordance with generally accepted accounting principles or (z) is
a Master Servicer Affiliate. The Master Servicer shall give notice to the
Trustee, the Certificate Insurer and the Rating Agencies of the appointment of
any Sub-Servicer. For purposes of this Agreement, the Master Servicer shall be
deemed to have received payments on Mortgage Loans when any Sub-Servicer has
received such payments. Each Sub-Servicer shall be required to service the
Mortgage Loans in accordance with this Agreement and any such Sub-Servicing
Agreement shall be consistent with and not violate the provisions of this
Agreement. Each Sub-Servicing Agreement shall provide that a successor Master
Servicer shall have the option to terminate such agreement without payment of
any termination fees if the original Master Servicer is terminated or resigns.
Section 8.04 Successor Sub-Servicers.
The Master Servicer shall be entitled to terminate any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement and to either itself directly service the related Mortgage Loans or
enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 8.03.
Section 8.05 Liability of Master Servicer; Indemnification.
(a) The Master Servicer shall not be relieved of its obligations under
this Agreement notwithstanding any Sub-Servicing Agreement or any of the
provisions of this Agreement relating to agreements or arrangements between the
Master Servicer and a Sub-Servicer and the Master Servicer shall be obligated to
the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans. The Master Servicer shall be
solely liable for all fees owed by it to any Sub-Servicer, regardless of whether
the Master Servicer's
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compensation hereunder is sufficient to pay such fees. The Master Servicer shall
be entitled to enter into any agreement with a Sub-Servicer for indemnification
of the Master Servicer by such Sub-Servicer and nothing contained in such
Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.
(b) The Master Servicer (except the Trustee if it is required to succeed
the Master Servicer hereunder) agrees to indemnify and hold the Trustee
(including its directors, officers, employees, agents and affiliates), the
Certificate Insurer and each Owner 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 Certificate Insurer and any
Owner may sustain in any way related to the failure of the Master Servicer to
perform its duties and service the Mortgage Loans in compliance with the terms
of this Agreement. The Master Servicer shall immediately notify the Trustee, the
Certificate Insurer and each Owner if a claim is made by a third party with
respect to this Agreement, and the Master Servicer shall assume (with the
consent of the Trustee and the Certificate Insurer) the defense of any such
claim and pay all expenses in connection therewith, including reasonable counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against the Master Servicer, the Trustee, the Certificate Insurer
and/or Owner in respect of such claim. The Trustee shall reimburse the Master
Servicer from amounts distributable pursuant to Section 7.03(c)(iii)(G) for all
amounts advanced by it pursuant to the preceding sentence except when the claim
relates directly to the failure of the Master Servicer to service and administer
the Mortgage Loans in compliance with the terms of this Agreement based upon an
opinion of counsel (at the expense of the Master Servicer) delivered to the
Trustee and the Certificate Insurer. The provisions of this Section 8.05 shall
survive the resignation or removal of the Trustee, the termination of this
Agreement, the resignation or removal of the Master Servicer and the payment of
the outstanding Certificates.
(c) None of the Depositor, the Master Servicer, or any of the directors,
officers, employees or agents of the Depositor or the Master Servicer shall be
under any liability to the Trust Estate or the Owners 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 or Master Servicer or any such Person against
any breach of warranties or representations made herein, or against any specific
liability imposed on the Master Servicer for a breach of the Servicing Standard,
or against any liability which would otherwise be imposed by reason of its
respective willful misfeasance, bad faith, fraud or negligence in the
performance of its duties or by reasons of negligent disregard of its respective
obligations or duties hereunder.
The Depositor, the Master Servicer, and any director, officer, employee or
agent of the Depositor or the Master Servicer, may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any appropriate Person with respect to any matters arising hereunder. Pursuant
to Section 7.03(c)(iii)(G), the Depositor, the Master Servicer and any director,
officer, employee or agent of the Depositor or the Master Servicer shall be
indemnified and held harmless by the Trust Estate against any loss, liability or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense incurred in
connection with any legal action incurred by reason of its respective
misfeasance, bad faith, fraud or negligence, a breach of a representation or
warranty hereunder or
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(in the case of the Master Servicer) a breach of the Servicing Standard in the
performance of its respective duties or by reason of negligent disregard or its
respective obligations or duties hereunder. Neither the Depositor nor the Master
Servicer shall be under any obligation to appear in, prosecute or defend any
legal action unless such action is related to its respective duties under this
Agreement and in its opinion does not expose it to any expense or liability;
provided, however, that the Depositor or the Master Servicer may in its
discretion undertake any action related to its obligations hereunder which it
may deem necessary or desirable with respect to this Agreement and the rights
and duties of the parties hereto and the interests of the Owners hereunder.
Section 8.06 No Contractual Relationship Between Sub-Servicers,
Trustee or the Owners.
Any Sub-Servicing Agreement and any other transactions or services
relating to the Mortgage Loans involving a Sub-Servicer shall be deemed to be
between the Sub-Servicer and the Master Servicer alone and the Trustee and the
Owners shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to any Sub-Servicer except as
set forth in Section 8.07.
Section 8.07 Assumption or Termination of Sub-Servicing Agreements
by Trustee.
In connection with the assumption of the responsibilities, duties and
liabilities and of the authority, power and rights of the Master Servicer
hereunder by the Trustee pursuant to Section 8.20, it is understood and agreed
that the Master Servicer's rights and obligations under any Sub-Servicing
Agreement then in force between the Master Servicer and a Sub-Servicer shall be
assumed simultaneously by the Trustee without act or deed on the part of the
Trustee; provided, however, that the successor Master Servicer may terminate the
applicable Sub-Servicer as provided in Section 8.03.
The terminated Master Servicer shall, upon the reasonable request of the
Trustee, but at the expense of the Master Servicer, deliver to the assuming
party documents and records relating to each Sub-Servicing Agreement and an
accounting of amounts collected and held by it and otherwise use its best
reasonable efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.
Section 8.08 Collection Account.
(a) The Master Servicer shall establish and maintain or cause to be
established and maintained the Collection Account to be held as an Eligible
Account on behalf of the Trustee for the benefit of the Owners and the
Certificate Insurer. The Collection Account shall be entitled "Bank One,
National Association, as Trustee under the Pooling and Servicing Agreement dated
as of October 1, 1999" and shall be initially established at Mellon Bank, N.A.
The Master Servicer shall notify the Trustee (who will in turn notify the
Owners) and the Certificate Insurer if there is a change in the name, account
number or institution holding the Collection Account.
Subject to subsection (c) below, the Master Servicer shall deposit or
cause to be deposited all receipts pursuant to subsection (c) below and related
to the Mortgage Loans to the Collection Account on a daily basis (but no later
than the second Business Day after receipt).
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(b) All funds in the Collection Account shall be held (i) uninvested or
(ii) invested in Permitted Investments. Any investments of funds in the
Collection Account shall mature or be withdrawable at par no later than one
Business Day prior to the immediately succeeding Monthly Remittance Date. The
Collection Account shall be held in trust in the name of the Trustee for the
benefit of the Owners. Any investment of funds in the Collection Account shall
be made in the name of the Trustee (in its capacity as such). The Master
Servicer (with respect to Permitted Investments of amounts in the Collection
Account), on behalf of the Trustee, shall (and Trustee hereby designates the
Master Servicer as the Person that shall) (i) be the "entitlement holder" of any
Permitted Investment that is a "security entitlement" and (ii) maintain
"control" of any Permitted Investment that is either a "certificated security"
or an "uncertificated security". For purposes of this Section 8.08(b), the terms
"entitlement holder", "security entitlement", "control", "certificated security"
and "uncertificated security" shall have the meanings given such terms in
Revised Article 8 (1994 Revision) of the Uniform Commercial Code, and "control"
of any Permitted Investment by the Master Servicer shall constitute "control" by
a Person designated by, and acting on behalf of, the Trustee for purposes of
Revised Article 8 (1994 Revision) of the Uniform Commercial Code. Any investment
earnings on funds held in the Collection Account shall be for the account of the
Master Servicer and may only be withdrawn from the Collection Account by the
Master Servicer immediately following the remittance of the Monthly Remittance
Amount (and the Total Monthly Excess Spread included therein) by the Master
Servicer. Prior to each Monthly Remittance Date, the Master Servicer shall
deposit into the Collection Account the net amount of any investment losses on
such funds during the related Due Period. Any references herein to amounts on
deposit in the Collection Account shall refer to amounts net of such investment
earnings.
(c) The Master Servicer shall deposit into the Collection Account no later
than the second Business Day after receipt all principal and interest
collections on the Mortgage Loans received after the Cut-Off Date (other than
Scheduled Payments on Actuarial Loans due on or prior to the Cut-Off Date)
including any Prepayments, Curtailments and Net Liquidation Proceeds, other
recoveries or amounts related to the Mortgage Loans received by the Master
Servicer and any income from REO Properties, but net of (i) the Servicing Fee
with respect to each Mortgage Loan and other servicing compensation to the
Master Servicer as permitted by Section 8.15 hereof, (ii) Net Liquidation
Proceeds to the extent such Net Liquidation Proceeds exceed the sum of (I) the
Loan Balance of the related Mortgage Loan immediately prior to liquidation, plus
(II) accrued and unpaid interest on such Mortgage Loan (net of the Servicing
Fee) to the date of such liquidation, (iii) reimbursements for Delinquency
Advances from late collections or Liquidation Proceeds on the Mortgage Loans
which gave rise to such Delinquency Advances, and (iv) reimbursements for
amounts deposited in the Collection Account representing payments of principal
and/or interest on a Note by a Mortgagor which are subsequently returned by a
depository institution as unpaid.
(d) (i) The Master Servicer may make withdrawals for its own account from
the amounts on deposit in the Collection Account, with respect to each Mortgage
Loan Group, for the following purposes:
(A) to withdraw investment earnings on amounts on deposit in the
Collection Account:
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(B) to the extent not reimbursed or paid pursuant to any other clause of
this Section 8.08(d)(i), to reimburse or pay the Master Servicer, the
Trustee and/or the Depositor for unpaid items incurred by or on behalf
of such Person pursuant to any provision of this Agreement pursuant to
which such Person is entitled to reimbursement or payment from the
Trust Estate, in each case only to the extent reimbursable under such
Section, it being acknowledged that this clause (B) shall not be
deemed to modify the substance of any such Section, including the
provisions of such Section that set forth the extent to which one of
the foregoing Persons is or is not entitled to payment or
reimbursement;
(C) to withdraw amounts that have been deposited to the Collection
Account in error;
(D) to reimburse itself for unreimbursed Delinquency Advances with
respect to Simple Interest Loans from Excess Interest pursuant to
Section 8.09(a); and
(E) to clear and terminate the Collection Account following the
termination of the Trust pursuant to Article IX.
(ii) The Master Servicer shall (a) remit to the Trustee for deposit in the
Distribution Account by wire transfer, or otherwise make funds available in
immediately available funds, without duplication, the Monthly Remittance Amount
allocable to a Due Period not later than the related Monthly Remittance Date and
Loan Purchase Prices and Substitution Adjustments two Business Days following
the related purchase or substitution, and (b) no later than by 12:00 noon, New
York time on the second Business Day after the Determination Date immediately
preceding the related Distribution Date, deliver to the Trustee and the
Certificate Insurer a monthly servicing report via electronic medium, with
respect to each Mortgage Loan Group, containing the following information: (i)
principal and interest collected, Liquidated Loans, summary and detailed
delinquency reports, Liquidation Proceeds and other similar information
concerning the servicing of the Mortgage Loans and (ii) the information
described in Section 7.09(b). In addition, the Master Servicer shall inform the
Trustee and the Certificate Insurer on each Monthly Remittance Date, with
respect to each Mortgage Loan Group, of the amounts of any Loan Purchase Prices
or Substitution Adjustments so remitted during the related Due Period.
Section 8.09 Delinquency Advances and Servicing Advances.
(a) Subject to the second paragraph of this subsection (a), the Master
Servicer will be obligated on each Monthly Remittance Date to remit to the
Trustee from its own funds for deposit into the Distribution Account an amount
equal to interest on the Mortgage Loans due during the related Due Period (net
of the Servicing Fee) but uncollected (i) with respect to Simple Interest Loans,
as of the end of the related Due Period, and (ii) with respect to Actuarial
Loans, as of the related Determination Date (such amount, a "Delinquency
Advance"). For purposes of calculating the amount of Delinquency Advances for
the Simple Interest Loans or Excess Interest for reimbursement of such
Delinquency Advances for a Mortgage Loan Group, the amount "due" during the Due
Period will be deemed to be 30 days' interest at the weighted average Mortgage
Rate for the Simple Interest Loans in such Mortgage Loan Group. Delinquency
Advances are recoverable from (i) late collections on the Mortgage Loan which
gave rise to the Delinquency
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Advance, (ii) Liquidation Proceeds for the Mortgage Loan which gave rise to such
Delinquency Advance, (iii) with respect to Simple Interest Loans, Excess
Interest for the related Mortgage Loan Group and (iv) pursuant to Section
7.03(c)(ii)(C).
Notwithstanding the foregoing, the Master Servicer shall not be obligated
to make a Delinquency Advance as to any Mortgage Loan if the Master Servicer
determines that such Delinquency Advance, if made, would be a Nonrecoverable
Advance. The Master Servicer shall give written notice of such determination to
the Trustee and the Certificate Insurer; and the Trustee shall promptly furnish
a copy of such notice to the Owners; provided, that the Master Servicer shall be
entitled to recover any unreimbursed Delinquency Advances from the aforesaid
Liquidation Proceeds prior to the payment of the Liquidation Proceeds to any
other party to this Agreement.
(b) The Master Servicer will pay all "out-of-pocket" costs and expenses
incurred in the performance of its servicing obligations (each such expenditure,
a "Servicing Advance") including, but not limited to, the cost of (i)
Preservation Expenses, (ii) any enforcement or judicial proceedings, including
foreclosures, (iii) the management and liquidation of REO Property and (iv)
advances required by Section 8.13(a), but the Master Servicer shall not be
obligated to make any such Servicing Advance if the Master Servicer determines
that such Servicing Advance, if made, would be a Nonrecoverable Advance. The
Master Servicer may recover Servicing Advances (x) from the Mortgagors to the
extent permitted by the Mortgage Loans or, if not recovered from the Mortgagor
on whose behalf such Servicing Advance was made, from Liquidation Proceeds
realized upon the liquidation of the related Mortgage Loan and (y) as provided
in Section 7.03(c)(ii)(C). The Master Servicer shall be entitled to recover the
Servicing Advances from the aforesaid Liquidation Proceeds prior to the payment
of the Liquidation Proceeds to any other party to this Agreement. Except as
provided in the previous sentence, in no case may the Master Servicer recover
Servicing Advances from the principal and interest payments on any Mortgage Loan
or from any amounts relating to any other Mortgage Loan except as provided in
Section 7.03(c)(ii)(C).
Section 8.10 Compensating Interest; Repurchase of Mortgage Loans.
(a) If, during any Prepayment Period, the aggregate Prepayment Interest
Shortfalls exceed the aggregate Prepayment Interest Excesses, the Master
Servicer shall deposit into the Collection Account on the related Monthly
Remittance Date an amount equal to such difference but not in excess of one-half
of the Servicing Fee for the related Due Period on the Mortgage Loans giving
rise to such Prepayment Interest Shortfalls ("Compensating Interest"). Such
amount shall be included in the Monthly Remittance to be made available to the
Trustee on such Monthly Remittance Date.
(b) The Master Servicer, and in the absence of the exercise thereof by
the Master Servicer, the Certificate Insurer, has the right and the option, but
not the obligation, to purchase for its own account any Mortgage Loan which
becomes Delinquent, in whole or in part, as to four consecutive monthly
installments or any Mortgage Loan as to which enforcement proceedings have been
brought by the Master Servicer pursuant to Section 8.13; provided, however, that
(i) the Master Servicer or the Certificate Insurer, as the case may be, may not
purchase any such Mortgage Loan unless the Master Servicer or the Certificate
Insurer, as the case may be, has delivered to the Trustee an opinion of counsel
experienced in federal income tax matters acceptable to the Master Servicer
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or the Certificate Insurer, as the case may be, and the Trustee to the effect
that such a purchase would not constitute a Prohibited Transaction for the Trust
or otherwise subject the Trust to tax and would not jeopardize the status of the
Trust as a REMIC. Any such Mortgage Loan so purchased shall be purchased by the
Master Servicer or the Certificate Insurer as the case may be on a Monthly
Remittance Date at a purchase price equal to the Loan Purchase Price thereof,
which purchase price shall be deposited in the Collection Account and the Master
Servicer shall provide the Certificate Insurer and the Trustee with a
Liquidation Report in the form of Exhibit L hereto with respect to each such
Mortgage Loan.
(c) The Net Liquidation Proceeds from the disposition of any REO Property
shall be deposited in the Collection Account and remitted to the Trustee as part
of the Monthly Remittance Amount remitted by the Master Servicer to the Trustee
for the Prepayment Period in which such liquidation occurred.
Section 8.11 Maintenance of Insurance.
(a) The Master Servicer on behalf of the Trustee, as mortgagee, shall use
its reasonable efforts in accordance with the Servicing Standard to cause the
related Mortgagor to maintain for each Mortgage Loan (other than any Mortgage
Loan as to which the related Mortgaged Property has become an REO Property), and
if the Mortgagor does not so maintain, shall itself maintain (subject to the
provisions of this Agreement concerning Nonrecoverable Advances), to the extent
the Trustee as mortgagee has an insurable interest, (A) fire and hazard
insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the least of (i) 100% of the then "full replacement
cost" of the improvements and equipment (excluding foundations, footings and
excavation costs), without deduction for physical depreciation, (ii) the
outstanding principal balance of the related Mortgage Loan (together, in the
case of a Second Mortgage Loan, with the outstanding principal balance of the
Senior Lien) or such other amount as is necessary to prevent any reduction in
such policy by reason of the application of co-insurance and to prevent the
Trustee thereunder from being deemed to be a co-insurer and (iii) the full
insurable value of such Mortgaged Property, and (B) such other insurance as
provided in the related Mortgage Loan. The Master Servicer shall maintain fire
and hazard insurance with extended coverage from a Qualified Insurer on each REO
Property in an amount which is at least equal to 100% of the then "full
replacement cost" of the improvements and equipment (excluding foundations,
footings and excavation costs), without deduction for physical depreciation. The
Master Servicer shall maintain, from a Qualified Insurer, with respect to each
REO Property, such other insurance as provided in the related Mortgage Loan. Any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration and repair of the related Mortgaged
Property or amounts to be released to the Mortgagor in accordance with the terms
of the related Mortgage) shall be deposited into the Collection Account pursuant
to Section 8.08(c), subject to withdrawal pursuant to Section 8.08(d). Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating distributions to Owners, be added to the unpaid
principal balance of the related Mortgage Loan, notwithstanding that the terms
of such Mortgage Loan so permit. It is understood and agreed that no earthquake
or other additional insurance other than flood insurance is to be required of
any Mortgagor or to be maintained by the Master Servicer other than pursuant to
the terms of the related Mortgage, Note or other Mortgage Loan documents and
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional
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insurance. If the Mortgaged Property is located in a federally designated
special flood hazard area, the Master Servicer will use its reasonable efforts
in accordance with the Servicing Standard to cause the related Mortgagor to
maintain or will itself obtain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances) flood insurance in respect thereof. Such
flood insurance shall be in an amount equal to the least of (i) the outstanding
principal balance of the related Mortgage Loan (together, in the case of a
Second Mortgage Loan, with the outstanding principal balance of the Senior
Lien), (ii) the maximum amount of such insurance required by the terms of the
related Mortgage and as is available for the related property under the Flood
Disaster Protection Act of 1973 (assuming that the area in which such property
is located is participating in such program) and (iii) the minimum amount
required to compensate for damage or loss on a replacement cost basis. If an REO
Property is located in a federally designated special flood hazard area, the
Master Servicer will obtain flood insurance in respect thereof providing
substantially the same coverage as described in the preceding sentences. If at
any time during the term of this Agreement a recovery under a flood or fire and
hazard insurance policy in respect of an REO Property is not available but would
have been available if such insurance were maintained thereon in accordance with
the standards applied to Mortgaged Properties described herein, the Master
Servicer shall either (i) immediately deposit into the Collection Account from
its own funds the amount that would have been recovered or (ii) apply to the
restoration and repair of the property from its own funds the amount that would
have been recovered, if such application would be consistent with the servicing
standard set forth in Section 8.01; provided, however, that the Master Servicer
shall not be responsible for any shortfall in insurance proceeds resulting from
an insurer's refusal or inability to pay a claim. Costs of the Master Servicer
of maintaining insurance policies pursuant to this Section 8.11 shall be paid by
the Master Servicer as a Servicing Advance and shall be reimbursable to the
Master Servicer.
The Master Servicer agrees to prepare and present, on behalf of itself,
the Trustee and the Owners, claims under each related insurance policy
maintained pursuant to this Section 8.11 in a timely fashion in accordance with
the terms of such policy and to take such reasonable steps as are necessary to
receive payment or to permit recovery thereunder.
The Master Servicer shall require that all insurance policies required
hereunder shall name the Trustee, the Master Servicer or the applicable
Sub-Servicer as loss payee and that all such insurance policies require that 30
days' notice be given to the Master Servicer before termination to the extent
required by the related Mortgage, Note, or other Mortgage Loan documents.
(b) (i) If the Master Servicer obtains and maintains a blanket insurance
policy with a Qualified Insurer at its own expense insuring against fire and
hazard losses or other required insurance on all of the Mortgage Loans, it shall
conclusively be deemed to have satisfied its obligations concerning the
maintenance of such insurance coverage set forth in Section 8.11(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that (A) there shall not have been
maintained on one or more of the related Mortgaged Properties a policy otherwise
complying with the provisions of Section 8.11(a), and (B) there shall have been
one or more losses which would have been covered by such a policy had it been
maintained, immediately deposit into the Collection Account from its own funds
the amount not otherwise payable under the blanket policy because of such
deductible clause. In connection with its activities as Master Servicer
hereunder, the Master Servicer agrees to prepare
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and present, in a timely fashion in accordance with the terms of such policy, on
behalf of itself, the Trustee and Owners, claims under any such blanket policy
which it maintains and to take such reasonable steps as are necessary to receive
payment or permit recovery thereunder.
(ii) If the Master Servicer causes any Mortgaged Property or REO Property
to be covered by a master force placed insurance policy, which policy is issued
by a Qualified Insurer and provides no less coverage in scope and amount for
such Mortgaged Property or REO Mortgaged Property than the insurance required to
be maintained pursuant to Section 8.11(a), the Master Servicer shall
conclusively be deemed to have satisfied its obligations to maintain insurance
pursuant to Section 8.11(a). Such policy may contain a deductible clause, in
which case the Master Servicer shall, in the event that (A) there shall not have
been maintained on the related Mortgaged Property or REO Property a policy
otherwise complying with the provisions of Section 8.11(a), and (B) there shall
have been one or more losses which would have been covered by such a policy had
it been maintained, immediately deposit into the Collection Account from its own
funds the amount not otherwise payable under such policy because of such
deductible.
Section 8.12 Due-on-Sale Clauses; Assumption and Substitution Agreements.
When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Master Servicer shall, to the extent an Authorized Officer
thereof has actual knowledge of such conveyance or prospective conveyance,
exercise its rights to accelerate the maturity of the related Mortgage Loan
under any "due-on-sale" clause contained in the related Mortgage or Note;
provided, however, that the Master Servicer shall not exercise any such right if
the "due-on-sale" clause, in the reasonable belief of the Master Servicer, is
not enforceable under applicable law or if the Master Servicer reasonably
believes in good faith it is not in the best interests of the Trust. An opinion
of counsel at the expense of the Master Servicer delivered to the Trustee, the
Depositor and the Certificate Insurer to the foregoing effect shall conclusively
establish the reasonableness of such belief. In such event, the Master Servicer
shall make reasonable efforts to enter into an assumption and modification
agreement with the person to whom such property has been or is about to be
conveyed, pursuant to which such person becomes liable under the Note and,
unless prohibited by applicable law or the Mortgage Documents, the Mortgagor
remains liable thereon. If the foregoing is not permitted under applicable law,
the Master Servicer is authorized 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 Note; provided, however, that to the extent any such substitution of
liability agreement would be delivered by the Master Servicer outside of its
usual procedures for mortgage loans held in its own portfolio the Master
Servicer shall, prior to executing and delivering such agreement, obtain the
prior written consent of the Certificate Insurer. The Trustee shall execute any
agreements presented to it by, and at the request of, the Master Servicer to
effectuate the foregoing. The Mortgage Loan, as assumed, shall conform in all
respects to the requirements, representations and warranties of this Agreement.
The Master Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee the
original copy of such assumption or substitution agreement (indicating the File
to which it relates) which copy shall be added by the Trustee to the related
File and which shall, for all purposes, be considered a part of such File to the
same extent as all other documents and instruments constituting a part thereof.
The Master Servicer shall be responsible for recording any such assumption or
substitution agreements. In connection with any
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such assumption or substitution agreement, the required monthly payment on the
related Mortgage Loan shall not be changed but shall remain as in effect
immediately prior to the assumption or substitution, the stated maturity or
outstanding principal amount of such Mortgage Loan shall not be changed nor
shall any required monthly payments of principal or interest be deferred or
forgiven, except to the extent permitted by Section 8.02. Any fee collected by
the Master Servicer or any Sub-Servicer for consenting to any such conveyance or
entering into an assumption or substitution agreement shall be retained by or
paid to the Master Servicer as additional servicing compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Master Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or any assumption which the Master Servicer
may be restricted by law from preventing, for any reason whatsoever.
Section 8.13 Realization upon Defaulted Mortgage Loans; Inspection.
(a) The Master Servicer shall foreclose upon or otherwise comparably effect
the ownership in the name of the Trustee on behalf of the Trust of Mortgaged
Properties relating to defaulted Mortgage Loans as to which no satisfactory
arrangements can be made for collection of Delinquent payments and which the
Master Servicer has not purchased pursuant to Section 8.10(b). Subject to
Section 8.09, in connection with such foreclosure or other conversion, the
Master Servicer shall exercise such of the rights and powers vested in it
hereunder, and use the same degree of care and skill in their exercise or use,
as prudent mortgage lenders would exercise or use under the circumstances in the
conduct of their own affairs and consistent with the Servicing Standard,
including, but not limited to, advancing funds for the payment of taxes, amounts
due with respect to Senior Liens, and insurance premiums. Any amounts so
advanced shall constitute "Servicing Advances" within the meaning of Section
8.09(b) hereof. The Master Servicer shall sell any REO Property by the close of
the third taxable year following the taxable year in which it is acquired by the
Trust (the "REO Sale Deadline"), at such price as the Master Servicer deems
necessary to comply with this covenant unless, either (i) at least 61 days prior
to the REO Sale Deadline, the Trustee has requested an extension of time from
the IRS in which to dispose of such property (an "REO Extension"), or (ii) the
Master Servicer obtains for the Certificate Insurer, Trustee and the Master
Servicer an opinion of counsel experienced in federal income tax matters
acceptable to the Certificate Insurer and the Trustee, addressed to the
Certificate Insurer, the Trustee and the Master Servicer, to the effect that the
holding by the Trust of such REO Property for any longer period will not result
in the imposition of taxes on "Prohibited Transactions" of the Trust or any
REMIC therein as defined in Section 860F of the Code or cause the Trust or any
REMIC therein to fail to qualify as a REMIC under the REMIC Provisions at any
time that any Certificates are outstanding.
Notwithstanding the generality of the foregoing provisions, the Master
Servicer shall manage, conserve, protect and operate each REO Property for the
Owners solely for the purpose of its prompt disposition and sale in a manner
which does not cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or result in the
receipt by the Trust of any income from "non-permitted assets" within the
meaning of Section 860F(a)(2)(B) of the Code or any "net income from foreclosure
property" which is subject to taxation under the REMIC Provisions. Pursuant to
its efforts to sell such REO Property, the Master Servicer shall either itself
or through an agent selected by the Master Servicer protect and conserve
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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 of the Owners, rent the same, or
any part thereof, as the Master Servicer deems to be in the best interest of the
Owners for the period prior to the sale of such REO Property. The Master
Servicer shall take into account the existence of any hazardous substances,
hazardous wastes or solid wastes, as such terms are defined in the Comprehensive
Environmental Response Compensation and Liability Act, the Resource Conservation
and Recovery Act of 1976, or other federal, state or local environmental
legislation, on or under a Mortgaged Property in determining whether to
foreclose upon or otherwise comparably convert the ownership of such Mortgaged
Property. The Master Servicer shall not take any such action with respect to any
Mortgaged Property known by the Master Servicer to contain such wastes or
substances or to be within one mile of the site of such wastes or substances,
without the prior written consent of the Certificate Insurer.
(b) The Master Servicer shall determine, with respect to each defaulted
Mortgage Loan and in accordance with the Servicing Standard, when it has
recovered, whether through trustee's sale, foreclosure sale or otherwise, all
amounts it expects to recover from or on account of such defaulted Mortgage Loan
(exclusive of any possibility of a deficiency judgment), whereupon such Mortgage
Loan shall become a "Liquidated Loan". After a Mortgage Loan has become a
Liquidated Loan, the Master Servicer shall promptly prepare and forward to the
Depositor, the Trustee and the Certificate Insurer a report detailing the
Liquidation Proceeds received from the Liquidated Loan, expenses incurred with
respect thereto, and any loss incurred in connection therewith, such report in
the form attached hereto as Exhibit L.
(c) The Master Servicer shall not acquire any personal property pursuant
to this Section 8.13 unless either: (i) such personal property is incident to
real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Master Servicer; or (ii) the Master Servicer shall have obtained an
opinion of counsel experienced in federal income tax matters acceptable to the
Certificate Insurer and the Trustee addressed to the Certificate Insurer, the
Trustee and the Master Servicer, to the effect that the holding of such personal
property as part of the Trust will not cause the imposition of taxes on a
Prohibited Transaction or cause the Trust Fund to fail to qualify as a REMIC
under the REMIC provisions.
Section 8.14 Trustee to Cooperate; Release of Files.
(a) Upon the payment in full of any Mortgage Loan (including any
liquidation of such Mortgage Loan through foreclosure or otherwise), or the
receipt by the Master Servicer of a notification that payment in full will be
escrowed in a manner customary for such purposes, the Master Servicer shall
deliver to the Trustee a completed "Request for Release of Documents" which
shall be attached hereto as Exhibit M. Upon receipt of such Request for Release
of Documents, the Trustee shall promptly release the related File, in trust to
(i) the Master Servicer or (ii) such other party identified in the related
Request for Release. Upon any such payment in full, or the receipt of such
notification that such funds have been placed in escrow, the Master Servicer is
authorized to give, as attorney-in-fact for the Trustee as the mortgagee under
the Mortgage which secured the Note, an instrument of satisfaction (or
assignment of Mortgage without recourse) regarding the Mortgaged Property
relating to such Mortgage, which instrument of satisfaction or assignment, as
the case may be, shall be delivered to the Person or Persons entitled thereto
against receipt therefor
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of payment in full, it being understood and agreed that no expense incurred in
connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Collection Account. In lieu of executing any such
satisfaction or assignment, as the case may be, the Master Servicer may prepare
and submit to the Trustee a satisfaction (or assignment without recourse, if
requested by the Person or Persons entitled thereto) in form for execution by
the Trustee with all requisite information completed by the Master Servicer; in
such event, the Trustee shall execute and acknowledge such satisfaction or
assignment, as the case may be, and deliver the same with the related File, as
aforesaid.
(b) From time to time and as appropriate in the servicing of any Mortgage
Loan, including, without limitation, foreclosure or other comparable conversion
of a Mortgage Loan or collection under any applicable Insurance Policy, the
Trustee shall (except in the case of the payment or liquidation pursuant to
which the related File is released to an escrow agent or an employee, agent or
attorney of the Trustee), upon request of the Master Servicer and delivery to
the Trustee of a Request for Release signed by an Authorized Officer of the
Master Servicer, release the related File to the Master Servicer and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings, including, without limitation, an assignment without recourse of
the related Mortgage to the Master Servicer; provided that there shall not be
released and unreturned at any one time more than 10% of the entire number of
Files. Such receipt shall obligate the Master Servicer to return the File to the
Trustee when the need therefor by the Master Servicer no longer exists unless
the Mortgage Loan shall be liquidated, in which case, upon receipt of a Request
for Release evidencing such liquidation, the receipt shall be released by the
Trustee to the Master Servicer.
(c) The Master Servicer shall have the right to accept applications of
Mortgagors for consent to (i) partial releases of Mortgages, (ii) alterations,
(iii) removal, demolition or division of properties subject to Mortgages and
(iv) second mortgage subordination agreements. No application for approval shall
be considered by the Master Servicer unless: (x) the provisions of the related
Note and Mortgage have been complied with; (y) the Loan-to-Value Ratio and
debt-to-income ratio after any release does not exceed the maximum Loan-to-Value
Ratio and debt-to-income ratio established in accordance with the underwriting
standards of the Mortgage Loans and any increase in the Loan-to-Value Ratio
shall not exceed 15% unless approved in writing by the Certificate Insurer; and
(z) the lien priority of the related Mortgage is not affected. Upon receipt by
the Trustee of an Officer's Certificate executed on behalf of the Master
Servicer setting forth the action proposed to be taken in respect of a
particular Mortgage Loan and certifying that the criteria set forth in the
immediately preceding sentence have been satisfied, the Trustee shall execute
and deliver to the Master Servicer the consent or partial release so requested
by the Master Servicer. A proposed form of consent or partial release, as the
case may be, shall accompany any Officer's Certificate delivered by the Master
Servicer pursuant to this paragraph. The Master Servicer shall notify the
Certificate Insurer and the Rating Agencies if an application is approved under
clause (y) above without approval in writing by the Certificate Insurer.
Section 8.15 Servicing Compensation.
As compensation for its activities hereunder, the Master Servicer shall be
entitled to retain the amount of the Servicing Fee with respect to each Mortgage
Loan from payments received with respect to the Mortgage Loans. The Master
Servicer shall be entitled to retain additional servicing
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compensation in the form of prepayment charges, release fees, bad check charges,
assumption fees, late payment charges, prepayment penalties, or any other
servicing-related fees, Prepayment Interest Excess (to the extent not used to
offset Prepayment Interest Shortfalls), Net Liquidation Proceeds not required to
be deposited in the Collection Account pursuant to Section 8.08(c)(ii) (to the
extent not required to be paid to the related Mortgagor under the related
Mortgage Loan or applicable law) and similar items, to the extent collected from
Mortgagors.
Section 8.16 Annual Statement as to Compliance.
The Master Servicer, at its own expense, will deliver to the Trustee, the
Certificate Insurer and the Rating Agencies, on or before March 31 of each year,
commencing in 2000, an Officer's Certificate stating, as to each signer thereof,
(i) that a review of the activities of the Master Servicer during such preceding
calendar year and of performance under this Agreement has been made under such
officers' supervision, (ii) that to the best of such officer's knowledge, based
on such review, the Master Servicer has fulfilled all its obligations under this
Agreement for such year, or, if there has been a default in the fulfillment of
all such obligations, specifying each such default known to such officers and
the nature and status thereof including the steps being taken by the Master
Servicer to remedy such default, and (iii) the Master Servicer's short-term
commercial paper rating.
Section 8.17 Annual Independent Certified Public Accountants' Reports.
(a) On or before March 31 of each year, commencing in 2000, the Master
Servicer, at its own expense (or if the Trustee is then acting as Master
Servicer, at the expense of the Depositor, which in no event shall exceed $1,000
per annum), shall cause to be delivered to the Trustee, the Certificate Insurer
and the Rating Agencies a letter or letters of a firm of independent, nationally
recognized certified public accountants reasonably acceptable to the Certificate
Insurer and dated as of the date of the Master Servicer's audit for its most
recent fiscal year, stating that such firm has examined the Master Servicer's
overall servicing operations in accordance with the requirements of the Uniform
Single Attestation Program for Mortgage Bankers, and stating such firm's
conclusions relating thereto.
(b) As long as Block Financial Corporation is acting as Master Servicer,
all references in subsection (a) above to the "Master Servicer" shall be deemed
to be references to each Sub-Servicer.
(c) The Master Servicer shall, on behalf of the Trust, prepare, sign and
file with the Securities and Exchange Commission any and all reports, statements
and information respecting the Trust which the Master Servicer or the Trustee
determines are required to be filed with the Securities and Exchange Commission
pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended, each such report, statement and information to be filed on or prior to
the required filing date for such report, statement or information.
Notwithstanding the foregoing, the Depositor shall file with the Securities and
Exchange Commission, within fifteen days of the Startup Day, a Current Report on
Form 8-K together with this Agreement.
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Section 8.18 Access to Certain Documentation and Information Regarding
the Mortgage Loans.
The Master Servicer shall provide to the Trustee, the Certificate Insurer
and the supervisory agents and examiners of each of the foregoing (which, in the
case of supervisory agents and examiners, may be required by applicable state
and federal regulations) access to the documentation regarding the Mortgage
Loans, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Master Servicer
designated by it.
Section 8.19 Merger or Consolidation of the Master Servicer; Assignment.
Subject to the following paragraph, the Master Servicer will keep in full
effect its existence, rights and good standing as a corporation under the laws
of the State of Delaware and will not jeopardize its ability to do business in
each jurisdiction in which one or more of the Mortgaged Properties are located
or to protect the validity and enforceability of this Agreement, the
Certificates or any of the Mortgage Loans and to perform its respective duties
under this Agreement.
The Master Servicer may be merged or consolidated with or into any Person,
or transfer all or substantially all of its assets to any Person, in which case
any Person resulting from any merger or consolidation to which it shall be a
party, or any Person succeeding to its business, shall be the successor of the
Master Servicer and shall be deemed to have assumed all of the liabilities of
the Master Servicer hereunder, if each of the Rating Agencies has confirmed in
writing that such merger, consolidation or transfer and succession shall not
result, in and of itself, in a downgrading, withdrawal or qualification of the
rating then assigned by such Rating Agency to any Class of Certificates.
Section 8.20 Removal of Master Servicer; Resignation of master Servicer.
(a) The Certificate Insurer (or the Owners, with the consent of the
Certificate Insurer pursuant to Section 6.11 hereof) may direct the Trustee to
remove the Master Servicer upon the occurrence of any of the following events:
(i) The Master Servicer shall (A) apply for or consent to the
appointment of a receiver, trustee, liquidator or custodian or similar
entity with respect to itself or its property, (B) admit in writing its
inability to pay its debts generally as they become due, (C) make a general
assignment for the benefit of creditors, (D) be adjudicated a bankrupt or
insolvent, (E) commence a voluntary case under the federal bankruptcy laws
of the United States of America or file a voluntary petition or answer
seeking reorganization, an arrangement with creditors or an order for
relief or seeking to take advantage of any insolvency law or file an answer
admitting the material allegations of a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding or (F) take corporate
action for the purpose of effecting any of the foregoing; or
(ii) If without the application, approval or consent of the Master
Servicer, a proceeding shall be instituted in any court of competent
jurisdiction, under any law relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking in respect of the
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Master Servicer an order for relief or an adjudication in bankruptcy,
reorganization, dissolution, winding up, liquidation, a composition or
arrangement with creditors, a readjustment of debts, the appointment of a
trustee, receiver, liquidator or custodian or similar entity with respect
to the Master Servicer or of all or any substantial part of its assets, or
other like relief in respect thereof under any bankruptcy or insolvency
law, and, if such proceeding is being contested by the Master Servicer in
good faith, the same shall (A) result in the entry of an order for relief
or any such adjudication or appointment or (B) continue undismissed or
pending and unstayed for any period of seventy-five (75) consecutive days;
or
(iii) The Master Servicer shall fail to perform in any material
respect any one or more of its obligations hereunder and shall continue in
default thereof for a period of thirty (30) days (or with respect to a
failure by the Master Servicer to remit the Monthly Remittance Amount to
the Trustee as provided in Section 8.08(d)(ii)(a) which failure continues
unremedied for two Business Days following the receipt of written notice by
an Authorized Officer of such servicer from the Trustee or from any Owner)
after the earlier of (A) actual knowledge of an officer of the Master
Servicer or (B) receipt of notice from the Trustee or the Certificate
Insurer of said failure; provided, however, that if the Master Servicer can
demonstrate to the reasonable satisfaction of the Certificate Insurer that
it is diligently pursuing remedial action, then the cure period may be
extended with the written approval of the Certificate Insurer; or
(iv) The Master Servicer shall fail to cure any breach of any of its
representations and warranties set forth in Section 3.02 which materially
and adversely affects the interests of the Owners or the Certificate
Insurer for a period of sixty (60) days after the earlier of the Master
Servicer's discovery or receipt of notice thereof; provided, however, that
if the Master Servicer can demonstrate to the reasonable satisfaction of
the Certificate Insurer that it is diligently pursuing remedial action,
then the cure period may be extended with the written approval of the
Certificate Insurer; or
(v) The merger, consolidation or other combination of the Master
Servicer with or into any other entity, unless such merger, consolidation
or other combination is in accordance with Section 8.19; or
(vi) The breach by the Seller, as long as the Seller is an affiliate
of the Master Servicer, of the covenant to (A) substitute a Qualified
Replacement Mortgage Loan and deliver the Substitution Adjustment to the
Master Servicer for deposit in the Collection Account or (B) purchase a
Mortgage Loan, pursuant to Section 3.04(b).
(b) The Certificate Insurer may instruct the Trustee to remove the Master
Servicer upon (i) the failure by the Master Servicer to make any required
Servicing Advance when due or (ii) the failure of the Master Servicer to make
any required Delinquency Advance or to pay any Compensating Interest when due.
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The Certificate Insurer may also remove the Master Servicer upon the
failure of the Master Servicer to satisfy the Servicer Termination Test or upon
any breach of the Master Servicer's obligations under Section 5.08(d).
(c) If any event described in subsection (b) above occurs and is
continuing, the Certificate Insurer may terminate the Master Servicer in
accordance with this Section and the Trustee shall act as successor Master
Servicer.
The Certificate Insurer agrees to use its best efforts to inform the
Trustee of any materially adverse information regarding the Master Servicer's
servicing activities that comes to the attention of the Certificate Insurer from
time to time.
(d) If any event described in sections (a) and (b) above occurs and is
continuing, the Certificate Insurer shall notify the Owners of the Class R
Certificates in writing if the Certificate Insurer intends to terminate the
Master Servicer in its capacity as Master Servicer under this Agreement.
(e) The Master Servicer may assign its rights and delegate its duties and
obligations under this Agreement in connection with the sale or transfer of a
substantial portion of its mortgage servicing or asset management portfolio,
provided that: (i) the purchaser or transferee accepting such assignment and
delegation (A) shall be satisfactory to the Trustee and the Certificate Insurer,
(B) shall be (I) an established mortgage finance institution, bank or mortgage
servicing institution, organized and doing business under the laws of the United
States, any state thereof or the District of Columbia, authorized under such
laws to perform the duties of a servicer of mortgage loans or (II) a Person
resulting from a merger, consolidation or succession that is permitted under
Section 8.19, and (C) shall execute and deliver to the Trustee and the
Certificate Insurer an agreement, in form and substance reasonably satisfactory
to the Trustee and the Certificate Insurer, which contains an assumption by such
Person of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Master Servicer under this
Agreement from and after the date of such agreement; (ii) as evidenced by a
letter from each Rating Agency delivered to the Trustee and the Certificate
Insurer, each Rating Agency's rating or ratings of the Certificates in effect
immediately prior to such assignment and delegation will not be qualified,
downgraded or withdrawn as a result of such assignment and delegation; (iii) the
Master Servicer shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under
this Section 8.20(e); and (iv) the rate at which the Servicing Fee (or any
component thereof) is calculated shall not exceed the rate in effect prior to
such assignment and delegation. Upon acceptance of such assignment and
delegation, the purchaser or transferee shall be the successor Master Servicer
hereunder. The Master Servicer shall not resign from the obligations and duties
imposed on it pursuant to this Agreement, except upon determination that its
duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it, the other activities of the Master Servicer so causing such a conflict
being of a type and nature carried on by the Master Servicer at the date of this
Agreement. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an independent opinion of counsel to such effect
which shall be delivered to the Trustee and the Certificate Insurer.
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(f) No removal or resignation of the Master Servicer shall become
effective until the Trustee or a successor Master Servicer (such successor
Master Servicer to be reasonably approved by the Certificate Insurer) shall have
assumed the Master Servicer's responsibilities and obligations in accordance
with this Section.
(g) Upon removal or resignation of the Master Servicer, the Master
Servicer at its own expense also shall promptly deliver or cause to be delivered
to a successor servicer or the Trustee all the books and records (including,
without limitation, records kept in electronic form) that the Master Servicer
has maintained for the Mortgage Loans, including all tax bills, assessment
notices, insurance premium notices and all other documents as well as all
original documents then in the Master Servicer's possession.
(h) Any collections then being held by the Master Servicer prior to its
removal and any collections received by the Master Servicer after removal or
resignation shall be endorsed by it to the Trustee and remitted directly and
immediately to the successor Master Servicer.
(i) Upon removal or resignation of the Master Servicer, the Trustee (x)
may solicit bids for a successor servicer as described below, and (y) pending
the appointment of a successor servicer as a result of soliciting such bids,
shall serve as Master Servicer. The Trustee shall, if it is unable to obtain a
qualifying bid and is prevented by law from acting as Master Servicer, appoint,
or petition a court of competent jurisdiction to appoint, any housing and home
finance institution, bank or mortgage servicing institution which has been
designated as an approved seller-servicer by FNMA or FHLMC for first and second
mortgage loans and having equity of not less than $1,500,000 (or such lower
level as may be acceptable to the Certificate Insurer), as determined in
accordance with generally accepted accounting principles and acceptable to the
Certificate Insurer and the Owners of the Class R Certificates (provided that if
the Certificate Insurer and such Owners cannot agree within a reasonable period
of time as to the acceptability of such successor Master Servicer, the decision
of the Certificate Insurer shall control) as the successor to the Master
Servicer hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Master Servicer hereunder. The compensation of any
successor Master Servicer (including, without limitation, the Trustee) so
appointed shall be the aggregate Servicing Fee, together with the other
servicing compensation in the form of assumption fees, late payment charges or
otherwise as provided in Sections 8.08 and 8.15; provided, however, that if the
Trustee acts as successor Master Servicer then the Master Servicer agrees to pay
to the Trustee at such time that the Trustee becomes such successor Master
Servicer a set-up fee of twenty-five dollars ($25.00) for each Mortgage Loan
then included in the Trust Estate. The Trustee shall be obligated to serve as
successor Master Servicer whether or not the fee described in the preceding
sentence is paid by the Seller, but shall in any event be entitled to receive,
and to enforce payment of, such fee from the Seller.
(j) In the event the Trustee solicits bids as provided above, the Trustee
shall solicit, by public announcement, bids from housing and home finance
institutions, banks and mortgage servicing institutions meeting the
qualifications set forth above. Such public announcement shall specify that the
successor Master Servicer shall be entitled to the full amount of the aggregate
Servicing Fees as servicing compensation, together with the other servicing
compensation in the form of assumption fees, late payment charges or otherwise
as provided in Sections 8.08 and 8.15. Within thirty days after any such public
announcement, the Trustee shall negotiate and effect the
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sale, transfer and assignment of the servicing rights and responsibilities
hereunder to the qualified party submitting the highest satisfactory bid as to
the price they will pay to obtain servicing. The Trustee shall deduct from any
sum received by the Trustee from the successor Master Servicer in respect of
such sale, transfer and assignment all costs and expenses of any public
announcement and of any sale, transfer and assignment of the servicing rights
and responsibilities hereunder. After such deductions, the remainder of such sum
less any amounts due the Trustee or the Trust from the Master Servicer shall be
paid by the Trustee to the removed Master Servicer at the time of such sale,
transfer and assignment to the successor Master Servicer.
(k) The Trustee and such successor Master Servicer shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession, including the notification to all Mortgagors of the transfer of
servicing. The Master Servicer agrees to cooperate with the Trustee and any
successor Master Servicer in effecting the termination of the Master Servicer's
servicing responsibilities and rights hereunder and shall promptly provide the
Trustee or such successor Master Servicer, as applicable, all documents and
records reasonably requested by it to enable it to assume the Master Servicer's
functions hereunder and shall promptly also transfer to the Trustee or such
successor Master Servicer, as applicable, all amounts which then have been or
should have been deposited in the Collection Account by the Master Servicer or
which are thereafter received with respect to the Mortgage Loans. Neither the
Trustee nor any other successor Master Servicer shall be held liable by reason
of any failure to make, or any delay in making, any distribution hereunder or
any portion thereof caused by (i) the failure of the Master Servicer to deliver,
or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Master Servicer. Subject to subsection (j), if the Master Servicer resigns or is
replaced hereunder, the Master Servicer agrees to reimburse the Trust, the
Owners and the Certificate Insurer for the costs and expenses associated with
the transfer of servicing to the replacement Master Servicer; provided, however,
that the Master Servicer shall be responsible for making such reimbursement in
an amount not to exceed the first $25.00 of such reimbursement for each Mortgage
Loan then included in the Trust Estate; provided, further, that any
reimbursement amount in excess of such first $25.00 for each such Mortgage Loan
shall be paid 50% by the Master Servicer and 50% by the successor Master
Servicer.
(l) The Trustee or any other successor Master Servicer, upon assuming the
duties of Master Servicer hereunder, shall immediately make all required
Delinquency Advances and deposit them to the Collection Account which the Master
Servicer has theretofore failed to remit with respect to the Mortgage Loans;
provided, however, that if the Trustee is acting as successor Master Servicer,
the Trustee shall only be required to make Delinquency Advances (including the
Delinquency Advances described in this clause (l)) if, in the Trustee's
reasonable good faith judgment, such Delinquency Advances will ultimately be
recoverable from the Mortgage Loans. Notwithstanding the above, or anything in
this Section to the contrary, the Trustee, if it becomes Master Servicer
pursuant to this Section, shall have no responsibility or obligation (i) to
repurchase or substitute any Mortgage Loan, (ii) for any representation or
warranty of the Master Servicer hereunder, (iii) for any unsatisfied liability
of the Master Servicer pursuant to Section 8.11, (iv) for losses on Permitted
Investments directed by any other Master Servicer and (v) for any act or
omission of either a predecessor or successor Master Servicer other than the
Trustee.
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(m) The Trustee shall give notice to the Certificate Insurer, to the
Mortgagors, to Moody's and to Standard & Poor's of the transfer of the servicing
to the successor Master Servicer.
(n) The Trustee shall give notice to the Certificate Insurer, the Owners,
the Trustee, the Seller, Moody's and Standard & Poor's of the occurrence of any
event described in paragraphs (a) or (b) above of which the Trustee is aware.
Section 8.21 Inspections by Certificate Insurer; Errors and Omissions
Insurance.
(a) Upon reasonable notice, the Trustee, the Certificate Insurer or any
agents thereof may inspect the Master Servicer's servicing operations and
discuss the servicing operations of the Master Servicer during the Master
Servicer's normal business hours with any of its officers or directors;
provided, however, that the costs and expenses incurred by the Master Servicer
or its agents or representatives in connection with any such examinations or
discussions shall be paid by the Master Servicer.
(b) The Master Servicer agrees to maintain errors and omissions coverage
and a fidelity bond, each at least to the extent required by Section 305 of Part
I of the FNMA Guide or any successor provision thereof; provided, however, that
if the Trustee shall become the Master Servicer, any customary insurance
coverage that the Trustee maintains shall be deemed sufficient hereunder;
provided, further, that in the event that the fidelity bond or the errors and
omissions coverage is no longer in effect, the Trustee shall promptly give such
notice to the Certificate Insurer and the Owners. Upon the request of the
Trustee or the Certificate Insurer, the Master Servicer shall cause to be
delivered to such requesting Person a certified true copy of such fidelity bond
or errors and omissions policy.
ARTICLE IX
TERMINATION OF TRUST
Section 9.01 Termination of Trust.
The Trust created hereunder and all obligations created by this Agreement
will terminate upon the payment to the Owners of all Certificates, from amounts
other than those available under the Certificate Insurance Policy, of all
amounts held by the Trustee and required to be paid to such Owners pursuant to
this Agreement upon the latest to occur of (a) the final payment or other
liquidation of the last Mortgage Loan in the Trust Estate, (b) the disposition
of all property acquired in respect of any Mortgage Loan remaining in the Trust
Estate, (c) at any time when a Qualified Liquidation of both Mortgage Loan
Groups included within the Trust is effected as described below and (d) the
final payment to the Certificate Insurer of all amounts then owing to it. To
effect a termination of this Agreement pursuant to clause (c) above, the Owners
of a majority in Percentage Interest represented by the Class A Certificates
then Outstanding shall (i) direct the Trustee on behalf of the Trust to adopt a
plan of complete liquidation for each of the Mortgage Loan Groups, as
contemplated by Section 860F(a)(4) of the Code and (ii) provide to the Trustee
an opinion of counsel experienced in federal income tax matters acceptable to
the Certificate Insurer and the
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Trustee to the effect that each such liquidation constitutes a Qualified
Liquidation, and the Trustee either shall sell the Mortgage Loans and distribute
the proceeds of the liquidation of the Trust Estate, or shall distribute
equitably in kind all of the assets of the Trust Estate to the remaining Owners
of the Certificates each in accordance with such plan, so that the liquidation
or distribution of the Trust Estate, the distribution of any proceeds of the
liquidation and the termination of this Agreement occur no later than the close
of the 90th day after the date of adoption of the plan of liquidation and such
liquidation qualifies as a Qualified Liquidation. In no event, however, will the
Trust created by this Agreement continue beyond the earlier of (i) the
expiration of twenty-one (21) years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late Ambassador of the United States to
the Court of Saint James's, living on the date hereof and (ii) the Latest
Possible Maturity Date. The Trustee shall give written notice of termination of
this Agreement to each Owner in the manner set forth in Section 11.05.
Section 9.02 Termination upon Option of Owners of Class R Certificates and
Master Servicer.
(a) On any Monthly Remittance Date on or after the Optional Termination
Date, the Class R Optionholder may determine to purchase and may cause the
purchase from the Trust of all (but not fewer than all) Mortgage Loans and all
property theretofore acquired in respect of any Mortgage Loan by foreclosure,
deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate on
terms agreed upon between the Certificate Insurer and the Class R Optionholder
at a price no less than the Minimum Termination Amount. In connection with such
purchase, the Master Servicer shall remit to the Trustee all amounts then on
deposit in the Collection Account for deposit to the Distribution Account, which
deposit shall be deemed to have occurred immediately preceding such purchase.
The Master Servicer shall indemnify the Certificate Insurer for any claims under
the Certificate Insurance Policies for the exercise of such option.
(b) In addition to the foregoing, following the Optional Termination Date,
on or after the first Monthly Remittance Date on which the aggregate of the Loan
Balances of the Mortgage Loans is less than 5% of the Original Aggregate Loan
Balance, the Master Servicer may determine to purchase and may cause the
purchase from the Trust of all (but not fewer than all) Mortgage Loans and all
property theretofore acquired in respect of any Mortgage Loan by foreclosure,
deed in lieu of foreclosure, or otherwise then remaining in the Trust Estate at
terms agreed upon between the Certificate Insurer and the Master Servicer, at a
price no less than the Minimum Termination Amount. The Master Servicer shall
indemnify the Certificate Insurer for any claims under the Certificate Insurance
Policies for the exercise of such option.
(c) In connection with any such purchase, such Class R Optionholder or the
Master Servicer, as applicable, shall adopt and the Trustee shall adopt, as to
the Trust, a plan of complete liquidation for both of the Mortgage Loan Groups
as contemplated by Section 860F(a)(4) of the Code and shall provide to the
Trustee an opinion of counsel experienced in federal income tax matters
acceptable to the Trustee to the effect that such purchase and liquidation
constitutes, as to the Trust, a Qualified Liquidation. In addition, such Class R
Optionholder, the Master Servicer or the Certificate Insurer, as applicable,
shall provide to the Trustee an opinion of counsel acceptable to the Trustee to
the effect that such purchase and liquidation does not constitute a preference
payment pursuant to the United States Bankruptcy Code.
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(d) Promptly following any purchase described in this Section 9.02, the
Trustee will release the Files to the Owners of such Class R Certificates or the
Master Servicer, as the case may be, or otherwise upon their order, in a manner
similar to that described in Section 8.14 hereof.
Section 9.03 Termination Auction.
The Trustee shall, in accordance with the procedures and schedule set
forth in Exhibit K hereto (the "Auction Procedures") and upon written notice
from the Master Servicer, make a commercially reasonable effort to sell at fair
market value in a commercially reasonable manner and upon commercially
reasonable terms, by conducting an auction (the "Termination Auction") of the
Mortgage Loans remaining in the Trust in order to effect a termination of the
Trust on a date selected by the Trustee (the "Auction Date"), but in any case
within ninety days following the Optional Termination Date. The Seller and the
Master Servicer may, but shall not be required to, bid at the Termination
Auction. The Trustee shall be entitled to retain counsel of its choice to
represent it in the Termination Auction, and the fees and expenses of such
counsel shall be paid by the Seller. The Trustee shall sell and transfer the
Mortgage Loans to the highest bidder therefor at the Termination Auction
provided that:
(1) the Termination Auction has been conducted in accordance with the
Auction Procedures;
(2) the Trustee has received good faith bids for the Mortgage Loans
from at least two prospective purchasers that are considered by the
Trustee, in its sole discretion, to be competitive participants in the
market for mortgage loans similar to the Mortgage Loans and willing and
able purchasers of the Mortgage Loans; provided, that at least one of such
prospective purchasers shall not be the Seller or an affiliate of the
Seller;
(3) a financial advisor selected by the Trustee, the fees of whom
shall be an expense of the Seller, as advisor to the Trustee (in such
capacity, the "Advisor"), shall have advised the Trustee in writing that at
least two of such bidders are participants in the market for mortgage loans
and are willing and able to purchase the Mortgage Loans (the Trustee may in
its discretion select itself or an affiliate thereof as Advisor);
(4) the highest bid in respect of the Mortgage Loans is not less than
the aggregate fair market value of the Mortgage Loans (as determined by the
Trustee in its sole discretion);
(5) any bid submitted by the Seller or any affiliate thereof shall be
independently verified and represented in writing by a qualified
independent third party evaluator (which may include the Advisor or an
investment banking firm) selected by the Trustee and may only be considered
if such evaluator determines that the bid reasonably represents the fair
market value of the Mortgage Loans;
(6) the highest bid would result in proceeds from the sale of the
Mortgage Loans which will be at least equal to the Minimum Termination
Amount;
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(7) such sale and consequent termination of the Trust must constitute
a "qualified liquidation" of the Trust under Section 860F of the Code,
including the requirement that such qualified liquidation take place over
a period not to exceed 90 days (the Trustee may, in its discretion,
require that the purchaser of such Mortgage Loans provide an opinion of
counsel to that effect); and
(8) the terms of the Termination Auction must be made available to
all bidders and must stipulate that the Master Servicer be retained to
service the Mortgage Loans on terms substantially similar to those in this
Agreement.
Provided that all of the conditions set forth in clauses (1) through (8)
have been met, the Trustee shall sell and transfer the Mortgage Loans, without
representation, warranty or recourse of any kind whatsoever, to such highest
bidder in accordance with and upon completion of the Auction Procedures. The
Trustee shall deposit the purchase price for the Mortgage Loans in the
Distribution Account at least one Business Day prior to the fourth Distribution
Date following the Optional Termination Date. In the event that any of such
conditions are not met or such highest bidder fails or refuses to comply with
any of the Auction Procedures, the Trustee shall decline to consummate such sale
and transfer. In such case, the Termination Auction shall be concluded and the
Trustee shall be under no further duty to solicit bids for or otherwise to
attempt to sell the Mortgage Loans. The Master Servicer shall indemnify the
Certificate Insurer for any claim under the Certificate Insurance Policies due
to the exercise of this sale right.
Section 9.04 Termination upon Loss of REMIC Status.
(a) Following a final determination by the Internal Revenue Service or by
a court of competent jurisdiction, in either case from which no appeal is taken
within the permitted time for such appeal or, if any appeal is taken, following
a final determination of such appeal from which no further appeal can be taken,
to the effect that the Trust does not and will no longer qualify as a REMIC
pursuant to Section 860D of the Code (the "Final Determination"), at any time on
or after the date which is 30 calendar days following such Final Determination
(i) the Certificate Insurer or the Owners of a majority in Percentage Interests
represented by the Class A Certificates then Outstanding with the consent of the
Certificate Insurer may direct the Trustee on behalf of the Trust to adopt a
plan of complete liquidation, as contemplated by Section 860F(a)(4) of the Code
or (ii) the Master Servicer or the Certificate Insurer may notify the Trustee of
the Master Servicer's or the Certificate Insurer's, as applicable, determination
to purchase from the Trust all (but not fewer than all) Mortgage Loans and all
property theretofore acquired by foreclosure, deed in lieu of foreclosure, or
otherwise then remaining in the Trust Estate at a price equal to the sum of (w)
the greater of (I) 100% of the aggregate Loan Balances of the Mortgage Loans as
of the day of purchase minus amounts remitted from the Collection Account
representing collections of principal on the Mortgage Loans during the current
Due Period, and (II) the fair market value of such Mortgage Loans (disregarding
accrued interest), (x) one month's interest on such amount computed at the
Adjusted Pass-Through Rate, (y) the aggregate amount of any unreimbursed
Delinquency Advances and Servicing Advances and the interest portion of any
Delinquency Advances which the Master Servicer has theretofore failed to remit
and (z) any Reimbursement Amounts due and owing to the Certificate Insurer.
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Upon receipt of such direction or notice, the Trustee shall notify the
Owners of the Class R Certificates of such election to liquidate or such
determination to purchase, as the case may be (the "Termination Notice"). The
Owners of a majority of the Percentage Interests of the Class R Certificates
then Outstanding may, within 60 days from the date of receipt of the Termination
Notice (the "Purchase Option Period"), at their option, purchase from the Trust
all (but not fewer than all) Mortgage Loans and all property theretofore
acquired by foreclosure, deed in lieu of foreclosure, or otherwise then
remaining in the Trust Estate at a purchase price equal to the aggregate Loan
Balances of all Mortgage Loans as of the date of such purchase, plus (a) one
month's interest on such amount at the Adjusted Pass-Through Rate, (b) the
aggregate amount of any unreimbursed Delinquency Advances and Servicing Advances
and (c) the interest portion of any Delinquency Advances which the Master
Servicer has theretofore failed to remit. If, during the Purchase Option Period,
the Owners of the Class R Certificates have not exercised the option described
in the immediately preceding sentence, then upon the expiration of the Purchase
Option Period (i) in the event that neither the Master Servicer nor the
Certificate Insurer have elected to purchase the Mortgage Loans, the Trustee
shall sell the Mortgage Loans and distribute the proceeds of the liquidation of
the Trust Estate, each in accordance with the plan of complete liquidation, such
that, if so directed, the liquidation of the Trust Estate, the distribution of
the proceeds of the liquidation and the termination of this Agreement occur no
later than the close of the 60th day, or such later day as the Certificate
Insurer or the Owners of the Class A Certificates with the consent of the
Certificate Insurer shall permit or direct in writing, after the expiration of
the Purchase Option Period and (ii) in the event that the Master Servicer or the
Certificate Insurer, as applicable, has given the Trustee notice of the Master
Servicer's or the Certificate Insurer's determination to purchase the Trust
Estate, the Master Servicer or the Certificate Insurer shall, within 60 days,
purchase all (but not fewer than all) Mortgage Loans and all property
theretofore acquired by foreclosure, deed in lieu of foreclosure or otherwise
then remaining in the Trust Estate for the price calculated as described in
clause (ii) of the first paragraph of this Section 9.04(a). In connection with
such purchase, the Master Servicer shall remit to the Trustee all amounts then
on deposit in the Collection Account for deposit to the Distribution Account,
which deposit shall be deemed to have occurred immediately preceding such
purchase.
(b) Following a Final Determination, the Owners of a majority of the
Percentage Interests of the Class R Certificates then Outstanding may, at their
option and upon delivery to the Certificate Insurer of an opinion of counsel
experienced in federal income tax matters acceptable to the Certificate Insurer
selected by the Owners of the Class R Certificates, which opinion shall be
reasonably satisfactory in form and substance to the Certificate Insurer, to the
effect that the effect of the Final Determination is to increase substantially
the probability that the gross income of the Trust will be subject to federal
taxation, purchase from the Trust all (but not fewer than all) Mortgage Loans
and all property theretofore acquired by foreclosure, deed in lieu of
foreclosure, or otherwise then remaining in the Trust Estate at a purchase price
equal to the aggregate Loan Balances of all Mortgage Loans as of the date of
such purchase, plus (a) one month's interest on such amount computed at the
Adjusted Pass-Through Rate, (b) the aggregate amount of unreimbursed Delinquency
Advances and (c) any Delinquency Advances which the Master Servicer has
theretofore failed to remit and any Reimbursement Amounts due the Certificate
Insurer. In connection with such purchase, the Master Servicer shall remit to
the Trustee all amounts then on deposit in the Collection Account for deposit to
the Distribution Account, which deposit shall be
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deemed to have occurred immediately preceding such purchase. The foregoing
opinion shall be deemed satisfactory unless the Certificate Insurer gives the
Owners of a majority of the Percentage Interests of the Class R Certificates
notice that such opinion is not satisfactory within thirty days after receipt of
such opinion. In connection with any such purchase, such Owners shall direct the
Trustee to adopt a plan of complete liquidation as contemplated by Section
860F(a)(4) of the Code and shall provide to the Trustee an opinion of counsel
experienced in federal income tax matters to the effect that such purchase
constitutes a Qualified Liquidation.
Section 9.05 Disposition of Proceeds.
The Trustee shall, upon receipt thereof, deposit the proceeds of any
liquidation of the Trust Estate pursuant to this Article IX to the Distribution
Account; provided, however, that any amounts representing unreimbursed
Delinquency Advances and Servicing Advances theretofore funded by the Master
Servicer from the Master Servicer's own funds shall be paid by the Trustee to
the Master Servicer from the proceeds of the Trust Estate.
ARTICLE X
THE TRUSTEE
Section 10.01 Certain Duties and Responsibilities.
(a) The Trustee (i) undertakes to perform such duties and only such duties
as are specifically set forth in this Agreement, and no implied covenants or
obligations shall be read into this Agreement against the Trustee, and (ii) in
the absence of bad faith on its part, may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished pursuant to and conforming to the
requirements of this Agreement; but in the case of any such certificates or
opinions which by any provision hereof are specifically required to be furnished
to the Trustee, shall be under a duty to examine the same to determine whether
or not they conform to the requirements of this Agreement.
(b) Notwithstanding the appointment of the Master Servicer hereunder, the
Trustee is hereby empowered to perform the duties of the Master Servicer, it
being expressly understood, however, that the foregoing describes a power and
not an obligation of the Trustee, and that all parties hereto agree that, prior
to any termination of the Master Servicer, the Master Servicer and, thereafter,
the Trustee or any other successor Master Servicer shall perform such duties.
Specifically, and not in limitation of the foregoing, the Trustee shall, upon
termination or resignation of the Master Servicer and pending the appointment of
any other Person as successor Master Servicer, have the power and duty during
its performance as successor Master Servicer:
(i) to collect Mortgagor payments;
(ii) to foreclose on defaulted Mortgage Loans;
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(iii) to enforce due-on-sale clauses and to enter into assumption and
substitution agreements as permitted by Section 8.12 hereof;
(iv) to deliver instruments of satisfaction pursuant to Section 8.14;
(v) to enforce the Mortgage Loans; and
(vi) to make Delinquency Advances and Servicing Advances and to pay
Compensating Interest.
(c) 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, except that:
(i) this subsection shall not be construed to limit the
effect of subsection (a) of this Section;
(ii) the Trustee shall not be personally liable for any error of
judgment made in good faith by an Authorized Officer of the
Trustee, unless it shall be proved that the Trustee was negligent
in ascertaining the pertinent facts; and
(iii) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with any
direction given pursuant to Section 6.11.
(d) Whether or not therein expressly so provided, every provision of this
Agreement relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.
(e) No provision of this Agreement shall require the Trustee to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties hereunder, or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. 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 Master 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 Master Servicer in accordance with the terms of this Agreement.
(f) The permissive right of the Trustee to take actions enumerated in this
Agreement shall not be construed as a duty and the Trustee shall not be
answerable for other than its own negligence or willful misconduct.
(g) The Trustee shall be under no obligation to institute any suit, or to
take any remedial proceeding under this Agreement, or to take any steps in the
execution of the trusts hereby created or in the enforcement of any rights and
powers hereunder until it shall be indemnified to its
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satisfaction against any and all costs and expenses, outlays and counsel fees
and other reasonable disbursements and against all liability, except liability
which is adjudicated to have resulted from its negligence or willful misconduct,
in connection with any action so taken.
(h) Upon the direction of the Certificate Insurer, the Trustee hereby
agrees to oppose any attempt to treat the Mortgage Loans as the property of the
estate of the Seller, the Master Servicer or the Depositor.
(i) In connection with any offset defenses, or affirmative claim for
recovery, asserted in legal actions brought by Mortgagors under one or more
Mortgage Loans based upon provisions therein or upon other rights or remedies
arising from any requirements of law applicable to the Mortgage Loans:
(i) the Trustee is the holder of the Mortgage Loans only as trustee
on behalf of the holders of the Certificates, and not as a principal or in
any individual or personal capacity;
(ii) subject to the other provisions of this Section 10.01, the
Trustee shall not be personally liable for, or obligated to pay
Mortgagors, any affirmative claims asserted thereby, or responsible to
holders of the Certificates for any offset defense amounts applied against
Mortgage Loan payments, pursuant to such legal actions;
(iii)the Trustee will pay, solely from available Trust Estate money,
affirmative claims for recovery by Mortgagors only pursuant to final
judicial orders or judgments, or judicially-approved settlement
agreements, resulting from such legal actions.
(iv) the Trustee will comply with judicial orders and judgments which
require its actions or cooperation in connection with Mortgagors' legal
actions to recover affirmative claims against holders of the Certificates;
and
(v) subject to Section 10.01(e), the Trustee will cooperate with and
assist the Depositor, the Master Servicer, the Seller or holders of the
Certificates in their defense of legal actions by third parties to recover
affirmative claims if such cooperation and assistance is not contrary to
the interests of the Trustee as a party to such legal actions.
Section 10.02 Removal of Trustee for Cause.
(a) The Trustee may be removed pursuant to paragraph (b) hereof upon the
occurrence of any of the following events (whatever the reason for such event
and whether it shall be voluntary or involuntary or be effected by operation of
law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body):
(1) the Trustee shall fail to distribute to the Owners entitled
hereto on any Distribution Date amounts available for distribution in
accordance with the terms hereof; provided, however, that any such failure
which is due to circumstances beyond the control of the Trustee shall not
be a cause for removal hereunder; or
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(2) the Trustee shall breach or fail in the performance of any
covenant or agreement of the Trustee in this Agreement, or if any
representation or warranty of the Trustee made in this Agreement or in any
certificate or other writing delivered pursuant hereto or in connection
herewith shall prove to be incorrect in any material respect as of the
time when the same shall have been made, and such failure or breach shall
continue or not be cured for a period of 30 days after there shall have
been given, by registered or certified mail, to the Trustee by the Seller,
the Certificate Insurer, or by the Owners of at least 25% of the aggregate
Percentage Interests in the Trust Estate represented by the Class A
Certificates then Outstanding, or, if there are no Class A Certificates
then Outstanding, by the Owners of such Percentage Interests represented
by Class R Certificates, a written notice specifying such failure or
breach and requiring it to be remedied; or
(3) a decree or order of a court or agency or supervisory authority
having jurisdiction for the appointment of a conservator or receiver or
liquidator in any insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Trustee,
and such decree or order shall have remained in force undischarged or
unstayed for a period of 75 days; or
(4) a conservator or receiver or liquidator or sequestrator or
custodian of the property of the Trustee is appointed in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Trustee or relating to all or
substantially all of its property; or
(5) the Trustee shall become insolvent (however insolvency is
evidenced), generally fail to pay its debts as they come due, file or
consent to the filing of a petition to take advantage of any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its creditors, voluntarily suspend payment of its obligations, or take
corporate action for the purpose of any of the foregoing; or
(6) the Trustee shall (i) delegate or assign the execution of its
trusts or powers or the performance of its duties under Sections 7.02(c),
7.02(d), 7.03(c), 7.09 or 11.16 of this Agreement, or (ii) resume the
execution of its trusts or powers or the performance of its duties under
Sections 7.02(c), 7.02(d), 7.03(c), 7.09 or 11.16 of this Agreement after
having previously delegated or assigned such execution or performance, in
either case without the prior written consent of the Master Servicer.
The Depositor shall give to the Certificate Insurer, Moody's and Standard
& Poor's notice of the occurrence of any such event of which the Depositor is
aware.
(b) If any event described in paragraph (a) occurs and is continuing, then
and in every such case (i) the Certificate Insurer or (ii) with the prior
written consent (which shall not be unreasonably withheld) of the Certificate
Insurer, the Master Servicer and the Owners of a majority of the Percentage
Interests represented by the Class A Certificates or if there are no Class A
Certificates then Outstanding by the Owners of a majority of the Percentage
Interests represented by the Class R
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Certificates, may, whether or not the Trustee resigns pursuant to Section
10.09(b) hereof, concurrently with the giving of notice to the Trustee, and
without delaying the 30 days required for notice therein, appoint a successor
Trustee pursuant to the terms of Section 10.09 hereof.
(c) To the extent of any costs incurred in removing the Trustee which are
not recovered from the former Trustee, such costs will be payable pursuant to
Section 2.05 hereof.
Section 10.03 Certain Rights of the Trustee.
Except as otherwise provided in Section 10.01 hereof:
(a) the Trustee may rely and shall be protected in acting or refraining
from acting based upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, note or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(b) any request or direction of the Depositor, the Seller, the Certificate
Insurer, or the Owners of any Class of Certificates mentioned herein shall be
sufficiently evidenced in writing;
(c) whenever in the administration of this Agreement the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer's Certificate;
(d) the Trustee may consult with counsel, and the written advice of such
counsel (selected in good faith by the Trustee) or any opinion of counsel
delivered to the Trustee hereunder shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reasonable reliance thereon;
(e) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Agreement at the request or direction of any of
the Certificate Insurer or the Owners pursuant to this Agreement, unless the
Certificate Insurer or such Owners shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;
(f) 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, direction, consent, order, bond, note or other
paper or document, but the Trustee in its discretion may make such further
inquiry or investigation into such facts or matters as it may see fit;
(g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents,
affiliates, attorneys or custodians; provided, however, that the Trustee shall
not (i) delegate or assign the execution of any of its trusts or powers or the
performance of its duties under Sections 7.02(c), 7.02(d), 7.03(c), 7.09 or
11.16 of this Agreement or (ii) resume the execution of any of its trusts or
powers or the performance of its duties under Sections 7.02(c), 7.02(d),
7.03(c), 7.09 or 11.16 of this Agreement after having previously
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delegated or assigned such execution or performance, in either case without the
prior written consent of the Master Servicer;
(h) the Trustee shall not be liable for any action it takes or omits to
take in good faith which it reasonably believes to be authorized by the
Authorized Officer of any Person or within its rights or powers under this
Agreement other than as to validity and sufficiency of its authentication of the
Certificates;
(i) 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;
(j) pursuant to the terms of this Agreement, the Master Servicer is
required to furnish to the Trustee from time to time certain information and to
make various calculations which are relevant to the performance of the Trustee's
duties under this Agreement. The Trustee shall be entitled to rely in good faith
on any such information and calculations in the performance of its duties
hereunder, (i) unless and until an Authorized Officer of the Trustee has actual
knowledge, or is advised by the Certificate Insurer or any Owner of a
Certificate (either in writing or orally with prompt written or facsimile
confirmation), that such information or calculations is or are incorrect, or
(ii) unless there is a manifest error in any such information; and
(k) the Trustee shall not be required to give any bond or surety in respect
of the execution of the Trust Estate created hereby or the powers granted
hereunder.
Section 10.04 Not Responsible for Recitals or Issuance of Certificates.
The recitals and representations contained herein and in the Certificates,
except any such recitals and representations relating to the Trustee, shall be
taken as the statements of the Depositor and the Trustee assumes no
responsibility for their correctness. The Trustee makes no representation as to
the validity or sufficiency of this Agreement, of the Certificates, or any
Mortgage Loan or document related thereto other than as to validity and
sufficiency of its authentication of the Certificates. The Trustee shall not be
accountable for the use or application by the Depositor of any of the
Certificates or of the proceeds of such Certificates, or for the use or
application of any funds paid to the Depositor, the Seller or the Master
Servicer in respect of the Mortgage Loans or deposited into or withdrawn from
the Collection Account by the Depositor, the Master Servicer or the Seller, and
shall have no responsibility for filing any financing or continuation statement
in any public office at any time or otherwise to perfect or maintain the
perfection of any security interest or lien or to prepare or file any Securities
and Exchange Commission filings for the Trust or to record this Agreement. The
Trustee shall not be required to take notice or be deemed to have notice or
knowledge of any default unless an Authorized Officer of the Trustee shall have
received written notice thereof or an Authorized Officer has actual knowledge
thereof. In the absence of receipt of such notice, the Trustee may conclusively
assume that no default has occurred.
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Section 10.05 May Hold Certificates.
The Trustee, any Paying Agent, Registrar or any other agent of the Trust,
in its individual or any other capacity, may become an Owner or pledgee of
Certificates and may otherwise deal with the Trust, the Certificate Insurer, the
Underwriters, the Seller, the Master Servicer and their affiliates with the same
rights it would have if it were not Trustee, any Paying Agent, Registrar or such
other agent.
Section 10.06 Money Held in Trust.
Money held by the Trustee in trust hereunder need not be segregated from
other trust funds except to the extent required herein or required by law. The
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed in writing with the Seller and except to
the extent of income or other gain on investments which are deposits in or
certificates of deposit of the Trustee in its commercial capacity.
Section 10.07 Compensation and Reimbursement; No Lien for Fees.
The Trustee shall receive compensation for fees and reimbursement for
expenses pursuant to Section 2.05, Section 7.03(c)(iii)(B) and Section 7.06
hereof. The Trustee shall have no lien on the Trust Estate for the payment of
such fees and expenses.
Section 10.08 Corporate Trustee Required; Eligibility.
There shall at all times be a Trustee hereunder which shall be a
corporation or association, organized and doing business under the laws of the
United States of America or of any State, 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 the United States of
America or of such State of organization, acceptable to the Certificate Insurer
and having a deposit rating of at least A- from Standard & Poor's (or such lower
rating as may be acceptable to Standard & Poor's) and A2 by Moody's (or such
lower rating as may be acceptable to Moody's). If such Trustee publishes reports
of condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation or association
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time the Trustee shall cease
to be eligible in accordance with the provisions of this Section, it shall, upon
the request of the Master Servicer with the consent of the Certificate Insurer
(which consent shall not be unreasonably withheld) or of the Certificate
Insurer, resign promptly in the manner and with the effect hereinafter specified
in this Article X.
Section 10.09 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor trustee pursuant to this Article X shall become effective until the
acceptance of appointment by the successor trustee under Section 10.10 hereof.
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(b) The Trustee, or any trustee or trustees hereafter appointed, may
resign at any time by giving written notice of resignation to the Master
Servicer and by mailing notice of resignation by first-class mail, postage
prepaid, to the Certificate Insurer and the Owners at their addresses appearing
on the Register. A copy of such notice shall be sent by the resigning Trustee to
the Rating Agencies. Upon receiving notice of resignation, the Master Servicer
shall promptly appoint a successor trustee or trustees acceptable to the
Certificate Insurer by written instrument, in duplicate, executed on behalf of
the Trust by an Authorized Officer of the Seller, one copy of which instrument
shall be delivered to the Trustee so resigning, one copy to the successor
trustee or trustees. If no successor trustee shall have been appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Owner may, on
behalf of himself and all others similarly situated, petition any such court for
the appointment of a successor trustee. A copy of any such petition shall be
promptly delivered to the Master Servicer. Such court may thereupon, after such
notice, if any, as it may deem proper and appropriate, appoint a successor
trustee.
(c) If at any time the Trustee shall cease to be eligible under Section
10.08 hereof and shall fail to resign after written request therefor by the
Master Servicer or by the Certificate Insurer, the Certificate Insurer or the
Master Servicer with the written consent of the Certificate Insurer may remove
the Trustee and appoint a successor trustee acceptable to the Certificate
Insurer by written instrument, in duplicate, executed on behalf of the Trust by
an Authorized Officer of the Depositor, one copy of which instrument shall be
delivered to the Trustee so removed and one copy to the successor trustee.
(d) The Owners of a majority of the Percentage Interests represented by
the Class A Certificates with the consent of the Certificate Insurer, or, if
there are no Class A Certificates then Outstanding, by the Owners of a majority
of the Percentage Interests represented by the Class R Certificates, may at any
time remove the Trustee and appoint a successor trustee acceptable to the
Certificate Insurer by delivering to the Trustee to be removed, to the successor
trustee so appointed, to the Depositor, to the Master Servicer and to the
Certificate Insurer, copies of the record of the act taken by the Owners, as
provided for in Section 11.03 hereof.
(e) If the Trustee fails to perform its duties in accordance with the
terms of this Agreement, or becomes ineligible pursuant to Section 10.08 to
serve as Trustee, the Certificate Insurer may remove the Trustee and appoint a
successor trustee by written instrument, in triplicate, signed by the
Certificate Insurer duly authorized, one complete set of which instruments shall
be delivered to the Depositor, one complete set to the Trustee so removed, one
complete set to the successor Trustee so appointed.
(f) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of the Trustee for any cause, the
Master Servicer shall promptly appoint a successor trustee acceptable to the
Certificate Insurer. If within one year after such resignation, removal or
incapability or the occurrence of such vacancy, a successor trustee shall be
appointed by act of the Certificate Insurer or the Owners of a majority of the
Percentage Interests represented by the Class A Certificates then Outstanding
with the consent of the Certificate Insurer, the successor trustee so appointed
shall forthwith upon its acceptance of such appointment become the successor
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trustee and supersede the successor trustee appointed by the Master Servicer. If
no successor trustee shall have been so appointed by the Master Servicer or the
Owners and shall have accepted appointment in the manner hereinafter provided,
any Owner may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.
(g) The Depositor shall give notice of any removal of the Trustee by
mailing notice of such event by first-class mail, postage prepaid, to the
Certificate Insurer, to the Rating Agencies and to the Owners as their names and
addresses appear in the Register. Each notice shall include the name of the
successor Trustee and the address of its corporate trust office.
Section 10.10 Acceptance of Appointment by Successor Trustee.
Every successor trustee appointed hereunder shall execute, acknowledge and
deliver to the Depositor on behalf of the Trust and to its predecessor Trustee
an instrument accepting such appointment hereunder and stating its eligibility
to serve as Trustee 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 vested with all the rights,
powers, trusts, duties and obligations of its predecessor hereunder; but, on
request of the Depositor or the successor Trustee, such predecessor Trustee
shall, upon payment of its charges then unpaid, execute and deliver an
instrument transferring to such successor trustee all of the rights, powers and
trusts of the Trustee so ceasing to act, and shall duly assign, transfer and
deliver to such successor trustee all property and money held by such Trustee so
ceasing to act hereunder. Upon request of any such successor trustee, the
Depositor on behalf of the Trust shall execute any and all instruments for more
fully and certainly vesting in and confirming to such successor trustee all such
rights, powers and trusts.
Upon acceptance of appointment by a successor Trustee as provided in this
Section, the Successor Trustee shall mail notice thereof by first-class mail,
postage prepaid, to the Owners at their last addresses appearing upon the
Register.
No successor trustee shall accept its appointment unless at the time of
such acceptance such successor shall be qualified and eligible under this
Article X.
Section 10.11 Merger, Conversion, Consolidation or Succession to
Business of the Trustee.
Any corporation or association into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation or
association resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation or association succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, without the execution or filing of any paper
or any further act on the part of any of the parties hereto; provided, however,
that such corporation or association shall be otherwise qualified and eligible
under Section 10.08. In case any Certificates have been executed, but not
delivered, by the Trustee then in office, any successor by merger, conversion or
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consolidation to such Trustee may adopt such execution and deliver the
Certificates so executed with the same effect as if such successor Trustee had
itself executed such Certificates.
Section 10.12 Reporting; Withholding.
(a) The Trustee shall timely provide to the Owners the Internal Revenue
Service's Form 1099 and any other statement required by applicable Treasury
regulations as determined by the Tax Matters Person, and shall withhold, as
required by applicable law, federal, state or local taxes, if any, applicable to
distributions to the Owners, including but not limited to backup withholding
under Section 3406 of the Code and the withholding tax on distributions to
foreign investors under Sections 1441 and 1442 of the Code.
(b) As required by law or upon request of the Tax Matters Person and
except as otherwise specifically set forth in subsection (a) above, the Trustee
shall prepare and timely file all reports required to be filed by the Trust with
any federal, state or local governmental authority having jurisdiction over the
Trust, including other reports that must be filed with the Owners, such as the
Internal Revenue Service's Form 1066 and Schedule Q and the form required under
Section 6050K of the Code, if applicable to REMICs. Furthermore, the Trustee
shall report to Owners, if required, with respect to the allocation of expenses
pursuant to Section 212 of the Code. The Trustee shall collect any forms or
reports from the Owners it determines to be required under applicable federal,
state and local tax laws.
Section 10.13 Liability of the Trustee.
The Trustee shall be liable in accordance herewith only to the extent of
the obligations specifically imposed upon and undertaken by the Trustee herein.
Neither the Trustee nor any of the directors, officers, employees, affiliates or
agents of the Trustee shall be under any liability on any Certificate or
otherwise to the Certificate Insurer, the Depositor, the Seller, the Master
Servicer or any Owner 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 Trustee, its
directors, officers, employees, affiliates or agents or any such Person against
any liability which would otherwise be imposed by reason of negligent action,
negligent failure to act or willful misconduct in the performance of duties or
by reason of reckless disregard of obligations and duties hereunder. Subject to
the foregoing sentence, the Trustee shall not be liable for losses on
investments of amounts in the Distribution Account (except for any losses on
obligations on which the bank serving as Trustee is the obligor). In addition,
the Depositor, the Seller and the Master Servicer covenant and agree to
indemnify the Trustee (and its directors, officers, employees, affiliates or
agents), and when the Trustee is acting as Master Servicer, the Master Servicer,
from, and hold it harmless against, any and all losses, liabilities, damages,
claims or expenses (including legal fees and expenses) of whatsoever kind
arising out of or in connection with the performance of its duties hereunder
other than those resulting from the negligence or bad faith of the Trustee and
the Depositor shall pay all amounts not otherwise paid pursuant to Sections 2.05
and 7.06 hereof. The Trustee and any director, officer, employee, affiliate or
agent of the Trustee may rely and shall be protected in acting or refraining
from acting in good faith on any certificate, notice or other document of any
kind prima facie properly executed and submitted by the Authorized Officer of
any Person respecting any matters arising hereunder.
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Section 10.14 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 Estate or Mortgaged Property may at the time be located, the
Master 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 and reasonably acceptable to the Certificate Insurer to act as
co-Trustee or co-Trustees, jointly with the Trustee, of all or any part of the
Trust Estate or separate Trustee or separate Trustees of any part of the Trust
Estate, and to vest in such Person or Persons, in such capacity and for the
benefit of the Owners, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this Section 10.14, such powers, duties,
obligations, rights and trusts as the Master Servicer and the Trustee may
consider necessary or desirable. If the Master Servicer shall not have joined in
such appointment within 15 days after the receipt by it of a request so to do,
or in the case any event indicated in Section 8.20(a) shall have occurred and be
continuing, the Trustee, subject to reasonable approval of the Certificate
Insurer, alone shall have the power to make such appointment. No co-Trustee or
separate Trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 10.08 and no notice to Owners of the
appointment of any co-Trustee or separate Trustee shall be required under
Section 10.09.
Every separate Trustee and co-Trustee shall, to the extent permitted, be
appointed and act subject to the following provisions and conditions:
(i) All rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate Trustee or co-Trustee jointly
(it being understood that such separate Trustee or co-Trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that, under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder
or as successor to the Master Servicer hereunder), the Trustee shall be
incompetent or unqualified to perform such act or acts, in which event
such rights, powers, duties and obligations (including the holding of
title to the Trust Estate 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 co-Trustee hereunder shall be held personally liable by
reason of any act or omission of any other co-Trustee hereunder; and
(iii) The Master Servicer, the Certificate Insurer and the Trustee
acting jointly may at any time accept the resignation of or remove any
separate Trustee or co-Trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate Trustees and co-Trustees, as
effectively as if given to each of them. Every instrument appointing any
separate Trustee or co-Trustee shall refer to this Agreement and the conditions
of this Section 10.14. Each separate Trustee and co-Trustee, upon its acceptance
of
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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
Master Servicer.
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.
ARTICLE XI
MISCELLANEOUS
Section 11.01 Compliance Certificates and Opinions.
Upon any application or request by the Depositor, the Seller, the
Certificate Insurer or the Owners to the Trustee to take any action under any
provision of this Agreement, the Depositor, the Seller, the Certificate Insurer
or the Owners, as the case may be, shall furnish to the Trustee a certificate
stating that all conditions precedent, if any, provided for in this Agreement
relating to the proposed action have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Agreement relating to such
particular application or request, no additional certificate need be furnished.
Except as otherwise specifically provided herein, each certificate or
opinion with respect to compliance with a condition or covenant provided for in
this Agreement (including one furnished pursuant to specific requirements of
this Agreement relating to a particular application or request) shall include:
(a) a statement that each individual signing such certificate or
opinion has read such covenant or condition and the definitions herein
relating thereto;
(b) a brief statement as to the nature and scope of the examination
or investigation upon which the statements or opinions contained in such
certificate or opinion are based; and
(c) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with in all
material respects.
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Section 11.02 Form of Documents Delivered to the Trustee.
In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.
Any certificate or opinion of an Authorized Officer of the Trustee may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such Authorized Officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate or opinion of an Authorized
Officer of the Trustee or any opinion of counsel may be based, insofar as it
relates to factual matters upon a certificate or opinion of, or representations
by, one or more Authorized Officers of the Depositor, the Seller or the Master
Servicer, stating that the information with respect to such factual matters is
in the possession of the Depositor, the Seller or the Master Servicer, unless
such Authorized Officer or counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
such matters are erroneous. Any opinion of counsel may also be based, insofar as
it relates to factual matters, upon a certificate or opinion of, or
representations by, an Authorized Officer of the Trustee, stating that the
information with respect to such matters is in the possession of the Trustee,
unless such counsel knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to such matters
are erroneous. Any opinion of counsel may be based on the written opinion of
other counsel, in which event such opinion of counsel shall be accompanied by a
copy of such other counsel's opinion and shall include a statement to the effect
that such counsel believes that such counsel and the Trustee may reasonably rely
upon the opinion of such other counsel.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Agreement, they may, but need not, be consolidated and
form one instrument.
Section 11.03 Acts of Owners.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by the Owners
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Owners in person or by agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee, and, where it is hereby expressly required, to the Depositor. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Owners signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee and the Trust, if made in the
manner provided in this Section.
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(b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Whenever
such execution is by an officer of a corporation or a member of a partnership on
behalf of such corporation or partnership, such certificate or affidavit shall
also constitute sufficient proof of his authority.
(c) The ownership of Certificates shall be proved by the Register.
(d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Owner of any Certificate shall bind the Owner of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, omitted or suffered to
be done by the Trustee or the Trust in reliance thereon, whether or not notation
of such action is made upon such Certificates.
Section 11.04 Notices, etc. to Trustee.
Any request, demand, authorization, direction, notice, consent, waiver or
act of the Owners or other documents provided or permitted by this Agreement to
be made upon, given or furnished to, or filed with the Trustee by any Owner, the
Certificate Insurer, the Depositor or the Seller shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with and
received by the Trustee at the Corporate Trust Office.
Section 11.05 Notices and Reports to Owners; Waiver of Notices.
Where this Agreement provides for notice to Owners of any event or the
mailing of any report to Owners, such notice or report shall be sufficiently
given (unless otherwise herein expressly provided) if mailed, first-class
postage prepaid, to each Owner affected by such event or to whom such report is
required to be mailed, at the address of such Owner as it appears on the
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice or the mailing of such report. In
any case where a notice or report to Owners is mailed in the manner provided
above, neither the failure to mail such notice or report nor any defect in any
notice or report so mailed to any particular Owner shall affect the sufficiency
of such notice or report with respect to other Owners, and any notice or report
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given or provided. Notwithstanding the foregoing, if the Master
Servicer is removed or resigns or the Trust is terminated, notice of any such
events shall be made by overnight courier, registered mail or telecopy followed
by a telephone call.
Where this Agreement provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Owners shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.
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In case, by reason of the suspension of regular mail service as a result
of a strike, work stoppage or similar activity, it shall be impractical to mail
notice of any event to Owners when such notice is required to be given pursuant
to any provision of this Agreement, then any manner of giving such notice as
shall be satisfactory to the Trustee shall be deemed to be a sufficient giving
of such notice.
Where this Agreement provides for notice to any Rating Agency that rated
any Certificates, failure to give such notice shall not affect any other rights
or obligations created hereunder.
Section 11.06 Rules by Trustee.
The Trustee may make reasonable rules for any meeting of Owners.
Section 11.07 Successors and AssignsSection 11.07 Successors and
AssignsSection 11.07 Successors and AssignsSection 11.07 Successors and
AssignsSection 11.07 Successors and AssignsSection 1Successors and Assigns.
All covenants and agreements in this Agreement by any party hereto shall
bind its successors and assigns, whether so expressed or not.
Section 11.08 Severability.
In case any provision in this Agreement or in the Certificates shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
Section 11.09 Benefits of Agreement.
Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Owners, the Certificate Insurer and the
parties hereto and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.
Section 11.10 Legal Holidays.
In any case where the date of any Monthly Remittance Date, any
Distribution Date, any other date on which any distribution to any Owner is
proposed to be paid, or any date on which a notice is required to be sent to any
Person pursuant to the terms of this Agreement shall not be a Business Day, then
(notwithstanding any other provision of the Certificates or this Agreement)
payment or mailing need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made or mailed on
the nominal date of any such Monthly Remittance Date, such Distribution Date, or
such other date for the payment of any distribution to any Owner or the mailing
of such notice, as the case may be, and no interest shall accrue for the period
from and after any such nominal date, provided such payment is made in full on
such next succeeding Business Day.
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Section 11.11 Governing Law; Submission to Jurisdiction.
(a) In view of the fact that Owners are expected to reside in many states
and outside the United States and the desire to establish with certainty that
this Agreement will be governed by and construed and interpreted in accordance
with the law of a state having a well-developed body of commercial and financial
law relevant to transactions of the type contemplated herein, this Agreement and
each Certificate shall be construed in accordance with and governed by the laws
of the State of New York applicable to agreements made and to be performed
therein, without giving effect to the conflicts of law principles thereof.
(b) The parties hereto hereby irrevocably submit to the jurisdiction of
the United States District Court for the Southern District of New York and any
court in the State of New York located in the City and County of New York, and
any appellate court from any thereof, in any action, suit or proceeding brought
against them or in connection with this Agreement or any of the related
documents or the transactions contemplated hereunder or for recognition or
enforcement of any judgment, and the parties hereto hereby irrevocably and
unconditionally agree that all claims in respect of any such action or
proceeding may be heard or determined in such New York State court or, to the
extent permitted by law, in such federal court. The parties hereto agree that a
final judgment in any such action, suit or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. To the extent permitted by applicable law, the parties
hereto hereby waive and agree not to assert by way of motion, as a defense or
otherwise in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that the related documents or the subject
matter thereof may not be litigated in or by such courts.
(c) Each of the Depositor, the Seller and the Master Servicer hereby
irrevocably appoints and designates the Trustee as its true and lawful attorney
and duly authorized agent for acceptance of service of legal process with
respect to any action, suit or proceeding set forth in paragraph (b) hereof.
Each of the Seller and the Master Servicer agrees that service of such process
upon the Trustee shall constitute personal service of such process upon it.
(d) Nothing contained in this Agreement shall limit or affect the right of
the Depositor, the Seller, the Master Servicer or the Certificate Insurer or any
third-party beneficiary hereunder, as the case may be, to serve process in any
other manner permitted by law or to start legal proceedings relating to any of
the Mortgage Loans against any Mortgagor in the courts of any jurisdiction.
Section 11.12 Counterparts.
This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.
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Section 11.13 Usury.
The amount of interest payable or paid on any Certificate under the terms
of this Agreement shall be limited to an amount which shall not exceed the
maximum nonusurious rate of interest allowed by the applicable laws of the State
of New York or any applicable law of the United States permitting a higher
maximum nonusurious rate that preempts such applicable New York laws, which
could lawfully be contracted for, charged or received (the "Highest Lawful
Rate"). In the event any payment of interest on any Certificate exceeds the
Highest Lawful Rate, the Trust stipulates that such excess amount will be deemed
to have been paid to the Owner of such Certificate as a result of an error on
the part of the Trustee acting on behalf of the Trust and the Owner receiving
such excess payment shall promptly, upon discovery of such error or upon notice
thereof from the Trustee on behalf of the Trust, refund the amount of such
excess or, at the option of such Owner, apply the excess to the payment of
principal of such Certificate, if any, remaining unpaid. In addition, all sums
paid or agreed to be paid to the Trustee for the benefit of Owners of
Certificates for the use, forbearance or detention of money shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Certificates.
Section 11.14 Amendment.
(a) The Trustee, the Depositor, the Seller and the Master Servicer may, at
any time and from time to time, and without notice to or the consent of the
Owners but with the consent of the Certificate Insurer, amend this Agreement,
subject to the provisions of Sections 11.16 and 11.17, and the Trustee shall
consent to such amendment, for the purpose of (i) curing any ambiguity or error,
correcting or supplementing any provision hereof which may be inconsistent with
any other provision herein, in the Prospectus or in the Prospectus Supplement,
to evidence a succession to the Master Servicer, or adding provisions hereto
which are not inconsistent with the provisions hereof; (ii) upon receipt of an
opinion of counsel experienced in federal income tax matters to the effect that
no entity-level tax will be imposed on the Trust or upon the transferor of a
Class R Certificate as a result of the ownership of any Class R Certificate by a
Disqualified Organization, removing the restriction on transfer set forth in
Section 5.08(b) hereof, or (iii) to the extent necessary, complying with the
requirements of the Code and the regulations proposed or promulgated thereunder
including any amendments necessary to maintain REMIC status or avoiding, or
minimizing the risk of, the imposition of any tax on the Trust Estate under the
Code that would be a claim against the assets in the Trust Estate; or (iv) for
any other purpose, provided that in the case of this clause (iv) the Person
requesting such amendment delivers an opinion of counsel acceptable to the
Trustee and the Certificate Insurer that such amendment will not adversely
affect in any material respect the interest of the Owners. Notwithstanding
anything to the contrary herein, no such amendment shall (a) change in any
manner the amount of, or change the timing of, payments which are required to be
distributed to any Owner without the consent of the Owner of such Certificate,
or (b) which affects in any the manner the terms or provisions of the
Certificate Insurance Policy without the consent of not less than a majority of
the aggregate Class Certificate Balance of the Classes of Certificates affected
by such amendment, or (c) reduce the aforesaid percentages required to consent
to any such amendments without the consent of the Owners of all Certificates
then outstanding.
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(b) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Owner in
the manner set forth in Section 11.05, and to the Rating Agencies.
(c) The Certificate Insurer and the Rating Agencies shall be provided with
copies of any amendments to this Agreement, together with copies of any opinions
or other documents or instruments executed in connection therewith.
Section 11.15 Paying Agent; Appointment and Acceptance of Duties.
The Trustee is hereby appointed Paying Agent. The Trustee may, subject to
the eligibility requirements for the Trustee set forth in Section 10.08 hereof,
appoint one or more other Paying Agents or successor Paying Agents.
Each Paying Agent, immediately upon such appointment, shall signify its
acceptance of the duties and obligations imposed upon it by this Agreement by
written instrument of acceptance deposited with the Trustee.
Each such Paying Agent other than the Trustee shall execute and deliver to
the Trustee an instrument in which such Paying Agent shall agree with the
Trustee, subject to the provisions of Section 6.02, that such Paying Agent will:
(a) allocate all sums received for distribution to the Owners of
Certificates of each Class for which it is acting as Paying Agent on each
Distribution Date among such Owners in the proportion specified by the Trustee;
and
(b) hold all sums held by it for the distribution of amounts due with
respect to the Certificates in trust for the benefit of the Owners entitled
thereto until such sums shall be paid to such Owners or otherwise disposed of as
herein provided and pay such sums to such Persons as herein provided.
Any Paying Agent other than the Trustee may at any time resign and be
discharged of the duties and obligations created by this Agreement by giving at
least sixty (60) days, written notice to the Trustee. Any such Paying Agent may
be removed at any time by an instrument filed with such Paying Agent and signed
by the Trustee.
In the event of the resignation or removal of any Paying Agent other than
the Trustee, such Paying Agent shall pay over, assign and deliver any moneys
held by it as Paying Agent to its successor or, if there be no successor, to the
Trustee.
Upon the appointment, removal or notice of resignation of any Paying
Agent, the Trustee shall notify the Certificate Insurer and the Owners by
mailing notice thereof at their addresses appearing on the Register.
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Section 11.16 REMIC Status.
(a) The parties hereto intend that the Trust constitute, and that the
affairs of the Trust shall be conducted so as to qualify as, a REMIC in
accordance with the REMIC Provisions. In furtherance of such intention, the
Trustee or such other person designated pursuant to Section 11.18 hereof shall
act as agent for the Trust and as "tax matters person" (as defined in the REMIC
Provisions) for the Trust and in such capacity it shall: (i) prepare or cause to
be prepared and filed, in a timely manner, annual tax returns and any other tax
return required to be filed by the Trust established hereunder using a calendar
year as the taxable year for the Trust established hereunder; (ii) in the first
such tax return, make (or cause to be made) an election satisfying the
requirements of the REMIC Provisions, on behalf of the Trust, for it to be
treated as a REMIC; (iii) prepare and forward, or cause to be prepared and
forwarded, to the Owners all information, reports or tax returns required with
respect to the Trust as, when and in the form required to be provided to the
Owners, and to the Internal Revenue Service and any other relevant governmental
taxing authority in accordance with the REMIC Provisions and any other
applicable federal, state or local laws, including without limitation
information reports relating to "original issue discount" as defined in the Code
based upon the prepayment assumption and calculated by using the "Issue Price"
(within the meaning of Section 1273 of the Code) of the Certificates of the
related Class; (iv) not take any action or omit to take any action that would
cause the termination of the REMIC status of the Trust, except as provided under
this Agreement; (v) represent the Trust in any administrative or judicial
proceedings relating to an examination or audit by any governmental taxing
authority (the costs and expenses of such representation to be borne by (A) the
Trustee, in the event such proceedings, examination or audit were initiated due
to the negligence, negligent omission, willful misfeasance or reckless disregard
of the Trustee in the performance of its duties hereunder, or (B) the Trust, in
any other event), request an administrative adjustment as to a taxable year of
the Trust, enter into settlement agreements with any governmental taxing agency,
extend any statute of limitations relating to any tax item of the Trust, and
otherwise act on behalf of the Trust or any REMIC therein in relation to any tax
matter involving the Trust or any REMIC therein; (vi) comply with all statutory
or regulatory requirements with regard to its conduct of activities pursuant to
the foregoing clauses of this Section 11.16, including, without limitation,
providing all notices and other information to the Internal Revenue Service and
Owners of Class R Certificates required of a "tax matters person" pursuant to
subtitle F of the Code and the Treasury regulations thereunder; (vii) make
available information necessary for the computation of any tax imposed (A) on
transferors of residual interests to certain Disqualified Organizations or (B)
on pass-through entities, any interest in which is held by a Disqualified
Organization; and (viii) acquire and hold the Tax Matters Person Residual
Interest. The obligations of the Trustee or such other designated Tax Matters
Person pursuant to this Section 11.16 shall survive the termination or discharge
of this Agreement.
(b) The Seller, the Depositor, the Trustee and the Master Servicer
covenant and agree for the benefit of the Owners and the Certificate Insurer (i)
to take no action which would result in the termination of "REMIC" status for
the Trust, (ii) not to engage in any "prohibited transaction", as such term is
defined in Section 860F(a)(2) of the Code, subject to the exceptions set forth
in Section 860F(a)(5) of the Code, and (iii) not to engage in any other action
which may result in the imposition on the Trust of any other taxes under the
Code.
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(c) The Trust shall, for federal income tax purposes, maintain books on a
calendar year basis and report income on an accrual basis.
(d) Except as otherwise permitted by Section 7.05(b), no Permitted
Investment shall be sold prior to its stated maturity (unless sold pursuant to a
plan of liquidation in accordance with Article IX hereof).
(e) None of the Depositor, the Seller or the Trustee shall enter into any
arrangement by which the Trustee will receive a fee or other compensation for
services rendered pursuant to this Agreement, other than as expressly
contemplated by this Agreement.
(f) Notwithstanding the foregoing clauses (d) and (e), the Trustee,
Depositor, Master Servicer or the Seller may engage in any of the transactions
prohibited by such clauses, provided that the Trustee shall have received an
opinion of counsel experienced in federal income tax matters acceptable to the
Certificate Insurer to the effect that such transaction does not result in a tax
imposed on the Trustee or cause a termination of REMIC status for the Trust;
provided, however, that such transaction is otherwise permitted under this
Agreement.
(g) Each of the Master Servicer, Trustee and Tax Matters Person agrees to
indemnify the Trust for any tax, penalties, interest and any costs or expenses
associated with any administrative or judicial proceedings relating to an
examination or audit by any governmental taxing authority imposed on, or
incurred by or on behalf of, the Trust as a result of its negligence.
Section 11.17 Additional Limitation on Action and Imposition of Tax.
Any provision of this Agreement to the contrary notwithstanding, the
Trustee shall not, without having obtained an opinion of counsel experienced in
federal income tax matters acceptable to the Certificate Insurer to the effect
that such transaction does not result in a tax imposed on the Trust or cause a
termination of REMIC status for the Trust, (i) sell any assets in the Trust
Estate (notwithstanding the repurchase pursuant to a breach of representation
and warranty), (ii) accept any contribution of assets after the Startup Day or
(iii) agree to any modification of this Agreement. To the extent that sufficient
amounts cannot be so retained to pay or provide for the payment of such tax, the
Trustee is hereby authorized to and shall segregate, into a separate
non-interest bearing account, the net income from any such Prohibited
Transactions of the Trust and use such income, to the extent necessary, to pay
such tax; provided that, to the extent that any such income is paid to the
Internal Revenue Service, the Trustee shall retain an equal amount from future
amounts otherwise distributable to the Owners of Class R Certificates and shall
distribute such retained amounts to the Owners of Class A Certificates to the
extent they are fully reimbursed and then to the Owners of the Class R
Certificates. If any tax, including interest, penalties or assessments,
additional amounts or additions to tax, is imposed on the Trust, such tax shall
be charged against amounts otherwise distributable to the Owners of the Class R
Certificates on a pro rata basis unless otherwise paid pursuant to Section
11.16(g) hereof. The Trustee is hereby authorized to and shall retain from
amounts otherwise distributable to the Owners of the Class R Certificates
sufficient funds to pay or provide for the payment of, and to actually pay, such
tax as is legally owed by the Trust unless otherwise paid pursuant to Section
11.16(g) hereof (but such authorization shall not prevent the
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Trustee from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings).
Section 11.18 Appointment of Tax Matters Person.
A Tax Matters Person will be appointed for the Trust for all purposes of
the Code and such Tax Matters Person will perform, or cause to be performed,
such duties and take, or cause to be taken, such actions as are required to be
performed or taken by the Tax Matters Person under the Code. The Tax Matters
Person for the Trust shall be the Trustee as long as it owns a Class R
Certificate. If the Trustee does not own a Class R Certificate, the Tax Matters
Person may be any other entity that owns a Class R Certificate and accepts a
designation hereunder as Tax Matters Person by delivering an affidavit in the
form of Exhibit H. The Trustee shall notify any subsequent Trustee and the
Master Servicer in writing of the name and address of another Person who accepts
a designation as Tax Matters Person hereunder.
Section 11.19 The Certificate Insurer.
Any right conferred to the Certificate Insurer hereunder shall be
suspended and shall run to the benefit of the Owners during any period in which
the Certificate Insurer is in default in its payment obligations under the
Certificate Insurance Policy. At such time as the Class A Certificates are no
longer Outstanding hereunder and all Reimbursement Amounts due the Certificate
Insurer have been paid in full, the Certificate Insurer's rights hereunder shall
terminate.
Section 11.20 [Reserved].
Section 11.21 Third-Party Rights.
The Trustee, the Seller, the Depositor, the Master Servicer and the Owners
agree that the Certificate Insurer shall be deemed a third-party beneficiary as
if it were a party hereto with the right to enforce the provisions hereof.
Section 11.22 Notices.
All notices hereunder shall be given as follows, until any superseding
instructions are given to all other Persons listed below:
The Trustee: Bank One, National Association
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration,
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
Tel: 312-407-0192
Fax: 312-407-1708
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The Depositor: Block Mortgage Finance, Inc.
One Main Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Attention: Vice President
Tel: 816-932-4960
Fax: 816-561-0673
The Master Servicer: Block Financial Corporation
One Main Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Attention: Bernard J. Rhoads
Tel: 816-932-4912
Fax: 816-561-0673
The Seller: Companion Mortgage Corporation
One Main Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Attention: Vice President
Tel: 816-932-4940
Fax: 816-561-0673
The Rating Agencies: Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Tel: 212-553-0376
Fax: 212-553-7820
Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies
26 Broadway
New York, New York 10004
Tel: 212-208-8000
Fax: 212-208-0030
Owners: As set forth in the Register.
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The Certificate
Insurer: MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management--
Structured Finance (IPM-SF)
Block Mortgage Finance Asset
Backed Certificates, Series 1999-2
Telecopy No.: 914-765-3810
Confirmation: 914-765-3781
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IN WITNESS WHEREOF, the Depositor, the Seller, the Master Servicer and the
Trustee have caused this Agreement to be duly executed by their respective
officers thereunto duly authorized, all as of the day and year first above
written.
BLOCK MORTGAGE FINANCE, INC.,
as Depositor
By: /s/ Bret G. Wilson
_______________________________
Title: President
BLOCK FINANCIAL CORPORATION,
as Master Servicer
By: /s/ Bret G. Wilson
_______________________________
Title: Vice President
COMPANION MORTGAGE CORPORATION,
as Seller
By: /s/ Bret G. Wilson
_______________________________
Title: President
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By: /s/ Steve Wagman
_______________________________
Title: First Vice Presidentt
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SCHEDULE I
REPRESENTATIONS AND WARRANTIES AS TO THE MORTGAGE LOANS
All percentages herein reflect the Mortgage Pool disclosed in the
Prospectus Supplement. The actual percentages will vary based on the actual
Mortgage Loans transferred to the Trust.
(i) The information with respect to each Mortgage Loan set forth in
the related Schedule of Mortgage Loans is true and correct as of the
Cut-Off Date;
(ii) All the original or certified documentation set forth in Section
3.05 (including all material documents related thereto) with respect to
each Mortgage Loan has been or will be delivered to the Trustee on the
Startup Day or as otherwise provided in Section 3.05 and is true and
accurate in all material respects and does not omit to state a fact
necessary to make the statements contained therein not misleading and the
documents, instruments and agreements submitted by each Mortgagor for loan
underwriting were not falsified and contain no untrue statement of a
material fact and do not omit to state a material fact required to be
stated therein or necessary to make the information and statements therein
not misleading;
(iii) Each Mortgage Loan being transferred to the Trust is a
Qualified Mortgage;
(iv) Each Mortgaged Property consists of a fee simple or leasehold
estate in real property and is improved by a single (1 to 4) family
residential dwelling, which may include condominiums and townhouses, small
multifamily or mixed-use property or manufactured homes (provided that such
manufactured home is attached to the property and the manufactured home is
encumbered by and secured by a Mortgage) but shall not include
co-operatives; provided, however, that as of the Cut-Off Date not more than
0.52% and 0.66% of the aggregate Loan Balance of the Mortgage Loans in the
Fixed Rate Group and Adjustable Rate Group, respectively, are secured by
condominiums, not more than 0.95% and 0.50% of the aggregate Loan Balance
of the Mortgage Loans in the Fixed Rate Group and the Adjustable Rate
Group, respectively, are secured by manufactured homes and all of the
Mortgage Loans secured in part by manufactured homes are "land and home
contracts" (and the certificate of title for each manufactured home, noting
the Trustee as lienholder, will be delivered to the Trustee), not more than
5.61% and 3.99% of the aggregate Loan Balance of the Mortgage Loans in the
Fixed Rate Group and the Adjustable Rate Group, respectively, are secured
by 2 to 4 family residential dwellings, and none of the Mortgage Loans are
secured by units in planned unit developments.
(v) As of the Cut-Off Date no Mortgage Loan in the Adjustable Rate
Group has a Loan-to-Value Ratio greater than 100%. Each Mortgage Loan which
is not a First Mortgage Loan has a combined Loan-to-Value Ratio not greater
than 100%.
(vi) Each Mortgage Loan is being master serviced by the Master
Servicer and serviced by a Sub-Servicer;
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(vii) The Note related to each Mortgage Loan in the Fixed Rate Group
bears a fixed Mortgage Rate of at least 7.00% per annum, and the Note
related to each Mortgage Loan in the Adjustable Rate Group bears a current
Mortgage Rate of at least 6.80% per annum. The weighted average Mortgage
Rate of the Mortgage Loans in the Fixed Rate Group is at least 10.71% and
the current weighted average Mortgage Rate of the Mortgage Loans in the
Adjustable Rate Group is at least 10.14%;
(viii) Each Note with respect to the Mortgage Loans will provide for
a schedule of substantially level and equal monthly Scheduled Payments
which are sufficient to amortize fully the principal balance of such Note
on or before its maturity date (other than Notes representing not more than
52.13% of the aggregate Loan Balance as of the Cut-Off Date of the Mortgage
Loans in the Fixed Rate Group, which may provide for a "balloon" payment
due at maturity, which maturity date is not more than 15 years from the
date of origination);
(ix) As of the Startup Day, each Mortgage is a valid, enforceable,
perfected and subsisting first or second lien of record on the Mortgaged
Property subject in the case of any Second Mortgage Loan only to a Senior
Lien on such Mortgaged Property and subject in all cases to the exceptions
to title set forth in the title insurance policy or attorney's opinion of
title with respect to the related Mortgage Loan, which exceptions are
generally acceptable to banking institutions in connection with their
regular mortgage lending activities, and such other exceptions to which
similar properties are commonly subject and which do not individually, or
in the aggregate, materially and adversely affect the benefits of the
security intended to be provided by such Mortgage;
(x) Immediately prior to the transfer and assignment of the Mortgage
Loans by the Seller to the Depositor and by the Depositor to the Trust
herein contemplated, the Seller and the Depositor, as the case may be, held
good, indefeasible and marketable title to, and was the sole owner of
record and holder of, each Mortgage Loan (including the related Note)
conveyed by the Seller subject to no liens, charges, mortgages,
encumbrances or rights of others except liens which will be released
simultaneously with such transfer and assignment; and immediately upon the
transfer and assignment herein contemplated, the Trustee will hold good,
indefeasible and marketable title to, and be the sole owner of, each
Mortgage Loan subject to no liens, charges, mortgages, encumbrances or
rights of others, except liens which will be released simultaneously with
such transfer and assignment;
(xi) As of the Cut-off Date, (a) none of the Mortgage Loans is more
than 59 days Delinquent, (b) no more than 5% of the aggregate Loan Balance
of Mortgage Loans as of the Cut-Off Date have been 30 days or more
Delinquent more than once during the 12 months immediately preceding the
Startup Day and (c) no more than 5% of the aggregate Loan Balance of
Mortgage Loans as of the Cut-off Date have been 90 or more days Delinquent
during the 12 months immediately preceding the Startup Day.
(xii) There is no delinquent tax or assessment lien on any Mortgaged
Property, and each Mortgaged Property is free of substantial damage and is
in good repair;
I-2
<PAGE>
(xiii) There is no valid and enforceable offset, defense or
counterclaim to any Note or Mortgage, including the obligation of the
related Mortgagor to pay the unpaid principal of or interest on such Note;
(xiv) There is no mechanics' lien or claim for work, labor or
material affecting any Mortgaged Property which is or may be a lien prior
to, or equal with, the lien of the related Mortgage (and no rights are
outstanding as of the Cut-Off Date which could give rise to such liens)
except those which are insured against by any title insurance policy
referred to in paragraph (xvi) below;
(xv) Each Mortgage Loan at the time it was made complied in all
material respects with applicable state, federal or local laws and
regulations, including, without limitation, the federal Truth in Lending
Act and other consumer protection laws, usury, equal credit opportunity,
disclosure, real estate settlement procedures and recording laws;
(xvi) With respect to each Mortgage Loan either (a) an attorney's
opinion of title has been obtained but no title policy has been obtained
(provided that no title policy has been obtained with respect to not more
than 3% of the aggregate Loan Balance of the Mortgage Loans as of the
Cut-Off Date), or (b) a lender's title insurance policy, issued in standard
American Land Title Association form (or other state approved form) by a
title insurance company authorized to transact business in the state in
which the related Mortgaged Property is situated, in an amount at least
equal to the original balance of such Mortgage Loan together, in the case
of a Second Mortgage Loan, with the then-current principal balance of the
mortgage note relating to the Senior Lien, insuring the mortgagee's
interest (and any successors or assignees of such mortgagee) under the
related Mortgage Loan as the holder of a valid first or second mortgage
lien of record on the real property described in the related Mortgage, as
the case may be, subject only to exceptions of the character referred to in
paragraph (ix) above, was effective on the date of the origination of such
Mortgage Loan, and, as of the Startup Day, such policy is valid and
thereafter such policy shall continue in full force and effect;
(xvii) Each Sub-Servicer, if any, is a qualified servicer as defined
in Section 8.03 with respect to the Mortgage Loans serviced by it;
(xviii) 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 representing coverage
not less than the least of (a) the outstanding principal balance of the
related Mortgage Loan (together, in the case of a Second Mortgage Loan,
with the outstanding principal balance of the Senior Lien), (b) the minimum
amount required to compensate for damage or loss on a replacement cost
basis or (c) the full insurable value of the Mortgaged Property. All such
insurance policies meet the originator's underwriting requirements and are
of standard type and quality for the locale where the related property is
located. All acts required to be performed to preserve the rights and
remedies of the Trustee in any such insurance policies have been performed,
including, without limitation, any necessary information of insurers and
assignments of policies or interests therein;
I-3
<PAGE>
(xix) If any 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 is in effect with respect to such Mortgaged Property with a
generally acceptable carrier in an amount representing coverage not less
than the least of (a) the outstanding principal balance of the related
Mortgage Loan (together, in the case of a Second Mortgage Loan, with the
outstanding principal balance of the Senior Lien), (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;
(xx) Each Mortgage and Note and any other agreement, if any, executed
and delivered by the applicable Mortgagor in connection with each Mortgage
Loan is the legal, valid and binding obligation of the maker thereof and is
enforceable in accordance with its terms, except only as such enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally
and by general principles of equity (whether considered in a proceeding or
action in equity or at law), and, to the best of the Seller's knowledge,
all parties to each Mortgage Loan had full legal capacity to execute all
documents relating to such Mortgage Loan and convey the estate therein
purported to be conveyed;
(xxi) As of the Cut-Off Day, no more than 0.792% and 1.846% of the
aggregate Loan Balance of the Mortgage Loans in the Fixed Rate Group and
the Adjustable Rate Group, respectively, will be secured by Properties
located within any single ZIP code area;
(xxii) Each original Mortgage was recorded or is in the process of
being recorded. There is only one originally executed Note or Lost Note
Affidavit attached to a duplicate Note for each Mortgage Loan and each
Mortgage and assignment of Mortgage is in recordable form and is acceptable
for recording under the laws of the jurisdiction where the property
securing the Mortgage Loan is located;
(xxiii) The terms of each Note and each Mortgage have not been
impaired, altered or modified in any respect, except by a written
instrument which has been recorded, if necessary, to protect the interest
of the Owners and the Certificate Insurer and which has been delivered to
the Trustee. The substance of any such alteration or modification has been
approved by the applicable title insurer, to the extent required on the
applicable title insurance policy, and is reflected on the related Schedule
of Mortgage Loans;
(xxiv) The proceeds of each Mortgage Loan have been fully disbursed,
and there is no obligation on the part of the mortgagee to make future
advances thereunder. 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 Mortgage Loans were paid;
I-4
<PAGE>
(xxv) The related Note is not and has not been secured by any
collateral, pledged account or other security except the lien of the
corresponding Mortgage;
(xxvi) No Mortgage Loan has a graduated payment feature, a buydown
provision, shared appreciation feature, or other contingent interest
feature;
(xxvii) Each Mortgaged Property is located in the state identified in
the respective Schedule of Mortgage Loans and consists of one or more
parcels of real property with a residential dwelling, as that term is
defined in item (iv) of this Schedule I, erected thereon;
(xxviii) Each Mortgage contains a provision for the acceleration,
subject to federal law, of the payment of the unpaid principal balance of
the related Mortgage Loan in the event the related Mortgaged Property is
sold without the prior consent of the mortgagee thereunder;
(xxix) Any advances made after the date of origination of a Mortgage
Loan but prior to the Cut-Off 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 respective Schedule of Mortgage
Loans. The consolidated principal amount does not exceed the original
principal amount of the related Mortgage Loan. No Note permits or obligates
the Master Servicer to make future advances to the related Mortgagor at the
option of the Mortgagor;
(xxx) There is no proceeding pending or threatened for the total or
partial condemnation of any Mortgaged Property, nor is such a proceeding
currently occurring, and each Mortgaged Property is undamaged by waste,
fire, water, flood, earthquake or earth movement.
(xxxi) All of the improvements which were included for the purposes of
determining the Appraised Value of any Mortgaged Property lie wholly within
the boundaries and building restriction lines of such Mortgaged Property,
and no improvements on adjoining properties encroach upon such Mortgaged
Property, and are stated in the title insurance policy and affirmatively
insured;
(xxxii) No improvement located on or being part of any Mortgaged
Property is in violation of any applicable zoning law or regulation. All
inspections, licenses and certificates required to be made or issued with
respect to all occupied portions of each 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 and such Mortgaged
Property is lawfully occupied under the applicable law;
(xxxiii) 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 Owners or the
Trust to the trustee under the deed of trust, except in connection with a
trustee's sale after default by the related Mortgagor;
I-5
<PAGE>
(xxxiv) Each Mortgage contains customary and enforceable provisions
which render the rights and remedies of the holder thereof adequate for the
realization against the related Mortgaged Property of the benefits of the
security, including (A) in the case of a Mortgage designated as a deed of
trust, by trustee's sale and (B) otherwise by judicial foreclosure. There
is no homestead or other exemption available to the related Mortgagor which
would materially interfere with the right to sell all the related Mortgaged
Property at a trustee's sale or the right to foreclose the related
Mortgage;
(xxxv) There is no default, breach, violation or event of acceleration
existing under any Mortgage or the related Note and, to the best of the
Seller's knowledge, no event which, with the passage of time or with notice
and the expiration of any grace or cure period, would constitute a default,
breach, violation or event of acceleration; and neither the Master Servicer
nor the Seller has waived any default, breach, violation or event of
acceleration;
(xxxvi) No instrument of release or waiver has been executed in
connection with any Mortgage Loan, and no Mortgagor has been released, in
whole or in part, except in connection with an assumption agreement which
has been approved by the primary mortgage guaranty insurer, if any, and
which has been delivered to the Trustee;
(xxxvii) The maturity date of each Second Mortgage Loan is prior to
the maturity date of the related first mortgage loan if such first mortgage
loan provides for a balloon payment;
(xxxviii) Each Mortgage Loan conforms, and all such Mortgage Loans in
the aggregate conform, in all material respects to the description thereof
set forth in the Prospectus Supplement;
(xxxix) Each Mortgage Loan was originated in accordance with the
credit underwriting guidelines of the originator of such Mortgage Loan
(except for certain exceptions to such credit underwriting guidelines
approved by the originator in accordance with its established corporate
policies), which credit underwriting guidelines conform in all material
respects to the descriptions thereof set forth in the Prospectus or the
Prospectus Supplement, as applicable;
(xl) Each Mortgage Loan (other than the Mortgage Loans originated in
connection with the Seller's "high LTV program") was originated based upon
a full appraisal, which included an interior inspection of the subject
property;
(xli) The Mortgage Loans are representative of the Seller's portfolio
of fixed and variable rate mortgage loans and the Mortgage Loans were not
selected for inclusion in the Trust by the Seller on any basis intended to
adversely affect the Trust or the Certificate Insurer;
(xlii) As of the Cut-Off Date, no more than 11.66% and 5.50% of the
aggregate Loan Balances of the Mortgage Loans in the Fixed Rate Group and
the Adjustable Rate
I-6
<PAGE>
Group, respectively, are secured by Mortgaged Properties that are non-owner
occupied Mortgage Properties (investor-owned and vacation);
(xliii) As of the Cut-Off Date, no more than 19.168% and 21.834% of
the aggregate Loan Balances of the Mortgage Loans in the Fixed Rate Group
and the Adjustable Rate Group, respectively, were originated under programs
requiring less than full documentation;
(xliv) The Seller has no actual knowledge that there exist any
hazardous substances, hazardous wastes or solid wastes, as such terms are
defined in the Comprehensive Environmental Response Compensation and
Liability Act, the Resource Conservation and Recovery Act of 1976, or other
federal, state or local environmental legislation, on any Mortgaged
Property;
(xlv) The Seller was properly licensed or otherwise authorized, to the
extent required by applicable law, to originate or purchase each Mortgage
Loan and the consummation of the transactions herein contemplated,
including, without limitation, the receipt of interest by the Owners and
the ownership of the Mortgage Loans by the Trustee as trustee of the Trust
will not involve the violation of such laws and Companion Mortgage
Corporation was in compliance with any and all applicable licensing
requirements of the laws of the state wherein the Mortgaged Property
securing the Mortgage Loan is located;
(xlvi) With respect to each Mortgaged Property subject to a ground
lease (a) the current ground lessor has been identified and all ground
rents which have previously become due and owing have been paid; (b) the
ground lease term extends, or is automatically renewable, for at least five
years beyond the maturity date of the related Mortgage Loan; (c) the ground
lease has been duly executed and recorded; (d) the amount of the ground
rent and any increases therein are clearly identified in the lease and are
for predetermined amounts at predetermined times; (e) the ground rent
payment is included in the borrower's monthly payment as an expense item;
(f) the Trust has the right to cure defaults on the ground lease; and (g)
the terms and conditions of the leasehold do not prevent the free and
absolute marketability of the Mortgaged Property. As of the Cut-Off Date,
the aggregate Loan Balance of the Mortgage Loans with related Mortgage
Properties subject to ground leases does not exceed 5% of the aggregate
Loan Balance of all of the Mortgage Loans;
(xlvii) 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 or are not yet
delinquent, or an escrow of funds has been established in an amount
sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet delinquent. No one other than the applicable
Mortgagor has advanced funds, directly or indirectly, for the payment of
any amount required under any Mortgage Loan;
(xlviii) With respect to any Second Mortgage Loan, as of the Startup
Day, the Seller has not received a notice of default of any first mortgage
loan secured by any Mortgaged Property which has not been cured by a party
other than the Seller;
I-7
<PAGE>
(xlix) All of the Mortgage Loans in the Adjustable Rate Group are in a
first lien position;
(l) As of the Cut-Off Date, each Mortgage Loan has an outstanding
balance of less than $509,645;
(li) Each Mortgage Loan is secured by a Mortgage on Mortgaged Property
which, at the time of origination of the related Mortgage Loan, had an
appraised value of less than $638,000;
(lii) No more than 8.31% of the aggregate Loan Balances of the Fixed
Rate Group Mortgage Loans are in a second priority position;
(liii) The weighted average margin of the Adjustable Rate Group
Mortgage Loans is 7.63% and with respect to each Adjustable Rate Group
Mortgage Loan, the applicable interest rate is adjusted in accordance with
the terms of the Note and all required notices of interest rate adjustments
have been sent to the Mortgagor on a timely basis, the computations of such
adjustments were properly calculated and all interest rate adjustments have
been made in accordance with all applicable law;
(liv) The aggregate Loan Balance of all Mortgage Loans in the Fixed
Rate Group as of the Cut-Off Date is $65,223,213.34 and the aggregate Loan
Balance of all Mortgage Loans in the Adjustable Rate Group as of the
Cut-Off Date is $97,931,742.45;
(lv) Each Mortgage Loan is a "qualified mortgage" within the meaning
of Section 860G(a)(3) of the Code;
(lvi) No more than 2.18% of the Original Aggregate Loan Balance
consists of Simple Interest Loans and no less than 97.82% of the Original
Aggregate Loan Balance consists of Actuarial Loans;
(lvii) With respect to Second Mortgage Loans, either (a) no consent
for the Second Mortgage Loan is required by the holder of the related first
mortgage loan or (b) such consent has been obtained and delivered to the
Trustee;
(lviii) With respect to Second Mortgage Loans, the related first
mortgage loan does not provide for negative amortization;
(lix) As of the Cut-Off Date, no more than 12% of the aggregate Loan
Balance of the Mortgage Loans in the Adjustable Rate Group as of the
Cut-Off Date had interest rates that were within 0.125% of the fully
indexed rate;
(lx) The margins for the Mortgage Loans in the Adjustable Rate Group
(which margins, when added to the applicable current indices, establish the
interest rates applicable to such Mortgage Loans) ranges from 2.75% to
9.75%;
I-8
<PAGE>
(lxi) No Mortgage Loan has a term in excess of 360 months;
(lxii) No property securing a Mortgage Loan is damaged by water, fire,
earthquake or earth movement, windstorm, flood, other types of water
damage, tornado or other casualty so as to affect adversely the value of
such property as security for such Mortgage Loan or the use for which the
premises were intended. Each property securing a Mortgage Loan is in good
repair;
(lxiii) There is no Mortgage Loan as to which the first date upon
which the applicable Mortgagor must make a payment on each Mortgage Loan is
no later than 60 days after the Cut-Off Date;
(lxiv) All information regarding a Mortgage Loan of which the Seller
has knowledge that could reasonably be expected to affect adversely the
value or marketability of any property securing such Mortgage Loan has been
disclosed to the Certificate Insurer;
(lxv) As of the Cut-Off Date, none of the Mortgage Loans is a retail
installment contract for goods or services, which loans are either
"consumer credit contracts" or "purchase money loans" as such terms are
defined in 16 C.F.R. ss. 433.1; and
(lxvi) As of the Cut-Off Date, no more than 27.82% of the aggregate
Loan Balance of the Mortgage Loans in the Fixed Rate Group and 40.56% of
the aggregate Loan Balance of the Mortgage Loans in the Adjustable Rate
Group are Purchase Mortgage Loans, at least 72.18% of the aggregate Loan
Balance of the Mortgage Loans in the Fixed Rate Group and at least 59.44%
of the aggregate Loan Balance of the Mortgage Loans in the Adjustable Rate
Group are Refinance Mortgage Loans.
I-9
<PAGE>
NOTE - THIS IS WHERE THE 19 EXCEL CHARTS NEED TO BE INSERTED.
<TABLE>
<CAPTION>
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<S> <C> <C> <C> <C> <C> <C> <C> <C>
2702715 SKINNER 133 WOODMERE DR WILLIAMBURG 23185 VA 2 87.8323025 19533.92
2703118 DEBORAH 26 GROVE STREET TRUMBULL 06611 CT 2 99.52318286 34184.01
2703190 WHITE 2716 KINGS PARK CIRCLE DECATUR 30034 GA 2 46.41436364 47308.15
2703840 PUIGNAU 1508 CHICKSAW TRAIL ORLANDO 32825 FL 2 99.4672931 45164.12
2703899 JONES 4810 W 63RD ST. LOS ANGELES 90056 CA 2 98.49260833 48893.25
2704103 FICKETT JR 2639 TAIT TERRACE NORFOLK 23509 VA 2 78.06465882 15306.06
2704132 ELLIS 9458 DUBOIS BOULEVARD ORLANDO 32825 FL 2 84.82278161 12629.21
2704300 DERRICK 953 HURDS ROAD VIRGINIA BEACH 23452 VA 2 79.867448 33598.4
2780744 ARVIE 1993 MEADOW RUN RD OPELOUSAS 70570 LA 2 77.13995918 31842.48
2781614 OKAFOR 5006 BRIDGEWOOD DRIVE DURHAM 27713 NC 2 84.21824719 14902.24
2782949 SLAUGHTER 11520 PAMELA DRIVE BATON ROUGE 70815 LA 2 84.42667143 16562.86
2783269 WILLIAMS 552 MART STEWART ROAD BOGALUSA 70427 LA 2 89.19211905 12181.65
2783279 GARCIA 1955 SAINT. CROIX AVENUE BATON ROUGE 70810 LA 2 84.60169543 17968.46
2783340 ALLEN 1900 EMILY STREET METAIRIE 70001 LA 2 51.96778378 14596.32
2783412 BROADWAY 14040 S HOXIE AVENUE BURNHAM 60633 IL 2 82.89093714 18378.54
2783910 CHAPMAN 10582 BUXTON ROAD ST AMANT 70774 LA 2 84.2897 20453.68
2783923 CREECH JR 602 LAKEVIEW DRIVE NASHVILLE 27856 NC 2 88.40875641 26406.85
400463 KNAPP 209 S HOPE STREET HAMPTON 23663 VA 2 81.84621429 18840.88
400532 FURGESS JR. 7421 HALLOWS DRIVE NASHVILLE 37221 TN 1 61.43574545 101183.54
400550 MOORE 5 WANDO DRIVE CHATTANOOGA 37412-2905 TN 1 78.53405195 60386.21
400563 SMITH 2536 US 60 EAST HENDERSON 42420 KY 2 88.69171186 20018.86
400565 LEE 3729 S MAIN STREET WINSTON SALEM 27127 NC 1 71.76274444 64395.25
400577 VAUGHN 978 NOLAN LANE CORDOVA 38018 TN 1 89.61556897 103954.06
702206 ROSENBAUM 1241 NEW YORK AVE DUNEDIN 34698 FL 1 84.50210801 48486.8
702983 EDWARDS 2109 GLENN RD GASTON 29053 SC 1 89.522 50559.28
703380 TAMAYO 17415 NW 53 CT MIAMI 33055 FL 1 93.00799167 111529.8
703444 CLARK 2218 LAMEE AVENUE JACKSONVILLE 32207 FL 1 79.51672581 49274.08
703469 PRATT 8500 PROVIDENCE RD OOLTEWAH 37363 TN 1 84.56174516 262037.48
703490 GLADNEY 3306 MASCOTT ST PORTMOUTH 23707 VA 1 85.21005797 58637.4
703554 JOHNSON 510 WOODBINE RD WAYNEBORO 30830 GA 1 84.56458261 97249.27
703792 JENKINS 4710 TOPI CT COLUMBUS 31907 GA 1 86.19475455 94780.05
703835 PETREE 20 E. FARIS RD GREENVILLE 29605 SC 1 79.59108161 122833
703880 PARNELL 2248 MOIR STREET N.E. ROANOKE 24012 VA 1 84.72290196 43183.37
704060 FONTANEZ 62 HEMLOCK STREET WEST HAVEN 6516 CT 1 89.72103333 80724.68
704140 OLIVENCIA 645 CHURCH LANE YEADON BOROUGH 19050 PA 1 64.7544702 97740.49
704156 COOPER 207 KNOLLVIEW DRIVE GREENVILLE 29611 SC 1 68.49113043 63011.84
704173 STEWART 230 COBB ROAD PELZER 29669 SC 1 83.70805882 42691.11
704188 AKERS 2513 N GARNET STREET PHILADELPHIA 19132 PA 1 79.7319322 23512.61
704218 NEUTZE 2816 LINGANORE AVENUE BALTIMORE 21234 MD 1 73.82232593 49830.07
704219 NEUTZE 5621 GREENHILL AVENUE BALTIMORE 21206 MD 1 70.78407059 60166.46
704231 WOODY 25 LAUREL TERRACE DRIVE ARDEN 28704 NC 1 84.66967778 76171.49
704316 GROZE 1052 MAPLE AVE ROEBLING 8554 NJ 1 89.69279529 190528.51
704347 ELAM 3232 OLD LOUISVILLE ROAD AUGUSTA 30906 GA 1 74.78507143 31400.19
I-A-1
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2702715 11.8 Fixed Rate 239.84 6/10/13 Single Family Owner occupied 400000 180
2703118 14.99 Fixed Rate 489.34 8/1/13 Single Family Owner occupied 175000 180
2703190 11.9 Fixed Rate 484.94 9/1/13 Single Family Owner occupied 110000 180
2703840 13.99 Fixed Rate 617.62 9/1/13 Single Family Owner occupied 232000 180
2703899 13.5 Fixed Rate 649.16 10/1/13 Single Family Owner occupied 250000 180
2704103 12.9 Fixed Rate 213.97 9/21/13 Single Family Owner occupied 85000 180
2704132 12.8 Fixed Rate 161.61 11/1/13 Single Family Owner occupied 87000 180
2704300 12.66 Fixed Rate 390.13 10/15/18 Single Family Owner occupied 250000 240
2780744 10.65 Fixed Rate 472.96 5/1/08 Single Family Owner occupied 98000 120
2781614 10.95 Fixed Rate 142.28 7/1/13 Single Family Owner occupied 178000 180
2782949 12.8 Fixed Rate 212.86 9/1/13 Single Family Owner occupied 70000 180
2783269 11.3 Fixed Rate 145.03 9/21/13 Single Family Owner occupied 42000 180
2783279 13.9 Fixed Rate 243.75 9/21/13 Single Family Owner occupied 98500 180
2783340 11.35 Fixed Rate 173.8 10/1/13 Single Family Owner occupied 148000 180
2783412 10.99 Fixed Rate 214.33 11/1/13 Multiple Family Owner occupied 175000 180
2783910 10.7 Fixed Rate 234.74 11/2/13 Single Family Owner occupied 140000 180
2783923 12.85 Fixed Rate 338.95 11/1/13 Single Family Owner occupied 78000 180
400463 10.74 Fixed Rate 224.06 10/15/12 Single Family Owner occupied 56000 180
400532 8.45 Fixed Rate 899.25 6/3/18 Single Family Owner occupied 165000 240
400550 10.6 Fixed Rate 619.15 7/31/18 Single Family Owner occupied 77000 240
400563 11.05 Fixed Rate 237.07 6/30/13 Single Family Owner occupied 59000 180
400565 9.4 Fixed Rate 697.15 7/17/13 Single Family Owner occupied 90000 180
400577 11.99 Fixed Rate 1072.04 10/8/28 Single Family Owner occupied 116000 360
702206 11.8 Fixed Rate 494.36 3/1/13 Single Family Owner occupied 58000 180
702983 10.99 Fixed Rate 483.87 7/1/13 Single Family Owner occupied 56500 180
703380 8.25 Fixed Rate 847.11 8/1/28 Single Family Owner occupied 120000 360
703444 9.6 Fixed Rate 420.69 9/1/13 Single Family Owner occupied 62000 180
703469 11.13 Fixed Rate 2535.29 7/1/13 Single Family Owner occupied 310000 180
703490 7 Fixed Rate 395.18 8/1/28 Multiple Family Owner occupied 69718 360
703554 10.79 Fixed Rate 915.42 9/1/13 Single Family Owner occupied 115000 180
703792 11.49 Fixed Rate 942.03 9/1/13 Single Family Owner occupied 110000 180
703835 10.4 Fixed Rate 1120.66 9/1/13 Single Family Owner occupied 158000 180
703880 12.49 Fixed Rate 462.32 8/24/13 Single Family Owner occupied 51000 180
704060 12.3 Fixed Rate 851.93 10/1/13 Multiple Family Owner occupied 108000 180
704140 10.95 Fixed Rate 931 11/1/13 Single Family Owner occupied 151000 180
704156 8.5 Fixed Rate 487.88 11/1/13 Single Family Owner occupied 92000 180
704173 9.95 Fixed Rate 416.9 11/1/18 Single Family Owner occupied 51000 240
704188 11.5 Fixed Rate 233.71 11/1/13 Single Family Owner occupied 29500 180
704218 9.7 Fixed Rate 478.52 11/1/18 Single Family Not Owner 67500 240
occupied
704219 9.7 Fixed Rate 577.77 11/1/18 Multiple Family Not Owner 85000 240
occupied
704231 10.79 Fixed Rate 716.41 11/1/13 Single Family Owner occupied 90000 180
704316 11.4 Fixed Rate 1879.35 11/1/13 Single Family Owner occupied 212500 180
704347 12.2 Fixed Rate 328.87 11/1/13 Single Family Owner occupied 42000 180
I-A-1
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
704367 LAWHORN 142 GREENWOOD ST NEW HAVEN 6511 CT 1 79.6401625 63681.99
704402 WILSON 10318 PAIGE RD WOODFORD 22580 VA 1 79.70367081 128267.56
704406 FARMER JR 156 CRESTWOOD ARCH LEXINGTON 29073 SC 1 79.72783251 64713.32
704444 PANTALEON JR 121 COTTER LN GREER 29650 SC 1 84.70077658 126904.76
704451 WOODLEY 321 WEST 26TH STREET NORFOLK 23513 VA 1 79.75299 79724.23
704509 CROZIER JR 17251 SE HIGHWAY 450 UMATILLA 32784 FL 1 84.65718062 96040.85
704517 HINSON 715 WRIGHT COURT DELAND 32720 FL 1 84.63891667 60909.94
781305 JOHNSON 151 EAST SLATTERY SHREVEPORT 71104 LA 1 88.18595122 36128.65
781463 COHEN 2042 DARROW EVANSTON 60201 IL 1 84.16595946 124472.98
781698 HAMMOND 3175 N MISTLE ROAD LAKE GENEVA 53147 WI 1 89.61835789 42554.78
782097 MATHIEU 3006 BROADMOOR AVE HOUMA 70364 LA 1 79.77850286 69753.58
782121 WATSON 9736 LIMU WAY DIAMONDHEAD 39525 MS 1 83.315 34939.11
782127 THOMPSON 17A NEW STREET NATCHEZ 39120 MS 1 86.45582716 34851.15
782131 BELL 164 MARIE DRIVE AVONDALE 70094 LA 1 84.15356 42076.78
782388 ESTELLE 1014 SHELTON AVE NEW IBERIA 70560- LA 1 73.81971111 33218.87
782629 PALOMINOS 319 WHITMAN AVENUE SAN ANTONIO 78211 TX 1 79.48078261 36540.25
782690 CASIDAY 615 FINKS HIDEAWAY MONROE 71203 LA 2 83.86511 41565.54
782795 CARPENTER 558 OLD WAGY ROAD FOREST CITY 28043 NC 1 84.77329412 57629.6
782864 ELKINS 1018 E 16TH AVE COLUMBUS 43211 OH 1 81.04547273 44553.52
783091 WILLIAMS 2137 72ND AVENUE BATON ROUGE 70807 LA 1 76.33579245 40353.41
783129 BONE 602 E HARTFORD AVE BESSEMER CITY 28016 NC 1 89.54123235 69724.3
783216 HALTON 3100 TEMPLE STREET MUSKEGON 49444 MI 1 83.88677419 23374.63
783225 FRANKLIN 611 SOUTH STREET AMITE 70422 LA 1 66.97012727 36816.15
783250 PINKERTON 23271 REPUBLIC DRIVE OAKPARK 48237 MI 1 78.94439623 83647.56
783278 HENDERSON 14104 HWY 57 VANCLEAVE 39565 MS 1 68.35808889 61239.1
783329 MCPHAIL 213 7TH STREET SW SPRINGHILL 71075 LA 1 48.71624242 15994.73
783344 EZELL 1749 KALAMAZOO ROAD PARIS 72855 AR 1 77.9824625 62074.63
783356 GARZA 7141 MADISON AVENUE HAMMOND 46324 IN 1 84.61933333 73618.82
783361 WEBB 9560 LAGUND ST LOUIS 63132 MO 1 84.63490315 69879.51
783386 ANTHONY JR 4417 GLENVIEW RD WARRENSVILLE 44128 OH 1 84.69344 63495.9
HEIGHTS
783393 TUTTLE 1953 PERSHING HIGHWAY SMACKOVER 71762 AR 1 84.69345205 61802.68
783411 KING 2307 HARRISON LANE TEXARKANA 75501 TX 1 74.82970526 71071.04
783449 THOMAS 1409 STILT STREET BATON ROUGE 70807 LA 1 84.73868 21177.8
783453 SEABERG 5844 KINGSFISHER DRIVE MENTONE 46539 IN 1 84.7454898 41512.12
783473 HORNE 2858 W LEXINGTON CHICAGO 60612 IL 1 79.69299219 101965.75
783490 LEWIS 14787 HUBBS ROAD PRIDE 70770 LA 1 59.660975 71550.79
783547 BRASHIER 2190 HIGHWAY 957 ETHEL 70730 LA 1 84.0982069 48726.33
783570 JACKSON 7039 I-55 SOUTH JACKSON 39212 MS 1 48.71634 48593.22
783586 MARSCH 503 JASMINE STREET JONESVILLE 71343 LA 1 78.99251429 27580.13
783589 THOMAS WALTON 3206 VANCOUVER DRIVE BATON ROUGE 70819 LA 1 70.77285714 39525.57
783609 SWINT WHITFIELD 1635 N 18TH STREET BATON ROUGE 70802 LA 1 75.41871429 10512.49
783636 VAUGHN 38267 JOAN DRIVE PEARL RIVER 70452 LA 1 15.22281739 17459.05
783677 SOOTS 1323 UNDERDOWN AVE LENOIR 28645 NC 1 69.8223125 33505.67
783753 PEREZ 510 GROVE STREET EAST CHICAGO 46312 IN 1 78.92248571 27585.44
783762 SALLEY 1639 WOODROW SHREVEPORT 71103 LA 1 68.53433333 14359.71
783763 SALLEY 1643 WOODROW SHREVEPORT 71103 LA 1 68.4662381 14343.98
783780 ROBINSON 2358 VORHOF ST LOUIS 63136 MO 1 79.73091781 58183.79
783826 KING III 3626 WASHINGTON PIKE BRIDGEVILLE 15017 PA 1 84.64388667 126965.83
I-A-2
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
704367 10.1 Fixed Rate 566.38 11/1/13 Multiple Family Owner occupied 115000 180
704402 10.5 Fixed Rate 1178.18 12/1/28 Single Family Owner occupied 161000 360
704406 10.9 Fixed Rate 613.73 12/1/28 Manufactured Owner occupied 81200 360
704444 10.79 Fixed Rate 1193.09 12/1/13 Single Family Owner occupied 151000 180
704451 11.35 Fixed Rate 783.09 12/1/28 Multiple Family Owner occupied 100000 360
704509 10.1 Fixed Rate 853.77 12/1/28 Single Family Owner occupied 120000 360
704517 9.85 Fixed Rate 530.3 12/1/13 Single Family Owner occupied 74000 180
781305 8 Fixed Rate 268.64 6/1/28 Single Family Owner occupied 41000 360
781463 8 Fixed Rate 923.08 7/1/28 Multiple Family Owner occupied 148000 360
781698 12.04 Fixed Rate 441.05 7/1/13 Single Family Owner occupied 53000 180
782097 11.35 Fixed Rate 686.43 7/24/28 Single Family Owner occupied 87500 360
782121 9.95 Fixed Rate 343.33 7/27/18 Single Family Owner occupied 42000 240
782127 12.1 Fixed Rate 434.38 7/27/13 Single Family Owner occupied 40500 180
782131 10.3 Fixed Rate 382.42 7/1/13 Single Family Owner occupied 50000 180
782388 10.4 Fixed Rate 334.69 9/1/18 SINGLE FAMILY Owner occupied 45000 240
782629 9.25 Fixed Rate 302.74 9/1/13 Multiple Family Not Owner 46000 180
occupied
782690 11.65 Fixed Rate 504.07 9/1/13 Single Family Owner occupied 100000 180
782795 12.55 Fixed Rate 619.12 11/1/28 Single Family Owner occupied 68000 360
782864 10.05 Fixed Rate 394.81 10/1/28 Single Family Owner occupied 55000 360
783091 11.05 Fixed Rate 424.59 9/23/18 Single Family Owner occupied 53000 240
783129 10.99 Fixed Rate 667.14 11/1/13 Single Family Owner occupied 78000 180
783216 11.14 Fixed Rate 247.05 10/1/18 Single Family Owner occupied 28000 240
783225 10.1 Fixed Rate 327.44 11/1/28 Single Family Owner occupied 55000 360
783250 10.9 Fixed Rate 793.61 11/1/28 Single Family Owner occupied 106000 360
783278 12 Fixed Rate 756.11 9/22/13 Single Family Owner occupied 90000 180
783329 10.85 Fixed Rate 185.99 9/28/13 Single Family Owner occupied 33000 180
783344 11.05 Fixed Rate 729.43 9/26/13 Single Family Owner occupied 80000 180
783356 10.9 Fixed Rate 698.66 11/1/13 Single Family Owner occupied 87000 180
783361 10.79 Fixed Rate 657.51 10/1/13 Single Family Owner occupied 82600 180
783386 11.14 Fixed Rate 613.86 11/1/28 Single Family Owner occupied 75000 360
783393 11.14 Fixed Rate 597.49 11/5/28 Single Family Owner occupied 73000 360
783411 13.25 Fixed Rate 802.11 11/1/28 Single Family Owner occupied 95000 360
783449 11.9 Fixed Rate 216.95 11/1/13 Single Family Owner occupied 25000 180
783453 12 Fixed Rate 428.42 11/1/28 Single Family Owner occupied 49000 360
783473 10.85 Fixed Rate 963.59 11/1/28 Multiple Family Owner occupied 128000 360
783490 9 Fixed Rate 579.33 11/1/13 Single Family Owner occupied 120000 180
783547 12.74 Fixed Rate 568.48 10/5/18 Single Family Owner occupied 58000 240
783570 10.85 Fixed Rate 563.6 10/12/13 Single Family Owner occupied 100000 180
783586 11.55 Fixed Rate 299.57 10/12/18 Single Family Not Owner 35000 240
occupied
783589 10.6 Fixed Rate 403.47 10/15/18 Single Family Owner occupied 56000 240
783609 12.1 Fixed Rate 161.34 10/16/08 Single Family Not Owner 14000 120
occupied
783636 10.1 Fixed Rate 194.53 10/19/13 Single Family Owner occupied 115000 180
783677 12.75 Fixed Rate 365.13 11/1/28 Single Family Owner occupied 48000 360
783753 10.6 Fixed Rate 281.43 11/1/18 Single Family Not Owner 35000 240
occupied
783762 12 Fixed Rate 176.42 11/1/13 Single Family Not Owner 21000 180
occupied
783763 11.5 Fixed Rate 171.72 11/1/13 Single Family Not Owner 21000 180
occupied
783780 11.7 Fixed Rate 587.26 11/1/13 Single Family Owner occupied 73000 180
783826 11.5 Fixed Rate 1262.62 12/1/28 Single Family Owner occupied 150000 360
I-A-2
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
783844 DOTRO 701 MONMOUTH PARKWAY MIDDLETOWN 7748 NJ 1 74.77501 74751.26
783846 MALONE 707 HWY 1206 DEVILLE 71328 LA 1 75.18335866 49455.16
783905 WITCHER 351 COUNTY ROAD 1190 TUPELO 38801 MS 1 76.65440816 37462.24
783914 RICHARD 109 RAILROAD STREET GURDON 71743 AR 1 73.31152 18283.47
784019 KISMANN 1840 JACKSON AVENUE MASILLON 44646 OH 1 84.73415704 110029.47
784054 WATERS 3664 WHITEHALL ROAD N MUSKEGON 49445 MI 1 84.76748889 38145.37
803777 CLOTHIER 3493 HIGHWAY 1643 SOMERSET 42501- KY 1 76.3316152 32135.61
803831 CRUZAN 1210 BRANDING IRON DR COLORADO SPRGS 80915 CO 2 89.02599454 33226.61
805648 DAVIS 1091 WILLOW STREET WOODVILLE 30669 GA 1 84.7965 42398.25
805933 SEALS 3926 DELLA COURT INDIANAPOLIS 46236 IN 1 88.68203509 50548.76
807741 PARKHAM 754 E 118TH ST CLEVELAND 44108 OH 1 74.03297561 60707.04
808274 COLLIER 9216 9TH AVE JACKSONVILLE 32208 FL 1 74.98527907 32243.67
808719 MCDONALD ROUTE 37 BOX 648 KIN FAYETTEVILLE 28306 NC 2 77.89163107 30228.38
809021 EICKHOFF 5713E TIERRA BUENA LN SCOTTSDALE 85254 AZ 1 82.96718182 136895.85
809286 ROBY 1047 -49 E PKWY S MEMPHIS 38104 TN 1 79.95214286 27983.25
809580 WINSTON 2828 LINCOLN ST. EVANSTON 60201 IL 1 68.21413217 391957.34
809658 SPENCER 108 MORELLI DR PITTSBURGH 15237 PA 1 89.79327502 92351.87
809790 HOWARD 215 MAPLE PT CT ST. CHARLES 63034 MO 1 91.99660305 120430.81
809794 GREEN 10468 RUTGERS RD JACKSONVILLE 32218 FL 1 82.02671429 62814.56
810032 CRUTCHER 455 WOODLAND AVE LEXINGTON 40508 KY 1 71.10157292 68148.66
810050 CHAVEZ 3424 OSAGE STREET DENVER 80211 CO 1 65.57108725 48820.12
810057 SNODGRASS 2647 DOUGLAS CIR HENDERSON 89014- NV 2 89.94570164 51006.39
810063 PEAVLER 551 JOHNSON AVE FRANKLIN 46131- IN 1 79.7032375 63712.34
810112 WILBUR 415 W 2ND ST ANDERSON 46016 IN 1 74.75781579 28399.24
810238 JENNINGS 441 SUSAN DR COLLINSVILLE 24078 VA 1 89.62552273 78801.45
810242 WILLIAMS 419 HWY 212 MICHIGAN CITY 46360 IN 1 65.78772414 57207.62
810314 BARNETT 2543 -45 SCHOOL AVE MEMPHIS 38112 TN 1 89.80662 44893.03
810324 GOLDSMITH 701 GRAY ST S GULFPORT 33707 FL 1 76.32981429 53391.31
810351 CARTER 18257 SANTA BARBARA DETROIT 48221 MI 1 79.61284 79572.37
810376 DAVIDSON 740 MADERIA CT KISSIMMEE 34758 FL 1 51.69083951 41751.58
810434 MCDONALD 3733 CROMWELL ST JACKSON 39213 MS 1 88.1098977 34365.13
810451 SUTHERLAND 2752 W MAIN ST LOUISVILLE 40212 KY 1 89.7461 62744.89
810454 MINK 11360 BARAGA TAYLOR 48180 MI 1 73.33487342 57764.69
810457 HARVEY 1742 WAYSIDE AVENUE CLEVELAND 44122 OH 1 79.771 59777.22
810464 PENN 1065 KNOLLWOOD DR SAINT HELEN 48656 MI 1 78.70493333 23553.97
810466 RODY 10636 WALKER VISTA DR RIVERVIEW 33569 FL 1 89.79159829 95720.12
810467 RICE 1397 E 262ND ST EUCLID 44132 OH 1 79.88434694 39114.2
810468 STATON 6118 NORTH RD WEST JEFFERSON 43162 OH 1 72.10425397 90801.56
811021 ASHBAUGH 1010 FOURTH ST JACKSON 49203 MI 1 79.77145405 58153.39
811103 DOUGLAS 2630 FOREST VALLEY DR FORT WAYNE 46815 IN 1 84.68265909 111743.07
811254 CLARK 5609 SUMMIT DR ROCKLIN 95765 CA 2 85.98698891 42760.85
811286 LAVENDER 1162 E 72ND ST CLEVELAND 44103 OH 1 89.67978261 61840.38
811290 CLARK 321 W COLLEGE INDEPENDENCE 64015 MO 1 74.77461905 31249.93
811382 BASSETT 5120 S DORSEY LN TEMPE 85282 AZ 1 89.6755 109352.74
811470 HARRIS 2498 BENSON CREEK RD LAWRENCEBURG 40342- KY 1 88.39834375 141437.35
811491 ASNES 22323 RUSHMORE PL BOCA RATON 33428- FL 2 89.83292857 62788.94
811648 BRYANT 106 CENTER ST NORTH PERKIN 61554 IL 1 89.76906522 41281.36
811671 FREDERICK 1562 W 16TH ST JACKSONVILLE 32209 FL 1 79.78297727 35094.49
I-A-3
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
783844 11.99 Fixed Rate 770.88 11/1/28 Single Family Owner occupied 100000 360
783846 10.45 Fixed Rate 453.18 10/26/28 Single Family Owner occupied 65800 360
783905 10.3 Fixed Rate 420.82 11/4/13 Manufactured Owner occupied 49000 180
783914 11.2 Fixed Rate 215.47 11/7/13 Single Family Owner occupied 25000 180
784019 11.29 Fixed Rate 1075.77 12/1/13 Single Family Owner occupied 132000 180
784054 12.55 Fixed Rate 409.71 12/1/28 Single Family Owner occupied 45000 360
803777 10.89 Fixed Rate 352.24 8/1/17 Investment Not Owner 42100 240
occupied
803831 12.75 Fixed Rate 439.37 8/19/12 Single Family Owner occupied 183000 180
805648 11.44 Fixed Rate 418.93 12/22/12 Single Family Owner occupied 50000 180
805933 11.2 Fixed Rate 496.31 12/30/12 Single Family Owner occupied 57000 180
807741 9.45 Fixed Rate 514.88 5/15/13 Single Family Owner occupied 82000 180
808274 10.9 Fixed Rate 304.69 6/15/13 Single Family Not Owner 43000 180
occupied
808719 12 Fixed Rate 376.85 7/17/13 Single Family Owner occupied 103000 180
809021 9.79 Fixed Rate 1186.24 8/4/13 Single Family Owner occupied 165000 180
809286 12.25 Fixed Rate 293.42 8/26/13 Multiple Family Not Owner 35000 180
occupied
809580 8.25 Fixed Rate 2970.51 9/17/13 Single Family Owner occupied 575000 180
809658 13.2 Fixed Rate 1038.95 9/14/28 Single Family Owner occupied 103000 360
809790 8.25 Fixed Rate 913.29 9/1/28 Single Family Owner occupied 133000 360
809794 9.99 Fixed Rate 698.1 9/30/13 Single Family Owner occupied 77000 180
810032 7.89 Fixed Rate 557.65 10/20/28 Single Family Owner occupied 96000 360
810050 8.8 Fixed Rate 388.58 10/21/13 Single Family Owner occupied 74500 180
810057 14.65 Fixed Rate 631.85 10/21/13 Single Family Owner occupied 305000 180
810063 10.99 Fixed Rate 609 10/19/28 Multiple Family Not Owner 80000 360
occupied
810112 12.2 Fixed Rate 297.55 10/22/13 Single Family Owner occupied 39500 180
810238 10.5 Fixed Rate 724.47 10/30/28 Single Family Owner occupied 90320 360
810242 9.99 Fixed Rate 504.18 11/10/13 Single Family Owner occupied 87000 180
810314 13.5 Fixed Rate 515.44 11/16/13 Multiple Family Owner occupied 50000 180
810324 11.25 Fixed Rate 520.6 11/10/13 Single Family Owner occupied 70000 180
810351 9.75 Fixed Rate 687.32 11/18/13 Single Family Owner occupied 100000 180
810376 9.45 Fixed Rate 447.72 11/18/13 Single Family Not Owner 81000 180
occupied
810434 10.75 Fixed Rate 394.46 12/9/13 Single Family Owner occupied 39100 180
810451 10.7 Fixed Rate 585.73 1/12/29 Single Family Owner occupied 70000 360
810454 8.74 Fixed Rate 591.82 1/26/14 Single Family Owner occupied 79000 180
810457 10.49 Fixed Rate 548.4 1/28/14 Single Family Not Owner 75000 180
occupied
810464 10.75 Fixed Rate 269.03 2/26/14 Single Family Owner occupied 30000 180
810466 10.75 Fixed Rate 895.96 3/19/14 Single Family Owner occupied 107000 180
810467 11 Fixed Rate 373.31 4/21/14 Single Family Not Owner 51000 180
occupied
810468 9.1 Fixed Rate 738.76 6/7/14 Single Family Owner occupied 126000 180
811021 9.75 Fixed Rate 501.06 4/1/29 Single Family Owner occupied 73500 360
811103 11.75 Fixed Rate 1132.56 11/16/28 Single Family Owner occupied 132000 360
811254 13.05 Fixed Rate 477.63 11/25/28 Single Family Owner occupied 225500 360
811286 12.2 Fixed Rate 648.34 10/30/28 Single Family Owner occupied 69000 360
811290 10.75 Fixed Rate 358.7 12/22/13 Single Family Owner occupied 42000 180
811382 10.05 Fixed Rate 967.63 1/25/14 Single Family Owner occupied 122000 180
811470 10.7 Fixed Rate 1320.21 11/17/13 Single Family Owner occupied 160000 180
811491 11.95 Fixed Rate 645.6 11/9/13 Single Family Owner occupied 252000 180
811648 12.2 Fixed Rate 432.23 12/4/28 Single Family Owner occupied 46000 360
811671 12.49 Fixed Rate 375.4 11/17/28 Multiple Family Not Owner 44000 360
occupied
I-A-3
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
811708 FLEMING 108 KINDER ST CAHOKIA 62206 IL 1 78.24308 19509.86
811760 LAVENDER 2705 E 89TH ST CLEVELAND 44104 OH 1 79.81376563 51054.92
811896 YADRICK- 313 SW 313TH ST FEDERAL WAY 98023 WA 2 71.96027826 38979.64
GRABLE
811932 MARKS 15230 SARANAC RD CLEVELAND 44110 OH 1 79.56808967 40801.74
811967 WHALEY 1025 CRESTWOOD HTS PARIS 40361 KY 1 79.71598496 105978.4
812014 LAWSON 11725 HIGHWAY 52 EAST PAINT LICK 40461 KY 1 68.92290323 36274.18
812080 WHITLOCK 159 N ST ALLEGAN 49010 MI 1 79.77579747 63004.16
812091 CEASOR 12615 BROOKLAWA AVE. CLEVELAND 44111 OH 1 84.78486 42364.21
812276 WESLEY 411 -11A W KEEFE AVE MILWAUKEE 53209 WI 1 74.79845455 32902.39
812434 FRANCO 2810 W 1ST AVE DENVER 80219 CO 1 60.53430588 51390.53
812632 ROBERTS 118 CHERRY ST IRVINE 40336 KY 1 79.75646667 35874.22
812680 BRASILIANO 5188 SW 199TH CT DUNNELLON 34431 FL 1 89.67404839 55573.5
812735 FRITZ 1861 55TH TERR SW NAPLES 34116 FL 1 79.785075 127575.43
812750 WOLFE 28440 N 63RD ST CAVE CREEK 85331 AZ 2 71.53584333 20705.1
812766 MANN 50 DUNKIRK ST GRAND RAPIDS 49548 MI 1 84.74112 63530.6
812862 ROGERSON 14929 LAKEWOOD HEIGHTS LAKEWOOD 44107 OH 1 79.82934074 107735.38
813082 MASTERSON 5311 CITATION RD LOUISVILLE 40272 KY 1 79.70044872 62139.25
813158 GRAY 8991 S COUNTY RD 625 W REELSVILLE 46171 IN 1 79.48140789 120511.37
813163 UTTERBACK 127 WILTON AVE LEXINGTON 40508 KY 1 89.79282258 55633.25
813174 HARVEY 7140 HARTMAN ST COCOA 32927 FL 1 67.88084091 59707.41
813194 BURGOS 13109 LEISUREWOOD PL TAMPA 33612 FL 1 89.68389796 87817.94
813332 MORRIS 2974 E 3175 S SALT LAKE CITY 84109 UT 1 21.5727235 46791.09
813335 JERDINE 13400 FOREST HILL AVE EAST CLEVELAND 44112 OH 1 79.766 67757.92
813355 CARLSON 4087 S TURQUOISE DR BUCKEYE 85326 AZ 1 29.18476 43751.44
813454 POWERS 87 CHURCH STREET COLDWATER 49036 MI 1 78.19910714 65512.51
813466 ROY 1916 W 29TH ST PUEBLO 81008 CO 1 79.66353488 34238.58
813557 PORTER 2712 CONESTOGA AVE LOUISVILLE 40210 KY 1 89.63676596 42111.83
813561 BIGLOW 200 GROSS ST FARMVILLE 23901 VA 1 79.79696 39883.44
813592 BOIS 18 TAM O SHANTER LN BOCA RATON 33431 FL 2 83.33118354 19620.71
813756 LAVIZZO 18728 S CENTER AVE HOMEWOOD 60430- IL 2 89.82591642 34101.41
814144 MYLES 819 STROTZ RD TOLEDO 43612 OH 1 83.34788571 58193.35
814217 LINDEMAN 820 NE 47TH CT FORT LAUDERDALE 33334 FL 1 69.74436735 68284.21
814305 GALSTER 3420 PRILL RD CENTRALIA 98531 WA 1 89.87565333 134750.28
814353 GRAFTON 1373 HARRODSBURG RD LAWRENCEBURG 40342 KY 1 78.47946154 50753.61
814412 ETHRIDGE 226 CRABAPPLE TRL DALLAS 30132 GA 2 84.67945833 24334.6
814425 CARTER 7541 GRAND MESA CIR KEYSTONE HEIGHTS 32656 FL 1 89.66169048 75250.48
814470 NURRE 5870 AMANDA NORTHERN RD CARROLL 43112 OH 1 89.68389809 140746.08
814633 SOLARIN 8006 N 13TH ST TAMPA 33604 FL 1 84.74810938 54217.92
814634 RIEBE 15750 E CHAIN LAKE RD LAKEWOOD 54138 WI 1 74.85106667 28049.81
814666 HARDIN 10624 GRANT DR NORTHGLENN 80233 CO 1 60.77733028 66214.53
814864 MORRIS 216 E OKLAHOMA AVE KNOXVILLE 37917 TN 1 72.20041379 31231.88
814871 THOMAS 6621 CASINO DR FORT WAYNE 46816 IN 1 89.67535897 69920.7
814879 HARRIS 216 HARAWAY RD DANVILLE 24540 VA 1 74.81217 74762.88
814923 BLAKELY 111 MARLBORO DR GREENVILLE 29605 SC 1 79.76905526 67067.94
814960 LEGARE 511 EUWANEE PL NORFOLK 23503 VA 1 79.71906511 47732.18
814986 GUTIERREZ 806 W SUPERIOR ST FORT WAYNE 46802 IN 1 79.78609524 50229.92
I-A-4
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
811708 10.25 Fixed Rate 217.99 12/17/13 Single Family Not Owner 25000 180
occupied
811760 13.05 Fixed Rate 568.38 11/19/28 Multiple Family Not Owner 64000 360
occupied
811896 11.95 Fixed Rate 478.78 12/1/13 Single Family Owner occupied 230000 180
811932 10.99 Fixed Rate 390.52 11/10/28 Single Family Not Owner 51300 360
occupied
811967 10.7 Fixed Rate 989.23 12/7/13 Single Family Owner occupied 133000 180
812014 10.25 Fixed Rate 326.18 2/3/14 Single Family Owner occupied 52700 180
812080 12.3 Fixed Rate 664.71 11/13/13 Single Family Owner occupied 79000 180
812091 11.7 Fixed Rate 427.37 12/21/28 Single Family Owner occupied 50000 360
812276 12.75 Fixed Rate 358.61 11/25/13 Multiple Family Not Owner 44000 180
occupied
812434 9.15 Fixed Rate 424.03 11/25/28 Single Family Owner occupied 85000 360
812632 10.2 Fixed Rate 321.26 2/1/14 Single Family Owner occupied 45000 180
812680 10.4 Fixed Rate 506.26 1/6/29 Single Family Owner occupied 62000 360
812735 11.99 Fixed Rate 1315.64 11/30/28 Multiple Family Not Owner 160000 360
occupied
812750 12.3 Fixed Rate 256.1 3/16/14 Single Family Owner occupied 300000 180
812766 10.85 Fixed Rate 599.89 1/12/14 Single Family Owner occupied 75000 180
812862 11.85 Fixed Rate 1098.45 2/5/14 Single Family Owner occupied 135000 180
813082 10.45 Fixed Rate 568.47 12/23/13 Single Family Owner occupied 78000 180
813158 10.9 Fixed Rate 1246.88 3/3/19 Single Family Owner occupied 152000 240
813163 11.5 Fixed Rate 552.58 1/4/29 Single Family Owner occupied 62000 360
813174 10.19 Fixed Rate 534.99 11/30/13 Single Family Owner occupied 88000 180
813194 10.75 Fixed Rate 823.33 11/30/13 Multiple Family Owner occupied 98000 180
813332 10.15 Fixed Rate 417.68 1/4/14 Multiple Family Owner occupied 217000 180
813335 11.99 Fixed Rate 698.93 11/19/28 Single Family Not Owner 85000 360
occupied
813355 9 Fixed Rate 354.03 12/21/13 Single Family Owner occupied 150000 180
813454 10 Fixed Rate 722.13 12/18/13 Single Family Not Owner 84000 180
occupied
813466 9.9 Fixed Rate 299.35 12/1/13 Single Family Owner occupied 43000 180
813557 10.75 Fixed Rate 394.86 12/7/13 Multiple Family Owner occupied 47000 180
813561 11.05 Fixed Rate 382.44 2/1/29 Single Family Owner occupied 50000 360
813592 12.24 Fixed Rate 243.13 1/4/14 Multiple Family Owner occupied 158000 180
813756 12.5 Fixed Rate 390.74 12/14/18 Multiple Family Owner occupied 167500 240
814144 10.25 Fixed Rate 648.52 1/11/14 Multiple Family Owner occupied 70000 180
814217 9.99 Fixed Rate 601.51 12/28/13 Multiple Family Owner occupied 98000 180
814305 9.85 Fixed Rate 1169.79 6/16/14 Single Family Owner occupied 150000 180
814353 10.5 Fixed Rate 574.81 12/15/13 Single Family Owner occupied 65000 180
814412 12 Fixed Rate 296.98 2/2/14 Single Family Owner occupied 96000 180
814425 10.5 Fixed Rate 691.54 1/25/29 Single Family Owner occupied 85000 360
814470 10.75 Fixed Rate 1319.01 12/17/13 Single Family Owner occupied 157000 180
814633 11 Fixed Rate 518.06 1/19/14 Single Family Owner occupied 64000 180
814634 11.45 Fixed Rate 277.45 2/26/14 Single Family Owner occupied 37500 180
814666 9.8 Fixed Rate 573.78 1/19/29 Single Family Owner occupied 109000 360
814864 9.24 Fixed Rate 329.15 1/27/14 Single Family Owner occupied 43500 180
814871 11.25 Fixed Rate 681.83 12/22/13 Single Family Owner occupied 78000 180
814879 11.75 Fixed Rate 757.06 12/23/13 Multiple Family Owner occupied 100000 180
814923 10.45 Fixed Rate 613.29 1/25/29 Single Family Owner occupied 85000 360
814960 10.75 Fixed Rate 447.32 12/23/28 Single Family Not Owner 70000 360
occupied
814986 11.45 Fixed Rate 497.19 12/23/13 Multiple Family Owner occupied 63000 180
I-A-4
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
815002 CUNNINGHAM 821 CLAREMONT RD CHARLOTTE 28214 NC 2 79.60004706 25281.12
815018 ROGERS 602 JOLIET RD MARQUETTE 61554 IL 1 74.74881176 63508.75
HEIGHTS
815024 HARRISON 642 LUPINE DR FORT COLLINS 80524 CO 2 74.13525833 19635.09
815026 CORREA 1213 SE 8TH ST 73-C CAPE CORAL 33990 FL 1 84.72312069 49118.81
815027 DEAN 961 DARDA CT LEXINGTON 40515 KY 2 84.12116807 45108.36
815069 LEONARD 840 DELLA DR LEXINGTON 40504 KY 1 84.72137931 98234.79
815093 RICHARDS 171 RANDALL DRIVE HOLLY SPRINGS 38635 MS 1 74.42360377 39404.49
815094 RIGGLE 102 -108 N MANHATTEN MUNCIE 47303 IN 1 79.75134667 59789.25
815113 PATTON 13996 13 MILE RD CERESCO 49033 MI 1 79.76109091 70158.69
815158 KELLY 18660 SUNDERLAND DETROIT 48219 MI 1 89.77466667 53847.15
815192 LEHMBERG 9264 S BELTON LN SANDY 84093 UT 2 84.55362 39398.18
815277 PULLIAM 3833 PARKLANE DR CLARKSTON 30021 GA 1 84.73583149 38184.72
815298 SCOTT 14 EDINBORO CIR CHALFONT 18914 PA 1 84.70618723 99439.73
815309 MCGRATH 218 MANHEIM ST PHILADELPHIA 19144 PA 1 77.67556 38819
815315 CARR 1580 ALTA DR UNIT C-12 WHITEHALL 18052 PA 1 84.74145455 46589.29
815322 KEITH 52 SYCAMORE RD NEWPORT NEWS 23607 VA 1 69.73123611 50181.41
815401 SNEDEKER 3728 ROGERO RD JACKSONVILLE 32277 FL 1 84.79941463 69449.95
815404 MCNICHOLAS 325 HUNTLEY RD UPPER DARBY 19082 PA 1 79.32242222 35695.09
815407 ROWE 4216 FARMHILL LN CHESTERFIELD 23832 VA 2 80.54033962 24575.76
815482 KLINGER 89 COLEMAN ST 933 WEST HAVEN 6516 CT 1 64.8280625 41475.61
815543 PHILLIPS 4680 TUSCON TRL ATLANTA 30331 GA 1 89.58441429 62688.15
815560 GREENE 17147 BRAMELL DETROIT 48219 MI 1 79.83121667 47857
815594 GRUBER- 9125 S MOUNTAIN BRUSH CT HIGHLANDS RANCH 80126 CO 2 89.82085306 28003.56
COOKSEY
815609 WILLIS 1006 MONROE ST NASHVILLE 37208 TN 1 45.36922353 38512.59
815618 PORTELLI 1906 E ROBSON ST TAMPA 33610 FL 1 79.75709524 50228.41
815620 GREEN 1297 N JODI DR LAYTON 84041 UT 2 89.71958912 23574.21
815622 KLINGE 14830 TAYLOR ST WEST OLIVE 49460 MI 2 76.2628866 43828.98
815656 SUCIU 9414 NE 307TH AVE SALT SPRINGS 32134 FL 1 84.77280952 88980.34
815690 JONSSON 846 E CASSIE DR SOUTH OGDEN 84405 UT 2 89.94825 44194.83
815709 EDWARDS 5763 RIVERVIEW BLVD SAINT LOUIS 63147 MO 1 68.95929231 44800.68
815710 SNIPES 2924 N COLORADO AVE INDIANAPOLIS 46218 IN 1 79.79754545 43874.11
815723 NEW 1163 GOGGINS LN RICHMOND 40475 KY 1 84.7699 76262.26
815726 HARRIS 315 LOUISE HIGHLAND PARK 48203 MI 1 79.64562162 29468.88
815727 LEVERETT 12081 SANTA ROSA DETROIT 48204 MI 1 69.71392593 37625.52
815744 LAWREY 108 FAIRLAWN RD LOUISVILLE 40207 KY 1 66.95830909 73455.67
815751 EARLS 3967 TANGLEWOOD RD SNELLVILLE 30039 GA 1 89.66093478 82447.68
815768 WOOD 5916 A & B 1ST ST E BRADENTON 34203 FL 1 74.7668 37368.23
815774 WOOD 5912 A & B 1ST ST EAST BRADENTON 34207 FL 1 74.7668 37368.23
815800 BREWER 7436 E BRENTWOOD ST DETROIT 482343155 MI 1 79.7551632 26867.12
815801 HARTVIGSEN 296 E 1000 S BOUNTIFUL 84010 UT 2 89.82112587 19667.43
815810 MUNN 900 40TH AVENUE WEST BRADENTON 34205 FL 1 79.73210606 52600.22
815826 CHECCHIA 5411 KINGSESSING AVE PHILADELPHIA 19143 PA 1 73.75811429 25751.06
815845 PORCHE 201 DIANA DR GRAY 70359 LA 2 68.69141497 12754.38
815868 ANDERSON 13322 MOSS RD CHARLOTTE 28273 NC 1 84.73797746 150271.92
815870 LAFAYETTE 4784 JACKSON ST GARY 46408 IN 1 84.768 57595.59
I-A-5
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
815002 12.95 Fixed Rate 324.61 1/20/14 Single Family Owner occupied 85000 180
815018 10.4 Fixed Rate 578.39 1/21/14 Single Family Owner occupied 85000 180
815024 12.3 Fixed Rate 243.91 1/6/14 Multiple Family Owner occupied 120000 180
815026 10.6 Fixed Rate 454.66 2/15/29 Condominium Owner occupied 58000 360
815027 11.65 Fixed Rate 541.76 1/4/14 Multiple Family Owner occupied 119000 180
815069 10.5 Fixed Rate 901.93 1/4/14 Single Family Owner occupied 116000 180
815093 12.65 Fixed Rate 455.83 1/15/19 Single Family Owner occupied 53000 240
815094 10.75 Fixed Rate 560.09 1/4/14 Single Family Owner occupied 79550 180
815113 10.29 Fixed Rate 632.95 2/2/14 Single Family Owner occupied 88000 180
815158 11.75 Fixed Rate 545.08 1/11/14 Single Family Owner occupied 60000 180
815192 13.05 Fixed Rate 507.41 2/1/14 Single Family Owner occupied 450000 180
815277 10.75 Fixed Rate 357.85 12/31/13 Condominium Owner occupied 45500 180
815298 10.25 Fixed Rate 894.98 12/29/13 Single Family Owner occupied 117500 180
815309 9.95 Fixed Rate 340.81 12/31/13 Single Family Not Owner 50000 180
occupied
815315 10.85 Fixed Rate 439.92 1/15/14 Condominium Owner occupied 55000 180
815322 9.75 Fixed Rate 433.01 1/7/14 Single Family Owner occupied 72000 180
815401 10.65 Fixed Rate 645.4 1/12/14 Single Family Owner occupied 82000 180
815404 10.1 Fixed Rate 318.59 1/11/14 Single Family Not Owner 54900 180
occupied
815407 11.75 Fixed Rate 296.03 2/1/14 Single Family Owner occupied 106000 180
815482 11.5 Fixed Rate 411.96 1/12/29 Condominium Not Owner 64000 360
occupied
815543 12 Fixed Rate 648.03 1/14/14 Single Family Owner occupied 72000 180
815560 10.3 Fixed Rate 431.91 2/9/14 Single Family Not Owner 60000 180
occupied
815594 12.8 Fixed Rate 356.85 1/11/14 Single Family Owner occupied 245000 180
815609 10.85 Fixed Rate 399.93 1/15/14 Single Family Owner occupied 85000 180
815618 10.95 Fixed Rate 478.07 1/6/14 Single Family Owner occupied 63000 180
815620 12.6 Fixed Rate 296.75 2/17/14 Single Family Owner occupied 165500 180
815622 12.1 Fixed Rate 542.97 1/25/14 Single Family Owner occupied 97000 180
815656 11.45 Fixed Rate 880.43 1/7/14 Single Family Owner occupied 115000 180
815690 12.55 Fixed Rate 474.51 1/25/14 Single Family Owner occupied 168000 180
815709 9.65 Fixed Rate 383.32 1/26/14 Single Family Owner occupied 65000 180
815710 11.7 Fixed Rate 442.45 1/15/29 Single Family Owner occupied 55000 360
815723 10.75 Fixed Rate 714.11 2/1/14 Single Family Owner occupied 90000 180
815726 9.65 Fixed Rate 252.14 1/7/14 Single Family Owner occupied 37000 180
815727 9.45 Fixed Rate 316.46 1/21/29 Single Family Owner occupied 54000 360
815744 9.6 Fixed Rate 787.7 2/2/14 Single Family Owner occupied 110000 180
815751 9.85 Fixed Rate 717.47 1/21/14 Single Family Owner occupied 92000 180
815768 10.75 Fixed Rate 350.06 1/15/14 Single Family Not Owner 60000 180
occupied
815774 10.75 Fixed Rate 350.06 1/15/14 Single Family Not Owner 60000 180
occupied
815800 11 Fixed Rate 256.75 2/16/14 Single Family Not Owner 42500 180
occupied
815801 13.3 Fixed Rate 257.01 1/19/14 Single Family Owner occupied 143000 180
815810 10.4 Fixed Rate 479.04 1/14/14 Single Family Owner occupied 66000 180
815826 10.5 Fixed Rate 290.17 2/4/14 Single Family Not Owner 35000 180
occupied
815845 12.3 Fixed Rate 158.54 1/27/14 Single Family Owner occupied 147000 180
815868 10.14 Fixed Rate 1339.67 1/20/14 Single Family Owner occupied 177500 180
815870 10.74 Fixed Rate 539.12 1/19/29 Single Family Owner occupied 68000 360
I-A-5
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
815880 DUKE 259 E 2100 S SALT LAKE CITY 84115 UT 1 72.905056 91043.41
815898 PENN 1336 E 73RD ST CHICAGO 60619 IL 1 79.25964444 71302.88
816025 MORRISON 19400 LAHSER DETROIT 48219 MI 1 83.76517333 62797.82
816049 SURDO 3957 PROCTOR RD SARASOTA 34233 FL 2 89.88765714 20659.32
816050 WILLIS\KING 3230 TENNYSON SQ SAINT LOUIS 63143 MO 1 89.81132927 73618.66
816052 LINCOLN 10115 W AVENIDA CORDONIZ PHOENIX 85037 AZ 1 84.76938318 90629.86
816063 JOHNSTON 134 JIM MARTIN DR ROANOKE RAPIDS 27870 NC 1 84.82367442 72922.26
816071 WARD 1389 S 2000 WEST DELTA 84624 UT 2 84.83836667 25545.56
816080 BARBER 9194 MENDOTA DETROIT 48204 MI 1 77.61156 38805.78
816083 MATHIS 476 W 3RD ST PERU 46970 IN 1 79.4349 23819.45
816088 DIXON 2914 KEOKUK ST SAINT LOUIS 63118 MO 1 84.78661017 49986.61
816096 WILLIAMS 3244 OHIO SAINT LOUIS 63118 MO 1 89.97606154 58465.6
816106 GYSIN 258 E 2ND ST PERU 46970 IN 1 79.76945 31895.77
816111 PRUITT 31947 ELMWOOD ST GARDEN CITY 48135 MI 1 84.64930208 81263.33
816124 BURG 149 KESSLER CIR BILOXI 39531 MS 1 84.67765306 41492.05
816130 TAYLOR 22824 LA HWY 42 LIVINGSTON 70754 LA 1 78.8090125 63008.18
816154 SHARPENSTEEN 1705 CONCORD CHURCH RD BONNIEVILLE 42713 KY 1 89.68513131 88751.03
816165 TALLEY 748 & 750 BERHMAN HWY GRETNA 70056 LA 1 81.5100381 85518.51
816166 HANSBERRY 8087 ROSELAWN DETROIT 48204 MI 1 78.69305 31404.7
816169 MARKS 18278 MURRAY HILL DETROIT 48235 MI 1 64.44907246 44413.57
816170 WILLIAMS 6354 JULIAN DETROIT 48204 MI 1 82.65354839 25556.02
816172 WELCH 18953 FERGUSON DETROIT 48235 MI 1 78.46322222 49316.23
816175 SMITH 18453 FERGUSON DETROIT 48235- MI 1 78.27267273 43049.97
816177 WHITE 2544 -46 FISCHER DETROIT 48124 MI 1 84.13865789 31931.67
816178 ARNOLD 1513 SE 15TH PL ST OAK GROVE 64075 MO 1 79.81910987 57367.57
816180 BLAINE 17935 FLEMING DETROIT 48212 MI 1 89.144675 35613.41
816182 SPEARMAN 11364 PATTON DETROIT 48228 MI 1 78.73252 59027.07
816195 RHODES 1068 TOBI DR COLUMBUS 43207 OH 1 84.7212233 87225.56
816204 MOORE 812 WRIGHT STREET BENTON 71006 LA 1 74.39338333 44591.6
816214 TOLMAN 2326 BRUINS AVENUE BOISE 83704 ID 1 65.73215172 95265.37
816221 SISK 3499 COLEMAN HILL ROAD ROCKVALE 37153 TN 1 76.62289051 157300.12
816230 FINLEY 19446 SUSSEX DETROIT 48235 MI 1 74.80714444 67300.72
816234 SMITH 7816 CONCORD RD JOHNSTOWN 43031 OH 1 89.76912174 103155.46
816242 LIPSCOMB 5528 THE GATES DR THE COLONY 75056 TX 1 63.44152193 41716.59
816243 ROBINSON 209 11TH ST LELAND 38756 MS 1 74.25877863 19433.19
816245 SANDERS 1206 CLARK ST FORDYCE 71742 AR 1 88.52606267 18183.61
816248 BLAKES 18501 BILTMORE DETROIT 48235 MI 1 79.7965082 48638.92
816249 HUDSON 5616 NW 61ST OKLAHOMA CITY 73122 OK 1 49.51909091 27166.32
816252 GASCON 11111 AMITE RIVER RD BATON ROUGE 70817 LA 1 84.71654795 61818.35
816253 BARNES 13311 HWY 5 LONGSTREET 71050 LA 1 73.773175 58890.2
816277 LIVINGS 204 LISTON ST LAFAYETTE 70501 LA 1 79.319975 31646.24
816279 RUIZ 1027 BONNABEL RD METAIRIE 70005 LA 1 74.78694 112125.16
816284 AMOX 16613 PREVOST AVE DETROIT 48235 MI 1 59.57559649 33958.09
816286 ROLLIN 1005 JENNIE AVE HATTIESBURG 39401 MS 1 73.720225 29353.79
816312 BAILEY 35133 CANE MARKET ROAD DENHAM SPRINGS 70726 LA 2 84.15444444 22027.71
816322 LICH 3477 S PHILLIPS RD KINGSTON 48741 MI 1 69.00153846 44806.85
816331 SIAOSI 5800 HONEYSUCKLE WAY SALT LAKE CITY 84118 UT 1 81.99530252 97472.64
816345 THOMAS 2412 SW 9TH ST DES MOINES 50315 IA 1 79.40810811 29306.8
816355 FREEMAN 15227 NOVARA DETROIT 48205 MI 1 74.69344286 52257.63
I-A-6
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
815880 9.55 Fixed Rate 981.79 1/15/14 Single Family Not Owner 125000 180
occupied
815898 11.2 Fixed Rate 696.58 2/1/14 Single Family Owner occupied 90000 180
816025 10.6 Fixed Rate 581 1/28/14 Single Family Owner occupied 75000 180
816049 13.4 Fixed Rate 235.47 1/26/29 Single Family Owner occupied 105000 360
816050 11.2 Fixed Rate 713.99 3/2/14 Single Family Owner occupied 82000 180
816052 10.74 Fixed Rate 848.32 1/15/29 Single Family Owner occupied 107000 360
816063 11.25 Fixed Rate 709.99 3/5/29 Single Family Owner occupied 86000 360
816071 13.05 Fixed Rate 284.19 1/27/29 Single Family Owner occupied 120000 360
816080 11.44 Fixed Rate 465.75 1/1/14 Single Family Owner occupied 50000 180
816083 10.5 Fixed Rate 219.54 1/1/29 Single Family Owner occupied 30000 360
816088 11.1 Fixed Rate 481.38 1/1/29 Single Family Owner occupied 59000 360
816096 11.5 Fixed Rate 579.32 1/1/29 Multiple Family Owner occupied 65000 360
816106 11.1 Fixed Rate 307.16 1/1/29 Single Family Owner occupied 40000 360
816111 9.99 Fixed Rate 715.5 1/1/14 Single Family Owner occupied 96000 180
816124 10.39 Fixed Rate 377.57 1/1/14 Single Family Owner occupied 49000 180
816130 9.5 Fixed Rate 538.15 1/7/14 Single Family Owner occupied 80000 180
816154 10.4 Fixed Rate 808.38 1/25/14 Single Family Owner occupied 99000 180
816165 10.95 Fixed Rate 814.33 12/18/28 Multiple Family Owner occupied 105000 360
816166 11.44 Fixed Rate 372.6 1/1/14 Single Family Owner occupied 40000 180
816169 10.85 Fixed Rate 458.37 2/1/19 Single Family Owner occupied 69000 240
816170 10.6 Fixed Rate 292.91 2/1/14 Single Family Owner occupied 31000 180
816172 11.44 Fixed Rate 586.85 1/1/14 Single Family Owner occupied 63000 180
816175 10.44 Fixed Rate 484.74 1/1/14 Single Family Owner occupied 55000 180
816177 10.85 Fixed Rate 330.11 1/1/19 Single Family Owner occupied 38000 240
816178 10.85 Fixed Rate 541.27 3/19/14 Single Family Owner occupied 76500 180
816180 11.05 Fixed Rate 372.81 2/1/19 Single Family Owner occupied 40000 240
816182 11.04 Fixed Rate 565.57 2/1/29 Single Family Owner occupied 75000 360
816195 10.5 Fixed Rate 800.85 1/20/14 Single Family Owner occupied 103000 180
816204 12.85 Fixed Rate 522.41 1/25/19 Single Family Owner occupied 60000 240
816214 9.85 Fixed Rate 828.6 2/3/14 Single Family Owner occupied 145000 180
816221 9.65 Fixed Rate 1345.88 1/26/14 Single Family Owner occupied 205500 180
816230 10.99 Fixed Rate 642.31 2/8/29 Single Family Not Owner 90000 360
occupied
816234 11 Fixed Rate 985.65 1/27/14 Single Family Owner occupied 115000 180
816242 8.4 Fixed Rate 545.66 12/1/08 Single Family Owner occupied 66153 120
816243 11.69 Fixed Rate 212.14 12/7/18 Single Family Owner occupied 26200 240
816245 12.19 Fixed Rate 224.6 1/1/14 Single Family Not Owner 20585 180
occupied
816248 11.04 Fixed Rate 466.21 1/1/29 Single Family Owner occupied 61000 360
816249 10.94 Fixed Rate 282.73 12/29/18 Single Family Owner occupied 55000 240
816252 10.85 Fixed Rate 583.89 1/1/29 Single Family Owner occupied 73000 360
816253 12.15 Fixed Rate 725.9 9/1/13 Single Family Owner occupied 80000 180
816277 10.74 Fixed Rate 324.66 2/1/19 Single Family Owner occupied 40000 240
816279 10.35 Fixed Rate 1022.81 1/1/29 Single Family Owner occupied 150000 360
816284 9.15 Fixed Rate 356.08 1/1/14 Single Family Owner occupied 57000 180
816286 11.69 Fixed Rate 354.09 1/1/14 Single Family Owner occupied 40000 180
816312 12 Fixed Rate 268.84 2/3/14 Single Family Owner occupied 144000 180
816322 9.8 Fixed Rate 388.27 1/21/29 Single Family Owner occupied 82000 360
816331 11.4 Fixed Rate 960.56 2/9/29 Single Family Owner occupied 119000 360
816345 9.85 Fixed Rate 315.37 6/24/14 Condominium Not Owner 37000 180
occupied
816355 9.45 Fixed Rate 439.53 1/25/14 Single Family Not Owner 70000 180
occupied
I-A-6
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
816362 ANDERSON 64 W BURNS AVE AKRON 44310 OH 1 84.74126957 97408.5
816371 OZMUN 4224 SUNDOWN RD MORGANTON 28655 NC 1 78.46447561 64177.28
816376 ALLEN 12522 N 86TH ST PEORIA 85381 AZ 2 84.96401914 17606.96
816377 SAWYER 489 W MAIN ST WABASH 46992 IN 1 83.4126625 66560.87
816378 BRANAUGH 1646 COLUMBUS DUNN DR BATON ROUGE 70802 LA 1 56.28577143 19596.03
816381 HUGGINS 277 COUNTY RD 209 BURNSVILLE 38833 MS 1 58.90277311 35047.15
816383 GRIFFIN 118 E 160TH ST GALLIANO 70354 LA 1 63.7811194 42627.15
816385 YOUNG 17337 PENNINGTON DETROIT 48221 MI 1 84.77479508 103343.52
816396 WHITE 1331 THELBERT DR FAYETTEVILLE 28301 NC 1 69.39325424 20447.81
816398 FORREST 4985 BUFFALO MOUNTAIN RD WILLIS 24380 VA 1 84.71025316 66921.1
816416 GAYDEN 16110 ROSSINI DETROIT 48205 MI 1 72.37956522 49896.78
816421 RIVERA 2013 CEDAR ST PUEBLO 81004 CO 1 74.72433333 51531.77
816453 DEVOTO 2711 LEMP SAINT LOUIS 63118 MO 1 73.29553097 58560.82
816469 DIAZ 8557 WINDY CIRCLE BOYNTON BEACH 33437 FL 1 88.65773856 135594.09
816486 MALLORY 1186 ELLSWORTH AVE COLUMBUS 43206 OH 1 84.76243451 54988.01
816490 CARY 3304 TAVERN RD PETERSBURG 23805 VA 1 89.51184783 82317.81
816509 GOUDEAUX 10309 GRANT ST CLINTON 70722 LA 1 79.48753125 50872.02
816520 THOMPSON 121 LYNN DR WELLFORD 29385 SC 1 79.09986885 48024.21
816523 VINSON 4750 S DUDLEY ST #16 LITTLETON 80123 CO 1 70.01328571 78357.66
816539 CORRAL 9720 S KILBOURN OAK LAWN 60453 IL 2 87.37150204 31990.21
816542 BORAH 230 CLIFF FALLS CT COLORADO SPRINGS 80919 CO 2 88.95588306 61370.85
816549 NICHOLS 4101 CATILLE DR GULFPORT 39501 MS 1 39.88644444 14277.18
816553 JULIEN 390 CHEYENNE TRL HOWELL 48843 MI 1 84.66591071 94777.45
816565 PRICE 12894 BLOOM DETROIT 48212 MI 1 79.72913333 35862.28
816569 DUPLANTIS 4394 GRAND CAILLOU RD HOUMA 70363 LA 1 88.59446 44193.11
816570 BICKFORD 24552 HAWKS CIR EVERGREEN 80439 CO 2 89.96149067 56704.59
816572 TATUM 15076 SUSSEX ST DETROIT 48227 MI 1 69.44695714 48589.01
816580 JOHNSON 503 THELMA DR SUNSET 70584 LA 1 12.95972917 12380.65
816582 LAURA 23814 WELLINGTON ST WARREN 48089 MI 1 66.5863253 55246.11
816602 ISENBERG 430 E AVE C HUTCHINSON 67501 KS 1 88.91216 22133.65
816606 PETCHAK 103 GLENDALE LN HAUGHTON 71037 LA 1 79.68954545 122659.94
816611 BELL 4107 COLLEEN ST MOSS POINT 39563 MS 2 99.65834328 16736.98
816616 TURNER 405 MOUNTAIN AVE SW ROANOKE 24016 VA 1 79.0134 27654.69
816619 LATIOLAIS 311 N ROBERTSON ST DELCAMBRE 70528 LA 1 84.77393333 50817.61
816623 FAULKNER 12718 SUSSEX AVE DETROIT 48227 MI 1 67.86208824 22952.53
816624 MCGINNIS 3721 CABILDO PL OCEAN SPRINGS 39564 MS 2 99.41307182 30737.66
816626 STEWART 608 CYPRESS DR D'IBERVILLE 39532 MS 1 84.02118462 54582.52
816628 ELY 26100 IVY EMERSON RD LUCEDALE 39452 MS 1 67.94988571 94969.13
816633 WATERS SHAW 9590 WALLACE LAKE RD SHREVEPORT 71106 LA 1 78.84505 15734.1
816639 HEARD 92 WARREN ST NE ATLANTA 30317 GA 1 54.76065517 63488.81
816640 PHILLIPS 3403 W 58TH STREET CLEVELAND 44102 OH 1 63.29680952 39860.98
816642 WOLF\ 839 N MENARD AVE CHICAGO 60651 IL 1 79.27064626 116473.21
SANGSTER
816651 MOORE 330 COTTON AVE EUNICE 70535 LA 1 79.82175 47861.14
816656 NICKELS 15076 ROSEWOOD ST GULFPORT 39503 MS 2 89.76317308 15128.43
816675 BREWER 1312 KENTUCKY STREET MICHIGAN CITY 46360 IN 1 89.69440503 78365.22
816679 BOYNTON 16924 WARD RD DETROIT 48235 MI 1 78.60845 47165.07
816681 MILLER 301 RABBITT DRIVE HILLSBOROUGH 27278 NC 1 74.76188636 98644.82
816683 FISHER 7421 S DANTE AVE CHICAGO 60619 IL 1 74.71791667 71694.09
816684 DORE 1063 LASALLE STREET BILOXI 39530 MS 1 78.99651765 67012.42
I-A-7
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
816362 10.2 Fixed Rate 872.31 2/1/29 Single Family Owner occupied 115000 360
816371 10.39 Fixed Rate 720.67 1/1/14 Single Family Owner occupied 82000 180
816376 10.75 Fixed Rate 251 1/1/09 Single Family Owner occupied 104500 120
816377 10.39 Fixed Rate 747.04 1/1/14 Single Family Owner occupied 80000 180
816378 10.55 Fixed Rate 277.19 1/1/09 Single Family Owner occupied 35000 120
816381 9.8 Fixed Rate 338.83 12/21/18 Single Family Owner occupied 59500 240
816383 10.65 Fixed Rate 485.46 1/1/14 Single Family Owner occupied 67000 180
816385 10.85 Fixed Rate 975.82 1/27/29 Single Family Owner occupied 122000 360
816396 11.8 Fixed Rate 224.5 1/1/19 Single Family Not Owner 29500 240
occupied
816398 10.89 Fixed Rate 633.91 1/1/14 Single Family Owner occupied 84400 180
816416 12 Fixed Rate 514.31 3/8/14 Single Family Owner occupied 69000 180
816421 9.3 Fixed Rate 427.61 2/3/14 Single Family Owner occupied 69000 180
816453 8.75 Fixed Rate 463.37 1/26/14 Single Family Owner occupied 80500 180
816469 10.95 Fixed Rate 1290.02 2/2/29 Single Family Owner occupied 153000 360
816486 10.6 Fixed Rate 508.74 2/4/29 Single Family Owner occupied 65000 360
816490 10.75 Fixed Rate 770.82 2/22/14 Single Family Owner occupied 92000 180
816509 10.45 Fixed Rate 466.43 2/1/29 Single Family Owner occupied 64000 360
816520 10.95 Fixed Rate 553.13 3/1/14 Single Family Owner occupied 61000 180
816523 8.35 Fixed Rate 602.86 2/18/14 Condominium Owner occupied 112000 180
816539 13.05 Fixed Rate 418.62 2/1/14 Single Family Owner occupied 245000 180
816542 12.55 Fixed Rate 658.75 2/1/14 Single Family Owner occupied 248000 180
816549 9.1 Fixed Rate 190.83 1/1/09 Single Family Owner occupied 36000 120
816553 9.65 Fixed Rate 810.93 1/1/14 Manufactured Owner occupied 112000 180
816565 10.35 Fixed Rate 325.28 1/1/29 Single Family Owner occupied 45000 360
816569 11.15 Fixed Rate 515.72 2/1/14 Single Family Owner occupied 50000 180
816570 13.55 Fixed Rate 652.83 2/2/29 Single Family Owner occupied 375000 360
816572 10.25 Fixed Rate 439.09 1/1/14 Single Family Not Owner 70000 180
occupied
816580 11.75 Fixed Rate 182.51 2/1/09 Single Family Owner occupied 96000 120
816582 11.35 Fixed Rate 543.27 1/1/29 Single Family Owner occupied 83000 360
816602 12.2 Fixed Rate 272.94 2/18/14 Single Family Owner occupied 25000 180
816606 9.7 Fixed Rate 1053.96 1/4/14 Single Family Owner occupied 154000 180
816611 12.75 Fixed Rate 212.3 1/19/14 Single Family Owner occupied 67000 180
816616 9.95 Fixed Rate 269.28 1/1/19 Single Family Owner occupied 53000 240
816619 10.09 Fixed Rate 450.96 2/1/29 Single Family Owner occupied 60000 360
816623 10.74 Fixed Rate 327.08 1/1/09 Single Family Owner occupied 34000 120
816624 13.99 Fixed Rate 493.56 2/1/09 Single Family Owner occupied 181000 120
816626 10.39 Fixed Rate 547.53 1/1/19 Single Family Owner occupied 65000 240
816628 8.6 Fixed Rate 842.47 1/2/19 Single Family Owner occupied 128500 240
816633 11.8 Fixed Rate 189.97 2/1/14 Single Family Owner occupied 20000 180
816639 9.44 Fixed Rate 533.26 2/1/14 Single Family Owner occupied 116000 180
816640 10.8 Fixed Rate 374.9 1/1/14 Single Family Owner occupied 63000 180
816642 10.1 Fixed Rate 1035.42 2/1/29 Single Family Owner occupied 147000 360
816651 11.65 Fixed Rate 480.84 1/1/29 Single Family Owner occupied 60000 360
816656 12.39 Fixed Rate 188.8 1/1/14 Single Family Owner occupied 104000 180
816675 11.5 Fixed Rate 778.96 2/2/14 Single Family Owner occupied 87400 180
816679 11.69 Fixed Rate 566.54 1/1/14 Single Family Owner occupied 60000 180
816681 10.65 Fixed Rate 916.71 1/1/14 Single Family Owner occupied 132000 180
816683 9.85 Fixed Rate 623.89 1/1/29 Single Family Owner occupied 96000 360
816684 10.39 Fixed Rate 716 1/1/19 Single Family Owner occupied 85000 240
I-A-7
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
816685 ANDERSO 335 N 23RD ST BATON ROUGE 70802 LA 1 88.5937907 38005.71
RUSHING
816686 GIBSON 2105 E LIVE OAK ST PASCAGOULA 39567 MS 1 84.70593617 39811.79
816688 PHILLIPS 157 GRAY LN MADISON 39110 MS 1 84.7147625 67742.16
816689 DERRY 1170 TICK RIDGE RD WAYNESBURG 40489- KY 1 78.82489524 41383.07
816697 WRIGHT 97 SHORT ST HUSTONVILLE 40437 KY 1 69.1099 20567.57
816700 BENTON 7018 GREATHOUSE ROAD LAKE CHARLES 70607 LA 1 39.98603 39969.91
816706 QUIGLEY 2486 SCHON DR CINCINNATI 45231 OH 1 69.81479452 50948.51
816708 MEADORS ROUTE 1 BOX 405 WHITLEY CITY 42653 KY 1 89.74304651 38573.17
816745 WINGERTER 2813 BUXTON GRANITE CITY 62040 IL 1 78.41406061 25855.16
816758 GARCIA 3881 E 9TH LN HIALEAH 33013 FL 1 82.772456 103384.57
816776 LEAVY 3850 VIRGINIA ST GARY 46409 IN 1 79.7996383 37493.53
816777 MACK 1350 C STREET NE WASHINGTON 20002 DC 1 82.8948254 52199.37
816781 COX 411 WESTOVER PKWY LOCUST GROVE 22508 VA 1 84.75147985 115585.02
816784 HAGGER 7120 ZELYNNE ST MANSURA 71350 LA 1 83.36469565 19125.12
816801 TAYLOR 27420 TELSTAR CHESTERFIELD 48051 MI 1 79.74057386 140276.01
816809 ORTIZ 11009 PARKSIDE DR SHREVEPORT 71105 LA 1 84.73525301 70301.68
816822 AJIBOGUN 7023 /7025 MABLETON PKWY MABLETON 30126- GA 1 83.8121 125718.15
816823 CARON 1110 CARAGH ST ROSEVILLE 95747 CA 2 78.37653045 21677.89
816828 PEACOCK 225 ELMWOOD DR CULPEPPER 22701 VA 1 73.8312284 119555.46
816846 LEVEQUE JR 2309 BERTRAND ST SOUTH BEND 46628 IN 1 68.8922 27491.23
816871 PEARL 3756 EVANGELINE ST BATON ROUGE 70805 LA 1 69.86580328 42567.25
816875 ELLIS 9566 WARWICK DETROIT 48228 MI 1 74.7997375 59812.73
816885 HANDLEY 10412 SYCAMORE KANSAS CITY 64134 MO 1 88.73978462 57540.08
816892 JACKSON 4510 WESTFIELD ROAD FAYETTEVILLE 28314 NC 1 88.38456115 61281.07
816897 MALLARD 1609 W 25TH ST JACKSONVILLE 32209 FL 1 79.77144444 35881.94
816971 RICHARD 112 N LEWIS ST PICAYUNE 39466 MS 1 88.47595 35300.29
CARTER
816973 MCCAHAN 5640 PATRICIA AVE NW NORTH CANTON 44720 OH 1 89.78122581 139110.62
816987 WILLIAMS 9137 KNIGHT AVE DES PLAINES 60016 IL 2 86.5363381 27352.02
817005 MCNEIL 578 N ILLINOIS KANKAKEE 60901 IL 1 82.83907692 53818.9
817006 SHELL 960 W 69TH PL MERRILLVILLE 46410 IN 1 89.8037931 80707.42
817008 WHYTE 14481 LINCOLN AVENUE DOLTON 60419 IL 1 84.68794444 76188.13
817013 MCNEIL 746 E LOCUST KANKAKEE 60901 IL 1 79.73232 39846.41
817042 HICKS 8292 FROST AVE SAINT LOUIS 63136 MO 1 89.7558125 43065.44
817089 STEINBERGER 5950 GUNSHOT PASS DR COLORADO SPRINGS 80917 CO 1 89.69884722 64551.18
817118 STUEVER 42 LAKEVIEW DR DITTMER 63023 MO 1 83.45994737 31634.27
817127 HANLEY 1088 HOOVER CIR NOKOMIS 34275 FL 2 62.03349778 59018.55
817144 MANNING 2498 FAWN VIEW DR SEVIERVILLE 37862 TN 1 64.84581915 60905.26
817174 CREWS 7918 INDIA AVENUE JACKSONVILLE 322117712 FL 1 79.75532075 42232.38
817182 TAYLOR 1701 CUNNINGHAM RD MARIETTA 30060 GA 1 79.86975 35118.99
817206 ADKINS 105 FOXRIDGE RUN LEXINGTON 29072 SC 1 79.82439184 97641.32
817227 CALINAO 231 PLYMOUTH RD WEST PALM BEACH 33405 FL 1 56.88768387 87719.71
817241 STEED 12660 MUSCOVY DR JACKSONVILLE 32223 FL 2 89.44523034 58119.63
817278 OLDFIELD 3408 CRIMSON KING CT LEXINGTON 40517 KY 2 86.05190625 40445.28
817284 LONGMAN 13318 S 3400 WEST RIVERTON 84065 UT 2 74.020796 31985.29
817306 WILSON 19714 RIVERVIEW DETROIT 48219 MI 1 74.68448864 65683.03
817353 PIPKINS 120 HILL STREET HIGHLAND PARK 48203 MI 1 68.92752381 28879.78
817370 CHAVEZ 1281 WORLEY DR DENVER 80221 CO 1 79.95154135 106205.27
817379 HARDY 528 NORTH ST LEIPSIC 45856 OH 1 74.77908065 46286.07
I-A-8
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C>
816685 11.14 <C> Fixed Rate 443.27 2/1/14 Single Family Owner occupied 43000 180
816686 10.34 Fixed Rate 360.67 1/20/29 Single Family Owner occupied 47000 360
816688 10.39 Fixed Rate 616.44 1/1/14 Single Family Owner occupied 80000 180
816689 11.85 Fixed Rate 500.02 3/4/14 Single Family Owner occupied 52500 180
816697 9.6 Fixed Rate 220.56 2/9/14 Single Family Owner occupied 30000 180
816700 10.75 Fixed Rate 374.33 2/2/14 Single Family Owner occupied 100000 180
816706 11.9 Fixed Rate 521.69 2/1/29 Single Family Owner occupied 73000 360
816708 10.5 Fixed Rate 354 2/3/14 Single Family Owner occupied 43000 180
816745 11.75 Fixed Rate 312.61 3/25/14 Single Family Owner occupied 33000 180
816758 10.85 Fixed Rate 975.82 2/10/14 Single Family Owner occupied 125000 180
816776 11.75 Fixed Rate 379.54 1/1/29 Single Family Owner occupied 47000 360
816777 10.25 Fixed Rate 470.45 1/1/29 Single Family Owner occupied 63000 360
816781 10.39 Fixed Rate 1051.8 1/1/14 Single Family Owner occupied 136500 180
816784 10.39 Fixed Rate 214.77 1/1/14 Single Family Owner occupied 23000 180
816801 9.9 Fixed Rate 1225.23 2/3/14 Single Family Owner occupied 176000 180
816809 10.74 Fixed Rate 658.04 1/1/29 Single Family Owner occupied 83000 360
816822 10.9 Fixed Rate 1190.42 3/22/14 Single Family Owner occupied 150000 180
816823 11.85 Fixed Rate 261.92 3/8/14 Single Family Owner occupied 254500 180
816828 10.5 Fixed Rate 1097.69 1/1/14 Single Family Owner occupied 162000 180
816846 11 Fixed Rate 318.25 2/5/14 Single Family Not Owner 40000 180
occupied
816871 10.75 Fixed Rate 398.6 2/16/14 Single Family Owner occupied 61000 180
816875 10.15 Fixed Rate 533.21 3/1/29 Single Family Owner occupied 80000 360
816885 10.6 Fixed Rate 650.29 3/5/14 Single Family Owner occupied 65000 180
816892 11.14 Fixed Rate 716.45 1/1/14 Single Family Owner occupied 69500 180
816897 10.5 Fixed Rate 329.31 2/16/14 Single Family Not Owner 45000 180
occupied
816971 10.25 Fixed Rate 392.38 2/10/14 Single Family Owner occupied 40000 180
816973 11.25 Fixed Rate 1354.91 2/18/14 Single Family Owner occupied 155000 180
816987 13.8 Fixed Rate 365.72 2/23/14 Single Family Owner occupied 420000 180
817005 9.74 Fixed Rate 463.55 3/3/14 Single Family Owner occupied 65000 180
817006 11.75 Fixed Rate 816.71 2/10/14 Single Family Owner occupied 97000 180
817008 10.8 Fixed Rate 716.99 3/15/14 Single Family Owner occupied 90000 180
817013 9.75 Fixed Rate 343.66 2/26/14 Multiple Family Not Owner 50000 180
occupied
817042 10.74 Fixed Rate 402.94 2/8/29 Single Family Owner occupied 49000 360
817089 9.75 Fixed Rate 556.73 2/16/14 Single Family Owner occupied 72000 180
817118 10.35 Fixed Rate 354.05 2/17/14 Single Family Owner occupied 39000 180
817127 12.15 Fixed Rate 725.9 2/18/14 Single Family Owner occupied 225000 180
817144 10.65 Fixed Rate 565.77 2/17/14 Single Family Owner occupied 94000 180
817174 10.25 Fixed Rate 379.95 2/5/14 Single Family Owner occupied 53000 180
817182 11.5 Fixed Rate 348.58 3/30/14 Single Family Not Owner 44000 180
occupied
817206 9.75 Fixed Rate 841.97 3/11/14 Single Family Owner occupied 124000 180
817227 9.99 Fixed Rate 961.22 2/22/14 Single Family Owner occupied 155000 180
817241 13.8 Fixed Rate 680.39 3/8/14 Single Family Owner occupied 178000 180
817278 12.7 Fixed Rate 510.68 3/3/14 Single Family Owner occupied 160000 180
817284 12.5 Fixed Rate 400.57 2/24/14 Single Family Owner occupied 250000 180
817306 8.84 Fixed Rate 523.47 2/18/29 Single Family Owner occupied 88000 360
817353 10.75 Fixed Rate 329.56 3/30/14 Single Family Owner occupied 42000 180
817370 8.5 Fixed Rate 818.12 7/30/14 Single Family Owner occupied 133000 180
817379 9.19 Fixed Rate 380.52 2/16/14 Single Family Owner occupied 62000 180
I-A-8
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
817433 BATTLE 239 NW 4TH AVENUE DELRAY BEACH 33444 FL 1 89.79207692 58341.61
817438 BRIDGES JR 5104 HAWTHORNE LN SHELBY 28152 NC 1 79.85218667 59855.95
817505 TELLEFSON 139 W RIVER ST ROCKTON 61072- IL 1 79.81782105 75826.93
817508 LEIGH 2359 EDENBURGH DR COLUMBUS 43219 OH 1 89.79212821 70009.98
817559 FOSTER 5969 TARA LN SAINT LOUIS 63147 MO 1 78.895 29120.85
FOSTER
817563 LAWSON 8622 OXFORD LN SAINT LOUIS 63147 MO 1 84.86304516 65724.96
817596 MADRY 942 W 21ST AVE GARY 46404 IN 1 89.79008824 30516.94
817615 SNOW 4349 S 4800 W WEST VALLEY CITY 84120 UT 2 84.77847244 24404
817622 BROADDUS 3392 PEARL ST WARREN 48091 MI 2 94.93162185 22360.96
817678 STOTMORE 5570 CANDLE BERRY LN YORBA LINDA 92887 CA 2 89.58580561 146246.71
817685 EWAN 2305 W 170TH HAZEL CREST 60429 IL 1 25.22492308 19619.93
817696 LEEHY 110 SE WINBURN TRAIL LEES SUMMIT 64063 MO 1 78.13195833 93716.86
817703 ENEQUIST 2530 COPPER BASIN RD PRESCOTT 86303- AZ 2 89.97714831 35346.07
817715 FAULKNER 563 N 1ST STREET WOOD RIVER 62095 IL 1 78.84265503 20184.62
817716 ADAMS 308 WHITE PINE DR HENDERSONVILLE 28739 NC 1 84.66796667 50778.56
817770 FAKUNLE 1639 N CAROLINE ST BALTIMORE 21213 MD 1 70.83594 35403.87
817789 FINN 2565 S CLAY ST DENVER 80219 CO 1 85.90471545 105556.4
817805 OLSON 622 N FRANKLIN AVE LOVELAND 80537 CO 2 89.61615238 29592.96
817834 ZUBIRIA 3305 W 3650 SOUTH WEST VALLEY CITY 84119 UT 1 79.72447581 98799.93
817876 F MUHLERT 1813 PORT RENWICK CHULA VISTA 91913 CA 2 79.6469 45225.44
817895 MCKINNEY 2658 FOX AVE FORT WAYNE 46807 IN 1 84.85212903 26292.97
817907 JONES 1232 E 46TH ST CHICAGO 60653 IL 1 69.74048421 198634.04
817914 PAUL 17861 BAKER COUNTRY CLUB HILLS 60478 IL 1 79.77381651 86911.19
817926 WORTHY 2718 ORLEANS ST BALTIMORE 21224 MD 1 74.05445714 25795.43
817930 WORTHY 2546 OSWEGO AVE BALTIMORE 21215 MD 1 74.148375 29518.74
817931 WORTHY 2806 FOX ST BALTIMORE 21211 MD 1 74.49367647 25150.99
817952 KISSNER 30 GREENDALE DR SAINT LOUIS 63121 MO 1 58.9732875 47042.24
817966 WEATHERS 435 50TH AVE BELLWOOD 60104 IL 2 99.75349081 22529.62
817972 PORTER 10612 BRIXWORTH CT DAMASCUS 20872 MD 2 99.79560479 32988.33
817980 MARLATT 3011 VINE ST DENVER 80205 CO 1 79.69483516 144949.77
817991 SIMON 20100 DEQUINDRE DETROIT 48234 MI 1 79.85666667 38308.9
818007 MANGICAPRA 1545 LAKEVIEW CIR POMPANO BEACH 33071 FL 1 78.78964479 101763.88
818011 SPENCER 1120 BEAR PEN RD CAMPTON 41301 KY 1 87.99355981 91855.94
818014 RICKS 3355 STILESBORO RD KENNESAW 30152 GA 2 84.55304615 29603.47
818038 DILL 3061 OLD HIGHWAY A. FESTUS 63028 MO 1 33.60043182 29494.27
818059 ONUOHA 2247 SOUTH WACO COURT AURORA 80013 CO 2 99.96467232 35326.69
818075 MOFFITT 1910 BEECH ST LOUISVILLE 40210 KY 1 78.89492727 43287.71
818078 OLLER 2315 CREEKSIDE LANE CRESTWOOD 40014 KY 1 84.86453704 45796.59
818133 HELTSLEY 6180 ZARING MILL RD SHELBYVILLE 40065 KY 1 84.80365714 89043.84
818142 LIRETTE 209 SW 8TH STREET CAPE CORAL 33991 FL 2 89.89110811 43823.23
818143 SNAPP 3004 MORELAND AVE BALTIMORE 21234 MD 1 79.88592 139664.56
818149 CIMINELLO 2775 ALDER VISTA DR COLUMBUS 43231 OH 1 51.86344615 67392.01
818151 GOLDEN 850 AMHERST RD LIMA 458069754 OH 1 79.79873333 23930.02
818180 DEAVER 7418 WOLLAM AVE REYNOLDSBURG 43068 OH 1 84.83519753 68663.13
818182 SANDERS 1213 14TH AVE GREELEY 80631 CO 2 89.64589437 20797.17
818183 ROMERA 2666 JEWEL ST EAST POINT 30344 GA 1 79.69768116 54991.4
I-A-9
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
817433 10.75 Fixed Rate 546.09 3/17/14 Single Family Owner occupied 70000 180
817438 12.5 Fixed Rate 640.35 1/1/14 Single Family Owner occupied 75000 180
817505 11.55 Fixed Rate 755.52 2/22/14 Single Family Owner occupied 95000 180
817508 10.75 Fixed Rate 655.3 3/1/14 Single Family Owner occupied 78000 180
817559 10.75 Fixed Rate 331.8 3/5/14 Single Family Not Owner 54500 180
occupied
817563 11.55 Fixed Rate 654.87 3/23/14 Single Family Owner occupied 77500 180
817596 10.95 Fixed Rate 290.26 3/5/14 Single Family Owner occupied 34000 180
817615 12.85 Fixed Rate 310.51 3/2/14 Single Family Owner occupied 127000 180
817622 11.99 Fixed Rate 271.57 4/5/14 Single Family Owner occupied 119000 180
817678 12.8 Fixed Rate 1597.71 3/9/14 Single Family Owner occupied 535000 180
817685 8.95 Fixed Rate 202.26 3/8/14 Single Family Owner occupied 78000 180
817696 10.25 Fixed Rate 842.34 3/8/29 Single Family Owner occupied 120000 360
817703 12.65 Fixed Rate 381.93 3/3/14 Single Family Owner occupied 236000 180
817715 12 Fixed Rate 246.33 2/19/14 Single Family Not Owner 26000 180
occupied
817716 10.45 Fixed Rate 464.61 3/22/29 Single Family Owner occupied 60000 360
817770 10.75 Fixed Rate 331.39 3/4/14 Single Family Not Owner 54000 180
occupied
817789 11.5 Fixed Rate 1047.73 3/5/29 Single Family Owner occupied 123000 360
817805 12.8 Fixed Rate 375.57 3/10/14 Single Family Owner occupied 105000 180
817834 8.85 Fixed Rate 787.5 3/10/14 Single Family Owner occupied 124000 180
817876 11.8 Fixed Rate 543.8 4/5/14 Single Family Owner occupied 240000 180
817895 10.35 Fixed Rate 238.08 5/5/14 Single Family Owner occupied 31000 180
817907 8.49 Fixed Rate 1532.57 3/17/29 Single Family Not Owner 285000 360
occupied
817914 9.8 Fixed Rate 752.39 3/12/14 Single Family Not Owner 109000 180
occupied
817926 10.85 Fixed Rate 295.89 3/9/14 Single Family Not Owner 35000 180
occupied
817930 10.85 Fixed Rate 338.16 3/9/14 Single Family Not Owner 40000 180
occupied
817931 10.85 Fixed Rate 287.43 4/15/14 Single Family Not Owner 34000 180
occupied
817952 8.69 Fixed Rate 478.04 3/23/14 Single Family Owner occupied 80000 180
817966 11.99 Fixed Rate 274.21 3/3/14 Single Family Owner occupied 114300 180
817972 11.99 Fixed Rate 400.64 4/5/14 Single Family Owner occupied 167000 180
817980 8.35 Fixed Rate 1104.1 3/15/29 Single Family Owner occupied 182000 360
817991 12.25 Fixed Rate 402.39 3/5/14 Single Family Owner occupied 48000 180
818007 9.74 Fixed Rate 1096.87 3/29/14 Single Family Owner occupied 129500 180
818011 9.65 Fixed Rate 787.93 3/29/14 Single Family Owner occupied 104500 180
818014 12.95 Fixed Rate 378.59 3/8/14 Single Family Owner occupied 130000 180
818038 10.3 Fixed Rate 327.91 3/16/14 Single Family Owner occupied 88000 180
818059 11.99 Fixed Rate 363.86 3/18/14 Single Family Owner occupied 177000 180
818075 10.75 Fixed Rate 493.22 3/3/14 Single Family Owner occupied 55000 180
818078 11.6 Fixed Rate 458.05 3/12/29 Single Family Owner occupied 54000 360
818133 10.75 Fixed Rate 833.13 4/5/14 Single Family Owner occupied 105000 180
818142 12.75 Fixed Rate 477.06 3/15/29 Single Family Owner occupied 185000 360
818143 9.7 Fixed Rate 1197.68 5/18/29 Single Family Owner occupied 175000 360
818149 10.15 Fixed Rate 600.75 3/22/14 Single Family Owner occupied 130000 180
818151 10.5 Fixed Rate 219.54 3/15/14 Single Family Not Owner 30000 180
occupied
818180 10.85 Fixed Rate 647.88 3/5/14 Single Family Owner occupied 81000 180
818182 12.8 Fixed Rate 266.7 3/22/14 Single Family Owner occupied 142000 180
818183 9.75 Fixed Rate 474.25 3/9/14 Single Family Owner occupied 69000 180
I-A-9
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
818216 DANIEL 2499 NARROW LAKE ROAD CHARLOTTE 48813 MI 1 71.380616 89181.35
818221 SPRUELL 521 WALNUT RIDGE DR CEDAR HILL 63016 MO 1 78.70718571 54802.66
818231 BUTTERFIELD 321 W MAIN ST CARDINGTON 43315 OH 1 84.79417347 83015.32
818253 CALHOUN 1463 OLD HWY 90 LOOP ROAD BRONSTON 42518 KY 1 74.82220313 47839.39
818264 BURNS 1836 S MAYWOOD AVE INDEPENDENCE 64052 MO 1 73.78829596 32817.13
818282 TEISLER 17 W SILVERWOOD DR PHOENIX 85045 AZ 2 89.87455333 29558.76
818292 PLATT 215 DIXON ST MULLINS 29574 SC 1 79.9375 57532.2
818296 MEDINA 1323 MARCH ST KALAMAZOO 49001 MI 1 74.87026 37409.8
818329 ASHCROFT 504 KINGSTON RD DEFORD 48729 MI 1 58.13404412 39426.18
818342 LEWIS 2440 -42 W STATE ST MILWAUKEE 53233 WI 1 78.45235431 33577.68
818380 BRUNER 128 ROBERT RD NICHOLASVILLE 40356 KY 1 79.75919 79717.94
818410 HEINEN 6123 BROWNS PKWY LOVES PARK 61111 IL 1 84.8569125 67838.22
818413 JACKSON\ 12624-26 EDMONTON AVE CLEVELAND 44108 OH 1 74.87120833 35925.71
CURRY
818433 COOPER 198 PEGUES RD HOLLY SPRINGS 38635 MS 1 72.07565455 39364.14
818443 LAWRENCE 9417 W ARIZONA AVE LAKEWOOD 80232 CO 2 84.69831333 39717.78
818482 MILES 6066 S GORDON RD AUSTELL 30168 GA 1 84.77917647 43218.05
818486 SAYED EL 13133 S MORROW CIR DEARBORN 48126 MI 2 99.85314194 30738.72
818521 HERRELL 832 MONTCLAIR ST MADISON 47250 IN 1 55.51990141 39323.08
818525 WASHINGTON 134 NE 1281 KNOB NOSTER 65336 MO 2 76.75398824 19690.94
818528 JONES 6030 WESTWOOD DETROIT 48228 MI 1 72.03274286 50363.27
818561 CAMPBELL 236 MURPHY LN NICHOLASVILLE 40356 KY 1 79.73562353 67741.72
818571 BLAKE 3430 WOODWORTH HAZELCREST 60429 IL 2 95.29441667 18108.03
818579 KING 7752 S GLENCOE CT LITTLETON 80122 CO 2 81.49442353 67792.09
818608 PIERCE 214 WASHINGTON STREET CLARKSBURG 26301 WV 1 74.46961798 66239.97
818642 SPENCER 3751 ROCKSIDE RD SEVEN HILLS 44131 OH 1 62.40571875 99818.08
818651 WYNNE 2203 KINGSWOOD LN BRANDON 33511 FL 2 99.79561157 23901.74
818674 BEVIL 4848 S PRAIRIE AVE STE 2S CHICAGO 60615 IL 1 73.49544667 110186.77
818676 KWIATEK 1024 ORLAND RD BRONSON 49028 MI 1 56.60353061 27603.66
818696 THYER 17212 SHETLAND DR TINLEY PARK 60477 IL 1 83.85980603 194372.24
818756 BUXTON 510 W MAIN ST FESTUS 63028 MO 1 79.53516216 29428.01
818761 REICHART 1901 N BALLENGER HWY FLINT 48504 MI 1 89.81807692 34999.79
818763 HALL 3518 GRAND AVE LOUISVILLE 40211 KY 1 83.42136364 45861.45
818771 GARLOUGH 100 KATSURA CIR MILLIKEN 80543 CO 2 99.79421906 28354.22
GARLOU
818776 OLSON 1429 E WINDSOR AVE PHOENIX 85006 AZ 2 83.21443678 21834.11
818779 JOHNSON 3301 E 130TH ST CLEVELAND 44128 OH 1 79.88956897 46309.4
818802 BASIL 201 GAY ST GLASGOW 42141 KY 1 79.09987692 51294.68
818861 MACHINIAK 7256 WESTMINSTER WARREN 48091 MI 1 89.8612 35921.5
818870 HAWKINS 50779 HEATHER LN ELKHART 46514 IN 2 84.66927049 25670.87
818880 CHANDLER 1200 REGEHR AVE CHARLOTTE 28214 NC 1 50.18842718 51631.2
818891 MENGEL 3948 GREENMONT DR SOUTH BEND 46628 IN 1 89.84517647 45804.8
818927 GOODMAN 4617 WOLFSPRING DR LOUISVILLE 40241 KY 1 79.72745355 145697.06
818930 GOODMAN 4617 WOLFSPRING DR LOUISVILLE 40241 KY 2 99.8139235 36118.06
818932 MAUPIN 69 N ROSELAWN PONTIAC 48342 MI 1 79.81524444 35902.57
818943 KIZER 900 E KIBBY LIMA 45804 OH 1 89.82753333 40390.36
818979 FELLOWS 1416 STANLEY AVE MORGANFIELD 42437 KY 1 79.86008889 35913.88
818990 SOLANO 3441 S UTICA ST DENVER 80236 CO 1 89.78884211 136346.96
I-A-10
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
818216 9.7 Fixed Rate 765.66 3/16/14 Single Family Owner occupied 125000 180
818221 9.75 Fixed Rate 593.24 3/24/14 Manufactured Owner occupied 70000 180
818231 9.65 Fixed Rate 709.57 3/23/14 Single Family Owner occupied 98000 180
818253 9.75 Fixed Rate 412.39 3/29/14 Single Family Owner occupied 64000 180
818264 9 Fixed Rate 339.27 3/15/14 Single Family Not Owner 44600 180
occupied
818282 11.8 Fixed Rate 356.2 3/26/14 Single Family Owner occupied 300000 180
818292 10.6 Fixed Rate 531.2 7/12/29 Single Family Owner occupied 72000 360
818296 11.5 Fixed Rate 371.36 3/24/29 Single Family Owner occupied 50000 360
818329 10.7 Fixed Rate 404.74 3/30/19 Single Family Not Owner 68000 240
occupied
818342 11.5 Fixed Rate 400.92 3/23/14 Single Family Not Owner 44000 180
occupied
818380 9.5 Fixed Rate 672.68 3/17/29 Single Family Owner occupied 102000 360
818410 11.35 Fixed Rate 665.63 3/17/14 Single Family Owner occupied 80000 180
818413 11.35 Fixed Rate 352.39 4/5/14 Multiple Family Not Owner 50000 180
occupied
818433 10.95 Fixed Rate 453.38 3/30/14 Single Family Owner occupied 55000 180
818443 12.25 Fixed Rate 447.43 3/29/19 Single Family Owner occupied 150000 240
818482 10.2 Fixed Rate 386.85 3/11/29 Single Family Owner occupied 66000 360
818486 11.99 Fixed Rate 341.12 3/16/19 Single Family Owner occupied 155000 240
818521 10.65 Fixed Rate 445.89 3/17/14 Single Family Owner occupied 71000 180
818525 13.2 Fixed Rate 281.25 4/5/14 Single Family Owner occupied 85000 180
818528 10.75 Fixed Rate 471.41 3/26/14 Single Family Owner occupied 70000 180
818561 9.75 Fixed Rate 584.23 3/15/14 Single Family Owner occupied 85000 180
818571 11.99 Fixed Rate 219.92 4/13/14 Single Family Owner occupied 96000 180
818579 12.3 Fixed Rate 736.23 3/26/14 Single Family Owner occupied 510000 180
818608 9 Fixed Rate 535.07 3/19/14 Manufactured Owner occupied 89000 180
818642 11.85 Fixed Rate 1017.08 4/5/14 Single Family Owner occupied 160000 180
818651 11.99 Fixed Rate 290.28 4/7/14 Single Family Owner occupied 121000 180
818674 13 Fixed Rate 1222.35 3/30/29 Single Family Owner occupied 150000 360
818676 10.69 Fixed Rate 312.82 4/20/14 Single Family Owner occupied 49000 180
818696 9.95 Fixed Rate 1704.06 3/24/14 Single Family Owner occupied 232000 180
818756 9.7 Fixed Rate 253.22 3/15/14 Single Family Owner occupied 44000 180
818761 10.5 Fixed Rate 321.07 3/30/14 Single Family Not Owner 45000 180
occupied
818763 10.25 Fixed Rate 412.21 3/26/29 Single Family Owner occupied 55000 360
818771 11.99 Fixed Rate 345.1 3/23/14 Single Family Owner occupied 143852 180
818776 12.25 Fixed Rate 268.8 4/5/14 Single Family Owner occupied 87000 180
818779 12.25 Fixed Rate 486.22 3/19/29 Single Family Not Owner 63500 360
occupied
818802 10.95 Fixed Rate 589.4 4/12/14 Single Family Owner occupied 65000 180
818861 11.75 Fixed Rate 363.39 3/29/14 Single Family Owner occupied 42000 180
818870 12.25 Fixed Rate 316.24 4/6/14 Single Family Owner occupied 122000 180
818880 11 Fixed Rate 536.74 4/5/19 Single Family Owner occupied 103000 240
818891 11.25 Fixed Rate 445.81 4/12/14 Single Family Owner occupied 61000 180
818927 7.99 Fixed Rate 1073.21 3/29/14 Single Family Owner occupied 183000 180
818930 12.99 Fixed Rate 462.84 3/29/14 Single Family Owner occupied 183000 180
818932 10.75 Fixed Rate 336.05 3/19/29 Single Family Not Owner 45000 360
occupied
818943 10.75 Fixed Rate 378.06 3/29/14 Single Family Owner occupied 45000 180
818979 11.74 Fixed Rate 363.11 4/23/14 Single Family Not Owner 45000 180
occupied
818990 9.8 Fixed Rate 1180.35 3/30/29 Single Family Owner occupied 152000 360
I-A-10
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
819015 CORNS 707 BROADWAY WASHINGTON 43160 OH 1 79.1040053 23785.55
COURT HOUSE
819021 PATMAN 147 FLORENCE HARRIS RD COLUMBUS 39702 MS 1 89.45423171 73238.48
819041 HOLLIDAY 5525 13TH ST NW WASHINGTON 20011 DC 1 79.94205926 107882.14
819053 MILLS 644 ANDOVER VILLAGE PL LEXINGTON 40509 KY 2 99.75348182 43364.08
819055 JUAREZ 1217 E MADISON ST SOUTH BEND 46617 IN 1 64.57279167 30912.84
819060 HALL 203 FAIRMONT LOCKPORT 60441 IL 1 74.85592941 63602.39
819065 SCHRAER 201 W COLE ST SWAYZEE 46986 IN 1 89.75045455 59201.61
819068 ORGILL 1411 E 3990 S SALT LAKE CITY 84124 UT 2 89.17586532 27236.7
819084 COLE 10816 W 58TH ST SHAWNEE MISSION 66203 KS 1 79.75167059 67746.23
819090 CHAPMAN 5517 SABLE ST DENVER 80239 CO 1 79.64448511 93537.64
819094 COCKFIELD 1031 E 14TH ST JACKSONVILLE 32206 FL 1 89.90698 44905.66
819116 TURNER 236 PARIS RD, BOX 234 CYNTHIANA 41031 KY 1 74.84 47107.67
US HIGHWAY 27
819136 DAVIS 310 S VICTORY ST WAUKEGAN 60085 IL 1 60.82641111 54687.53
DAVIS\BLA
819149 CURINTON 2592 DONNAVILLE ST DULUTH 30136 GA 1 55.48352381 34943
819154 COOKSEY 12101 ST MARYS DETROIT 48227 MI 1 74.85325 26839.89
819157 BEAUCHAMP 7244 FULLERTON CT NEW PORT RICHEY 34655 FL 1 89.86121771 48689.29
819169 WILSON 1027 BELL RD WINDER 30680 GA 1 89.83620482 59628.89
819180 TURNER 1405 E 23RD ST JACKSONVILLE 32208 FL 1 84.97343137 43295.01
819205 PUGH 1720 LAKE AVE KANSAS CITY 66105 KS 1 79.82480435 36719.41
819209 SWIFT 12719 ROSEMARY DETROIT 48213 MI 1 74.85158491 39655.19
819217 DAVENPORT 1133 W MAIN ST PERU 46970 IN 1 78.89489362 37080.6
819310 ANCHONDO 7831 ZENOBIA CT WESTMINSTER 80030 CO 1 78.09337607 91250.59
819315 TULIANO 201 SUTTON PL LEXINGTON 40504 KY 1 71.26044872 55426.33
819354 ZAATAR 27634 S BRIDLE HILL DR FARMINGTON HILLS 48336 MI 2 74.45593585 51265.23
819357 BOLEY 3512 E UNIVERSITY AVE URBANA 61802 IL 1 89.882025 71881.46
819395 GWIN 8224 E BRENTWOOD DETROIT 48234 MI 1 79.77822642 42258.42
819406 ALBIN 20150 TEXAS ST LIVINGSTON 70754 LA 1 74.85473846 48636.19
819408 FOWLER 9794 ANDERS BLVD JACKSONVILLE 32246 FL 1 84.8318 50878.36
819433 LEONARD 452 DALE ST SOMONAUK 60552 IL 1 85.66067742 132716.35
819450 BABWAH 6831 KIMBERLY BLVD POMPANO BEACH 33068 FL 1 89.78981579 102314.86
819451 ODENEAL 335 S CHICAGO KANKAKEE 60901 IL 1 84.87576923 55127.76
819461 FARR 14025 SOUTHERN RD GRANDVIEW 64030 MO 1 79.75908772 45449.46
819474 PARRISH 2410 H AVE NEW CASTLE 47362 IN 1 89.19280952 37441.3
819476 CHASE 417 N 12TH ST NEW CASTLE 47362 IN 1 79.84502222 35915.94
819480 SAVAGE 921 S 16TH ST NEW CASTLE 47362 IN 1 79.87750909 43905.12
819516 MAUPIN 2236 DAVISTA HIGHLAND 483561616 MI 1 79.83825926 86189.46
TOWNSHIP
819521 MAUPIN 21194 KARL DETROIT 48219 MI 1 79.84278205 62252.78
819529 WALKER 4508 SYLVAN OAKS DR TROTWOOD 45426 OH 1 69.58626923 90409.39
819549 STEVENS 3528 S FELTON ST MARION 46953 IN 1 62.61180392 31897.24
819551 GOLDSTEIN 1995 NW 127TH TERR CORAL SPRINGS 33071 FL 2 69.89444118 45511.43
819553 BIRCH 11584 WOODS BAY LN INDIANAPOLIS 46236 IN 2 77.03862286 29646.87
819565 NASH 11018 CHELSEA DETROIT 48213 MI 1 79.90885185 43117.23
819576 JONES 235 S BARKER AVE EVANSVILLE 47712 IN 1 64.27233929 35788.04
819582 JOHNSON 33601 EDGEHILL DR FRANKLIN 23851 VA 1 79.33200542 29146.94
BANKS
I-A-11
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
819015 11 Fixed Rate 274.69 3/25/14 Single Family Not Owner 32500 180
occupied
819021 8.99 Fixed Rate 663.52 5/12/19 Single Family Owner occupied 82000 240
819041 10.95 Fixed Rate 1024.43 7/7/14 Single Family Owner occupied 135000 180
819053 11.99 Fixed Rate 527.79 3/26/14 Single Family Owner occupied 220000 180
819055 9.7 Fixed Rate 332.64 3/29/14 Single Family Not Owner 48000 180
occupied
819060 10.74 Fixed Rate 594.62 4/6/14 Single Family Not Owner 85000 180
occupied
819065 9 Fixed Rate 477.95 4/5/29 Single Family Owner occupied 66000 360
819068 12.25 Fixed Rate 285.97 3/29/14 Single Family Owner occupied 297000 180
819084 8.5 Fixed Rate 522.86 4/6/14 Single Family Owner occupied 85000 180
819090 9.85 Fixed Rate 812.78 4/14/14 Single Family Owner occupied 117500 180
819094 11.2 Fixed Rate 435.36 4/27/29 Single Family Owner occupied 50000 360
819116 10.25 Fixed Rate 423.41 3/30/14 Single Family Owner occupied 63000 180
819136 9.7 Fixed Rate 470.52 4/26/14 Single Family Owner occupied 90000 180
819149 11.5 Fixed Rate 346.6 5/4/29 Single Family Owner occupied 63000 360
819154 12.24 Fixed Rate 328.23 7/21/14 Single Family Not Owner 36000 180
occupied
819157 11.75 Fixed Rate 492.39 4/16/29 Single Family Owner occupied 58000 360
819169 10.99 Fixed Rate 568.66 4/12/29 Single Family Owner occupied 67000 360
819180 11.6 Fixed Rate 432.6 6/18/29 Single Family Owner occupied 51000 360
819205 11 Fixed Rate 350.46 4/6/14 Single Family Owner occupied 47000 180
819209 10.6 Fixed Rate 366.58 4/12/29 Single Family Not Owner 53000 360
occupied
819217 10.75 Fixed Rate 421.48 4/2/14 Manufactured Owner occupied 47000 180
819310 8.6 Fixed Rate 713.93 3/30/14 Single Family Owner occupied 117000 180
819315 8.95 Fixed Rate 571.38 3/30/14 Single Family Owner occupied 78000 180
819354 10.5 Fixed Rate 574.81 4/7/14 Single Family Owner occupied 265000 180
819357 11.45 Fixed Rate 710.26 5/17/14 Single Family Owner occupied 80000 180
819395 9 Fixed Rate 341.16 4/2/14 Single Family Owner occupied 53000 180
819406 10.7 Fixed Rate 453.24 4/5/29 Single Family Owner occupied 65000 360
819408 10.6 Fixed Rate 470.33 4/8/29 Single Family Owner occupied 60000 360
819433 10.25 Fixed Rate 1191.81 5/18/14 Single Family Owner occupied 155000 180
819450 10.2 Fixed Rate 915.59 4/19/29 Single Family Owner occupied 114000 360
819451 10.95 Fixed Rate 524.07 4/22/14 Single Family Owner occupied 65000 180
819461 12.45 Fixed Rate 484.9 4/2/29 Single Family Owner occupied 57000 360
819474 12.6 Fixed Rate 403.13 4/30/29 Single Family Owner occupied 50000 360
819476 10.7 Fixed Rate 334.7 4/27/29 Single Family Owner occupied 45000 360
819480 11.85 Fixed Rate 447.52 3/30/14 Single Family Owner occupied 55500 180
819516 10.5 Fixed Rate 790.33 4/16/14 Single Family Owner occupied 108000 180
819521 10.75 Fixed Rate 582.49 4/8/29 Single Family Not Owner 78000 360
occupied
819529 9.1 Fixed Rate 738.76 4/16/29 Single Family Owner occupied 130000 360
819549 9.19 Fixed Rate 261.87 4/16/14 Single Family Owner occupied 51000 180
819551 11.55 Fixed Rate 453.31 4/12/29 Single Family Owner occupied 170000 360
819553 12.5 Fixed Rate 369.76 4/14/14 Single Family Owner occupied 350000 180
819565 10.75 Fixed Rate 403.26 5/10/14 Single Family Owner occupied 54000 180
819576 8.69 Fixed Rate 362.51 4/26/14 Single Family Owner occupied 56000 180
819582 11.74 Fixed Rate 349.37 4/28/14 Single Family Not Owner 59000 180
occupied
I-A-11
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
819585 THOMPSON 2878 N 38TH ST MILWAUKEE 53210 WI 1 89.76541203 40268.84
819633 CARLSON 2720 HANKINSON RD GRANVILLE 43023 OH 1 70.48455556 380366.51
819644 RICKETTS 2213 LINCOLN WAY W SOUTH BEND 46628 IN 1 84.87181395 36483.52
819672 ENGLAND 415 SCHUBERT AVE MAYSVILLE 41056 KY 1 74.90905455 41174.46
819684 LOVING 11011 RIVER RD CHESTERFIELD 23838 VA 1 79.86048045 142904.04
819702 ANDERSEN 13059 S 3100 W RIVERTON 84065 UT 2 89.63550256 22745.68
819726 HOLMAN 207 PIKES PEAK PL LONGMONT 80501 CO 1 79.81230284 126441.53
819735 PETRUZZI 8860 STATE RT 37 SUNBURY 43074 OH 1 66.47682 199314.01
819784 PAUL 22020 CHURCHILL RICHTON PARK 60471 IL 1 79.8504661 94178.53
819785 CARLISLE 13009 OLD DAYTON PIKE SODDY DAISY 37379- TN 1 79.06976296 106744.18
819798 NILES 2233 THOMPSON FORT WAYNE 46802 IN 1 75 41213.02
819830 KNAPP 2517 MACKIN RD FLINT 48504 MI 1 89.90109557 38556.69
819833 WILLIAMSON 520 W MARY ST BUCYRUS 44820 OH 1 65.47632895 49836.38
819840 ABADIE 4422 DABNEY DR SAINT LOUIS 631344112 MO 1 87.8257732 42578.15
819851 JUAREZ 503 W MARION ST SOUTH BEND 46601 IN 1 79.46439623 42057.93
819860 BUSS 904 W 29TH ST SAN PEDRO 90731 CA 2 89.8627 53692.62
819887 BORK 2807 NORWAY PINE RD ROCKFORD 61109 IL 2 89.79480682 22361.37
819895 POSNER 41309 OLIVET DR STERLING HEIGHTS 48313 MI 1 89.88400741 121237.3
819898 COPELAND 2563 MAPLEWOOD AVE TOLEDO 43610 OH 1 79.05715 31545.5
819929 BERNARD 7501 E BERRIDGE LN SCOTTSDALE 85250 AZ 2 72.08072927 49290.31
819952 ROBERSON 5085 ROBERSON FARM RD KERNERSVILLE 27284 NC 1 72.555104 90588.53
819985 MORRIS 972 GREEN RIDGE DR RICHMOND 232257352 VA 1 74.89638235 50915.02
819996 CURTIS 12214 LITTLEWOOD DR BATON ROUGE 70807 LA 1 74.92768421 35572.97
820001 NELSON 3789 RACHEL DR SANTA CLARA 84765 UT 2 89.97775549 19964.52
820012 BROOKS 59 W BURNS AVE AKRON 44310 OH 1 52.70375362 36340.29
820047 EASTON 11765 MANDARIN RD JACKSONVILLE 32223 FL 2 39.80958043 74895.46
820067 AUSTIN 1385 HARVEY WESTLAND 48186 MI 1 79.83788009 74465.95
820068 SHOOK 712 RANDALL ST LANSING 48906 MI 1 78.36780702 44649.14
820077 HUNTER 1811 WALKER AVE KANSAS CITY 66104 KS 1 84.88382979 39867.55
820102 PETTY 1124 6TH AVE NORTH COLUMBUS 39701 MS 1 39.77433871 24428.04
820118 OMO 850 S ANGOLA RD COLDWATER 49036 MI 1 54.21547287 34958.44
820139 ROBINSON 2280 WINDSOR FLORISSANT 63033 MO 1 89.93084946 83570.54
820174 AGEMY 122 LAWDALE PL MICHIGAN CITY 46360 IN 1 54.90968807 59813.79
820227 MASON 351 MARTIN LUTHER KING D GEORGETOWN 40324 KY 1 89.873 85297.27
820229 RUSSELL 585 HUGHLEY LN HARRODSBURG 40330 KY 1 84.81756164 61882.89
820236 EDGE 930 N 4TH AVE SAN MANUEL 85631 AZ 1 89.79975309 72737.8
820247 SANTANA 4720 STAFFORD AVE LANSING 48910 MI 1 46.92092617 34944.85
820265 BARNES 5471 HIGH TIDE CT COLUMBIA 21044 MD 1 79.80889524 83773.04
820266 TREPINS 1158 FOURTH ST GRAND RAPIDS 49504 MI 1 74.92901449 51666.21
820270 HAWKS 2712 W BALTIMORE ST BALTIMORE 21223 MD 1 84.9082381 53472.57
820306 SANCHEZ 3080 W 55TH PL DENVER 80221 CO 2 89.796904 21534.06
SANCHEZ
820313 SMITH 19815 GLADSTONE RD WARRENSVILLE 44122 OH 1 37.17471277 34915.6
HEIGHTS
820347 BOYLE 465 BERWYN DR MADISON 53711 WI 2 79.58079333 19776.94
820378 ROGERS 21608 S JEFFREY AVE SAUK VILLAGE 60411 IL 1 79.41555789 75256.62
820382 FEI LAM\CHENG 336 LOYOLA DR ELYRIA 44035 OH 1 74.88917901 121274.56
820403 WILSON 601 CALHOUN DR SEFFNER 33584 FL 1 47.1763375 37653.21
820406 GLENN 17331 HEYDEN DETROIT 48219 MI 1 47.69914667 35620.25
820412 COLLINS 7510 GREER DR FORT WASHINGTON 20744 MD 1 89.83537333 134700.02
I-A-12
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
819585 10.25 Fixed Rate 362.11 4/21/14 Single Family Owner occupied 47000 180
819633 8.25 Fixed Rate 2866.83 5/10/14 Single Family Owner occupied 540000 180
819644 11.85 Fixed Rate 371.74 4/16/14 Multiple Family Owner occupied 43000 180
819672 11.85 Fixed Rate 419.55 4/27/14 Single Family Owner occupied 55000 180
819684 11.7 Fixed Rate 1439.99 5/4/29 Single Family Owner occupied 179000 360
819702 13.15 Fixed Rate 293.28 4/21/14 Single Family Owner occupied 195000 180
819726 9.8 Fixed Rate 1094.07 4/23/14 Single Family Owner occupied 159000 180
819735 8.87 Fixed Rate 1590.57 4/16/29 Single Family Owner occupied 300000 360
819784 9.8 Fixed Rate 814.51 5/18/14 Single Family Not Owner 118000 180
occupied
819785 8.25 Fixed Rate 804.01 5/12/29 Single Family Owner occupied 135000 360
819798 11.85 Fixed Rate 419.55 7/6/14 Single Family Owner occupied 55000 180
819830 12.25 Fixed Rate 404.59 5/6/29 Single Family Owner occupied 42900 360
819833 10.05 Fixed Rate 440.63 6/3/29 Single Family Owner occupied 76000 360
819840 10.6 Fixed Rate 393.61 4/21/14 Single Family Owner occupied 48500 180
819851 10 Fixed Rate 409.17 4/16/19 Single Family Not Owner 53000 240
occupied
819860 12.6 Fixed Rate 581.08 5/11/14 Single Family Owner occupied 250000 180
819887 12.2 Fixed Rate 274.58 4/29/14 Single Family Owner occupied 88000 180
819895 10.2 Fixed Rate 1084.25 5/24/29 Single Family Owner occupied 135000 360
819898 10.45 Fixed Rate 352.74 4/23/14 Single Family Owner occupied 40000 180
819929 10.45 Fixed Rate 551.15 4/20/14 Single Family Owner occupied 410000 180
819952 8.875 Fixed Rate 723.24 4/20/29 Single Family Owner occupied 125000 360
819985 12.25 Fixed Rate 534.43 4/29/14 Single Family Not Owner 68000 180
occupied
819996 12.85 Fixed Rate 389.91 4/20/14 Single Family Owner occupied 47500 180
820001 12.8 Fixed Rate 218.12 5/4/29 Single Family Owner occupied 159500 360
820012 11.65 Fixed Rate 365.64 4/22/14 Single Family Owner occupied 69000 180
820047 13.05 Fixed Rate 832.58 4/28/29 Single Family Owner occupied 460000 360
820067 8 Fixed Rate 548.27 5/27/29 Single Family Owner occupied 94000 360
820068 9.99 Fixed Rate 392.38 5/10/14 Single Family Owner occupied 57000 180
820077 11.3 Fixed Rate 389.54 4/21/14 Single Family Owner occupied 47000 180
820102 11.45 Fixed Rate 350.77 5/11/09 Single Family Owner occupied 62000 120
820118 11.9 Fixed Rate 357.32 6/5/29 Single Family Owner occupied 64500 360
820139 10.7 Fixed Rate 778.18 6/28/14 Single Family Owner occupied 94000 180
820174 8.45 Fixed Rate 459.22 5/17/14 Single Family Owner occupied 109000 180
820227 9.75 Fixed Rate 734.58 5/25/29 Single Family Owner occupied 95000 360
820229 9.14 Fixed Rate 505.53 5/14/29 Single Family Owner occupied 73000 360
820236 10.05 Fixed Rate 642.44 5/5/14 Single Family Owner occupied 81000 180
820247 11.65 Fixed Rate 350.61 5/21/14 Single Family Owner occupied 74500 180
820265 11.95 Fixed Rate 860.8 5/17/29 Single Family Owner occupied 105000 360
820266 13.35 Fixed Rate 586.65 5/5/14 Single Family Owner occupied 69000 180
820270 11 Fixed Rate 509.97 6/2/29 Single Family Owner occupied 63000 360
820306 12.3 Fixed Rate 265.25 5/5/14 Single Family Owner occupied 125000 180
820313 10.55 Fixed Rate 321.47 4/30/14 Single Family Not Owner 94000 180
occupied
820347 12.45 Fixed Rate 245.85 5/18/14 Single Family Owner occupied 150000 180
820378 9.99 Fixed Rate 816.24 6/3/14 Single Family Owner occupied 95000 180
820382 10.9 Fixed Rate 1147.9 5/18/14 Single Family Owner occupied 162000 180
820403 10.75 Fixed Rate 425.96 6/8/14 Single Family Owner occupied 80000 180
820406 11.65 Fixed Rate 423.99 5/19/14 Single Family Owner occupied 75000 180
820412 10.75 Fixed Rate 1260.2 5/24/14 Single Family Owner occupied 150000 180
I-A-12
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
820443 PLASKY 2302 CLUBHOUSE DR PLANT CITY 33567 FL 1 89.47077397 260649.22
820469 BARBER 358 CATHERINE ST ROCK HILL 29730 SC 1 89.90165672 60212.01
820477 COUNCELLER 2132 SPRING ST NEW CASTLE 47362 IN 1 89.88259048 47147.09
820496 COLE 3828 S WILKESON ST TACOMA 98408 WA 1 79.90480952 67065.56
820500 MANOR 730 HIBISCUS AVE LAKE WALES 33853 FL 1 84.84537109 43422.67
820539 GAMBLE 505 CULLODEN ST SUFFOLK 23434 VA 1 74.32174074 20020.05
820548 ORDOVEZA 225 N CHURCH ST BELLEVILLE 62220 IL 2 89.93912941 21571.57
820561 DUNLAP 1151 31ST ST NEWPORT NEWS 23607 VA 1 74.04854054 27240.76
820568 PUCHALSKI 6288 MULBERRY AVE PORTAGE 46368 IN 1 89.58338525 109194.25
820585 MCGLOTHLIN 730 STURGEON AVE OWENSBORO 42301 KY 1 84.94541935 52631.67
820636 JACKSON 7139 S SAINT LAWRENCE CHICAGO 60619 IL 1 53.36784314 54291.21
820669 WALDERO 32 APOLLO LN PUEBLO 81001 CO 1 85.14327826 97784.22
820702 GREEN 1949 W 45TH ST JACKSONVILLE 32209 FL 1 89.86263043 41304.36
820761 HOOPER 13532 SOUTH AVE K CHICAGO 60633 IL 1 89.87540918 45011.6
820770 AMES 1654 STATE RT 235 DEGRAFF 43318 OH 1 79.41314667 59411.3
820825 CASE 150 SW 120TH LN POMPANO BEACH 33071 FL 1 89.93894828 260551.09
820832 TURNER RR 3 BOX 218D MOUNT CARMEL 62863 IL 2 79.64187097 41457.26
820838 WINFIELD 1552 WOODLAND AVE TOLEDO 43607 OH 1 84.169325 33582.92
820851 BUNETA 507 JOHN ST COLLINSVILLE 62234 IL 1 79.27320588 26889.72
820852 WALKER 311 RANGE AVE CAHOKIA 62206 IL 1 79.25302632 30043.63
820882 WOLFF 1305 MAIN ST CHARLESTOWN 47111 IN 1 69.8875264 46300.09
820912 HAYNES 1854 E 30TH ST LORAIN 44055 OH 1 79.85670492 48690.28
820929 BRADLEY 2366 23RD ST HOPKINS 49328 MI 1 47.91544828 34671.61
820948 MCCARTHY 667 SUNCREST RD PALMER LAKE 80133 CO 1 78.328315 156543.97
820962 MCFARLEN 1601 E MAIN ST KALAMAZOO 49001 MI 1 69.93224449 34884.7
820975 LAUGHLIN 704 BEECH ST GAFFNEY 29340 SC 1 74.47866667 22245.71
821024 BENNETT 202 BLUE GRASS AVE LEXINGTON 40505 KY 1 84.2242766 39492.21
821027 ROBINSON 6911 MIDWOOD AVE HAZELWOOD 63042 MO 1 89.84875 43094.79
821043 SKINNER 414 ELM ST THAYER 62689 IL 1 74.97727273 32979.9
821050 HARGROVE 5819 WHISTLEWOOD CIR SARASOTA 34232 FL 2 84.33220339 40454.75
821052 GODFREY 5917 TALL BULL PL COLORADO CITY 81019- CO 1 89.86703659 73690.97
821055 EDEH 3693 E 49TH STREET CLEVELAND 44103 OH 1 80 41585.96
821076 ELDER 3136 LONGHORN CT FORT COLLINS 80526 CO 2 89.83038333 57698.78
821077 MCCARNEY 17 CHIPS CT SMITHSBURG 21783 MD 2 84.68262911 33741.3
821099 MADDOX 18310 ANTHONY AVE COUNTRY CLUB 60478 IL 1 89.94389623 95330.92
HILLS
821122 INGRAM 558 EILER ST SAINT LOUIS 63111 MO 1 69.93082143 39136.99
821127 MCCASTER 20070 IRVINGTON DETROIT 48203 MI 1 79.9486 39948.11
821129 PROM 8067 STATE RT 204 NW THORNVILLE 43076 OH 1 79.83948148 86213.76
821156 BASKERVILLE\RAI 1151 REED RD LA CROSS 23950 VA 1 79.928224 99849.05
821184 LIGE 2005 14TH ST S W BIRMINGHAM 35211 AL 1 70.14275 28046.13
821196 WILSON 2057 RAVEN SAINT LOUIS 63133 MO 1 79.92828235 33959.16
821226 SHEPHERD 214 W CROSIER ST AKRON 44311 OH 1 79.87793333 35931.03
821227 SHEPHERD 235 PARIS AVE AKRON 44301 OH 1 79.87793333 35931.03
821257 SIVELS 4148 EVERETT ST CHESAPEAKE 23324 VA 1 85.02597297 62894.78
821265 VANSANT 1103 SE 6TH ST CAPE CORAL 33990 FL 2 89.88739167 23176.88
821280 GEE 9809 SLALOM RUN DR WOODSTOCK 21163 MD 2 87.55714074 22897.14
I-A-13
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
820443 10.75 Fixed Rate 2945.85 7/21/14 Single Family Owner occupied 292000 180
820469 11 Fixed Rate 574.25 6/1/29 Single Family Owner occupied 67000 360
820477 10.2 Fixed Rate 421.65 5/26/29 Single Family Owner occupied 52500 360
820496 10.55 Fixed Rate 617.22 5/24/29 Single Family Owner occupied 84000 360
820500 10.45 Fixed Rate 396.47 5/4/14 Single Family Owner occupied 51200 180
820539 10.85 Fixed Rate 228.26 5/11/14 Single Family Not Owner 27000 180
occupied
820548 13.3 Fixed Rate 244.01 4/30/29 Single Family Owner occupied 85000 360
820561 12.85 Fixed Rate 345.23 5/12/14 Single Family Owner occupied 37000 180
820568 10.45 Fixed Rate 1000.28 4/30/14 Single Family Owner occupied 122000 180
820585 11.5 Fixed Rate 521.88 6/15/14 Single Family Owner occupied 62000 180
820636 9.45 Fixed Rate 572.67 5/17/14 Single Family Owner occupied 102000 180
820669 10.1 Fixed Rate 867.27 5/14/29 Single Family Owner occupied 115000 360
820702 10.75 Fixed Rate 386.46 4/29/14 Single Family Owner occupied 46000 180
820761 11.2 Fixed Rate 436.23 5/24/29 Single Family Owner occupied 51000 360
820770 9.99 Fixed Rate 644.4 6/1/14 Manufactured Owner occupied 75000 180
820825 11.25 Fixed Rate 2534.99 5/12/14 Single Family Owner occupied 290000 180
820832 13.6 Fixed Rate 478.61 5/17/14 Single Family Owner occupied 124000 180
820838 10 Fixed Rate 365.37 5/24/14 Single Family Owner occupied 40000 180
820851 10.8 Fixed Rate 305.75 5/10/14 Single Family Owner occupied 34000 180
820852 10.5 Fixed Rate 336.04 5/4/14 Single Family Owner occupied 47000 180
820882 10.9 Fixed Rate 438.47 5/12/14 Single Family Owner occupied 66300 180
820912 10 Fixed Rate 428.25 5/17/14 Single Family Not Owner 61000 180
occupied
820929 12.9 Fixed Rate 440.53 5/19/14 Single Family Owner occupied 72500 180
820948 7.8 Fixed Rate 1130.92 5/19/29 Single Family Owner occupied 200000 360
820962 11.5 Fixed Rate 345.91 6/8/14 Multiple Family Not Owner 49900 180
occupied
820975 11.5 Fixed Rate 262.84 5/24/14 Single Family Owner occupied 30000 180
821024 10.75 Fixed Rate 447.82 5/24/14 Single Family Owner occupied 47000 180
821027 10.95 Fixed Rate 409.77 5/21/29 Single Family Owner occupied 48000 360
821043 11.74 Fixed Rate 332.85 8/13/14 Single Family Not Owner 45000 180
occupied
821050 13.2 Fixed Rate 454.35 5/19/29 Single Family Owner occupied 118000 360
821052 10.9 Fixed Rate 697.24 5/17/14 Single Family Owner occupied 82000 180
821055 11.25 Fixed Rate 404.04 9/22/29 Single Family Not Owner 52000 360
occupied
821076 12.8 Fixed Rate 632.54 6/7/14 Single Family Owner occupied 180000 180
821077 12.7 Fixed Rate 423.49 6/16/14 Single Family Owner occupied 106500 180
821099 10.95 Fixed Rate 904.91 8/9/14 Single Family Owner occupied 106000 180
821122 13.75 Fixed Rate 456.72 5/21/14 Single Family Not Owner 56000 180
occupied
821127 11.5 Fixed Rate 396.12 6/2/29 Single Family Owner occupied 50000 360
821129 10.2 Fixed Rate 771.02 5/20/29 Single Family Owner occupied 108000 360
821156 11.85 Fixed Rate 1017.08 5/25/14 Single Family Owner occupied 125000 180
821184 10.75 Fixed Rate 262.31 5/28/29 Single Family Owner occupied 40000 360
821196 11.85 Fixed Rate 345.81 6/14/14 Single Family Owner occupied 42500 180
821226 10.75 Fixed Rate 336.05 5/20/29 Single Family Not Owner 45000 360
occupied
821227 10.75 Fixed Rate 336.05 5/20/29 Single Family Not Owner 45000 360
occupied
821257 10.75 Fixed Rate 588.09 6/2/14 Single Family Owner occupied 74000 180
821265 12.5 Fixed Rate 287.89 6/11/14 Single Family Owner occupied 120000 180
821280 12.3 Fixed Rate 241.91 5/25/29 Single Family Owner occupied 270000 360
I-A-13
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
821310 WICKERSON 6715 S PARNELL CHICAGO 60621 IL 1 84.86310588 72103.91
821353 IRBY IRBY\ 2940 W 82ND ST CHICAGO 60652 IL 1 74.96432727 123631.01
MOORE
821374 THOMPSON 1426 S 32ND ST LOUISVILLE 40211 KY 1 89.54887417 67531.25
821385 COLEMAN 5246 FREEMONT ST JACKSONVILLE 32210 FL 1 84.90826667 50907.42
821395 MAXWELL SR 811 DELIA ST ANDERSON 29624 SC 1 84.82904762 26611.84
821443 BRITTENUM 647 STEPHENS PL MEMPHIS 38126 TN 1 79.693 26989.06
821445 BRITTENUM 645 STEPHENS PL MEMPHIS 38126 TN 1 79.53711765 26989.06
821461 COVERT 3 CEDAR ST PORT ORANGE 32127 FL 1 66.62524 99874.51
821462 LAHTI 3505 PINEWOOD AVE WEST PALM BEACH 33407 FL 1 74.89395 59886.42
821487 ZIGARSKI 1441 POPLAR ST KULPMONT 17834 PA 1 79.67659459 29296.34
821498 C REDWINE 1445 W 15TH ST MUNCIE 47302 IN 1 61.2426 27494.43
821516 SPRINGER 112 CARSON O'FALLON 62269 IL 1 84.90831667 50915.19
821527 CROMER 518 FRONT ST WARRIOR RUN 18706 PA 1 84.8702623 51750.63
821531 STEELE 108 EVERT CT PIEDMONT 29673 SC 1 84.92212245 41598.87
821545 CANADA 7209 E 162ND ST BELTON 64012 MO 1 89.8904 40433.95
821570 WANG 458 CALHOUN ST ATLANTA 30309 GA 2 79.60392627 44024.03
821578 MARTINEZ 3903 MARIPOSA ST DENVER 80211 CO 1 30.17551938 38887.53
821586 LYON 318 CHIPPEWA ST CLAWSON 48017 MI 1 79.88225373 106988.79
821643 HARPER 3430 WOODSTOCK RD GLOUCESTER 23061 VA 1 89.36956061 58842.79
821645 SHEPERD 527 THURSTON AVE SAINT LOUIS 63134 MO 1 84.9031194 56863.07
821655 HALL 1821 DOMINION AVE NORFOLK 23518 VA 1 58.38914894 54856.69
821686 PINKNEY 2985 ELM ST DENVER 80207 CO 1 67.05669403 89800.43
821688 MOORE 3971 N CIR 587 E VAN BUREN 46991 IN 1 73.06955 43807.87
821689 TAYLOR 6002 E EGRET ST CAVE CREEK 85331 AZ 2 88.53526744 46644.8
821692 DEAUX 1701 1/2 SHERIDAN STREET JACKSONVILLE 32207 FL 1 79.87254286 83831.97
821703 SIBBIE 12712 S MORGAN ST CHICAGO 60643 IL 1 89.85351471 61074.94
821706 SABIN 149 N CENTENNIAL RD COLDWATER 49036 MI 1 69.16147857 96767.26
821709 FINNEY 7885 MILLER RD DELTON 49046 MI 1 63.48681176 53938.98
821743 BOWLAND 2653 N 600 W MARION 46952 IN 1 74.88791176 76308.13
821745 SCHLESSELMAN 125 N ROSEDALE ST LIMA 45805 OH 1 74.23288961 22750
821749 SCHLESSELMAN 114 W VINE ST LIMA 45804 OH 1 79.90458159 38166.15
821756 REGENER 1212 N ROCKPORT RD BOONVILLE 47601 IN 1 79.92172152 63117.15
821771 MCMURRY 1852 DUMESNIL ST LOUISVILLE 40210 KY 1 64.91837209 27903
821809 STEFFEN 1283 WALNUT ST DUBUQUE 52001 IA 1 77.94989773 68550.97
STEFFEN
821812 DELLAPENNA 11744 80TH AVE N SEMINOLE 33772 FL 2 89.69333654 34459.45
821819 PERKINS 1727 WALLACE AVE NE ROANOKE 24012 VA 1 79.88712174 91826.22
821835 CARRAWAY 1902 MARSEILLES CAHOKIA 62206 IL 1 70.7242 99013.88
821850 AYLER 1251 W POPLAR ST GRIFFIN 30224 GA 1 79.86409 79829.38
821902 BONANNO 1600 12TH ST PALM HARBOR 34683 FL 1 84.62321053 80355.46
821915 SEGLER 1585 S JACKSON ST DENVER 80210 CO 2 89.85645946 21167.09
821918 COX 805 OPAL WAY BROOMFIELD 80020 CO 1 69.95972561 114532.91
821940 MILLER 4311 CORDIAL PL BATAVIA 45103 OH 1 84.62261667 101573.62
821958 ANSTINE 12 HOLLY AVE SUWANNEE 32692 FL 1 79.17698374 97599.5
821969 LOYD 845S ASTER WAY GOLDEN 80401 CO 2 81.38478635 47097.4
821973 NELSON 4200 CHELTINGHAM LN SMYRNA 30082 GA 2 99.9819121 60890.8
821980 MROZEK 494 W 17TH ST CHICAGO HEIGHTS 604113225 IL 1 79.89271642 80255.64
I-A-14
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
821310 10.5 Fixed Rate 660.9 5/18/14 Single Family Owner occupied 85000 180
821353 12.85 Fixed Rate 1354.43 6/1/14 Single Family Owner occupied 165000 180
821374 11.35 Fixed Rate 717.63 5/19/19 Single Family Owner occupied 75500 240
821385 11 Fixed Rate 485.68 5/20/14 Single Family Owner occupied 60000 180
821395 11.95 Fixed Rate 320.48 7/19/14 Single Family Owner occupied 31500 180
821443 12.5 Fixed Rate 335.25 6/8/14 Single Family Not Owner 34000 180
occupied
821445 12.5 Fixed Rate 335.25 6/8/14 Single Family Not Owner 34000 180
occupied
821461 11.65 Fixed Rate 1001.75 6/23/14 Single Family Owner occupied 150000 180
821462 9.74 Fixed Rate 515.05 6/1/29 Single Family Owner occupied 80000 360
821487 11.95 Fixed Rate 354.3 5/28/14 Single Family Owner occupied 37000 180
821498 10.65 Fixed Rate 309.33 6/14/14 Single Family Owner occupied 45000 180
821516 12.1 Fixed Rate 528.52 5/28/29 Single Family Owner occupied 60000 360
821527 10.75 Fixed Rate 484.01 5/26/29 Single Family Owner occupied 61000 360
821531 11.75 Fixed Rate 420.42 6/3/14 Single Family Owner occupied 65000 180
821545 10.44 Fixed Rate 368.65 6/23/29 Single Family Owner occupied 46000 360
821570 10.95 Fixed Rate 418.36 5/27/14 Single Family Not Owner 217000 180
occupied
821578 9.6 Fixed Rate 330.78 5/25/29 Single Family Not Owner 129000 360
occupied
821586 9.55 Fixed Rate 905.31 6/2/14 Single Family Owner occupied 134000 180
821643 10.45 Fixed Rate 654.77 6/1/14 Single Family Owner occupied 66000 180
821645 10.75 Fixed Rate 531.62 6/21/14 Single Family Owner occupied 67000 180
821655 9.3 Fixed Rate 454.47 5/26/14 Single Family Owner occupied 94000 180
821686 8.5 Fixed Rate 692.02 7/1/29 Single Family Owner occupied 134000 360
821688 10.74 Fixed Rate 409.24 6/23/29 Single Family Owner occupied 60000 360
821689 13.8 Fixed Rate 620.27 5/28/14 Single Family Owner occupied 172000 180
821692 10.55 Fixed Rate 771.52 5/25/29 Single Family Owner occupied 105000 360
821703 10.45 Fixed Rate 557.53 5/27/14 Single Family Owner occupied 68000 180
821706 8.6 Fixed Rate 752.73 6/1/29 Single Family Owner occupied 140000 360
821709 13.15 Fixed Rate 603.69 5/28/14 Single Family Owner occupied 85000 180
821743 9.49 Fixed Rate 642.7 5/28/14 Single Family Owner occupied 102000 180
821745 10 Fixed Rate 247.16 6/9/14 Single Family Not Owner 30800 180
occupied
821749 11 Fixed Rate 364.17 6/9/14 Multiple Family Not Owner 47800 180
occupied
821756 11.45 Fixed Rate 623.45 6/11/14 Single Family Owner occupied 79000 180
821771 10.3 Fixed Rate 251.5 6/14/14 Single Family Owner occupied 43000 180
821809 11.5 Fixed Rate 679.74 6/28/29 Single Family Owner occupied 88000 360
821812 12.05 Fixed Rate 416.35 8/13/14 Single Family Owner occupied 104000 180
821819 9.75 Fixed Rate 790.42 6/21/14 Single Family Owner occupied 115000 180
821835 9.9 Fixed Rate 1068.5 6/3/14 Single Family Owner occupied 140000 180
821850 10.25 Fixed Rate 716.88 5/28/14 Single Family Owner occupied 100000 180
821902 9.99 Fixed Rate 705.85 6/10/14 Single Family Owner occupied 95000 180
821915 12.9 Fixed Rate 269.23 6/14/14 Single Family Owner occupied 148000 180
821918 8.75 Fixed Rate 903.13 6/28/14 Single Family Owner occupied 164000 180
821940 10.45 Fixed Rate 929.22 5/28/14 Single Family Owner occupied 120000 180
821958 11.99 Fixed Rate 1180.33 6/7/14 Manufactured Owner occupied 123000 180
821969 13.35 Fixed Rate 610.04 7/26/14 Single Family Owner occupied 337000 180
821973 11.99 Fixed Rate 626.78 5/26/14 Single Family Owner occupied 304900 180
821980 9.99 Fixed Rate 704.97 6/11/14 Multiple Family Not Owner 100500 180
occupied
I-A-14
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
822001 FLORES 3135 GRACELAND AVE INDIANAPOLIS 46208 IN 1 79.93613559 47123.97
822016 THOMAS 2414 SW 9TH ST DES MOINES 50315 IA 1 79.90065909 70282.94
822018 THOMAS 926 KIRKWOOD DES MOINES 50315 IA 1 79.88807018 45515.65
822036 BLACKMON 1532 W 6TH ST MARION 46953 IN 1 83.39656842 39417.57
822067 KOSHO 451 FERNHILL HIGHLAND PARK 48203 MI 1 66.375 19862.42
822078 FOREMAN 1975 -1983 VERMONT ST GARY 46407 IN 1 74.66702703 27628.52
822091 GONZALEZ 4608 RYAN ROAD CONLEY 30027 GA 1 79.954 51540.07
822102 PEREZ 5366 LIGHT CIR NORCROSS 30071 GA 2 99.87858228 31342.93
822115 WILKERSON 2480 MANN DRIVE BEECH GROVE 46107 IN 1 67.03505556 60292.2
822127 MCDANIEL 332 YORKTOWN PARIS 40361 KY 1 84.90207059 72138.52
822129 JENNINGS 179 JUDY LN ATLANTA 30315 GA 1 80.7502 64464.24
822202 SHIPMAN 8996 W REMINGTON PL LITTLETON 80123 CO 2 89.8527375 25093.34
822235 YOUNG 289 W FOURTH ST FOSTORIA 44830 OH 1 79.8985 39932.04
822266 JOHNSON 919 SE 8TH TERR 6 FORT MYERS 33901 FL 1 89.91285714 44042.8
822268 ALLEN 6535 VENTURA DR FAYETTEVILLE 28314 NC 1 74.92898077 38963.07
822281 LINDSEY 708 HOWELL CT STONE MOUNTAIN 30087 GA 1 84.90313 254610.78
822305 MCLONEY 4244 NUTMEG DR LEXINGTON 40513 KY 2 89.85357143 20837.15
822313 MERCED 2565 IVEY STONE TRL BUFORD 30519 GA 2 89.62516279 30863.36
822324 WARING 918 SULLIVAN ST DELTONA 32725 FL 1 84.90235385 110330.32
822343 WHITMER 1110 THIRD ST SANDUSKY 44870 OH 1 71.94542 71917.76
822354 MILLER 7840 ROCKWELL AVE NORTH PORT 34287 FL 2 79.30438318 34782.47
822399 LOSCHEIDER 10925 FALLING STAR RD FOUNTAIN 80817 CO 2 89.83492593 20338.04
822400 BATTLE 521 QUAIL CIR ROCKY MOUNT 27803 NC 1 87.03473904 41676.77
822401 HARDEE 3885 MORNING VIEW DR LAWRENCEVILLE 30044 GA 1 47.63537037 51427.93
822406 VERNON 1445 JACKSON ST HOLLYWOOD 33020 FL 2 56.6958129 24830.37
822407 SCOTT 2610 AVE M FORT PIERCE 34947 FL 1 79.91270909 43935.69
822426 SIMS 9799 NW 26TH AVE MIAMI 33147 FL 1 48.4385 39624.62
822427 HENRY 8295 VAUGHN DETROIT 48228 MI 1 79.96586047 34377.89
822432 HORNSBY 97 LAUREL POINT WEST DAWSONVILLE 30534 GA 1 85.23478667 63851.09
822445 GONZALEZ 816 POOL ROAD GRIFFIN 30223 GA 1 69.97504615 22717.12
822470 THIBERT 1497 ROAT CT BURTON 48509 MI 1 69.94496 34963.12
822473 PERKINS 1727 WALLACE AVE NE ROANOKE 24012 VA 2 99.87858261 22812.89
822493 AITKEN 619 SHERMAN ST SOUTH BEND 46614 IN 1 74.9545102 36716.62
822501 KING 1102 ROOSEVELT DR FORT WAYNE 46806 IN 1 79.66267857 22058.19
822510 LEWIS 4808 MASON HOLLOW DR RICHMOND 23234 VA 1 79.94875 105509.3
822511 GIVENS 719 STONEMOUNT CT CASTLE ROCK 80104 CO 2 68.64925455 49924.5
822512 MCMAHON 2257 KING ST ROANOKE 24012 VA 1 84.89753846 66192.97
822561 LEE 736 ROBERTSON BRIGHTON 48116 MI 1 89.94824 112402.46
822571 VAZQUEZ 984 MAPLE CT APOPKA 32703 FL 1 89.93691837 88106.83
VAZQUEZ
822593 KING 1514 ECKART ST FORT WAYNE 46806 IN 1 79.97444 19980.64
822600 SHEPARD 1010 SELINGER AVE ERIE 16505 PA 1 84.93316049 68741.11
822605 SEARS 1825 ROOSEVELT AVE NE CANTON 44705 OH 1 89.89743333 53938.46
822631 MCCIER\ 3274 LANTERN COACH LN ROSWELL 30075 GA 1 66.12248649 243951.4
SMITH
822638 HEU 8741 QUIGLEY ST WESTMINSTER 80030 CO 2 79.62362963 19919.9
822646 STOKES 702 W ST JACKSONVILLE 32204 FL 1 79.94807692 41545.48
I-A-15
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
822001 10.5 Fixed Rate 431.76 6/22/14 Single Family Not Owner 59000 180
occupied
822016 10.35 Fixed Rate 636.09 6/23/14 Multiple Family Not Owner 88000 180
occupied
822018 9.85 Fixed Rate 395.13 6/23/14 Single Family Owner occupied 59000 180
822036 10.25 Fixed Rate 534.16 7/6/09 Single Family Owner occupied 47500 120
822067 9.75 Fixed Rate 211.87 8/20/14 Single Family Owner occupied 30000 180
822078 11.1 Fixed Rate 317.15 8/18/14 Multiple Family Owner occupied 37000 180
822091 12 Fixed Rate 530.76 6/24/14 Single Family Not Owner 64500 180
occupied
822102 11.99 Fixed Rate 379.05 6/15/14 Single Family Owner occupied 158000 180
822115 8.25 Fixed Rate 454.13 6/3/29 Single Family Owner occupied 90000 360
822127 10.7 Fixed Rate 671.73 6/25/14 Single Family Owner occupied 85000 180
822129 11.85 Fixed Rate 773.85 6/9/14 Single Family Owner occupied 80000 180
822202 12.3 Fixed Rate 310.98 6/28/14 Single Family Owner occupied 240000 180
822235 10.25 Fixed Rate 358.44 6/24/14 Single Family Owner occupied 50000 180
822266 11.5 Fixed Rate 436.72 6/28/29 Single Family Owner occupied 49000 360
822268 9.7 Fixed Rate 333.64 8/6/14 Single Family Owner occupied 52000 180
822281 10.75 Fixed Rate 2380.38 6/21/14 Single Family Owner occupied 300000 180
822305 12.5 Fixed Rate 258.83 6/21/14 Single Family Owner occupied 210000 180
822313 12.7 Fixed Rate 387.37 6/21/14 Single Family Owner occupied 129000 180
822324 10.75 Fixed Rate 1031.5 6/18/14 Single Family Owner occupied 130000 180
822343 10.74 Fixed Rate 671.57 7/8/29 Multiple Family Not Owner 100000 360
occupied
822354 11.74 Fixed Rate 414.22 7/14/14 Single Family Owner occupied 107000 180
822399 12.3 Fixed Rate 250 6/23/14 Single Family Owner occupied 135000 180
822400 11.75 Fixed Rate 421.08 7/22/29 Single Family Owner occupied 48000 360
822401 11.15 Fixed Rate 496.29 6/28/14 Single Family Owner occupied 108000 180
822406 13.9 Fixed Rate 331.26 6/23/14 Single Family Owner occupied 155000 180
822407 10.95 Fixed Rate 417.36 6/18/29 Single Family Owner occupied 55000 360
822426 10.45 Fixed Rate 440.92 6/23/14 Single Family Owner occupied 82000 180
822427 13.35 Fixed Rate 389.97 7/19/14 Single Family Owner occupied 43000 180
822432 8.75 Fixed Rate 503.49 6/25/29 Single Family Owner occupied 75000 360
822445 11 Fixed Rate 216.65 6/24/14 Condominium Not Owner 32500 180
occupied
822470 12.44 Fixed Rate 371.91 6/17/14 Multiple Family Not Owner 50000 180
occupied
822473 11.99 Fixed Rate 275.89 6/28/14 Single Family Owner occupied 115000 180
822493 11.85 Fixed Rate 373.78 7/16/14 Multiple Family Not Owner 49000 180
occupied
822501 11.5 Fixed Rate 261.67 7/20/14 Single Family Not Owner 28000 180
occupied
822510 13.35 Fixed Rate 1197.1 6/17/14 Single Family Owner occupied 132000 180
822511 10.8 Fixed Rate 468.62 6/29/14 Single Family Owner occupied 385000 180
822512 10.49 Fixed Rate 605.98 6/28/14 Single Family Owner occupied 78000 180
822561 12 Fixed Rate 1157.19 7/1/29 Single Family Owner occupied 125000 360
822571 11.1 Fixed Rate 846.62 7/26/14 Single Family Owner occupied 98000 180
822593 11.5 Fixed Rate 198.06 7/20/29 Single Family Owner occupied 25000 360
822600 10.6 Fixed Rate 634.95 6/21/29 Single Family Owner occupied 81000 360
822605 10.75 Fixed Rate 504.08 7/7/14 Single Family Owner occupied 60000 180
822631 9.44 Fixed Rate 2274.13 7/23/19 Single Family Owner occupied 370000 240
822638 12.05 Fixed Rate 240.68 8/2/14 Single Family Owner occupied 135000 180
822646 11.45 Fixed Rate 410.37 6/16/29 Single Family Owner occupied 52000 360
I-A-15
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
822695 GRAY 5813 SW 24TH AVE FORT LAUDERDALE 33312 FL 1 79.93682609 91890.54
822706 FERRANTE 252 RIDGE RD JUPITER 33477 FL 1 79.94142791 171745.85
822740 HERCULES 8572 COBB RD CHRISTIANA 37037 TN 1 79.95243333 71913.53
822747 TAGUE 15507 RIDGEWAY AVE MARKHAM 60426 IL 1 64.22548571 44936.5
822764 WILLIAMS 9027 ERNSTINE KNIMAN 46392 IN 1 79.65466472 27261.49
822769 WILLIAMS 1121 WESTWOOD DR LOWELL 46356 IN 1 74.96574936 36631.13
822773 DICKENS 340 1ST AVE DEER TRAIL 80105 CO 1 74.60177 74197.54
822775 MCNAMARA 9985 S STRATFORD PL LITTLETON 80126 CO 1 68.59102601 239825.42
822783 WILLIAMS 775 HWY 9 N CALHOUN 38915 MS 1 84.67386111 30422.97
822793 CLINTON 428 PORTER ST GARY 46406 IN 1 84.81911429 29622.78
822802 BRISCOE 8852 HERRING HILL RD MILLINGTON 38053 TN 1 64.96383333 77934.57
822835 ZIERKE 2804 HASKEL CT WATKINS 80137 CO 1 79.87931655 221939.24
822865 BURCHETT 209 N WALNUT ST ETNA GREEN 46524 IN 1 74.95442029 51702.59
822867 BLACK 939 TOWNSHIP RD 268 IRONTON 45638 OH 1 74.87594326 52757.95
822870 BLACK 1173 TOWNSHIP RD 268 IRONTON 45638 OH 1 79.90377273 35143.3
822871 RUTKOWSKI 6223 S MAYFIELD AVE CHICAGO 60638 IL 2 89.91414194 74931.05
822885 MARSHALL 11391 MARLOWE DETROIT 48221 MI 1 74.8884375 35928.32
822891 MCCARTY 970 GREENSPRING RD WINCHESTER 22604 VA 2 69.83297622 93729.62
822902 LEDUFF 3716 WASHINGTON AVE BATON ROUGE 70802 LA 1 89.94531868 40912.5
822906 CHANDLER 107 TROWBRIDGE DETROIT 48202 MI 1 79.95137333 119852.69
822907 JOHNSON 6350 BELFAST DETROIT 48210 MI 1 69.69069333 26075.21
822925 NORDSTRAND 3920 VAIN STREET DENVER 80212 CO 2 84.76440789 27911.01
822930 DAUER 32 COBBLESTONE WAY FREDERICKSBURG 22406 VA 2 89.96433981 36202.35
822931 CHAPLIN 830 W PALM STREET JACKSONVILLE 32254 FL 1 79.9344 53955.72
822985 MCCORMICK 2224 MAPLEWOOD AVE RICHMOND 23220 VA 1 80 119883.6
823009 GONZALEZ 1322 ELLIS ROAD GRIFFIN ROAD 30223 GA 1 79.82405 31714.6
823015 GONZALEZ 716 W SLATON AVE GRIFFIN 30223 GA 1 79.798 23846.03
823026 SANCHEZ 895 KNOX CT DENVER 80204 CO 1 82.78845304 89861.86
823045 SMITH RURAL RT 1 BOX 192 GILMAN 60938 IL 1 74.92438424 45583.11
823093 BRYANT 4849 S JUSTINE ST CHICAGO 60609 IL 2 79.28590909 19874.4
823096 HIGH 429 IVAN HILL CIR ATLANTA 30311 GA 1 79.94268824 135853.18
823142 PIERCE 2201 PORTSMOUTH AVE TOLEDO 43613 OH 1 89.93553586 106495.8
823145 CARNES 4122 HARTFORD ST SAINT LOUIS 63116 MO 1 79.93614474 60726.89
823157 HUNTER 2021 DARRELL LN LAWRENCEVILLE 30245 GA 1 89.93551429 94397.97
823162 THOMAS 315 GRADY AVE YAZOO CITY 39194 MS 1 79.63988235 20261.63
823185 COOK 6038 SUMMERVILLE DR GLOUCESTER 23061 VA 2 89.86309032 56157.79
823199 DOTSON 710 E ILLINOIS AVE HAMMOND 70403 LA 1 79.9720875 63932.39
823226 LITTLES 3722 N STUART ST JACKSONVILLE 32206 FL 1 84.94542 42458.87
823229 FOSTER 14480 SPRING GARDEN DETROIT 48205 MI 1 74.94625 29967.6
823232 FOSTER 16159 LILAC DETROIT 48238 MI 1 69.98040351 39877.56
823291 ROBERTS 6 LANTANA LITTLETON 80127 CO 2 89.51902029 42719.98
823297 COOPER 4053 MONTGOMERY DETROIT 48204 MI 1 67.76958696 31160.85
823316 BILODEAU 3104 CHARLES ST ROCKFORD 61108 IL 2 89.78174737 22275.82
823375 TURNER 211 HOY RD LAUREL 39440 MS 1 79.67782222 35781.44
823378 HUSS 3175 N SHEPARDSVILLE RD OVID 48866 MI 1 78.92551754 89924.51
I-A-16
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
822695 10.55 Fixed Rate 845 7/1/29 Single Family Owner occupied 115000 360
822706 10.9 Fixed Rate 1625.01 6/21/14 Single Family Owner occupied 215000 180
822740 11.85 Fixed Rate 732.3 6/28/14 Single Family Owner occupied 90000 180
822747 9.75 Fixed Rate 386.62 7/14/14 Single Family Owner occupied 70000 180
822764 11.25 Fixed Rate 316.2 7/15/14 Single Family Not Owner 34300 180
occupied
822769 13.1 Fixed Rate 408.36 7/15/14 Single Family Not Owner 48875 180
occupied
822773 8.99 Fixed Rate 760.25 6/30/14 Single Family Owner occupied 100000 180
822775 7.6 Fixed Rate 1694.58 9/1/29 Single Family Owner occupied 349900 360
822783 12.5 Fixed Rate 377.15 7/9/14 Single Family Owner occupied 36000 180
822793 11.35 Fixed Rate 344.7 8/5/14 Single Family Owner occupied 41000 180
822802 12.15 Fixed Rate 811.34 7/12/14 Single Family Owner occupied 120000 180
822835 8.95 Fixed Rate 1781.49 7/6/29 Single Family Owner occupied 278000 360
822865 11.75 Fixed Rate 522.37 7/1/29 Multiple Family Not Owner 69000 360
occupied
822867 8.99 Fixed Rate 425.06 6/28/14 Single Family Owner occupied 70500 180
822870 10.5 Fixed Rate 321.99 6/22/14 Single Family Not Owner 44000 180
occupied
822871 11.8 Fixed Rate 759.92 7/8/14 Single Family Owner occupied 155000 180
822885 9.5 Fixed Rate 302.71 6/23/14 Multiple Family Not Owner 48000 180
occupied
822891 10.3 Fixed Rate 1031.82 7/21/14 Single Family Owner occupied 291222 180
822902 11.75 Fixed Rate 413.35 7/14/14 Single Family Owner occupied 45500 180
822906 11.75 Fixed Rate 1211.29 6/30/29 Single Family Owner occupied 150000 360
822907 11 Fixed Rate 298.36 7/7/14 Single Family Not Owner 37500 180
occupied
822925 12.4 Fixed Rate 344.21 7/27/14 Single Family Owner occupied 152000 180
822930 11.9 Fixed Rate 433.93 8/13/14 Single Family Owner occupied 206000 180
822931 12.25 Fixed Rate 565.86 7/7/29 Single Family Not Owner 67500 360
occupied
822985 11.49 Fixed Rate 1187.43 7/9/14 Single Family Owner occupied 150000 180
823009 11 Fixed Rate 363.71 6/24/14 Condominium Not Owner 53000 180
occupied
823015 12.5 Fixed Rate 295.81 7/2/14 Single Family Not Owner 30000 180
occupied
823026 9.35 Fixed Rate 746.94 7/6/14 Single Family Owner occupied 108600 180
823045 9.5 Fixed Rate 384.06 6/30/29 Single Family Owner occupied 69000 360
823093 12.24 Fixed Rate 243.13 7/6/14 Multiple Family Owner occupied 132000 180
823096 11 Fixed Rate 1295.16 7/6/14 Single Family Not Owner 170000 180
occupied
823142 11 Fixed Rate 1015.65 6/29/14 Single Family Owner occupied 118500 180
823145 10.5 Fixed Rate 556.16 7/9/14 Single Family Owner occupied 76000 180
823157 11 Fixed Rate 899.95 7/6/29 Single Family Owner occupied 105000 360
823162 10.8 Fixed Rate 229.31 7/16/14 Single Family Owner occupied 25500 180
823185 12.7 Fixed Rate 702.13 8/2/14 Single Family Owner occupied 155000 180
823199 11.1 Fixed Rate 614.33 7/26/14 Single Family Owner occupied 80000 180
823226 11.5 Fixed Rate 420.87 7/2/14 Single Family Owner occupied 51000 180
823229 11 Fixed Rate 285.7 7/22/14 Single Family Not Owner 40000 180
occupied
823232 12.1 Fixed Rate 413.49 8/24/29 Single Family Not Owner 57000 360
occupied
823291 12.3 Fixed Rate 524.4 7/6/14 Single Family Owner occupied 345000 180
823297 10.3 Fixed Rate 280.74 7/13/14 Single Family Owner occupied 46000 180
823316 12.95 Fixed Rate 282.68 7/6/14 Single Family Owner occupied 95000 180
823375 11.99 Fixed Rate 431.83 7/28/14 Single Family Owner occupied 45000 180
823378 12.15 Fixed Rate 936.16 7/23/14 Single Family Owner occupied 114000 180
I-A-16
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
823379 SONTAG 385 WEST PECK RD PECK 48466 MI 1 89.90179 89901.79
823387 COTTRELL 342 TERRYS FORK RD WALLINS CREEK 40873 KY 1 60.92947692 39506.6
823415 RICE 8808 MATHOG DR RIVERVIEW 33569 FL 1 84.93897412 360859.17
823431 SEARLS 1540 IRIS RIDGE RD PHILO 43771 OH 1 79.56403209 148372.67
823438 SCARZO 69235 PARKER ST RICHMOND 48062 MI 1 79.06478824 134341.68
823440 HALL 703 BANCROFT AVE RICHMOND 23222 VA 1 84.9637541 51783.84
823459 MALITZ 143 GLEN RD LAKE ZURICH 60047 IL 2 71.40876364 69817.27
823488 HOWELL 10328 3RD RD BREMEN 46506 IN 1 85 106170.5
823492 KERLEY 4098 MAIN ST TEFFT 46380 IN 1 89.97942647 61171.87
823497 KIRKER 436 LAURI-WILL LN TRAVERSE CITY 49686 MI 1 74.9462782 99642.33
823501 MOORMAN 1560 RICHMOND AVE COLUMBUS 43203 OH 1 54.14135443 42656.22
823527 GOFORTH 162 FLUTY LICK BR INEZ 41224 KY 1 64.66102 32244.79
823538 IRIZARRY 2941 NW 69TH ST MIAMI 33147 FL 1 89.94155844 69232.18
823540 BRIDGEWATER 5140 S REEVES RD UNDERWOOD 47177 IN 1 35.63101905 74786.48
823543 BONDS 517 ALBANY ST FAYETTEVILLE 28301 NC 1 79.94014218 50582.91
823553 DISALVO 7295 GALTS FERRY RD ACWORTH 30102 GA 1 89.92418829 121255.94
823554 BLOOMFIELD 2909 MIDLOTHIAN TURNPIKE RICHMOND 23224 VA 1 89.92419876 144716.16
823557 ABBE 1414 EMERSON ST TOLEDO 43605 OH 1 84.92841667 50935.3
823564 WOOD 5743 RIVIERA DR MILTON 32570 FL 1 79.94514393 63853.95
823586 DUFFEY 11205 E 58TH TERR RAYTOWN 64133 MO 1 76.24068235 64772.61
823590 OVERFELT 5709 CHARITY HWY WOOLWINE 24185 VA 1 79.94000649 123060.79
823592 FERINGA 10575 96TH AVE ZEELAND 49464 MI 1 89.97425175 128625.99
823593 COX 3178 HUGENOT TRL POWHATAN 23139 VA 2 51.67780556 23161.33
823612 WIENCZKOWSKI 1110 E 11TH ST ERIE 16503 PA 1 77.94487943 54926.41
823689 MALCOLM 1145 PARTRIDGE AVE BOILINGBROOK 60490 IL 1 62.34089147 80381.07
823696 PROSEN 133 E SARATOGA BLVD WEST PALM BEACH 33411 FL 1 79.93613185 100598.86
823720 THOMAS 18162 GREELEY DETROIT 48203 MI 1 75 33679.18
823724 WALKER 1529 WOODLAWN AVE INDIANAPOLIS 46203 IN 1 56.89655172 32840.83
823725 WALKER 622 N TEMPLE AVE INDIANAPOLIS 46201 IN 1 66 32839.71
823729 WALKER 1531 WOODLAWN AVE INDIANAPOLIS 46203 IN 1 57.51162069 32840.83
823751 TURNER 1874 W 13TH ST JACKSONVILLE 32209 FL 1 80 41559.74
823753 JOHNSON 436 NACE AVE COLUMBUS 43223 OH 1 74.67623636 41071.93
823770 LEDFORD 344 W HWY 2570 DANDRIDGE 37725 TN 1 78.49781429 55420.23
823812 SMITH 248 LONGVIEW DRIVEAPT WILLIAMSTON 29697 SC 1 76.85827692 49936.55
823818 LOYD 4641 HIGHLAND BAPTIST CHU HILLSBORO 63050 MO 1 89.8364329 103765.83
823840 CHILDERS 4821 HICKORY AVE HAMMOND 46327 IN 1 74.84612346 30186.2
823851 MARKS 8192 STUDLEY RD MECHANICSVILLE 23116 VA 1 42.36952542 74944.79
823856 GRZESIK 6545 ELLSWORTH PL MERRILLVILLE 46410 IN 1 89.94824138 130386.86
823858 H DASILVA 6000 MARILYN DR ALEXANDRIA 22310 VA 2 79.91529882 45861.7
823883 JOHNSON 559 N DELTA ST GREENVILLE 38701 MS 1 75 31371.45
823890 WHEELER 1173 COUNTY RD 2210 N CARMI 62821 IL 1 80 31925.24
823897 WILLIAMSON 1037 CHANDLER RD GOODVIEW 24095 VA 1 77.67393077 100951.97
823912 NEAL 3675 GEORGE WASHINGTON DR ELLENWOOD 30049 GA 1 89.9679127 113318.77
823938 GUSTER 3315 AUBERT SAINT LOUIS 63115 MO 1 80 39988.17
823940 SAVAGE-EL 619 N LAKEWOOD AVE BALTIMORE 21205 MD 1 69.97505455 38458.45
823944 WILLIS 1542 KIRBY PARKWAY MEMPHIS 38120 TN 1 79.97952683 163872.78
I-A-17
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
823379 10.95 Fixed Rate 853.69 7/6/14 Single Family Owner occupied 100000 180
823387 10.7 Fixed Rate 401.7 6/30/19 Single Family Owner occupied 65000 240
823415 10.99 Fixed Rate 3437.54 7/6/14 Single Family Owner occupied 425000 180
823431 8.7 Fixed Rate 1490.76 7/16/14 Single Family Owner occupied 187000 180
823438 9.6 Fixed Rate 1143.74 7/27/14 Single Family Owner occupied 170000 180
823440 10.25 Fixed Rate 464.63 7/6/14 Single Family Owner occupied 61000 180
823459 10.25 Fixed Rate 627.27 8/2/14 Single Family Owner occupied 330000 180
823488 10.8 Fixed Rate 995.82 8/25/29 Single Family Owner occupied 125000 360
823492 13 Fixed Rate 676.99 8/6/29 Single Family Owner occupied 70000 360
823497 11 Fixed Rate 949.94 7/13/14 Single Family Owner occupied 133000 180
823501 8.99 Fixed Rate 435.88 7/14/14 Single Family Owner occupied 79000 180
823527 9.19 Fixed Rate 333.32 7/12/14 Single Family Owner occupied 50000 180
823538 11.45 Fixed Rate 683.63 7/21/14 Single Family Owner occupied 77000 180
823540 9.45 Fixed Rate 627.91 7/28/14 Single Family Owner occupied 210000 180
823543 10.8 Fixed Rate 474.62 7/12/14 Single Family Owner occupied 63300 180
823553 10.25 Fixed Rate 1087.96 7/15/14 Single Family Owner occupied 134900 180
823554 10.25 Fixed Rate 1298.45 7/13/14 Single Family Owner occupied 161000 180
823557 10.25 Fixed Rate 457.01 7/6/14 Single Family Owner occupied 60000 180
823564 11.2 Fixed Rate 618.4 7/23/14 Single Family Not Owner 80000 180
occupied
823586 9.74 Fixed Rate 557.97 7/13/14 Single Family Owner occupied 85000 180
823590 10.79 Fixed Rate 1153.76 7/23/14 Single Family Owner occupied 154000 180
823592 12 Fixed Rate 1323.82 8/12/29 Single Family Owner occupied 143000 360
823593 12.2 Fixed Rate 282.64 7/14/14 Single Family Owner occupied 72000 180
823612 10 Fixed Rate 482.66 7/13/29 Single Family Owner occupied 70500 360
823689 9.69 Fixed Rate 688.07 7/12/14 Single Family Owner occupied 129000 180
823696 10.5 Fixed Rate 921.33 7/6/29 Single Family Owner occupied 130000 360
823720 11.5 Fixed Rate 394.26 9/3/14 Single Family Not Owner 45000 180
occupied
823724 10.05 Fixed Rate 355.63 8/9/14 Single Family Not Owner 58000 180
occupied
823725 10.05 Fixed Rate 355.63 8/9/14 Single Family Not Owner 50000 180
occupied
823729 10.05 Fixed Rate 355.63 8/9/14 Single Family Not Owner 58000 180
occupied
823751 11.5 Fixed Rate 411.96 7/15/29 Single Family Not Owner 52000 360
occupied
823753 11.25 Fixed Rate 475.34 8/2/14 Single Family Owner occupied 55000 180
823770 10.24 Fixed Rate 501.4 7/19/14 Single Family Owner occupied 70000 180
823812 10.25 Fixed Rate 448.05 7/22/14 Single Family Owner occupied 69500 180
823818 10.2 Fixed Rate 927.64 7/30/14 Single Family Owner occupied 115500 180
823840 11.74 Fixed Rate 359.49 7/26/14 Single Family Not Owner 40500 180
occupied
823851 8.14 Fixed Rate 557.98 8/2/29 Single Family Owner occupied 177000 360
823856 12 Fixed Rate 1342.34 7/26/29 Single Family Owner occupied 145000 360
823858 12.8 Fixed Rate 500.53 7/27/14 Single Family Owner occupied 425000 180
823883 11.85 Fixed Rate 375.02 8/30/14 Single Family Owner occupied 42000 180
823890 10.35 Fixed Rate 350.76 9/13/14 Single Family Owner occupied 40000 180
823897 12.85 Fixed Rate 1105.43 8/2/14 Single Family Owner occupied 130000 180
823912 11 Fixed Rate 1079.93 8/4/29 Single Family Owner occupied 126000 360
823938 11.85 Fixed Rate 406.83 9/7/14 Single Family Owner occupied 50000 180
823940 11 Fixed Rate 366.64 7/29/14 Single Family Not Owner 55000 180
occupied
823944 12.5 Fixed Rate 1750.3 7/12/14 Multiple Family Not Owner 205000 180
occupied
I-A-17
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
823945 WILLIS 1544 KIRBY PKWY MEMPHIS 38120 TN 1 79.93683415 163783.43
823948 SAVAGE-EL 2607 LLEWELYN AVE BALTIMORE 21213 MD 1 63.91075 20353.08
823967 GIARDINI 13378 GAVIN RD DOVER 33527 FL 2 89.90124786 25238.3
823975 DAGOSTINO 9003 W PURDUE AVE PEORIA 85345 AZ 2 77.27715517 21918.65
824022 MARKS 2247 E 85TH ST CLEVELAND 44106 OH 1 69.5064058 47921.99
824025 BUTTS 913 AMBASSADOR ST CHARLOTTE 28208 NC 1 74.97948031 95171.01
824041 TANKER 31 SANDERSON ST N E ATLANTA 30307 GA 1 74.9400122 61425.89
824051 ORTIZ 564 CAROLINA ST GARY 46402 IN 1 89.5639 35737.24
824070 JAMES 1009 CORAL ST TAMPA 33602 FL 1 59.45364198 47933.19
824082 BELL 2635 BLYTH RD CLEVELAND 37323 TN 1 41.64351667 24979.05
824092 SHELTON 2150 N SHERWOOD FOREST 21 BATON ROUGE 70815 LA 1 79.97711429 83927.19
824096 SHELTON 2150 N SHERWOOD FOREST BLDG BATON ROUGE 70815 LA 1 79.97711429 83927.19
824110 MOORE 9341 OLD A1A SAINT AUGUSTINE 32086 FL 1 49.7661 298392.89
824114 NAPIER 54 UNION AVE BUCKEYE LAKE 43008 OH 1 89.96611413 33082.25
824115 SLONE 705 STONEWOOD DR SALEM 24153 VA 2 86.49035043 40850.03
824179 ONYEALI 1588 S IDALIA ST AURORA 80017 CO 1 79.90272903 123773.05
824194 FROST 2301 WINONA ST FLINT 48504 MI 1 59.85108108 22089.35
824204 KARRICK 1029 N GROVE VIRDEN 62690 IL 1 69.84069841 43948.76
824208 NEAL 267 WATER OAK DR DALLAS 30132 GA 2 99.97809701 26762.67
824227 STOREY 78 DELLINGER AVE GASTONIA 28054 NC 1 66.66666667 39969.75
824238 ECKEL 2065 RIVERLAND RD FORT LAUDERDALE 33312 FL 2 79.96689451 129898.03
824266 BROADWAY 9132 S GREENWOOD AVE CHICAGO 60619 IL 1 89.96075 71942.36
824273 RAY 4705 LACEY CT LOUISVILLE 40218 KY 2 84.09756604 24906.34
824276 MARESCA 6414 DOBSON RD MACON 31220 GA 1 84.97191818 93437.93
824278 CELIOUS 5315 W 5TH AVE LAKEWOOD 80226 CO 1 89.95369298 102520.4
824279 ALEXANDER 2910 OLIVER ST FORT WAYNE 46806 IN 1 90 53972.01
824292 ATKINSON III 7425 TALBOT COLONY DRIVE ATLANTA 30328 GA 2 73.51785 93956.28
824296 ALEXANDER 4134 BOWSER AVE FORT WAYNE 46806 IN 1 79.96461194 53552.38
824305 BASS 140 ELIZABETH DR GORDONSVILLE 38563 TN 1 89.95103125 115105.5
824309 HARDAWAY 7108 S EMERALD CHICAGO 60621 IL 1 79.98404 119927.36
824311 BARTON 1949 E 93RD STREET CHICAGO 60617 IL 1 81.6816125 65314.96
824329 CAMERON 1891 MARLBORO DR LEXINGTON 40505 KY 1 63.94836 47941.65
824351 DAVIS 5164 SEMINOLE DETROIT 48213 MI 1 74.979 37468.19
824362 CHRISTIAN JR 813 N BRADFORD ST BALTIMORE 21205 MD 1 66.66666667 25813.66
824365 CHRISTIAN JR 1776 E N AVE BALTIMORE 21205 MD 1 66.23376623 25317.26
824379 MCCLARTY 723 N PORT ST BALTIMORE 21205 MD 1 74.937525 29967.6
824400 LEDESMA 5221 EAGLE CAY MANOR POMPANO BEACH 33073 FL 2 89.98091795 19387.19
824414 LARKIN 4141 MASSACHUSSETTS ST GARY 46409 IN 1 74.9176 29967.04
824431 EDEH 3701 E 49TH STREET CLEVELAND 44101 OH 1 80 43185.42
824447 ANDERSON 1219 ALMOND TREE CT ORLANDO 32835 FL 2 89.97413725 29529.57
824454 BURT MARTIN 956 CAPTAIN SHREVE DR SHREVEPORT 71105 LA 2 89.95703529 19426.58
824484 ANAYA 570 NE 46TH ST FORT LAUDERDALE 33334 FL 1 89.91439521 75057.75
824498 POLK 10708 HULDA AVE CLEVELAND 44104 OH 1 89.8875 61047.32
824508 ANTOMMARIA 1901 KORANDO AVE SAINT LOUIS 63114 MO 1 79.97298684 60758.75
824520 CONNELLY 15103 ISLEVIEW DR CHESTERFIELD 63017 MO 1 74.91338614 151236.6
824532 CHAPMAN 1528 -1530 N 39TH ST MILWAUKEE 53208 WI 1 79.83986842 30215.62
I-A-18
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
823945 12.5 Fixed Rate 1750.3 7/12/14 Single Family Not Owner 205000 180
occupied
823948 10.2 Fixed Rate 222.81 7/29/14 Single Family Not Owner 34000 180
occupied
823967 13.3 Fixed Rate 326.4 7/19/14 Single Family Owner occupied 117000 180
823975 12.9 Fixed Rate 276.91 8/2/14 Single Family Owner occupied 116000 180
824022 10.7 Fixed Rate 446.27 7/19/14 Single Family Not Owner 69000 180
occupied
824025 12.2 Fixed Rate 994.44 7/27/29 Multiple Family Not Owner 127000 360
occupied
824041 10.49 Fixed Rate 562.1 7/17/14 Single Family Owner occupied 82000 180
824051 10 Fixed Rate 386.86 7/19/14 Multiple Family Owner occupied 40000 180
824070 11.3 Fixed Rate 677.74 7/19/09 Single Family Owner occupied 81000 120
824082 12.15 Fixed Rate 260.04 7/21/14 Single Family Owner occupied 60000 180
824092 12 Fixed Rate 864.03 7/27/14 Multiple Family Owner occupied 105000 180
824096 12 Fixed Rate 864.03 7/27/14 Multiple Family Not Owner 105000 180
occupied
824110 7.99 Fixed Rate 2191.87 7/19/14 Single Family Owner occupied 600000 180
824114 10.75 Fixed Rate 309.17 7/29/14 Single Family Owner occupied 42000 180
824115 13 Fixed Rate 518.75 8/4/14 Single Family Owner occupied 234000 180
824179 8.5 Fixed Rate 953.45 7/26/29 Single Family Owner occupied 155000 360
824194 9.69 Fixed Rate 234.37 8/2/14 Single Family Owner occupied 37000 180
824204 11.15 Fixed Rate 459.71 7/23/19 Single Family Owner occupied 63000 240
824208 11.99 Fixed Rate 275.46 7/21/14 Single Family Owner occupied 134000 180
824227 10.75 Fixed Rate 373.39 8/25/14 Single Family Owner occupied 60000 180
824238 12.45 Fixed Rate 1382.39 7/23/14 Single Family Owner occupied 455000 180
824266 10.95 Fixed Rate 682.95 8/10/14 Single Family Owner occupied 80000 180
824273 12.75 Fixed Rate 312.21 8/3/14 Single Family Owner occupied 106000 180
824276 11.35 Fixed Rate 915.24 8/20/14 Single Family Owner occupied 112000 180
824278 12.5 Fixed Rate 1095.01 7/26/29 Single Family Owner occupied 114000 360
824279 9.25 Fixed Rate 444.24 9/1/14 Single Family Owner occupied 60000 180
824292 12.95 Fixed Rate 1036.16 8/30/14 Single Family Owner occupied 360000 180
824296 10 Fixed Rate 470.38 8/27/14 Single Family Not Owner 67000 180
occupied
824305 12.25 Fixed Rate 1207.18 7/30/14 Single Family Owner occupied 128000 180
824309 13.6 Fixed Rate 1383.94 7/30/29 Multiple Family Owner occupied 150000 360
824311 9.99 Fixed Rate 574.33 8/4/14 Single Family Owner occupied 80000 180
824329 10.45 Fixed Rate 437.28 7/23/14 Single Family Owner occupied 75000 180
824351 12.1 Fixed Rate 388.62 7/30/29 Multiple Family Not Owner 50000 360
occupied
824362 10.2 Fixed Rate 282.59 7/30/14 Single Family Not Owner 39500 180
occupied
824365 10.2 Fixed Rate 277.15 7/30/14 Single Family Not Owner 39000 180
occupied
824379 11 Fixed Rate 285.7 7/29/14 Single Family Not Owner 45000 180
occupied
824400 12.5 Fixed Rate 240.34 7/26/14 Single Family Owner occupied 195000 180
824414 8.99 Fixed Rate 241.17 8/6/14 Single Family Owner occupied 40000 180
824431 11.25 Fixed Rate 419.58 9/22/29 Multiple Family Not Owner 54000 360
occupied
824447 13.3 Fixed Rate 381.51 7/30/14 Single Family Owner occupied 204000 180
824454 12.7 Fixed Rate 242.89 8/3/14 Single Family Owner occupied 85000 180
824484 12.2 Fixed Rate 784.07 8/5/29 Single Family Owner occupied 84000 360
824498 10.5 Fixed Rate 611.01 8/9/19 Single Family Owner occupied 68000 240
824508 11.25 Fixed Rate 590.53 8/9/29 Single Family Owner occupied 76000 360
824520 8.75 Fixed Rate 1191.85 7/22/29 Single Family Owner occupied 230000 360
824532 12 Fixed Rate 364.85 7/28/14 Single Family Not Owner 38000 180
occupied
I-A-18
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
824533 RICE 518 KIRBY ST SHREVEPORT 71104 LA 1 59.97832 44950.77
824536 WATSON 10428 LORD DR SAINT LOUIS 63136 MO 1 79.94974468 37564.4
824537 CELLANA 5719 BAYOU GRANDE BLVD NE SAINT PETERSBURG 33703 FL 2 89.78547079 36472.86
824552 MILLER 131 E GRAND AVE LIMA 45801 OH 1 74.79618519 20167.37
824556 VECKINBURG 1432 DRUID RD CLEARWATER 34615 FL 1 85 114676.3
824573 KOVACH 626 -628 12TH AVE MUNHALL 15120 PA 1 68.97227273 37919.37
824591 ENECHUKWU 6231 E 127TH ST GRANDVIEW 64030 MO 1 84.79961111 30455.1
824627 COLEMAN 247 S HIGHLAND AVE BALTIMORE 21224 MD 1 79.9682 39968.06
824651 MCHONE 107 BRUSHWOOD CT BEREA 40403 KY 2 73.77847692 19911.62
824654 OMAR 4399 SHARON DETROIT 48210 MI 1 74.97176744 32225.61
824659 MCDANIEL 2680 HOLLY ST DENVER 80207 CO 1 68.96071333 103381.71
824673 SANDERS 8041 -8043 CHALFONTE DETROIT 48238 MI 1 79.8547619 33530.66
824677 ELLET 36 POND VIEW DR RICHBORO 18954 PA 1 73.17073171 179812.64
824695 HENRY 313 STUART AVE FAYETTEVILLE 28301 NC 1 79.81567742 24685.22
824719 BROOKS 5705 HAMPTON CT ATLANTA 30349 GA 1 90 76765.67
824720 BERNSTEIN 8109 S KINGSTON AVE CHICAGO 60015 IL 1 79.17525773 38375.34
824722 COOK 1819 MAGNOLIA DR FORT MYERS 33917 FL 1 79.962675 63909.69
824729 CHAPMAN 408 E CUMBERLAND AVE JAMESTOWN 42629 KY 1 79.9726875 38373.66
824737 CASSIDY 108 PRIMROSE WAY MOUNT STERLING 40353 KY 2 89.86964286 23543.67
824760 BASS 407 E 60TH DR MERRILLVILLE 46410 IN 1 89.9679206 47558.61
824779 SYLVAN 4333 E MARIBEL CT BATON ROUGE 70812 LA 1 84.968 66224.44
824784 POLLARD 239 MILL ST BOWDON 30108 GA 1 75 36215.76
824808 GOODMAN 19361 WINSTON ST DETROIT 48219 MI 1 74.9841625 59974.52
824819 BARNARD 3575 N INGLESIDE DR NORFOLK 23502 VA 1 82 40988.14
824838 GUILLEN 3011 CRABAPPLE LN HOBART 46342 IN 1 84.79434375 108271.83
824855 STEWART 1010 GIBSON PL GRAND RAPIDS 49507 MI 1 88.63471111 39871.11
824869 GUZMAN 509 S BROOKFIELD SOUTH BEND 46619 IN 1 89.92592857 37774.35
824872 MCGUIRE 1715 LEE ST DECATUR 30032 GA 1 80 71953.76
824875 GUICE 2365 VIRGINIA ST GARY 46402 IN 1 79.81567213 24287.07
824886 FIELDS 12421 IMPERIAL CLEVELAND 44120 OH 1 75 56213.87
824892 MOJICA 5630 CABOT DETROIT 48210 MI 1 80 27946.3
824909 ROGERS 2676 MASSACHUSETTS AVE ROANOKE 24017 VA 1 79.97580055 34954.74
824916 BRAMLETT 245 PINE RIDGE RD BOGART 30622 GA 1 49.45151579 46978.94
824917 BALONEK 3156 STICKNEY AVE TOLEDO 43608 OH 1 74.94268889 33711.24
824919 BLACK 512 S KENTUCKY SOUTH BEND 46619 IN 1 79.96529412 40767.43
824944 KISNER 117 SWEETHOME RD BELZONI 39038 MS 1 74.97732 37488.66
824948 HUTCHINSON 6009 PEPCO CT WOODBRIDGE 22193 VA 1 79.50472917 152572.72
824954 BARBER 1330 GLYNDON AVE BALTIMORE 21223 MD 1 79.97037895 37959.83
824957 BARBER 1333 GLYNDON AVE BALTIMORE 21223 MD 1 80 39159.83
824967 MORRIS 806 N 35TH ST RICHMOND 23223 VA 1 36.50107317 29861.16
824968 HOPPER 249 S SEFFNER AVE MARION 43302 OH 1 77.80210667 58201.99
824987 RAINES 125 S BROADWAY PO BOX 98 LOVELACEVILLE 42060 KY 1 80 59930.23
825023 GARCIA 8825 OAK CIR TAMPA 33615 FL 1 90 80975.51
825039 PERRY 5858 N SHERIDAN #208 CHICAGO 60660 IL 1 90 42185.68
825062 HAMPTON 18492 PREVOST DETROIT 48235 MI 1 69.7569 34878.45
I-A-19
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
824533 10.94 Fixed Rate 426.51 7/29/29 Single Family Owner occupied 75000 360
824536 11.6 Fixed Rate 375.22 7/30/14 Single Family Owner occupied 47000 180
824537 12.5 Fixed Rate 538.44 8/4/09 Single Family Owner occupied 145500 120
824552 11.85 Fixed Rate 241.08 8/11/14 Single Family Owner occupied 27000 180
824556 11.5 Fixed Rate 1136.36 8/23/14 Single Family Owner occupied 135000 180
824573 10.45 Fixed Rate 345.73 8/19/29 Multiple Family Not Owner 60000 360
occupied
824591 10.25 Fixed Rate 333.52 8/12/14 Single Family Owner occupied 39000 180
824627 10.5 Fixed Rate 365.9 8/10/14 Single Family Owner occupied 50000 180
824651 11 Fixed Rate 227.32 8/10/14 Single Family Owner occupied 65000 180
824654 10.75 Fixed Rate 301.05 8/2/14 Single Family Owner occupied 43000 180
824659 8.8 Fixed Rate 817.93 8/4/29 Single Family Owner occupied 150000 360
824673 13 Fixed Rate 371.68 8/13/14 Multiple Family Not Owner 42000 180
occupied
824677 9.25 Fixed Rate 1480.82 8/10/14 Single Family Owner occupied 246000 180
824695 10.5 Fixed Rate 274.14 8/9/14 Single Family Not Owner 31000 180
occupied
824719 11.5 Fixed Rate 760.69 8/30/29 Single Family Owner occupied 86000 360
824720 11.5 Fixed Rate 380.27 8/16/14 Single Family Not Owner 56000 180
occupied
824722 9.75 Fixed Rate 549.86 7/30/14 Single Family Owner occupied 80000 180
824729 11.2 Fixed Rate 371.51 8/18/29 Single Family Owner occupied 48000 360
824737 12.2 Fixed Rate 286.16 9/3/14 Single Family Owner occupied 112000 180
824760 11 Fixed Rate 453.4 7/30/29 Single Family Owner occupied 60000 360
824779 10.75 Fixed Rate 618.9 7/29/14 Single Family Owner occupied 78000 180
824784 11.1 Fixed Rate 415.72 8/25/14 Single Family Owner occupied 48500 180
824808 13.35 Fixed Rate 680.17 8/9/14 Single Family Owner occupied 80000 180
824819 11.95 Fixed Rate 420.15 9/3/14 Single Family Owner occupied 50000 180
824838 9.99 Fixed Rate 1168.5 8/10/14 Single Family Owner occupied 128000 180
824855 10.95 Fixed Rate 378.47 8/4/14 Single Family Owner occupied 45000 180
824869 11.25 Fixed Rate 367.14 8/6/14 Single Family Owner occupied 42000 180
824872 11.5 Fixed Rate 713.01 8/20/14 Single Family Not Owner 90000 180
occupied
824875 10.5 Fixed Rate 269.72 8/12/14 Single Family Owner occupied 35000 180
824886 11.5 Fixed Rate 557.04 8/3/14 Multiple Family Not Owner 76000 180
occupied
824892 12.45 Fixed Rate 344.2 9/1/14 Single Family Owner occupied 35000 180
824909 11.75 Fixed Rate 353.05 8/17/14 Single Family Owner occupied 44000 180
824916 9.94 Fixed Rate 410.38 9/7/29 Single Family Owner occupied 95000 360
824917 10.74 Fixed Rate 314.8 7/27/14 Single Family Not Owner 45000 180
occupied
824919 10.95 Fixed Rate 387.01 8/3/14 Single Family Owner occupied 51000 180
824944 11.75 Fixed Rate 378.53 9/8/29 Single Family Not Owner 50000 360
occupied
824948 9.5 Fixed Rate 1284.83 7/30/14 Single Family Owner occupied 192000 180
824954 11.24 Fixed Rate 368.79 7/30/14 Single Family Not Owner 47500 180
occupied
824957 11.24 Fixed Rate 380.44 7/30/14 Single Family Owner occupied 49000 180
824967 10.5 Fixed Rate 331.62 8/5/14 Single Family Owner occupied 82000 180
824968 9.45 Fixed Rate 609.11 8/2/14 Single Family Owner occupied 75000 180
824987 10.95 Fixed Rate 617.27 9/7/19 Single Family Owner occupied 75000 240
825023 11.75 Fixed Rate 817.62 9/1/14 Single Family Owner occupied 90000 180
825039 11.99 Fixed Rate 433.85 8/30/29 Single Family Owner occupied 48000 360
825062 13.35 Fixed Rate 396.77 8/18/14 Single Family Owner occupied 50000 180
I-A-19
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
825066 THOMPSON 2836 JEFFERSON AVENUE BATON ROUGE 70802 LA 1 89.96755319 42269.36
PATTON
825067 JEWKES 699 W 1800 N OREM 84057 UT 2 84.95460145 31174.07
825068 ARMSTRONG 153 S 1000 E OREM 84097 UT 1 79.96988542 76741.92
825071 WIMBISH 5551 WINTERSET PL COLORADO SPRINGS 80918 CO 1 79.95252364 219737.94
825074 HARDISON 18181 HAMILTON HIGHLAND PARK 48203 MI 1 70 262376.23
825097 JUAREZ 1618 S KENDALL STREET SOUTH BEND 46613 IN 1 74.81904762 31347.37
825107 WRIGHT 4601 MANNASOTA AVE BALTIMORE 21206 MD 1 85 75589.61
825133 GROSS 1330 ARMORY DR JACKSON 41339 KY 1 90 35976.89
825141 HEATH 36909 E TRUMAN RD OAK GROVE 64075 MO 1 89.96961584 306691.81
825158 WILLIAMS JR 122 DUDLEY ST FLEMINGSBURG 41041 KY 1 79.97632727 43973.83
825174 GRAHAM 423 N LINCOLN AVE BARNESVILLE 43713 OH 1 74.95894667 56188.19
825185 KNOX 1406 S HACKLEY MUNCIE 47305 IN 1 89.94096842 42721.96
825231 ISSACS 1272 GOLDEN GATE PARK LEXINGTON 40517 KY 1 84.96034286 59444.25
825283 STEVENSON 666 SHROPSHIRE AVE LEXINGTON 40508 KY 1 46.94211765 19900.4
825332 HIGGINS 114 CITRUS AVE DUNEDIN 34698 FL 2 89.99039655 38832.6
825345 PEEPLES 508 A HUNTER ST GAINESVILLE 30501 GA 1 79.9712 51962.52
825361 SHUPINSKY 1309 HOYT AVE INDIANAPOLIS 46203 IN 1 74.96103571 41956.19
825362 WILLIAMS 1876 RICHTREE RD COLUMBUS 43219 OH 1 80 103907.61
825367 RUSSELL 606 W WITHERBEE ST FLINT 48503 MI 1 79.97116 39971.03
825379 ARMSTRONG 3721 ORCHARD AVE INDIANAPOLIS 46218 IN 1 89.81017143 31366.51
825383 W STEVENSON 3015 STARTOWN RD NEWTON 28658 NC 2 85 23104.1
825386 GLENN 8307 DESOTO DETROIT 48238 MI 1 79.83986667 23903.44
825390 WALTERS 211 SAINT REGIS DR PENSACOLA 32505 FL 1 79.81483636 43795.43
825396 EICK 7463 NIELSON ST BROOKSVILLE 34613 FL 1 69.85654545 26838.99
825405 ARMSTRONG 13413 COATH AVE CLEVELAND 44120 OH 1 45.00023529 22899.77
825418 FAHEY 762 MOUNTAIN MEADOW DR BOULDER 80302 CO 1 42.52493009 139813.41
825419 SHAFFER 3442 OSAGE ST DENVER 80211 CO 1 60.85385778 136841.78
825442 ALUISY 2142 FIRST AVE N SAINT PETERSBURG 33710 FL 1 80 71962.95
825453 FLOWERS 3420 -3422 N 4TH ST MILWAUKEE 53212 WI 1 75 32863.94
825482 SHIELDS 1111 ASHLAND DR STATHAM 30666 GA 1 84.97129936 133359.46
825494 EPPS 2060 ALTON RD CLEVELAND 44112 OH 1 49.89703846 38838.6
825502 CEASAR 1206 TRANSMITTER RD PANAMA CITY 32404 FL 1 75 35985.54
825520 DENMARK 565 KENWOOD AVE DAYTON 45406 OH 1 80 67972.69
825558 MCFARLEN 479 REED ST KALAMAZOO 49001 MI 1 69.90430318 28581.64
MCFARL
825603 UPCHURCH 7335 NEW LIBERTY CHURCH R KEVIL 42053 KY 1 84.97285217 48843.63
825606 BURGESS 507 OLD LEMONS MILL ROAD GEORGETOWN 40324 KY 1 79.30011111 35671
825623 KEENE 833 FRONTAGE RD LEBANON 24226 VA 1 80 97564.82
825677 JACKSON 25253 DONALD REDFORD TOWNSHIP 48239 MI 1 84.96969032 131655.61
825685 MCINTOSH 1909 WINDSOR LN FLINT 48507 MI 1 71.96981333 53954.53
825699 BREWER 5435 SHERIDAN DETROIT 48213 MI 1 70 38472.43
825709 TOBEY 291 FERNDALE DR SPARTANBURG 29316 SC 1 26.31578947 24890.37
825734 WHITMORE 3715 N 2ND ST MILWAUKEE 53212 WI 1 80 27938.42
825740 BELL 1300 TERRY ST NEW ORLEANS 70114 LA 1 45.35363636 29866.2
825765 WASHINGTON\ 10141 EARL DR SAINT LOUIS 63136 MO 1 80 31935.03
WATS
I-A-20
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
825066 10.95 Fixed Rate 401.24 8/25/14 Single Family Owner occupied 47000 180
825067 12 Fixed Rate 375.65 8/11/14 Single Family Owner occupied 138000 180
825068 10.75 Fixed Rate 716.91 8/12/29 Single Family Not Owner 96000 360
occupied
825071 8.6 Fixed Rate 1707.23 8/13/29 Single Family Owner occupied 275000 360
825074 9.7 Fixed Rate 2245.65 9/17/14 Single Family Owner occupied 375000 180
825097 10 Fixed Rate 338.5 8/24/14 Single Family Not Owner 42000 180
occupied
825107 10.5 Fixed Rate 692 8/25/14 Single Family Owner occupied 116400 180
825133 11.5 Fixed Rate 356.5 8/23/29 Single Family Owner occupied 40000 360
825141 11.25 Fixed Rate 2980.8 8/13/14 Single Family Owner occupied 341000 180
825158 11.85 Fixed Rate 447.52 8/4/14 Single Family Owner occupied 55000 180
825174 8.99 Fixed Rate 452.2 8/5/14 Single Family Owner occupied 75000 180
825185 11.45 Fixed Rate 421.72 8/5/14 Single Family Owner occupied 48500 180
825231 9.75 Fixed Rate 511.2 8/18/14 Single Family Owner occupied 70000 180
825283 9.7 Fixed Rate 211.27 8/13/14 Single Family Not Owner 42500 180
occupied
825332 11.99 Fixed Rate 399.37 8/23/14 Single Family Owner occupied 116000 180
825345 10.99 Fixed Rate 494.82 8/27/29 Multiple Family Owner occupied 65000 360
825361 9.24 Fixed Rate 345.22 8/23/29 Single Family Owner occupied 56000 360
825362 10 Fixed Rate 912.67 8/11/29 Single Family Owner occupied 130000 360
825367 10.95 Fixed Rate 379.42 8/11/14 Single Family Owner occupied 50000 180
825379 11.45 Fixed Rate 366.98 8/9/14 Multiple Family Owner occupied 35000 180
825383 12.1 Fixed Rate 279.33 9/7/14 Single Family Owner occupied 95000 180
825386 12 Fixed Rate 288.04 8/30/14 Single Family Not Owner 30000 180
occupied
825390 10.45 Fixed Rate 485.01 8/17/14 Single Family Owner occupied 55000 180
825396 11.75 Fixed Rate 319.12 8/11/14 Single Family Owner occupied 38500 180
825405 11.15 Fixed Rate 263.59 8/30/14 Single Family Owner occupied 51000 180
825418 8.05 Fixed Rate 1032.15 8/18/29 Single Family Owner occupied 329000 360
825419 8.75 Fixed Rate 1077.78 8/24/14 Multiple Family Owner occupied 225000 180
825442 12.5 Fixed Rate 768.43 8/13/14 Multiple Family Not Owner 90000 180
occupied
825453 11.74 Fixed Rate 390.55 8/12/14 Multiple Family Not Owner 44000 180
occupied
825482 11.25 Fixed Rate 1296.15 8/27/29 Single Family Not Owner 157000 360
occupied
825494 11.7 Fixed Rate 460.56 8/18/14 Single Family Owner occupied 78000 180
825502 10.45 Fixed Rate 327.96 9/16/14 Single Family Owner occupied 48000 180
825520 10.45 Fixed Rate 619.48 9/1/14 Single Family Owner occupied 85000 180
825558 11.5 Fixed Rate 283.22 8/17/14 Multiple Family Not Owner 41000 180
occupied
825603 11.5 Fixed Rate 484 8/17/29 Single Family Owner occupied 61500 360
825606 10.59 Fixed Rate 328.97 8/26/29 Single Family Owner occupied 45000 360
825623 10.95 Fixed Rate 925.78 9/3/14 Single Family Owner occupied 122000 180
825677 11 Fixed Rate 1254.69 8/16/29 Single Family Owner occupied 155000 360
825685 10.25 Fixed Rate 483.89 8/16/14 Single Family Owner occupied 75000 180
825699 11 Fixed Rate 366.64 8/20/14 Single Family Not Owner 55000 180
occupied
825709 11.85 Fixed Rate 356.51 9/14/09 Single Family Owner occupied 95000 120
825734 11 Fixed Rate 318.25 9/13/14 Multiple Family Owner occupied 35000 180
825740 10.9 Fixed Rate 339.1 8/23/14 Single Family Owner occupied 66000 180
825765 11.85 Fixed Rate 380.97 9/1/14 Single Family Owner occupied 41500 180
I-A-20
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
825779 ORME 4155 MCCORMICK RD MOUNT STERLING 40353 KY 1 84.95949655 123132.06
825784 MANZI 707 SUNKEN MEADOW LN JACKSONVILLE 32218 FL 1 90 123253.08
825800 MAY 112 FIELDSTONE WAY WINCHESTER 40391 KY 2 99.96358462 38857.21
825804 ANDERSON 6 EMS B 60 B LN WARSAW 46580 IN 1 90 34626.5
825835 DALBY 3724 VIKING BLVD SPRINGFIELD 62707 IL 1 89.96961145 113768.26
825883 EWELL 535 E 700 S MOUNT PLEASANT 84647 UT 1 90 88170.23
825956 BESKO 528 E GREENLAWN LANSING 48906 MI 1 84.96602532 67097.55
825958 THORNTON JR 604 W VINE STREET MOUNT VERNON 43050 OH 1 89.94822222 80906.45
825965 MARTIN 8912 HILLVIEW AVE SAINT LOUIS 63136 MO 1 79.97386792 42372.17
825968 MARTIN 5216 WREN AVE SAINT LOUIS 63120 MO 1 74.839625 23896.88
826006 CLARK 328 W BROADWELL STREET ALBION 49224 MI 1 79.97444444 35976.89
826008 STEPHENS 464 SANFORD DR NICHOLSON 30565 GA 1 80 44766.12
826009 CLARK 112 W WALNUT ST ALBION 49224 MI 1 79.83212308 25890.35
826053 CAMPBELL 13741 SYRACUSE HAMTRAMCK 48212 MI 1 64.8636 25890.35
826121 TYSON 6016 SE WALKERS CAY CT STUART 34997 FL 1 74.95493571 104873.37
826124 CLUTE 3735 ALOHA DR SARASOTA 34232 FL 1 89.96790361 74646.48
826132 GAVINSKI 329 GRANDVIEW AVE MENASHA 54952 WI 1 80 39587.48
826135 SMITH 335 BURNHAM LOWELL 46356 IN 1 75 89960.1
826138 THOMAS 1623 INDIANA AVE TOLEDO 43607 OH 1 66.66666667 19958.62
826172 EDWARDS 911 CEDAR TRACE LILBURN 30247 GA 1 84.96694146 174113.86
826176 TRUELOVE 349 BELLEVIEW DR CLEVELAND 37323 TN 1 74.98416901 53227.39
826190 CARGLE 2100 WILSON ST CHATTANOOGA 37404 TN 1 80 55180.95
826216 CEPHAS 8 W WASHINGTON STREET HIGHLAND SPRINGS 23075 VA 1 84.96232558 73034.93
826218 EDWARDS 916 BIRMINGHAM ST BIRMINGHAM 35217 AL 1 89.7974 58235.45
826246 WARD 216 CHERRY ST COMO 38619 MS 1 80 23948.92
826287 EHRLICH 14 CENTENNIAL CT DEERFIELD BEACH 33442 FL 2 85 30229.69
826307 MAHAFFEY 4621 S NORFOLK WAY AURORA 80015 CO 1 80 117856.52
826327 HANSON 8449 PERRIN AVE WESTLAND 48185 MI 1 69.23076923 89955.64
826343 DEATON 1641 THALL DR HAMILTON 45013 OH 1 80 235850.08
826371 STEWART 4334 RUE DE VALEUR BAKER 70714 LA 1 80 130294.78
BOYKIN
826393 TINSLEY 820 CEDARWOOD DR PITTSBURGH 15235 PA 1 79.96609524 83928.5
826443 LARMAN 637 W MT MORRIS ST MOUNT MORRIS 48458 MI 1 74.9702 33723.07
826500 FOUST 322 W 26TH ST MARION 46953 IN 1 71.80851064 33674.73
826544 GALATI 8857 JENNINGS RD SAINT LOUIS 63136 MO 1 38.46153846 19952.84
826571 BERARD 205 WAKEFIELD DR LOCUST GROVE 22508 VA 2 87.23708333 59969.82
826575 WASHINGTON 10116 EARL DR SAINT LOUIS 63136 MO 1 80 31933.16
826614 WHITE 425 FLAT RD CAMPTON 41301 KY 1 90 69024.43
826633 OTUYELU 643 ORLEANS PL N E WASHINGTON 20002 DC 1 90 125909.73
826671 JORDAN 19882 LOXAHATCHEE POINTE D JUPITER 33458 FL 1 72.95286585 298307.56
826673 PAULSON 44465 HWY 72 WARD 80481 CO 2 89.99422222 80321.3
826686 SHIELDS 21 W STEPHENS ST WINDER 30680 GA 1 39.97787368 37957.8
826691 SMITH 1212 DEBBIE DRIVE MONROE 28112 NC 1 85 64548.44
826746 KIRK 1028 KARL ST WARREN 44485 OH 1 75 37467.39
826761 PRINTUP 1023 GEERS AVE COLUMBUS 43206 OH 1 90 33222.92
826762 HUGUELY 314 SMITH ST DAYTON 45408 OH 1 85 24537.48
I-A-21
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
825779 9.65 Fixed Rate 1049.87 8/18/29 Single Family Owner occupied 145000 360
825784 10.7 Fixed Rate 1146.35 9/2/29 Single Family Owner occupied 137000 360
825800 12.99 Fixed Rate 493.19 8/16/14 Single Family Owner occupied 195000 180
825804 11.25 Fixed Rate 336.54 8/24/14 Single Family Owner occupied 40000 180
825835 11.25 Fixed Rate 1105.74 8/27/14 Single Family Owner occupied 126495 180
825883 11.25 Fixed Rate 856.65 9/13/29 Single Family Owner occupied 98000 360
825956 10.6 Fixed Rate 619.27 8/30/29 Single Family Owner occupied 79000 360
825958 8.75 Fixed Rate 637.23 8/16/29 Single Family Owner occupied 90000 360
825965 11.4 Fixed Rate 416.65 8/26/14 Single Family Owner occupied 53000 180
825968 11.3 Fixed Rate 277.32 8/26/14 Single Family Not Owner 32000 180
occupied
826006 11.5 Fixed Rate 356.5 8/27/14 Single Family Not Owner 45000 180
occupied
826008 10.75 Fixed Rate 418.2 8/27/29 Single Family Not Owner 56000 360
occupied
826009 11.5 Fixed Rate 303.73 8/27/14 Single Family Not Owner 37000 180
occupied
826053 11.5 Fixed Rate 303.73 8/19/14 Single Family Owner occupied 40000 180
826121 8.54 Fixed Rate 810.34 8/23/14 Single Family Owner occupied 140000 180
826124 11 Fixed Rate 711.39 8/18/29 Single Family Owner occupied 84000 360
826132 11.55 Fixed Rate 393.67 9/7/14 Single Family Not Owner 49500 180
occupied
826135 9.99 Fixed Rate 789.15 9/16/14 Single Family Owner occupied 120000 180
826138 11.65 Fixed Rate 235.55 9/2/14 Single Family Not Owner 30000 180
occupied
826172 10.6 Fixed Rate 1606.98 8/25/14 Single Family Owner occupied 205000 180
826176 13.35 Fixed Rate 603.65 8/27/14 Single Family Owner occupied 71000 180
826190 11.15 Fixed Rate 531.95 9/17/14 Single Family Owner occupied 69000 180
826216 9.99 Fixed Rate 640.96 8/30/14 Single Family Owner occupied 86000 180
826218 10.75 Fixed Rate 655.75 8/30/14 Single Family Owner occupied 65000 180
826246 11.35 Fixed Rate 278.08 9/8/14 Single Family Not Owner 30000 180
occupied
826287 12.59 Fixed Rate 375.07 9/3/14 Single Family Owner occupied 101500 180
826307 8.5 Fixed Rate 907.32 8/25/29 Single Family Owner occupied 147500 360
826327 9.49 Fixed Rate 756.11 9/1/14 Single Family Owner occupied 130000 180
826343 11.55 Fixed Rate 2346.1 8/23/14 Single Family Owner occupied 295000 180
826371 10.45 Fixed Rate 1187.95 8/30/14 Single Family Owner occupied 163000 180
826393 10.2 Fixed Rate 749.6 8/30/14 Single Family Owner occupied 105000 180
826443 10.5 Fixed Rate 308.72 8/30/14 Multiple Family Not Owner 45000 180
occupied
826500 10.85 Fixed Rate 380.43 9/9/14 Single Family Not Owner 47000 180
occupied
826544 10.25 Fixed Rate 217.99 9/20/14 Single Family Owner occupied 52000 180
826571 12.6 Fixed Rate 645.01 8/25/14 Single Family Owner occupied 240000 180
826575 11.55 Fixed Rate 374.84 9/1/14 Single Family Not Owner 40500 180
occupied
826614 10.9 Fixed Rate 652.6 8/30/14 Single Family Owner occupied 76750 180
826633 11 Fixed Rate 1199.93 8/30/29 Single Family Owner occupied 140000 360
826671 8.99 Fixed Rate 3040 8/30/14 Single Family Owner occupied 410000 180
826673 10.9 Fixed Rate 909.91 9/17/14 Single Family Owner occupied 225000 180
826686 8.94 Fixed Rate 304.12 8/27/29 Single Family Owner occupied 95000 360
826691 10.5 Fixed Rate 590.92 8/30/14 Single Family Owner occupied 76000 180
826746 10.1 Fixed Rate 331.86 8/30/14 Single Family Owner occupied 50000 180
826761 10.45 Fixed Rate 367.07 9/2/14 Single Family Owner occupied 71000 180
826762 10.65 Fixed Rate 274.78 8/30/14 Single Family Not Owner 29000 180
occupied
I-A-21
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
826873 JOHNSON 10524 GLENMAR CT GLEN ALLEN 23060 VA 2 84.48853755 19959.2
826896 HOLT 123 E 5TH ST JACKSONVILLE 32206 FL 1 85 67972.33
826910 DAVIS 1835 CANTERBURY RD MACON 31204 GA 1 85 54800.7
826912 KOHLENBERG 2032 FAIRFAX ROAD TOLEDO 43613 OH 1 80 47982.88
826922 SMITH 6121 DARDEN CT CHARLOTTE 28211 NC 1 66.94915254 78954.45
826927 BASCO 18 GRAND PAW DR PINEVILLE 71360 LA 1 85 62030.61
COUTEE
826963 BUTLER 3130 ENGLEWOOD INDEPENDENCE 64052 MO 1 75 43389.13
827008 GEBHART 2801 NE 59TH CT FORT LAUDERDALE 33308 FL 1 84.89851626 208598.46
827018 HERRING 766 THAN SKINNER RD WINDER 30680 GA 1 88.88888889 71833.34
827036 WATSON 115 DEER RUN RD ELLENWOOD 30294 GA 1 89.95975238 94415.13
827052 KISNER 117 -A SWEETHOME RD BELZONI 39038 MS 1 89.975375 43188.18
827054 PORTER 5700 ST LOUIS AVE SAINT LOUIS 63120 MO 1 89.96382927 36871.11
827073 MILLETT 6548 WHITNEY AVE SAINT LOUIS 63133 MO 1 83.59375 53482.9
827074 MARKS 17070 EDWARDS SOUTHFIELD 48076 MI 1 80 111955.49
827140 STURGILL 347 POPLAR ST BENHAM 40807 KY 1 80 51949.72
827166 WRIGHT 18653 HUBBELL DETROIT 48235 MI 1 79.41176471 80969.17
827171 THATCHER 2239 OLDS STREET SANDUSKY 44870 OH 1 90 45881.56
827197 PENNEY 2730 HIGHWAY 257 DUBLIN 31021 GA 1 68.78306878 64964.42
827206 FOSTER 626 S 13TH AVENUE MAYWOOD 60153 IL 1 67.1641791 44979.01
827211 READ 1396 PENINSULA TRACE LAWRENCEVILLE 30044 GA 2 89.93535833 22159.43
827235 ELKINS 1756 ELM RD NE WARREN 44483 OH 1 90 112462.44
827281 HANNAWI 7537 BINGHAM DEARBORN 48126 MI 1 85 186940.24
827355 GETTRIDGE\ 39 EUGENIE CT NEW ORLEANS 70131 LA 1 80 116734.3
DECQU
827364 DAVID 1514 MCCULLOH ST BALTIMORE 21217 MD 1 75 46482.11
827475 RUIZ 7420 NW 38TH CT FORT LAUDERDALE 33319 FL 1 87.65077931 127093.63
827491 TORRES 5526 CROSSRAIL CT BURKE 22015 VA 1 89.95499557 101559.19
827515 NAPPER 1973 DUNNING RD COLUMBUS 43219 OH 1 90 60274.71
827517 EZZELL 2236 DAHLIA ST DENVER 80207 CO 2 90 49333.52
827526 GLASSBURN 960 SCOTT SCHOOL RD VINTON 45686 OH 1 90 58472.7
827538 RICH 1416 E IRISH LN LITTLETON 80122 CO 1 75 172407.73
827552 BROWN 2939 BURLINGGAME DETROIT 48206 MI 1 70 43380.8
827586 CECIL 258 OSAGE CT LEXINGTON 40509 KY 1 80 30262.39
827716 BISHOP 5076 LORRAINE PL FOREST PARK 30297 GA 1 79.97145652 36773.62
827726 SANTIAGO 1110 SW 8TH AVE DEERFIELD BEACH 33441 FL 1 78.94736842 59955.6
827734 JOHNSON 1598 SW 20TH ST BOCA RATON 33486 FL 1 70 265296.41
827812 RICHARDS 1211 WHISPERING PINES RD ALBANY 31707 GA 1 75 61405.32
827832 SIMS 5014 ROCK GLEN TURN MULBERRY 33860 FL 1 70 48978.28
827853 MANSON 150 LINDEN AVE SE WARREN 44483 OH 1 80 55979.81
827875 RODRIGUEZ 3808 TREADWAY DR VALRICO 33594 FL 2 85 21003.06
827918 MCPHIE 1260 S 3600 E HEBER CITY 84032 UT 2 75 26192
827924 MILLETT 1350 FERGUSON AVE SAINT LOUIS 63133 MO 1 75 48735.9
828011 HOWARD\ 224 PATTON RD GREENVILLE 29605 SC 1 75 44980.09
COFFMAN
828060 SHUMPERT 3115 ABNER ST SAINT LOUIS 63121 MO 1 80 35189.24
828111 KELLOGG 1845 N INDIANA ST GRIFFITH 46319 IN 1 62.22222222 55975.49
828179 AYARS 1211 2ND ST GREELEY 80631 CO 1 75 84709.18
I-A-22
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
826873 11.8 Fixed Rate 237.47 9/15/14 Single Family Owner occupied 126500 180
826896 10.39 Fixed Rate 616.44 9/16/29 Multiple Family Owner occupied 80000 360
826910 9.99 Fixed Rate 480.72 9/17/14 Single Family Owner occupied 64500 180
826912 11 Fixed Rate 457.12 9/22/14 Single Family Not Owner 78000 180
occupied
826922 8.74 Fixed Rate 620.93 9/7/29 Single Family Owner occupied 118000 360
826927 11.6 Fixed Rate 619.21 9/1/14 Single Family Owner occupied 73000 180
826963 9.4 Fixed Rate 451.62 9/7/14 Single Family Owner occupied 58000 180
827008 10.75 Fixed Rate 2122.84 8/30/14 Single Family Owner occupied 282000 180
827018 10.45 Fixed Rate 793.66 9/13/14 Single Family Owner occupied 81000 180
827036 9.95 Fixed Rate 825.82 8/30/14 Single Family Owner occupied 105000 180
827052 12.2 Fixed Rate 451.02 9/8/29 Single Family Owner occupied 48000 360
827054 10.74 Fixed Rate 344.18 8/30/29 Multiple Family Owner occupied 41000 360
827073 11.5 Fixed Rate 529.81 9/9/29 Single Family Owner occupied 64000 360
827074 10.5 Fixed Rate 1024.51 9/13/29 Single Family Owner occupied 140000 360
827140 9.6 Fixed Rate 441.04 8/30/14 Single Family Owner occupied 65000 180
827166 10.7 Fixed Rate 753.08 9/13/29 Single Family Owner occupied 102000 360
827171 10.45 Fixed Rate 418.15 9/17/14 Single Family Owner occupied 70000 180
827197 8.99 Fixed Rate 522.54 9/22/14 Single Family Owner occupied 94500 180
827206 9.75 Fixed Rate 386.62 9/1/14 Single Family Owner occupied 67000 180
827211 12.95 Fixed Rate 280.15 9/7/14 Single Family Owner occupied 120000 180
827235 11.3 Fixed Rate 1096.94 9/13/14 Single Family Owner occupied 125000 180
827281 11.5 Fixed Rate 1851.84 9/1/14 Single Family Owner occupied 220000 180
827355 12.1 Fixed Rate 1210.42 8/30/29 Single Family Owner occupied 149000 360
827364 10.65 Fixed Rate 430.58 9/8/29 Single Family Not Owner 62000 360
occupied
827475 9.99 Fixed Rate 1114.89 9/3/14 Single Family Owner occupied 145000 180
827491 10.45 Fixed Rate 925.58 9/1/14 Single Family Owner occupied 114000 180
827515 10.25 Fixed Rate 540.35 9/7/29 Single Family Owner occupied 67000 360
827517 11.3 Fixed Rate 481.19 9/8/14 Single Family Owner occupied 329000 180
827526 9.75 Fixed Rate 502.61 9/7/14 Single Family Owner occupied 65000 180
827538 9.1 Fixed Rate 1400.4 9/21/14 Single Family Owner occupied 230000 180
827552 10 Fixed Rate 380.87 9/17/29 Single Family Owner occupied 62000 360
827586 10.74 Fixed Rate 340.58 8/30/14 Single Family Not Owner 38000 180
occupied
827716 11 Fixed Rate 350.46 8/30/29 Single Family Not Owner 67000 360
occupied
827726 10.85 Fixed Rate 564.6 8/30/14 Single Family Not Owner 76000 180
occupied
827734 8.99 Fixed Rate 2696.37 9/7/14 Single Family Owner occupied 380000 180
827812 11.49 Fixed Rate 607.82 9/3/14 Single Family Owner occupied 83500 180
827832 9.99 Fixed Rate 429.65 9/21/29 Single Family Owner occupied 70000 360
827853 10.95 Fixed Rate 531.19 9/14/14 Single Family Owner occupied 70000 180
827875 10.85 Fixed Rate 237.27 9/20/14 Single Family Owner occupied 103000 180
827918 10.95 Fixed Rate 297.53 9/22/14 Single Family Owner occupied 355000 180
827924 11.95 Fixed Rate 499.57 9/9/14 Single Family Not Owner 65000 180
occupied
828011 10 Fixed Rate 394.91 9/9/14 Single Family Not Owner 60000 180
occupied
828060 11.7 Fixed Rate 353.96 9/16/29 Single Family Not Owner 44000 360
occupied
828111 10.05 Fixed Rate 493.51 9/15/29 Single Family Owner occupied 90000 360
828179 9.6 Fixed Rate 718.82 9/13/29 Single Family Owner occupied 113000 360
I-A-22
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
828234 ELLIS 436 E BAYFRONT PARKWAY PENSACOLA 32501 FL 1 80 177524.72
828345 CLARK 209 WILLOW DR VICKSBURG 39180 MS 1 80 45584.57
828388 MARCOS 13414 WILDWOOD CT WOODBRIDGE 22191 VA 1 89.17197452 139949.53
828425 SNYDER 53059 TOWNSHIP RD 159 WEST LAFAYETTE 43845 OH 1 67.05882353 56973.69
828446 BABCOCK 2154 S LEWISTON ST AURORA 80013 CO 1 90 130448.69
828452 SANDERS 2511 OLIVIA ST ALBANY 31705 GA 1 85 42485.96
828463 KILGORE JR RTE 2 BOX 1E1 ASHTON AVE HILLSBORO 41049 KY 1 80 23172.48
828482 RODGERS 3751 W 80TH ST CHICAGO 60652 IL 1 85 126607.24
828871 INGLE 1117 W 4TH ST MISHAWAKA 46544 IN 1 80 62296.02
828935 SALES 4621 KIRKLAND AVE CHATTANOOGA 37410 TN 1 75 39737.3
828939 SOGUNRO 2015 E PINE SPRINGFIELD 62703 IL 1 80 35984.74
828997 BURGESS 821 N 24TH ST PADUCAH 42001 KY 1 80 36787.44
829115 SCIANDRA 428 MILLINGTON AVE BALTIMORE 21212 MD 1 80 43983.25
880105 BUFFA 2401 NORTH 17TH AVENUE PENSACOLA 32503- FL 1 58.78297368 22337.53
901870 SERWATKA 1311 BROADWAY NORTH CHICAGO 60064 IL 1 79.67315789 30265.57
901935 SANCHEZ 2619 E CAMINO ST MESA 85213 AZ 2 91.03720219 19508.7
902182 WRIGHT 15431 S 22ND ST PHOENIX 85048 AZ 2 97.88540923 18063.79
902195 TURNWALL 32891 GOLDENGATE CANYON RD GOLDEN 80403 CO 2 89.96506571 34865.95
902202 MARASCUILO 4878 MARION RD MEMPHIS 38117 TN 1 85.66491954 74491.87
902203 KEA 4332 WINDING HOLLOW WAY MEMPHIS 38125 TN 1 89.65755837 134349.1
902204 BOLDEN 6861 GREENBARK DR MEMPHIS 38115 TN 1 89.68971613 69458.66
902221 LOVE 1314 N MAPLE DECATUR 62526 IL 1 88.1078 30771.75
902226 OFFIE 371 JEFFERSON AVE SHARON 16146 PA 1 89.77161017 52950.98
902227 HURST 4320 BENSON RD GARNER 27529 NC 1 84.68695963 212795.8
902229 VAUGHN 10576 TIGER GROTTO LITTLETON 80124 CO 1 89.7790251 179897.15
902231 RAMSEY 1057 HIMELRIGHT AKRON 44320 OH 1 74.55908235 63345.55
902233 DIAL 111 WHITNEY DRIVE LAWRENCEBURG 40342 KY 1 75.54725263 71745.63
902235 BANKS 673 GOVERNORS WAY VIRGINIA BEACH 23452 VA 1 77.10686667 46249.77
902239 RAMSEY 916 10TH ST CANTON 44704 OH 1 74.53493617 35015.36
902254 GILMER 921 MAGRUDER RD SMITHFIELD 23430 VA 1 55.30754545 60819.42
902266 COLEMAN 3011 MCKENNEDY DRIVE GREENWOOD 38930 MS 1 88.86303297 40405.2
911757 HIGGINS 402 FREEMONT BALDWIN CITY 66006 KS 1 89.38054667 67014.2
914300 FRANCIS 4219 LANAI DR SARASOTA 34241 FL 2 84.56321552 27724.06
914408 CLARK 312 W KELLY AUGUSTA 67010 KS 1 89.51601639 54583.47
914818 ROOF 1018 KIPLING DR NASHVILLE 37217 TN 1 82.74162069 47990.14
915216 HUMES 18810 NW 9TH AVE MIAMI 33169 FL 1 83.02145283 87516.27
915365 CORNWELL 1781 DOVER ST IOWA CITY 52240 IA 2 78.80148718 46220.74
915658 GALE 4247 RIDGEDALE AVE LAS VEGAS 89121 NV 1 84.58780488 65893.9
915825 LANDRY 130 SAN JOSE NEW IBERIA 70560 LA 2 83.84156452 10222.41
915842 HADDOCK 2715 BRUCE STRICKLAND RD GREENVILLE 27811 NC 1 79.77913684 75763.57
915849 STEWART 14254 HUBBLE ST DETROIT 48227 MI 1 78.57794545 43122.47
915959 CLYBURN 527 -529 JENNIFER JEAN D BATON ROUGE 70808 LA 1 49.79688406 34437.27
915971 WILLIAMS 3436 WADHAMS RD NORTH STREET 48049 MI 2 79.22871765 33639.9
916019 ALLEN RT 1 BOX 12 ANGUILLA 38721- MS 1 74.82980952 31428.52
916023 ARABIE 12922 ARABIE RD RAYNE 70573 LA 2 89.69516364 10614.76
916060 BROOME 11054 E OUTER DR DETROIT 48224 MI 1 55.8196 19536.86
I-A-23
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
828234 10.2 Fixed Rate 1584.88 9/21/14 Single Family Owner occupied 222000 180
828345 11.24 Fixed Rate 442.55 9/17/29 Single Family Owner occupied 57000 360
828388 10.95 Fixed Rate 1327.97 9/20/14 Single Family Owner occupied 157000 180
828425 9.8 Fixed Rate 491.81 9/15/29 Single Family Owner occupied 85000 360
828446 10.55 Fixed Rate 1198.62 9/20/29 Single Family Owner occupied 145000 360
828452 11.35 Fixed Rate 416.02 9/17/14 Single Family Owner occupied 50000 180
828463 10.8 Fixed Rate 236.32 9/20/19 Single Family Owner occupied 29000 240
828482 11.25 Fixed Rate 1230.1 9/15/14 Single Family Owner occupied 149000 180
828871 10.65 Fixed Rate 577.07 9/20/14 Single Family Owner occupied 78000 180
828935 11.5 Fixed Rate 393.64 9/21/14 Single Family Not Owner 53000 180
occupied
828939 10.2 Fixed Rate 321.26 9/17/14 Single Family Not Owner 45000 180
occupied
828997 11.2 Fixed Rate 356.03 9/17/14 Single Family Not Owner 46000 180
occupied
829115 10.7 Fixed Rate 409.08 9/17/14 Single Family Not Owner 55000 180
occupied
880105 8 Fixed Rate 401.96 8/5/05 SINGLE FAMILY Not Owner 38000 102
occupied
901870 11.85 Fixed Rate 309.2 8/1/13 Single Family Not Owner 68000 180
occupied
901935 13.3 Fixed Rate 257.01 9/1/13 Single Family Owner occupied 91500 180
902182 11.8 Fixed Rate 219.66 11/1/13 Single Family Owner occupied 162500 180
902195 11.75 Fixed Rate 353.29 10/1/13 Single Family Owner occupied 350000 180
902202 13.2 Fixed Rate 838.02 10/23/13 Single Family Owner occupied 87000 180
902203 11.55 Fixed Rate 1341.15 10/23/13 Single Family Owner occupied 150000 180
902204 11.35 Fixed Rate 682.76 10/23/13 Single Family Owner occupied 80000 180
902221 12.7 Fixed Rate 392.35 11/2/13 Single Family Owner occupied 35000 180
902226 12.75 Fixed Rate 577.03 11/1/13 Single Family Owner occupied 59000 180
902227 11.6 Fixed Rate 2132.89 10/30/13 Single Family Owner occupied 251450 180
902229 12.9 Fixed Rate 1981.35 11/1/13 Single Family Owner occupied 202000 180
902231 10.3 Fixed Rate 573.64 11/1/28 Single Family Not Owner 85000 360
occupied
902233 11.7 Fixed Rate 724.02 11/4/13 Single Family Owner occupied 95000 180
902235 12.1 Fixed Rate 480.85 11/1/13 Single Family Owner occupied 60000 180
902239 10.45 Fixed Rate 321.13 10/1/28 Single Family Not Owner 47000 360
occupied
902254 12.05 Fixed Rate 629.8 12/1/28 Single Family Owner occupied 110000 360
902266 11.65 Fixed Rate 406.21 11/3/13 Single Family Owner occupied 45500 180
911757 11.8 Fixed Rate 680.39 12/4/13 Single Family Owner occupied 75000 180
914300 12.5 Fixed Rate 348.68 12/9/13 Single Family Owner occupied 116000 180
914408 11.25 Fixed Rate 533.22 11/1/13 Single Family Owner occupied 61000 180
914818 11.5 Fixed Rate 575.92 10/30/13 Single Family Owner occupied 71000 180
915216 9.6 Fixed Rate 946.29 12/11/13 Single Family Owner occupied 106000 180
915365 12.7 Fixed Rate 508.92 1/1/14 Single Family Owner occupied 117000 180
915658 9.75 Fixed Rate 568.89 12/1/13 Single Family Owner occupied 84500 180
915825 11.15 Fixed Rate 119.57 1/1/14 Single Family Owner occupied 62000 180
915842 11.44 Fixed Rate 749.14 1/1/14 Single Family Owner occupied 95000 180
915849 10.69 Fixed Rate 480.4 2/1/14 Single Family Owner occupied 55000 180
915959 10.4 Fixed Rate 486.44 1/1/09 Single Family Not Owner 69000 120
occupied
915971 11.99 Fixed Rate 374.14 12/1/18 Single Family Owner occupied 170000 240
916019 12.2 Fixed Rate 328.87 12/16/28 Single Family Owner occupied 42000 360
916023 12.5 Fixed Rate 161.01 2/1/09 Single Family Owner occupied 110000 120
916060 9.65 Fixed Rate 210.66 1/1/14 Single Family Owner occupied 35000 180
I-A-23
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
916064 PARKER 2957 MONTCLAIR ST DETROIT 48214 MI 1 59.79277612 19931.27
916082 SMITH 12428 WESTPHALIA DETROIT 48205 MI 1 79.0114 19757.19
916110 DEQUENT 220 8TH ST NEW ORLEANS 70094 LA 1 60.70989189 22462.66
916119 ROSAYA 5016 SHERWOOD ST BATON ROUGE 70805 LA 1 63.99892308 24908.4
916129 WALKER 3953 PALM ST SAINT LOUIS 63107 MO 1 74.26429167 35605.77
916135 REED 4200 W BUENA VISTA AVE DETROIT 48238 MI 1 79.7693125 38274.84
916359 HULL 3317 NIELSON AVE YOUNGSTOWN 44502 OH 1 88.63829688 56552.2
916456 PITTMAN 5419 HOLLY HILLS SAINT LOUIS 63109 MO 1 79.8446 67822.17
916496 BERRY 6648 ROPER HOLLOW RD MORGANTON 28655 NC 1 69.78714063 44632.52
916525 BUSHNER 925 HARTFORD AVE AKRON 44320 OH 1 89.72766452 69516.66
916847 SEAMANS 158 EAST MALLORY ST MEMPHIS 38109 TN 1 79.7787037 38756.54
916982 BUTLER 9412 FIG STREET NEW ORLEANS 70118 LA 1 33.18632609 15190.27
918784 DAUGHTREY 1652 WENDY CIR SODDY DAISY 37379 TN 1 49.8868875 39893.95
919555 SMITH 5483 STEPHENS FOREST MEMPHIS 38141 TN 1 84.82430189 89883.17
919730 ROBINS 980 MARION PL AKRON 44311 OH 1 79.8547561 32728.21
I-A-24
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Curr Pmt Maturity Property Type Occ Status Appr Orig
No Name Dt Val Term
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
916064 11.45 Fixed Rate 290.44 2/1/09 Single Family Owner occupied 33500 120
916082 10.2 Fixed Rate 195.66 2/1/19 Single Family Owner occupied 25000 240
916110 9.55 Fixed Rate 240.87 1/1/14 Single Family Owner occupied 37000 180
916119 12.8 Fixed Rate 317.41 1/1/14 Single Family Owner occupied 39000 180
916129 11.75 Fixed Rate 390.13 12/1/18 Single Family Owner occupied 48000 240
916135 11.1 Fixed Rate 368.6 1/1/14 Single Family Not Owner 48000 180
occupied
916359 9.5 Fixed Rate 536.91 10/20/18 Single Family Owner occupied 64000 240
916456 11.55 Fixed Rate 675.99 2/1/14 Multiple Family Not Owner 85000 180
occupied
916496 11.525 Fixed Rate 444.51 11/25/13 Manufactured Owner occupied 64000 180
916525 11.95 Fixed Rate 714.77 11/6/28 Single Family Owner occupied 85000 360
916847 10.65 Fixed Rate 360.02 2/1/14 Single Family Not Owner 48600 180
occupied
916982 10.94 Fixed Rate 176.72 12/1/13 Single Family Owner occupied 46000 180
918784 10.85 Fixed Rate 376.41 3/10/14 Single Family Owner occupied 80000 180
919555 11.5 Fixed Rate 892.26 4/1/14 Single Family Owner occupied 106000 180
919730 11 Fixed Rate 312.36 4/2/14 Single Family Not Owner 41000 180
occupied
I-A-24
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<S> <C> <C> <C> <C> <C> <C> <C> <C>
400572 TOWNSEND 3020 W 28TH STREET MUNCIE 47302 IN 1 89.29658621 51759.01
703191 CARTER 201 GLENEAGLE DRIVE BYRON 31008 GA 1 78.81981982 87445.21
703215 KING 1601 MERIDAN STREET NASHVILLE 37207 TN 1 84.49963464 62417.29
703888 COSBY 1521 PAUL JACK DR HAMPTON 23666 VA 1 86.01894676 74288.42
703891 JONES 209 TUNNEL BLVD CHATTANOOGA 37411 TN 1 84.64509722 60921.84
703901 MC NICHOLAS 1145 N 4TH STREET PHILADELPHIA 19123 PA 1 88.58215714 61977.12
703926 SPARKS 5 ADMIRAL COURT PORTSMOUTH 23703 VA 1 79.62282895 120971.85
703980 LAWHORN 4545 WOODCROFT COVE LITHONIA 30058 GA 1 78.55978475 87555.28
704093 RICH 5010 LOCUST STREET PHILADELPHIA 19139 PA 1 75 42579
704127 KRIVANEC JR 1517 BOXWOOD DRIVE CHESAPEAKE 23323 VA 1 74.6464 65286
704220 MCCULLERS 18553 ZINNIA ROAD FORT MYERS 33912 FL 1 74.64786667 100728.96
704257 ZAYAS 83 WHITMORE STREET HARTFORD 6114 CT 1 74.69448101 58984.63
704297 MAEHL 1927 SE 8TH AVENUE CAPE CORAL 33990 FL 1 78.4142987 60351.88
704310 TOUCHTON 1824 BARBARA LANE CLEARWATER 33755 FL 1 79.7301771 68854.35
704311 MILLER 5514 SAGRA RD BALTIMORE 21239 MD 1 84.65593333 63464.88
704342 SANCHEZ 1638 SHIRLEY DRIVE ANDERSON 29621 SC 1 79.67410667 59698.73
704352 DUNN II 5535 GALAXY DR CRESTVIEW 32539 FL 1 84.65181491 82288.42
704381 HUNTER 20 ALLVIEW AVENUE NORWALK 6854 CT 1 84.71638286 148137.73
704411 WEIAND 9611 ORANGE GROVE DRIVE TAMPA 33618 FL 1 84.69173494 70234.48
781032 HINCHCLIFFE 4820 TEALWOOD BATON ROUGE 70809 LA 1 73.08922353 124201.15
781623 MARSH 3904 LITTLETOWN PIKE WESTMINSTER 21154 MD 1 74.55812644 64836.27
781716 PEASE 2902 ARMOUR ST PORT HURON 48060 MI 1 89.54040952 93944.24
782139 SHAFFER 328 W CANAL TEKONSHA 49092 MI 1 83.92407792 129193.42
782378 BYRD 17808 LOUISE SOUTHFIELD 48075 MI 1 89.56359259 145030.65
782535 DUFOSSAT 3817 DESPAUX DRIVE CHALMETTE 70043 LA 1 84.30386066 102751.25
782633 MACDONALD 6127 S WOODLAWN UNIT B CHICAGO 60637 IL 1 84.49182927 173208.25
782640 BUCHHOLZ 2563 SOUTH ORANGE MESA 85210 AZ 1 89.24819886 156999.63
782733 GARNETT 2745 LARKSPUR BATON ROUGE 70805 LA 1 84.68649091 46527.32
782860 PARKER 255 255 1/2 S HIGH ST MARION 43302 OH 1 84.5864 52841.79
782954 WHITE 300 HODGES ROAD CHOCOWINITY 27817 NC 1 74.27669006 63480.05
783211 ANDERSON 8141 HARRISON AVE MUNSTER 46321 IN 1 82.95449123 94522.92
783212 ARMSTRONG 111 GATEBRIAR BATON ROUGE 70807 LA 1 84.66327273 65163.5
783222 JONES 608 E RIDGE ROAD GARY 46408 IN 1 74.80754717 39637.2
783235 CLAY 1435 NEW LEICESTER HWY ASHEVILLE 28806 NC 1 84.62165341 148864.38
783262 EKBERG 6224 LARCOMB DR HUBER HEIGHTS 45424 OH 1 84.70701621 88792.64
783424 ADAMS 1412 MILLVILLE OXFORD RD HAMILTON 45013 OH 1 84.69822764 104092.23
783457 KOSTERS 3507 KIMBALL AVENUE MEMPHIS 38111 TN 1 79.69408 49764.27
783512 JOHNSON 6420 ST. PIUS AVENUE BATON ROUGE 70811 LA 1 89.64960215 83342.81
783686 SHIRER JR 703 ORCHARD ROAD WILLOUGHBY 44094- OH 1 89.7036 80670.9
783691 WEST 1446 WOODSON ROAD ST LOUIS 63132 MO 1 79.66110667 59719.52
783779 MORGAN 8316 JACKSON STREET ST LOUIS 63114 MO 1 79.69542105 45381.19
783834 VELISAVLJEVIC 24 S PARK WAUKEGAN 60085 IL 1 87.13214583 83605.99
I-B-1
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
400572 8.75 6.25 6 Month LIBOR 410.66 6/12/28 Single Family Owner occupied 60000 360
703191 9.8 6.325 6 Month LIBOR 759.29 9/1/28 Single Family Owner occupied 111000 360
703215 10.55 6.675 6 Month LIBOR 576.94 8/1/28 Manufactured Owner occupied 74000 360
703888 10.7 6.25 6 Month LIBOR 694.64 10/1/28 Single Family Owner occupied 87900 360
703891 11.35 5.875 6 Month LIBOR 599.06 9/1/28 Single Family Owner occupied 73000 360
703901 11.3 7.425 6 Month LIBOR 614.29 10/1/28 Multiple Family Owner occupied 74000 360
703926 10.35 6.33 6 Month LIBOR 1098.71 10/1/28 Single Family Owner occupied 152000 360
703980 10.45 6.45 6 Month LIBOR 801.68 10/1/28 Single Family Owner occupied 111500 360
704093 11.55 6.25 6 Month LIBOR 424.98 10/1/28 Single Family Not Owner 57000 360
occupied
704127 10.35 6.3 6 Month LIBOR 592.95 10/1/28 Single Family Owner occupied 88000 360
704220 10.35 6.3 6 Month LIBOR 914.84 11/1/28 Single Family Owner occupied 135000 360
704257 10.85 6.8 6 Month LIBOR 557.55 11/1/28 Single Family Owner occupied 79000 360
704297 10.6 6.6 6 Month LIBOR 560.48 11/1/28 Single Family Owner occupied 77000 360
704310 11.45 6.55 6 Month LIBOR 681.77 11/1/28 Single Family Owner occupied 87000 360
704311 10.6 6.6 6 Month LIBOR 587.92 11/1/28 Single Family Owner occupied 75000 360
704342 10.05 6 6 Month LIBOR 528.76 11/1/28 Manufactured Owner occupied 75400 360
704352 10.55 6.675 6 Month LIBOR 759.23 11/1/28 Single Family Owner occupied 97250 360
704381 10.99 6 6 Month LIBOR 1415.46 11/1/28 Single Family Owner occupied 175000 360
704411 10.6 6.6 6 Month LIBOR 650.63 11/1/28 Single Family Owner occupied 83000 360
781032 11.1 7.05 6 Month LIBOR 1199.86 5/1/28 Single Family Owner occupied 170000 360
781623 10.5 6.8 6 Month LIBOR 596.87 7/1/28 Single Family Owner occupied 87000 360
781716 11.25 7.775 6 Month LIBOR 917.84 6/17/28 Single Family Owner occupied 105000 360
782139 11.4 7.925 6 Month LIBOR 1277.47 9/1/28 Single Family Owner occupied 154000 360
782378 10.65 6.775 6 Month LIBOR 1350.07 9/1/28 Single Family Owner occupied 164000 360
782535 10.1 5.875 1 Year Treasury 915.18 8/12/28 Single Family Owner occupied 122000 360
782633 11.65 7.275 1 Year Treasury 1741.94 10/1/28 Single Family Owner occupied 205000 360
782640 10 6.875 1 Year Treasury 1386.17 9/1/28 Single Family Owner occupied 176000 360
782733 11.5 7.5 6 Month LIBOR 462.96 8/24/28 Single Family Owner occupied 55000 360
782860 10.2 6.2 6 Month LIBOR 474.08 10/1/28 Multiple Family Owner occupied 62500 360
782954 11.475 6.475 6 Month LIBOR 633.8 5/1/28 Manufactured Owner occupied 85500 360
783211 10.05 6.175 6 Month LIBOR 837.21 11/1/28 Single Family Owner occupied 114000 360
783212 10.7 6.7 6 Month LIBOR 608.5 11/1/28 Single Family Owner occupied 77000 360
783222 12.7 7.55 6 Month LIBOR 430.41 11/1/28 Single Family Owner occupied 53000 360
783235 10.15 5.875 6 Month LIBOR 1329.46 11/1/28 Single Family Owner occupied 176000 360
783262 11.35 6.675 6 Month LIBOR 872.8 10/1/28 Single Family Owner occupied 105000 360
783424 10.7 6.25 6 Month LIBOR 972.03 11/1/28 Single Family Owner occupied 123000 360
783457 10.35 6.3 6 Month LIBOR 451.77 11/1/28 Single Family Owner occupied 62500 360
783512 11.25 7.775 6 Month LIBOR 812.95 10/1/28 Single Family Owner occupied 93000 360
783686 11.05 7.175 6 Month LIBOR 774.44 11/1/28 Single Family Owner occupied 90000 360
783691 10.45 6.8 6 Month LIBOR 546.6 11/1/28 Single Family Owner occupied 75000 360
783779 9.79 5.925 6 Month LIBOR 393.11 12/1/28 Single Family Owner occupied 57000 360
783834 9.9 6.125 6 Month LIBOR 730.96 12/1/28 Multiple Family Owner occupied 96000 360
I-B-1
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
783999 LEE 2130 HOME AVENUE FLINT 48504 MI 1 74.65013208 39543.15
801021 MCFADDEN 212 WHITE PALM CT FLORENCE 29506 SC 1 92.39804016 114940.72
801775 PLESS HC 65 BOX 505 CLOUDLAND 30731- GA 1 68.21976364 37520.87
803446 ROSANIA 3603 OCITA DRIVE ORLANDO 32837- FL 1 68.61387647 116643.59
803459 DANKO 10153 SOUTH WOODROSE COURT HIGHLANDS RANCH 80126 CO 1 88.3487551 140872.09
806632 PEAUGH 19 N 18TH AVENUE BEECH GROVE 46107 IN 1 85 68850
806772 THOMPSON 8820 SOUTH 280 EAST SANDY 84070 UT 1 81.58403261 75057.31
807359 PARKER 1141 LOCH LOMAND CIRCLE WATKINSVILLE, 30677 GA 1 88.89832824 116456.81
807405 SULLIVAN 1861 REMINGTON ROAD ATLANTA 30341 GA 1 79.41949697 131042.17
807689 WOOD 3065 PINE MOUNTAIN CIRCLE KENNESAW 30152 GA 1 79.2756368 495472.73
807806 WATERS 803 WILKERSON ST HUNTINGTON 46750 IN 1 89.51304895 64001.83
807869 GARRETT 7401 HASSOCK DR LOUISVILLE 40258 KY 1 89.80547234 105521.43
808141 DAVIS 2104 BRUMMEL STREET EVANSTON 60202 IL 1 58.21235862 84329.8
808142 TRIPLETT 2591 SNEAKWOOD LN NEW MELLE 63348 MO 1 89.85766071 150960.87
808322 WILSON 7035 N 300 E FREMONT 46737- IN 1 83.5564125 66845.13
808333 DELLER 305 W DOW ST TIPP CITY 45371 OH 1 89.09179333 133637.69
808399 TIMBERLAKE 4083 LONGPOINT BLVD PORTSMOUTH 23703- VA 1 79.50246027 135074.68
808408 SMITH-ANDOH 197 THORNHURST BOLINGBROOK 60440 IL 1 69.55744371 105031.74
808755 JONES 556 ST JOHNS AVE S W ATLANTA 30315 GA 1 89.71343333 53828.06
808964 PRYER 922 E SPARROW RD VIRGINIA BEACH 23464- VA 1 88.99258779 349740.87
809025 MARLOWE 5615 S OAKLEY AVE CHICAGO 60636 IL 1 72.14208 144284.16
809209 MCKAY 12 ELTON PL BOYNTON BEACH 33462 FL 1 84.96664286 95162.64
809316 WOODS 804 N TENNESSEE ST CARTERSVILLE 30120 GA 1 89.49487838 66226.21
809318 LANGE 607 MAIN ST LORIMOR 50149 IA 1 62.90719512 25791.95
809322 ROSE ROSE\WAGNE 513 N JACKSON BELLEVILLE 62220 IL 1 80.64666225 60888.23
809323 HALL 6121 GARRETT LN ROCKFORD 61107 IL 1 69.11220536 77405.67
809400 CAMPBELL 517 S HAMPTON AVE COLUMBUS 43205 OH 1 72.4192 36209.6
809500 BRIGHT 4601 MASON DALE WAY RICHMOND 23234- VA 1 90 88200
809505 SPERRY 126 LELAND AVE SANTA ROSA 95405 CA 1 79.51653419 186068.69
809569 BROWN 3481 GLEN ALLEN DR CLEVELAND 44121 OH 1 84.59713793 98091.38
809720 STUBBS 616 STUBBS AVE BENNETTSVILLE 29512 SC 1 89.28924138 51787.76
809730 GORDON 532 TAYLOR ST CRAIG 81625- CO 1 77.82491304 71598.92
809747 MARKS 1127 E 140TH ST CLEVELAND 44110 OH 1 79.19813333 47495.55
809841 SCHAFER 5075 GOLDEN NUGGET WAY AGOURA 91301 CA 1 84.630125 412289.57
809893 HOLLAND 812 18TH AVE W PALMETTO 34221 FL 1 79.59873134 53331.15
809938 GORDON 4301 NW32 AVE LAUDERDALE LAKES 33309- FL 1 89.63784211 85155.95
810034 HALL 9255 BALD KNOB RD NEW VIENNA 45159 OH 1 87.12206024 72274.23
810080 WEAVER 9842 N MANILLA CIR PLEASANT GROVE 84062 UT 1 84.53866957 194216.97
810094 BUSH 10540 S COLUMBINE WAY SANDY 84094 UT 1 84.50643333 126689.16
810125 OHL 2618 W MOSS AVE PEORIA 61604 IL 1 89.66284091 78840.98
810139 CONKLIN 435 62ND AVE S SAINT PETERSBURG 33705 FL 1 89.53852308 58171.4
810149 BENNETT 404 NORTH MILTON AVENUE SPRINGFIELD 62702 IL 1 89.16652459 54334.2
810157 LAVAGNA 75 WILLMORE RD SAINT LOUIS 63109- MO 1 84.44227586 122441.3
810185 TIEDE 7912 SUTTON RD BRITTON 49229 MI 1 74.75129412 69892.46
810208 RUTLEDGE 5410 KRISTEN AVE BOSSIER CITY 71112 LA 1 89.60771579 85048.92
810299 WILLIAMS 12725 DEWEY ST CEDAR LAKE 46303 IN 1 89.75874194 83422.98
810312 MCCAIN 1104 MOUNTAIN VIEW DR MARIETTA 30062- GA 1 89.66551402 95942.1
I-B-2
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
783999 9.4 7.025 1 Year Treasury 331.34 12/1/28 Single Family Owner occupied 53000 360
801021 12 6.375 6 Month LIBOR 1197.54 9/1/11 Single Family Owner occupied 125000 180
801775 13.23 8.625 6 Month LIBOR 432.82 1/13/12 SINGLE FAMILY Owner occupied 55000 180
803446 8.13 2.75 1 Year Treasury 883.99 6/30/12 Single Family Owner occupied 170000 180
803459 11 6.125 6 Month LIBOR 1354.52 7/1/27 Single Family Owner occupied 160000 360
806632 11.7 7.1 6 Month LIBOR 692.34 3/5/13 Single Family Owner occupied 81000 180
806772 8.65 5.75 6 Month LIBOR 592.48 3/17/13 Single Family Owner occupied 92000 180
807359 10.55 7.5 6 Month LIBOR 1074.63 4/22/28 Single Family Owner occupied 131000 360
807405 10 5.125 1 Year Treasury 1155.25 4/27/28 Single Family Owner occupied 165000 360
807689 8.5 4.75 6 Month LIBOR 3844.57 5/11/28 Single Family Owner occupied 625000 360
807806 10.25 6.65 6 Month LIBOR 576.64 5/20/28 Single Family Owner occupied 71500 360
807869 11.25 7.15 6 Month LIBOR 1027.11 5/19/28 Single Family Owner occupied 117500 360
808141 7 4.75 6 Month LIBOR 570.5 6/4/28 Single Family Owner occupied 145000 360
808142 10.85 6.7 6 Month LIBOR 1422.81 6/5/13 Single Family Owner occupied 168000 180
808322 9.5 6.15 6 Month LIBOR 565.05 6/23/28 Single Family Owner occupied 80000 360
808333 11 6.65 6 Month LIBOR 1285.64 6/23/28 Single Family Owner occupied 150000 360
808399 9.25 6.9 6 Month LIBOR 1118.18 6/23/28 Single Family Owner occupied 169900 360
808408 8.25 4.65 6 Month LIBOR 794.09 6/29/28 Single Family Owner occupied 151000 360
808755 10.25 7.5 6 Month LIBOR 483.89 7/20/28 Single Family Owner occupied 60000 360
808964 10 6.4 6 Month LIBOR 3093.44 7/28/28 Single Family Owner occupied 393000 360
809025 10.25 8 6 Month LIBOR 1344.15 7/31/28 Multiple Family Not Owner 200000 360
occupied
809209 11.25 7.75 6 Month LIBOR 924.64 8/13/28 Single Family Owner occupied 112000 360
809316 10.25 7.9 6 Month LIBOR 596.8 8/20/28 Single Family Owner occupied 74000 360
809318 8.35 6.5 6 Month LIBOR 197.17 8/25/28 Single Family Owner occupied 41000 360
809322 12.49 8.9 6 Month LIBOR 652.69 8/12/28 Single Family Owner occupied 75500 360
809323 8.65 6 6 Month LIBOR 639.3 8/19/28 Condominium Owner occupied 112000 360
809400 10.5 7.2 6 Month LIBOR 333.88 8/26/28 Single Family Not Owner 50000 360
occupied
809500 11.25 8.5 6 Month LIBOR 856.65 9/1/28 Single Family Owner occupied 98000 360
809505 8.35 7.45 6 Month LIBOR 1419.55 8/30/28 Multiple Family Owner occupied 234000 360
809569 10.75 8.5 6 Month LIBOR 920.41 9/10/28 Single Family Not Owner 116000 360
occupied
809720 11.95 9.65 6 Month LIBOR 534.93 9/28/28 Single Family Owner occupied 58000 360
809730 9.99 8.5 6 Month LIBOR 631.32 9/25/28 SINGLE FAMILY Owner occupied 92000 360
809747 10.49 8.75 6 Month LIBOR 438.72 10/19/28 Single Family Not Owner 60000 360
occupied
809841 9.15 7.75 6 Month LIBOR 3382.45 11/4/28 Single Family Owner occupied 488000 360
809893 10.49 8.5 6 Month LIBOR 489.9 10/1/28 Single Family Not Owner 67000 360
occupied
809938 11.1 8.65 6 Month LIBOR 820.7 10/23/28 Single Family Owner occupied 95000 360
810034 9.75 8 6 Month LIBOR 624.61 10/20/28 Single Family Owner occupied 83000 360
810080 9.2 8.25 6 Month LIBOR 1601.26 10/27/28 Single Family Owner occupied 230000 360
810094 9.35 8.25 6 Month LIBOR 1058.16 10/20/28 Single Family Owner occupied 150000 360
810125 10.99 8.5 6 Month LIBOR 753.64 10/23/28 Single Family Owner occupied 88000 360
810139 9.95 7.75 6 Month LIBOR 511.22 10/23/28 Single Family Owner occupied 65000 360
810149 9.99 8.5 6 Month LIBOR 481.38 10/28/28 Single Family Owner occupied 61000 360
810157 11 8 6 Month LIBOR 1173.74 10/26/28 Single Family Owner occupied 145000 360
810185 11.99 8.75 6 Month LIBOR 720.77 11/2/28 Single Family Owner occupied 93500 360
810208 10.25 8.5 6 Month LIBOR 766.17 10/29/28 Single Family Owner occupied 98000 360
810299 12 9.5 6 Month LIBOR 860.95 11/6/28 Single Family Owner occupied 93000 360
810312 11 8.75 6 Month LIBOR 917.09 11/16/28 Single Family Owner occupied 107000 360
I-B-2
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
810321 GADDIE 705 FRANCIS CT SPRING LAKE 28390- NC 1 89.56626667 67174.7
810353 SCHWAB 6689 PIN OAK CT MASON 45040 OH 1 89.628688 111982.12
810360 HENDLEY 604 E EPWORTH CINCINNATI 45232 OH 1 89.42085507 61673.43
810361 PELAYO 1760 W DERRINGER WAY CHANDLER 85248 AZ 1 89.67665517 129976.79
810390 SWACKHAMMER 351 E CHERRY ST SUNBURY 43074 OH 1 55.75796262 59625.71
810401 MILLER 169 CLAY LICK RD SALVISA 40372- KY 1 89.66074627 60072.7
810419 KNIGHT 8693 FOUR MILE RD EAST LEROY 49051 MI 1 69.76645517 101121.99
810423 EVANS 1033 E 74TH ST CLEVELAND 44106 OH 1 89.77458993 62352.23
810430 TEMPLE TEMPLE\M 4305 MIDDLE LAKE DR TAMPA 33624 FL 1 84.68514545 139730.49
810438 CRANK 1765 DOE CREEK RD IRVINE 40336 KY 1 89.6287 71668.57
810443 RONDINELLI ROND 11590 MILWAUKEE ST THORNTON 80233 CO 1 89.54073125 143187.07
810445 LOYOLA 1701 THOMAS DR CLEARWATER 33769 FL 1 89.58877632 68051.36
810453 WEHRLI 2209 SHEARWATER CT FORT WAYNE 46825 IN 1 84.68959615 88035.3
810456 DUENAS 8611 NW 24TH ST SUNRISE 33322 FL 1 89.71425781 114725.78
810460 LANG 510 HAVERHILL LANE SAFETY HARBOR 34695 FL 1 82.66604375 132194.77
810461 HEADLEY 1024 COTTAGE CREEK DR GARDNER 66030 KS 1 89.67065566 117343.02
810462 SHEFFIELD ANDERSON 3634 LYDIA ESTATES TERR. JACKSONVILLE 32218 FL 1 89.67163834 123906.11
810463 DUCKWORTH 3122 ASHWOOD RD CLEVELAND 44120 OH 1 84.79237908 129677.77
810465 EXLEY 3140 E OVERLAND RD MERIDIAN 83642 ID 1 79.01454661 186290.55
811047 STEVENS 2 JAYMOORE DR HAMPTON 23669 VA 1 84.64891726 82781.96
811164 WOMACK 1006 NATHANIEL RD CLEVELAND 44110 OH 1 89.64847761 60009.65
811166 LOWRY 755 WEST 740 SOUTH TOOELE 84074 UT 1 89.51683571 125181.94
811323 ROUSE 340 WRIGHT RD WALTON 41094- KY 1 89.73095556 80757.86
811466 KING RT 3 BOX 5010\MAIN ST DILLWYN 23936 VA 1 89.66656 78390.24
811511 JERDINE 3611 E 81ST ST CLEVELAND 44105 OH 1 79.78491667 76571.67
811535 HOLLAND 6540 DARTMOUTH AVE N ST PETERSBURG 33710 FL 1 89.61771667 53744.09
811596 SLAYBAUGH 625 FORAKER ST SIDNEY 45365 OH 1 84.72073034 75369.15
811670 THATCHER 3840 GLADMAN WAY LEXINGTON 40514 KY 1 89.68197938 130433.84
811689 FREDERICK 1568 W 16TH ST JACKSONVILLE 32209 FL 1 89.61047458 52848.13
811880 HEAD 5901 NEW CUT RD CRESTWOOD 40014 KY 1 84.61159174 184256.81
811912 HENNING 338 JACKSON ST FREMONT 43420 OH 1 84.63775472 44841.48
811966 CANADY 513 PARK AVENUE FARMVILLE 23901 VA 1 77.72263265 76129.8
811971 CASEY 157 BURRITT ST SOUTHINGTON 6479 CT 1 89.60776193 163354.95
812265 THOMAS 3133 BEAMON CT NORFOLK 23513 VA 1 84.69989418 80004.59
812390 WINGERT 615 PARK AVE MACKAY 83251 ID 1 79.3894 63692.03
812420 PHILSON 1004 COPELAND RD MONTGOMERY 49255 MI 1 79.75081667 47811.42
812594 MACKEY 10921 S MILLARD CHICAGO 60655 IL 1 72.44313636 111511.73
812595 HOSEY 228 NEEDMORE HWY CHARLOTTE 48813 MI 1 71.687656 89518.88
812694 HINES 3654 VENUS PL N W ATLANTA 30331 GA 1 74.75030303 49296.7
812771 WILLIAMS 5022 COTTAGE LN MEMPHIS 38125 TN 1 89.6980087 103107.59
812800 SMELTZ 2275 KENT DR LARGO 33774 FL 1 89.60957091 246176.92
812872 HUTSELL 1947 BELMONT PL INDEPENDENCE 64057 MO 1 84.69033981 87151.83
812923 BOWERS 4112 CHAPEL MILL BEND DECATUR 30034 GA 1 89.76678049 110364.17
813195 SMITH 690 FINNELL PIKE GEORGETOWN 40324 KY 1 89.62717647 76183.1
813204 YOUNG 1137 E 167TH ST CLEVELAND 44110 OH 1 84.67493976 70248.92
813225 MILLER 8251 SW 3RD CT NORTH LAUDERDALE 33068 FL 1 89.63822464 123587.57
813325 KILGORE 704 SPRING VALLEY DR INDIANAPOLIS 46231 IN 1 89.68264894 84232.33
813328 BUGGS 1643 N MENARD AVE CHICAGO 60639 IL 1 89.6294875 71669.27
813392 LARSON 2228 LARKMOOR ST LORAIN 44052 OH 1 83.10373043 95467.63
813414 HAMMOND 8029 NW 28TH PL SUNRISE 33322 FL 1 89.62871 89585.72
I-B-3
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
810321 10.25 8.25 6 Month LIBOR 604.87 11/10/28 Single Family Owner occupied 75000 360
810353 9.99 8.5 6 Month LIBOR 986.44 12/1/28 Single Family Owner occupied 125000 360
810360 10.75 8 6 Month LIBOR 579.69 11/20/28 Single Family Owner occupied 69000 360
810361 10.65 8.4 6 Month LIBOR 1208.39 12/1/28 Single Family Owner occupied 145000 360
810390 9 7.75 6 Month LIBOR 482.77 11/21/28 Single Family Owner occupied 107000 360
810401 11 9 6 Month LIBOR 574.25 11/30/28 Single Family Owner occupied 67000 360
810419 10.99 8.95 6 Month LIBOR 965.84 12/4/28 Single Family Owner occupied 145000 360
810423 11.75 9 6 Month LIBOR 631.39 12/31/28 Single Family Owner occupied 69500 360
810430 10.5 8.75 6 Month LIBOR 1282.92 1/1/29 Single Family Owner occupied 165000 360
810438 9.99 8 6 Month LIBOR 631.32 12/10/28 Single Family Owner occupied 80000 360
810443 9.4 8 6 Month LIBOR 1200.34 12/21/28 Single Family Owner occupied 160000 360
810445 9.5 7.75 6 Month LIBOR 575.14 12/18/28 Single Family Owner occupied 76000 360
810453 9.99 8 6 Month LIBOR 775.12 1/20/29 Single Family Owner occupied 104000 360
810456 10 7.75 6 Month LIBOR 1010.96 1/28/29 Single Family Owner occupied 128000 360
810460 9.4 8.25 6 Month LIBOR 1106.98 2/1/29 Single Family Owner occupied 160000 360
810461 10 8 6 Month LIBOR 1033.55 2/12/29 Single Family Owner occupied 143000 360
810462 9.49 8.5 6 Month LIBOR 1045.33 2/24/29 Single Family Owner occupied 148000 360
810463 10.49 8 6 Month LIBOR 1188.65 3/4/29 Single Family Owner occupied 153000 360
810465 9.75 7.5 6 Month LIBOR 1606.62 3/22/29 Single Family Owner occupied 236000 360
811047 9.4 7.75 6 Month LIBOR 693.65 12/31/28 Single Family Owner occupied 101000 360
811164 10.25 8.5 6 Month LIBOR 540.35 11/30/28 Single Family Not Owner 70000 360
occupied
811166 9.25 8.25 6 Month LIBOR 1036.58 10/30/28 Single Family Owner occupied 140000 360
811323 11.5 8.5 6 Month LIBOR 802.14 12/7/28 Single Family Owner occupied 90000 360
811466 10.5 7.75 6 Month LIBOR 720.36 11/30/28 Single Family Owner occupied 95000 360
811511 12.49 9.5 6 Month LIBOR 819.06 11/5/28 Multiple Family Not Owner 96000 360
occupied
811535 9.85 7.75 6 Month LIBOR 467.91 12/14/28 Single Family Owner occupied 60000 360
811596 10.49 8 6 Month LIBOR 691.43 1/4/29 Single Family Owner occupied 89000 360
811670 10.75 8 6 Month LIBOR 1222.39 12/4/28 Single Family Owner occupied 145500 360
811689 10.75 8 6 Month LIBOR 495.68 11/17/28 Single Family Owner occupied 59000 360
811880 9.5 8.25 6 Month LIBOR 1558.1 11/30/28 Single Family Owner occupied 218000 360
811912 11.25 8.5 6 Month LIBOR 437.07 12/18/28 Single Family Owner occupied 53000 360
811966 9.75 8 6 Month LIBOR 657.25 12/18/28 Single Family Owner occupied 98000 360
811971 10.25 8 6 Month LIBOR 1470.23 12/1/28 Single Family Owner occupied 182300 360
812265 10.15 7.5 6 Month LIBOR 713.83 1/19/29 Single Family Owner occupied 95500 360
812390 9.25 7.5 6 Month LIBOR 526.51 1/11/29 Single Family Owner occupied 80000 360
812420 10.74 7.75 6 Month LIBOR 447.71 12/7/28 Single Family Owner occupied 60000 360
812594 10.25 8 6 Month LIBOR 1003.63 12/21/28 Single Family Owner occupied 154000 360
812595 9.75 8 6 Month LIBOR 773.24 11/30/28 Single Family Owner occupied 125000 360
812694 11 8.75 6 Month LIBOR 471.4 11/25/28 Single Family Not Owner 66000 360
occupied
812771 10.39 8.5 6 Month LIBOR 938.25 1/5/29 Single Family Owner occupied 115000 360
812800 9.75 8.25 6 Month LIBOR 2126.41 11/30/28 Single Family Owner occupied 275000 360
812872 10.25 8.5 6 Month LIBOR 784.54 12/23/28 Single Family Owner occupied 103000 360
812923 10.24 8.25 6 Month LIBOR 991.16 3/12/29 Single Family Owner occupied 123000 360
813195 10.49 8.5 6 Month LIBOR 699.2 12/4/28 Single Family Owner occupied 85000 360
813204 10.35 8.25 6 Month LIBOR 637.45 12/16/28 Single Family Owner occupied 83000 360
813225 10.25 8 6 Month LIBOR 1112.96 12/22/28 Single Family Owner occupied 138000 360
813325 10.75 8 6 Month LIBOR 789.73 11/30/28 Single Family Owner occupied 94000 360
813328 10 7.75 6 Month LIBOR 631.85 12/31/28 Single Family Owner occupied 80000 360
813392 9.5 8.25 6 Month LIBOR 807.22 12/28/28 Single Family Owner occupied 115000 360
813414 9.99 8 6 Month LIBOR 789.15 12/21/28 Single Family Owner occupied 100000 360
I-B-3
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
813542 ALLEN 799 HEYL AVE COLUMBUS 43206 OH 1 79.76755 63828.06
813637 GONZALES 2990 INGALLS ST DENVER 80214 CO 1 79.6627415 117047
813844 STEWART 205 NORTHBROOK DR NICHOLASVILLE 40356 KY 1 84.59093077 109844.96
814114 FRENCH 1574 YOUNCE ST FRANKLIN 46131 IN 1 79.77147436 62129.33
814160 STRAIT 1213 LONGWOOD AVE PUEBLO 81004 CO 1 71.79152273 63135.23
814199 ADAMS 104 THIRD ST PAINTSVILLE 41240 KY 1 88.77448428 141091.55
814266 DORAN 6135 W 97TH STREET OAK LAWN 60453 IL 1 89.30762411 125799.16
814272 DAVIS 299 WARREN ST ATLANTA 30317 GA 1 89.73467692 58276.33
814285 JACKSON 1036 RALSTON ROAD SHERWOOD 49087 MI 1 74.74968421 70984.56
814295 ELLIS 2269 BATES RD MOUNT MORRIS 48458 MI 1 82.82961039 31860.55
814309 MCPHERSON 8685 SW 154TH CIR PL UNIT 2-IMIAMI 33193 FL 1 84.76914433 82109.85
814323 BATTLE 5439 LEE RD MAPLE HEIGHTS 44137 OH 1 74.72617 74654.82
814364 GOVE 283 W 400 N BOUNTIFUL 84010 UT 1 89.60681757 132467.62
814409 GROJEAN KING 1910 PIMA DRIVE COLORADO SPRINGS 80915 CO 1 40.77161379 59077.15
814428 WOJCIK 1623 DELMONTE CT VENICE 34293 FL 1 89.60961429 125390.24
814451 WHITMER 202 E MAIN ST NEW LONDON 44851 OH 1 89.70429808 93252.5
814517 NOTO 1621 CLAYTON AVE LEXINGTON 40505 KY 1 79.69916564 64890.98
814525 BRANHAM\ROWE 7544 N PISGAH DR WEST CHESTER 45069 OH 1 89.67137398 110243.35
814586 SKLAR 38861 ALCOY RD STERLING HEIGHTS 48310 MI 1 84.68891971 115968.65
814594 SADEK 5507 -5509 TARNOW DETROIT 48228 MI 1 89.96416667 70143.85
814741 NEIL 4966 S HEATH AVE SALT LAKE CITY 84118 UT 1 81.650875 91411.27
814806 PINEGAR 2740 FOREST DR DES MOINES 50312 IA 1 89.60955372 108372.91
814808 EARLEY 548 DELAND ROAD FLUSHING 48433 MI 1 71.78284091 63118.93
814825 PITTS 1696 E ENSIGN CIR SALT LAKE CITY 84121 UT 1 49.2998619 103475.36
814828 NEWTON 911 STUDER AVE COLUMBUS 43206 OH 1 69.73687248 51931.48
814835 TAYLOR 172 W PUTNAM FERRY RD WOODSTOCK 30189 GA 1 84.611575 101480.03
814839 MILLER 18883 STATE RT 81 VENEDOCIA 45894 OH 1 74.74434746 88094.76
814992 SILVER 1417 S HARDY INDEPENDENCE 64052 MO 1 79.19611215 42379
814996 PUGSLEY 502 MAGNA CARTA WAY TAMPA 33613 FL 1 79.03342045 69520.27
815011 CASTONGIA 17102 MOUNT ST LOWELL 46356 IN 1 55.32841975 89584.4
815016 BOYE 1900 SW47TH ST CAPE CORAL 33904 FL 1 74.45713333 55808.15
815048 TRUNCK MELVIN 3840 E EASTER PL LITTLETON 80122 CO 1 89.66508293 183634.61
815084 MCWILLIAMS 6454 S LEE CT LITTLETON 80127 CO 1 84.09563399 128597.24
815119 TERRANA 3775 HAINES RD IDA TOWNSHIP 48140 MI 1 79.70785641 155356.42
815131 JACKSON 3529 ELIZABETH ST DENVER 80205 CO 1 69.64870707 68907.36
815148 MCINTOSH 4848 W 928 N LAKE VILLAGE 46349 IN 1 89.71358654 93258.15
815156 ALTEUS 6450 NW 55TH MANOR CORAL SPINGS 33067 FL 1 89.72212658 141709.84
815177 WATKINS 1114 E SECOND ST PORT CLINTON 43452 OH 1 84.77957895 48305.75
815186 TERRY 1216 BORDEN FLORISSANT 63031 MO 1 84.68952316 62132.61
815195 CRAWFORD 603 TILTON CT RICHMOND 23224 VA 1 89.8623662 63726.67
815197 JONES 3930 NW 34TH WAY LAUDERDALE LAKES 33309 FL 1 84.72956522 97346.78
815224 COLLINS 9049 UNIONVILLE RD UNIONVILLE CENTER 43077 OH 1 84.7711913 97373.81
815239 NOSCROY 7021 WOLFF ST WESTMINSTER 80030 CO 1 89.57789781 122661.22
815256 HYATT 103 COLLEGE AVENUE MILLERSBURG 40348 KY 1 89.19854118 75780.86
815257 PATTERSON 5574 COUNTY FARM SAINT JOHNS 48879 MI 1 89.69862166 159439.3
815266 BOGAN 7130 N NAVAJO AVE GLENDALE 53217 WI 1 64.65688136 76242.94
815268 LABA 104 BROOKWOOD DR WILMORE 40390 KY 1 89.54537079 119476.11
815270 LETT 20205 SUMPTER RD WARRENSVILLE HEIGH44128 OH 1 89.73201613 55612.22
815293 GROVES 14710 W 128TH ST OLATHE 66062 KS 1 89.76405614 255627.49
815321 WILLIAMS 27 -29 SCHUYLER TERR EAST ORANGE 7017 NJ 1 79.81583704 107714.49
815423 LAKE 874 LOIS CT HARTFORD 53027 WI 1 74.67511966 87257.79
I-B-4
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
813542 11.99 8.75 6 Month LIBOR 657.82 1/15/29 Single Family Owner occupied 80000 360
813637 9.9 8.5 6 Month LIBOR 1023.34 12/9/28 Single Family Owner occupied 147000 360
813844 9.25 7.5 6 Month LIBOR 909.06 11/30/28 Single Family Owner occupied 130000 360
814114 9.75 7.25 6 Month LIBOR 536.11 1/26/29 Single Family Owner occupied 78000 360
814160 8.4 7.25 6 Month LIBOR 483.77 1/20/29 Single Family Owner occupied 88000 360
814199 10.45 9 6 Month LIBOR 1289.07 3/9/29 Single Family Owner occupied 159000 360
814266 9.89 8 6 Month LIBOR 1099.86 12/18/28 Single Family Owner occupied 141000 360
814272 10.35 7.5 6 Month LIBOR 528.57 1/8/29 Single Family Owner occupied 67000 360
814285 10.99 8.9 6 Month LIBOR 677.99 12/21/28 Single Family Owner occupied 95000 360
814295 10.25 7.75 6 Month LIBOR 286.75 12/22/28 Single Family Owner occupied 38500 360
814309 9.99 8.5 6 Month LIBOR 722.95 1/27/29 Condominium Owner occupied 97000 360
814323 9.99 8.25 6 Month LIBOR 657.62 12/29/28 Single Family Not Owner 110000 360
occupied
814364 9.15 8 6 Month LIBOR 1086.16 12/28/28 Single Family Owner occupied 148000 360
814409 8.1 7.45 6 Month LIBOR 440.74 12/21/28 Single Family Owner occupied 145000 360
814428 9.75 8 6 Month LIBOR 1082.53 12/18/28 Single Family Owner occupied 140000 360
814451 10.49 8.25 6 Month LIBOR 855.5 1/5/29 Single Family Owner occupied 104000 360
814517 9.85 7.5 6 Month LIBOR 564.96 12/23/28 Single Family Owner occupied 81500 360
814525 9.99 8 6 Month LIBOR 970.65 1/4/29 Single Family Owner occupied 123000 360
814586 9.99 8 6 Month LIBOR 1021.07 1/6/29 Single Family Owner occupied 137000 360
814594 10.49 7.75 6 Month LIBOR 641.62 8/13/29 Multiple Family Owner occupied 78000 360
814741 10.75 8.75 6 Month LIBOR 856.94 12/14/28 Single Family Owner occupied 112000 360
814806 9.75 7.75 6 Month LIBOR 935.62 12/18/28 Single Family Owner occupied 124000 360
814808 10.89 8.25 6 Month LIBOR 598.13 12/21/28 Single Family Owner occupied 88000 360
814825 9.55 7.25 6 Month LIBOR 878.28 12/23/28 Single Family Owner occupied 210000 360
814828 10.49 7.75 6 Month LIBOR 476.65 1/4/29 Single Family Owner occupied 74500 360
814835 9.5 8 6 Month LIBOR 857.67 12/30/28 Single Family Owner occupied 120000 360
814839 8.9 7.25 6 Month LIBOR 705.73 2/2/29 Single Family Owner occupied 118000 360
814992 9.75 7.75 6 Month LIBOR 367.72 1/25/29 Single Family Owner occupied 53500 360
814996 10.99 9 6 Month LIBOR 666.1 1/8/29 Single Family Owner occupied 90000 360
815011 9.45 7.5 6 Month LIBOR 753.49 1/8/29 Single Family Owner occupied 162000 360
815016 8.85 7.25 6 Month LIBOR 446.54 12/23/28 Single Family Owner occupied 88000 360
815048 9.9 8 6 Month LIBOR 1605.5 12/31/28 Single Family Owner occupied 205000 360
815084 9.4 8 6 Month LIBOR 1076.97 1/11/29 Single Family Owner occupied 153000 360
815119 9.99 8.5 6 Month LIBOR 1367.86 1/20/29 Single Family Owner occupied 195000 360
815131 8.45 7.25 6 Month LIBOR 530.4 1/21/29 Single Family Owner occupied 99000 360
815148 9.99 8 6 Month LIBOR 820.72 2/5/29 Single Family Owner occupied 104000 360
815156 11.35 7.5 6 Month LIBOR 1391.94 12/30/28 Single Family Owner occupied 158000 360
815177 10.95 7.5 6 Month LIBOR 459.57 2/26/29 Single Family Owner occupied 62000 360
815186 10 7.75 6 Month LIBOR 547.52 1/7/29 Single Family Owner occupied 77000 360
815195 10.74 8 6 Month LIBOR 596.01 3/29/29 Single Family Owner occupied 71000 360
815197 9.99 8 6 Month LIBOR 857.1 1/5/29 Single Family Owner occupied 115000 360
815224 10.99 8.5 6 Month LIBOR 930.16 1/8/29 Single Family Owner occupied 115000 360
815239 9.9 8 6 Month LIBOR 1072.95 2/5/29 Single Family Owner occupied 137000 360
815256 10.25 8 6 Month LIBOR 685.52 1/6/29 Single Family Owner occupied 85000 360
815257 10.4 7.5 6 Month LIBOR 1451.41 2/3/29 Single Family Owner occupied 177750 360
815266 8.2 6.95 6 Month LIBOR 573.53 1/12/29 Single Family Owner occupied 118000 360
815268 9.25 8.5 6 Month LIBOR 988.44 1/6/29 Single Family Owner occupied 133500 360
815270 10.95 7.5 6 Month LIBOR 529.29 1/27/29 Single Family Owner occupied 63000 360
815293 10.9 8 6 Month LIBOR 2423.35 1/15/29 Single Family Owner occupied 285000 360
815321 11.5 8.25 6 Month LIBOR 1069.51 2/10/29 Multiple Family Not Owner 135000 360
occupied
815423 8.5 7.25 6 Month LIBOR 674.72 1/27/29 Single Family Owner occupied 117000 360
I-B-4
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
815425 REDDINGTON 218 W N ST MORRISTOWN 46161 IN 1 74.79018919 55324.51
815494 CLEM 12872 11 MILE RD CERESCO 49033 MI 1 62.04232941 105406.39
815553 WAGNER 12707 141ST STREET EAST PUYALLUP 98374 WA 1 79.71410833 95553.72
815559 WHITNEY 822 NORTH "M" STREET TACOMA 98403 WA 1 78.23106667 164074.45
815641 KALU 4708 W 5TH ST GREELEY 80634 CO 1 89.62044255 210492.62
815646 SANCHEZ 667 SOUTHERN RD BRONSON 49028 MI 1 88.42740129 48125.61
815673 APOLLO 11631 SHIMMERING LAKE DR CHARLOTTE 28216 NC 1 89.73202671 302279.36
815677 REED 311 N PARKSIDE AVE CHICAGO 60644 IL 1 77.37990777 159181.64
815681 COVINGTON 2566 -2568 N 40TH ST MILWAUKEE 53210 WI 1 84.70580357 47410.96
815693 EVANS 506 154TH PL CALUMET CITY 60419 IL 1 84.75516364 93151.16
815694 RAGLAND 315 ADAMS ST JACKSON 49202 MI 1 84.67342424 55856.53
815733 MASON 1409 WINDERMERE DR FINDLAY 45840 OH 1 79.79971034 115650.11
815742 COONEY 12728 214TH AVE E SUMNER 98390 WA 1 74.61592105 85005.69
815763 GUINN 2 EAST OAKS FESTUS 63028 MO 1 84.67925958 59212.61
815767 SHAW 2201 NE 4TH PL CAPE CORAL 33909 FL 1 79.75865385 62147
815792 WARD III 2025 FEATHERBED LANE BALTIMORE 21207 MD 1 84.74344375 135528.85
815892 TURNAGE 133 FRONT ST POTTS CAMP 38659 MS 1 79.79693443 48639.25
815914 KOTSOVOS 309 64TH AVE N MYRTLE BEACH 29572 SC 1 74.75884167 179335.78
815920 BLOMDAHL 1705 S TAYLOR CIR OLATHE 66062 KS 1 84.73008621 98240.67
815924 PATTON 5908 W SUPERIOR CHICAGO 60644 IL 1 67.14622981 108050.19
815927 CANTANZARO 19022 CLEVELAND AVE. BELTON 64012 MO 1 53.00384545 116541.48
816012 GONZALES 859 S OSAGE ST DENVER 80223 CO 1 79.6234434 84283.57
816102 CROSBY 1430 WOODBERRY RD CHARLOTTE 28212 NC 1 89.74090833 107582.83
816104 WHITE 1910 16TH AVE EAST BRADENTON 34208 FL 1 89.7368625 71758.37
816112 WARD 24240 STATE ROUTE 18 DESHLER 43516 OH 1 89.72834921 56478.06
816148 DAVIS 788 FURLONG DR LEXINGTON 40504 KY 1 41.01663235 27877.22
816160 HALL 700 S HUGHES ST APEX 27502 NC 1 89.6988254 84723.4
816188 KLEIN 630 N WHEELER STREET GRIFFITH 46319 IN 1 68.32135398 77164.19
816215 ARGENTO 367 CREEKVIEW DR HOSCHTON 30548 GA 1 84.70243458 106759.53
816272 MOREAU 957 MUELLER RD ST. PAUL 63366 MO 1 71.09997273 78149.65
816276 HENDERSON 5603 LEXINGTON AVE CLEVELAND 44103 OH 1 79.74477778 50218.39
816291 TE 6756 28TH AVE S SEATTLE 98108 WA 1 68.25714721 134388.09
816336 QUINNEY 6241 SIERRA CIR ROCKFORD 37853 TN 1 89.72833333 118388.41
816346 DUNCAN 3650 SALERNO RD STUART 34997 FL 1 78.5621375 62797.83
816353 MEDINA 507 GLADE CT KISSIMMEE 34758 FL 1 79.73781111 71729.2
816369 TRUJILLO 321 N LANE AVONDALE 81022 CO 1 84.69084906 44862.01
816435 RILEY 42 ALLEN ST NEWARK 43055 OH 1 89.74078667 67245.28
816439 LETT 3336 SPRINGSIDE CT DECATUR 30034 GA 1 69.81812931 80952.82
816446 CHARLES 13932 STATE AVE CHESTER 23836 VA 1 74.79694286 52336.82
816454 KIRKLEY 211 JOHNSTON DR DOUSMAN 53118 WI 1 79.74597143 111591.85
816473 LINSTED 6373 NICKEL PLATE AVE NE LOUISVILLE 44641 OH 1 78.395975 188040.52
816481 LEACH 59160 N MAIN NEW HAVEN 48048 MI 1 84.59032 63442.74
816483 HOOPER 5444 CANADA SHORES COLDWATER 49036 MI 1 74.85233871 46376.76
816510 SAADATKHAH 39 ROGERS CT GOLDEN 80401 CO 1 79.53651148 242516.71
816522 HOAG 111 E UNION ST GREENVILLE 48838 MI 1 84.51952778 60785
816563 ROGERS 1021 SCALES RD SUWANEE 30024 GA 1 89.80256842 170429.48
816576 MORRISON 13975 ASBURY PARK DETROIT 48227 MI 1 89.69880986 127309.21
816589 GIERER 56 COUNTRY HILL ROAD SAINT PETERS 63376 MO 1 84.71557609 77848.47
816591 BRANTLEY 11610 S YALE AVE CHICAGO 60628 IL 1 79.77153731 53401.45
816600 MOONEY 160 POPLAR MINNEOLA 67865 KS 1 79.50593939 65556.65
816610 SEXTON 168 LOCUST GROVE RD CARLISLE 40311- KY 1 84.80735294 57622.93
I-B-5
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
815425 11.24 8.25 6 Month LIBOR 538.63 1/26/29 Single Family Owner occupied 74000 360
815494 8.69 7.5 6 Month LIBOR 829.36 1/19/29 Single Family Owner occupied 170000 360
815553 9.35 8.5 6 Month LIBOR 796.73 2/3/29 Single Family Owner occupied 120000 360
815559 8.5 7.75 6 Month LIBOR 1268.71 1/21/29 Single Family Owner occupied 210000 360
815641 9.3 8 6 Month LIBOR 1747.63 1/6/29 Single Family Owner occupied 235000 360
815646 9.94 8 6 Month LIBOR 421.94 2/1/29 Single Family Owner occupied 54450 360
815673 10.95 7.5 6 Month LIBOR 2876.94 1/5/29 Single Family Owner occupied 337000 360
815677 10.19 9 6 Month LIBOR 1426.63 1/25/29 Single Family Owner occupied 206000 360
815681 9.59 8.5 6 Month LIBOR 403.38 2/1/29 Single Family Owner occupied 56000 360
815693 10.49 8 6 Month LIBOR 854.58 1/8/29 Single Family Owner occupied 110000 360
815694 9.75 7.5 6 Month LIBOR 481.99 1/13/29 Single Family Owner occupied 66000 360
815733 9.49 8 6 Month LIBOR 974.54 4/23/29 Single Family Owner occupied 145000 360
815742 8.35 7.25 6 Month LIBOR 648.35 1/20/29 Single Family Owner occupied 114000 360
815763 9.85 7.75 6 Month LIBOR 515.28 1/21/29 Single Family Owner occupied 70000 360
815767 9.49 7.5 6 Month LIBOR 524.24 2/17/29 Single Family Owner occupied 78000 360
815792 10.24 8.5 6 Month LIBOR 1217.69 2/3/29 Single Family Owner occupied 160000 360
815892 11.05 5.75 6 Month LIBOR 466.58 1/27/29 Single Family Owner occupied 61000 360
815914 9.94 8.4 6 Month LIBOR 1571.65 2/1/29 Single Family Owner occupied 240000 360
815920 10 7.75 6 Month LIBOR 865.29 2/12/29 Single Family Owner occupied 116000 360
815924 9.6 8.25 6 Month LIBOR 920.08 2/1/29 Single Family Owner occupied 161000 360
815927 8.99 7.25 6 Month LIBOR 940.57 3/8/29 Single Family Owner occupied 220000 360
816012 8.1 7.5 6 Month LIBOR 628.15 1/25/29 Single Family Owner occupied 106000 360
816102 9.75 8 6 Month LIBOR 927.89 2/22/29 Single Family Owner occupied 120000 360
816104 10.39 8.5 6 Month LIBOR 652.7 2/8/29 Single Family Owner occupied 80000 360
816112 10.24 8 6 Month LIBOR 507.67 1/21/29 Single Family Owner occupied 63000 360
816148 9.7 7.25 6 Month LIBOR 239.54 1/20/14 Single Family Owner occupied 68000 180
816160 9.75 8 6 Month LIBOR 730.71 2/16/29 Single Family Owner occupied 94500 360
816188 9.7 7.5 6 Month LIBOR 663 2/3/29 Single Family Owner occupied 113000 360
816215 10 7.75 6 Month LIBOR 940.32 2/1/29 Single Family Owner occupied 127000 360
816272 7.7 7.25 6 Month LIBOR 562.17 2/1/29 Single Family Owner occupied 110000 360
816276 10.65 5.75 6 Month LIBOR 466.69 1/1/29 Single Family Owner occupied 63000 360
816291 8.95 7.5 6 Month LIBOR 1081.39 2/3/29 Single Family Owner occupied 197000 360
816336 10.24 8 6 Month LIBOR 1063.69 2/1/29 Single Family Owner occupied 132000 360
816346 10.6 8 6 Month LIBOR 581 2/26/29 Single Family Owner occupied 80000 360
816353 9.85 7.5 6 Month LIBOR 623.89 2/5/29 Single Family Owner occupied 90000 360
816369 9.35 7.75 6 Month LIBOR 373.88 2/1/29 Single Family Owner occupied 53000 360
816435 10.24 8 6 Month LIBOR 604.37 2/1/29 Single Family Owner occupied 75000 360
816439 10.2 7.5 6 Month LIBOR 724.62 3/26/29 Single Family Owner occupied 116000 360
816446 10.75 8.5 6 Month LIBOR 490.08 2/19/29 Single Family Owner occupied 70000 360
816454 10 9 6 Month LIBOR 982.88 2/16/29 Single Family Owner occupied 140000 360
816473 8.99 5.125 6 Month LIBOR 1519.38 1/1/29 Single Family Owner occupied 240000 360
816481 8.65 7.35 1 Year Treasury 496.98 2/1/29 Single Family Owner occupied 75000 360
816483 11.49 8.5 6 Month LIBOR 460.13 2/16/29 Single Family Owner occupied 62000 360
816510 8.75 7.5 6 Month LIBOR 1919.55 1/26/29 Single Family Owner occupied 370000 360
816522 9.25 7.5 6 Month LIBOR 503.48 2/3/29 Single Family Owner occupied 72000 360
816563 10.99 9 6 Month LIBOR 1627.18 1/27/29 Single Family Owner occupied 190000 360
816576 9.75 8 6 Month LIBOR 1098 2/16/29 Single Family Owner occupied 142000 360
816589 8.99 7.5 6 Month LIBOR 628.65 2/23/29 Single Family Owner occupied 94000 360
816591 10.5 7.375 1 Year Treasury 490.3 2/1/29 Single Family Owner occupied 67000 360
816600 9.49 5.625 6 Month LIBOR 554.48 1/1/29 Single Family Owner occupied 82500 360
816610 10.84 9 6 Month LIBOR 543.47 2/8/29 Single Family Owner occupied 68000 360
I-B-5
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
816620 SMITH 7783 NW 60TH LN PARKLAND 33067 FL 1 49.42824252 94627.47
816632 JONES 18761 CAPE SABLE DR BOCA RATON 34498 FL 1 89.70751883 214297.79
816652 WORKMAN 3248 VENTURA BOULEVARD GROVE CITY 43123 OH 1 79.72888158 60563.56
816667 LAKES 102 SQUIRES DR RICHMOND 40475 KY 1 84.73010138 91888.92
816702 AARON 3590 WOODSIDE DR CORAL SPRINGS 33065 FL 1 74.78534545 164457.92
816756 NOEL 1060 NW 43RD ST FORT LAUDERDALE 33309 FL 1 84.65897849 78693.44
816782 JEWELL 3368 PARK AVENUE WEST MANSFIELD 44906 OH 1 84.55174863 77333.3
816803 REEVES 11386 LOGINAW DR WARREN 48089 MI 1 89.83443243 166067.5
816844 DEGEER 5194 S SEYMOUR RD SWARTZ CREEK 48473 MI 1 89.68025021 107473.16
816852 HERBST 9606 BUTCHER RD MOUNT VERNON 43050 OH 1 89.72679592 131841.75
816855 MCDONALD 4809 WINONA TERRACE CINCINNATI 45227 OH 1 69.783375 55804.93
816859 LARSSON 362 S 20TH AVE BRIGHTON 80601 CO 1 84.73854237 149918.85
816860 DIAS 4580 FREEPORT WAY DENVER 80239 CO 1 79.72639568 110689.54
816865 BELANGER 827 BROADWAY OWOSSO 48867 MI 1 79.692125 57378.33
816879 PAYNE 6658 COLLINSWAY COVE MEMPHIS 38141 TN 1 79.85285455 87740.65
816900 WOOD 6 WAGON WHEEL WAY OCALA 34482 FL 1 84.78192593 114411.99
816926 STAVINSKY 7065 COLEY AVENUE LAS VEGAS 89117 NV 1 89.708165 179330.17
816929 AHERN 1311 CUSTER AVE ROCKFORD 61103 IL 1 79.746 57390.12
816931 SANTIBANEZ 1559 SOUTH AVE TOLEDO 43609 OH 1 89.78663492 56538.04
816940 CHILDERS 989 BLAINCE BRANCH ROAD BEATTYVILLE 41311 KY 1 89.72841538 58297.38
816974 FONNER 27 SPAULDING AVE BATTLE CREEK 49017 MI 1 89.78019753 72660.51
817000 SANDOR 4409 DALLAS PL BOULDER 80303 CO 1 79.71792571 278867.2
817002 LOPER 520 S BRIDGE ST BELDING 48809 MI 1 74.786375 59808.24
817027 WILLIAMS 2035 S GLEBE RD ARLINGTON 22204 VA 1 84.91413889 152789.48
817032 CLARK 15140 E HAMPDEN CIR AURORA 80014 CO 1 88.70685714 80682.42
817055 MENCONI 1111 COUNTRY CLUB DR CROWN POINT 46307 IN 1 89.73904386 102259.04
817086 CURRY 809 18TH ST EAST BRADENTON 34208 FL 1 79.7734 55814.18
817105 ALFARIS 2916 S WABASH CIR DENVER 80231 CO 1 84.71624706 143887.63
817113 SCOTT 1548 ARLINE AVE ABINGTON 19001 PA 1 84.76913402 82187.64
817136 SAMS 99 N HESTER ST NORWALK 44857 OH 1 79.25778417 55052.67
817152 BUETTNER 1020 CENTRAL AVE DECATUR 46733 IN 1 79.68664444 35837.25
817153 MILLIMAN 30 CHARLES ST HILLSDALE 49242 MI 1 89.79163889 64598.16
817158 VITELLO 1256 NEWTON ST DENVER 80204 CO 1 89.68972308 116541.21
817164 PACHECO 5905 W ALAMO DR LITTLETON 801230893 CO 1 89.73664792 207294.32
817189 GAUNT 600 E 1248 S MARION 46953 IN 1 84.68434286 59246.49
817201 JANNEN 526 W 1ST STREET LOVELAND 80537 CO 1 78.87767033 71702.58
817212 GIBSON 2361 HANNA DRIVE COLUMBUS 43211 OH 1 79.77386207 46229.42
817219 GIBSON 2445 HANNA DR COLUMBUS 43211 OH 1 79.80456364 43855.42
817221 GIBSON 1675 - 1675 1/2 MINNESOTA AVE COLUMBUS 43211 OH 1 79.82443697 47459.44
817222 GIBSON 2380 CENTURY DR COLUMBUS 43211 OH 1 79.80468519 43058.12
817247 COTTEN 74 S PARK ST CEDAR SPRINGS 49319 MI 1 84.05474528 89020.09
817249 WILCOX 4720 SWAINSONA DR LOVELAND 80537 CO 1 73.39742105 139362.08
817261 CAPEL 695 SHELTON RD RADCLIFF 40160 KY 1 89.6826413 82464.99
817275 LUSK 1836 HARBOR LANE NAPLES 34104 FL 1 86.53272892 143583.55
817308 DUNN DUNN\BLUNK 53 TERRY DR SAINT CHARLES 63303 MO 1 74.42322222 53555.39
817322 BAUGH 1006 DANIELLE COURT RICHMOND 40475 KY 1 89.65070064 70342.69
817373 KEHRLE 262 OXFORD RD LEXINGTON 44904 OH 1 69.3300087 79683.24
817381 KEENE 4165 CEDAR RD ORANGE PARK 32065 FL 1 79.63759756 65269.05
I-B-6
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
816620 9.65 7.5 6 Month LIBOR 809.23 2/5/29 Single Family Owner occupied 200000 360
816632 9.89 8 6 Month LIBOR 1870.2 2/5/29 Single Family Owner occupied 243000 360
816652 9.69 8.25 6 Month LIBOR 519.69 2/1/29 Single Family Owner occupied 76000 360
816667 10 7.5 6 Month LIBOR 809.34 2/5/29 Single Family Owner occupied 116500 360
816702 10.49 8.75 6 Month LIBOR 1508.09 2/1/29 Single Family Not Owner 220000 360
occupied
816756 9.7 7.75 6 Month LIBOR 675.83 2/1/29 Single Family Owner occupied 93000 360
816782 10.99 8.25 6 Month LIBOR 740.08 2/3/29 Single Family Owner occupied 91500 360
816803 10.95 9.5 6 Month LIBOR 1579.33 3/30/29 Single Family Owner occupied 185000 360
816844 9.75 8.5 6 Month LIBOR 927.11 3/5/29 Single Family Owner occupied 121000 360
816852 10.45 7.5 6 Month LIBOR 1205.26 2/18/29 Single Family Owner occupied 147000 360
816855 10.95 8.5 6 Month LIBOR 531.19 2/3/29 Single Family Owner occupied 80000 360
816859 10.15 8.5 6 Month LIBOR 1337.01 2/16/29 Single Family Owner occupied 177000 360
816860 8.9 8.5 6 Month LIBOR 886.75 2/10/29 Single Family Owner occupied 139000 360
816865 9.74 7.5 6 Month LIBOR 494.45 2/4/29 Single Family Not Owner 72000 360
occupied
816879 11.1 8.75 6 Month LIBOR 844.7 2/9/29 Single Family Not Owner 110000 360
occupied
816900 11 8 6 Month LIBOR 1092.79 2/25/29 Single Family Owner occupied 135000 360
816926 9.9 8 6 Month LIBOR 1566.34 2/10/29 Single Family Owner occupied 200000 360
816929 10 7.75 6 Month LIBOR 505.48 2/19/29 Single Family Owner occupied 72000 360
816931 9.75 8 6 Month LIBOR 487.14 4/23/29 Single Family Owner occupied 65000 360
816940 10.24 8 6 Month LIBOR 523.78 2/3/29 Single Family Owner occupied 65000 360
816974 10.49 8 6 Month LIBOR 666.3 2/22/29 Single Family Owner occupied 81000 360
817000 9.5 7.5 6 Month LIBOR 2354.39 2/5/29 Single Family Owner occupied 350000 360
817002 11.49 8.25 6 Month LIBOR 593.72 2/16/29 Single Family Owner occupied 80000 360
817027 11 7.5 6 Month LIBOR 1457.05 8/20/29 Single Family Owner occupied 180000 360
817032 9.65 8 6 Month LIBOR 689.97 2/10/29 Condominium Owner occupied 91000 360
817055 10.49 8 6 Month LIBOR 937.76 3/12/29 Single Family Owner occupied 118000 360
817086 9.79 7.5 6 Month LIBOR 482.77 3/10/29 Single Family Owner occupied 70000 360
817105 10.25 8 6 Month LIBOR 1294.87 2/26/29 Single Family Owner occupied 170000 360
817113 9.99 8 6 Month LIBOR 722.95 3/15/29 Single Family Owner occupied 97000 360
817136 9.49 7.5 6 Month LIBOR 467.11 2/18/29 Single Family Owner occupied 69500 360
817152 8.75 7.25 6 Month LIBOR 283.21 3/18/29 Single Family Owner occupied 55500 360
817153 10.74 8 6 Month LIBOR 604.41 2/23/29 Single Family Owner occupied 72000 360
817158 9.65 8 6 Month LIBOR 996.63 2/16/29 Single Family Owner occupied 130000 360
817164 10.5 8.5 6 Month LIBOR 1903.39 2/16/29 Single Family Owner occupied 232000 360
817189 9.25 7.5 6 Month LIBOR 489.49 2/16/29 Single Family Owner occupied 76000 360
817201 9.4 8.5 6 Month LIBOR 600.17 2/22/29 Single Family Owner occupied 91000 360
817212 10.49 8.75 6 Month LIBOR 424.09 2/12/29 Single Family Not Owner 58000 360
occupied
817219 10.49 8.75 6 Month LIBOR 402.16 2/12/29 Single Family Not Owner 56000 360
occupied
817221 10.99 9.25 6 Month LIBOR 452.95 2/12/29 Multiple Family Not Owner 60000 360
occupied
817222 10.49 8.75 6 Month LIBOR 394.84 2/12/29 Single Family Not Owner 55000 360
occupied
817247 10.24 8 6 Month LIBOR 799.11 4/5/29 Single Family Owner occupied 106000 360
817249 8.25 7.25 6 Month LIBOR 1051.77 3/30/29 Single Family Owner occupied 190000 360
817261 9.5 7.75 6 Month LIBOR 696.23 2/26/29 Single Family Owner occupied 92000 360
817275 10.45 7.5 6 Month LIBOR 1311.84 3/16/29 Single Family Owner occupied 166000 360
817308 9.6 7.25 6 Month LIBOR 458.01 3/24/29 Single Family Owner occupied 75000 360
817322 10 8.25 6 Month LIBOR 619.57 2/25/29 Multiple Family Owner occupied 79000 360
817373 8.94 7.5 6 Month LIBOR 640.25 3/10/29 Single Family Owner occupied 115000 360
817381 9.5 7.25 6 Month LIBOR 550.76 3/10/29 Single Family Owner occupied 82000 360
I-B-6
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
817403 COLLIER 2113 S 23RD AVE BROADVIEW 60153 IL 1 75.782 100753.92
817424 MCCLAIN 7213 W ROXBURY PL LITTLETON 80128 CO 1 85.93069655 124533.58
817427 SPINN SPINNER 612 FOURTH ST WESTON 64098 MO 1 89.68014993 59785.69
817430 LAPPALAINEN 849 BARNYARD DR MURPHY 28906- NC 1 79.7879661 47074.9
817432 FORSYTH 5105 EVERETT AVE FLOYDS KNOBS 47119 IN 1 89.80256818 118539.39
817473 STERNBERG 21696 CROMWELL CIR BOCA RATON 33486 FL 1 89.76659884 154339.09
817491 ALLEN 141 ALLEN DOUGLAS DR RICHMOND 40475 KY 1 76.81196296 103608.54
817497 PERRY 7142 BAY VIEW DR NE OLYMPIA 98506 WA 1 57.536204 143761.85
817540 GILLESPIE 2486 W SUNSET DR LITTLETON 80120 CO 1 74.70386944 268767.66
817548 FINLEY 8881 NORTHLAWN DETROIT 48227 MI 1 74.81682353 63567.55
817593 DAVID 7 COUNTRY HILL ROAD SAINT PETERS 63376 MO 1 89.2887963 96321.83
817611 COOPER 553 N CANYON VIEW DR PLEASANT GROVE 84062 UT 1 79.6979367 193779.58
817613 MARLATTE 836 NW 1571 RD HOLDEN 64040 MO 1 89.8398375 143699.53
817618 BROADDUS 3392 PEARL ST WARREN 48091 MI 1 79.77776502 90256.98
817633 HENDRICKSON 5716 BROOKVIEW AVENUE PORTAGE 46368 IN 1 89.76868148 121134.11
817656 PAPOVICH 2201 CARDINAL HARBOUR RD PROSPECT 40059 KY 1 89.80084444 201897.02
817676 CARPENTER 3580 W SKY RIDGE LOOP TUCSON 85742 AZ 1 89.73741509 95080.51
817691 KRETSCH 11525 272ND AVE TREVOR 53179 WI 1 88.10666079 99966.79
817704 WEAVER 5320 E 129TH WAY THORNTON 80241 CO 1 79.46458784 117549.69
817708 KUHL 904 SAINT CLAIR AVE ELKHART 46516 IN 1 84.81398333 50869.19
817709 ELLIS 3240 LIV-MOOR DR COLUMBUS 43227 OH 1 86.04001099 78296.41
817734 VANDERBUILT 3537 LEACH DR COLUMBUS 43207 OH 1 89.80250602 74507.89
817749 SHULL 359 SPERLING DR CHERRYVILLE 28021 NC 1 84.82966667 76320.51
817755 NANCE 9848 S UNIVERSITY CHICAGO 60628 IL 1 74.79165714 78441.43
817776 SMITH 7255 W MERANTO AVE LAS VEGAS 891249220 NV 1 89.76659574 168696.21
817792 NADOLSKI 20245 HUNTINGTON AVE HARPER WOODS 48225 MI 1 89.78350909 98682.54
817795 FORERO 539 SUMMERBROOKE CT SUWANEE 30174 GA 1 84.81363158 112716.58
817817 CRESPO 11007 REGENCY COMMONS CT ORLANDO 32837 FL 1 84.82145185 57213.29
817825 BREATHETT 2387 COUNTRY CLUB DR SW ATLANTA 30311 GA 1 84.83271579 80563.7
817842 WANNER 710 HEALY ST OGDEN 844030753 UT 1 89.79909412 76300.46
817851 BURGESS 248 W DOWNS CIR OGDEN 84404 UT 1 89.81408955 120248.18
817852 BROWN 5052 INDIA LAKE DR ACWORTH 30102 GA 1 79.7894219 143385.52
817858 CROWLEY 4920 DRYMON AVE SARASOTA 34235 FL 1 79.78274107 89314.92
817869 ANDERSON 6716 COVE CREEK DR CHARLOTTE 28215 NC 1 84.79192929 83872.92
817873 HALPIN 4126 W 54TH TERR SHAWNEE MISSION 66205 KS 1 89.77978571 125564.9
817904 SHEFFIELD 915 YORK DR BRANDON 33510 FL 1 89.76868293 73577.75
817905 VANDENBRINK 4167 PONDEROSA DR DORR 49323 MI 1 72.47389565 83323.08
817908 MORRISON 705 E 152ND ST DOLTON 60419 IL 1 79.86908594 102147.56
817909 DAHN 4920 W 51ST TERR ROELAND PARK 66205 KS 1 74.54817204 69242.89
817927 REVOLLO 4245 ORTEGA FOREST DR JACKSONVILLE 32210 FL 1 84.78787397 309214.47
817934 NETZLER 115 SECURITY BLVD COLORADO SPRINGS 80911 CO 1 79.73048913 73309.91
817939 HEDGECOUGH 619 OLD DRAKE TEMPERANCE BOWLING GREEN 42104 KY 1 89.78662069 52025.31
817941 JONES 601 OAKDALE DR ELKHART 46517 IN 1 89.72910526 68158.85
817951 LEROY 6614 SW 41ST PL 1 DAVIE 33314 FL 1 67.58678082 49272.14
817960 GRANDMAISON 3624 BRIGHTON DR LANSING 48911 MI 1 74.79838462 48573.44
817962 WEATHERS 435 50TH AVE BELLWOOD 60104 IL 1 79.73228346 91081.66
817968 PORTER 10612 BRIXWORTH COURT DAMASCUS 20872 MD 1 79.77776647 133152.97
817969 EBERTS 20 LN 160 JIMMERSON ANGOLA 46703 IN 1 89.83982422 229919.21
817974 GIBBONS 5753 SW 24TH AVE FORT LAUDERDALE 33312 FL 1 79.1471913 90953.86
817982 KEESLING 12735 S DARNELL OLATHE 66062 KS 1 84.79338125 271240.79
I-B-7
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
817403 11.24 7.5 6 Month LIBOR 980.21 3/8/29 Single Family Owner occupied 133000 360
817424 9.4 8 6 Month LIBOR 1041.96 3/2/29 Single Family Owner occupied 145000 360
817427 9.5 8 6 Month LIBOR 504.76 2/22/29 Single Family Owner occupied 66700 360
817430 10.85 9 6 Month LIBOR 444.16 2/25/29 Second Home Not Owner 59000 360
occupied
817432 10.99 8.5 6 Month LIBOR 1130.46 4/1/29 Single Family Owner occupied 132000 360
817473 10.95 9.5 6 Month LIBOR 1468.35 2/12/29 Single Family Owner occupied 176000 360
817491 10.49 8.25 6 Month LIBOR 950.09 2/22/14 Single Family Owner occupied 135000 180
817497 9.23 7.33 6 Month LIBOR 1185.03 3/22/29 Single Family Owner occupied 250000 360
817540 8.65 7.5 6 Month LIBOR 2104.84 3/3/29 Single Family Owner occupied 360000 360
817548 10.49 8.25 6 Month LIBOR 582.67 3/5/29 Single Family Not Owner 85000 360
occupied
817593 9 8 6 Month LIBOR 778.07 3/12/29 Single Family Owner occupied 108000 360
817611 8.4 7.75 6 Month LIBOR 1482.84 3/19/29 Single Family Owner occupied 250000 360
817613 11.95 8 6 Month LIBOR 1475.66 3/24/29 Single Family Owner occupied 160000 360
817618 8.99 7.5 6 Month LIBOR 728.01 4/5/29 Single Family Owner occupied 119000 360
817633 10.25 8.5 6 Month LIBOR 1088.76 3/15/29 Single Family Owner occupied 135000 360
817656 10.95 7.5 6 Month LIBOR 1920.81 2/26/29 Single Family Owner occupied 225000 360
817676 10.4 8.75 6 Month LIBOR 865.54 2/25/29 Single Family Owner occupied 106000 360
817691 11.45 7.5 6 Month LIBOR 988.45 3/16/29 Single Family Owner occupied 113500 360
817704 9.78 9 6 Month LIBOR 1016.4 2/24/29 Single Family Owner occupied 148000 360
817708 11 7.75 6 Month LIBOR 485.68 3/23/29 Single Family Owner occupied 60000 360
817709 10.95 7.5 6 Month LIBOR 744.61 3/1/29 Single Family Owner occupied 91000 360
817734 10.99 8.25 6 Month LIBOR 710.82 3/29/29 Single Family Owner occupied 83000 360
817749 11.45 7.5 6 Month LIBOR 754.66 3/15/29 Single Family Owner occupied 90000 360
817755 8.99 7.5 6 Month LIBOR 633.07 3/29/29 Single Family Owner occupied 105000 360
817776 10.95 7.5 6 Month LIBOR 1604.94 2/26/29 Single Family Owner occupied 189500 360
817792 10.74 8 6 Month LIBOR 923.4 3/12/29 Single Family Owner occupied 110000 360
817795 11 9 6 Month LIBOR 1076.6 2/26/29 Single Family Not Owner 136000 360
occupied
817817 11.25 7.75 6 Month LIBOR 557.26 2/26/29 Single Family Owner occupied 69000 360
817825 11.49 8.5 6 Month LIBOR 799.04 3/3/29 Single Family Owner occupied 95000 360
817842 10.95 7.5 6 Month LIBOR 725.64 3/20/29 Single Family Owner occupied 90000 360
817851 10.4 8.5 6 Month LIBOR 1094.17 3/3/29 Single Family Owner occupied 134000 360
817852 9.25 7.5 6 Month LIBOR 1183.99 3/26/29 Single Family Owner occupied 182000 360
817858 9.99 7.95 6 Month LIBOR 785.64 3/18/29 Single Family Owner occupied 112000 360
817869 10.48 8.5 6 Month LIBOR 768.5 2/24/29 Single Family Owner occupied 99000 360
817873 9.6 8.6 6 Month LIBOR 1068.68 3/9/29 Single Family Owner occupied 140000 360
817904 10.25 9 6 Month LIBOR 661.32 3/3/29 Single Family Owner occupied 82000 360
817905 12.74 8.25 6 Month LIBOR 906.74 3/17/29 Single Family Owner occupied 115000 360
817908 10.49 9 6 Month LIBOR 935.93 4/2/29 Single Family Owner occupied 128000 360
817909 8.5 7.25 6 Month LIBOR 534.39 4/5/29 Single Family Owner occupied 93000 360
817927 10.5 8.25 6 Month LIBOR 2837.98 3/29/29 Single Family Owner occupied 365000 360
817934 8.99 7.5 6 Month LIBOR 591.67 3/10/29 Single Family Owner occupied 92000 360
817939 9.75 8 6 Month LIBOR 448.48 3/1/29 Single Family Owner occupied 58000 360
817941 9.5 7.75 6 Month LIBOR 575.14 3/4/29 Single Family Owner occupied 76000 360
817951 8.2 6.95 6 Month LIBOR 370.14 3/30/29 Condominium Owner occupied 73000 360
817960 10 7.25 6 Month LIBOR 427.82 3/8/29 Single Family Owner occupied 65000 360
817962 8.99 7.5 6 Month LIBOR 735.09 3/3/29 Single Family Owner occupied 114300 360
817968 8.99 7.5 6 Month LIBOR 1074.01 4/5/29 Single Family Owner occupied 167000 360
817969 11.95 7.5 6 Month LIBOR 2361.06 3/26/29 Single Family Owner occupied 266000 360
817974 8.25 7.25 6 Month LIBOR 691.17 3/2/29 Single Family Owner occupied 115000 360
817982 11.25 9.75 6 Month LIBOR 2641.83 2/25/29 Single Family Owner occupied 320000 360
I-B-7
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
817987 LEWALLEN 4601 NW GOULDEN-ROBERTS RD BLUE SPRINGS 64015 MO 1 74.8638 149615.11
817996 ANGELO 5045 E WINDROSE DR SCOTTSDALE 85254 AZ 1 63.33023457 102525.86
817997 HILL 5007 WEDGEWOOD MUNCIE 47304 IN 1 89.73913772 74893.49
818005 WILSON 4984 SHALLOW RIDGE RD. KENNESAW 30144 GA 1 89.8436669 128294.96
818028 AUKER 110 S MAIN PO BOX 114 LOSANTVILLE 47354 IN 1 80.51371941 49330.64
818046 JONES 2225 HANOVER ST AURORA 80010 CO 1 84.77109179 87697.44
818048 GREGG 1321 N CIR DR COLORADO SPRINGS 80907 CO 1 84.79281739 97470.81
818050 KNORR 1215 BROOKVIEW AVE DAYTON 45409 OH 1 79.84071556 179458.13
818057 DOUGLAS 4105 NW 47TH ST TAMARAC 33319 FL 1 79.86323158 75828.15
818058 ONUOHA 2247 S WACO CT AURORA 80013 CO 1 79.73227684 141045.07
818080 STANISOVSKA 1596 HARRISON POND DR GAHANNA 43230 OH 1 89.85129388 248714.75
818094 WING 1401 SE 20TH ST CAPE CORAL 33990 FL 1 79.84857143 89387.14
818129 CHRISTOPHER 113 CRESTVIEW DRIVE BEREA 40403 KY 1 84.82371613 131429.71
818131 MCCLELLAN 412 CONCORD DRIVE CLINTON 39056 MS 1 84.79722807 169100.95
818145 BARRIX 1722 HOLLY WAY LANSING 48910 MI 1 89.55989773 78735.64
818160 MCDANIELS 747 MADERIA COURT KISSIMMEE 34758 FL 1 84.76964103 66089.49
818166 ORTON 190 & 228 N PERU ST CICERO 46034 IN 1 84.83689011 77171.12
818167 LACIVITA 11344 WOODCHUCK LN BOCA RATON 33428 FL 1 79.89601935 123755.91
818174 PHETSAVANH 4504 35TH AVE SOUTH SEATTLE 98118 WA 1 79.72727 79680.63
818193 POWELL 8720 MORNINGSTAR LN CINCINNATI 45231 OH 1 89.79628333 53827.65
818203 BEEDLE 602 W ALABAMA AVE FOUNTAIN 80817 CO 1 89.79325333 201843.33
818220 YODER 19461 SUN CIR CT GOSHEN 46526 IN 1 74.78778302 79237.93
818224 DEJEU 2141 HOLLYWOOD DR LAWRENCEVILLE 30245 GA 1 89.78063441 83460.94
818254 HAYES RT 1 BOX 317A BRODHEAD 40409 KY 1 76.41889583 73305.24
818259 MARSHALL 3615 S LUCILE ST SEATTLE 98118 WA 1 78.3238 109593.97
818260 ELKINS 317 E DESERT LN GILBERT 85234 AZ 1 84.76390323 105057.19
818261 ALTIMUS 8414 W SALTER DR PEORIA 85382 AZ 1 78.33422894 96467.79
818263 FLOWERS 4300 NW 11TH AVE MIAMI 33127 FL 1 75.3232 67762.03
818265 HOLDEN 305 12TH AVE N GREENWOOD 64034 MO 1 74.36574074 80317.91
818268 KELLAM 1763 CENTER AVENUE EAST POINT 30344 GA 1 79.83369737 60651.85
818283 TEISLER 17 W SILVERWOOD DR PHOENIX 85045 AZ 1 79.75917667 239153.76
818293 BLAYLOCK 12020 SIOUX PT DR SAINTE GENEVIEVE 63670 MO 1 84.8036 103843.05
818305 TURNER 1836 -1838 E 78TH ST KANSAS CITY 64132 MO 1 79.81039394 78980.03
818310 PATON 7295 COVINGTON HWY LITHONIA 30058 GA 1 89.742896 112123.52
818381 BUTLER 312 GRAND AVE AKRON 44302 OH 1 89.83475 53880.47
818399 DYER 1601 CRESTA RD COLORADO SPRINGS 80906 CO 1 84.769148 211823.86
818400 HARPER 3376 FOWLER AVE OGDEN 84403 UT 1 89.73075 107621.54
818401 JONES 2411 19TH AVE CT NW GIG HARBOR 98335 WA 1 79.77049827 230536.74
818404 MURPHY 6725 W 48TH AVE WHEAT RIDGE 80033 CO 1 84.75462346 137259.79
818421 STARR 10802 S F HWY LONE JACK 64070 MO 1 80.98277045 355978
818422 THOMAS 12944 ARCHDALE DETROIT 48227 MI 1 79.80990588 67771.93
818435 ROGERS 142 LAKESHORE DR RICHMOND 40475 KY 1 89.74993846 87406.09
818460 VAZQUEZ VAZQUEZ 5731 SW 24 AVE FORT LAUDERDALE 33312 FL 1 79.76166087 91613.49
818472 FORD 7045 REEDS LN WATERFORD 48328 MI 1 79.86941739 183575.46
818474 CAMACHO 11 NORTHWEST 97TH ST. MIAMI 33150 FL 1 79.74632877 116366.24
818481 EL SAYED\FARHAT 13133 S MORROW CIR DEARBORN 48126 MI 1 79.73500645 123527.95
818518 ARNOTT 7801 N PRIMROSE DR DUNNELLON 34434 FL 1 84.82772894 69444.95
818522 GRUDT 1220 WETHERBY JACKSON 49201 MI 1 74.57526316 141567.88
818523 PETERSEN\DEAN 1353 E GARFIELD AVE AURORA 60506 IL 1 89.77464571 157024.87
818524 WILLIAMS 14542 E 13TH AVE AURORA 80011 CO 1 74.36275325 57218.45
I-B-8
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
817987 11 8.25 6 Month LIBOR 1428.49 3/9/29 Single Family Owner occupied 200000 360
817996 8.2 7.25 6 Month LIBOR 770.19 3/8/29 Single Family Owner occupied 162000 360
817997 9.5 7.75 6 Month LIBOR 631.9 5/1/29 Single Family Owner occupied 83700 360
818005 11.24 8.5 6 Month LIBOR 1248.16 3/2/29 Single Family Owner occupied 142900 360
818028 9.75 7.75 6 Month LIBOR 425.28 3/19/29 Single Family Owner occupied 61300 360
818046 10.03 8 6 Month LIBOR 773.99 3/12/29 Single Family Owner occupied 103500 360
818048 10.5 8 6 Month LIBOR 894.16 3/2/29 Single Family Owner occupied 115000 360
818050 9.5 7.75 6 Month LIBOR 1513.54 4/2/29 Single Family Owner occupied 225000 360
818057 12.49 9.75 6 Month LIBOR 810.53 2/26/29 Single Family Owner occupied 95000 360
818058 8.99 7.5 6 Month LIBOR 1138.33 3/8/29 Single Family Owner occupied 177000 360
818080 11.45 7.5 6 Month LIBOR 2459.24 3/30/29 Single Family Owner occupied 280000 360
818094 9.74 8 6 Month LIBOR 769.14 5/4/29 Single Family Owner occupied 112000 360
818129 11.25 8.25 6 Month LIBOR 1279.64 3/8/29 Single Family Owner occupied 160000 360
818131 10.6 8.25 6 Month LIBOR 1563.86 3/12/29 Single Family Owner occupied 213000 360
818145 9.75 8 6 Month LIBOR 678.73 3/22/29 Single Family Owner occupied 88000 360
818160 10 8.25 6 Month LIBOR 581.83 3/12/29 Single Family Owner occupied 78000 360
818166 10.75 8.25 6 Month LIBOR 722.05 4/1/29 Single Family Owner occupied 92000 360
818167 11.49 9 6 Month LIBOR 1227.02 4/13/29 Single Family Owner occupied 155000 360
818174 8.9 8.5 6 Month LIBOR 637.95 3/19/29 Single Family Owner occupied 100000 360
818193 9.99 8 6 Month LIBOR 473.49 3/10/29 Single Family Owner occupied 60000 360
818203 9.9 8.5 6 Month LIBOR 1762.14 3/23/29 Single Family Owner occupied 225000 360
818220 9.99 8.5 6 Month LIBOR 697.08 3/15/29 Single Family Owner occupied 106000 360
818224 10.5 8.75 6 Month LIBOR 765.64 3/24/29 Single Family Owner occupied 93000 360
818254 10.85 7.5 6 Month LIBOR 691.64 3/30/29 Single Family Owner occupied 96000 360
818259 9.28 7.5 6 Month LIBOR 907.34 3/17/29 Single Family Owner occupied 140000 360
818260 9.9 7.75 6 Month LIBOR 917.18 3/19/29 Single Family Owner occupied 124000 360
818261 11.15 8.75 6 Month LIBOR 931.95 3/12/29 Single Family Owner occupied 124000 360
818263 10.5 7.75 6 Month LIBOR 622.02 3/8/29 Single Family Owner occupied 90000 360
818265 8.25 7.25 6 Month LIBOR 608.53 3/16/29 Single Family Owner occupied 108000 360
818268 11.24 8.25 6 Month LIBOR 590.07 3/5/29 Single Family Not Owner 76500 360
occupied
818283 9.5 7.5 6 Month LIBOR 2018.05 3/26/29 Single Family Owner occupied 300000 360
818293 10.75 8 6 Month LIBOR 971.99 3/24/29 Single Family Owner occupied 122500 360
818305 10.63 8.75 6 Month LIBOR 732.18 3/16/29 Multiple Family Not Owner 99000 360
occupied
818310 9.75 8 6 Month LIBOR 966.55 3/9/29 Single Family Owner occupied 125000 360
818381 10.95 7.5 6 Month LIBOR 512.22 4/1/29 Single Family Owner occupied 65000 360
818399 9.99 8.75 6 Month LIBOR 1863.27 3/19/29 Single Family Owner occupied 250000 360
818400 9.53 8 6 Month LIBOR 910.49 3/22/29 Single Family Owner occupied 120000 360
818401 9.73 7.5 6 Month LIBOR 1982.97 4/8/29 Single Family Owner occupied 289000 360
818404 11.9 8.75 6 Month LIBOR 1404.28 3/12/29 Single Family Owner occupied 167250 360
818421 9.74 8 6 Month LIBOR 3064.56 4/14/29 Single Family Owner occupied 440000 360
818422 9.74 8.25 6 Month LIBOR 583.73 3/25/29 Single Family Not Owner 85000 360
occupied
818435 8.99 7.75 6 Month LIBOR 705.43 3/19/29 Single Family Owner occupied 98000 360
818460 8.65 7.5 6 Month LIBOR 717.2 3/23/29 Single Family Owner occupied 115000 360
818472 11.49 9 6 Month LIBOR 1820.73 3/29/29 Single Family Owner occupied 230000 360
818474 9.25 7.5 6 Month LIBOR 960.88 3/15/29 Single Family Owner occupied 146000 360
818481 9.74 7.5 6 Month LIBOR 1064.44 3/16/29 Single Family Owner occupied 155000 360
818518 10.49 8.5 6 Month LIBOR 636.28 4/8/29 Single Family Owner occupied 90000 360
818522 10.24 7.5 6 Month LIBOR 1271.41 4/2/29 Single Family Owner occupied 190000 360
818523 9.49 8 6 Month LIBOR 1323.2 4/22/29 Single Family Owner occupied 180000 360
818524 7.9 7.25 6 Month LIBOR 417.91 3/23/29 Single Family Owner occupied 77000 360
I-B-8
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
818535 RIPPY 577 22 1/2 RD GRAND JUNCTION 81503 CO 1 89.35895294 227777.24
818569 BLAKE 3430 WOODWORTH HAZEL CREST 60429 IL 1 79.80993782 73126.06
818610 BINION 5404 S DREXEL BLVD CHICAGO 60653 IL 1 77.56573 232541.4
818617 HARRELL 1278 CHERRY TREE ROAD BURKESVILLE 42717 KY 1 79.7709708 109232.44
818633 HOSKINS 1037 WYLEY AVE AKRON 44306 OH 1 79.83405714 55863.84
818649 WYNNE 2203 KINGSWOOD LN BRANDON 33511 FL 1 79.7777438 96476.07
818667 DARTY 7893 HILO WAY DIAMONDHEAD 39525 MS 1 79.8488932 82164.62
818668 BECHTOLT 3335 S DUNKIRK WAY AURORA 80013 CO 1 78.87566187 109563.12
818697 GUS 7510 BRINSMADE CLEVELAND 44102 OH 1 84.82773077 66110.22
818720 DOTSON 7861 STEVEN FRANKLIN DR BARTLETT 38133 TN 1 79.84957143 106165.44
818733 GRIFFIN 2960 SUNSET ST JACKSONVILLE 32254 FL 1 84.8457 50869.19
818735 MCNELLEY 5661 HARDING ST HOLLYWOOD 33021 FL 1 89.742896 112123.52
818752 ASHLEY 2853 HORSESHOE DR S E ATLANTA 30316 GA 1 79.83372464 55065.51
818759 BROWN 600 BEAVER DAM CT KESWICK 22947 VA 1 84.84345064 296388.25
818769 GARLOUGH GARLOU 100 KATSURA CIR MILLIKEN 80543 CO 1 79.77663849 114629.03
818773 GROVES 12709 S DARNELL OLATHE 66062 KS 1 84.81871148 258469.23
818785 FREEMAN 358 6TH ST ELYRIA 44035- OH 1 74.9275873 47173.19
818820 KELLAM 1449 SHOREHAM DR COLLEGE PARK 30349 GA 1 79.75353425 58198.64
818821 BISCHOFF 1205 FALCON RD LOUISVILLE 40213 KY 1 74.80216875 119618.69
818849 HILTON 6078 HUNTINGTON WOODS DR NAPLES 34112 FL 1 89.81166667 86144.68
818853 HOLMES 1610 AVON AVE ATLANTA 30311 GA 1 79.83766864 67439.21
818866 BREWER 4820 BEACONSFIELD DETROIT 48224 MI 1 79.8123 87751.22
818875 SULLIVAN 1155 CLIFTON AVE AKRON 44310 OH 1 86.53907792 66600.48
818969 HANSON 5238 SKYLARK CT CAPE CORAL 33904 FL 1 79.82007643 125259.6
818991 RAISCH 21 QUITMAN ST DENVER 80219 CO 1 79.75038095 83737.9
819009 WISDOM\FOLEY 1520 SALE AVE LOUISVILLE 40215 KY 1 74.91734921 47171.09
819031 NIELSEN 16418 HWY 64 RANGELY 81648 CO 1 79.84337514 69994.43
819043 JOHNSON 12021 NORTH EAST AVE DEMOTTE 46310 IN 1 84.8631125 67862.52
819051 MILLS 664 ANDOVER VILLAGE PL LEXINGTON 40509 KY 1 79.73228636 175310.28
819061 ANDERSON 1000 G ST NE WASHINGTON 20002 DC 1 79.83360127 126031.57
819070 SMITH 1202 W AVE ELYRIA 44035 OH 1 79.81256 79669.34
819081 OLSON 1779 22ND ST RICE LAKE 54868 WI 1 80.75562162 89597.58
819122 PETERS 2500 CLINTON OAK GROVE 64075 MO 1 84.84769048 178098.51
819125 LOWRANCE 400 BEAM RD GASTONIA 28056 NC 1 74.62902198 67853.63
819126 PARTRIDGE 2893 SEQUOIA LN SARASOTA 34237 FL 1 69.82005195 53737.65
819131 ARROYO 2415 HARPER ST TAMPA 33605 FL 1 74.84781967 45657.17
819141 FARHOUD 1278 SPARTINA DR FLORISSANT 63031 MO 1 79.85930319 107660.16
819152 MCFARLAND 15343 BLACKSTONE AVE DOLTON 60419 IL 1 69.886 100602.06
819161 BOWMAN 1888 S BEECH ST LAKEWOOD 80228 CO 1 34.65854737 65820.74
819176 SANDERSON 5534 TEXTILE RD YPSILANTI TOWNSHIP48197 MI 1 79.84667857 111696.78
819187 JOHNSON 1725 E GREENWAY CIR PHOENIX 85040 AZ 1 79.8063 71789.96
819191 KLEMP 858 N 200 W VALPARAISO 46384 IN 1 89.82377072 130012.42
819201 BAUER 431 W FERRY ST BERRIEN SPRINGS 49103 MI 1 69.55918478 63972.73
819204 THOMAS 6116 MEADOW AVE BALTIMORE 21207 MD 1 79.90157647 67873.26
819206 LONG 411 WESTMINSTER DR WAUKESHA 53186 WI 1 77.67369444 139620.57
819224 JOHNSON 3420 -3422 E 116TH ST CLEVELAND 44120 OH 1 74.86384722 53861.49
819229 PENDELL 3644 S MERIDIAN RD OKEMOS 48864 MI 1 79.7710099 80529.07
819267 RODRIGUEZ 1002 PLEASANT PINE CT VALRICO 33594 FL 1 89.88235995 75388.58
819271 KULP 58400 SUMMER CHASE DR ELKHART 46517 IN 1 89.89721656 140972.88
I-B-9
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
818535 10.9 9 6 Month LIBOR 2157.87 4/5/29 Single Family Owner occupied 255000 360
818569 9.74 7.5 6 Month LIBOR 629.53 4/13/29 Single Family Owner occupied 96000 360
818610 11.49 8.25 6 Month LIBOR 2305.6 4/20/29 Single Family Owner occupied 300000 360
818617 9.74 8 6 Month LIBOR 940.83 3/17/29 Single Family Owner occupied 137000 360
818633 11.25 9 6 Month LIBOR 543.91 3/22/29 Single Family Owner occupied 70000 360
818649 8.99 7.5 6 Month LIBOR 778.18 4/7/29 Single Family Owner occupied 121000 360
818667 9.75 7.5 6 Month LIBOR 707.94 4/29/29 Single Family Owner occupied 105000 360
818668 8.15 7.75 6 Month LIBOR 818.67 4/2/29 Single Family Owner occupied 139000 360
818697 10.49 8.5 6 Month LIBOR 605.98 3/23/29 Multiple Family Owner occupied 78000 360
818720 11.7 8.25 6 Month LIBOR 1069.94 3/17/29 Single Family Owner occupied 133000 360
818733 11 8.25 6 Month LIBOR 485.68 3/26/29 Single Family Owner occupied 60000 360
818735 9.75 8 6 Month LIBOR 966.55 3/15/29 Single Family Owner occupied 125000 360
818752 11.24 8.25 6 Month LIBOR 535.72 3/11/29 Single Family Not Owner 69000 360
occupied
818759 9.87 8 6 Month LIBOR 2578.55 5/24/29 Single Family Owner occupied 349500 360
818769 8.99 7.5 6 Month LIBOR 925.13 3/23/29 Single Family Owner occupied 143852 360
818773 10.25 8.5 6 Month LIBOR 2323.14 3/17/29 Single Family Not Owner 305000 360
occupied
818785 11.51 9.42 6 Month LIBOR 468.27 5/12/29 Single Family Owner occupied 63000 360
818820 11.24 8.25 6 Month LIBOR 566.77 3/17/29 Single Family Not Owner 73500 360
occupied
818821 9.24 7.5 6 Month LIBOR 986.34 4/5/29 Single Family Owner occupied 160000 360
818849 10.34 8 6 Month LIBOR 780.02 3/25/29 Condominium Owner occupied 96000 360
818853 11.35 8.75 6 Month LIBOR 661.71 3/18/29 Single Family Not Owner 84500 360
occupied
818866 9.8 8.25 6 Month LIBOR 759.29 4/16/29 Single Family Not Owner 110000 360
occupied
818875 9.69 7.5 6 Month LIBOR 572.68 4/30/29 Single Family Owner occupied 77000 360
818969 10 8.25 6 Month LIBOR 1102.23 4/21/29 Single Family Owner occupied 157000 360
818991 10.15 8.25 6 Month LIBOR 746.49 4/6/29 Single Family Owner occupied 105000 360
819009 12.24 8.75 6 Month LIBOR 494.77 4/23/29 Single Family Owner occupied 63000 360
819031 10.65 8.25 6 Month LIBOR 649.66 4/19/29 Single Family Owner occupied 87700 360
819043 10.5 7.75 6 Month LIBOR 622.02 5/4/29 Single Family Owner occupied 80000 360
819051 8.99 7.5 6 Month LIBOR 1414.87 3/26/29 Single Family Owner occupied 220000 360
819061 10.5 8.75 6 Month LIBOR 1156.23 4/20/29 Single Family Owner occupied 158000 360
819070 8.75 7.25 6 Month LIBOR 629.36 3/26/29 Single Family Owner occupied 100000 360
819081 9.99 7.5 6 Month LIBOR 787.4 5/3/29 Single Family Owner occupied 111000 360
819122 10 8.5 6 Month LIBOR 1566.47 5/14/29 Single Family Owner occupied 210000 360
819125 10.25 8.5 6 Month LIBOR 609.35 5/5/29 Single Family Owner occupied 91000 360
819126 10.25 8 6 Month LIBOR 483 3/30/29 Single Family Owner occupied 78000 360
819131 11.35 8 6 Month LIBOR 447.83 4/1/29 Single Family Owner occupied 61000 360
819141 11.7 7.5 6 Month LIBOR 1085.22 4/26/29 Single Family Owner occupied 135000 360
819152 11.5 8 6 Month LIBOR 998.21 4/19/29 Single Family Owner occupied 144000 360
819161 9.99 7.5 6 Month LIBOR 578.71 4/5/29 Single Family Owner occupied 190000 360
819176 10.75 7.5 6 Month LIBOR 1045.5 3/30/29 Single Family Owner occupied 140000 360
819187 9.65 7.75 6 Month LIBOR 613.31 4/19/29 Single Family Owner occupied 90000 360
819191 10.65 7.5 6 Month LIBOR 1206.73 4/27/29 Single Family Owner occupied 144800 360
819201 11.45 8.75 6 Month LIBOR 632.33 4/15/29 Single Family Owner occupied 103000 360
819204 11.74 8.5 6 Month LIBOR 685.88 4/21/29 Single Family Owner occupied 85000 360
819206 10 8.25 6 Month LIBOR 1228.6 4/5/29 Single Family Owner occupied 180000 360
819224 11 8.25 6 Month LIBOR 514.25 3/30/29 Multiple Family Not Owner 72000 360
occupied
819229 9.74 7.5 6 Month LIBOR 693.6 3/30/29 Single Family Owner occupied 101000 360
819267 11.95 7.5 6 Month LIBOR 773.7 5/28/29 Single Family Owner occupied 83900 360
819271 10.74 8 6 Month LIBOR 1317.95 4/28/29 Single Family Owner occupied 157000 360
I-B-9
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
819272 LEOPOLD 4565 N OCEAN DR FORT LAUDERDALE 33308 FL 1 71.11515077 230922.74
819273 JONES 1951 W 57TH ST CLEVELAND 44102- OH 1 74.96132824 49060.64
819274 AARON 4104 RIVERSIDE DR CORAL SPRINGS 33065 FL 1 74.87072 224451.88
819282 JONES 438 SUSANNAH AVE BARDSTOWN 40004 KY 1 74.85777284 50585.14
819287 EBY 23489 SPRINGRIVER DR ELKHART 46516 IN 1 87.85772 131721.55
819289 ROBERTS 721 EVANS AVE MACHESNEY PARK 61115 IL 1 74.86105479 54663.51
819298 DODD 8193 ALWARD RD LAINGSBURG 48848 MI 1 51.76986742 136617.94
819301 GRAHAM 139 OLEANDER DR WEST MONROE 71291 LA 1 76.54261224 93724.81
819329 JOHNS 7320 MAIN ST JEFFERSONVILLE 40337 KY 1 89.85338333 53893.93
819333 TRUJILLO 1450 SKEEL ST BRIGHTON 80601 CO 1 66.77576585 136890.32
819373 KHUTORYAN 1760 LEE RD CLEVELAND HEIGHTS 44118 OH 1 79.82323649 118004.63
819375 GLENN 28219 E LARKMOOR DR SOUTHFIELD 48076 MI 1 89.82378472 129295.08
819393 VAMPLEW 26019 YORKSHIRE PL GROSSE ILE 48138 MI 1 74.74449412 317442.56
819407 BAILEY 8205 W AUER AVE MILWAUKEE 53219 WI 1 89.83842268 87062.93
819420 MOON 3725 BRADFORD WALK TRL BUFORD 30519 GA 1 84.8281125 135668.52
819483 LIBBY 1922 19TH CT JUPITER 33477 FL 1 89.83178894 89339.93
819485 WELLS 3220 CALIFORNIA AVE SAINT LOUIS 63118 MO 1 79.84888 59799.22
819488 JACOBS 15032 W 128TH ST OLATHE 66062 KS 1 84.85379697 279918.3
819498 DOTEN 7160 RENE ST SHAWNEE MISSION 66216 KS 1 79.86792254 113348.99
819512 RAY 3245 W FLOURNOY AVE CHICAGO 60626 IL 1 89.76868148 121187.71
819527 RIGNEY 13123 SPRUCE RIDGE DR GOWEN 49326 MI 1 79.81968889 143608.9
819539 PALOMINO 11464 SW 100 TERR MIAMI 33179 FL 1 79.78941702 187403.85
819546 MCCLAIN 139 MARTIN LUTHER KING CT VERSAILLES 40383 KY 1 85.23979268 69875.34
819566 VALDEZ 486 MADISON AVE TWIN LAKE 49457 MI 1 89.83841463 73599.58
819578 PINKNEY 12309 VAN BRADY RD UPPER MARLBORO 20772 MD 1 89.82999524 188460.1
819613 GLASS 1017 SPARKS ST ATLANTA 30310 GA 1 79.83574194 49477.52
819615 JENKINS 1251 RICHLAND RD ATLANTA 30310 GA 1 79.86207595 63068.63
819637 SCHWARTZ 708 PIKE ST SADIEVILLE 40370 KY 1 84.86884286 59361.05
819639 CUTLIP 14809 STATE RT 258 SW NEWCOMERSTOWN 43832- OH 1 83.062208 103739.35
819656 WILLIAMS 49 GALLATIN ST N W WASHINGTON 20011 DC 1 79.84371333 119705.79
819666 BREYNE 709 SWEET THORNE RD IRMO 29063 SC 1 74.86350435 86060.77
819733 JONES 7507 WATERS EDGE DR STONE MOUNTAIN 30088 GA 1 84.83675265 239993.12
819742 HUSSEIN 3704 ETHELWOOD DR LOUISVILLE 40299 KY 1 79.81031522 73389.73
819747 MOORE 90 CARRERA RD STOCKBRIDGE 30281 GA 1 89.774752 112128.11
819757 STEVENSON 1217 RENEE DR DECATUR 30035 GA 1 84.52308411 90391.16
819779 BELLEW BELLEW\S 1407 MAGUIRE ST JACKSON 49203 MI 1 84.86306849 61898.74
819783 JACKSON 1000 BALLYSHANNON PKWY ORLANDO 32827 FL 1 84.9389771 111147.38
819821 CRUZ-DEJESUS 10717 KIMBALL ST PARKER 80134 CO 1 84.82718182 149140.16
819822 WILSON 4623 RANCH CIR COLORADO SPRINGS 80918 CO 1 69.57053846 108434.44
819850 JONES 16459 WOODLAWN EAST SOUTH HOLLAND 60473 IL 1 89.84317489 200278.37
819852 TONEY 5999 SIR EDWARD CT SAINT LOUIS 63033 MO 1 79.92360731 87473.16
819862 GREEN 1889 E 5725 S OGDEN 84403 UT 1 84.87258865 119581.95
819874 ROSE 301 SHORESIDE DR LEXINGTON 40515 KY 1 41.58932885 59823.4
819879 ALHA DE 1135 SHADY CREEK DR LITHONIA 30058 GA 1 89.80071212 118402.44
819885 PRESTON 6 COACH CT SAINT PETERS 63376 MO 1 89.71358209 60060.91
819904 ELLIOTT 141 WESSINGTON PL HENDERSONVILLE 37075 TN 1 84.93023023 84774.38
819928 JACKSON 1937 W VERMONT AVE PHOENIX 85015 AZ 1 79.84888889 57463.45
819932 HARRIS 2233 BOX ANGLE RD RICHMOND 40475 KY 1 79.88294624 74268.71
819938 ESSES 9812 NW 9TH CT PLANTATION 33324 FL 1 74.89705645 92839.68
819974 LOOMAN 5030 CHICAGO RD WARREN 48092 MI 1 74.92185039 95125.29
I-B-10
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
819272 12.25 8.5 6 Month LIBOR 2425.88 3/30/29 Multiple Family Owner occupied 325000 360
819273 12.49 8.25 6 Month LIBOR 523.91 5/21/29 Single Family Owner occupied 80000 360
819274 11.24 8.75 6 Month LIBOR 2183.63 3/30/29 Multiple Family Not Owner 300000 360
occupied
819282 10.89 8.75 6 Month LIBOR 478.44 5/4/29 Single Family Owner occupied 68000 360
819287 9.75 8 6 Month LIBOR 1135.8 4/2/29 Single Family Owner occupied 150000 360
819289 12.49 8.25 6 Month LIBOR 583.9 4/5/29 Single Family Owner occupied 73000 360
819298 10.75 7.5 6 Month LIBOR 1278.87 4/5/29 Single Family Owner occupied 264000 360
819301 10.44 8 6 Month LIBOR 855.64 4/28/29 Single Family Owner occupied 122500 360
819329 11.5 7.5 6 Month LIBOR 534.76 4/12/29 Single Family Owner occupied 60000 360
819333 7.6 6.7 6 Month LIBOR 970.85 4/5/29 Single Family Owner occupied 205000 360
819373 9 8.75 6 Month LIBOR 952.67 4/30/29 Single Family Not Owner 148000 360
occupied
819375 10.74 8 6 Month LIBOR 1208.82 4/29/29 Single Family Owner occupied 144000 360
819393 7.99 7.25 6 Month LIBOR 2336.65 4/13/29 Single Family Owner occupied 425000 360
819407 9.99 8 6 Month LIBOR 765.47 4/21/29 Single Family Owner occupied 97000 360
819420 10.5 9.5 6 Month LIBOR 1244.05 4/8/29 Single Family Owner occupied 160000 360
819483 9.8 9.5 6 Month LIBOR 772.66 5/27/29 Condominium Owner occupied 99500 360
819485 9.75 8.5 6 Month LIBOR 515.49 3/30/29 Single Family Owner occupied 75000 360
819488 11.25 8.25 6 Month LIBOR 2724.39 4/1/29 Single Family Owner occupied 330000 360
819498 9 6.5 6 Month LIBOR 914.05 6/3/29 Single Family Owner occupied 142000 360
819512 10.25 8.5 6 Month LIBOR 1088.76 4/27/29 Multiple Family Owner occupied 135000 360
819527 9.99 7.5 6 Month LIBOR 1262.64 4/28/29 Condominium Owner occupied 180000 360
819539 9.25 9 6 Month LIBOR 1546.63 4/1/29 Single Family Owner occupied 235000 360
819546 11.95 7.5 6 Month LIBOR 717.34 4/12/29 Single Family Owner occupied 82000 360
819566 9.99 8 6 Month LIBOR 647.1 4/16/29 Single Family Owner occupied 82000 360
819578 9.75 8.25 6 Month LIBOR 1623.8 4/26/29 Single Family Owner occupied 210000 360
819613 10.49 8.25 6 Month LIBOR 453.34 4/14/29 Single Family Not Owner 65000 360
occupied
819615 11.24 8.25 6 Month LIBOR 613.36 4/5/29 Single Family Not Owner 79000 360
occupied
819637 10.7 7.75 6 Month LIBOR 553.19 4/23/29 Manufactured Owner occupied 70000 360
819639 10.37 8.5 6 Month LIBOR 941.24 4/26/29 Single Family Owner occupied 125000 360
819656 9.59 7.35 6 Month LIBOR 1016.91 5/6/29 Single Family Owner occupied 150000 360
819666 10.99 8.75 6 Month LIBOR 820.73 4/12/29 Single Family Owner occupied 115000 360
819733 10.74 8 6 Month LIBOR 2243.68 4/16/29 Single Family Owner occupied 283000 360
819742 9.75 7.5 6 Month LIBOR 632.34 4/16/29 Single Family Owner occupied 92000 360
819747 10.74 8 6 Month LIBOR 1049.32 4/21/29 Single Family Owner occupied 125000 360
819757 9.5 7.5 6 Month LIBOR 764.76 4/16/29 Single Family Owner occupied 107000 360
819779 10.5 7.5 6 Month LIBOR 567.6 4/30/29 Single Family Owner occupied 73000 360
819783 10.99 8 6 Month LIBOR 1059.57 5/14/29 Single Family Owner occupied 131000 360
819821 9.4 8.25 6 Month LIBOR 1247.02 4/30/29 Single Family Owner occupied 176000 360
819822 6.8 6.7 6 Month LIBOR 710.6 4/19/29 Single Family Owner occupied 156000 360
819850 11.19 7.75 6 Month LIBOR 1940.18 4/12/29 Single Family Owner occupied 223000 360
819852 12.88 8.25 6 Month LIBOR 960.82 4/29/29 Single Family Owner occupied 110000 360
819862 10.99 7.5 6 Month LIBOR 1139.98 5/11/29 Single Family Owner occupied 141000 360
819874 9.75 7.25 6 Month LIBOR 515.49 4/27/29 Single Family Owner occupied 144052 360
819879 8.99 8.5 6 Month LIBOR 955.04 4/21/29 Single Family Owner occupied 132000 360
819885 10.75 8 6 Month LIBOR 561.96 4/23/29 Single Family Owner occupied 67000 360
819904 10.37 7.87 6 Month LIBOR 768.51 6/30/29 Single Family Owner occupied 105000 360
819928 9.75 7.5 6 Month LIBOR 494.87 5/3/29 Single Family Owner occupied 72000 360
819932 11.99 9 6 Month LIBOR 764.72 4/15/29 Single Family Owner occupied 93000 360
819938 11.24 8.25 6 Month LIBOR 902.57 5/3/29 Single Family Owner occupied 125000 360
819974 12.49 9.5 6 Month LIBOR 1015.82 5/17/29 Single Family Owner occupied 127000 360
I-B-10
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
819984 COUSINO 5828 CORDUROY RD OREGON 43616 OH 1 89.85472432 83046.66
819987 SPEAR 14725 W 128TH ST OLATHE 66062 KS 1 79.87116271 235424.87
819998 TINCHER 1085 ATLAS CIR LAFAYETTE 80026 CO 1 89.80521801 189384.3
820002 WILLIAMS 12716 S DARNELL OLATHE 66062 KS 1 83.20614545 274364.74
820008 WATSON 4508 POTTERY PL DESTIN 32541 FL 1 79.8889402 509644.05
820009 ROWEN 2670 S HOYT CT DENVER 80227 CO 1 77.11565 123310.45
820027 KENNEDY 28406 STUART AVE SOUTHFIELD 48076 MI 1 89.81677692 116648.31
820034 MILLER 16013 -15 NELAMERE EAST CLEVELAND 44112 OH 1 79.87788095 67044.75
820074 CAPO 5711 SW 24TH AVE FORT LAUDERDALE 33312 FL 1 79.79851304 91668.95
820082 VALVERDE 3720 W 47TH AVE DENVER 802111106 CO 1 65.46076074 106625.07
820123 SOLOMONS 18433 MUIRLAND DETROIT 48221 MI 1 79.82002242 177916.38
820143 LESTER 312 WALNUT BEND DR MIDLOTHIAN 23112 VA 1 84.81794037 184821.69
820144 DUVALL 10323 HICKORY HILL RD ASHLAND 23005 VA 1 84.92840625 135768.93
820146 TAYLOR 3581 -83 INGLESIDE RD SHAKER HEIGHTS 44122 OH 1 88.44883544 139685.14
820157 WHELCHEL 3008 BRICK ST NILES 49120 MI 1 89.83659763 60706.84
820160 PAGE 1300 SE PRINCETON DR LEES SUMMIT 64063 MO 1 89.8534 143717.17
820177 CANDIS 1407 TILLER WAY VALRICO 33594 FL 1 89.55670804 109253.22
820179 RENFROE 6867 GLEN COVE LN STONE MOUNTAIN 30087 GA 1 84.87709639 211265.7
820197 COSTIGAN 1616 KINGWAY OAK GROVE 64075 MO 1 79.8440052 61338.62
820228 HOUSTON 4832 PINE AVE HAMMOND 46327 IN 1 89.85751807 74522.99
820267 SEGARRA 6738 NW 188TH TERR MIAMI 33015 FL 1 89.84655556 80791.31
820296 CORLEY 2013 SUNNY LN KNOXVILLE 37912 TN 1 89.89428571 69176.68
820327 ORTBERG 4221 O'CONNELL ST ROCKFORD 61109 IL 1 79.84738095 67051.76
820343 SANCHEZ 280 S DEPEW ST LAKEWOOD 80226 CO 1 84.84443226 131447.34
820354 NEWTON 7616 JOHNSON SCHOOL RD LOUISVILLE 40291 KY 1 89.82042857 94214.92
820364 COON 5508 EDGEWATER DR TOLEDO 43611 OH 1 79.89956989 74242.98
820365 WILSON\THORNBUR 224 WINDING WAY WILMORE 40390 KY 1 89.77005848 76715.9
820393 STROUB RR 8 PO BOX 128 CYNTHIANA 41031 KY 1 89.88303077 116809.01
820401 BROWN 31378 ST RT 31 RICHWOOD 43344 OH 1 89.91217931 130286.4
820455 QUINTANA 1149 LONGDON ST LONGMONT 80501 CO 1 84.8524854 101692.98
820487 MIFTARI 2905 PAYNE RD DES MOINES 50309 IA 1 89.80084168 44764.86
820492 JONES\DARBY 1123 13TH AVE LAUREL 39440 MS 1 86.52756667 51866.46
820507 LEVY 6801 NW 34TH ST MARGATE 33063 FL 1 89.92402747 163591.71
820537 WOODS 11517 SOMERSET AVE DETROIT 48224 MI 1 89.86234568 72760
820538 GEERS 224 RICHMOND AVE NICHOLASVILLE 40356 KY 1 69.85162 69813.81
820562 TILLARD 1905 S LEMAY AVE FORT COLLINS 80525 CO 1 83.80162963 135677.02
820563 LANDRY 2786 SE 14TH ST POMPANO BEACH 33062 FL 1 89.80803692 291748.13
820565 HULME 3540 PRIMROSE CT LEES SUMMIT 64064 MO 1 79.77591271 250181.71
820582 CHRISTMAS 10614 S PEORIA CHICAGO 60643 IL 1 74.82277907 64309.37
820604 GRZESKOWIAK 56177 TANGLEWOOD LANE OSCEOLA 46561 IN 1 74.87873333 67316.71
820614 FRANKLIN 446 LYNNWAY DR WINCHESTER 40391 KY 1 89.71244161 245690.64
820619 MACLEERY 2208 3RD AVE EAST BANK 25067 WV 1 60.33355224 40403.96
820620 MENZIES 800 CLIFTON RIDGE MC DONOUGH 30253 GA 1 89.93103817 117717.71
820628 ALI 9 BELLEAU LAKE CT O FALLON 63366 MO 1 79.90157509 65418.75
820633 HATCHER 16325 CLEARVIEW AVE SE CLEVELAND 44120 OH 1 79.87089157 66265.46
820705 HONG 11504 SE 178TH PL RENTON 98055 WA 1 79.78874219 102060.84
820737 TUCKER 10410 DEEPBROOK DR RIVERVIEW 33569 FL 1 79.84853913 91781.39
820742 BROTHERSON\TAYL 7510 LAKE RD PLATTE WOODS 64151 MO 1 79.13111579 151708.71
820747 ALTIDOR 1371 NW 32ND ST MIAMI 33142 FL 1 84.86886585 69537.25
820790 KIFER 387 ROSS RD COLUMBUS 43213 OH 1 79.8407 71820.07
820802 JATERKA 257 ALSACE AVE VENICE 34293 FL 1 74.9231413 68881.04
I-B-11
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
819984 10.49 7.5 6 Month LIBOR 760.9 4/20/29 Single Family Owner occupied 92500 360
819987 10.5 7.5 6 Month LIBOR 2158.78 4/21/29 Single Family Owner occupied 295000 360
819998 9.1 6.5 6 Month LIBOR 1541.66 5/21/29 Single Family Owner occupied 211000 360
820002 10.75 8.25 6 Month LIBOR 2567.07 4/14/29 Single Family Owner occupied 330000 360
820008 10.1 7.5 6 Month LIBOR 4522.2 4/20/29 Single Family Owner occupied 638800 360
820009 8.7 7.5 6 Month LIBOR 969.13 4/19/29 Single Family Owner occupied 160000 360
820027 9.75 8 6 Month LIBOR 1005.21 4/21/29 Single Family Owner occupied 130000 360
820034 10.75 9 6 Month LIBOR 627.3 4/21/29 Single Family Owner occupied 84000 360
820074 9.25 7.5 6 Month LIBOR 756.86 4/20/29 Single Family Owner occupied 115000 360
820082 7.85 7.25 6 Month LIBOR 773.97 5/10/29 Single Family Owner occupied 163000 360
820123 10 7.5 6 Month LIBOR 1565.59 4/27/29 Single Family Owner occupied 223000 360
820143 10.23 7.75 6 Month LIBOR 1657.72 4/30/29 Single Family Owner occupied 223000 360
820144 10.25 7.75 6 Month LIBOR 1218.7 6/4/29 Single Family Owner occupied 160000 360
820146 10 8.25 6 Month LIBOR 1228.6 5/4/29 Multiple Family Owner occupied 158000 360
820157 11 8 6 Month LIBOR 579.39 4/22/29 Manufactured Owner occupied 68000 360
820160 11.5 7.5 6 Month LIBOR 1426.02 4/23/29 Single Family Owner occupied 161000 360
820177 9.75 8 6 Month LIBOR 943.35 4/22/29 Single Family Owner occupied 123000 360
820179 11 8.25 6 Month LIBOR 2015.59 5/3/29 Single Family Owner occupied 249000 360
820197 9.6 7.5 6 Month LIBOR 521.79 4/26/29 Single Family Owner occupied 76900 360
820228 10.74 8 6 Month LIBOR 696.75 4/29/29 Single Family Owner occupied 83000 360
820267 10.25 8 6 Month LIBOR 725.84 4/23/29 Single Family Owner occupied 90000 360
820296 11.95 8.25 6 Month LIBOR 710.16 4/30/29 Single Family Owner occupied 77000 360
820327 11.99 8.5 6 Month LIBOR 690.2 5/11/29 Single Family Owner occupied 84000 360
820343 9.9 7.75 6 Month LIBOR 1146.48 5/3/29 Single Family Owner occupied 155000 360
820354 9.49 8 6 Month LIBOR 793.92 4/30/29 Single Family Owner occupied 105000 360
820364 10.3 7.5 6 Month LIBOR 669.47 5/25/29 Single Family Owner occupied 93000 360
820365 9.75 8.5 6 Month LIBOR 661.12 5/3/29 Single Family Owner occupied 85500 360
820393 11.49 7.5 6 Month LIBOR 1157.75 5/17/29 Single Family Owner occupied 130000 360
820401 11.5 7.5 6 Month LIBOR 1292.33 5/5/29 Single Family Owner occupied 145000 360
820455 10.15 7.75 6 Month LIBOR 905.69 5/14/29 Single Family Owner occupied 120000 360
820487 9.5 7.75 6 Month LIBOR 377.54 4/30/29 Single Family Owner occupied 50000 360
820492 9.75 7 6 Month LIBOR 446.76 5/20/29 Single Family Owner occupied 64000 360
820507 10.24 8 6 Month LIBOR 1466.6 7/15/29 Single Family Owner occupied 182000 360
820537 10.74 8 6 Month LIBOR 679.96 5/4/29 Single Family Owner occupied 81000 360
820538 9.2 7.95 6 Month LIBOR 573.34 5/14/29 Single Family Owner occupied 100000 360
820562 8.65 6.75 6 Month LIBOR 1060.21 6/3/29 Single Family Owner occupied 162000 360
820563 10.25 8 6 Month LIBOR 2621.1 4/30/29 Single Family Owner occupied 325000 360
820565 10 8.5 6 Month LIBOR 2203.76 4/30/29 Single Family Owner occupied 313900 360
820582 8.75 7.25 6 Month LIBOR 507.42 5/11/29 Single Family Owner occupied 86000 360
820604 9.1 6.5 6 Month LIBOR 547.98 5/17/29 Single Family Owner occupied 90000 360
820614 9.75 8 6 Month LIBOR 2118.67 4/23/29 Single Family Owner occupied 274000 360
820619 9.75 6.75 6 Month LIBOR 347.96 5/24/29 Single Family Owner occupied 67000 360
820620 10.69 8.25 6 Month LIBOR 1095.26 6/29/29 Single Family Owner occupied 131000 360
820628 11.74 7.5 6 Month LIBOR 660.86 5/6/29 Single Family Owner occupied 82000 360
820633 10.49 8.25 6 Month LIBOR 606.89 5/3/29 Single Family Not Owner 83000 360
occupied
820705 8.13 6.25 6 Month LIBOR 760.68 5/24/29 Single Family Owner occupied 128000 360
820737 9.74 7.75 6 Month LIBOR 789.75 5/4/29 Single Family Not Owner 115000 360
occupied
820742 10.75 8 6 Month LIBOR 1418.89 5/24/29 Single Family Owner occupied 190000 360
820747 10.7 7.75 6 Month LIBOR 648.02 4/30/29 Single Family Owner occupied 82000 360
820790 9.5 7.25 6 Month LIBOR 605.42 5/5/29 Single Family Owner occupied 90000 360
820802 11.24 7.25 6 Month LIBOR 669.65 5/21/29 Single Family Owner occupied 92000 360
I-B-11
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
820821 ROBBINS 7051 WARREN DR DENVER 80221 CO 1 46.70858273 64810.25
820828 AKERS 4110 MINNESOTA AVE SAINT LOUIS 63118 MO 1 74.83496471 63580.93
820841 NORTHERN 2225 BOX ANGLE RD RICHMOND 40475 KY 1 79.89279144 74674.11
820846 ALLEN 2001 RIDGESTONE CT RICHMOND 23233 VA 1 79.89601935 123797.57
820891 PREASE PEASE\GO 106 WINGATE RD GREENVILLE 29605 SC 1 89.91264892 70917.72
820959 SANTIAGO 2425 E 33RD ST LORAIN 44055 OH 1 74.9409625 59886.55
820974 DEWALT 3735 BRADFORD WALK TRL BUFORD 30519 GA 1 89.89670588 122164.22
820980 TERRELL 123 COACH DR GRIFFIN 30224 GA 1 84.8821824 106469.27
820984 CARTER 100 LOCKSLEY PL FOREST 24551 VA 1 84.85953182 186612.04
820990 TAYLOR 221 NUTLEY ST VIENNA 22180 VA 1 79.81386538 207392.85
820998 MORRIS 2140 REYBURN RD CLEVELAND HEIGHTS 44112 OH 1 84.84770803 116188.11
821014 NIELSEN 4510 LOSE RD MONCLOVA 43542 OH 1 89.873 130190.58
821032 BATES 6679 ORMANDA DR KALAMAZOO 49004- MI 1 79.92239259 107895.23
821041 CLARK 3318 BISCAYNE BLVD ARNOLD 63010 MO 1 89.873 75457.18
821048 OCLOO 8418 MAPLE AVE GARY 46403 IN 1 79.91801064 75096.76
821051 LEWIS 325 N MAIN ST STATESBORO 30458 GA 1 79.88973404 75074.06
821056 PESTANA 5935 SWOFFIELD DR ORLANDO 32812 FL 1 89.93016418 60237.29
821120 GOSCILA\PREVITA 1326 W CLEAR SPRING DR GILBERT 85233 AZ 1 74.933525 149821.85
821124 HILES 7519 W MCRAE WAY GLENDALE 85308 AZ 1 84.93430894 104428.27
821131 MARTINEZ 5351 WYANDOT ST DENVER 80221 CO 1 74.32607407 110314.67
821173 BREITSTEIN 4557 N CAREFREE CIR COLORADO SPRINGS 80917 CO 1 84.83607576 55968.34
821187 AUSTIN 64 S FREMONT ST PERU 46970 IN 1 79.85632836 53479.2
821191 FRANKLIN 11453 DOUGLAS RD IDA 48140 MI 1 60.19313773 163350.03
821224 PFEIFFER 1270 ANTHONY LN MASON 45040 OH 1 89.92181116 104727.94
821228 TOLES 8428 S KENWOOD CHICAGO 60619 IL 1 89.96226119 120395.1
821232 PICKERILL US HWY 460 W EZEL 41425 KY 1 74.90980531 126920.27
821234 JACKSON 8676 W 86TH CT WESTMINSTER 80005 CO 1 42.56305426 54874.65
821266 BROOKER 1807 N JENNINGS RD INDEPENDENCE 64058 MO 1 84.80079365 53373.14
821278 KUBOVCIK KUBOVC 822 REAR COWAN ST JEANNETTE 15644 PA 1 89.873 44914.99
821323 DY 115 OLD HAWKINSVILLE RD WARNER ROBINS 31088 GA 1 84.90313534 112877.46
821340 COPELAND 1216 CLIFF DR FESTUS 63028 MO 1 84.87029276 55059.3
821349 HOGGARTH 25353 KINYON AVE TAYLOR 48180 MI 1 65.92716705 85585.1
821369 KOONS 605 16TH AVE WEST PALMETTO 34221 FL 1 89.86083333 80842.74
821391 BUCHALLA BUCHAL 919 TIMBER CT LONGMONT 80501 CO 1 79.89064686 120978.19
821400 HUMPHREY 3843 MAC NICHOLAS AVE CINCINNATI 45236 OH 1 84.84769369 94137.79
821411 ARMSTRONG 3880 HELMKAMPF DR FLORISSANT 63033 MO 1 89.90625397 113222.28
821419 REYES 1054 N KEYSTONE CHICAGO 60651 IL 1 56.14413514 41528.58
821440 JABBARI 306 S FREMONT AVE TAMPA 33606 FL 1 79.81031765 203516.31
821444 MITCHELL II 10604 SHALE AVENUE CLEVELAND 44104- OH 1 79.90685 63906.18
821459 WARMACK 6744 S PERRY CHICAGO 60621 IL 1 89.86612069 52096.06
821472 HOLDEN 3316 JOHNSON RD PETERSBURG 23805 VA 1 74.90154615 97328.63
821475 CHAMBLISS 1504 REGENCY CT PETERSBURG 23803 VA 1 70.33328696 80843.75
821480 SESSOM 750 LELAND AVE SOUTH BEND 46616 IN 1 79.91705882 54330.52
821513 OSBORN 1220 N PONCA DR INDEPENDENCE 64056 MO 1 79.36722727 87221.47
821518 GOODSON 14431 HAZELRIDGE ST DETROIT 48205 MI 1 74.97849231 24353.81
821557 LAWRENCE 13302 PALMER GRANDVIEW 64030 MO 1 84.97130682 74697.57
821574 MANNS\JOHNSON 3578 HAZELWOOD AVE MEMPHIS 381221228 TN 1 84.87955738 51751.64
821600 SWIBES 51 GLENDALE PARK HAMMOND 46320 IN 1 79.880764 199600.97
821671 JOHNSON 2004 SHORE DR HURON 44839 OH 1 84.89778814 100138.48
821695 WINTER 1585 E 96TH PL DENVER 80229 CO 1 79.92344474 148113.69
821704 HOOD 13697 LINNHURST ST DETROIT 48205 MI 1 83.47912329 60909.28
821705 AVERY 55225 BUCKHORN RD THREE RIVERS 49093 MI 1 79.92655844 61504.82
I-B-12
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
820821 8.75 7.5 6 Month LIBOR 511.36 5/21/29 Single Family Owner occupied 139000 360
820828 10.1 7.85 6 Month LIBOR 564.17 5/11/29 Multiple Family Owner occupied 85000 360
820841 11.35 7.25 6 Month LIBOR 732.19 5/10/29 Single Family Owner occupied 93500 360
820846 11.49 8.5 6 Month LIBOR 1227.02 5/5/29 Single Family Owner occupied 155000 360
820891 11.5 9.5 6 Month LIBOR 703.21 6/17/29 Single Family Owner occupied 79000 360
820959 10.99 7.25 6 Month LIBOR 570.94 5/26/29 Single Family Owner occupied 80000 360
820974 10.74 7.75 6 Month LIBOR 1141.66 5/26/29 Single Family Owner occupied 136000 360
820980 9.85 7.25 6 Month LIBOR 924.71 5/17/29 Single Family Owner occupied 130000 360
820984 10.38 6.75 6 Month LIBOR 1693.81 5/7/29 Single Family Owner occupied 220000 360
820990 8.75 6.75 6 Month LIBOR 1636.34 5/21/29 Single Family Owner occupied 260000 360
820998 10 7.25 6 Month LIBOR 1021.93 5/19/29 Single Family Owner occupied 137000 360
821014 9.75 7 6 Month LIBOR 1121.2 5/13/29 Single Family Owner occupied 145000 360
821032 11.49 7.5 6 Month LIBOR 1068.69 6/8/29 Single Family Owner occupied 135000 360
821041 9.75 7.25 6 Month LIBOR 649.52 6/11/29 Single Family Owner occupied 84000 360
821048 11.24 8 6 Month LIBOR 729.82 6/7/29 Single Family Owner occupied 94000 360
821051 11.74 7.25 6 Month LIBOR 758.5 5/14/29 Single Family Owner occupied 94000 360
821056 12.5 7.5 6 Month LIBOR 643.56 6/16/29 Single Family Owner occupied 67000 360
821120 11.9 8.25 6 Month LIBOR 1531.38 6/8/29 Single Family Owner occupied 200000 360
821124 10.65 8 6 Month LIBOR 968.1 7/27/29 Single Family Owner occupied 123000 360
821131 9.5 7.75 6 Month LIBOR 933.35 5/17/29 Single Family Owner occupied 148500 360
821173 10.45 9.5 6 Month LIBOR 511.07 6/14/29 Single Family Owner occupied 66000 360
821187 9.99 7.5 6 Month LIBOR 469.98 5/19/29 Single Family Owner occupied 67000 360
821191 9.85 6.5 6 Month LIBOR 1416.74 8/12/29 Single Family Owner occupied 275000 360
821224 11.99 9.5 6 Month LIBOR 1077.69 6/25/14 Single Family Owner occupied 116500 180
821228 10.25 7.5 6 Month LIBOR 1080.7 6/9/29 Single Family Owner occupied 134000 360
821232 10.5 7.5 6 Month LIBOR 1162.86 6/4/29 Single Family Owner occupied 170000 360
821234 8.85 6.25 6 Month LIBOR 436.62 6/15/29 Single Family Owner occupied 129000 360
821266 9.75 7 6 Month LIBOR 459.65 5/24/29 Single Family Owner occupied 63000 360
821278 9.75 7 6 Month LIBOR 386.62 6/14/29 Single Family Owner occupied 50000 360
821323 10.75 8 6 Month LIBOR 1055.3 6/3/29 Single Family Owner occupied 139000 360
821340 10.75 6.75 6 Month LIBOR 514.95 5/14/29 Single Family Owner occupied 64900 360
821349 8.39 6.2 6 Month LIBOR 653.05 6/14/29 Single Family Owner occupied 132000 360
821369 10.69 7.5 6 Month LIBOR 752.47 5/18/14 Single Family Owner occupied 90000 180
821391 9.9 6.5 6 Month LIBOR 1054.67 6/2/29 Single Family Owner occupied 152000 360
821400 10 7.5 6 Month LIBOR 827.99 5/13/29 Single Family Owner occupied 111000 360
821411 9.25 7 6 Month LIBOR 932.91 7/20/29 Single Family Owner occupied 126000 360
821419 10.2 6.75 6 Month LIBOR 371.23 6/1/29 Multiple Family Owner occupied 74000 360
821440 9.75 7.25 6 Month LIBOR 1752.68 5/20/29 Single Family Owner occupied 255000 360
821444 11.99 8.25 6 Month LIBOR 657.82 5/24/29 Multiple Family Owner occupied 80000 360
821459 9.5 8 6 Month LIBOR 438.93 6/3/29 Single Family Owner occupied 58000 360
821472 10.09 7.75 6 Month LIBOR 862.12 6/8/29 Single Family Owner occupied 130000 360
821475 9.65 6.75 6 Month LIBOR 689.97 6/1/29 Single Family Owner occupied 115000 360
821480 12.99 7.75 6 Month LIBOR 601.35 5/20/29 Single Family Owner occupied 71000 360
821513 10.5 6.75 6 Month LIBOR 804.97 5/27/29 Single Family Owner occupied 110000 360
821518 11.99 7.25 6 Month LIBOR 250.54 7/12/29 Single Family Owner occupied 32500 360
821557 11.25 7.75 6 Month LIBOR 726.5 6/23/29 Single Family Owner occupied 88000 360
821574 9.73 7 6 Month LIBOR 444.71 6/3/29 Single Family Owner occupied 61000 360
821600 9.49 7.5 6 Month LIBOR 1680.25 6/15/29 Single Family Owner occupied 250000 360
821671 10.5 7 6 Month LIBOR 917.48 6/18/29 Single Family Owner occupied 118000 360
821695 9.65 7.5 6 Month LIBOR 1264.1 6/3/29 Single Family Owner occupied 185500 360
821704 9.5 6.5 6 Month LIBOR 512.92 7/20/29 Single Family Owner occupied 73000 360
821705 11.74 7.5 6 Month LIBOR 621.32 5/24/29 Single Family Owner occupied 80000 360
I-B-12
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
821708 HOLT 321 SW 8TH ST DELRAY BEACH 33444 FL 1 84.96503846 66189.49
821723 LAWSON 12810 BENWOOD AVE CLEVELAND 44105 OH 1 79.88688 59886.42
821735 CLEMONS 4501 BRITTANY LN CRESTWOOD 40014 KY 1 89.88556357 261340.23
821739 BARRIO 6169 W HUBBELL ST PHOENIX 85035 AZ 1 89.82521053 68231.76
821748 RICCIO 3162 GREENBRIAR CT BUFORD 30519 GA 1 79.92256805 135024.68
821758 WHITTINGTON 9483 W KEITH DR COLUMBUS 47203 IN 1 89.87 107793.07
821784 ADAMS 5195 TALLOW WOOD CT ORLANDO 32808 FL 1 89.87930654 113952.6
821788 KINDRED 4292 VAN BUREN ST GARY 46408 IN 1 89.911125 57485.33
821799 POZEN 42934 PEARSON RANCH LOOP PARKER 80134 CO 1 74.89881481 262715.48
821822 VITTORI 5545 S NEWLAND AVE CHICAGO 60616 IL 1 74.94912308 194732.94
821832 FISHGOLD 15219 S 45TH PL PHOENIX 85044 AZ 1 89.80723221 114800.63
821919 KILLIAN 4350 GRAY ST WHEAT RIDGE 80212 CO 1 74.95340299 100405.88
821932 TACKETT 6034 HILLIARD ST LANSING 48911 MI 1 79.92308451 56693.91
821948 ROBINSON 2318 EMERSON EVANSTON 60201 IL 1 79.570225 127248.81
821959 GILLIARD 17516 64TH PL N LOXAHATCHEE 33470 FL 1 79.8805102 78282.9
821971 WASHINGTON 1009 E 34TH ST LORAIN 44055 OH 1 84.9175493 60271.57
821986 ELAWI 7444 ABINGTON DETROIT 48228 MI 1 79.90883696 73487.67
822054 SCHUTTE 285 MT EVEREST FENTON 63026 MO 1 79.92256667 95875.51
822060 SCHUTTE 314 MT EVEREST FENTON 63026 MO 1 79.92256667 95875.51
822062 LEWIS 8760 DEARDOFF RD FRANKLIN 45005 OH 1 74.65524783 171607.98
822065 CREMEANS\BEATTY 726 LOVERS LN AKRON 44306 OH 1 79.94572308 51928.77
822080 REDD 712 -714 WESTWOOD AVE DAYTON 45407 OH 1 74.85867797 44126.72
822095 REED RR 2 BOX 312A MORRISDALE 16858 PA 1 79.97208633 49987.13
822100 PEREZ 5366 LIGHT CIRCLE NORCROSS 30071 GA 1 79.83525949 126068.58
822109 AMOS 288 GRANT ST GENEVA 44041 OH 1 74.88247222 53886.74
822110 AMOS 291 VINE ST GENEVA 44041 OH 1 79.886875 57490.96
822135 GREER 485 DOMINICAN DR LEXINGTON 40511 KY 1 79.92876563 51108.06
822147 TOWNSEND 10633 W CARLOTA LN PEORIA 85382 AZ 1 89.87016578 131881.08
822162 LINDQUIST 3389 BRIAN RD S PALM HARBOR 34685 FL 1 74.89682902 144483.41
822203 EYLANDER 15227 CLARK ST SOUTH HOLLAND 60473 IL 1 84.88603261 78059.61
822219 REICHLEY 20506 STATE RT 68 ARLINGTON 45814 OH 1 83.58193333 75146.28
822240 HALL 1349 WINBURN DR EAST POINT 30344 GA 1 84.91307692 66209.18
822269 NOYES 1002 BEDFORD LN BALLWIN 63011 MO 1 79.892945 159713.33
822330 MULLINS 505 AJAX HOLLOW RD BULAN 41722 KY 1 89.91986154 58394.95
822331 MONROE 2004 BANKS WAY ATLANTA 30349 GA 1 89.92004516 139250.06
822332 GLASS 2104 OTIS AVE WARREN 48091 MI 1 84.9221262 61888.93
822333 FRANKLIN 10915 E 98TH TERR KANSAS CITY 64134 MO 1 84.85242581 131463.47
822366 ARTHUR 1314 OAK ST MICHIGAN CITY 46360 IN 1 89.93029987 68923.26
822381 REED 1201 PRINCE DR BRANDON 39042 MS 1 79.51888205 77495.94
822438 BEVERLY 113 S WAVE WILLARD 44890 OH 1 88.92934936 62795.9
822462 YANCEY 23722 RIVER RD PETERSBURG 23803 VA 1 79.93735333 119874.27
822464 CHANDLER 22576 W ESPLANADA CIR BOCA RATON 33433 FL 1 74.91157612 250653.28
822485 SEARS 15009 FLANDERS DETROIT 48205 MI 1 74.96133846 48699.2
822504 STAPLETON 2616 SHACONAGE TRL SEVIERVILLE 37862 TN 1 79.92876887 169372.54
822505 KING 871 BRISTOL WAY LITHONIA 30058 GA 1 84.94833628 95932.09
822508 WILDE 1925 FLETCHER ST HOLLYWOOD 33020 FL 1 79.762425 127558.3
822513 WILDE 501 N 24TH AVE HOLLYWOOD 33020 FL 1 79.75085455 87683.49
I-B-13
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
821708 10.34 7.5 6 Month LIBOR 598.56 6/23/29 Single Family Owner occupied 78000 360
821723 9.74 7.25 6 Month LIBOR 515.05 6/4/29 Single Family Not Owner 76000 360
occupied
821735 10.24 7.25 6 Month LIBOR 2344.94 5/21/29 Single Family Owner occupied 291000 360
821739 9.4 7.5 6 Month LIBOR 570.16 6/2/29 Single Family Owner occupied 76000 360
821748 11.5 7.75 6 Month LIBOR 1338.87 6/3/29 Single Family Owner occupied 169000 360
821758 9.75 7.5 6 Month LIBOR 927.89 6/9/29 Single Family Owner occupied 120000 360
821784 9.99 7.5 6 Month LIBOR 1001.43 5/28/29 Single Family Owner occupied 127000 360
821788 9.5 7 6 Month LIBOR 484.33 6/22/29 Single Family Owner occupied 64000 360
821799 7.99 7.38 6 Month LIBOR 1929.8 7/20/29 Single Family Owner occupied 351000 360
821822 11.25 9.5 6 Month LIBOR 1893.96 6/14/29 Single Family Owner occupied 260000 360
821832 9.15 7.5 6 Month LIBOR 938.65 5/28/29 Single Family Owner occupied 133000 360
821919 11.65 7.25 6 Month LIBOR 1006.76 7/2/29 Single Family Owner occupied 134000 360
821932 9.99 6.5 6 Month LIBOR 498.04 6/18/29 Single Family Owner occupied 71000 360
821948 9.55 7.5 6 Month LIBOR 1076.74 6/15/29 Single Family Owner occupied 160000 360
821959 10.85 6.75 6 Month LIBOR 737.75 6/7/14 Single Family Owner occupied 98000 180
821971 11.49 7.5 6 Month LIBOR 597.18 6/22/29 Single Family Owner occupied 71000 360
821986 10.75 7.5 6 Month LIBOR 687.04 6/16/29 Single Family Owner occupied 92000 360
822054 11.5 7.75 6 Month LIBOR 950.68 6/7/29 Multiple Family Not Owner 120000 360
occupied
822060 11.5 7.75 6 Month LIBOR 950.68 6/7/29 Multiple Family Not Owner 120000 360
occupied
822062 8.85 7 6 Month LIBOR 1365.43 6/21/29 Single Family Owner occupied 230000 360
822065 11.25 9 6 Month LIBOR 505.06 6/14/29 Single Family Owner occupied 65000 360
822080 10.1 7.75 6 Month LIBOR 391.6 5/28/29 Multiple Family Not Owner 59000 360
occupied
822095 11.1 7.5 6 Month LIBOR 480.33 7/28/29 Single Family Owner occupied 62550 360
822100 8.99 7.5 6 Month LIBOR 1016.13 6/15/29 Single Family Owner occupied 158000 360
822109 9.25 7 6 Month LIBOR 444.24 6/30/29 Single Family Not Owner 72000 360
occupied
822110 9.74 7.25 6 Month LIBOR 494.45 6/30/29 Single Family Not Owner 80000 360
occupied
822135 9.99 7.5 6 Month LIBOR 448.94 6/18/14 Single Family Owner occupied 64000 180
822147 9.65 7.5 6 Month LIBOR 1125.56 6/15/29 Single Family Owner occupied 146818 360
822162 9.87 9.5 6 Month LIBOR 1256.4 6/18/29 Single Family Owner occupied 193000 360
822203 9.99 8 6 Month LIBOR 685.68 6/14/29 Single Family Owner occupied 92000 360
822219 9.38 6.75 6 Month LIBOR 626.58 6/15/29 Single Family Owner occupied 90000 360
822240 11.25 7.5 6 Month LIBOR 643.95 6/9/29 Single Family Not Owner 78000 360
occupied
822269 10 7.5 6 Month LIBOR 1404.11 6/15/29 Single Family Owner occupied 200000 360
822330 9.99 7.25 6 Month LIBOR 512.95 6/21/29 Single Family Owner occupied 65000 360
822331 10 7.5 6 Month LIBOR 1224.21 6/24/29 Multiple Family Owner occupied 155000 360
822332 11.75 7.25 6 Month LIBOR 625.48 6/21/29 Single Family Owner occupied 73000 360
822333 10.2 7.35 6 Month LIBOR 1175.72 6/21/29 Single Family Owner occupied 155000 360
822366 10.74 7.25 6 Month LIBOR 643.86 6/17/29 Single Family Owner occupied 82000 360
822381 9.99 7.5 6 Month LIBOR 680.42 7/28/29 Single Family Owner occupied 99000 360
822438 10.49 7.5 6 Month LIBOR 575.11 6/28/29 Single Family Owner occupied 70700 360
822462 12.49 7.75 6 Month LIBOR 1279.78 6/11/29 Single Family Owner occupied 150000 360
822464 8.65 7 6 Month LIBOR 1958.67 6/25/29 Single Family Owner occupied 340000 360
822485 12.49 7.5 6 Month LIBOR 519.91 6/16/29 Single Family Owner occupied 65000 360
822504 9.99 7.5 6 Month LIBOR 1487.11 7/7/29 Single Family Owner occupied 215000 360
822505 11.75 8.5 6 Month LIBOR 969.54 6/21/29 Single Family Owner occupied 116000 360
822508 9.85 7.75 6 Month LIBOR 1109.13 6/16/29 Multiple Family Not Owner 160000 360
occupied
822513 9.85 7.75 6 Month LIBOR 762.53 6/16/29 Multiple Family Not Owner 113000 360
occupied
I-B-13
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
822528 TEEVAN 5706 NE SAPPHIRE PL LEES SUMMIT 64064 MO 1 89.96611744 252611.81
822532 WALL 3891 F BIGHORN RD VAIL 81657 CO 1 79.95621042 383578.05
822545 HARRELL 7508 GRAVES LN CORRYTON 37721 TN 1 84.89755263 64495.73
822572 HUNLEY 6913 CHIRONNA PL NORFOLK 23518 VA 1 84.92418182 107331.76
822603 POE 1178 PEABODY MEMPHIS 38104 TN 1 79.88101765 135729.24
822632 KNIGHT 1547 S INDIAN CREEK DR STONE MOUNTAIN 30083 GA 1 89.91111976 150000.78
822637 REID 3625 BENCHMARK DR ATLANTA 30349 GA 1 79.83425556 71800.45
822650 THOMAS 1541 NW 3RD AVE FORT LAUDERDALE 33311 FL 1 74.91453939 123561.14
822680 SIMMS 3127 SAINT VINCENT SAINT LOUIS 63104 MO 1 89.93194643 50342.58
822685 SALSBURY 10359 MONCLOVA RD MONCLOVA 43542 OH 1 61.95367722 97771.97
822714 MARTIN 124 MEIER RD OLD MONROE 63369 MO 1 89.92419608 137466.05
822745 MERRITT 10409 -10411 SOUTH BLVD CLEVELAND 44108 OH 1 70.49848529 47918.28
822758 BAZZOLI 5320 TALMADGE RD TOLEDO 43623 OH 1 84.90804615 55169.95
822761 AMOS 816 N STATE ST PAINESVILLE 44077 OH 1 79.88686957 55095.5
822770 WILLIAMS 1135 ISLAND BLVD LOWELL 46356 IN 1 79.95636842 45562.51
822771 WILLIAMS 1406 ISLAND BLVD LOWELL 47943 IN 1 79.95336431 43002.18
822776 LENEA 28781 N IVANHOE LN MUNDELEIN 60060 IL 1 79.03569167 94789.65
822805 HOGELAND 3932 PEEL CASTLE LN AUSTELL 30168 GA 1 89.89720588 152765.96
822827 VILUMS 4595 WINTERSET DR COLUMBUS 43220 OH 1 69.96734507 99259.75
822836 DONALDSON 11603 S ABERDEEN ST CHICAGO 60643 IL 1 79.968144 99879.48
822850 LONG 234 BEAM DR FRANKLIN 45005 OH 1 83.77951042 80355.46
822872 SOLIZ 2643 VENICE AVE DEARBORN 48124 MI 1 80 97154.56
822875 STEPHENS 10086 85TH WAY N LARGO 33777 FL 1 89.87930851 84448.1
822916 SWINDELLS 111 COLINGTON DR KILL DEVIL HILLS 27948 NC 1 74.94013636 82367.14
822942 WILLCUT 107 MARSHALL ST FREDERICKTOWN 63645 MO 1 89.90030303 74121.5
822958 CARLSON 1063 TATESBROOK DR LEXINGTON 40517 KY 1 89.91567455 64587.75
823008 BEASLEY 1514 S NOBLE RD CLEVELAND 44121 OH 1 88.34366337 89180.59
823034 KLEIN 4628 N RUBEN CT MONTICELLO 47960 IN 1 79.88076757 147704.73
823039 HALL 8238 PARAMOUNT DR SAINT LOUIS 63132 MO 1 79.96267123 58317.58
823061 ENGLISH 661 HWY A HAWK POINT 63349 MO 1 70.78527778 63684.82
823087 CARROLL 3572 JOSEPHINE LN MASON 48854 MI 1 86.92656216 160745.34
823103 FOX 2406 W 17TH ST PANAMA CITY 32405 FL 1 89.91112281 51197.86
823117 SHANKLIN 10422 CLEARVIEW AVE BATON ROUGE 70811 LA 1 79.96453636 87921.66
823119 PETERSON 1001 SHARP DR BIRMINGHAM 35235 AL 1 84.89215287 66611.64
823129 BRODY 325 GIVENS ST SARASOTA 34242 FL 1 84.95100904 281871.43
823177 SCURLOCK 1031 JOSEPH PL MEMPHIS 38107 TN 1 79.96815094 42366.09
823216 MCCOY RT 7 BOX 21920 LOUISA 41230 KY 1 80.58079032 49939.87
823251 WRIGHT 1764 BAYWOOD WAY SARASOTA 34231 FL 1 84.93214884 91227.84
823259 DIXON 501 14TH ST TELL CITY 47586 IN 1 89.92407692 58405.42
823265 WHITTMORE 8440 BENTON ST ARVADA 80003 CO 1 70.85714286 123834.73
823311 SMITH 13976 N 115TH ST LONGMONT 80501 CO 1 63.91942667 191636.16
823312 BLUM 1517 PARAMOUNT ST NOVI 48377 MI 1 74.25278286 129825.67
823389 REYNOLDS 701 HERRINGTON WOODS HARRODSBURG 40330 KY 1 76.86786154 49945.92
823398 HENDERSON 1042 BEMMINGTON AVE MASSILLON 44646 OH 1 79.94807143 100701.66
823437 GAUDINO 3802 MINK RD SARASOTA 34235 FL 1 90.35538261 103867.02
823444 ADAMS 2909 IVANHOE STREET DENVER 80207 CO 1 79.94306612 96696.19
823505 LIPINSKI 6328 PINEFIELD DR HILLIARD 43026 OH 1 89.96226471 152805.89
823529 PHAM 72 JENNINGS BATTLE CREEK 49015 MI 1 89.88995703 146430.74
823537 GILLESPIE 770 ROSEWALK DR TAMASSEE 29686 SC 1 79.96637647 135827.06
I-B-14
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
822528 10.75 7 6 Month LIBOR 2360.77 7/16/29 Single Family Owner occupied 281000 360
822532 8.99 8.5 6 Month LIBOR 3086.99 8/16/29 Single Family Owner occupied 480000 360
822545 10.49 7.5 6 Month LIBOR 590.44 6/23/29 Single Family Owner occupied 76000 360
822572 9.99 7.5 6 Month LIBOR 942.81 6/21/29 Single Family Owner occupied 126500 360
822603 9.5 7.5 6 Month LIBOR 1143.56 6/24/29 Single Family Not Owner 170000 360
occupied
822632 9.5 7.5 6 Month LIBOR 1263.8 6/30/29 Single Family Owner occupied 167000 360
822637 7.89 6.5 6 Month LIBOR 522.8 6/25/29 Single Family Owner occupied 90000 360
822650 10.75 7.5 6 Month LIBOR 1155.18 6/22/29 Multiple Family Owner occupied 165000 360
822680 10.75 7.25 6 Month LIBOR 470.47 7/6/29 Single Family Owner occupied 56000 360
822685 8.75 6.7 6 Month LIBOR 770.97 6/28/29 Single Family Not Owner 158000 360
occupied
822714 10.25 7 6 Month LIBOR 1233.93 6/23/29 Single Family Owner occupied 153000 360
822745 10.24 7.75 6 Month LIBOR 429.77 6/17/29 Multiple Family Not Owner 68000 360
occupied
822758 10.99 7.5 6 Month LIBOR 525.74 6/28/29 Single Family Owner occupied 68500 360
822761 9.74 7.25 6 Month LIBOR 473.85 6/30/29 Single Family Not Owner 91000 360
occupied
822770 12.24 8 6 Month LIBOR 477.49 7/15/29 Single Family Not Owner 57000 360
occupied
822771 11.94 8 6 Month LIBOR 440.73 7/15/29 Single Family Not Owner 53800 360
occupied
822776 8.99 7.5 6 Month LIBOR 763.71 6/29/29 Single Family Owner occupied 120000 360
822805 10.74 7.75 6 Month LIBOR 1427.08 6/18/29 Single Family Owner occupied 170000 360
822827 9.75 6.5 6 Month LIBOR 854 7/30/29 Single Family Owner occupied 142000 360
822836 10.49 7.5 6 Month LIBOR 913.99 7/27/29 Single Family Owner occupied 125000 360
822850 9.99 9.5 6 Month LIBOR 705.85 6/30/29 Single Family Owner occupied 96000 360
822872 9.74 6.5 6 Month LIBOR 834.38 9/10/29 Single Family Owner occupied 124000 360
822875 9.99 7.5 6 Month LIBOR 741.8 6/18/29 Single Family Owner occupied 95000 360
822916 10.5 7.25 6 Month LIBOR 754.66 6/21/29 Single Family Owner occupied 110000 360
822942 11.8 9.35 6 Month LIBOR 752.33 6/22/29 Single Family Owner occupied 84000 360
822958 9.75 7.5 6 Month LIBOR 555.96 6/30/29 Single Family Owner occupied 72000 360
823008 12.49 7.5 6 Month LIBOR 951.84 7/30/29 Single Family Owner occupied 101000 360
823034 9.49 7.25 6 Month LIBOR 1243.38 6/25/29 Multiple Family Owner occupied 185000 360
823039 9.75 7.5 6 Month LIBOR 501.75 7/20/29 Single Family Owner occupied 73000 360
823061 11.25 7 6 Month LIBOR 619.18 7/20/29 Single Family Owner occupied 90000 360
823087 10.24 7.25 6 Month LIBOR 1441.08 7/26/29 Single Family Owner occupied 185000 360
823103 9.5 7 6 Month LIBOR 431.36 6/29/29 Single Family Owner occupied 57000 360
823117 9.99 7.5 6 Month LIBOR 771.61 8/2/29 Single Family Owner occupied 110000 360
823119 10.25 7.25 6 Month LIBOR 597.92 6/28/29 Single Family Owner occupied 83000 360
823129 11.99 7.5 6 Month LIBOR 2900.57 6/28/29 Single Family Owner occupied 332000 360
823177 10.49 8 6 Month LIBOR 387.53 8/10/29 Single Family Owner occupied 53000 360
823216 10.5 7 6 Month LIBOR 457.37 7/19/29 Single Family Owner occupied 62000 360
823251 10.5 6.75 6 Month LIBOR 835.84 6/28/29 Single Family Owner occupied 115000 360
823259 10.74 7.25 6 Month LIBOR 545.65 7/8/29 Single Family Owner occupied 65000 360
823265 8.05 7 6 Month LIBOR 914.19 8/17/29 Single Family Owner occupied 175000 360
823311 8.33 7.08 6 Month LIBOR 1453.24 7/23/29 Single Family Owner occupied 300000 360
823312 9.99 6.5 6 Month LIBOR 1139.88 7/7/29 Single Family Owner occupied 175000 360
823389 10.99 7.5 6 Month LIBOR 475.78 7/20/29 Single Family Owner occupied 80000 360
823398 11.49 7.5 6 Month LIBOR 997.44 7/16/29 Single Family Owner occupied 126000 360
823437 10.5 7.25 6 Month LIBOR 950.87 8/6/29 Single Family Owner occupied 115000 360
823444 11.03 7.25 6 Month LIBOR 924.04 7/20/29 Single Family Owner occupied 121000 360
823505 10.25 8 6 Month LIBOR 1371.03 7/27/29 Single Family Owner occupied 170000 360
823529 10.69 7.5 6 Month LIBOR 1361.88 7/9/29 Single Family Owner occupied 165000 360
823537 10.24 7.75 6 Month LIBOR 1217.69 7/21/29 Single Family Owner occupied 170000 360
I-B-14
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
823539 STEPP 12745 LOCKBOURNE EASTERN R ASHVILLE 43103 OH 1 85 254773.44
823549 ALEVISATOS 4807 S ATLANTIC AVE PONCE INLET 32127 FL 1 74.95791333 224618.4
823629 MELE JR 14075 REEK RD SOUTHGATE 48195 MI 1 82.67963158 94278.17
823684 ADAMS 6302 LINSTEAD RD LOUISVILLE 40228 KY 1 79.95687826 91870.06
823687 ETUE 4724 NW 49TH CT TAMARAC 33319 FL 1 83.93293333 62924.22
823692 JACOBS 204 TENNYSON HIGHLAND PARK 48203 MI 1 79.96866667 59953.7
823695 DORSEY 3142 TEXAS A SAINT LOUIS 63118 MO 1 79.29430667 59441.23
823705 MILLER 4512 GREENCOVE AVE EVANSVILLE 47714 IN 1 74.96132456 85433.53
823745 SHAOTHA 332 BEVERLY ESTATE DR DETROIT 48238 MI 1 79.95620899 355411.01
823759 CANADA 3811 MESKER PARK DR EVANSVILLE 47720 IN 1 84.96231678 179533.9
823777 HAYDEN 200 PLANTERS COVE MADISON 39110 MS 1 79.96737288 94322.67
823811 JOHNSON 6901 W WALDEN PL LITTLETON 80120 CO 1 79.9672351 241300.59
823822 KAZMI 4915 W 103RD ST OVERLAND PARK 66207 KS 1 80 77963.61
823844 KONSKY 2919 RUSSELL BLVD SAINT LOUIS 63104 MO 1 68.14646364 74882.44
823891 ZEKIND 11 BONNIE CT FLORISSANT 63033 MO 1 79.92893151 58321.86
823919 FONVILLE 20220 NEWMAN TRENTON 48183 MI 1 83.38650427 97485.62
823924 HYDE 111 W ASHE UNIT A LOMBARD 60148 IL 1 74.94014 74909.82
823962 NAVARRO 2595 S HOOKER ST DENVER 80219 CO 1 67.14843697 79859.45
823966 SIMMONS 1041 CLEVELAND ST HAMMOND 46320 IN 1 67.07207143 46925.39
824012 THORNTON 8606 STRATHMOOR ST DETROIT 48228 MI 1 79.94268627 40755.95
824027 BRANDENBURG 2020 MAGNOLIA DR CLEARWATER 33764 FL 1 89.91986869 88980.51
824063 COFFEY 950 JACKSON PIKE HARRODSBURG 40330 KY 1 79.01234568 159913.51
824090 SHELBY 1725 S YAMPA WAY AURORA 80017 CO 1 79.95052857 111861
824102 FOLZ ROUTE 1 BOX 6314 RICE 23966 VA 1 79.90789025 72591.87
824106 WITTICH 11724 KINGSGATE CT PERRYSBURG 43551 OH 1 84.96231111 114647.82
824117 JENKINS 1248 KNOLLHAVEN BATON ROUGE 70810 LA 1 80 84646.31
824119 WITCHER 298 JW NIX RD DAHLONEGA 30533 GA 1 85 212300.92
824120 ELLIS 7943 S MERRILL CHICAGO 60617 IL 1 89.87341772 141873.58
824161 HAFIZ\ALAM 2607 COLLINS PORT COVE SUWANEE 30024 GA 1 89.94904 123644.36
824171 BOWERS 7202 W READE AVE GLENDALE 85303 AZ 1 89.95235556 80913.91
824176 WILLIAM 21411 CYMAN WARREN 48092 MI 1 79.94572043 74323.93
824180 SAVERY 4880 NW 177TH ST OPA LOCKA 33055 FL 1 84.95810435 97604.31
824206 NEAL 267 WATER OAK DR DALLAS 30132 GA 1 79.92488806 107048.41
824216 JOHNSON 740 LUNAR DR RALEIGH 27610 NC 1 84.88004054 62811.23
824226 ERVIN 73 TOWER VALLEY DRIVE HILLSBORO 63050 MO 1 84.95593103 73834.09
824229 FIELDS 571 BENTON RD LEXINGTON 40505 KY 1 86.87371429 72947.6
824242 ROBINSON 305 S WASHINGTON YPSILANTI 48197 MI 1 68.15313953 87875.82
824303 ANDERSON 1316 8TH SE ALTOONA 50009 IA 1 84.93214648 117074.04
824323 GRIFFIN 109 BRICKSTONE DR ATLANTA 30339 GA 1 79.93386095 353758.16
824361 SMITH 4306 E INDIAN TRL LOUISVILLE 40213 KY 1 70 45453.49
824373 BOUREN 235 MCDANIEL AVE RICHMOND 40475 KY 1 89.95933058 108751.14
824394 LEDESMA 5221 EAGLE CAY MANOR POMPANO BEACH 33073 FL 1 79.96445641 155790.34
824404 SIMPSON 29000 JOY RD LIVONIA 48150 MI 1 89.95800952 94411.46
824406 ROWE 7680 GLEN DEVON RD JONESBORO 30236 GA 1 79.92877333 119839.07
824418 BRANNON 597 E OAKWOOD AVENUE ORANGE CITY 32763 FL 1 90 71945.42
824458 JENKINS 172 QUARTZ ROAD GOLDEN 80403 CO 1 90 220299.89
824464 BAUER 9263 BROOKS RD LENNON 48449 MI 1 84.96066345 131839.36
824505 KLINE 19954 E CHRUCH ST HOYTVILLE 43529 OH 1 79.96982456 45547.94
824528 MILLER 4259 WINDWARD LN NORCROSS 30093 GA 1 89.97419139 93995.79
824559 POTTER JR 208 S MONTCLAIRE OLATHE 66061 KS 1 79.92505579 93068.5
824578 VEGA 2912 COLUMBINE CIR VALPARAISO 46383 IN 1 90 105255.85
I-B-15
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
823539 10 7.75 6 Month LIBOR 2237.81 8/25/29 Single Family Owner occupied 300000 360
823549 8.87 7.5 6 Month LIBOR 1789.39 7/28/29 Single Family Not Owner 300000 360
occupied
823629 9.25 6.5 6 Month LIBOR 776.61 7/28/29 Single Family Owner occupied 114000 360
823684 10.13 6.5 6 Month LIBOR 816.22 7/16/29 Single Family Owner occupied 115000 360
823687 10.5 7 6 Month LIBOR 576.29 7/15/29 Single Family Owner occupied 75000 360
823692 10.75 7.5 6 Month LIBOR 560.09 8/5/29 Single Family Owner occupied 75000 360
823695 9.5 6.5 6 Month LIBOR 500.31 8/2/29 Single Family Owner occupied 75000 360
823705 12.49 7.25 6 Month LIBOR 911.84 7/23/29 Single Family Owner occupied 114000 360
823745 8.99 6.5 6 Month LIBOR 2861.9 7/19/29 Single Family Owner occupied 450000 360
823759 9.99 7 6 Month LIBOR 1576.33 7/16/29 Single Family Owner occupied 211500 360
823777 10.38 8.63 6 Month LIBOR 855.06 8/4/29 Single Family Owner occupied 120000 360
823811 10.36 7.5 6 Month LIBOR 2184.76 7/27/29 Single Family Owner occupied 302000 360
823822 9.75 6.5 6 Month LIBOR 670.14 9/9/29 Single Family Owner occupied 102500 360
823844 9.25 6.5 6 Month LIBOR 617.01 7/30/29 Single Family Owner occupied 110000 360
823891 10 6.75 6 Month LIBOR 512.5 7/16/29 Single Family Owner occupied 74000 360
823919 10.62 7.5 6 Month LIBOR 901.55 7/21/29 Single Family Owner occupied 117000 360
823924 10.5 7.5 6 Month LIBOR 686.05 7/20/29 Single Family Owner occupied 100000 360
823962 8.7 6.2 6 Month LIBOR 626.51 7/21/29 Single Family Owner occupied 119000 360
823966 9.19 6.5 6 Month LIBOR 384.62 7/30/29 Single Family Owner occupied 70000 360
824012 11 6.75 6 Month LIBOR 388.55 7/26/29 Single Family Owner occupied 51000 360
824027 9.99 6.5 6 Month LIBOR 781.26 7/15/29 Single Family Owner occupied 105000 360
824063 9.05 6.75 6 Month LIBOR 1293.16 9/7/29 Single Family Owner occupied 202500 360
824090 8.4 7 6 Month LIBOR 853.26 8/4/29 Single Family Owner occupied 140000 360
824102 9.5 7 6 Month LIBOR 611.3 7/30/29 Single Family Owner occupied 122300 360
824106 9.99 7 6 Month LIBOR 1006.17 8/2/29 Single Family Owner occupied 135000 360
824117 10.1 7.25 6 Month LIBOR 749.75 8/27/29 Single Family Owner occupied 106000 360
824119 9.75 7.5 6 Month LIBOR 1825.7 8/20/29 Single Family Owner occupied 250000 360
824120 9.99 7.75 6 Month LIBOR 1245.1 8/16/29 Multiple Family Owner occupied 158000 360
824161 12.07 7.5 6 Month LIBOR 1279.58 7/20/29 Single Family Owner occupied 137500 360
824171 9.15 7 6 Month LIBOR 660.51 8/3/29 Single Family Owner occupied 90000 360
824176 11.25 8 6 Month LIBOR 722.62 7/19/29 Single Family Owner occupied 93000 360
824180 9.49 7 6 Month LIBOR 821.22 7/30/29 Single Family Owner occupied 115000 360
824206 9.74 8.25 6 Month LIBOR 920.23 7/21/29 Single Family Owner occupied 134000 360
824216 9.75 7 6 Month LIBOR 540.41 7/28/29 Single Family Owner occupied 74000 360
824226 9.25 7 6 Month LIBOR 608.37 7/27/29 Single Family Owner occupied 87000 360
824229 10.99 7.5 6 Month LIBOR 694.64 8/4/29 Single Family Owner occupied 84000 360
824242 9.75 7.5 6 Month LIBOR 756.06 7/28/29 Single Family Owner occupied 129000 360
824303 10.5 9.5 6 Month LIBOR 1072.21 7/28/29 Single Family Owner occupied 137900 360
824323 10.34 7.6 6 Month LIBOR 3197.7 7/23/29 Single Family Not Owner 459000 360
occupied
824361 11.25 6.5 6 Month LIBOR 441.92 7/30/29 Single Family Owner occupied 67500 360
824373 9.9 8 6 Month LIBOR 947.64 7/30/29 Multiple Family Owner occupied 121000 360
824394 9.98 7.13 6 Month LIBOR 1366.71 7/26/29 Single Family Owner occupied 195000 360
824404 9.75 7.5 6 Month LIBOR 811.9 8/5/29 Single Family Owner occupied 105000 360
824406 9.99 7.5 6 Month LIBOR 1052.2 7/26/14 Single Family Owner occupied 150000 180
824418 10.74 7.25 6 Month LIBOR 671.57 8/27/29 Single Family Owner occupied 80500 360
824458 9.9 7.25 6 Month LIBOR 1918.77 8/24/29 Single Family Owner occupied 247000 360
824464 9.75 7 6 Month LIBOR 1133.77 8/10/29 Single Family Owner occupied 160000 360
824505 10.74 7.5 6 Month LIBOR 425.32 7/30/29 Single Family Owner occupied 57000 360
824528 11.99 7 6 Month LIBOR 966.69 8/27/29 Single Family Owner occupied 110000 360
824559 9.75 6.5 6 Month LIBOR 800.73 7/28/29 Single Family Owner occupied 118000 360
824578 10.25 7.5 6 Month LIBOR 943.59 9/8/29 Single Family Owner occupied 119000 360
I-B-15
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
824584 HACKNEY 406 E OAKSIDE SOUTH BEND 46614 IN 1 79.95620833 57536.7
824586 CARTER 333 NW 121ST RD WARRENSBURG 64093 MO 1 89.95289247 83612.46
824612 WHITE 114 SCOTT ST WILMORE 40390 KY 1 69.96169091 38457.7
824617 DE LA GARZA 4246 BREAKWATER CT FORT COLLINS 80525 CO 1 79.9606494 200601.67
824620 WOOD 115 N 30TH ST BATTLE CREEK 49015 MI 1 79.96461364 70337.46
824629 POND 18114 TIMBER LN MARYSVILLE 43040 OH 1 89.91567727 197814.49
824648 VILLALPANDO 535 BANCROFT IMLAY CITY 48444 MI 1 89.96225806 111506
824658 NWOBI 5817 PLUMER AVE BALTIMORE 21206 MD 1 79.97771 79955.19
824682 BURTON 9053 W FLOYD AVENUE DENVER 80227 CO 1 83.50556962 65938.55
824718 MERRITT 621 MURRAY DR KNOXVILLE 37912 TN 1 84.96035 50952.22
824724 LIBICH 3914 WINTERFIELD RUN FORT WAYNE 46804 IN 1 85 81527.5
824730 SHAW 1050 N SPRINGFIELD DR CHICAGO 60651 IL 1 79.97065644 130255.2
824744 METZGER 7245 MONTARBOR DR COLORADO SPRINGS 80916 CO 1 89.9580929 164546.33
824756 NAUMANN 3964 NELSEY RD REDFORD 48239 MI 1 74.9701338 106414.81
824762 WARREN 1558 FOREST BAY CT WIXOM 48393 MI 1 84.966 284521.21
824766 SCOTT 1508 TOMPKINS ST GARY 46406 IN 1 84.968 59455
824767 WILLIAMS 19098 MELROSE SOUTHFIELD 48075 MI 1 85 127398.23
824768 MATINI 4141 KENTMERE SQ FAIRFAX 22030 VA 1 72.13649565 165827.22
824810 SMITH 5426 CREST DR KANSAS CITY 66106 KS 1 69.98208247 67865.06
824871 DENNIS 2374 STRATFIELD GERMANTOWN 38139 TN 1 84.96239337 205000.27
824899 HENRY 5652 OLD HUNTER RD OOLTEWAH 37363 TN 1 89.95573488 193308.9
824926 WILLEY 152 SHARON ST ARENA 53503 WI 1 79.27132759 91909.13
824931 DESHAZO 709 CHERRY LN BIRMINGHAM 35215 AL 1 89.94812174 103410.06
824956 MCVAY 14021 JENNE AVE CLEVELAND 44110 OH 1 89.9660375 71945.42
825000 WEISMAN 2124 SANTA ANITA DR LEXINGTON 40516 KY 1 89.93537079 80013.33
825006 JOHNSON 358 W FOSTER MAINVILLE RD MAINEVILLE 45039 OH 1 84.96231765 72185.67
825014 HOMER 10100 SAFFIR CT CHARLOTTE 28227 NC 1 85 212415.56
825020 KEITH 1944 LIGHTWOOD WAY ACWORTH 30102 GA 1 79.92082153 140989.54
825060 JOSLIN 10720 REED RD DURAND 48429 MI 1 79.97509701 107132.94
825063 FOWLER 1512 OLD SMUGGLERS CT FORT WASHINGTON 20744 MD 1 79.96814177 315619.16
825091 GADDY 717 SHARON DR WAXHAW 28173 NC 1 65 48078.95
825105 CLARK 29 WOODCREST AVE WINCHESTER 47394 IN 1 85 66235.74
825127 BRAMMER 216 W MARQUETTE SOUTH BEND 46617 IN 1 84.96622047 75504.68
825130 KENNEDY 4 LAKEVIEW CT HARTFORD CITY 47348 IN 1 69.89919355 86568.52
825151 BAZZI 7431 ORCHARD DEARBORN 48126 MI 1 69.93071429 93007.85
825155 HOLBROOK 1228 CLARENDON RD HOMER 49245 MI 1 61.37166667 34963.56
825182 LEATH 521 N COLUMBUS ST BLANCHESTER 45107 OH 1 89.96010092 98012.66
825186 FAIRCHILD 4840 HAYES ST NE WASHINGTON 20019 DC 1 74.68742529 64955.91
825192 ADAMS 5326 GRENELEFE VILLAGE RD CHARLOTTE 28269 NC 1 85 127417.93
825210 MAIDMAN 1544 SW 13TH DR BOCA RATON 33486 FL 1 78.39308485 129272.06
825240 SALAPATAS 8861 HANLEY CT CROWN POINT 46307 IN 1 74.97468148 202362.64
825248 COMUNALE 2028 PAINTERTOWN RD IRWIN 15642 PA 1 90 67471.63
825260 BLAIZE 957 N AVE ATLANTA 30318 GA 1 80 51962.66
825277 MCCORKLE 6052 W ROSEWIND CIR MEMPHIS 38141 TN 1 89.96603254 71855.48
825285 PARROTT 728 CRAIG AVE SALEM 24153 VA 1 79.97574194 49569.78
825286 WILLIAMS 1552 MEADOWLANE INKSTER 48141 MI 1 79.89681159 55093.11
825331 MERCER 624 CENTER ST CENTRAL CITY 42330 KY 1 90 67466.8
825366 TUEPKER 4780 UPPER FIVE MILE RD MOUNT ORAB 45154 OH 1 57.1112521 67924.5
825392 SMITH 807 CHARLES ST MIDDLETOWN 45042 OH 1 79.97141333 59956.92
825425 CANO 58162 E 42ND DR STRASBURG 80136 CO 1 85 124810.11
825445 MOORE 1716 SPRING AVE NE CANTON 44714 OH 1 89.958 58445.18
I-B-16
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
824584 8.99 7.5 6 Month LIBOR 463.05 8/19/29 Single Family Owner occupied 72000 360
824586 9.25 7 6 Month LIBOR 688.58 8/11/29 Single Family Owner occupied 93000 360
824612 8.99 7.5 6 Month LIBOR 309.5 8/16/29 Single Family Owner occupied 55000 360
824617 9.5 7.75 6 Month LIBOR 1688.44 8/11/29 Single Family Owner occupied 251000 360
824620 10 7.5 6 Month LIBOR 617.81 8/3/29 Single Family Owner occupied 88000 360
824629 9.75 7.5 6 Month LIBOR 1701.13 8/4/29 Single Family Owner occupied 220000 360
824648 10.25 7.5 6 Month LIBOR 1000.05 8/17/29 Single Family Owner occupied 124000 360
824658 12.12 8 6 Month LIBOR 830.29 8/20/29 Single Family Owner occupied 100000 360
824682 9.78 7.5 6 Month LIBOR 568.5 8/25/29 Single Family Owner occupied 79000 360
824718 9.75 7 6 Month LIBOR 438.17 8/11/29 Single Family Owner occupied 60000 360
824724 10 7.25 6 Month LIBOR 716.1 8/30/29 Single Family Owner occupied 96000 360
824730 10.87 7.5 6 Month LIBOR 1229.04 7/30/29 Multiple Family Owner occupied 163000 360
824744 9.78 7.5 6 Month LIBOR 1418.66 8/4/29 Single Family Owner occupied 183000 360
824756 10.49 8 6 Month LIBOR 973.4 8/5/29 Single Family Owner occupied 142000 360
824762 10.47 7.5 6 Month LIBOR 2598.34 8/9/29 Single Family Owner occupied 335000 360
824766 10.75 8.25 6 Month LIBOR 555.42 8/10/29 Single Family Owner occupied 70000 360
824767 10.5 7.25 6 Month LIBOR 1166.29 8/23/29 Single Family Owner occupied 150000 360
824768 9.25 7 6 Month LIBOR 1365.64 8/2/29 Single Family Owner occupied 230000 360
824810 12.5 7.5 6 Month LIBOR 724.67 8/24/29 Single Family Owner occupied 97500 360
824871 10 7 6 Month LIBOR 1801.44 7/30/29 Single Family Owner occupied 241500 360
824899 9.5 7 6 Month LIBOR 1627.05 8/3/29 Single Family Owner occupied 215000 360
824926 9.5 6.25 6 Month LIBOR 773.59 8/2/29 Single Family Owner occupied 116000 360
824931 11.99 7.5 6 Month LIBOR 1063.82 7/28/29 Single Family Owner occupied 118000 360
824956 10.74 7.25 6 Month LIBOR 671.57 8/18/29 Single Family Owner occupied 80000 360
825000 10.99 7.5 6 Month LIBOR 762.21 7/30/29 Single Family Owner occupied 99000 360
825006 9.99 7 6 Month LIBOR 633.51 8/23/29 Single Family Owner occupied 85000 360
825014 10.5 7.25 6 Month LIBOR 1943.82 9/10/29 Single Family Owner occupied 251000 360
825020 9.49 6.9 6 Month LIBOR 1186.26 7/30/29 Single Family Owner occupied 176500 360
825060 11.62 7.25 6 Month LIBOR 1071.42 8/10/29 Single Family Owner occupied 134000 360
825063 10.49 7.25 6 Month LIBOR 2888.21 7/28/29 Single Family Owner occupied 395000 360
825091 10.05 7.5 6 Month LIBOR 423.89 9/17/29 Single Family Owner occupied 74000 360
825105 9.59 7 6 Month LIBOR 561.85 8/30/29 Single Family Owner occupied 78000 360
825127 10.5 7.25 6 Month LIBOR 691.22 8/13/29 Single Family Owner occupied 89000 360
825130 8.45 6.2 6 Month LIBOR 663.39 8/30/29 Single Family Owner occupied 124000 360
825151 9.49 6 6 Month LIBOR 782.16 8/5/29 Single Family Owner occupied 133000 360
825155 9.25 7.5 6 Month LIBOR 287.94 8/24/29 Single Family Owner occupied 57000 360
825182 9.99 7.5 6 Month LIBOR 860.17 8/20/29 Single Family Owner occupied 109000 360
825186 11.25 6.5 6 Month LIBOR 631.32 8/9/29 Single Family Owner occupied 87000 360
825192 11.49 7 6 Month LIBOR 1261.65 8/27/29 Single Family Owner occupied 150000 360
825210 8.69 7.5 6 Month LIBOR 1013.23 7/30/29 Single Family Owner occupied 165000 360
825240 11.25 7 6 Month LIBOR 1966.8 8/25/29 Single Family Owner occupied 270000 360
825248 10.24 7.25 6 Month LIBOR 604.37 9/9/29 Single Family Owner occupied 75000 360
825260 10.99 7.75 6 Month LIBOR 494.82 8/30/29 Multiple Family Not Owner 68000 360
occupied
825277 10.74 7.25 6 Month LIBOR 670.73 8/26/29 Single Family Owner occupied 79900 360
825285 11.74 7.75 6 Month LIBOR 500.29 8/12/29 Single Family Not Owner 62000 360
occupied
825286 8.25 6.5 6 Month LIBOR 414.7 8/18/29 Single Family Owner occupied 69000 360
825331 9.5 7 6 Month LIBOR 567.58 9/9/29 Single Family Owner occupied 78500 360
825366 8.94 6.2 6 Month LIBOR 544.21 8/18/29 Single Family Owner occupied 119000 360
825392 10.99 7.5 6 Month LIBOR 570.94 8/19/29 Single Family Owner occupied 75000 360
825425 8.9 7.5 6 Month LIBOR 996.4 8/18/29 Single Family Owner occupied 147000 360
825445 9.75 7 6 Month LIBOR 502.61 8/16/29 Single Family Owner occupied 65000 360
I-B-16
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
825452 WOLSKE 1129 -1131 N RURAL ST INDIANAPOLIS 46201 IN 1 89.96225 46760.57
825474 DANIEL 3234 N ALBANY AVE CHICAGO 60618 IL 1 74.14758605 159333.98
825484 ROSE 22952 OXFORD PL B BOCA RATON 33433 FL 1 79.95843529 67929.07
825527 MOONEY 606 WELLER RD ELYRIA 44035 OH 1 57.66364103 44955.1
825542 CARTER 15697 MANNING DETROIT 48205 MI 1 79.96987778 71945.54
825552 LUTTENBERGER 29961 MACKENZIE CIR WARREN 48092 MI 1 81.20805369 120936.61
825557 BOBO 210 S JULIAN ST DENVER 80219 CO 1 84.89208633 117923.22
825563 FERNANDEZ 203 N MAIN LOAMI 62661 IL 1 75 46478.57
825593 THORPE 115 SUTHERLAND DRIVE BRUNSWICK 31525 GA 1 80 143921.66
825615 RINTOUL 3820 S UTAH PL SAINT LOUIS 63116 MO 1 61.53846154 199897.4
825649 EVERETT 16103 SUMNEY DR HAYMARKET 20169 VA 1 82.08169767 141110.49
825694 MITCHELL 15045 SNOWDEN DETORIT 48227 MI 1 80 70368.79
825716 WILEY 14632 MANSFIELD DETROIT 48227 MI 1 69.96408696 64333.66
825720 BEIDOUN 6710 ARCHDALE DETROIT 48228 MI 1 90 76435.43
825732 ALOIA 5405 ST JAMES BLVD LORAIN 44053 OH 1 85 135850.86
825753 MADICK 108 S NEWTON ST DENVER 80219 CO 1 38.0952381 39945.05
825755 TORRES 413 W WATERFORD AVE MILWAUKEE 53207 WI 1 80 63849.77
825759 GRANT 12907 ELMENDORF PL DENVER 80239 CO 1 79.24139855 109305.87
825767 CERVANTES 2615 -2619 HUMBOLDT ST DENVER 80205 CO 1 90 134877.48
825771 GAUTHIER 3311 TALBOT PL COLUMBUS 43223 OH 1 90 108796.68
825786 TYUS 11476 BALFOUR DETROIT 48224 MI 1 79.23396341 64943.47
825789 WILLIAM WILLIAM 549 ROBERTS AVE MARION 43302 OH 1 84.95810169 50100.37
825798 MAY 112 FIELDSTONE WAY WINCHESTER 40391 KY 1 79.95621026 155828.58
825799 RUFFIN 1051 E 53RD ST MERRILLVILLE 46410 IN 1 80 137529.05
825823 JACKSON 12015 E 60TH TERR KANSAS CITY 64133 MO 1 74.96311207 86914.08
825824 HODGES 2124 OAKLAND FARM DR LAWRENCEVILLE 30044 GA 1 73.22351702 90315.3
825836 TACKETT 100 FENTON ST LANSING 48911 MI 1 75 50228.93
825840 MASON 3101 SE 7TH ST BLUE SPRINGS 64014 MO 1 89.96784127 84988.93
825881 BARLOW 2810 HOLLY ST DENVER 80207 CO 1 71.33997778 128323.4
825889 CRUMLEY 1246 ELDERWOOD AVE COLUMBUS 43227 OH 1 85 73899.83
825903 SMITH 14534 LAMPHERE DETROIT 48223 MI 1 75 65976.42
825945 ESTEP 56 2ND ST CLARKSVILLE 45113 OH 1 67.02754118 56973.41
826057 LOVE 24646 LOIS LN DR SOUTHFIELD 48075 MI 1 74.97726471 127422.33
826145 COOK 9888 COUNTY RD 8490 WEST PLAINS 65775 MO 1 89.96306872 75897.38
826147 ECHOLS 18250 STRATHMOOR DETROIT 48235 MI 1 73.64601053 69927.15
826202 JACKSON 110 KING ARTHUR FAYETTEVILLE 30214 GA 1 79.97680165 193487.16
826227 BODISCH 940 PERRY RD JEFFERSON 44047 OH 1 69.76744186 119957.12
826229 HOUCHENS 6108 PHILLIP LN LITHONIA 30058 GA 1 79.95585 79911.37
826230 SWEET 6987 CEDARBROOK DR BLOOMFIELD HILLS 48301 MI 1 79.964532 199821.92
826255 FITZMORRIS 16243 W 157TH TERR OLATHE 66062 KS 1 89.97233333 134917.71
826283 CARTER 20030 BRAILE DETROIT 48219 MI 1 80 74376.22
826285 PANNULLO 9728 NW 1ST MANOR CORAL SPRINGS 33071 FL 1 84.95906707 139265.2
826289 SWANN 4132 JOHN ALDEN CT STONE MOUNTAIN 30083 GA 1 90 162846.66
826296 JOHNSON 14914 E SCOTT PL DENVER 80239 CO 1 90 127759.16
826303 WILKINSON 636 S 1580 W OREM 84058 UT 1 75 113213.01
826312 YANUSHONIS 4754 S XENON WAY MORRISON 80465 CO 1 79.53488372 136721.29
826322 FORTNER 297 PECKS MILL CREEK RD DAHLONEGA 30533 GA 1 66.14023308 87932.71
826439 BRIGGS 6409 BOBCAT TRL ALGER 48658 MI 1 80 47390.53
826454 SHAMMAS 25034 CUNNINGHAM WARREN 48091 MI 1 80 98329.36
826456 PETITE 4270 E 137TH ST CLEVELAND 44105 OH 1 79.96988406 55158.25
I-B-17
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
825452 10.25 7.75 6 Month LIBOR 419.38 8/5/29 Multiple Family Owner occupied 55000 360
825474 9.25 7.5 6 Month LIBOR 1312.17 8/12/29 Multiple Family Not Owner 215000 360
occupied
825484 9.24 6.75 6 Month LIBOR 558.93 8/27/29 Single Family Owner occupied 85000 360
825527 9.45 6.25 6 Month LIBOR 376.74 8/18/29 Single Family Owner occupied 78000 360
825542 10.75 7.5 6 Month LIBOR 672.11 8/23/29 Single Family Owner occupied 90000 360
825552 9.2 6.75 6 Month LIBOR 991.06 9/7/29 Single Family Owner occupied 149000 360
825557 11.44 7.5 6 Month LIBOR 1163.14 8/18/29 Single Family Owner occupied 139000 360
825563 12.99 7.75 6 Month LIBOR 514.02 8/13/29 Single Family Owner occupied 62000 360
825593 12.25 7.25 6 Month LIBOR 1508.97 8/19/29 Single Family Owner occupied 180000 360
825615 9.3 6.5 6 Month LIBOR 1652.6 9/1/29 Single Family Owner occupied 325000 360
825649 9.5 7.5 6 Month LIBOR 1187.71 8/18/29 Single Family Owner occupied 172000 360
825694 9.99 7.5 6 Month LIBOR 617.29 9/7/29 Single Family Owner occupied 90000 360
825716 9.3 8 6 Month LIBOR 532.14 8/19/29 Single Family Not Owner 92000 360
occupied
825720 10.24 7 6 Month LIBOR 684.95 8/30/29 Single Family Owner occupied 85000 360
825732 9 6.75 6 Month LIBOR 1094.29 8/24/29 Single Family Owner occupied 160000 360
825753 7.9 6.2 6 Month LIBOR 290.72 8/30/29 Single Family Owner occupied 105000 360
825755 8.99 7 6 Month LIBOR 513.85 8/30/29 Single Family Owner occupied 85500 360
825759 10.15 6.75 6 Month LIBOR 972.21 8/24/29 Single Family Owner occupied 138000 360
825767 9.9 8 6 Month LIBOR 1174.76 8/12/29 Multiple Family Owner occupied 150000 360
825771 9.69 7.25 6 Month LIBOR 930.82 8/17/29 Single Family Owner occupied 121000 360
825786 10.1 6.75 6 Month LIBOR 575.23 8/17/29 Single Family Owner occupied 82000 360
825789 9.49 7 6 Month LIBOR 421.32 8/20/29 Single Family Owner occupied 59000 360
825798 8.99 7.5 6 Month LIBOR 1254.09 8/16/29 Single Family Owner occupied 195000 360
825799 12.49 7.25 6 Month LIBOR 1467.48 8/24/29 Single Family Owner occupied 172000 360
825823 9.5 7 6 Month LIBOR 731.54 8/23/29 Single Family Owner occupied 116000 360
825824 9.75 7.5 6 Month LIBOR 776.68 8/18/29 Single Family Owner occupied 123500 360
825836 10.25 7 6 Month LIBOR 450.29 9/8/29 Single Family Owner occupied 67000 360
825840 10.99 8 6 Month LIBOR 809.31 8/27/29 Single Family Owner occupied 94500 360
825881 7.9 6.25 6 Month LIBOR 933.94 8/16/29 Single Family Owner occupied 180000 360
825889 11.25 7.5 6 Month LIBOR 718.25 8/19/29 Single Family Owner occupied 87000 360
825903 10.99 7.25 6 Month LIBOR 628.03 9/1/29 Single Family Owner occupied 88000 360
825945 9.75 6.5 6 Month LIBOR 489.72 9/1/29 Single Family Owner occupied 85000 360
826057 11.74 7.25 6 Month LIBOR 1286.02 8/25/29 Single Family Owner occupied 170000 360
826145 10.35 7.75 6 Month LIBOR 686.33 8/24/29 Single Family Owner occupied 84400 360
826147 9.25 7 6 Month LIBOR 575.87 8/24/29 Single Family Owner occupied 95000 360
826202 11.94 7.5 6 Month LIBOR 1982.46 8/26/29 Single Family Owner occupied 242000 360
826227 10.99 6.95 6 Month LIBOR 1141.88 9/17/29 Single Family Owner occupied 172000 360
826229 8.95 7.5 6 Month LIBOR 640.82 8/25/29 Single Family Owner occupied 100000 360
826230 9.99 6.5 6 Month LIBOR 1753.67 8/25/29 Single Family Owner occupied 250000 360
826255 11.8 7.5 6 Month LIBOR 1367.88 8/20/29 Single Family Owner occupied 150000 360
826283 11.5 8 6 Month LIBOR 736.78 9/3/29 Single Family Not Owner 93000 360
occupied
826285 9.6 6.75 6 Month LIBOR 1182.33 8/30/29 Single Family Owner occupied 164000 360
826289 11.39 8.25 6 Month LIBOR 1599.53 9/10/29 Single Family Owner occupied 189000 360
826296 11.5 6.25 6 Month LIBOR 1265.59 9/15/29 Single Family Owner occupied 142000 360
826303 11.4 7.25 6 Month LIBOR 1112.87 9/8/29 Single Family Owner occupied 151000 360
826312 8.75 6.75 6 Month LIBOR 1076.21 9/7/29 Single Family Owner occupied 172000 360
826322 10.7 6.5 6 Month LIBOR 818.16 8/18/29 Single Family Owner occupied 133000 360
826439 9.24 7.25 6 Month LIBOR 389.93 8/30/29 Single Family Owner occupied 59300 360
826454 10.99 7.5 6 Month LIBOR 936.34 8/25/29 Single Family Owner occupied 123000 360
826456 10.75 6.5 6 Month LIBOR 515.28 8/30/29 Single Family Owner occupied 70000 360
I-B-17
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
826519 QUINTANA\VILLAL 408 21ST ST GREELEY 80631 CO 1 85 101936.93
826550 LEMIEUX 32 W DIAMOND ST 950 N LAYTON 84041 UT 1 78 87304.26
826577 WEBB 620 OLD MILL RD ERIE 16505 PA 1 89.95563636 247255.04
826584 SUTHERLAND 1033 LALOND WATERFORD 48327 MI 1 56.26666667 84320.92
826589 THOMAS 819 NW 2ND AVE FORT LAUDERDALE 33311 FL 1 74.9749589 109426.53
826676 FISCHER 442 HARBOUR VIEW DR KILL DEVIL HILLS 27948 NC 1 75 105707.88
826680 EBLAHAD 613 W KALAMA AVE MADISON HEIGHTS 48071 MI 1 90 102558.34
826752 PIERCE 4760 LANDER RD CHAGRIN FALLS 44022 OH 1 89.97117722 142154.46
826808 HOLLAND 27 LIBERTY RIDGE AVE POWELL 43065 OH 1 85 242134.56
826851 WOHNHAS 13630 COOPERRIDER RD S E GLENFORD 43739 OH 1 84.968272 106170.33
826865 MONCRIEF 84 RIVERSIDE DR WHITESBURG 41858 KY 1 71.85185185 96956.91
826996 BUDDE 7630 SIMMMS ST ARVADA 80005 CO 1 55.2 137918.94
826999 DEZELL 10 BECKWITH PL LONGMONT 80501 CO 1 80 120303.88
827003 WEBB 18976 E 22ND PL AURORA 80011 CO 1 90 107018.99
827030 DILLOW 4509 FENTON RD COLORADO SPRINGS 80916 CO 1 79.6 99500
827041 PARKER 11683 HIGHWAY 961 CLINTON 70722 LA 1 75.80816026 118297.04
827044 MCCRAY 18644 SANTA ROSA DETROIT 48221 MI 1 73.0964467 71953.62
827122 BULLOCK 4535 CRAIGWOOD DR CHARLOTTE 28215 NC 1 76.00284298 91926.56
827185 TORREZ 221 S LAKE PLEASANT RD APOPKA 32703 FL 1 89.96377537 66456.22
827226 QUINTON 68 BROOKVALE TERR ROSSVILLE 30741 GA 1 85 76472.55
827275 BAZZI 5459 MAPLE DEARBORN 48126 MI 1 60 93564.38
827287 MOLLENKAMP 28714 BAYBERRY CT LIVONIA 48154 MI 1 90 188914.95
827292 RABURN 5424 4TH SREET CT E BRADENTON 34203 FL 1 95 83526.51
827345 EZZELL 2236 DAHLIA ST DENVER 80207 CO 1 75 246563.18
827348 THOMAS 18214 PARKSIDE DETROIT 48221 MI 1 90 197902.4
827386 GRESSMEN 242 CONSTITUTION WAY NORTH SALT LAKE 84054 UT 1 80 186284.17
827501 TURNER 841 SWEETBRIAR NEW WHITELAND 46184 IN 1 90 87264.86
827642 HALL ROUTE 4 BOX 246B MOUNT VERNON 40456 KY 1 84.9657931 73890.21
827736 SCOTT 252 S 200 E MIDWAY 84049 UT 1 89.94928261 206765.83
827737 PARKER 3973 NW 81ST TERR CORAL SPRINGS 33065 FL 1 85 101920.31
827769 CORYELL 114 MODOCK PL MANITOU SPRINGS 80829 CO 1 85 118111.41
827894 THORNTON 32 MACCONNACHY SQ BALTIMORE 21207 MD 1 90 89874.19
827957 FOWLER 330 S MICHIGAN AVE MONTGOMERY 49255 MI 1 85 45030.03
828018 JOHNSON 3893 WOOD TRL DR MASON 45040 OH 1 80 125541.4
828019 GREENWELL 184 W GREENDALE DETROIT 48203 MI 1 85 46731.42
828119 BOWERMAN 15596 W 72ND AVE ARVADA 80007 CO 1 80 307809.54
828162 ALIBEG 2381 WESTFORD DR MARYLAND HEIGHTS 63043 MO 1 90 91592.23
828318 DANDRIDGE 3113 PERRYSVILLE AVE PITTSBURGH 15214 PA 1 90 80964.1
828451 SANDERS 212 E DAYTON SOUTH BEND 46613 IN 1 75 49487.3
828490 RAINWATER 11120 VOLLMER RD COLORADO SPRINGS 80908 CO 1 85 420527.26
828515 RANDALL 1100 MT VERNON BLVD CLEVELAND 44118 OH 1 75 97465.99
828519 MARTINEZ 3904 S HAZEL CT ENGLEWOOD 80110 CO 1 79.98969697 131927.42
828557 ROLL 2526 WILDCAT RD SAINT JOHNS 48879 MI 1 84.61538462 109962.86
828571 LARSEN 5742 HARRISON GARDEN CITY 48135 MI 1 75 80953.4
829231 VIGIL 306 48TH AVE GREELEY 80634 CO 1 90 178123.66
829376 MEEKS 3795 HERITAGE PARKWAY 33 DEARBORN 48124 MI 1 90 85460.45
880295 MONTOYA 7351 SOUTH WHIPPLE AVENUE CHICAGO 60629 IL 1 76.14567901 61655.75
880302 SMITH 316 W 104TH PLACE CHICAGO 60628- IL 1 88.74364179 59458.24
901220 GRAVES 1730 XENIA STREET DENVER 80220 CO 1 73.9265119 61995.72
901224 BRANDT 2707 W 70TH STREET DAVENPORT 52806 IA 1 86.05121875 27375.68
901421 CRISEL JR. 1371 GREENDALE AVENUE MEMPHIS 38127 TN 1 89.45519672 54522.6
901569 MORRIS 44 BAY COVE DR STOCKBRIDGE 30281- GA 1 87.68285859 86773.39
I-B-18
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Ter
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
826519 8.4 6.75 6 Month LIBOR 777.07 9/7/29 Single Family Owner occupied 120000 360
826550 11.53 7.5 6 Month LIBOR 867.12 8/27/29 Single Family Owner occupied 112000 360
826577 9.49 7.25 6 Month LIBOR 2079.31 8/30/29 Single Family Owner occupied 275000 360
826584 9.75 6.25 6 Month LIBOR 725.13 8/27/29 Single Family Owner occupied 150000 360
826589 11.3 7.75 6 Month LIBOR 1067.69 8/24/29 Multiple Family Not Owner 146000 360
occupied
826676 10.49 9.5 6 Month LIBOR 966.55 9/1/29 Single Family Owner occupied 141000 360
826680 10.4 8 6 Month LIBOR 930.86 9/22/29 Single Family Owner occupied 114000 360
826752 11.49 7.5 6 Month LIBOR 1407.11 9/1/29 Single Family Owner occupied 158000 360
826808 9.65 7.75 6 Month LIBOR 2063.53 9/3/29 Single Family Owner occupied 285000 360
826851 10.79 7.5 6 Month LIBOR 995.02 8/30/29 Single Family Owner occupied 125000 360
826865 9.98 7 6 Month LIBOR 849.81 9/10/29 Single Family Owner occupied 135000 360
826996 8.65 6.75 6 Month LIBOR 1075.81 9/8/29 Single Family Owner occupied 250000 360
826999 10.5 7.5 6 Month LIBOR 1101.35 8/30/29 Single Family Owner occupied 151000 360
827003 10.75 7.25 6 Month LIBOR 999.76 8/24/29 Single Family Owner occupied 119000 360
827030 7.55 6.75 6 Month LIBOR 699.13 10/1/29 Single Family Owner occupied 125000 360
827041 10.1 7.5 6 Month LIBOR 1047.8 8/30/29 Single Family Owner occupied 156000 360
827044 8.2 6.25 6 Month LIBOR 538.38 9/3/29 Single Family Owner occupied 98500 360
827122 10.5 7.5 6 Month LIBOR 841.56 8/30/29 Single Family Owner occupied 121000 360
827185 10.44 7.25 6 Month LIBOR 605.41 8/26/29 Single Family Owner occupied 74000 360
827226 10.97 7.5 6 Month LIBOR 726.79 9/20/29 Single Family Owner occupied 90000 360
827275 10.7 6.75 6 Month LIBOR 870.22 9/1/29 Multiple Family Owner occupied 156000 360
827287 9.92 7.25 6 Month LIBOR 1647.45 9/21/29 Single Family Owner occupied 210000 360
827292 10.05 8.25 6 Month LIBOR 736.74 8/27/29 Single Family Owner occupied 88000 360
827345 7.4 6.25 6 Month LIBOR 1708.45 9/8/29 Single Family Owner occupied 329000 360
827348 9.49 7.25 6 Month LIBOR 1663.45 9/9/29 Single Family Owner occupied 220000 360
827386 11.65 7.5 6 Month LIBOR 1867.27 8/30/29 Single Family Owner occupied 233000 360
827501 10.44 7.25 6 Month LIBOR 794.65 9/8/29 Single Family Owner occupied 97000 360
827642 10.44 7 6 Month LIBOR 673.13 8/30/29 Single Family Owner occupied 95000 360
827736 8.85 7 6 Month LIBOR 1643.28 8/30/29 Single Family Owner occupied 230000 360
827737 10.6 6.5 6 Month LIBOR 940.67 8/30/29 Single Family Owner occupied 120000 360
827769 11.4 8 6 Month LIBOR 1161.02 9/20/29 Single Family Owner occupied 139000 360
827894 10.49 7.5 6 Month LIBOR 821.77 9/9/29 Single Family Owner occupied 101000 360
827957 9.99 7.5 6 Month LIBOR 395.01 9/13/29 Single Family Owner occupied 53000 360
828018 9.75 7.5 6 Month LIBOR 1079.1 9/17/29 Single Family Owner occupied 157000 360
828019 10.5 7.25 6 Month LIBOR 427.64 9/8/29 Single Family Owner occupied 55000 360
828119 8.4 6.25 6 Month LIBOR 2346.46 9/8/29 Single Family Owner occupied 385000 360
828162 11.74 7.5 6 Month LIBOR 924.12 9/20/29 Single Family Owner occupied 102000 360
828318 9.99 7 6 Month LIBOR 710.23 9/20/29 Single Family Owner occupied 90000 360
828451 12.49 7.25 6 Month LIBOR 527.91 9/13/29 Single Family Owner occupied 67000 360
828490 9.15 6.75 6 Month LIBOR 3430.96 9/15/29 Single Family Owner occupied 495000 360
828515 11.1 7.5 6 Month LIBOR 935.89 9/20/29 Single Family Owner occupied 130000 360
828519 10.23 7.5 6 Month LIBOR 1180.74 9/15/29 Single Family Owner occupied 165000 360
828557 11.25 8.5 6 Month LIBOR 1068.39 9/15/29 Single Family Owner occupied 130000 360
828571 8.75 6.25 6 Month LIBOR 637.23 9/20/29 Single Family Owner occupied 108000 360
829231 10.15 8 6 Month LIBOR 1583.62 9/22/29 Single Family Owner occupied 198000 360
829376 9.79 7.5 6 Month LIBOR 737.09 9/21/29 Single Family Owner occupied 95000 360
880295 12.125 6.5 6 Month LIBOR 645.45 8/1/27 Single Family Owner occupied 81000 360
880302 10.75 4.9 6 Month LIBOR 562.89 7/1/27 Single Family Owner occupied 67000 360
901220 7.65 5.375 6 Month LIBOR 446.99 3/24/28 Single Family Owner occupied 84000 360
901224 10 7.75 6 Month LIBOR 309.49 3/19/13 Single Family Owner occupied 32000 180
901421 11.05 8.15 6 Month LIBOR 524.91 4/15/28 Single Family Owner occupied 62000 360
901569 11.5 8.65 6 Month LIBOR 864.53 6/1/28 Single Family Owner occupied 99000 360
I-B-18
<PAGE>
<CAPTION>
(table continued)
Loan Borr Name Address City Zip State Lien LTV Curr Bal
No Code Posi-
tion
<C> <C> <C> <C> <C> <C> <C> <C> <C>
901684 BRADLEY 1138 COUNTRY RD 65 EVERGREEN 80439 CO 1 79.4293972 339759.72
901732 ACTOR 12276 DEERFIELD WAY BROOMFIELD 80020 CO 1 79.20724667 118631.84
901871 JOHNSON 2518 JERSEY RIDGE RD DAVENPORT 52803- IA 1 85.83136709 67806.78
902133 NETTLETON 3450 E WESLEY AVE DENVER 80210- CO 1 89.48569143 469799.88
902163 SCHWERTFEGER 6900 OLDE GATEHOUSE RD TINLEY PARK 60477 IL 1 89.78339051 156990.97
902172 PIERRE 9769 WESTBURY WAY LITTLETON 80237 CO 1 79.125568 197697.28
902228 STRODEL 3817 SELWYN AVE CHARLOTTE 28209 NC 1 89.64716746 187285.16
902257 SINDT 1786 ZACHARY AVE MUSCATINE 52761 IA 1 89.19967097 138199.35
902260 MIXON 6624 KARI CT COLORADO SPRINGS 80915 CO 1 88.82551333 133115.7
902272 RODRIGUEZ 808 LINCOLN MT PROSPECT 60056 IL 1 89.71543643 225012.94
902273 BELLAMY 13928 BROWNFIELD TRL CHARLOTTE 28273- NC 1 89.68110481 105200.42
902276 MAUREAUX 8956 WAGNER LN WESTMINSTER 80030 CO 1 89.45824828 129649
902278 LOGAN 1473 S YAMPA CT AURORA 80017 CO 1 79.79478824 135592.89
913846 SPEIGHTS 3052 PARC LORRAINE CIRCLE LITHONIA 30038 GA 1 89.46468293 36661.26
914967 PATTERSON 6467 BELMONT COVE BARTLETT 38135 TN 1 89.60097419 138817.4
915031 STONE 20641 NW 37TH CT OPA LOCKA 33055 FL 1 84.63571579 80370.75
915214 TURNER \ 3201 URSULA ST AURORA 80011 CO 1 79.67685327 93939.01
915222 CABANAS 4550 SW149TH COURT MIAMI 33185 FL 1 79.58633143 139192.63
915227 MASSEY 463 MILHAVEN RD ROCK HILL 29730 SC 1 89.58095385 58199.2
915833 YOUST 110 WESTWOOD PLACE CLAYTON 27520 NC 1 82.66391159 99073.5
915938 MULLEN 234 HOLLY GROVE COVINGTON 38019 TN 1 79.71736905 66927.59
916443 PETTIT 1150 C AVENUE GREENCASTLE 46135 IN 1 79.79434884 68592.78
916493 CARSON LOT B OAK STREET SPARTANBURG 29307 SC 1 79.64591667 47767.19
917052 COMBS 639 DEWEY AVE ELYRIA 44035 OH 1 78.5097625 62779.41
917357 SEAMANS 1561 SOUTHERN AVENUE MEMPHIS 38114 TN 1 79.80494118 40683.43
917772 ARBUCKLE 2856 W. WARREN AVE. DENVER 802195514 CO 1 77.11719048 64740.55
918442 SUGGS 5030 COTTAGE LN MEMPHIS 38125 TN 1 88.48668693 145440.01
918602 PULLMAN 4140 GIBRALTER STREET DENVER 80249 CO 1 89.85189941 134290
I-B-19
<PAGE>
<CAPTION>
(table continued)
Loan APR Margin Index Name Curr Pmt Maturity Dt Property Type Occ Status Appr Orig
No Val Term
901684 9.2 6.8 1 Year Treasury 2804.44 8/1/28 Single Family Owner occupied 428000 360
901732 7.95 4.75 6 Month LIBOR 876.34 6/15/28 Single Family Owner occupied 150000 360
901871 11.25 8.85 6 Month LIBOR 661.91 8/11/28 Single Family Owner occupied 79000 360
902133 10.3 9.15 6 Month LIBOR 4251.65 10/1/28 SINGLE FAMILY Owner occupied 525000 360
902163 12.99 8.9 6 Month LIBOR 1740.04 11/1/28 Single Family Owner occupied 175000 360
902172 9.45 8 6 Month LIBOR 1674.42 10/1/28 Single Family Owner occupied 250000 360
902228 10.75 9 6 Month LIBOR 1755.88 11/1/28 Single Family Owner occupied 209000 360
902257 11.1 8.15 6 Month LIBOR 1339.04 11/6/28 Single Family Owner occupied 156000 360
902260 10.3 9 1 Year Treasury 1204.65 10/24/28 Single Family Owner occupied 150000 360
902272 11.24 7.75 6 Month LIBOR 2191.49 12/1/28 Single Family Owner occupied 250900 360
902273 11.75 8.5 6 Month LIBOR 1064.93 12/1/28 Single Family Owner occupied 118175 360
902276 9.9 9.5 6 Month LIBOR 1135.6 12/1/28 Single Family Owner occupied 148000 360
902278 10.4 9.5 6 Month LIBOR 1233.89 3/1/29 Single Family Not Owner 170000 360
occupied
913846 9.675 5.875 6 Month LIBOR 315 9/1/28 Condominium Owner occupied 41000 360
914967 10.19 8 6 Month LIBOR 1243.45 12/1/28 Single Family Owner occupied 155000 360
915031 10.8 7.2 6 Month LIBOR 756.82 10/1/28 Single Family Owner occupied 95000 360
915214 9.15 7.75 6 Month LIBOR 769.12 3/1/29 Single Family Owner occupied 120000 360
915222 8.9 5.7 6 Month LIBOR 1116.41 12/1/28 Single Family Owner occupied 205000 360
915227 9.95 6.85 6 Month LIBOR 511.22 11/1/28 Single Family Owner occupied 65000 360
915833 10.8 8.425 1 Year Treasury 932.56 11/1/28 Single Family Owner occupied 122000 360
915938 9.49 7.5 6 Month LIBOR 564.56 2/1/29 Single Family Owner occupied 86000 360
916443 10.25 8 6 Month LIBOR 616.52 3/1/29 Single Family Owner occupied 86000 360
916493 10.65 7.025 6 Month LIBOR 444.47 10/6/28 Manufactured Owner occupied 66000 360
917052 10.19 8.7 6 Month LIBOR 561.74 2/1/29 Single Family Owner occupied 80000 360
917357 10.5 9 6 Month LIBOR 373.22 3/1/29 Single Family Not Owner 51000 360
occupied
917772 8.9 7.5 6 Month LIBOR 518.33 3/1/29 Single Family Owner occupied 84000 360
918442 10.5 8.75 6 Month LIBOR 1333.69 4/1/29 Single Family Owner occupied 164500 360
918602 10.4 8.5 6 Month LIBOR 1220.9 5/1/29 Single Family Owner occupied 149520 360
I-B-19
</TABLE>
<PAGE>
EXHIBIT A
FORM OF CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A CLASS
OF "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" ("REMIC")
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTION 860G AND 860D OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), ASSUMING COMPLIANCE WITH
THE REMIC PROVISIONS OF THE CODE.
BLOCK MORTGAGE FINANCE
ASSET BACKED CERTIFICATES, SERIES 1999-2
CLASS A-[ ]
( % Pass-Through Rate)
Representing Certain Interests in a Pool of [Fixed] [Adjustable]
Rate Group
Mortgage Loans Formed by Block Mortgage Finance, Inc.
and Serviced by
BLOCK FINANCIAL CORPORATION
This Certificate does not represent an interest in, or an obligation of,
nor are the underlying Mortgage Loans insured or guaranteed by, Block Mortgage
Finance, Inc., Block Financial Corporation or Companion Mortgage Corporation,
Bank One, National Association or any of their affiliates. This Certificate
represents a fractional ownership interest in the [Fixed] [Adjustable] Rate
Group Mortgage Loans and certain other property held by the Trust.
Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Depositor 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.
No: A-[ ]-[ ] CUSIP
$ -------------------- --------------------
Original Certificate Date Final Scheduled
Principal Balance Distribution Date
CEDE & Co.
Registered Owner
A-1
<PAGE>
Trustee Execution
BANK ONE, NATIONAL ASSOCIATION, not
personally but solely as Trustee for Block
Mortgage Finance Asset Backed Certificates,
Series 1999-2
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
Date of Execution
--------------------------
Trustee Authentication
BANK ONE, NATIONAL ASSOCIATION,
not personally but solely as Trustee for Block
Mortgage Finance Asset Backed Certificates,
Series 1999-2
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
Date of Authentication
--------------------------
A-2
<PAGE>
The registered Owner named above is the registered beneficial Owner of a
fractional interest in (a) the Mortgage Loans in the [Fixed] [Adjustable] Rate
Group (other than any principal and interest payments received or, with respect
to an Actuarial Loan, due thereon on or prior to the Cut-Off Date) listed in
Schedule I-[A][B] to the Pooling and Servicing Agreement which the Seller has
caused to be delivered to the Depositor and the Depositor has caused to be
delivered to the Trustee (and all substitutions therefor as provided by Sections
3.03, 3.04 and 3.06 of the Pooling and Servicing Agreement), together with the
related Mortgage Loan documents and the Seller's and Depositor's interest in any
Mortgaged Property which secured a Mortgage Loan in the [Fixed] [Adjustable]
Rate Group but which has been acquired by foreclosure or deed in lieu of
foreclosure, and all payments thereon and proceeds of the conversion, voluntary
or involuntary, of the foregoing; (b) such amounts as may be held by the Trustee
in the Distribution Account, exclusive of investment earnings on such amounts
(except as otherwise provided in the Pooling and Servicing Agreement), and such
amounts as may be held by the Master Servicer in the name of the Trustee in the
Collection Account, if any, exclusive of investment earnings thereon (except as
otherwise provided in the Pooling and Servicing Agreement), whether in the form
of cash, instruments, securities or other properties (including any Permitted
Investments held by the Master Servicer); (c) the Group [1] [2] Certificate
Insurance Policy; and (d) proceeds of all the foregoing (including, but not by
way of limitation, all proceeds of any mortgage insurance, hazard insurance and
title insurance policy relating to the Mortgage Loans in the [Fixed]
[Adjustable] Rate Group, cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, rights to payment
of any and every kind, and other forms of obligations and receivables which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing) to pay the Certificates as specified in the Pooling and Servicing
Agreement.
THE OWNER HEREOF IS ENTITLED TO PRINCIPAL PAYMENTS ON EACH DISTRIBUTION
DATE, AS HEREINAFTER DESCRIBED, WHICH WILL FULLY AMORTIZE SUCH ORIGINAL
CERTIFICATE PRINCIPAL BALANCE OVER THE PERIOD FROM THE DATE OF INITIAL ISSUANCE
OF THE CERTIFICATES TO THE FINAL DISTRIBUTION DATE FOR THE CLASS A-[ ]
CERTIFICATES. THEREFORE, THE ACTUAL OUTSTANDING PRINCIPAL AMOUNT OF THIS
CERTIFICATE MAY, ON ANY DATE SUBSEQUENT TO NOVEMBER 26, 1999 (THE FIRST
DISTRIBUTION DATE), BE LESS THAN THE ORIGINAL CERTIFICATE PRINCIPAL BALANCE SET
FORTH ABOVE.
Upon receiving the final distribution hereon, the Owner hereof is required
to send this Certificate to the Trustee. The Pooling and Servicing Agreement (as
defined below) provides that, in any event, upon the making of the final
distribution due on this Certificate, this Certificate shall be deemed cancelled
for all purposes under the Pooling and Servicing Agreement.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
A-3
<PAGE>
THIS CERTIFICATE IS A PASS-THROUGH CERTIFICATE ONLY AND, NOTWITHSTANDING
REFERENCES HEREIN TO PRINCIPAL AND INTEREST, NO DEBT OF ANY PERSON IS
REPRESENTED HEREBY.
This Certificate is one of a Class of duly-authorized Certificates
designated as Block Mortgage Finance Asset Backed Certificates, Series 1999-2,
Class A-[ ] (the "Class A-[ ] Certificates") and issued under and subject to the
terms, provisions and conditions of that certain Pooling and Servicing Agreement
dated as of October 1, 1999 (the "Pooling and Servicing Agreement") by and among
Block Mortgage Finance, Inc., in its capacity as the Depositor (the
"Depositor"), Companion Mortgage Corporation, in its capacity as the Seller (the
"Seller"), Block Financial Corporation, in its capacity as the Master Servicer
(the "Master Servicer"), and Bank One, National Association, in its capacity as
the Trustee (the "Trustee"), to which Pooling and Servicing Agreement the Owner
of this Certificate by virtue of acceptance hereof assents and by which such
Owner is bound. Also issued under the Pooling and Servicing Agreement are
Certificates designated as Block Mortgage Finance Asset Backed Certificates,
Series 1999-2, Class A-[ ] (the "Class A-[ ] Certificates"), Class A-[ ] (the
"Class A-[ ] Certificates"), Class A-[ ] (the "Class A-[ ] Certificates"), Class
A-[ ] (the "Class A-[ ] Certificates"), Class A-[ ] (the "Class A-[ ]
Certificates") and Class R (Residual Interest) (the "Class R Certificates"). The
Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class A-4 Certificates, the Class A-5 Certificates and the Class A-6
Certificates are together referred to as the "Class A Certificates" and the
Class A Certificates and the Class R Certificates are together referred to
herein as the "Certificates." Terms capitalized herein and not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if such day is not a Business Day, then
the next succeeding Business Day (each such day being a "Distribution Date")
commencing November 26, 1999, the Owners of the Class A-[ ] Certificates as of
the close of business on the [last day of the calendar month immediately
preceding the calendar month in which a Distribution Date occurs] [day
immediately preceding such Distribution Date] (the "Record Date") will be
entitled to receive the Class A-[ ] Distribution Amount relating to such
Certificate on such Distribution Date. Distributions will be made in immediately
available funds to Owners of Certificates having an aggregate original Class A-[
] Certificate Principal Balance of at least $1,000,000 (by wire transfer or
otherwise) to the account of an Owner at a domestic bank or other entity having
appropriate facilities therefor, if such Owner has so notified the Trustee, or
by check mailed to the address of the Person entitled thereto as it appears on
the Register.
Each Owner of record of a Class A-[ ] Certificate will be entitled to
receive such Owner's Percentage Interest in the amounts due on such Distribution
Date to the Owners of the Class A-[ ] Certificates. The Percentage Interest of
each Class A-[ ] Certificate as of any date of determination will be equal to
the percentage obtained by dividing the original Certificate Principal Balance
of such Class A-[ ] Certificate on the Startup Day by the aggregate Class A-[ ]
Certificate Principal Balance on the Startup Day.
The Certificate Insurer is required, subject to the terms of the
Certificate Insurance Policies, to make Insured Payments available to the
Trustee on the related Distribution Date for distribution to the Owners.
"Insured Payment" means with respect to either Mortgage Loan Group and any
A-4
<PAGE>
Distribution Date, without duplication, (A) the excess, if any, of (i) the sum
of (a) the aggregate amount of interest accrued at the related Pass-Through Rate
during the preceding Accrual Period on the Class A Certificate Principal Balance
of the related Class A Certificates (net of any Prepayment Interest Shortfall
and the interest portion of reductions due to the Relief Act), (b) the
Preference Amount as it relates to interest previously paid on each Class of the
related Class A Certificates prior to the Distribution Date, (c) the portion of
the Carry Forward Amount related to interest with respect to each Class of the
related Class A Certificates (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) and (d) the then existing
Subordination Deficit for the Related Loan Group, if any, over (ii) Total
Available Funds (net of the Insurance Premium Amount for the Related Loan Group)
after taking into account any Principal Distribution Amount to be actually
distributed on such Distribution Date and the cross-collateralization provisions
of the Trust plus (B) an amount equal to the principal portion of the Preference
Amount with respect to the Related Loan Group.
Upon receipt of amounts under the Certificate Insurance Policies on behalf
of the Owners of the Class A Certificates, the Trustee shall distribute in
accordance with the Pooling and Servicing Agreement such amounts (directly or
through a Paying Agent) to the Owners of the appropriate Class of the Class A
Certificates.
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a distribution to any Owner shall be considered as
having been paid by the Trustee to such Owner for all purposes of the Pooling
and Servicing Agreement.
The Mortgage Loans will be serviced by the Master Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Master Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Master Servicer from any of its obligations under the Pooling and Servicing
Agreement.
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Mortgage Loans insured or guaranteed by,
Block Mortgage Finance, Inc., Block Financial Corporation, Companion Mortgage
Corporation, Bank One, National Association or any of their affiliates. This
Certificate is limited in right of payment to certain collections and recoveries
relating to the Mortgage Loans and amounts on deposit in the Distribution
Account and the Collection Account (except as otherwise provided in the Pooling
and Servicing Agreement) and payments received by the Trustee pursuant to the
Group [1] [2] Certificate Insurance Policy, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.
A-3
<PAGE>
Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the Owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such Owner. The Owner of this Certificate, by
its acceptance hereof, agrees, however, that to the extent the Certificate
Insurer makes Insured Payments, either directly or indirectly (as by paying
through the Trustee or Paying Agent), to the Owners of such Class A-[ ]
Certificates, the Certificate Insurer will be subrogated to the rights of such
Owners of Class A-[ ] Certificates with respect to such Insured Payment, shall
be deemed to the extent of the payments so made to be a registered Owner of such
Class A-[ ] Certificates and shall receive all future distributions of the Class
A-[ ] Distribution Amount until all such Insured Payments by the Certificate
Insurer have been fully reimbursed.
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates from
amounts other than those available under the Certificate Insurance Policies of
all amounts held by the Trustee and required to be paid to such Owners pursuant
to the Pooling and Servicing Agreement upon the latest to occur of (a) the final
payment or other liquidation (or any advance made with respect thereto) of the
last Mortgage Loan in the Trust Estate, (b) the disposition of all property
acquired in respect of any Mortgage Loan remaining in the Trust Estate, (c) at
any time when a Qualified Liquidation of the Trust Estate is effected as
described below, and (d) the final payment to the Certificate Insurer of all
amounts then owing to it. To effect a termination of the Pooling and Servicing
Agreement pursuant to clause (c) above, the Owners of a majority in Percentage
Interest represented by the Class A Certificates then Outstanding shall direct
the Trustee on behalf of the Trust to adopt a plan of complete liquidation, as
contemplated by Section 860F(a)(4) of the Code, and the Trustee shall either
sell the Mortgage Loans and distribute the proceeds of the liquidation of the
Trust, or shall distribute equitably in kind all of the assets of the Trust
Estate to the remaining Owners of the Certificates, each in accordance with such
plan, so that the liquidation or distribution of the Trust Estate, the
distribution of any proceeds of the liquidation and the termination of the
Pooling and Servicing Agreement occur no later than the close of the 90th day
after the date of adoption of the plan of liquidation and such liquidation
qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides that (i) certain
Owners of the Class R Certificates and the Master Servicer may, at their option,
purchase, and the Trustee may sell at auction, from the Trust all remaining
Mortgage Loans and other property then constituting the Trust Estate, and
thereby effect early retirement of the Certificates, on any Monthly Remittance
Date on or after the Optional Termination Date and (ii) under certain
circumstances relating to the qualification of the Trust Estate as a REMIC under
the Code the Mortgage Loans may be sold, thereby effecting the early retirement
of the Certificates.
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.
The Certificate Insurer or the Owners of the majority of the Percentage
Interests represented by the Class A Certificates with the prior written consent
of the Certificate Insurer have the right to exercise any trust or power set
forth in Section 6.11 of the Pooling and Servicing Agreement.
A-6
<PAGE>
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with certain exceptions as
therein provided, the amendment thereof and the modifications of rights and
obligations of the parties provided therein by the Depositor, the Trustee, the
Seller and the Master Servicer at any time and from time to time, with the prior
written approval of the Certificate Insurer and without the consent of the
Owners; provided, that in certain circumstances provided for in the Pooling and
Servicing Agreement, such consent of the Owners will be required prior to
amendments. Any such consent by the Owner, at the time of the giving thereof, of
this Certificate shall be conclusive and binding upon such Owner and upon all
future Owners of the Certificate and of any Certificate issued upon the
registration of Transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Certificate.
The Trustee is required to furnish certain information on each Distribution
Date to the Owner of this certificate as more fully described in the Pooling and
Servicing Agreement.
The Class A-[ ] Certificates are issuable only as registered Certificates
in minimum denominations of $25,000 original Certificate Principal Balance and
multiples of $1,000 in excess thereof (except that one Class A-[__] Certificate
may be issued in an amount less than $25,000 or in an integral multiple other
than $1,000). As provided in the Pooling and Servicing Agreement and subject to
certain limitations therein set forth, Class A-[ ] Certificates are exchangeable
for new Class A-[ ] Certificates of authorized denominations evidencing the same
aggregate principal amount.
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee or any such agent shall be affected by notice to the contrary,
except as may otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
A-7
<PAGE>
EXHIBIT B
[RESERVED]
B-1
<PAGE>
EXHIBIT C
FORM OF CLASS R CERTIFICATE
SOLELY FOR FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS AN
INTEREST IN ONE CLASS OF "RESIDUAL INTERESTS" IN ONE "REAL ESTATE MORTGAGE
INVESTMENT CONDUIT" (A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN
SECTION 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
"CODE"), ASSUMING COMPLIANCE WITH THE REMIC PROVISIONS OF THE CODE.
THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS OF ANY STATE. ANY
RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT SUCH REGISTRATION OR
QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE PROVISIONS OF SECTION
5.08 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
TRANSFER OF THIS CLASS R CERTIFICATE IS RESTRICTED AS SET FORTH IN THE
POOLING AND SERVICING AGREEMENT. NO TRANSFER OF THIS CLASS R CERTIFICATE MAY BE
MADE TO A "DISQUALIFIED ORGANIZATION" AS DEFINED IN SECTION 860E(e)(5) OF THE
CODE. SUCH TERM INCLUDES THE UNITED STATES, ANY STATE OR POLITICAL SUBDIVISION
THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, ANY AGENCY OR
INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN CERTAIN TAXABLE
INSTRUMENTALITIES), ANY COOPERATIVE ORGANIZATION FURNISHING ELECTRIC ENERGY OR
PROVIDING TELEPHONE SERVICE TO PERSONS IN RURAL AREAS, OR ANY ORGANIZATION
(OTHER THAN A FARMERS' COOPERATIVE) THAT IS EXEMPT FROM FEDERAL INCOME TAX
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX ON UNRELATED BUSINESS INCOME. NO
TRANSFER OF THIS CLASS R CERTIFICATE WILL BE REGISTERED BY THE REGISTRAR UNLESS
THE PROPOSED TRANSFEREE HAS DELIVERED AN AFFIDAVIT AFFIRMING, AMONG OTHER
THINGS, THAT THE PROPOSED TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND IS
NOT ACQUIRING THE CLASS R CERTIFICATE FOR THE ACCOUNT OF A DISQUALIFIED
ORGANIZATION. A COPY OF THE FORM OF AFFIDAVIT REQUIRED OF EACH PROPOSED
TRANSFEREE IS ON FILE AND AVAILABLE FROM THE TRUSTEE.
A TRANSFER IN VIOLATION OF THE APPLICABLE RESTRICTIONS MAY GIVE RISE TO A
SUBSTANTIAL TAX UPON THE TRANSFEROR OR, IN CERTAIN CASES, UPON AN AGENT ACTING
FOR THE TRANSFEREE. A PASS-THROUGH ENTITY THAT HOLDS THIS CLASS R CERTIFICATE
AND THAT HAS A DISQUALIFIED ORGANIZATION AS A RECORD OWNER IN ANY TAXABLE YEAR
GENERALLY WILL BE SUBJECT TO A TAX FOR EACH SUCH YEAR EQUAL TO THE
C-1
<PAGE>
PRODUCT OF (A) THE AMOUNT OF EXCESS INCLUSIONS WITH RESPECT TO THE PORTION OF
THIS CERTIFICATE OWNED THROUGH SUCH PASS-THROUGH ENTITY BY SUCH DISQUALIFIED
ORGANIZATION, AND (B) THE HIGHEST MARGINAL FEDERAL TAX RATE ON CORPORATIONS. FOR
PURPOSES OF THE PRECEDING SENTENCE, THE TERM "PASS-THROUGH" ENTITY INCLUDES
REGULATED INVESTMENT COMPANIES, REAL ESTATE INVESTMENT TRUSTS, COMMON TRUST
FUNDS, PARTNERSHIPS, TRUSTS, ESTATES, COOPERATIVES TO WHICH PART I OF SUBCHAPTER
1T OF THE CODE APPLIES AND, EXCEPT AS PROVIDED IN REGULATIONS, NOMINEES.
NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR
GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE GOVERNMENT NATIONAL
MORTGAGE ASSOCIATION OR ANY OTHER GOVERNMENTAL AGENCY.
BLOCK MORTGAGE FINANCE
ASSET BACKED CERTIFICATES, SERIES 1999-2
CLASS R
(Residual Interest)
Representing Certain Interests Relating to a Pool of
Mortgage Loans formed by Block Mortgage Finance, Inc.
and Serviced by
BLOCK FINANCIAL CORPORATION
(This Certificate does not represent an interest in, or an obligation of,
nor are the underlying Mortgage Loans insured or guaranteed by, Block Mortgage
Finance, Inc., Block Financial Corporation or Companion Mortgage Corporation,
Bank One, National Association or any of their affiliates. This Certificate
represents a fractional residual ownership interest in the Trust Estate as
defined below.)
---------------------------
Date
No: R-__
Percentage Interest ________% ---------------------------
Registered Owner
Trustee Execution
BANK ONE, NATIONAL ASSOCIATION,
not personally liable but solely as
Trustee for Block Mortgage Finance
Asset Backed Certificates,
Series 1999-2
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
Date of Execution
--------------------------
C-2
<PAGE>
Trustee Authentication
BANK ONE, NATIONAL ASSOCIATION,
not personally but solely as Trustee
for Block Mortgage Finance Asset
Backed Certificates,
Series 1999-2
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
Date of Authentication:
---------------------
C-3
<PAGE>
The registered Owner named above is the registered Owner of a fractional
interest in (a) the Mortgage Loans (other than any principal and interest
payments received or, with respect to Actuarial Loans, due thereon on or prior
to the Cut-Off Date) listed in Schedule I-A and Schedule I-B to the Pooling and
Servicing Agreement which the Seller has caused to be delivered to the Depositor
and the Depositor has caused to be delivered to the Trustee (and all
substitutions therefor as provided by Sections 3.03, 3.04 and 3.06 of the
Pooling and Servicing Agreement), together with the related Mortgage Loan
documents and the Seller's and Depositor's interest in any Property which
secured a Mortgage Loan but which has been acquired by foreclosure or deed in
lieu of foreclosure, and all payments thereon and proceeds of the conversion,
voluntary or involuntary, of the foregoing; (b) such amounts as may be held by
the Trustee in the Distribution Account, exclusive of investment earnings on
such amounts (except as otherwise provided in the Pooling and Servicing
Agreement) and such amounts may be held by the Master Servicer in the name of
the Trustee in the Collection Account, if any, exclusive of investment earnings
thereon (except as otherwise provided in the Pooling and Servicing Agreement),
whether in the form of cash, instruments, securities or other properties
(including any Permitted Investments held by the Master Servicer); and (c)
proceeds of all the foregoing (including, but not by way of limitation, all
proceeds of any mortgage insurance, hazard insurance and title insurance policy
relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights to
payment of any and every kind, and other forms of obligations and receivables
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing) to pay the Certificates as specified in the Pooling and
Servicing Agreement.
This Certificate is one of a Class of duly-authorized Certificates
designated as Block Mortgage Finance Asset Backed Certificates, Series 1999-2,
Class R (Residual Interest) (the "Class R Certificates") and issued under and
subject to the terms, provisions and conditions of that certain Pooling and
Servicing Agreement dated as of October 1, 1999 (the "Pooling and Servicing
Agreement") by and among Block Mortgage Finance, Inc., in its capacity as the
Depositor (the "Depositor"), Companion Mortgage Corporation, in its capacity as
the Seller (the "Seller"), Block Financial Corporation, in its capacity as the
Master Servicer (the "Master Servicer"), and Bank One, National Association, in
its capacity as the Trustee (the "Trustee"), to which Pooling and Servicing
Agreement the Owner of this Certificate by virtue of acceptance hereof assents
and by which such Owner is bound. Also issued under the Pooling and Servicing
Agreement are Certificates designated as Block Mortgage Finance Asset Backed
Certificates, Series 1999-2, Class A-1, Class A-2, Class A-3, Class A-4, Class
A-5 and Class A-6 Certificates (collectively, the "Class A Certificates"). The
Class A Certificates and the Class R Certificates are together referred to
herein as the "Certificates." Terms capitalized herein and not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement.
On the 25th day of each month, or, if such day is not a Business Day, then
the next succeeding Business Day (each such day being a "Distribution Date")
commencing November 26, 1999, each Owner of a Class R Certificate as of the
close of business on the last day of the calendar month immediately preceding
the calendar month in which a Distribution Date occurs (the "Record Date") will
be entitled to receive the Residual Net Monthly Excess Cashflow relating to such
Certificate on such Distribution Date.
C-4
<PAGE>
Distributions will be made in immediately available funds to Owners of
Class R Certificates having an aggregate Percentage Interest of at least 10% by
wire transfer to the account of such Owner at a domestic bank or other entity
having appropriate facilities therefor, if such Owner has so notified the
Trustee, or otherwise by check mailed to the address of the person entitled
thereto as it appears on the Register.
The Trustee or any duly-appointed Paying Agent will duly and punctually pay
distributions with respect to this Certificate in accordance with the terms
hereof and the Pooling and Servicing Agreement.
Amounts properly withheld under the Code by any Person from a distribution
to any Owner shall be considered as having been paid by the Trustee to such
Owner for all purposes of the Pooling and Servicing Agreement.
The Mortgage Loans will be serviced by the Master Servicer pursuant to the
Pooling and Servicing Agreement. The Pooling and Servicing Agreement permits the
Master Servicer to enter into Sub-Servicing Agreements with certain institutions
eligible for appointment as Sub-Servicers for the servicing and administration
of certain Mortgage Loans. No appointment of any Sub-Servicer shall release the
Master Servicer from any of its obligations under the Pooling and Servicing
Agreement.
This Certificate does not represent a deposit or other obligation of, or an
interest in, nor are the underlying Mortgage Loans insured or guaranteed by,
Block Mortgage Finance, Inc., Block Financial Corporation, Companion Mortgage
Corporation, Bank One, National Association or any of their affiliates. This
Certificate is limited in right of payment to certain collections and recoveries
relating to the Mortgage Loans and amounts on deposit in the Distribution
Account and the Collection Account, all as more specifically set forth
hereinabove and in the Pooling and Servicing Agreement.
No Owner shall have any right to institute any proceeding, judicial or
otherwise, with respect to the Pooling and Servicing Agreement, or for the
appointment of a receiver or trustee, or for any other remedy under the Pooling
and Servicing Agreement except in compliance with the terms thereof.
Notwithstanding any other provisions in the Pooling and Servicing
Agreement, the Owner of any Certificate shall have the right which is absolute
and unconditional to receive distributions to the extent provided in the Pooling
and Servicing Agreement with respect to such Certificate or to institute suit
for the enforcement of any such distribution, and such right shall not be
impaired without the consent of such Owner.
The Pooling and Servicing Agreement provides that the obligations created
thereby will terminate upon the payment to the Owners of all Certificates from
amounts other than those available under the Certificate Insurance Policies of
all amounts held by the Trustee and required to be paid to such Owners pursuant
to the Pooling and Servicing Agreement upon the latest to occur of (a) the final
payment or other liquidation (or any advance made with respect thereto) of the
last Mortgage Loan in the Trust Estate, (b) the disposition of all property
acquired in respect of any
C-5
<PAGE>
Mortgage Loan remaining in the Trust Estate, (c) at any time when a Qualified
Liquidation of the Trust Estate is effected as described below, and (d) the
final payment to the Certificate Insurer of all amounts owing to it. To effect a
termination of the Pooling and Servicing Agreement pursuant to clause (c) above,
the Owners of a majority in Percentage Interest represented by the Class A
Certificates then Outstanding shall direct the Trustee on behalf of the Trust to
adopt a plan of complete liquidation, as contemplated by Section 860F(a)(4) of
the Code, and the Trustee shall either sell the Mortgage Loans and distribute
the proceeds of the liquidation of the Trust, or shall distribute equitably in
kind all of the assets of the Trust Estate to the remaining Owners of the
Certificates, each in accordance with such plan, so that the liquidation or
distribution of the Trust Estate, the distribution of any proceeds of the
liquidation and the termination of the Pooling and Servicing Agreement occur no
later than the close of the 90th day after the date of adoption of the plan of
liquidation and such liquidation qualifies as a Qualified Liquidation.
The Pooling and Servicing Agreement additionally provides that (i) certain
Owners of the Class R Certificates or the Master Servicer may at their option,
purchase, and the Trustee may sell at auction, from the Trust all remaining
Mortgage Loans and other property then constituting the Trust Estate, and
thereby effect early retirement of the Certificates, on any Monthly Remittance
Date on or after the Optional Termination Date and (ii) under certain
circumstances relating to the qualification of Trust Estate as a REMIC under the
Code the Mortgage Loans may be sold, thereby effecting the early retirement of
the Certificates.
The Trustee shall give written notice of termination of the Pooling and
Servicing Agreement to each Owner in the manner set forth therein.
The Certificate Insurer or the Owners of a majority of the Percentage
Interests represented by the Class A Certificates then Outstanding with the
prior written consent of the Certificate Insurer, or, if there are no longer any
Class A Certificates then Outstanding, by such majority of the Percentage
Interests represented by the Class R Certificates then outstanding, have the
right to exercise any trust or power set forth in Section 6.11 of the Pooling
and Servicing Agreement.
As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth and referred to on the face hereof, the transfer
of this Certificate is registrable in the Register upon surrender of this
Certificate for registration of transfer at the office designated as the
location of the Register duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Registrar duly executed by,
the Owner hereof or his attorney duly authorized in writing, and thereupon one
or more new Certificates of the like Class, tenor and a like Percentage Interest
will be issued to the designated transferee or transferees.
The Pooling and Servicing Agreement permits, with certain exceptions as
therein provided, the amendment thereof and the modifications of rights and
obligations of the parties provided therein by the Depositor, the Trustee, the
Seller and the Master Servicer at any time and from time to time, with the prior
written approval of the Certificate Insurer and not less than a majority of the
Percentage Interest represented by each affected Class of Certificates then
Outstanding, and in certain other circumstances provided for in the Pooling and
Servicing Agreement may be amended without the consent of the Owners. Any such
consent by the Owner, at the time of the giving thereof, of this Certificate
shall be conclusive and binding upon such Owner and upon all future
C-6
<PAGE>
Owners of the Certificate and of any Certificate issued upon the registration of
Transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon this Certificate.
The Trustee is required to furnish certain information on each Distribution
Date to the Owner of this Certificates as more fully described in the Pooling
and Servicing Agreement.
The Class R Certificates are issuable only as registered Certificates. As
provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Class R Certificates are exchangeable for new
Class R Certificates evidencing the same Percentage Interest as the Class R
Certificates exchanged.
No service charge will be made for any such registration of transfer or
exchange, but the Registrar or Trustee may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
The Trustee and any agent of the Trustee may treat the Person in whose name
this Certificate is registered as the owner hereof for all purposes, and neither
the Trustee nor any such agent shall be affected by notice to the contrary,
except as may otherwise be specifically provided in the Pooling and Servicing
Agreement with respect to the Certificate Insurer.
C-7
<PAGE>
EXHIBIT D
PAYOFF CERTIFICATION
WHEREAS, the undersigned is an Authorized Officer of Block Mortgage
Finance, Inc., a Delaware corporation, in its capacity as Depositor (the
"Depositor") of a certain pool of mortgage loans heretofore conveyed in trust to
Bank One, National Association, a national banking association (the "Trustee"),
pursuant to that certain Pooling and Servicing Agreement dated as of October 1,
1999, (the "Pooling and Servicing Agreement") among the Depositor, Block
Financial Corporation, as Master Servicer, Companion Mortgage Corporation, as
Seller, and the Trustee; and
WHEREAS, the Depositor is required, pursuant to Section 3.05(c) of the
Pooling and Servicing Agreement to deliver this Payoff Certification to the
Trustee with respect to all Mortgage Loans which have been prepaid in full after
the Cut-Off Date and prior to the Startup Day (as those terms are defined in the
Pooling and Servicing Agreement).
NOW, THEREFORE, the Depositor hereby certifies that each Mortgage Loan
identified on the attached Schedule I has been prepaid in full after the Cut-Off
Date and prior to the Startup Day (as those terms are defined in the Pooling and
Servicing Agreement).
BLOCK MORTGAGE FINANCE, INC.,
as Depositor
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
---------------------------------------
Dated October ___, 1999
D-1
<PAGE>
SCHEDULE I
D-2
<PAGE>
1
EXHIBIT E
FORM OF TRUSTEE'S RECEIPT
Block Mortgage Finance
Asset Backed Certificates,
Series 1999-2
Mortgage File Receipt
The Undersigned, Bank One, National Association, the Trustee (the
"Trustee") pursuant to the Pooling and Servicing Agreement dated as of October
1, 1999 (the "Agreement") among the Trustee, Block Financial Corporation,
Companion Mortgage Corporation and Block Mortgage Finance, Inc., hereby
acknowledges that on the date hereof it received the Mortgage Loans (as defined
in the Pooling and Servicing Agreement).
BANK ONE, NATIONAL ASSOCIATION
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
E-1
<PAGE>
EXHIBIT F
FORM OF POOL CERTIFICATION
POOL CERTIFICATION
WHEREAS, the undersigned is an Authorized Officer of Bank One, National
Association, a national banking association, acting in its capacity as trustee
(the "Trustee") of a certain pool of mortgage loans (the "Pool") heretofore
conveyed in trust to the Trustee, pursuant to that certain Pooling and Servicing
Agreement dated as of October 1, 1999 (the "Pooling and Servicing Agreement")
among Block Mortgage Finance, Inc., as Depositor (the "Depositor"), Block
Financial Corporation, as Master Servicer, Companion Mortgage Corporation, as
Seller, and the Trustee; and
WHEREAS, the Trustee is required, pursuant to Section 3.06(a) of the
Pooling and Servicing Agreement, to review the Files relating to the Pool within
a specified period following the Startup Day and to notify the Seller promptly
of any defects with respect to the Pool, and the Seller is required to remedy
such defects or take certain other action, all as set forth in Section 3.06(b)
of the Pooling and Servicing Agreement; and
WHEREAS, Section 3.06(a) of the Pooling and Servicing Agreement requires
the Trustee to deliver this Pool Certification upon the satisfaction of certain
conditions set forth therein.
NOW, THEREFORE, the Trustee hereby certifies that it has determined that
all required documents (or certified copies of documents listed in Section
3.05(b) of the Pooling and Servicing Agreement) have been executed or received,
and that such documents relate to the Mortgage Loans identified in (i), (ii) and
(viii) of the definition of the Schedules of Mortgage Loans pursuant to Section
3.06(a) of the Pooling and Servicing Agreement or, in the event that such
documents have not been executed and received or do not so relate to such
Mortgage Loans, other than as set forth on Schedule I hereto. The Trustee makes
no certification hereby, however, with respect to any intervening assignments or
assumption and modification agreements.
BANK ONE, NATIONAL ASSOCIATION,
as Trustee
By:
-----------------------------------------
Title:
--------------------------------------
Dated: October ___, 1999
F-1
<PAGE>
EXHIBIT G
FORM OF DELIVERY ORDER
DELIVERY ORDER
BLOCK MORTGAGE FINANCE
Asset Backed Certificates,
Series 1999-2
Depositor's Order to the Trustee for
Execution and Delivery of the Certificates
Dated: October __, 1999
-----------------------------------------
Pursuant to Section 4.01 of the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 1, 1999, among the
Depositor, Block Financial Corporation, as Master Servicer, Companion Mortgage
Corporation, as Seller and the Trustee (each as defined in the Pooling and
Servicing Agreement), the Depositor hereby requests that the Trustee execute and
authenticate the Block Mortgage Finance Asset Backed Certificates, Series 1999-2
(the "Certificates"), and register said Certificates in the denominations or
percentages, as applicable, as set forth on Exhibit A hereto.
The Depositor further requests that the Trustee deliver all of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates to
The Depository Trust Company in New York, New York, on behalf of Chase
Securities Inc. and Salomon Smith Barney Inc. (the "Underwriters") or at such
other location as Chase Securities Inc., on behalf of the Underwriters, advises
the Trustee.
BLOCK MORTGAGE FINANCE, INC.
By:
-------------------------------------
Name:
--------------------------------
Title:
--------------------------------
G-1
<PAGE>
EXHIBIT H
FORM OF AFFIDAVIT FOR CLASS R TRANSFER
AFFIDAVIT PURSUANT TO SECTION
860E(e) OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED
STATE OF )
) ss:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Investor] (the
"Investor"), a [savings institution] [corporation] duly organized and existing
under the laws of [the State of __________] [the United States], on behalf of
which he makes this affidavit.
2. That the Purchaser's Taxpayer Identification Number is
____________.
3. That (i) the Investor is not a "disqualified organization" and
will not be a "disqualified organization" as of [date of transfer] (For this
purpose, a "disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other than
certain taxable instrumentalities), any cooperative organization furnishing
electric energy or providing telephone service to persons in rural areas, or any
organization (other than a farmers' cooperative) that is exempt from federal
income tax unless such organization is subject to the tax on unrelated business
income); (ii) it is not acquiring the Class R Certificate for the account of a
disqualified organization; (iii) it consents to any amendment of the Pooling and
Servicing Agreement that shall be deemed necessary by the Trustee (upon advice
of counsel) to constitute a reasonable arrangement to ensure that the Class R
Certificates will not be owned directly or indirectly by a disqualified
organization; and (iv) it will not transfer such Class R Certificate unless (a)
it has received from the transferee an affidavit in substantially the same form
as this affidavit containing these same four representations and (b) as of the
time of the transfer, it does not have actual knowledge that such affidavit is
false.
4. That the Purchaser historically has paid its debts as they have
come due and intends to pay its debts as they come due in the future and the
Purchaser intends to pay taxes associated with holding the Class R Certificates
as it becomes due.
5. That the Purchaser understands that it may incur tax liabilities
with respect to the Class R Certificate in excess of cash flow generated by the
Class R Certificate.
6. That the purchaser will not transfer the Class R Certificate to
any person or entity form which the Purchaser has not received an affidavit
substantially in the form of this
H-1
<PAGE>
affidavit and as to which the Purchaser has actual knowledge that the
requirements set forth in paragraphs 3, 4, or 7 hereof are not satisfied or that
the Purchaser knows or has reason to know does not satisfy the requirements set
forth in paragraph 4 hereof.
7. That the Purchaser (i) is not a Non U.S. Person or (ii) is a Non
U.S. Person that holds the Class R Certificate in connection with the conduct of
a trade or business within the United States and has furnished the transferor
and the Trustee with an effective Internal Revenue Service Form 4224 or (iii) is
a Non U.S. Person that has delivered to both the transferor and the Trustee an
opinion of a nationally recognized tax counsel to the effect that the transfer
of the Class R Certificate to it is in accordance with the requirements of the
Code and the regulations promulgated thereunder and that such transfer of the
Class R Certificate will not be disregarded for federal income tax purposes.
"Non U.S. Person" means an individual, corporation, partnership or other person
other than a citizen or resident of the United States, a corporation or
partnership (including an entity treated as a corporation or partnership for
U.S. federal income tax purposes) created or organized in or under the laws of
the United States, any state thereof or the District of Columbia (except, in the
case of a partnership, Treasury regulations are adopted that provide otherwise),
an estate that is subject to U.S. federal income tax regardless of the source of
its income, or a trust if a court within the United States is able to exercise
primary supervision of the administration of the trust and one or more United
States persons have the authority to control all substantial decisions of the
trust.
8. That the Purchaser agrees to such amendments of the Trust
Agreement as may be required to further effectuate the restrictions on transfer
of the Class R Certificate to such a "disqualified organization," an agent
thereof or a person that does not satisfy the requirements of paragraphs 4, 5,
and 7 hereof.
H-2
<PAGE>
IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[Title of Officer] and its corporate seal to be hereunto attached, attested by
its [Assistant] Secretary, this ___ day of _______, _______.
[NAME OF INVESTOR]
By:
------------------------------
[Name of Officer]
[Title of Officer]
H-3
<PAGE>
EXHIBIT J
FORM OF LOST NOTE AFFIDAVIT
LOST NOTE AFFIDAVIT
We, as _____________________ (title) of Companion Mortgage Corporation
(the "Seller") and as _____________________ (title) of Block Financial
Corporation (the "Master Servicer"), are authorized to make this Affidavit.
Capitalized terms used but not otherwise defined herein shall have the meanings
assigned to such terms in that certain Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of October 1, 1999, by and among
Block Mortgage Finance, Inc., Block Financial Corporation, Companion Mortgage
Corporation and Bank One, National Association. In connection with (i) the
administration of the Mortgage Loans held by Bank One, National Association, as
Trustee on behalf of the Owners (the "Trustee") and (ii) issuance of the
Certificate Insurance Policies by MBIA Insurance Corporation,
___________________ and __________________ (hereinafter called "Deponents"),
being duly sworn, depose and say that:
(a) Seller previously delivered to the Trustee a signed Initial
Certification with respect to a certain Note;
(b) Such Note was assigned or sold to the Trustee pursuant to the terms
and provisions of the Pooling and Servicing Agreement;
(c) Such Note is not outstanding pursuant to a request for release of
documents;
(d) The aforesaid Note (hereinafter called the "Original") has been lost;
(e) The Seller has made or caused to be made diligent search for the
Original and has been unable to find or recover the same;
(f) The Seller was the owner of the Original at the time of loss and has
good title to the Original and has the right to convey good title thereto;
(g) The Original has not been cancelled or assigned or pledged to anyone
other than the Depositor and Trustee;
(h) The Seller has assigned all of its interest in the Original to the
Depositor pursuant to the Pooling and Servicing Agreement and the Depositor has
assigned all of its interest in the Original to the Trustee pursuant to the
Pooling and Servicing Agreement;
J-1
<PAGE>
(i) Following the assignment of the Original to the Depositor and the
assignment of the Original by the Depositor to the Trustee, the Trustee will be
the party entitled to enforce the Original pursuant to Section 3-309 of the
Uniform Commercial Code;
(j) Deponents agree that, if said Original should ever come into the
possession, custody or power of either Seller or the Master Servicer, such party
will immediately and without consideration surrender said Original to the
Trustee;
(k) Attached hereto is a true and correct copy of the Original, endorsed
in blank by the mortgagee;
(l) Deponents hereby agree that the Seller and the Master Servicer (a)
shall indemnify and hold harmless the Trustee and MBIA Insurance Corporation,
their successors and assigns, against any loss, liability or damage, including
reasonable attorney's fees, resulting from the unavailability of any Originals,
including but not limited to any loss, liability or damage arising from (i) any
false statement contained in this Affidavit, (ii) any claim of any party that
has already purchased the Mortgage Loan evidenced by the lost Original or any
interest in such Mortgage Loan, (iii) any claim of any borrower with respect to
the existence of terms of a Mortgage Loan evidenced by the lost Original, (iv)
the issuance of a new instrument in lieu thereof and (v) any claim whether or
not based upon or arising from honoring or refusing to honor the Original when
presented by any person (items (i) through (iv) above are hereinafter referred
to as the "Losses");
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
J-2
<PAGE>
(m) This Affidavit is intended to be relied on by the Trustee, its
successors and assigns and each of the Seller and the Master Servicer represent
and warrant that it has the authority to perform its respective obligations
under this Affidavit.
Executed this ______ day of _______, 1999,
on behalf of the Seller
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
Executed this ______ day of _______, 1999,
on behalf of the Master Servicer
By:
-----------------------------------------
Name:
-----------------------------------------
Title:
--------------------------------------
J-3
<PAGE>
State of __________ )
) ss.
County of ________ )
On this ____ day of ________, 1999, before me appeared
___________________, to me personally know, who being duly sworn did say that
he/she is the ____________________ of Companion Mortgage Corporation, and the
above Affidavit was signed and sealed on behalf of such corporation and said
_________________________ acknowledged this instrument to be the free act and
deed of said corporation.
------------------------------------------
Notary Public
in and for the State of
-----------------
My Commission Expires:
----------------------
State of __________ )
) ss.
County of ________ )
On this ____ day of ________, 1999, before me appeared
___________________, to me personally know, who being duly sworn did say that
he/she is the ____________________ of Block Financial Corporation, and the above
Affidavit was signed and sealed on behalf of such corporation and said
_________________________ acknowledged this instrument to be the free act and
deed of said corporation.
------------------------------------------
Notary Public
in and for the State of
-----------------
My Commission Expires:
----------------------
<PAGE>
EXHIBIT K
TERMINATION AUCTION PROCEDURES
The following sets forth the auction procedures to be followed in
connection with a sale effected pursuant to Section 9.03 of the Pooling and
Servicing Agreement (the "Agreement"), dated as of October 1, 1999 among Block
Mortgage Finance, Inc., as Depositor, Block Financial Corporation, as Master
Servicer, Companion Mortgage Corporation, as Seller, and Bank One, National
Association, as Trustee. Capitalized terms used herein that are not otherwise
defined shall have the meanings described thereto in the Agreement.
1. Pre-Auction Process
(a) Upon receiving notice of the Auction Date, the Advisor will initiate
its general Termination Auction procedures consisting of the
following: (i) with the assistance of the Master Servicer, prepare a
general solicitation package along with a confidentiality agreement;
(ii) develop a list of qualified bidders, in a commercially reasonable
manner; (iii) initiate contact with all qualified bidders; (iv) send a
confidentiality agreement to all qualified bidders; (v) upon receipt
of a signed confidentiality agreement, send solicitation packages to
all interested bidders on behalf of the Trustee; and (vi) notify the
Master Servicer and Trustee of all potential bidders and anticipated
timetable.
(b) The general solicitation package will include: (i) the prospectus
supplement and prospectus from the initial public offering of any of
the Class A Certificates; (ii) copies of the prior year's monthly
servicing reports; (i) a form of a Sale and Servicing Agreement
prepared by the Trustee and the Master Servicer (or prepared by the
Advisor and approved by the Trustee and the Master Servicer) which
Agreement shall provide that the Mortgage Loans are being sold without
recourse to the Trustee and the Owners; (ii) a description of the
minimum purchase price required to cause the Trustee to sell the
Mortgage Loans as set forth in Section 9.03 of the Agreement; (iii) a
formal bidsheet; (iv) a detailed timetable; and (v) a preliminary data
tape of the aggregate Loan Balance of the Mortgage Loans as of a
recent Distribution Date reflecting the same data attributes used to
create the Cut-Off Date tables for the Prospectus Supplement dated
October 26, 1999 relating to the public offering of the Class A
Certificates. None of the Trustee, the Master Servicer, the Depositor
or the Seller shall be required to produce an updated prospectus or
prospectus supplement, and the auction procedures shall be carried out
in a manner that does not constitute a public offering of securities.
(c) The Trustee, with the assistance of the Master Servicer and the
Advisor, will maintain an auction package beginning at the time of
closing of the transaction, which will contain the documents listed
under clauses (i)-(ii) of the preceding paragraph.
K-1
<PAGE>
(d) The Advisor will send solicitation packages to all bidders at least 15
Business Days before the Auction Date. Bidders will be required to
submit any due diligence questions in writing to the Advisor for
determination of their relevancy, no later than 10 Business Days
before the Auction Date. The Master Servicer and the Advisor will be
required to satisfy all relevant questions at least five Business Days
prior to the Auction Date and distribute the questions and answers to
all bidders.
2. Auction Process
(a) The Advisor, any underwriter, the Certificate Insurer or any Owner
will be allowed to bid in the Auction, but will not be required to do
so.
(b) The Seller and the Master Servicer will also be allowed to bid in the
Termination Auction if it deems appropriate, but will not be required
to do so.
(c) On the Auction Date, all bids will be due by facsimile to the offices
of the Trustee by 1:00 p.m. New York City time, with the winning
bidder to be notified by 2:00 p.m. New York City time. All acceptable
bids (as described in Section 9.03 of the Agreement) will be due on a
conforming basis on the bid sheet contained in the solicitation
package.
(d) If the Trustee receives fewer than two market value bids from
participants in the market for mortgage loans willing and able to
purchase the Mortgage Loans, the Trustee shall decline to consummate
the sale.
(e) Upon notification to the winning bidder, a good faith deposit equal to
one percent (1%) of the aggregate Loan Balance of the Mortgage Loans
will be required to be wired to the Trustee upon acceptance of the
bid. This deposit, along with any interest income attributable to it,
will be credited to the purchase price but will not be refundable. The
Trustee will establish a separate account for the acceptance of the
good faith deposit, until such time as the account is fully funded and
all monies are transferred into the Collection Account, such time not
to be later than one Business Day before the related Distribution Date
(as described above).
(f) The winning bidder will receive on the Auction Date a copy of the
draft Sale and Servicing Agreement.
(g) The Advisor will provide to the Trustee a letter concluding whether or
not the winning bid is a fair market value bid. The Advisor will also
provide such letter if it is the winning bidder. In the case where the
Advisor or the Master Servicer is the winning bidder it will provide
for market comparables and valuations in its letter.
K-2
<PAGE>
(h) The Auction will stipulate that the Master Servicer be retained to
service the Mortgage Loans sold pursuant to the terms of the Sale and
Servicing Agreement.
(i) The Auction will stipulate that such sale and consequent termination
of the Trust must constitute a "qualified liquidation" of the Trust
under Section 860F of the Code, including the requirement that such
liquidation take place over a period not to exceed 90 days. The
Trustee may, in its discretion, require that the purchaser of the
Mortgage Loans provide the Trustee and the Certificate Insurer with an
opinion of counsel to that effect.
K-3
<PAGE>
EXHIBIT L
FORM OF LIQUIDATION REPORT
Customer Name:
Account Number:
Original Principal Balance:
1. Type of Liquidation (REO disposition/charge-off/short pay-off)
- Date last paid
- Date of foreclosure
- Date of REO
- Date of REO Disposition
- Property Sale Price/Estimated Market Value at disposition
2. Liquidation Proceeds
Principal Prepayment $____________
Property Sale Proceeds ____________
Insurance Proceeds ____________
Other (itemize) ____________
Total Proceeds $____________
3. Liquidation Expenses
Servicing Advances $____________
Monthly Advances ____________
Contingency Fees ____________
Excess Servicing Fees ____________
Servicing Fees ____________
Annual Expense Escrow Amount ____________
Supplemental Fee (if any) ____________
Additional Interest (if any) ____________
Total Advances $____________
4. Net Liquidation Proceeds $____________
(Item 2 minus Item 3)
5. Principal Balance of Mortgage Loan $____________
6. Loss, if any (Item 5 minus Item 4) $____________
L-1
<PAGE>
EXHIBIT M
FORM OF REQUEST FOR RELEASE/RETURN OF DOCUMENTS
Bank One, National Association ____________, _____
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration,
Block Mortgage Finance Asset Backed Certificates, Series 1999-2
In connection with the administration of the pool of mortgages held by you in
custody pursuant to the Pooling and Servicing Agreement, dated as of October 1,
1999, by and among Block Mortgage Finance, Inc., Block Financial Corporation,
Companion Mortgage Corporation and Bank One, National Association, the
undersigned requests the release of the mortgage documents for the mortgage
described below for the reason indicated.
Property Address, City, State and Zip Code Lender Loan No.:
Original Mortgage Amount............................$________________
Date of Original Mortgage...........................$________________
Interest Rate.......................................$________________
Monthly Fixed Installment(P&I)......................$________________
Paid Through Date...................................$________________
Reason for Requesting Documents:
Amount Settlement Date
/ / Mortgage Paid in Full/Repurchased $
--------- ----------------
/ / Foreclosure/Deed-in-lieu/Assignment $
--------- ----------------
/ / Third Party Sale $
--------- ----------------
/ / Other: (explain) $
--------- ----------------
- ------------------------------
- ------------------------------
Block Financial Corporation
-----------------------------------
Authorized Signature
-----------------------------------
Date Telephone Number
Please acknowledge release of the documents by your signature.
Acknowledged:
Bank One, National Association
- -----------------------------------------
Authorized Signature
M-1
<PAGE>
- -----------------------------------------
Date
Please acknowledge return of the documents by your signature.
Acknowledged:
Bank One, National Association Reason for Returning Documents:
/ / The loan was reinstated.
- --------------------------------
Authorized Signature / / Other: (explain)
---------------------
- -------------------------------- --------------------------------------------
Date
--------------------------------------------
M-2
<PAGE>
EXHIBIT N
FORM OF INVESTMENT REPRESENTATION LETTER
Bank One, National Association, as Trustee and Registrar
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration,
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
Block Mortgage Finance, Inc.
One Main Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Attention: Vice President
MBIA Insurance Corporation
885 Third Avenue
New York, New York 10022
Attention: Insured Portfolio Management -
Structured Finance (IPM-SF)
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
Re: Transfer of Block Mortgage Finance Asset Backed
Certificates, Series 1999-2, Class R
Ladies and Gentlemen:
This letter is delivered pursuant to Section 5.08 of the Pooling and
Servicing Agreement dated as of October 1, 1999 (the "Pooling and Servicing
Agreement"), by and among Block Mortgage Finance, Inc., as depositor, Block
Financial Corporation, as master servicer, Companion Mortgage Corporation, as
seller, and Bank One, National Association, as trustee (the "Trustee"), on
behalf of the holders of Block Mortgage Finance Asset Backed Certificates,
Series 1999-2 (the "Certificates") in connection with the transfer by
_______________________ (the "Selling Party") to the undersigned (the
"Purchaser") of ___% Percentage Interest of Class R Certificates, in
certificated fully registered form (such registered interest being the
"Certificate"). Terms used but not defined herein shall have the meanings
ascribed thereto in the Pooling and Servicing Agreement.
In connection with such transfer, the undersigned hereby represents
and warrants to you as follows:
N-1
<PAGE>
[[For Institutional Accredited Investors] 1. The Purchaser is an
"institutional accredited investor" (an entity meeting the requirements of Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as
amended (the "1933 Act")) and has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
investment in the Certificates, and it and any accounts for which it is acting
are each able to bear the economic risk of our or its investment. The Purchaser
is acquiring the Certificates purchased by it for investment for its own account
or for one or more accounts (each of which is an "institutional accredited
investor") as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.]
[[For Qualified Institutional Buyers only] 1. The Purchaser is a
"qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A")
promulgated under the Securities Act of 1933, as amended (the "1933 Act"). The
Purchaser is aware that the transfer is being made in reliance on Rule 144A, and
the Purchaser has had the opportunity to obtain the information required to be
provided pursuant to paragraph (d)(4)(i) of Rule 144A. The Purchaser's intention
is to acquire the Certificate (a) for investment for the Purchaser's own account
or (b) for resale to "qualified institutional buyers" in transactions under Rule
144A.]
2. The Purchaser acknowledges that the Certificate has not been registered or
qualified under the Securities Act or the securities laws of any State or any
other jurisdiction, and that the Transferred Interest cannot be resold unless it
is registered or qualified thereunder or unless an exemption from such
registration or qualification is available.
3. The Purchaser hereby undertakes to be bound by the terms and conditions of
the Pooling and Servicing Agreement in its capacity as an owner of a Certificate
or Certificates, as the case may be (each, a "Certificateholder"), in all
respects as if it were a signatory thereto. This undertaking is made for the
benefit of the Trust, the Registrar and all Certificateholders present and
future.
4. The Purchaser will not sell or otherwise transfer any portion of the
Certificate, except in compliance with Section 5.08 of the Pooling and Servicing
Agreement.
5. Check one of the following:*
_______ The Purchaser is a "U.S. Person" and it has attached hereto
an Internal Revenue Service ("IRS") Form W-9 (or successor form).
_______ The Purchaser is not a "U.S. Person" and under applicable law
in effect on the date hereof, no taxes will be required to be withheld by the
Registrar (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto either (i) a duly executed IRS
Form W-8 (or successor form), which identifies such Purchaser as the beneficial
owner of the Certificate and states that such Purchaser is not a U.S. Person or
(ii) two duly executed copies of IRS Form 4224 (or successor form), which
identify such Purchaser as the beneficial owner of the Certificate and state
that interest and original issue discount on the
- ----------------------
* Each Purchaser must include one of the two alternative certifications.
<PAGE>
Certificate is, or is expected to be, effectively connected with a U.S. trade or
business. The Purchaser agrees to provide to the Registrar updated IRS Forms W-8
or IRS Forms 4224, as the case may be, any applicable successor IRS forms, or
such other certificates as the Certificate Registrar may reasonably request, on
or before the date that any such IRS form or certification expires or becomes
obsolete, or promptly after the occurrence of any event requiring a change in
the most recent IRS form of certification furnished by it to the Registrar.
For this purpose, "U.S. Person" means a citizen or resident of the
United States for U.S. federal income tax purposes, a corporation, partnership
(except to the extent provided in applicable Treasury regulations) or other
entity created or organized in or under the laws of the United States or any of
its political subdivisions, or an estate the income of which is subject to U.S.
federal income taxation regardless of its source or a trust if a court within
the United States is able to exercise privacy supervision over the
administration of the trust and one or more such U.S. Persons have the authority
to control all substantial decisions of the trust (or, to the extent provided in
applicable Treasury regulations, certain trusts in existence on August 20, 1996
which are eligible to elect to be treated as U.S. Persons).
Please make all payments due on the Certificates:**
__________ (a) by wire transfer to the following account at a bank or entity in
New York, New York, having appropriate facilities therefore:
Account number______________ Institution______________
__________ (b) by mailing a check or draft to the following
address:
----------------------------------
----------------------------------
----------------------------------
Very truly yours,
[The Purchaser]
By:
----------------------
Name:
Title:
Dated:
-----------------------
- -----------------------
** Please select (a) or (b).
N-3
<PAGE>
EXHIBIT O
FORM OF ERISA REPRESENTATION LETTER
Bank One, National Association, as Trustee and Registrar
1 Bank One Plaza, Suite IL1-0126
Chicago, Illinois 60670-0126
Attention: Corporate Trust Administration,
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
Block Mortgage Finance, Inc.
One Main Plaza
4435 Main Street, Suite 500
Kansas City, Missouri 64111
Attention: Vice President
MBIA Insurance Corporation
885 Third Avenue
New York, New York 10022
Attention: Insured Portfolio Management -
Structured Finance (IPM-SF)
Block Mortgage Finance Asset Backed
Certificates, Series 1999-2
Re: Transfer of Block Mortgage Finance Asset Backed
Certificates, Series 1999-2, Class R
Ladies and Gentlemen:
____________________________ (the "Purchaser") intends to purchase from
___________________________________ (the "Selling Party") ___________ %
Percentage Interest of Block Mortgage Finance Asset Backed Certificates, Series
1999-2, Class R (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement") dated as of October
1, 1999, by and among Block Mortgage Finance, Inc., as depositor, Block
Financial Corporation, as master servicer, Companion Mortgage Corporation, as
seller, and Bank One, National Association, as trustee (the "Trustee"). All
capitalized terms used herein and not otherwise defined shall have the meaning
set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with, you that:
1. Subject to paragraph 2 below, the Purchaser is neither (a) an employee
benefit plan or other retirement arrangement, including an individual retirement
account or a Keogh plan, which is subject to Title I of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), Section 4975 of the Code or a
governmental plan or church plan subject to any Federal, State or local law (a
"Similar Law") which is, to a material extent, similar to the
O-1
<PAGE>
foregoing provisions of ERISA or the Code or Section 503 of the Code (each, a
"Plan"), nor (b) a collective investment fund in which the assets of such Plans
are invested, nor (c) an insurance company using assets of any insurance company
separate account or general account in which assets of such Plans are invested
(or which are deemed pursuant to ERISA or any Similar Law to include assets of
such Plans) or other Person acting on behalf of any such Plan or using the
assets of any such Plan, other than an insurance company using assets of its
general account in circumstances whereby the purchase or transfer and subsequent
holding of the Certificates by such insurance company would not result in a
prohibited transaction under Section 406 or 407 of ERISA, Section 4975 of the
Code or in the case of a governmental plan or a church plan any Similar Law or
Section 503 of the Code nor (d) any other person acting on behalf of any such
Plan or using the assets of any such Plan or any entity whose underlying assets
include the assets of such Plans by reason of a Plan's investment in the entity
(within the meaning of Department of Labor Regulations Section 2510.3-101).
2. The Purchaser understands that if the Purchaser is a person referred to
in 1(a), 1(b), 1(c) or 1(d) above, such Purchaser is required to provide to the
Depositor, the Trustee, the Certificate Insurer and the Registrar an opinion of
counsel in form and substance satisfactory to each of them, that the purchase or
holding of the Certificates will not (x) result in the assets of the Trust being
deemed to be "plan assets" and subject to Title I of ERISA, Section 4975 of the
Code or Similar Law, (y) constitute or result in a prohibited transaction within
the meaning of Section 406 or Section 407 of ERISA, Section 4975 of the Code or
in the case of any Similar Law, and (z) subject the Master Servicer, the
Depositor, the Trustee, the Certificate Insurer or the Registrar to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code), in addition to those set forth in the Pooling and
Servicing Agreement which opinion of counsel shall not be at the expense of the
Trust, the Master Servicer, the Depositor, the Trustee, the Certificate Insurer
or the Registrar. The Purchaser further understands that if the Purchaser is a
person referred to in 1(a), 1(b), 1(c) or 1(d) above, the Registrar shall not
register the transfer of any residual certificates.
[Signature on next page]
O-2
<PAGE>
IN WITNESS WHEREOF, the Purchaser hereby executes the ERISA
Representation Letter on ___________________, _______.
Very truly yours,
------------------------------------------
By:
-------------------------------------
Name:
------------------------------------
Title:
-----------------------------------
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $63,429,000 POLICY NUMBER: 30611
Block Mortgage Finance
Asset Backed Certificates, Series 1999-2
Group 1 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment
of the premium and subject to the terms of this Certificate Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount equal to each full and complete Insured Payment will be
received by Bank One, National Association, or its successors, as trustee for
the Owners (the "Trustee"), on behalf of the Owners from the Insurer, for
distribution by the Trustee to each Owner of each Owner's proportionate share of
the Insured Payment. The Insurer's obligations hereunder with respect to a
particular Insured Payment shall be discharged to the extent funds equal to the
applicable Insured Payment are received by the Trustee from the Insurer, whether
or not such funds are properly applied by the Trustee. Insured Payments shall be
made only at the time set forth in this Policy, and no accelerated Insured
Payments shall be made regardless of any acceleration of the Obligations, unless
such acceleration is at the sole option of the Insurer.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust, any REMIC or the
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability).
The Insurer will pay any Insured Payment that is a Preference Amount on the
Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
such Preference Amount, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in such
form as is reasonably required by the Insurer, irrevocably assigning to the
Insurer all rights and claims of the Owner relating to or arising under the
Obligations against the debtor which made such preference payment or otherwise
with respect to such preference payment and (iv) appropriate instruments to
effect the appointment of the Insurer as agent for such Owner in any legal
proceeding related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that, if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.
The Insurer will pay any other amount payable hereunder no later than 12:00
noon, New York City time, on the later of the Distribution Date on which the
related Insured Payment
<PAGE>
is due or the second Business Day following receipt in New York, New York on a
Business Day by State Street Bank and Trust Company, N.A., as Fiscal Agent for
the Insurer, or any successor fiscal agent appointed by the Insurer (the "Fiscal
Agent") of a Notice (as described below), provided that, if such 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 received
by the Fiscal Agent is not in proper form or is otherwise insufficient for the
purpose of making claim hereunder, it shall be deemed not to have been received
by the Fiscal Agent for purposes of this paragraph, and the Insurer or the
Fiscal Agent, as the case may be, shall promptly so advise the Trustee and the
Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.
As used herein, the following terms shall have the following meanings:
"Agreement" means the Pooling and Servicing Agreement dated as of October
1, 1999 by and among Block Mortgage Finance, Inc., as Depositor, Block Financial
Corporation, as Master Servicer, Companion Mortgage Corporation, as Seller, and
the Trustee, as trustee, without regard to any amendment or supplement thereto
unless such amendment or supplement has been approved in writing by the Insurer.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which the Insurer or banking institutions in New York City or in the city in
which the corporate trust office of the Trustee under the Agreement is located
are authorized or obligated by law or executive order to close.
"Insured Payments" means, with respect to the Related Loan Group and any
Distribution Date, without duplication, (A) the excess, if any, of (i) the sum
of (a) the aggregate amount of interest accrued at the related Pass-Through Rate
during the preceding Accrual Period on the Class A Certificate Principal Balance
of the related Class A Certificates (net of any Prepayment Interest Shortfall
and the interest portion of reductions due to the Relief Act), (b) the
Preference Amount as it relates to interest previously paid on each Class of the
related Class A Certificates prior to such Distribution Date, (c) the portion of
the Carry Forward Amount related to interest with respect to each Class of the
related Class A Certificates (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) and (d) the then existing
Subordination Deficit for the Related Loan Group, if any, over (ii) Total
Available Funds (net of the Insurance Premium Amount for the Related Loan Group)
after taking into account any Principal Distribution Amount to be actually
distributed on such Distribution Date and the cross-
2
<PAGE>
collateralization provisions of the Trust Fund plus (B) an amount equal to the
principal portion of the Preference Amount with respect to the Related Loan
Group.
"Notice" means the telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached hereto, the
original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.
"Owner" means each Owner (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Obligations to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner on
the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.
"Related Loan Group" means the Fixed Rate Group.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent of the
Insurer may be made at the address listed below for the Fiscal Agent of the
Insurer or such other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
This Policy is being 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 principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy is
not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.
3
<PAGE>
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and
attested this 27th day of October, 1999.
MBIA INSURANCE CORPORATION
/s/ Gary Dunton
_______________________________________________
President
Attest: /s/ Lisa Wilson
_______________________________________________
Assistant Secretary
4
<PAGE>
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER: 30611
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER: 30611
State Street Bank and Trust Company, N.A.,
as Fiscal Agent for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of ___________________________,
as trustee (the "Trustee"), hereby certifies to State Street Bank and Trust
Company, N.A. (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
30611 (the "Policy") issued by the Insurer in respect of the Block Mortgage
Finance Asset Backed Certificates, Series 1999-2, Group 1 Certificates (the
"Obligations"), that:
(i) the Trustee is the trustee under the Pooling and Servicing
Agreement dated as of October 1, 1999 by and among Block Mortgage Finance
Inc., as Depositor, Block Financial Corporation, as Master Servicer,
Companion Mortgage Corporation, as Seller, and the Trustee, as trustee for
the Owners;
(ii) the Class A-1 interest accrued at the Pass-Through Rate during
the preceding Accrual Period (net of the Class A-1 Certificate pro-rata
share of any Prepayment Interest Shortfall and the interest portion of
reductions due to the Relief Act in respect of the Group 1 mortgage loans)
for the Distribution Date occurring on ____________________ (the
"Applicable Distribution Date") is $____________________ (the "Class A-1
Interest");
(iii) the Class A-2 interest accrued at the Pass-Through Rate during
the preceding Accrual Period (net of the Class A-2 Certificate pro-rata
share of any Prepayment Interest Shortfall and the interest portion of
reductions due to the Relief Act in respect of the Group 1 mortgage loans)
for the Applicable Distribution Date is $__________________(the "Class A-2
Interest");
<PAGE>
(iv) the Class A-3 interest accrued at the Pass-Through Rate during
the preceding Accrual Period (net of the Class A-3 Certificate pro-rata
share of any Prepayment Interest Shortfall and the interest portion of
reductions due to the Relief Act in respect of the Group 1 mortgage loans)
for the Applicable Distribution Date is $___________________(the "Class A-3
Interest");
(v) the Class A-4 interest accrued at the Pass-Through Rate during the
preceding Accrual Period (net of the Class A-4 Certificate pro-rata share
of any Prepayment Interest Shortfall and the interest portion of reductions
due to the Relief Act in respect of the Group 1 mortgage loans) for the
Applicable Distribution Date is $___________________(the "Class A-4
Interest");
(vi) the sum of the Class A-1 Interest, Class A-2 Interest, the Class
A-3 Interest and the Class A-4 Interest in (ii), (iii), (iv) and (v) above
for the Applicable Distribution Date is $________________ (the related
"Class A Interest");
(vii) the interest portion of the Preference Amount related to Class
A-1 for the Applicable Distribution Date is $_________________(the "Class
A-1 Preference Interest");
(viii) the interest portion of the Preference Amount related to Class
A-2 for the Applicable Distribution Date is $_______________(the "Class A-2
Preference Interest");
(ix) the interest portion of the Preference Amount related to Class
A-3 for the Applicable Distribution Date is $_______________(the "Class A-3
Preference Interest");
(x) the interest portion of the Preference Amount related to Class A-4
for the Applicable Distribution Date is $_______________(the "Class A-4
Preference Interest");
(xi) the sum of the Class A-1 Preference Interest, the Class A-2
Preference Interest, the Class A-3 Preference Interest and the Class A-4
Preference Interest in (vii), (viii), (ix) and (x) above for the Applicable
Distribution Date is $__________________(the "Preference Interest");
(xii) the portion of the Carry Forward Amount related to interest with
respect to Class A-1 (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) (the "Class A-1 Carry
Forward Amount") for the Applicable Distribution Date is $______________;
(xiii) the portion of the Carry Forward Amount related to interest
with respect to Class A-2 (net of Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) (the "Class A-2 Carry
Forward Amount") for the Applicable Distribution Date is $----------------;
(xiv) the portion of the Carry Forward Amount related to interest with
respect to Class A-3 (net of Prepayment Interest Shortfall and the interest
portion of reductions due
A-2
<PAGE>
to the Relief Act) (the "Class A-3 Carry Forward Amount") for the
Applicable Distribution Date is $_______________;
(xv) the portion of the Carry Forward Amount related to interest with
respect to Class A-4 (net of Prepayment Interest Shortfall and the interest
portion of reductions due to the Relief Act) (the "Class A-4 Carry Forward
Amount") for the Applicable Distribution Date is $---------------;
(xvi) the sum of the Class A-1 Carry Forward Amount, the Class A-2
Carry Forward Amount, the Class A-3 Carry Forward Amount and the Class A-4
Carry Forward Amount set forth in (xii), (xiii), (xiv) and (xv) above is
$_____________(the related "Carry Forward Amount");
(xvii) the Subordination Deficit for the Related Loan Group, if any,
for the Applicable Distribution Date is $____________________ (the
"Subordination Deficit");
(xviii) the sum of the Class A Interest in (vi), the Preference
Interest in (xi), the Carry Forward Amount in (xvi), and the Subordination
Deficit in (xvii) is $____________________ (the "Required Distribution");
(xix) the amount of Total Available Funds for the Applicable
Distribution Date is $______________________(the "Total Available Funds")
(xx) the Required Distribution in (xviii) minus Total Available Funds
in (xix) is $________________;
(xxi) the principal portion of any Preference Amount which is payable
under the Policy and not heretofore paid is $____________________ (the
"Applicable Principal Preference Amount");
(xxii) the sum of the amount set forth in (xx) plus the Applicable
Principal Preference Amount in (xxi) is $____________________ (the "Insured
Payment");
(xxiii) the Trustee is making a claim under and pursuant to the terms
of the Policy for the dollar amount of the Insured Payment set forth in
(xxii) above to be applied to the payment of the Required Distribution for
the Applicable Distribution Date in accordance with the Agreement and for
the dollar amount of the Insured Payment set forth in (xxii) above to be
applied to the payment of any Preference Amount; and
(xxiv) the Trustee directs that payment of the Insured Payment 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:
[TRUSTEE'S ACCOUNT].
Any Person Who Knowingly And With Intent to Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact material Thereto, Commits A
Fraudulent Insurance Act, Which Is A
A-3
<PAGE>
Crime, And Shall Also Be Subject To A Civil Penalty Not To Exceed Five
Thousand Dollars And The Stated Value Of The Claim for Each Such Violation.
Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the ____ day of ____________, ____.
, as Trustee
By _____________________________________________
Title___________________________________________
A-4
CERTIFICATE GUARANTY INSURANCE POLICY
OBLIGATIONS: $94,804,000 POLICY NUMBER: 30612
Block Mortgage Finance
Asset Backed Certificates, Series 1999-2
Group 2 Certificates
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment
of the premium and subject to the terms of this Certificate Guaranty Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount equal to each full and complete Insured Payment will be
received by Bank One, National Association, or its successors, as trustee for
the Owners (the "Trustee"), on behalf of the Owners from the Insurer, for
distribution by the Trustee to each Owner of each Owner's proportionate share of
the Insured Payment. The Insurer's obligations hereunder with respect to a
particular Insured Payment shall be discharged to the extent funds equal to the
applicable Insured Payment are received by the Trustee from the Insurer, whether
or not such funds are properly applied by the Trustee. Insured Payments shall be
made only at the time set forth in this Policy, and no accelerated Insured
Payments shall be made regardless of any acceleration of the Obligations, unless
such acceleration is at the sole option of the Insurer.
Notwithstanding the foregoing paragraph, this Policy does not cover
shortfalls, if any, attributable to the liability of the Trust, any REMIC or the
Trustee for withholding taxes, if any (including interest and penalties in
respect of any such liability).
The Insurer will pay any Insured Payment that is a Preference Amount on the
Business Day following receipt on a Business Day by the Fiscal Agent (as
described below) of (i) a certified copy of the order requiring the return of
such Preference Amount, (ii) an opinion of counsel satisfactory to the Insurer
that such order is final and not subject to appeal, (iii) an assignment in such
form as is reasonably required by the Insurer, irrevocably assigning to the
Insurer all rights and claims of the Owner relating to or arising under the
Obligations against the debtor which made such preference payment or otherwise
with respect to such preference payment and (iv) appropriate instruments to
effect the appointment of the Insurer as agent for such Owner in any legal
proceeding related to such preference payment, such instruments being in a form
satisfactory to the Insurer, provided that, if such documents are received after
12:00 noon, New York City time, on such Business Day, they will be deemed to be
received on the following Business Day. Such payments shall be disbursed to the
receiver or trustee in bankruptcy named in the final order of the court
exercising jurisdiction on behalf of the Owner and not to any Owner directly
unless such Owner has returned principal or interest paid on the Obligations to
such receiver or trustee in bankruptcy, in which case such payment shall be
disbursed to such Owner.
The Insurer will pay any other amount payable hereunder no later than 12:00
noon, New York City time, on the later of the Distribution Date on which the
related Insured Payment
<PAGE>
is due or the second Business Day following receipt in New York, New York on a
Business Day by State Street Bank and Trust Company, N.A., as Fiscal Agent for
the Insurer, or any successor fiscal agent appointed by the Insurer (the "Fiscal
Agent") of a Notice (as described below), provided that, if such 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 received
by the Fiscal Agent is not in proper form or is otherwise insufficient for the
purpose of making claim hereunder, it shall be deemed not to have been received
by the Fiscal Agent for purposes of this paragraph, and the Insurer or the
Fiscal Agent, as the case may be, shall promptly so advise the Trustee and the
Trustee may submit an amended Notice.
Insured Payments due hereunder, unless otherwise stated herein, will be
disbursed by the Fiscal Agent to the Trustee on behalf of the Owners by wire
transfer of immediately available funds in the amount of the Insured Payment
less, in respect of Insured Payments related to Preference Amounts, any amount
held by the Trustee for the payment of such Insured Payment and legally
available therefor.
The Fiscal Agent is the agent of the Insurer only, and the Fiscal Agent
shall in no event be liable to Owners for any acts of the Fiscal Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.
As used herein, the following terms shall have the following meanings:
"Agreement" means the Pooling and Servicing Agreement dated as of October
1, 1999 by and among Block Mortgage Finance, Inc., as Depositor, Block Financial
Corporation, as Master Servicer, Companion Mortgage Corporation, as Seller, and
the Trustee, as trustee, without regard to any amendment or supplement thereto
unless such amendment or supplement has been approved in writing by the Insurer.
"Business Day" means any day other than a Saturday, a Sunday or a day on
which the Insurer or banking institutions in New York City or in the city in
which the corporate trust office of the Trustee under the Agreement is located
are authorized or obligated by law or executive order to close.
"Insured Payment": means, with respect to the Related Loan Group and any
Distribution Date, without duplication, (A) the excess, if any, of (i) the sum
of (a) the aggregate amount of interest accrued at the related Pass-Through Rate
during the preceding Accrual Period on the Class A Certificate Principal Balance
of the related Class A Certificates (net of any Prepayment Interest Shortfall
and the interest portion of reductions due to the Relief Act), (b) the
Preference Amount as it relates to interest previously paid on each Class of the
related Class A Certificates prior to such Distribution Date, (c) the portion of
the Carry Forward Amount related to interest with respect to each Class of the
related Class A Certificates (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) and (d) the then existing
Subordination Deficit for the Related Loan Group, if any, over (ii) Total
Available Funds (net of the Insurance Premium Amount for the Related Loan Group)
after taking into account any Principal Distribution Amount to be actually
distributed on such Distribution Date and the cross-
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<PAGE>
collateralization provisions of the Trust Fund plus (B) an amount equal to the
principal portion of the Preference Amount with respect to the Related Loan
Group.
"Notice" means the telephonic or telegraphic notice, promptly confirmed in
writing by telecopy substantially in the form of Exhibit A attached hereto, the
original of which is subsequently delivered by registered or certified mail,
from the Trustee specifying the Insured Payment which shall be due and owing on
the applicable Distribution Date.
"Owner" means each Owner (as defined in the Agreement) who, on the
applicable Distribution Date, is entitled under the terms of the applicable
Obligations to payment thereunder.
"Preference Amount" means any amount previously distributed to an Owner on
the Obligations that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy pursuant to the United States Bankruptcy
Code (11 U.S.C.), as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.
"Related Loan Group" means the Adjustable Rate Group.
Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Agreement as of the date of execution
of this Policy, without giving effect to any subsequent amendment to or
modification of the Agreement unless such amendment or modification has been
approved in writing by the Insurer.
Any notice hereunder or service of process on the Fiscal Agent of the
Insurer may be made at the address listed below for the Fiscal Agent of the
Insurer or such other address as the Insurer shall specify in writing to the
Trustee.
The notice address of the Fiscal Agent is 15th Floor, 61 Broadway, New
York, New York 10006, Attention: Municipal Registrar and Paying Agency, or such
other address as the Fiscal Agent shall specify to the Trustee in writing.
This Policy is being 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 principles thereof.
The insurance provided by this Policy is not covered by the
Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.
This Policy is not cancelable for any reason. The premium on this Policy is
not refundable for any reason including payment, or provision being made for
payment, prior to maturity of the Obligations.
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<PAGE>
IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed and
attested this 27th day of October, 1999.
MBIA INSURANCE CORPORATION
/s/ Gary Dunton
____________________________
President
Attest: /s/ Lisa Wilson
____________________________
Assistant Secretary
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<PAGE>
EXHIBIT A
TO CERTIFICATE GUARANTY INSURANCE POLICY
NUMBER 30612
NOTICE UNDER CERTIFICATE GUARANTY
INSURANCE POLICY NUMBER 30612
State Street Bank and Trust Company, N.A.,
as Fiscal Agent for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Municipal Registrar and Paying Agency
MBIA Insurance Corporation
113 King Street
Armonk, NY 10504
The undersigned, a duly authorized officer of ___________________________,
as trustee (the "Trustee"), hereby certifies to State Street Bank and Trust
Company, N.A. (the "Fiscal Agent") and MBIA Insurance Corporation (the
"Insurer"), with reference to Certificate Guaranty Insurance Policy Number:
30612 (the "Policy") issued by the Insurer in respect of the Block Mortgage
Finance Asset Backed Certificates, Series 1999-2, Group 2 Certificates (the
"Obligations"), that:
(i) the Trustee is the trustee under the Pooling and Servicing
Agreement dated as of October 1, 1999 by and among Block Mortgage Finance,
Inc., as Depositor, Block Financial Corporation, as Master Servicer,
Companion Mortgage Corporation, as Seller, and the Trustee, as trustee for
the Owners;
(ii) the Class A-5 interest accrued at the Pass-Through Rate during
the preceding Accrual Period (net of the Class A-5 Certificate pro-rata
share of any Prepayment Interest Shortfall and the interest portion of
reductions due to the Relief Act in respect of the Group 2 mortgage loans)
for the Distribution Date occurring on ____________________ (the
"Applicable Distribution Date") is $____________________ (the "Class A-5
Interest");
(iii) the Class A-6 interest accrued at the Pass-Through Rate during
the preceding Accrual Period (net of the Class A-6 Certificate pro-rata
share any Prepayment Interest Shortfall and the interest portion of
reductions due to the Relief Act in respect of the Group 2 mortgage loans)
for the Distribution Date occurring on ____________________ (the
"Applicable Distribution Date") is $____________________ (the "Class A-6
Interest");
<PAGE>
(iv) the sum of the Class A-5 Interest and the Class A-6 Interest in
(ii) and (iii) above for the Applicable Distribution Date is
$_________________ (the related "Class A Interest");
(v) the interest portion of the Preference Amount related to Class A-5
for the Applicable Distribution Date is $_________________ (the "Class A-5
Preference Interest");
(vi) the interest portion of the Preference Amount related to Class
A-6 for the Applicable Distribution Date is $_________________ (the "Class
A-6 Preference Interest");
(vii) the sum of the Class A-5 Preference Interest and the Class A-6
Preference Interest in (v) and (vi) above for the Applicable Distribution
Date is $_________________ (the "Preference Interest");
(viii) the portion of the Carry Forward Amount related to interest
with respect to Class A-5 (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) (the "Class A-5 Carry
Forward Amount") for the Applicable Distribution Date is $--------------;
(ix) the portion of the Carry Forward Amount related to interest with
respect to Class A-6 (net of any Prepayment Interest Shortfall and the
interest portion of reductions due to the Relief Act) (the "Class A-6 Carry
Forward Amount") for the Applicable Distribution Date is $______________;
(x) the sum of the Class A-5 Carry Forward Amount and the Class A-6
Carry Forward Amount set forth in (viii) and (ix) above is $______________
(the related "Carry Forward Amount");
(xi) the Subordination Deficit for the Related Loan Group, if any, for
the Applicable Distribution Date is $____________________ (the
"Subordination Deficit");
(xii) the sum of the Class A Interest in (iv), the Preference Interest
in (vii), the Carry Forward Amount in (x), and the Subordination Deficit in
(xi) is $____________________ (the "Required Distribution");
(xiii) the amount of Total Available Funds for the Applicable
Distribution Date is $______________________(the "Total Available Funds")
(xiv) the Required Distribution in (xii) minus Total Available Funds
in (xiii) is $________________;
(xv) the principal portion of any Preference Amount which is payable
under the Policy and not heretofore paid is $____________________ (the
"Applicable Principal Preference Amount");
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<PAGE>
(xvi) the sum of the amount set forth in (xiv) plus the Applicable
Principal Preference Amount in (xv) is $____________________ (the "Insured
Payment");
(xvii) the Trustee is making a claim under and pursuant to the terms
of the Policy for the dollar amount of the Insured Payment set forth in
(xvi) above to be applied to the payment of the Required Distribution for
the Applicable Distribution Date in accordance with the Agreement and for
the dollar amount of the Insured Payment set forth in (xvi) above to be
applied to the payment of any Preference Amount; and
(xviii) the Trustee directs that payment of the Insured Payment 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:
[TRUSTEE'S ACCOUNT].
Any Person Who Knowingly And With Intent to Defraud Any Insurance Company
Or Other Person Files An Application For Insurance Or Statement Of Claim
Containing Any Materially False Information, Or Conceals For The Purpose Of
Misleading, Information Concerning Any Fact material Thereto, Commits A
Fraudulent Insurance Act, Which Is A Crime, And Shall Also Be Subject To A
Civil Penalty Not To Exceed Five Thousand Dollars And The Stated Value Of
The Claim for Each Such Violation.
Any capitalized term used in this Notice and not otherwise defined herein
shall have the meaning assigned thereto in the Policy.
IN WITNESS WHEREOF, the Trustee has executed and delivered this Notice
under the Policy as of the ____ day of ____________, _____.
, as Trustee
By _____________________________________________
Title __________________________________________
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