SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 28, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of September 28, 1998, and pursuant to
which an Indenture was entered into, providing for, inter alia, the issuance of
Home Equity Loan-Backed Term Notes, Series 1998-HS3)
Residential Funding Mortgage Securities II, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-28025 41-1808858
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
4.3 Servicing Agreement dated as of September 28, 1998 among
Residential Funding Corporation, as master servicer, The Chase Manhattan Bank,
as indenture trustee, and the Home Equity Loan Trust 1998-HS3, as issuer.
4.4 Amended and Restated Trust Agreement dated as of September 28, 1998
between Residential Funding Mortgage Securities II, Inc., as depositor and
Wilmington Trust Company, as owner trustee.
4.5 Indenture dated as of September 28, 1998 between Home Equity
Loan Trust 1998-HS3, as issuer and The Chase Manhattan Bank, as indenture
trustee, and Appendix A
thereto.
10.1 Revolving Credit Loan Purchase Agreement dated as of September 28,
1998 by Residential Funding Mortgage Securities II, Inc., as purchaser and
Residential Funding Corporation, as seller.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By: /s/ Diane S. Wold
Name: Diane S. Wold
Title: Vice President
Dated: October 5, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By:
Name: Diane S. Wold
Title: Vice President
Dated:October 5, 1998
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EXHIBIT 4.3
EXECUTION COPY
RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
HOME EQUITY LOAN TRUST 1998-HS3,
as Issuer
and
THE CHASE MANHATTAN BANK
as Indenture Trustee
----------------------
SERVICING AGREEMENT
Dated as of September 28, 1998
----------------------
Revolving Credit Loans
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TABLE OF CONTENTS
Page
ARTICLE IDefinitions
Section 1.01. Definitions..............................................1
Section 1.02. Other Definitional Provisions............................2
Section 1.03. Interest Calculations....................................2
ARTICLE IIRepresentations and Warranties
Section 2.01Representations and Warranties Regarding the Master Servicer3
Section 2.02. Representations and Warranties of the Issuer.............4
Section 2.03. Enforcement of Representations and Warranties............4
ARTICLE IIIAdministration and Servicingof Revolving Credit Loans
Section 3.01. The Master Servicer......................................6
Section 3.02. Collection of Certain Revolving Credit Loan Payments.....9
Section 3.03. Withdrawals from the Custodial Account..................12
Section 3.04. Maintenance of Hazard Insurance; Property Protection
Expenses........................................................13
Section 3.05. Modification Agreements; Release or Substitution of Lien14
Section 3.06. Trust Estate; Related Documents.........................16
Section 3.07. Realization Upon Defaulted Revolving Credit Loans; Loss
Mitigation......................................................17
Section 3.08. Issuer and Indenture Trustee to Cooperate...............18
Section 3.09. Servicing Compensation; Payment of Certain Expenses by
Master Servicer.................................................19
Section 3.10. Annual Statement as to Compliance.......................20
Section 3.11. Annual Servicing Report.................................20
Section 3.12. Access to Certain Documentation and Information Regarding
the Revolving Credit Loans......................................20
Section 3.13. Maintenance of Certain Servicing Insurance Policies.....21
Section 3.14. Information Required by the Internal Revenue Service and
Reports of Foreclosures and Abandonments of Mortgaged Property..21
Section 3.15. Optional Repurchase of Defaulted Revolving Credit Loans.21
ARTICLE IVServicing Certificate
Section 4.01. Statements to Securityholders...........................22
Section 4.02. Tax Reporting...........................................24
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Page
ARTICLE VPayment Account
Section 5.01. Payment Account.........................................25
ARTICLE VIThe Master Servicer
Section 6.01. Liability of the Master Servicer........................26
Section 6.02. Merger or Consolidation of, or Assumption of the Obligations
of, the Master Servicer.........................................26
Section 6.03. Limitation on Liability of the Master Servicer and Others26
Section 6.04. Master Servicer Not to Resign...........................27
Section 6.05. Delegation of Duties....................................28
Section 6.06. Master Servicer to Pay Indenture Trustee's and Owner
Trustee's Fees and Expenses; Indemnification....................28
ARTICLE VIIDefault
Section 7.01. Servicing Default.......................................30
Section 7.02. Indenture Trustee to Act; Appointment of Successor......32
Section 7.03. Notification to Securityholders.........................33
ARTICLE VIIIMiscellaneous Provisions
Section 8.01. Amendment...............................................34
SECTION 8.02. GOVERNING LAW...........................................34
Section 8.03. Notices.................................................34
Section 8.04. Severability of Provisions..............................35
Section 8.05. Third-Party Beneficiaries...............................35
Section 8.06. Counterparts............................................35
Section 8.07. Effect of Headings and Table of Contents................35
Section 8.08. Termination Upon Purchase by the Master Servicer or
Liquidation of All Revolving Credit Loans; Partial Redemption...35
Section 8.09. Certain Matters Affecting the Indenture Trustee.........36
Section 8.10. Owner Trustee Not Liable for Related Documents..........36
EXHIBIT A - REVOLVING CREDIT LOAN SCHEDULE.................................A-1
EXHIBIT B - POWER OF ATTORNEY..............................................B-1
EXHIBIT C - FORM OF REQUEST FOR RELEASE....................................D-1
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This Servicing Agreement, dated as of September 28, 1998, among Residential
Funding Corporation (the "Master Servicer"), the Home Equity Loan Trust 1998-HS3
(the "Issuer"), and The Chase Manhattan Bank (the "Indenture Trustee").
W I T N E S S E T H T H A T:
WHEREAS, pursuant to the terms of the Revolving Credit Loan Purchase
Agreement, Residential Funding Corporation (in its capacity as Seller) will sell
to the Depositor the Revolving Credit Loans together with the Related Documents
on the Closing Date, and thereafter all Additional Balances created on or after
the Cut-off Date (except as set forth herein);
WHEREAS, the Depositor will sell the Revolving Credit Loans and all
of its rights under the Revolving Credit Loan Purchase Agreement to the Issuer,
together with the Related Documents on the Closing Date, and thereafter all
Additional Balances created on or after the Cut-off Date (except as set forth
herein);
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer will
issue and transfer to or at the direction of the Depositor, the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the direction of the Depositor, the Notes; and
WHEREAS, pursuant to the terms of this Servicing Agreement, the Master
Servicer will service the Revolving Credit Loans directly or through one or more
Subservicers;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE
Definitions
Section 1.0 Definitions. For all purposes of this Servicing Agreement,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Definitions contained in Appendix A to the
Indenture dated September 28, 1998 (the "Indenture"), between Home Equity Loan
Trust 1998-HS3, as issuer, and The Chase Manhattan Bank, as
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indenture trustee, which is incorporated by reference herein. All other
capitalized terms used herein shall have the meanings specified herein.
Section 1.0 Other Definitional Provisions. All terms defined in this
Servicing Agreement shall have the defined meanings when used in any certificate
or other document made or delivered pursuant hereto unless otherwise defined
therein.
As used in this Servicing Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Servicing Agreement or in any such certificate or other
document, and accounting terms partly defined in this Servicing Agreement or in
any such certificate or other document, to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this
Servicing Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.
The words "hereof," "herein," "hereunder" and words of similar
import when used in this Servicing Agreement shall refer to this Servicing
Agreement as a whole and not to any particular provision of this Servicing
Agreement; Section and Exhibit references contained in this Servicing Agreement
are references to Sections and Exhibits in or to this Servicing Agreement unless
otherwise specified; and the term "including" shall mean "including without
limitation".
The definitions contained in this Servicing Agreement are applicable
to the singular as well as the plural forms of such terms and to the masculine
as well as the feminine and neuter genders of such terms.
Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.
Section 1.0 Interest Calculations. All calculations of interest hereunder
that are made in respect of the Loan Balance of a Revolving Credit Loan shall be
made on a daily basis using a 365-day year. All calculations of interest on the
Securities shall be made on the basis of the actual number of days in an
Interest Period and a year assumed to consist of 360 days. The calculation of
the Servicing Fee shall be made on the basis of a 360-day year consisting of
twelve 30-day months. All dollar amounts calculated hereunder shall be rounded
to the nearest penny with one-half of one penny being rounded up.
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ARTICLE
Representations and Warranties
Section 2.0 Representations and Warranties Regarding the Master Servicer.
The Master Servicer represents and warrants to the Issuer and for the benefit of
the Indenture Trustee, as pledgee of the Revolving Credit Loans, as of the
Cut-off Date:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware and
has the corporate power to own its assets and to transact the business in
which it is currently engaged. The Master Servicer is duly qualified to do
business as a foreign corporation and is in good standing in each
jurisdiction in which the character of the business transacted by it or
properties owned or leased by it requires such qualification and in which
the failure to so qualify would have a material adverse effect on the
business, properties, assets, or condition (financial or other) of the
Master Servicer;
(ii) The Master Servicer has the power and authority to make,
execute, deliver and perform this Servicing Agreement and all of the
transactions contemplated under this Servicing Agreement, and has taken
all necessary corporate action to authorize the execution, delivery and
performance of this Servicing Agreement. When executed and delivered, this
Servicing Agreement will constitute the legal, valid and binding
obligation of the Master Servicer enforceable in accordance with its
terms, except as enforcement of such terms may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies;
(iii) The Master Servicer is not required to obtain the consent of
any other Person or any consent, license, approval or authorization from,
or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity
or enforceability of this Servicing Agreement, except for such consent,
license, approval or authorization, or registration or declaration, as
shall have been obtained or filed, as the case may be;
(iv) The execution and delivery of this Servicing Agreement and
the performance of the transactions contemplated hereby by the Master
Servicer will not violate any provision of any existing law or regulation
or any order or decree of any court applicable to the Master Servicer or
any provision of the Certificate of Incorporation or Bylaws of the Master
Servicer, or constitute a material breach of any mortgage, indenture,
contract or other agreement to which the Master Servicer is a party or by
which the Master Servicer may be bound; and
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(v) No litigation or administrative proceeding of or before any
court, tribunal or governmental body is currently pending, or to the
knowledge of the Master Servicer threatened, against the Master Servicer
or any of its properties or with respect to this Servicing Agreement or
the Securities which in the opinion of the Master Servicer has a
reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Servicing Agreement.
The foregoing representations and warranties shall survive any termination
of the Master Servicer hereunder.
Section 2.02. Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Master Servicer and for the benefit of the
Indenture Trustee, as pledgee of the Revolving Credit Loans, as of the Cut-off
Date:
(i) The Issuer is a business trust duly formed and in good
standing under the laws of the State of Delaware and has full power,
authority and legal right to execute and deliver this Servicing Agreement
and to perform its obligations under this Servicing Agreement, and has
taken all necessary action to authorize the execution, delivery and
performance by it of this Servicing Agreement; and
(ii) The execution and delivery by the Issuer of this Servicing
Agreement and the performance by the Issuer of its obligations under this
Servicing Agreement will not violate any provision of any law or
regulation governing the Issuer or any order, writ, judgment or decree of
any court, arbitrator or governmental authority or agency applicable to
the Issuer or any of its assets. Such execution, delivery, authentication
and performance will not conflict with, or result in a breach or violation
of, any mortgage, deed of trust, lease or other agreement or instrument to
which the Issuer is bound.
Section 2.03. Enforcement of Representations and Warranties. The Master
Servicer, on behalf of and subject to the direction of the Indenture Trustee, as
pledgee of the Revolving Credit Loans, or the Issuer, shall enforce the
representations and warranties of the Seller pursuant to the Revolving Credit
Loan Purchase Agreement. Upon the discovery by the Seller, the Depositor, the
Master Servicer, the Indenture Trustee, the Credit Enhancer, the Issuer, or any
Custodian of a breach of any of the representations and warranties made in the
Revolving Credit Loan Purchase Agreement, in respect of any Revolving Credit
Loan which materially and adversely affects the interests of the Securityholders
or the Credit Enhancer, the party discovering such breach shall give prompt
written notice to the other parties (any Custo-
dian being so obligated under a Custodial Agreement). The Master Servicer shall
promptly notify the Seller of such breach and request that, pursuant to the
terms of the Revolving Credit Loan Purchase Agreement, the Seller either (i)
cure such breach in all material respects within 45 days (with respect to a
breach of the representations and warranties contained in Section 3.1(a) of the
Revolving Credit Loan Purchase Agreement) or 90 days (with respect to a breach
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of the representations and warranties contained in Section 3.1(b) of the
Revolving Credit Loan Purchase Agreement) from the date the Seller was notified
of such breach or (ii) purchase such Revolving Credit Loan from the Issuer at
the price and in the manner set forth in Section 3.1(b) of the Revolving Credit
Loan Purchase Agreement; provided that the Seller shall, subject to compliance
with all the conditions set forth in the Revolving Credit Loan Purchase
Agreement, have the option to substitute an Eligible Substitute Loan or Loans
for such Revolving Credit Loan. In the event that the Seller elects to
substitute one or more Eligible Substitute Loans pursuant to Section 3.1(b) of
the Revolving Credit Loan Purchase Agreement, the Seller shall deliver to the
Issuer with respect to such Eligible Substitute Loans, the original Credit Line
Agreement, the Mortgage, and such other documents and agreements as are required
by the Revolving Credit Loan Purchase Agreement. Payments due with respect to
Eligible Substitute Loans in the month of substitution shall not be transferred
to the Issuer and will be retained by the Master Servicer and remitted by the
Master Servicer to the Seller on the next succeeding Payment Date provided a
payment at least equal to the applicable Minimum Monthly Payment has been
received by the Issuer for such month in respect of the Revolving Credit Loan to
be removed. The Master Servicer shall amend or cause to be amended the Revolving
Credit Loan Schedule to reflect the removal of such Revolving Credit Loan and
the substitution of the Eligible Substitute Loans and the Master Servicer shall
promptly deliver the amended Revolving Credit Loan Schedule to the Owner Trustee
and the Indenture Trustee.
It is understood and agreed that the obligation of the Seller to cure such
breach or purchase or substitute for such Revolving Credit Loan as to which such
a breach has occurred and is continuing shall constitute the sole remedy
respecting such breach available to the Issuer and the Indenture Trustee, as
pledgee of the Revolving Credit Loans, against the Seller. In connection with
the purchase of or substitution for any such Revolving Credit Loan by the
Seller, the Issuer shall assign to the Seller all of its right, title and
interest in respect of the Revolving Credit Loan Purchase Agreement applicable
to such Revolving Credit Loan. Upon receipt of the Repurchase Price, or upon
completion of such substitution, the Master Servicer shall notify the Custodian
and then the Custodian shall deliver the Mortgage Files to the Master Servicer,
together with all relevant endorsements and assignments prepared by the Master
Servicer which the Indenture Trustee shall execute.
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ARTICLE
Administration and Servicing
of Revolving Credit Loans
Section 3.0 The Master Servicer. The Master Servicer shall service and
administer the Revolving Credit Loans in a manner generally consistent with the
terms of the Program Guide and in a manner consistent with the terms of this
Servicing Agreement and which shall be normal and usual in its general mortgage
servicing activities and shall have full power and authority, acting alone or
through a subservicer, to do any and all things in connection with such
servicing and administration which it may deem necessary or desirable, it being
understood, however, that the Master Servicer shall at all times remain
responsible to the Issuer and the Indenture Trustee, as pledgee of the Revolving
Credit Loans, for the performance of its duties and obligations hereunder in
accordance with the terms hereof and the Program Guide. Without limiting the
generality of the foregoing, the Master Servicer shall continue, and is hereby
authorized and empowered by the Issuer and the Indenture Trustee, as pledgee of
the Revolving Credit Loans, to execute and deliver, on behalf of itself, the
Issuer, the Indenture Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments with respect to the Revolving Credit Loans and with
respect to the Mortgaged Properties. The Issuer, the Indenture Trustee and the
Custodian, as applicable, shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to carry out its servicing and administrative duties hereunder. In
addition, the Master Servicer may, at its own discretion and on behalf of the
Indenture Trustee, obtain credit information in the form of a Credit Score from
a credit repository. On the Closing Date, the Indenture Trustee shall deliver to
the Master Servicer a limited power of attorney substantially in the form of
Exhibit B hereto.
If the Mortgage relating to a Revolving Credit Loan did not have a lien
senior to the Revolving Credit Loan on the related Mortgaged Property as of the
Cut-off Date, then the Master Servicer, in such capacity, may not consent to the
placing of a lien senior to that of the Mortgage on the related Mortgaged
Property. If the Mortgage relating to a Revolving Credit Loan had a lien senior
to the Revolving Credit Loan on the related Mortgaged Property as of the Cut-off
Date, then the Master Servicer, in such capacity, may consent to the refinancing
of the prior senior lien, provided that the following requirements are met:
(i) the resulting Combined Loan-to-Value Ratio ("Combined
Loan-to-Value Ratio") of such Revolving Credit Loan is no higher than the
greater of the Combined Loan-to-Value Ratio prior to such refinancing or a
70% Combined Loan-to-Value Ratio (or a 80% Combined Loan-to-Value Ratio
for those borrowers with a Credit Score as of the Cut-off Date of 716 or
greater); provided, however, if such refinanced mortgage loan is a "rate
and term" mortgage loan (meaning, the borrower does not receive any cash
from the refinancing), the Combined Loan-to-Value Ratio may increase to
the
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extent of either (a) the reasonable closing costs of such refinancing
(generally up to a maximum of 5% of the Combined Loan-to-Value Ratio) or
(b) any decrease in the value of the related Mortgaged Property, if the
Mortgagor is in good standing; and
(ii) the interest rate for the loan evidencing the refinanced senior
lien is no higher than the interest rate on the loan evidencing the
existing senior lien immediately prior to the date of such refinancing
(meaning, in the case of an adjustable rate loan, a substantially similar
index and a gross margin no higher than that of the existing senior lien);
provided however if the loan evidencing the existing senior lien prior to
the date of refinancing is an adjustable rate loan and the loan evidencing
the refinanced senior lien is a fixed rate loan, then the interest rate on
the loan evidencing the refinanced senior lien may be up to 2.0% higher
than the then-current mortgage rate of the loan evidencing the existing
senior lien; and
(iii) the loan evidencing the refinanced senior lien is not subject
to negative amortization.
The Master Servicer may also, without prior approval of the Rating
Agencies or the Credit Enhancer, increase the Credit Limits on Revolving Credit
Loans (a "Credit Limit Increase"), provided that (i) a new appraisal is
obtained, (ii) the new Combined Loan-to-Value Ratio of any such Revolving Credit
Loan after giving effect to such increase is less than or equal to the Combined
Loan-to-Value Ratio of the Revolving Credit Loan as of the Cut-off Date, (iii)
the Master Servicer receives verbal verification of employment of the related
Mortgagor and (iv) the payment history of the related borrower is within the
underwriting parameters of the Guide. In addition, the Master Servicer may
increase the Credit Limits on Revolving Credit Loans without obtaining new
appraisals provided that clauses (ii) through (iv) of the preceding sentence are
satisfied, the Combined Loan-to-Value Ratio of the Revolving Credit Loan
following the Credit Limit Increase will be limited to 100% and at no time shall
the aggregate Principal Balance of such Revolving Credit Loans exceed 10% of the
current Pool Balance; provided further, however, that for Revolving Credit Loans
with original Combined Loan-to-Value Ratios in excess of 80%, the Combined
Loan-to-Value Ratio resulting from such Credit Limit Increase must be less than
or equal to the original Combined Loan-to-Value Ratio and at no time shall the
aggregate Principal Balance of such Revolving Credit Loans exceed 5% of the
current Pool Balance.
In connection with servicing the Revolving Credit Loans, the Master
Servicer may take reasonable actions to encourage or effect the termination of
Loan Agreements that have become dormant.
The relationship of the Master Servicer (and of any successor to the
Master Servicer as servicer under this Servicing Agreement) to the Issuer under
this Servicing Agreement is
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intended by the parties to be that of an independent contractor and not that of
a joint venturer, partner or agent.
The Master Servicer may enter into Subservicing Agreements with
Subservicers for the servicing and administration of certain of the Revolving
Credit Loans. References in this Servicing Agreement to actions taken or to be
taken by the Master Servicer in servicing the Revolving Credit Loans include
actions taken or to be taken by a Subservicer on behalf of the Master Servicer
and any amount actually received by such Subservicer in respect of a Revolving
Credit Loan shall be deemed to have been received by the Master Servicer whether
or not actually received by the Master Servicer. Each Subservicing Agreement
will be upon such terms and conditions as are not inconsistent with this
Servicing Agreement and as the Master Servicer and the Subservicer have agreed.
With the approval of the Master Servicer, a Subservicer may delegate its
servicing obligations to third-party servicers, but such Subservicers will
remain obligated under the related Subservicing Agreements. The Master Servicer
and the Subservicer may enter into amendments to the related Subservicing
Agreements; provided, however, that any such amendments shall not cause the
Revolving Credit Loans to be serviced in a manner that would be materially
inconsistent with the standards set forth in this Servicing Agreement. The
Master Servicer shall be entitled to terminate any Subservicing Agreement in
accordance with the terms and conditions thereof and without any limitation by
virtue of this Servicing Agreement; provided, however, that in the event of
termination of any Subservicing Agreement by the Master Servicer or the
Subservicer, the Master Servicer shall either act as servicer of the related
Revolving Credit Loan or enter into a Subservicing Agreement with a successor
Subservicer which will be bound by the terms of the related Subservicing
Agreement. The Master Servicer shall be entitled to enter into any agreement
with a Subservicer for indemnification of the Master Servicer and nothing
contained in this Servicing Agreement shall be deemed to limit or modify such
indemnification.
In the event that the rights, duties and obligations of the Master
Servicer are terminated hereunder, any successor to the Master Servicer in its
sole discretion may, to the extent permitted by applicable law, terminate the
existing Subservicing Agreement with any Subservicer in accordance with the
terms of the applicable Subservicing Agreement or assume the terminated Master
Servicer's rights and obligations under such subservicing arrangements which
termination or assumption will not violate the terms of such arrangements.
As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Securityholders and the Credit Enhancer, shall use reasonable
efforts to enforce the obligations of each Subservicer under the related
Subservicing Agreement, to the extent that the non-performance of any such
obligation would have a material adverse effect on a Revolving Credit Loan. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Revolving Credit
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Loans. The Master Servicer shall pay the costs of such enforcement at its own
expense, and shall be reimbursed therefor only (i) from a general recovery
resulting from such enforcement to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Revolving Credit Loan or (ii)
from a specific recovery of costs, expenses or attorneys fees against the party
against whom such enforcement is directed.
Section 3.0 Collection of Certain Revolving Credit Loan Payments. The
Master Servicer shall make reasonable efforts to collect all payments called for
under the terms and provisions of the Revolving Credit Loans, and shall, to the
extent such procedures shall be consistent with this Servicing Agreement and
generally consistent with the Program Guide, follow such collection procedures
as shall be normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, and without limiting the generality of the
foregoing, the Master Servicer may in its discretion waive any late payment
charge, penalty interest or other fees which may be collected in the ordinary
course of servicing such Revolving Credit Loan. The Master Servicer may also
extend the Due Date for payment due on a Revolving Credit Loan in accordance
with the Program Guide, provided, however, that the Master Servicer shall first
determine that any such waiver or extension will not impair the coverage of any
related insurance policy or materially adversely affect the lien of the related
Mortgage (except as described below) or the interests of the Securityholders and
the Credit Enhancer. Consistent with the terms of this Servicing Agreement, the
Master Servicer may also:
(i) waive, modify or vary any term of any Revolving Credit Loan (including
reduce the Credit Limit with respect to any Revolving Credit Loan);
(ii) consent to the postponement of strict compliance with any such term
or in any manner grant indulgence to any Mortgagor;
(iii) arrange with a Mortgagor a schedule for the payment of principal and
interest due and unpaid;
(iv) forgive any portion of the amounts contractually owed under the
Revolving Credit Loan;
(v) capitalize any past due amounts owed under the Revolving Credit Loan
by adding amounts in arrearage to the existing principal balance of the
Revolving Credit Loan (a "Capitalization Workout"), provided, however,
that the Master Servicer shall not enter into a Capitalization Workout
unless the Combined Loan-to-Value Ratio of the Revolving Credit Loan prior
to the Capitalization Workout equals or exceeds 80%;
(vi) reset the due date for the Revolving Credit Loan, or any combination
of the foregoing;
if in the Master Servicer's determination such waiver, modification,
postponement or indulgence, arrangement or other action referred to above is not
materially adverse to the interests of the Securityholders or the Credit
Enhancer and is generally consistent with the Master Servicer's
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policies with respect to revolving credit loans similar to Revolving Credit
Loans; provided, however, that the Master Servicer may not modify or permit any
Subservicer to modify any Revolving Credit Loan (including without limitation
any modification that would change the Loan Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Revolving Credit Loan), capitalize any arrearage for the related Revolving
Credit Loan or extend the final maturity date of such Revolving Credit Loan)
unless such Revolving Credit Loan is in default or, in the judgment of the
Master Servicer, such default is reasonably foreseeable. The general terms of
any waiver, modification, postponement or indulgence with respect to any of the
Revolving Credit Loans will be included in the Servicing Certificate, and such
Revolving Credit Loans will not be considered "delinquent" for the purposes of
the Basic Documents so long as the Mortgagor complies with the terms of such
waiver, modification, post-
ponement or indulgence. In addition, if a Revolving Credit Loan is in default
or, in the judgment of the Master Servicer, such default is reasonably
foreseeable, the Master Servicer may, through modification, convert such
Revolving Credit Loan to a fully amortizing closed-end loan. Notwithstanding the
foregoing, the Master Servicer in its sole discretion (i) may permit the
Mortgagor (or may enter into a modification agreement which will allow the
Mortgagor) to make monthly payments, with respect to any Billing Cycle during
the related Draw Period, in a minimum amount that will be equal to the related
finance charge for such Billing Cycle and (ii) may reduce the amount of the
Credit Limit (to an amount no less than the then current Principal Balance of
such Revolving Credit Loan) in connection with any refinancing of a senior lien
pursuant to the second paragraph of Section 3.01(a) of this Agreement.
The Master Servicer shall establish a Custodial Account, which shall
be an Eligible Account in which the Master Servicer shall deposit or cause to be
deposited any amounts repre-
senting payments and collections in respect of the Revolving Credit Loans
received by it subse-
quent to the Cut-off Date (other than in respect of the payments referred to in
the following paragraph) within one Business Day following receipt thereof (or
otherwise on or prior to the Closing Date), including the following payments and
collections received or made by it (without duplication):
(i) all payments of principal or interest on the Revolving
Credit Loans received by the Master Servicer from the respective
Subservicer, net of any portion of the interest thereof retained by the
Subservicer as Subservicing Fees;
(ii) the aggregate Repurchase Price of the Revolving Credit Loans
purchased by the Master Servicer pursuant to Section 3.15;
(iii) Net Liquidation Proceeds net of any related Foreclosure Profit;
(iv) all proceeds of any Revolving Credit Loans repurchased by
the Seller pursuant to the Revolving Credit Loan Purchase Agreement, and
all Substitution Adjustment Amounts required to be deposited in connection
with the substitution of an Eligible Substitute Loan pursuant to the
Revolving Credit Loan Purchase Agreement;
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(v) insurance proceeds, other than Net Liquidation Proceeds,
resulting from any insurance policy maintained on a Mortgaged Property;
and
(vi) amounts required to be paid by the Master Servicer pursuant
to Section 8.08.
provided, however, that with respect to each Collection Period, the Master
Servicer shall be permitted to retain from payments in respect of interest on
the Revolving Credit Loans, the Master Servicing Fee for such Collection Period.
The foregoing requirements respecting deposits to the Custodial Account are
exclusive, it being understood that, without limiting the generality of the
foregoing, the Master Servicer need not deposit in the Custodial Account amounts
representing Foreclosure Profits, fees (including annual fees) or late charge
penalties payable by Mortgagors (such amounts to be retained as additional
servicing compensation in accordance with Section 3.09 hereof), or amounts
received by the Master Servicer for the accounts of Mortgagors for application
towards the payment of taxes, insurance premiums, assessments and similar items.
In the event any amount not required to be deposited in the Custodial Account is
so deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for the notes or certificates of other series and may contain other
funds respecting payments on revolving credit loans or other mortgage loans
belonging to the Master Servicer or serviced or master serviced by it on behalf
of others. Notwithstanding such commingling of funds, the Master Servicer shall
keep records that accurately reflect the funds on deposit in the Custodial
Account that have been identified by it as being attributable to the Revolving
Credit Loans and shall hold all collections in the Custodial Account to the
extent they represent collections on the Revolving Credit Loans for the benefit
of the Trust, the Securityholders and the Indenture Trustee, as their interests
may appear. The Master Servicer shall retain all Foreclosure Profits as
additional servicing compensation.
The Master Servicer may cause the institution maintaining the Custodial
Account to invest any funds in the Custodial Account in Permitted Investments
(including obligations of the Master Servicer or any of its Affiliates, if such
obligations otherwise qualify as Permitted Investments), which shall mature not
later than the Business Day preceding the next Payment Date and shall not be
sold or disposed of prior to its maturity. Except as provided above, all income
and gain realized from any such investment shall inure to the benefit of the
Master Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of the principal amount of
any such investments shall be deposited in the Custodial Account by the Master
Servicer out of its own funds immediately as realized.
The Master Servicer will require each Subservicer to hold all funds
constituting collections on the Revolving Credit Loans, pending remittance
thereof to the Master Servicer, in one or more accounts meeting the requirements
of an Eligible Account, and invested in Permitted Investments.
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Section 3.0 Withdrawals from the Custodial Account. The Master Servicer
shall, from time to time as provided herein, make withdrawals from the Custodial
Account of amounts on deposit therein pursuant to Section 3.02 that are
attributable to the Revolving Credit Loans for the following purposes:
(i) to deposit in the Payment Account, on the Business Day prior
to each Payment Date, an amount equal to the Interest Collections and
Principal Collections required to be distributed on such Payment Date;
(ii) prior to either an Amortization Event or the Collection
Period preceding the end of the Revolving Period, to pay to the Seller,
the amount of any Additional Balances as and when created during the
related Collection Period, provided, that the aggregate amount so paid to
the Seller in respect of Additional Balances at any time during any
Collection Period shall not exceed the amount of Principal Collections
theretofore received for such Collection Period;
(iii) to the extent deposited to the Custodial Account, to
reimburse itself or the related Subservicer for previously unreimbursed
expenses incurred in maintaining individual insurance policies pursuant to
Section 3.04, or Liquidation Expenses, paid pursuant to Section 3.07 or
otherwise reimbursable pursuant to the terms of this Servicing Agreement
(to the extent not payable pursuant to Section 3.09), such withdrawal
right being limited to amounts received on particular Revolving Credit
Loans (other than any Repurchase Price in respect thereof) which represent
late recoveries of the payments for which such advances were made, or from
related Liquidation Proceeds or the proceeds of the purchase of such
Revolving Credit Loan;
(iv) to pay to itself out of each payment received on account of
interest on a Revolving Credit Loan as contemplated by Section 3.09, an
amount equal to the related Master Servicing Fee (to the extent not
retained pursuant to Section 3.02), and to pay to any Subservicer any
Subservicing Fees not previously withheld by the Subservicer;
(v) to the extent deposited in the Custodial Account to pay to
itself as additional servicing compensation any interest or investment
income earned on funds deposited in the Custodial Account and Payment
Account that it is entitled to withdraw pursuant to Sections 3.02(b) and
5.01;
(vi) to the extent deposited in the Custodial Account, to pay to
itself as additional servicing compensation any Foreclosure Profits (to
the extent permitted by law);
(vii) to pay to itself or the Seller, with respect to any
Revolving Credit Loan or property acquired in respect thereof that has
been purchased or otherwise transferred to the Seller, the Master Servicer
or other entity, all amounts received thereon
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and not required to be distributed to Securityholders as of the date on
which the related Purchase Price or Repurchase Price is determined;
(viii) to withdraw any other amount deposited in the Custodial
Account that was not required to be deposited therein pursuant to Section
3.02; and
(ix) after the occurrence of an Amortization Event, to pay to the
Seller, the Excluded Amount for each Revolving Credit Loan.
Since, in connection with withdrawals pursuant to clauses (iii), (iv), (vi) and
(vii), the Master Servicer's entitlement thereto is limited to collections or
other recoveries on the related Revolving Credit Loan, the Master Servicer shall
keep and maintain separate accounting, on a Revolving Credit Loan by Revolving
Credit Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses. Notwithstanding any other provision
of this Servicing Agreement, the Master Servicer shall be entitled to reimburse
itself for any previously unreimbursed expenses incurred pursuant to Section
3.07 or otherwise reimbursable pursuant to the terms of this Servicing Agreement
that the Master Servicer determines to be otherwise non-
recoverable (except with respect to any Revolving Credit Loan as to which the
Repurchase Price has been paid), by withdrawal from the Custodial Account of
amounts on deposit therein attributable to the Revolving Credit Loans on any
Business Day prior to the Payment Date succeeding the date of such
determination.
Section 3.0 Maintenance of Hazard Insurance; Property Protection Expenses.
The Master Servicer shall cause to be maintained for each Revolving Credit Loan
hazard insurance naming the Master Servicer or related Subservicer as loss payee
thereunder providing extended coverage in an amount which is at least equal to
the lesser of (i) the maximum insurable value of the improvements securing such
Revolving Credit Loan from time to time or (ii) the combined principal balance
owing on such Revolving Credit Loan and any mortgage loan senior to such
Revolving Credit Loan from time to time; provided, however, that such coverage
may not be less than the minimum amount required to fully compensate for any
loss or damage on a replacement cost basis. The Master Servicer shall also cause
to be maintained on property acquired upon fore-
closure, or deed in lieu of foreclosure, of any Revolving Credit Loan, fire
insurance with extended coverage in an amount which is at least equal to the
amount necessary to avoid the application of any co-insurance clause contained
in the related hazard insurance policy. Amounts collected by the Master Servicer
under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited in the Custodial Account to the extent
called for by Section 3.02. In cases in which any Mortgaged Property is located
at any time during the life of a Revolving Credit Loan in a federally designated
flood area, the hazard insurance to be maintained for the related Revolving
Credit Loan shall include flood insurance (to the extent available). All such
flood insurance shall be in amounts equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on a
replacement cost basis and (ii) the maximum
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amount of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program). The Master Servicer shall
be under no obligation to require that any Mortgagor maintain earthquake or
other additional insurance and shall be under no obligation itself to maintain
any such additional insurance on property acquired in respect of a Revolving
Credit Loan, other than pursuant to such applicable laws and regulations as
shall at any time be in force and as shall require such additional insurance. If
the Master Servicer shall obtain and maintain a blanket policy consistent with
its general mortgage servicing activities insuring against hazard losses on all
of the Revolving Credit Loans, it shall conclusively be deemed to have satis-
fied its obligations as set forth in the first sentence of this Section 3.04, it
being understood and agreed that such policy may contain a deductible clause, in
which case the Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.04 and there shall have been a loss which would
have been covered by such policy, deposit in the Custodial Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the last
Business Day of the Collection Period in the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as servicer of the Revolving Credit Loans, the Master
Servicer agrees to present, on behalf of itself, the Issuer and the Indenture
Trustee, claims under any such blanket policy.
Section 3.0 Modification Agreements; Release or Substitution of Lien. (a)
The Master Servicer or the related Subservicer, as the case may be, shall be
entitled to (A) execute assumption agreements, substitution agreements, and
instruments of satisfaction or cancellation or of partial or full release or
discharge, or any other document contemplated by this Servicing Agreement and
other comparable instruments with respect to the Revolving Credit Loans and with
respect to the Mortgaged Properties subject to the Mortgages (and the Issuer and
the Indenture Trustee each shall promptly execute any such documents on request
of the Master Servicer) and (B) approve the granting of an easement thereon in
favor of another Person, any alteration or demolition of the related Mortgaged
Property or other similar matters, if it has determined, exercising its good
faith business judgment in the same manner as it would if it were the owner of
the related Revolving Credit Loan, that the security for, and the timely and
full collectability of, such Revolving Credit Loan would not be adversely
affected thereby. A partial release pursuant to this Section 3.05 shall be
permitted only if the Combined Loan-to-Value Ratio for such Revolving Credit
Loan after such partial release does not exceed the Combined Loan-to-Value Ratio
for such Revolving Credit Loan as of the Cut-off Date. Any fee collected by the
Master Servicer or the related Subservicer for processing such request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(b) The Master Servicer may enter into an agreement with a Mortgagor to
release the lien on the Mortgaged Property relating to a Revolving Credit Loan
(the "Existing Lien"), if at the time of such agreement the Revolving Credit
Loan is current in payment of principal and interest, under any of the following
circumstances:
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(i) in any case in which, simultaneously with the release of the
Existing Lien, the Mortgagor executes and delivers to the Master Servicer
a Mortgage on a substitute Mortgaged Property, provided that the Combined
Loan-to-Value Ratio of the Revolving Credit Loan (calculated based on the
Appraised Value of the substitute Mortgaged Property) is not greater than
the Combined Loan-to-Value Ratio prior to releasing the Existing Lien;
(ii) in any case in which, simultaneously with the release of the
Existing Lien, the Mortgagor executes and delivers to the Master Servicer
a Mortgage on a substitute Mortgaged Property, provided that: (A) the
Combined Loan-to-Value Ratio of the Revolving Credit Loan (calculated
based on the Appraised Value of the substitute Mortgaged Property) is not
greater than the lesser of (1) 100% and (2) 105% of the Combined
Loan-to-Value Ratio prior to releasing the Existing Lien; and (B) the
Master Servicer determines that at least two appropriate compensating
factors are present (compensating factors may include, without limitation,
an increase in the Mortgagor's monthly cash flow after debt service, the
Mortgagor's debt-to-income ratio has not increased since origination, or
an increase in the Mortgagor's credit score); or
(iii) in any case in which, at the time of release of the Existing
Lien, the Mortgagor does not provide the Master Servicer with a Mortgage
on a substitute Mortgaged Property (any Revolving Credit Loan that becomes
and remains unsecured in accordance with this subsection, an "Unsecured
Loan"), provided that: (A) the current Combined Loan-to-Value Ratio is
greater than or equal to 85%; (B) the Master Servicer shall not permit the
release of an Existing Lien under this clause (iii) as to more than 100
Revolving Credit Loans in any calendar year; (C) at no time shall the
aggregate Principal Balance of Unsecured Loans exceed 2.5% of the then
Pool Balance; (D) the Mortgagor agrees to an automatic debit payment plan;
and (E) the Master Servicer shall provide notice to each Rating Agency
that has requested notice of such releases.
In connection with any Unsecured Loan, the Master Servicer may require the
Mortgagor to enter into an agreement under which: (i) the Loan Rate may be
increased effective until a substitute Mortgage meeting the criteria under
(i) or (ii) above is provided; or (ii) any other provision may be made
which the Master Servicer considers to be appropriate. Thereafter, the
Master Servicer shall determine in its discretion whether to accept any
proposed Mortgage on any substitute Mortgaged Property as security for the
Revolving Credit Loan, and the Master Servicer may require the Mortgagor
to agree to any further conditions which the Master Servicer considers
appropriate in connection with such substitution, which may include a
reduction of the Loan Rate (but not below the Loan Rate in effect at the
Closing Date). Any Revolving Credit Loan as to which a Mortgage on a
substitute Mortgaged Property is provided in accordance with the preceding
sentence shall no longer be deemed to be an Unsecured Loan.
Section 3.0 Trust Estate; Related Documents. When required by the
provisions of this Servicing Agreement, the Issuer or the Indenture Trustee
shall execute instruments to release
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property from the terms of the Trust Agreement, Indenture or Custodial
Agreement, as applicable, or convey the Issuer's or the Indenture Trustee's
interest in the same, in a manner and under circumstances which are not
inconsistent with the provisions of this Servicing Agreement. No party relying
upon an instrument executed by the Issuer or the Indenture Trustee as provided
in this Section 3.06 shall be bound to ascertain the Issuer's or the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.
If from time to time the Master Servicer shall deliver to the
Custodian copies of any written assurance, assumption agreement or substitution
agreement or other similar agreement pursuant to Section 3.05, the Custodian
shall check that each of such documents purports to be an original executed copy
(or a copy of the original executed document if the original executed copy has
been submitted for recording and has not yet been returned) and, if so, shall
file such documents, and upon receipt of the original executed copy from the
applicable recording office or receipt of a copy thereof certified by the
applicable recording office shall file such originals or certified copies with
the Related Documents. If any such documents submitted by the Master Servicer do
not meet the above qualifications, such documents shall promptly be returned by
the Custodian to the Master Servicer, with a direction to the Master Servicer to
forward the correct documentation.
Upon receipt of a Request for Release from the Master Servicer,
substantially in the form of Exhibit C (or an electronic request in a form
acceptable to the Custodian) to the effect that a Revolving Credit Loan has been
the subject of a final payment or a prepayment in full and the related Revolving
Credit Loan has been terminated or that substantially all Liquidation Proceeds
which have been determined by the Master Servicer in its reasonable judgment to
be finally recoverable have been recovered, and upon deposit to the Custodial
Account of such final monthly payment, prepayment in full together with accrued
and unpaid interest to the date of such payment with respect to such Revolving
Credit Loan or, if applicable, Liquidation Proceeds, the Custodian shall
promptly release the Related Documents to the Master Servicer, which the
Indenture Trustee shall execute, along with such documents as the Master
Servicer or the Mortgagor may request to evidence satisfaction and discharge of
such Revolving Credit Loan, upon request of the Master Servicer. If from time to
time and as appropriate for the servicing or foreclosure of any Revolving Credit
Loan, the Master Servicer requests the Custodian to release the Related
Documents and delivers to the Custodian a trust receipt reasonably satisfactory
to the Custodian and signed by a Responsible Officer of the Master Servicer, the
Custodian shall release the Related Documents to the Master Servicer. If such
Revolving Credit Loans shall be liquidated and the Custodian receives a
certificate from the Master Servicer as provided above, then, upon request of
the Master Servicer, the Custodian shall release the trust receipt to the Master
Servicer.
Section 3.0 Realization Upon Defaulted Revolving Credit Loans; Loss
Mitigation. With respect to such of the Revolving Credit Loans as come into and
continue in default, the Master Servicer will decide whether to (i) foreclose
upon the Mortgaged Properties securing such Revo-
lving Credit Loans, (ii) write off the unpaid principal balance of the Revolving
Credit Loans as bad debt, (iii) take a deed in lieu of foreclosure, (iv) accept
a short sale (a payoff of the Revolving
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Credit Loan for an amount less than the total amount contractually owed in order
to facilitate a sale of the Mortgaged Property by the Mortgagor) or permit a
short refinancing (a payoff of the Revolving Credit Loan for an amount less than
the total amount contractually owed in order to facilitate refinancing
transactions by the Mortgagor not involving a sale of the Mortgaged Property),
(v) arrange for a repayment plan, (vi) agree to a modification in accordance
with this Servicing Agreement, or (vii) take an unsecured note, in connection
with a negotiated release of the lien of the Mortgage in order to facilitate a
settlement with the Mortgagor; in each case subject to the rights of any related
first lien holder; provided that in connection with the foregoing if the Master
Servicer has actual knowledge that any Mortgaged Property is affected by
hazardous or toxic wastes or substances and that the acquisition of such
Mortgaged Property would not be commercially reasonable, then the Master
Servicer will not cause the Issuer or the Indenture Trustee to acquire title to
such Mortgaged Property in a foreclosure or similar proceeding. In connection
with such decision, the Master Servicer shall follow such practices (including,
in the case of any default on a related senior mortgage loan, the advancing of
funds to correct such default if deemed to be appropriate by the Master
Servicer) and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or attempted foreclosure which is not
completed or other conversion in a manner that is consistent with the provisions
of this Servicing Agreement. The foregoing is subject to the proviso that the
Master Servicer shall not be required to expend its own funds in connection with
any foreclosure or attempted foreclosure which is not completed or towards the
correction of any default on a related senior mortgage loan or restoration of
any property unless it shall determine that such expenditure will increase Net
Liquidation Proceeds. In the event of a determination by the Master Servicer
that any such expenditure previously made pursuant to this Section 3.07 will not
be reimbursable from Net Liquidation Proceeds, the Master Servicer shall be
entitled to reimbursement of its funds so expended pursuant to Section 3.03.
Notwithstanding any provision of this Servicing Agreement, a Revolving
Credit Loan may be deemed to be finally liquidated if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Revolving Credit Loan have been received; provided, however, that any
subsequent collections with respect to any such Revolving Credit Loan shall be
deposited to the Custodial Account. For purposes of determining the amount of
any Liquidation Proceeds or Insurance Proceeds, or other unscheduled
collections, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Revolving Credit Loan.
In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be issued to the Indenture Trustee, who shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such acquisition of title and cancellation of the related Revolving Credit
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Loan, such Mortgaged Property shall (except as otherwise expressly provided
herein) be considered to be an outstanding Revolving Credit Loan held as an
asset of the Issuer until such time as such property shall be sold. Consistent
with the foregoing for purposes of all calculations hereunder, so long as such
Mortgaged Property shall be considered to be an outstanding Revolving Credit
Loan it shall be assumed that, notwithstanding that the indebtedness evidenced
by the related Credit Line Agreement shall have been discharged, such Credit
Line Agreement in effect at the time of any such acquisition of title before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period will remain in effect.
Any proceeds from foreclosure proceedings or the purchase or repurchase of
any Revolving Credit Loan pursuant to the terms of this Servicing Agreement, as
well as any recovery resulting from a collection of Liquidation Proceeds or
Insurance Proceeds, will be applied in the following order of priority: first,
to reimburse the Master Servicer or the related Subservicer in accordance with
this Section 3.07; second, to the Master Servicer or the related Subservicer,
all Servicing Fees payable therefrom; third, to the extent of accrued and unpaid
interest on the related Revolving Credit Loan, at the Net Loan Rate to the
Payment Date on which such amounts are to be deposited in the Payment Account;
fourth, as a recovery of principal on the Revolving Credit Loan; and fifth, to
Foreclosure Profits.
Section 3.0 Issuer and Indenture Trustee to Cooperate. On or before each
Payment Date, the Master Servicer will notify the Indenture Trustee or the
Custodian, with a copy to the Issuer, of the termination of or the payment in
full and the termination of any Revolving Credit Loan during the preceding
Collection Period. Upon receipt of payment in full, the Master Servicer is
authorized to execute, pursuant to the authorization contained in Section 3.01,
if the assignments of Mortgage have been recorded if required under the
Revolving Credit Loan Purchase Agreement, an instrument of satisfaction
regarding the related Mortgage, which instrument of satisfaction shall be
recorded by the Master Servicer if required by applicable law and be delivered
to the Person entitled thereto. It is understood and agreed that any expenses
incurred in connection with such instrument of satisfaction or transfer shall be
reimbursed from amounts deposited in the Custodial Account. From time to time
and as appropriate for the servicing or foreclosure of any Revolving Credit
Loan, the Indenture Trustee or the Custodian shall, upon request of the Master
Servicer and delivery to the Indenture Trustee or Custodian, with a copy to the
Issuer, of a Request for Release, in the form annexed hereto as Exhibit C (or an
electronic request, in a form acceptable to the Custodian), signed by a
Servicing Officer, release or cause to be released the related Mortgage File to
the Master Servicer and the Issuer or Indenture Trustee shall promptly execute
such documents, in the forms provided by the Master Servicer, as shall be
necessary for the prosecution of any such proceedings or the taking of other
servicing actions. Such trust receipt shall obligate the Master Servicer to
return the Mortgage File to the Indenture Trustee or the Custodian (as specified
in such receipt) when the need therefor by the Master Servicer no longer exists
unless the Revolving Credit Loan shall be liquidated, in which case, upon
receipt of a certificate of a Servicing Officer similar to that hereinabove
specified, the trust receipt shall be released to the Master Servicer.
[
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In order to facilitate the foreclosure of the Mortgage securing any
Revolving Credit Loan that is in default following recordation of the
assignments of Mortgage in accordance with the provisions of the Revolving
Credit Loan Purchase Agreement, the Indenture Trustee or the Issuer shall, if so
requested in writing by the Master Servicer, promptly execute an appropriate
assignment in the form provided by the Master Servicer to assign such Revolving
Credit Loan for the purpose of collection to the Master Servicer (any such
assignment shall unambiguously indicate that the assignment is for the purpose
of collection only), and, upon such assignment, such assignee for collection
will thereupon bring all required actions in its own name and otherwise enforce
the terms of the Revolving Credit Loan and deposit or credit the Net Liquidation
Proceeds, exclusive of Foreclosure Profits, received with respect thereto in the
Custodial Account. In the event that all delinquent payments due under any such
Revolving Credit Loan are paid by the Mortgagor and any other defaults are
cured, then the assignee for collection shall promptly reassign such Revolving
Credit Loan to the Indenture Trustee and return all Related Documents to the
place where the related Mortgage File was being maintained.
In connection with the Issuer's obligation to cooperate as provided in
this Section 3.08 and all other provisions of this Servicing Agreement requiring
the Issuer to authorize or permit any actions to be taken with respect to the
Revolving Credit Loans, the Indenture Trustee, as pledgee of the Revolving
Credit Loans and as assignee of record of the Revolving Credit Loans on behalf
of the Issuer pursuant to Section 3.13 of the Indenture, expressly agrees, on
behalf of the Issuer, to take all such actions on behalf of the Issuer and to
promptly execute and return all instruments reasonably required by the Master
Servicer in connection therewith; provided that if the Master Servicer shall
request a signature of the Indenture Trustee, on behalf of the Issuer, the
Master Servicer will deliver to the Indenture Trustee an Officer's Certificate
stating that such signature is necessary or appropriate to enable the Master
Servicer to carry out its servicing and admin-
istrative duties under this Servicing Agreement.
Section 3.0 Servicing Compensation; Payment of Certain Expenses by Master
Servicer. The Master Servicer shall be entitled to receive the Master Servicing
Fee in accordance with Sections 3.02 and 3.03 as compensation for its services
in connection with servicing the Revolving Credit Loans. Moreover, additional
servicing compensation in the form of late payment charges and other receipts
not required to be deposited in the Custodial Account as specified in Section
3.02 shall be retained by the Master Servicer. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder (including payment of all other fees and expenses not expressly stated
hereunder to be for the account of the Securityholders, including, without
limitation, the fees and expenses of the Owner Trustee, Indenture Trustee and
any Custodian) and shall not be entitled to reimbursement therefor.
Section 3. Annual Statement as to Compliance. The Master Servicer will
deliver to the Issuer, each Underwriter and the Indenture Trustee, with a copy
to the Credit Enhancer, on or before March 31 of each year, beginning March 31,
1999, an Officer's Certificate stating that (i) a review of the activities of
the Master Servicer during the preceding calendar year and of its performance
under servicing agreements, including this Servicing Agreement has been made
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under such officer's supervision and (ii) to the best of such officer's
knowledge, based on such review, the Master Servicer has complied in all
material respects with the minimum servicing standards set forth in the Uniform
Single Attestation Program for Mortgage Bankers and has fulfilled all of its
material obligations in all material respects throughout such year, or, if there
has been material noncompliance with such servicing standards or a default in
the fulfillment in all material respects of any such obligation relating to this
Servicing Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
The Master Servicer shall deliver to the Issuer and the Indenture
Trustee, with a copy to the Credit Enhancer, promptly after having obtained
knowledge thereof, but in no event later than five Business Days thereafter,
written notice by means of an Officer's Certificate of any event which with the
giving of notice or the lapse of time or both, would become a Servicing Default.
Section 3. Annual Servicing Report. On or before March 31 of each year,
beginning March 31, 1999, the Master Servicer at its expense shall cause a firm
of nationally recognized independent public accountants (who may also render
other services to the Master Servicer) to furnish a report to the Issuer, the
Indenture Trustee, the Depositor, each Underwriter, the Credit Enhancer and each
Rating Agency stating its opinion that, on the basis of an examination conducted
by such firm substantially in accordance with standards established by the
American Institute of Certified Public Accountants, the assertions made pursuant
to Section 3.10 regarding compliance with the minimum servicing standards set
forth in the Uniform Single Attestation Program for Mortgage Bankers during the
preceding calendar year are fairly stated in all material respects, subject to
such exceptions and other qualifications that, in the opinion of such firm, such
accounting standards require it to report. In rendering such statement, such
firm may rely, as to matters relating to the direct servicing of revolving
credit loans by Subservicers, upon comparable statements for examinations
conducted by independent public accountants substantially in accordance with
standards established by the American Institute of Certified Public Accountants
(rendered within one year of such statement) with respect to such Subservicers.
Section 3. Access to Certain Documentation and Information Regarding the
Revolving Credit Loans. Whenever required by statute or regulation, the Master
Servicer shall provide to the Credit Enhancer, any Securityholder upon
reasonable request (or a regulator for a Securityholder) or the Indenture
Trustee, reasonable access to the documentation regarding the Revolving Credit
Loans such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices of the Master Servicer. Nothing
in this Section 3.12 shall derogate from the obligation of the Master Servicer
to observe any applicable law prohibiting disclosure of information regarding
the Mortgagors and the failure of the Master Servicer to provide access as
provided in this Section 3.12 as a result of such obligation shall not
constitute a breach of this Section 3.12.
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Section 3. Maintenance of Certain Servicing Insurance Policies. The Master
Servicer shall during the term of its service as servicer maintain in force (i)
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as master servicer hereunder and (ii) a fidelity
bond in respect of its officers, employees or agents. Each such policy or
policies and bond shall be at least equal to the coverage that would be required
by FNMA or FHLMC, whichever is greater, for Persons performing servicing for
revolving credit loans purchased by such entity.
Section 3. Information Required by the Internal Revenue Service and
Reports of Foreclosures and Abandonments of Mortgaged Property. The Master
Servicer shall prepare and deliver all federal and state information reports
with respect to the Revolving Credit Loans when and as required by all
applicable state and federal income tax laws. In particular, with respect to the
requirement under Section 6050J of the Code to the effect that the Master
Servicer or Subservicer shall make reports of foreclosures and abandonments of
any mortgaged property for each year beginning in 1998, the Master Servicer or
Subservicer shall file reports relating to each instance occurring during the
previous calendar year in which the Master Servicer (i) on behalf of the Issuer,
acquires an interest in any Mortgaged Property through foreclosure or other
comparable conversion in full or partial satisfaction of a Revolving Credit
Loan, or (ii) knows or has reason to know that any Mortgaged Property has been
abandoned. The reports from the Master Servicer or Subservicer shall be in form
and substance sufficient to meet the reporting requirements imposed by Section
6050J and Section 6050H (reports relating to mortgage interest received) of the
Code.
Section 3. Optional Repurchase of Defaulted Revolving Credit Loans.
Notwith- standing any provision in Section 3.07 to the contrary, the Master
Servicer, at its option and in its sole discretion, may repurchase any Revolving
Credit Loan delinquent in payment for a period of 60 days or longer for a price
equal to the Repurchase Price.
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ARTICLE
Servicing Certificate
Section 4.0 Statements to Securityholders. With respect to each Payment
Date, on the Business Day following the related Determination Date, the Master
Servicer shall forward to the Indenture Trustee and the Indenture Trustee
pursuant to Section 3.26 of the Indenture shall forward or cause to be forwarded
by mail to each Certificateholder, Noteholder, the Credit Enhancer, the
Depositor, the Owner Trustee, the Certificate Paying Agent and each Rating
Agency, a statement setting forth the following information (the "Servicing
Certificate") as to the Notes and Certificates, to the extent applicable:
(i) the aggregate amount of (a) Interest Collections, (b)
Principal Collections and (c) Substitution Adjustment Amounts;
(ii) the amount of such distribution as principal to the
Noteholders;
(iii) the amount of such distribution as interest to the
Noteholders, separately stating the portion thereof in respect of overdue
accrued interest;
(iv) the amount of any Credit Enhancement Draw Amount, if any, for
such Payment Date and the aggregate amount of prior draws thereunder not
yet reimbursed;
(v) the amount of such distribution as principal and interest to
the Certificateholders of the Certificates, separately stating the portion
thereof which resulted in a reduction of the Certificate Principal Balance
thereof;
(vi) the aggregate Loan Balance of the Revolving Credit Loans as
of the end of the preceding Collection Period;
(vii) the aggregate amount of Additional Balances created during
the previous Collection Period conveyed to the Issuer;
(viii) the number and aggregate Loan Balances of Revolving Credit
Loans (a) as to which the Minimum Monthly Payment is Delinquent for 30-59
days, 60-89 days and 90 or more days, respectively, (b) that are
foreclosed and (c) that have become REO, in each case as of the end of the
related Collection Period; provided, however, that such information will
not be provided on the statements relating to the first Payment Date;
(ix) the weighted average Net Loan Rate for the related Collection
Period;
(x) the aggregate Liquidation Loss Amounts with respect to the
related Collection Period, the amount of any Liquidation Loss Distribution
Amounts with respect
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to the Notes, and the aggregate of the Liquidation Loss Amounts from all
Collection Periods to date expressed as dollars and as a percentage of the
aggregate Cut-off Date Loan Balance;
(xi) the aggregate Excess Loss Amounts with respect to the related
Collection Period and the aggregate of the Excess Loss Amounts from all
Collection Periods to date;
(xii) the aggregate Special Hazard Losses, Fraud Losses, Bankruptcy
Losses and losses caused by or resulting from an Extraordinary Event with
respect to the related Collection Period and the aggregate of each of such
losses from all Collection Periods to date;
(xiii) the Note Balance of each Class of Notes and the Certificate
Principal Balance of the Certificates after giving effect to the
distribution of principal on such Payment Date;
(xiv) the aggregate Servicing Fees for the related Collection
Period and the aggregate amount of Draws for the related Collection
Period;
(xv) the number and amount of any increases in the Credit Limits
of the Revolving Credit Loans during the related Collection Period;
(xvi) the Outstanding Reserve Amount, the Undercollateralization
Amount, the Special Hazard Amount, the Fraud Loss Amount, the Bankruptcy
Loss Amount and the Reserve Amount Target immediately following such
Payment Date; and
(xvii) (a) the number and principal amount of release agreements
pursuant to Section 3.05(b) entered into during the calendar year and
since the Closing Date, stated separately, for the Revolving Credit Loans
and, the aggregate outstanding principal amount of such release agreements
expressed as a percentage of the Pool Balance with information provided
separately with respect to all Unsecured Loans and (b) the number and
principal amount of Capitalization Workouts pursuant to Section 3.02(a)(v)
entered into during the calendar year and since the Closing Date, stated
separately for the Revolving Credit Loans, and the aggregate outstanding
amount of the Capitalization Workouts expressed as a percentage of the
Pool Balance.
In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Variable
Funding Note, Term Note or Certificate, as applicable, with a $1,000
denomination.
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In addition, the Master Servicer shall forward to the Indenture Trustee
any other information reasonably requested by the Indenture Trustee necessary to
make distributions pursuant to Section 3.05 of the Indenture. Prior to the close
of business on the Business Day next succeeding each Determination Date, the
Master Servicer shall furnish a written statement to the Certificate Paying
Agent and the Indenture Trustee setting forth the aggregate amounts required to
be withdrawn from the Custodial Account and deposited into the Payment Account
on the Business Day preceding the related Payment Date pursuant to Section 3.03.
The determination by the Master Servicer of such amounts shall, in the absence
of obvious error, be presumptively deemed to be correct for all purposes
hereunder and the Owner Trustee and Indenture Trustee shall be protected in
relying upon the same without any independent check or verification. In
addition, upon the Issuer's written request, the Master Servicer shall promptly
furnish information reasonably requested by the Issuer that is reasonably
available to the Master Servicer to enable the Issuer to perform its federal and
state income tax reporting obligations.
Section 4.0 Tax Reporting. So long as Residential Funding Corporation or
any affiliate thereof owns 100% of the Certificates, then no separate federal
and state income tax returns and information returns or reports will be filed
with respect to the Issuer, and the Issuer will be treated as an entity wholly
owned by Residential Funding Corporation or an affiliate thereof.
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ARTICLE
Payment Account
Section 5.0 Payment Account. The Indenture Trustee shall establish and
maintain a Payment Account titled "The Chase Manhattan Bank, as Indenture
Trustee, for the benefit of the Securityholders, the Certificate Paying Agent
and the Credit Enhancer pursuant to the Indenture, dated as of September 28,
1998, between Home Equity Loan Trust 1998-HS3 and The Chase Manhattan Bank". The
Payment Account shall be an Eligible Account. On each Payment Date, amounts on
deposit in the Payment Account will be distributed by the Indenture Trustee in
accordance with Section 3.05 of the Indenture. The Indenture Trustee shall, upon
written request from the Master Servicer, invest or cause the institution
maintaining the Payment Account to invest the funds in the Payment Account in
Permitted Investments designated in the name of the Indenture Trustee, which
shall mature not later than the Business Day next preceding the Payment Date
next following the date of such investment (except that (i) any investment in
the institution with which the Payment Account is maintained may mature on such
Payment Date and (ii) any other investment may mature on such Payment Date if
the Indenture Trustee shall advance funds on such Payment Date to the Payment
Account in the amount payable on such investment on such Payment Date, pending
receipt thereof to the extent necessary to make distributions on the Securities)
and shall not be sold or disposed of prior to maturity. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to time. The
amount of any losses incurred in respect of any such investments shall be
deposited in the Payment Account by the Master Servicer out of its own funds
immediately as realized.
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ARTICLE VI
The Master Servicer
Section 6.0 Liability of the Master Servicer. The Master Servicer shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed upon and under-
taken by the Master Servicer herein.
Section 6.0 Merger or Consolidation of, or Assumption of the Obligations
of, the Master Servicer. Any corporation into which the Master Servicer may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Master
Servicer shall be a party, or any corporation succeeding to the business of the
Master Servicer, shall be the successor of the Master Servicer, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
The Master Servicer may assign its rights and delegate its duties and
obligations under this Servicing Agreement; provided that the Person accepting
such assignment or delegation shall be a Person which is qualified to service
revolving credit loans, is reasonably satisfactory to the Indenture Trustee (as
pledgee of the Revolving Credit Loans), the Issuer and the Credit Enhancer, is
willing to service the Revolving Credit Loans and executes and delivers to the
Indenture Trustee and the Issuer an agreement, in form and substance reasonably
satisfactory to the Credit Enhancer, the Indenture Trustee and the Issuer, 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 Servicing Agreement; provided further that each
Rating Agency's rating of the Securities in effect immediately prior to such
assignment and delegation will not be qualified, reduced, or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency), if determined without regard to the Credit
Enhancement Instrument; and provided further that the Owner Trustee receives an
Opinion of Counsel to the effect that such assignment or delegation shall not
cause the Owner Trust to be treated as a corporation for federal or state income
tax purposes.
Section 6.0 Limitation on Liability of the Master Servicer and Others.
Neither the Master Servicer nor any of the directors or officers or employees or
agents of the Master Servicer shall be under any liability to the Issuer, the
Owner Trustee, the Indenture Trustee or the Securityholders for any action taken
or for refraining from the taking of any action in good faith pursuant to this
Servicing Agreement, provided, however, that this provision shall not protect
the Master Servicer or any such Person against any liability which would
otherwise be imposed by reason of its willful misfeasance, bad faith or gross
negligence in the performance of its duties hereunder or by reason of its
reckless disregard of its obligations and duties hereunder. The Master Servicer
and any director or officer or employee or agent of the Master Servicer may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Master
Servicer and any director or officer
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or employee or agent of the Master Servicer shall be indemnified by the Issuer
and held harmless against any loss, liability or expense incurred in connection
with any legal action relating to this Servicing Agreement or the Securities,
including any amount paid to the Owner Trustee or the Indenture Trustee pursuant
to Section 6.06(b), other than any loss, liability or expense incurred by reason
of its willful misfeasance, bad faith or gross negligence in the performance of
its duties hereunder or by reason of its reckless disregard of its obligations
and duties hereunder. The Master Servicer shall not be under any obligation to
appear in, prosecute or defend any legal action which is not incidental to its
duties to service the Revolving Credit Loans in accordance with this Servicing
Agreement, and which in its opinion may involve it in any expense or liability;
provided, however, that the Master Servicer may in its sole discretion undertake
any such action which it may deem necessary or desirable in respect of this
Servicing Agreement, and the rights and duties of the parties hereto and the
interests of the Securityholders. In such event, the reasonable legal expenses
and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Issuer, and the Master Servicer shall be
entitled to be reimbursed therefor. The Master Servicer's right to indemnity or
reimbursement pursuant to this Section 6.03 shall survive any resignation or
termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect
to any losses, expenses, costs or liabilities arising prior to such resignation
or termination (or arising from events that occurred prior to such resignation
or termination).
Section 6.0 Master Servicer Not to Resign. Subject to the provisions of
Section 6.02, the Master Servicer shall not resign from the obligations and
duties hereby imposed on it except (i) upon determination that the performance
of its obligations or 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 or its subsidiaries or Affiliates, the other
activities of the Master Servicer so causing such a conflict being of a type and
nature carried on by the Master Servicer or its subsidiaries or Affiliates at
the date of this Servicing Agreement or (ii) upon satisfaction of the following
conditions: (a) the Master Servicer has proposed a successor servicer to the
Issuer and the Indenture Trustee in writing and such proposed successor servicer
is reasonably acceptable to the Issuer, the Indenture Trustee and the Credit
Enhancer; (b) each Rating Agency shall have delivered a letter to the Issuer,
the Credit Enhancer and the Indenture Trustee prior to the appoint-
ment of the successor servicer stating that the proposed appointment of such
successor servicer as Master Servicer hereunder will not result in the reduction
or withdrawal of the then current rating of the Securities, if determined
without regard to the Credit Enhancement Instrument; and (c) such proposed
successor servicer is reasonably acceptable to the Credit Enhancer, as evidenced
by a letter to the Issuer and the Indenture Trustee; provided, however, that no
such resignation by the Master Servicer shall become effective until such
successor servicer or, in the case of (i) above, the Indenture Trustee, as
pledgee of the Revolving Credit Loans, shall have assumed the Master Servicer's
responsibilities and obligations hereunder or the Indenture Trustee, as pledgee
of the Revolving Credit Loans, shall have designated a successor servicer in
accordance with Section 7.02. Any such resignation shall not relieve the Master
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as obligations that survive the resignation or termination of the
Master Servicer. Any such determination permitting the resignation of the
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Master Servicer shall be evidenced by an Opinion of Counsel to such effect
delivered to the Indenture Trustee and the Credit Enhancer.
Section 6.0 Delegation of Duties. In the ordinary course of business, the
Master Servicer at any time may delegate any of its duties hereunder to any
Person, including any of its Affiliates, who agrees to conduct such duties in
accordance with standards comparable to those with which the Master Servicer
complies pursuant to Section 3.01. Such delegation shall not relieve the Master
Servicer of its liabilities and responsibilities with respect to such duties and
shall not constitute a resignation within the meaning of Section 6.04.
Section 6.0 Master Servicer to Pay Indenture Trustee's and Owner Trustee's
Fees and Expenses; Indemnification. The Master Servicer covenants and agrees to
pay to the Owner Trustee, the Indenture Trustee and any co-trustee of the
Indenture Trustee or the Owner Trustee from time to time, and the Owner Trustee,
the Indenture Trustee and any such co-trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
each of them in the execution of the trusts created under the Trust Agreement
and the Indenture and in the exercise and performance of any of the powers and
duties under the Trust Agreement or the Indenture, as the case may be, of the
Owner Trustee, the Indenture Trustee and any co-trustee, and the Master Servicer
will pay or reimburse the Indenture Trustee and any co-trustee upon request for
all reasonable expenses, disbursements and advances incurred or made by the
Indenture Trustee or any co-trustee in accordance with any of the provisions of
this Servicing Agreement except any such expense, disbursement or advance as may
arise from its negligence, wilful misfeasance or bad faith.
The Master Servicer agrees to indemnify the Indenture Trustee and
the Owner Trustee for, and to hold the Indenture Trustee and the Owner Trustee,
as the case may be, harm-
less against, any loss, liability or expense incurred without negligence, bad
faith or willful mis-
conduct on the part of the Indenture Trustee or the Owner Trustee, as the case
may be, arising out of, or in connection with, the acceptance and administration
of the Issuer and the assets thereof, including the costs and expenses
(including reasonable legal fees and expenses) of defending the Indenture
Trustee or the Owner Trustee, as the case may be, against any claim in
connection with the exercise or performance of any of its powers or duties under
any Basic Document, provided that:
(i) with respect to any such claim, the Indenture Trustee or
Owner Trustee, as the case may be, shall have given the Master Servicer
written notice thereof promptly after the Indenture Trustee or Owner
Trustee, as the case may be, shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Issuer,
the Indenture Trustee or Owner Trustee, as the case may be, shall
cooperate and consult fully with the Master Servicer in preparing such
defense; and
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(iii) notwithstanding anything in this Servicing Agreement to the
contrary, the Master Servicer shall not be liable for settlement of any
claim by the Indenture Trustee or the Owner Trustee, as the case may be,
entered into without the prior consent of the Master Servicer.
No termination of this Servicing Agreement shall affect the obligations created
by this Section 6.06 of the Master Servicer to indemnify the Indenture Trustee
and the Owner Trustee under the conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 6.06(b) shall not pertain to any loss, liability or
expense of the Indenture Trustee or the Owner Trustee, including the costs and
expenses of defending itself against any claim, incurred in connection with any
actions taken by the Indenture Trustee or the Owner Trustee at the direction of
the Noteholders or Certificateholders, as the case may be, pursuant to the terms
of this Servicing Agreement.
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ARTICLE I
Default
Section 7.0 Servicing Default. If any one of the following events
("Servicing Default") shall occur and be continuing:
(i) Any failure by the Master Servicer to deposit in the
Custodial Account or Payment Account any deposit required to be made under
the terms of this Servicing Agreement which continues unremedied for a
period of five Business Days after the date upon which written notice of
such failure shall have been given to the Master Servicer by the Issuer or
the Indenture Trustee, or to the Master Servicer, the Issuer and the
Indenture Trustee by the Credit Enhancer; or
(ii) Failure on the part of the Master Servicer duly to observe
or perform in any material respect any other covenants or agreements of
the Master Servicer set forth in the Securities or in this Servicing
Agreement, which failure, in each case, materially and adversely affects
the interests of Securityholders or the Credit Enhancer and which
continues unremedied for a period of 45 days after the date on which
written notice of such failure, requiring the same to be remedied, and
stating that such notice is a "Notice of Default" hereunder, shall have
been given to the Master Servicer by the Issuer or the Indenture Trustee,
or to the Master Servicer, the Issuer and the Indenture Trustee by the
Credit Enhancer; or
(iii) The entry against the Master Servicer of a decree or order
by a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a trustee, conservator, receiver or
liquidator in any insolvency, conservatorship, receivership, readjustment
of debt, marshalling of assets and liabilities or similar proceed-
ings, or for the winding up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a
period of 60 consecutive days; or
(iv) The Master Servicer shall voluntarily go into liquidation,
consent to the appointment of a conservator, receiver, liquidator or
similar person in any insolvency, readjustment of debt, marshalling of
assets and liabilities or similar proceedings of or relating to the Master
Servicer or of or relating to all or substantially all of its property, or
a decree or order of a court, agency or supervisory authority having
jurisdiction in the premises for the appointment of a conservator,
receiver, liquidator or similar person in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings, or for
the winding-up or liquidation of its affairs, shall have been entered
against the Master Servicer and such decree or order shall have remained
in force undischarged, unbonded or unstayed for a period of 60 days; or
the Master Servicer shall admit in writing its inability to pay its debts
generally as they become due, file a petition to take advantage of any
applicable insolvency or reorganization statute, make an
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assignment for the benefit of its creditors or voluntarily suspend payment
of its obligations, then, and in every such case, so long as a Servicing Default
shall not have been remedied by the Master Servicer, either the Issuer or the
Indenture Trustee, with the consent of the Credit Enhancer, or the Credit
Enhancer, by notice then given in writing to the Master Servicer (and to the
Issuer and the Indenture Trustee if given by the Credit Enhancer) may terminate
all of the rights and obligations of the Master Servicer as servicer under this
Servicing Agreement other than its right to receive servicing compen sation and
expenses for servicing the Revolving Credit Loans hereunder during any period
prior to the date of such termination and the Issuer or the Indenture Trustee,
with the consent of the Credit Enhancer, or the Credit Enhancer may exercise any
and all other remedies available at law or equity. Any such notice to the Master
Servicer shall also be given to each Rating Agency, the Credit Enhancer and the
Issuer. On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer under this Servicing Agreement,
whether with respect to the Securities or the Revolving Credit Loans or
otherwise, shall pass to and be vested in the Indenture Trustee as pledgee of
the Revolving Credit Loans, pursuant to and under this Section 7.01; and,
without limitation, the Indenture Trustee is hereby authorized and empowered to
execute and deliver, on behalf of the Master Servicer, as attorney-in-fact or
otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such
notice of termination, whether to complete the transfer and endorsement of each
Revolving Credit Loan and related docu ments, or otherwise. The Master Servicer
agrees to cooperate with the Indenture Trustee in effecting the termination of
the responsibilities and rights of the Master Servicer here under, including,
without limitation, the transfer to the Indenture Trustee for the adminis
tration by it of all cash amounts relating to the Revolving Credit Loans that
shall at the time be held by the Master Servicer and to be deposited by it in
the Custodial Account, or that have been deposited by the Master Servicer in the
Custodial Account or thereafter received by the Master Servicer with respect to
the Revolving Credit Loans. All reasonable costs and expenses (including, but
not limited to, attorneys' fees) incurred in connection with amending this
Servicing Agreement to reflect such succession as Master Servicer pursuant to
this Section 7.01 shall be paid by the predecessor Master Servicer (or if the
predecessor Master Servicer is the Indenture Trustee, the initial Master
Servicer) upon presentation of reasonable documentation of such costs and
expenses.
Notwithstanding any termination of the activities of the Master Servicer
hereunder, the Master Servicer shall be entitled to receive, out of any late
collection of a payment on a Revolving Credit Loan which was due prior to the
notice terminating the Master Servicer's rights and obligations hereunder and
received after such notice, that portion to which the Master Servicer would have
been entitled pursuant to Sections 3.03 and 3.09 as well as its Master Servicing
Fee in respect thereof, and any other amounts payable to the Master Servicer
hereunder the entitlement to which arose prior to the termination of its
activities hereunder.
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Notwithstanding the foregoing, a delay in or failure of performance under
Section 7.01(i) or under Section 7.01(ii) after the applicable grace periods
specified in such Sections, shall not constitute a Servicing Default if such
delay or failure could not be prevented by the exercise of reasonable diligence
by the Master Servicer and such delay or failure was caused by an act of God or
the public enemy, acts of declared or undeclared war, public disorder, rebellion
or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes,
floods or similar causes. The pre-
ceding sentence shall not relieve the Master Servicer from using reasonable
efforts to perform its respective obligations in a timely manner in accordance
with the terms of this Servicing Agreement and the Master Servicer shall provide
the Indenture Trustee, the Credit Enhancer and the Securityholders with notice
of such failure or delay by it, together with a description of its efforts to so
perform its obligations. The Master Servicer shall immediately notify the
Indenture Trustee, the Credit Enhancer and the Owner Trustee in writing of any
Servicing Default.
Section 7.0 Indenture Trustee to Act; Appointment of Successor. On and
after the time the Master Servicer receives a notice of termination pursuant to
Section 7.01 or sends a notice pursuant to Section 6.04, the Indenture Trustee
as pledgee of the Revolving Credit Loans shall be the successor in all respects
to the Master Servicer in its capacity as servicer under this Servicing
Agreement and the transactions set forth or provided for herein and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Master Servicer by the terms and provisions hereof. Nothing in
this Servicing Agreement or in the Trust Agreement shall be construed to permit
or require the Indenture Trustee to (i) succeed to the responsibilities, duties
and liabilities of the initial Master Servicer in its capacity as Seller under
the Revolving Credit Loan Purchase Agreement, (ii) be responsible or accountable
for any act or omission of the Master Servicer prior to the issuance of a notice
of termination hereunder, (iii) require or obli-
gate the Indenture Trustee, in its capacity as successor Master Servicer, to
purchase, repurchase or substitute any Revolving Credit Loan, (iv) fund any
Additional Balances with respect to any Revolving Credit Loan, (v) fund any
losses on any Permitted Investment directed by any other Master Servicer, or
(vi) be responsible for the representations and warranties of the Master
Servicer. As compensation therefor, the Indenture Trustee shall be entitled to
such compensation as the Master Servicer would have been entitled to hereunder
if no such notice of termination had been given. Notwithstanding the above, (i)
if the Indenture Trustee is unwilling to act as successor Master Servicer, or
(ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee
as pledgee of the Revolving Credit Loans may (in the situation described in
clause (i)) or shall (in the situation described in clause (ii)) appoint or
petition a court of competent jurisdiction to appoint any established housing
and home finance institution, bank or other mortgage loan or home equity loan
servicer having a net worth of not less than $10,000,000 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;
provided that any such successor Master Servicer shall be acceptable to the
Credit Enhancer, as evidenced by the Credit Enhancer's prior written consent
which consent shall not be unreasonably withheld and provided further that the
appointment of any such successor Master Servicer will not result in the
qualification, reduction or withdrawal of the ratings assigned to the Securities
by the Rating Agencies, if determined without regard to the Credit Enhancement
Instrument. Pending appointment of a successor to the
32
<PAGE>
Master Servicer hereunder, unless the Indenture Trustee is prohibited by law
from so acting, the Indenture Trustee shall act in such capacity as hereinabove
provided. In connection with such appointment and assumption, the successor
shall be entitled to receive compensation out of payments on Revolving Credit
Loans in an amount equal to the compensation which the Master Servicer would
otherwise have received pursuant to Section 3.09 (or such lesser compensation as
the Indenture Trustee and such successor shall agree). The appointment of a
successor Master Servicer shall not affect any liability of the predecessor
Master Servicer which may have arisen under this Servicing Agreement prior to
its termination as Master Servicer (including, without limitation, the
obligation to purchase Revolving Credit Loans pursuant to Section 3.01, to pay
any deductible under an insurance policy pursuant to Section 3.04 or to
indemnify the Indenture Trustee pursuant to Section 6.06), nor shall any
successor Master Servicer be liable for any acts or omissions of the predecessor
Master Servicer or for any breach by such Master Servicer of any of its
representations or warranties contained herein or in any related document or
agreement. The Indenture Trustee and such successor shall take such action,
consistent with this Servicing Agreement, as shall be necessary to effectuate
any such succession.
Any successor, including the Indenture Trustee, to the Master
Servicer as servicer shall during the term of its service as servicer continue
to service and administer the Revolving Credit Loans for the benefit of the
Securityholders, (ii) maintain in force a policy or policies of insurance
covering errors and omissions in the performance of its obligations as Master
Servicer hereunder and a fidelity bond in respect of its officers, employees and
agents to the same extent as the Master Servicer is so required pursuant to
Section 3.13 and (iii) be bound by the terms of the Insurance Agreement.
Any successor Master Servicer, including the Indenture Trustee,
shall not be deemed in default or to have breached its duties hereunder if the
predecessor Master Servicer shall fail to deliver any required deposit to the
Custodial Account or otherwise cooperate with any required servicing transfer or
succession hereunder.
Section 7.0 Notification to Securityholders. Upon any termination of or
appointment of a successor to the Master Servicer pursuant to this Article VII
or Section 6.04, the Indenture Trustee shall give prompt written notice thereof
to the Securityholders, the Credit Enhancer, the Issuer and each Rating Agency.
33
<PAGE>
ARTICLE I
Miscellaneous Provisions
Section 8.0 Amendment. This Servicing Agreement may be amended from time
to time by the parties hereto, provided that any amendment be accompanied by a
letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to the Securities, if
determined without regard to the Credit Enhancement Instrument, and the consent
of the Credit Enhancer and the Indenture Trustee.
SECTION 8.0 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 8.0 Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certi-
fied mail, return receipt requested, to (a) in the case of the Master Servicer,
10 Universal City Plaza, Suite 2100, Universal City, California 91608,
Attention: Addition Director - Bond Administration, (b) in the case of the
Credit Enhancer, Ambac Assurance Corporation, One State Street Plaza, 17th
Floor, New York, New York 10004, Attention: Howard Pfeffer (c) in the case of
Moody's, Home Mortgage Loan Monitoring Group, 4th Floor, 99 Church Street, New
York, New York 10001 (d) in the case of Standard & Poor's, 26 Broadway, 15th
Floor, New York, New York 10004, Attention: Residential Mortgage Surveillance
Group, (e) in the case of the Owner Trustee, Wilmington Trust Company, Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, (f) in the case of the Issuer, to
Home Equity Loan Trust 1998-HS3, c/o Owner Trustee, Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, (g) in the case of the Indenture
Trustee, The Chase Manhattan Bank, 450 West 33rd Street, New York, NY, 10001,
Attention: Structured Finance Services and (h) in the case of the Underwriter,
Residential Funding Securities Corporation, 8400 Normandale Lake Boulevard,
Suite 700, Minneapolis, Minnesota 55437, Attention: Director of Compliance; or,
as to each party, at such other address as shall be designated by such party in
a written notice to each other party. Any notice required or permitted to be
mailed to a Securityholder shall be given by first class mail, postage prepaid,
at the address of such Securityholder as shown in the Register. Any notice so
mailed within the time prescribed in this Servicing Agreement shall be
conclusively presumed to have been duly given, whether or not the Securityholder
receives such notice. Any notice or other document required to be delivered or
mailed by the Indenture Trustee to any Rating Agency shall be given on a
reasonable efforts basis and only as a matter of courtesy and accommodation and
the Indenture Trustee shall have no liability for failure to delivery such
notice or document to any Rating Agency.
34
<PAGE>
Section 8.0 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Servicing Agreement shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Servicing Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Servicing
Agreement or of the Securities or the rights of the Securityholders thereof.
Section 8.0 Third-Party Beneficiaries. This Servicing Agreement will inure
to the benefit of and be binding upon the parties hereto, the Securityholders,
the Credit Enhancer, the Owner Trustee and their respective successors and
permitted assigns. Except as otherwise provided in this Servicing Agreement, no
other Person will have any right or obligation hereunder.
Section 8.0 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.
Section 8.0 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.
Section 8.0 Termination Upon Purchase by the Master Servicer or
Liquidation of All Revolving Credit Loans; Partial Redemption. The respective
obligations and responsibilities of the Master Servicer, the Issuer and the
Indenture Trustee created hereby shall terminate upon the last action required
to be taken by the Issuer pursuant to the Trust Agreement and by the Indenture
Trustee pursuant to the Indenture following the earlier of:
(i) the date on or before which the Indenture or Trust Agreement is
terminated, or
(ii) the purchase by the Master Servicer from the Issuer of all
Revolving Credit Loans and all property acquired in respect of any
Revolving Credit Loan at a price equal to 100% of the unpaid Loan Balance
of each Revolving Credit Loan, plus accrued and unpaid interest thereon at
the Weighted Average Net Loan Rate up to the day preceding the Payment
Date on which such amounts are to be distributed to Securityholders, plus
any amounts due and owing to the Credit Enhancer under the Insurance
Agreement (any unpaid Master Servicing Fee shall be deemed paid at such
time).
The right of the Master Servicer to purchase the assets of the Issuer pursuant
to clause (ii) above is conditioned upon the Pool Balance as of such date being
less than ten percent of the aggregate of the Cut-off Date Loan Balances of the
Revolving Credit Loans. If such right is exercised by the Master Servicer, the
Master Servicer shall deposit the amount calculated pursuant to clause (ii)
above with the Indenture Trustee pursuant to Section 4.10 of the Indenture and,
upon the
35
<PAGE>
receipt of such deposit, the Indenture Trustee or Custodian shall release to the
Master Servicer, the files pertaining to the Revolving Credit Loans being
purchased.
Subject to the provisions of clause (c) below, the Master Servicer
has the right to purchase a portion of the assets of the Issuer upon the Pool
Balance as of such date being less than ten percent of the aggregate of the
Cut-off Date Loan Balances of the Revolving Credit Loans at a price equal to
100% of the unpaid Loan Balance of each Revolving Credit Loan so purchased, plus
accrued and unpaid interest thereon at the Weighted Average Net Loan Rate up to
the day preceding the Payment Date on which such amounts are to be distributed
to Securityholders, plus any amounts due and owing to the Credit Enhancer under
the Insurance Agreement (any unpaid Master Servicing Fee shall be deemed paid at
such time). If such right is exercised by the Master Servicer, the Master
Servicer shall deposit the amount calculated above with the Indenture Trustee
pursuant to Section 5.02 of the Indenture and, upon the receipt of such deposit,
the Indenture Trustee or Custodian shall release to the Master Servicer, the
files pertaining to the Revolving Credit Loans being purchased.
(c) With respect to any purchase of a portion of the Revolving Credit
Loans by the Master Servicer pursuant to subsection (b) above or this subsection
(c), the following conditions must be satisfied: (i) the Master Servicer shall
have delivered to the Indenture Trustee and the Credit Enhancer a loan schedule
containing a list of all Revolving Credit Loans remaining in the Trust after
such removal; (ii) the Master Servicer shall represent and warrant that no
selection procedures adverse to the interests of the Securityholders or the
Credit Enhancer were used by the Master Servicer in selecting such Revolving
Credit Loans; and (iii) each Rating Agency shall have notified the Master
Servicer that such retransfer would not result in a reduction or withdrawal of
the ratings of the Securities, if determined without regard to the Credit
Enhancement Instrument. In lieu of a cash payment, if an Amortization Event had
previously occurred, all or a portion of such purchase price by the Master
Servicer may be in the form of Additional Balances on other Revolving Credit
Loans not previously conveyed to the Issuer.
(d) The Master Servicer, at its expense, shall prepare and deliver to the
Indenture Trustee for execution, at the time the Revolving Credit Loans are to
be released to the Master Servicer, appropriate documents assigning each such
Revolving Credit Loan from the Indenture Trustee or the Issuer to the Master
Servicer or the appropriate party.
Section 8.0 Certain Matters Affecting the Indenture Trustee. For all
purposes of this Servicing Agreement, in the performance of any of its duties or
in the exercise of any of its powers hereunder, the Indenture Trustee shall be
subject to and entitled to the benefits of Article VI of the Indenture.
Section 8. Owner Trustee Not Liable for Related Documents. The recitals
contained herein shall be taken as the statements of the Depositor, and the
Owner Trustee assumes no responsibility for the correctness thereof. The Owner
Trustee makes no representations as to the validity or sufficiency of this
Servicing Agreement, of any Basic Document or of the Certificates
36
<PAGE>
(other than the signatures of the Owner Trustee on the Certificates) or the
Notes, or of any Related Documents. The Owner Trustee shall at no time have any
responsibility or liability with respect to the sufficiency of the Owner Trust
Estate or its ability to generate the payments to be distributed to
Certificateholders under the Trust Agreement or the Noteholders under the Inden-
ture, including, the compliance by the Depositor or the Seller with any warranty
or representation made under any Basic Document or in any related document or
the accuracy of any such warranty or representation, or any action of the
Certificate Paying Agent, the Certificate Registrar or the Indenture Trustee
taken in the name of the Owner Trustee.
37
<PAGE>
IN WITNESS WHEREOF, the Master Servicer, the Indenture Trustee and the
Issuer have caused this Servicing Agreement to be duly executed by their
respective officers or representatives all as of the day and year first above
written.
RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
By:
Title: Director
HOME EQUITY LOAN TRUST 1998-HS3
By: Wilmington Trust Company, not in its
individual capacity but solely as Owner
Trustee
By:
Title: Vice President
THE CHASE MANHATTAN BANK, as Indenture
Trustee
By:
Title: Vice President
<PAGE>
EXHIBIT A
REVOLVING CREDIT LOAN SCHEDULE
TO BE PROVIDED UPON REQUEST
<PAGE>
EXHIBIT B
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PREMISES:
That The Chase Manhattan Bank, as Indenture Trustee (the "Trustee"), under the
Indenture (the "Indenture") among ________________________________________ and
the Indenture Trustee, a national banking association organized and existing
under the laws of the State of New York, and having its principal office located
at 450 West 33rd Street, in the City of New York in the State of New York, hath
made, constituted and appointed, and does by these presents make, constitute and
appoint Residential Funding Corporation, a corporation organized and existing
under the laws of the State of Delaware, its true and lawful Attorney-in-Fact,
with full power and authority to sign, execute, acknowledge, deliver, file for
record, and record any instrument on its behalf and to perform such other act or
acts as may be customarily and reasonably necessary and appropriate to
effectuate the following enumerated transactions in respect of any of the
mortgages or deeds of trust (the "Mortgages" and the "Deeds of Trust",
respectively) creating a trust or second lien or an estate in fee simple
interest in real property securing a Revolving Credit Loan and promissory notes
secured thereby (the "Mortgage Notes") for which the undersigned is acting as
Indenture Trustee for various Securityholders (whether the undersigned is named
therein as mortgagee or beneficiary or has become mortgagee by virtue of
Endorsement of the Mortgage Note secured by any such Mortgage or Deed of Trust)
and for which Residential Funding Corporation is acting as master servicer
pursuant to a Servicing Agreement, dated as of January 1, 1998 (the "Servicing
Agreement").
This appointment shall apply only to transactions which the Trustee is
authorized to enter into under the Indenture, but in no event shall apply to any
transactions other than the following enumerated transactions only:
1. The modification or re-recording of a Mortgage or Deed of Trust, where
said modification or re-recording is for the purpose of correcting the
Mortgage or Deed of Trust to conform same to the original intent of the
parties thereto or to correct title errors discovered after such title
insurance was issued and said modification or re-recording, in either
instance, does not adversely affect the lien of the Mortgage or Deed of
Trust as insured.
2. The subordination of the lien of a Mortgage or Deed of Trust to an
easement in favor of a public utility company or a government agency or
unit with powers of eminent domain; this section shall include, without
limitation, the execution of partial satisfactions/releases, partial
reconveyances or the execution of requests to trustees to accomplish same.
3. With respect to a Mortgage or Deed of Trust, the foreclosure, the taking
of a deed in lieu of foreclosure, or the completion of judicial or
non-judicial foreclosure or termination, cancellation or rescission of any
such foreclosure, including, without limitation, any and all of the
following acts:
<PAGE>
a. The substitution of trustee(s) serving under a Deed of Trust, in
accordance with state law and the Deed of Trust;
b. Statements of breach or non-performance;
c. Notices of default;
d. Cancellations/rescissions of notices of default and/or notices of sale;
e. The taking of a deed in lieu of foreclosure; and
f. Such other documents and actions as may be necessary under the terms
of the Mortgage, Deed of Trust or state law to expeditiously
complete said transactions.
4. The conveyance of the properties to the mortgage insurer, or the closing
of the title to the property to be acquired as real estate owned, or
conveyance of title to real estate owned.
5. The completion of loan assumption agreements.
6. The full satisfaction/release of a Mortgage or Deed of Trust or full
reconveyance upon payment and discharge of all sums secured thereby,
including, without limitation, cancellation of the related Mortgage Note.
7. The assignment of any Mortgage or Deed of Trust and the related Mortgage
Note, in connection with the repurchase of the Revolving Credit Loan
secured and evidenced thereby pursuant to the requirements of a
Residential Funding Corporation Seller Contract, including, with
limitation, by reason of conversion of an adjustable rate mortgage loan
from a variable rate to a fixed rate.
8. The full assignment of a Mortgage or Deed of Trust upon payment and
discharge of all sums secured thereby in conjunction with the refinancing
thereof, including, without limitation, the endorsement of the related
Mortgage Note.
9. The modification or re-recording of a Mortgage or Deed of Trust, where
said modification or re-recording is for the purpose of any modification
pursuant to Section 3.01 of the Servicing Agreement.
10. The subordination of the lien of a Mortgage or Deed of Trust, where said
subordination is in connection with any modification pursuant to Section
3.01 of the Servicing Agreement, and the execution of partial
satisfactions/releases in connection with such same Section 3.01.
<PAGE>
The undersigned gives said Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
to be done by authority hereof.
<PAGE>
Third parties without actual notice may rely upon the exercise of the power
granted under this Limited Power of Attorney; and may be satisfied that this
Limited Power of Attorney shall continue in full force and effect has not been
revoked unless an instrument of revocation has been made in writing by the
undersigned.
THE CHASE MANHATTAN BANK, not in its
individual capacity, but solely as
Indenture Trustee under the Agreements
and the Indentures
Name: Name:
Title: Title:
<PAGE>
STATE OF )
SS.
COUNTY OF )
On this __th day of September, 1998, before me the undersigned, Notary
Public of said State, personally appeared _______________________________
personally known to me to be duly authorized officers of The Chase Manhattan
Bank that executed the within instrument and personally known to me to be the
persons who executed the within instrument on behalf of The Chase Manhattan Bank
therein named, and acknowledged to me such The Chase Manhattan Bank executed the
within instrument pursuant to its by-laws.
WITNESS my hand and official seal.
Notary Public in and for the
State of
After recording, please mail to:
Attn:
<PAGE>
EXHIBIT C
FORM OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with your administration of the Revolving Credit Loans, we request
the release of the Mortgage File described below.
Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one) Revolving Credit Loan Prepaid in Full
Revolving Credit Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Servicing Agreement."
- -------------------------------------
Residential Funding Corporation
Authorized Signature
******************************************************************
TO CUSTODIAN/INDENTURE TRUSTEE: Please acknowledge this request, and check off
documents being enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or
Deed of Trust
[ ] Title Insurance Policy
[ ] Other: ___________________________
Name
Title
<PAGE>
Date
<PAGE>
<PAGE>
EXHIBIT 4.4
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Depositor
and
WILMINGTON TRUST COMPANY
as Owner Trustee
-----------------------------------------
AMENDED AND RESTATED TRUST AGREEMENT
Dated as of September 28, 1998
------------------------------------------
Home Equity Loan-Backed Certificates,
Series 1998-HS3
1
<PAGE>
Section Page
Table of Contents
Section Page
ARTICLE IDefinitions
1.01. Definitions..................................................1
1.02. Other Definitional Provisions................................1
ARTICLE IIOrganization
2.01. Name.........................................................3
----
2.02. Office.......................................................3
------
2.03. Purposes and Powers..........................................3
-------------------
2.04. Appointment of Owner Trustee.................................4
----------------------------
2.05. Initial Capital Contribution of Owner Trust Estate...........4
--------------------------------------------------
2.06. Declaration of Trust.........................................4
--------------------
2.07. Liability of the Holders of the Certificates.................4
--------------------------------------------
2.08. Title to Trust Property......................................4
-----------------------
2.09. Situs of Trust...............................................4
--------------
2.10. Representations and Warranties of the Depositor..............5
-----------------------------------------------
2.11. Payment of Trust Fees........................................5
---------------------
2.12. Purchase and Pledge of RFC Demand Note.......................6
--------------------------------------
ARTICLE IIIConveyance of the Revolving Credit Loans; Certificates
3.01. Conveyance of the Revolving Credit Loans.....................7
----------------------------------------
3.02. Initial Ownership............................................7
-----------------
3.03. The Certificates.............................................7
----------------
3.04. Authentication of Certificates...............................8
------------------------------
3.05. Registration of and Limitations on Transfer and Exchange of
Certificates ............................................8
3.06. Mutilated, Destroyed, Lost or Stolen Certificates...........11
-------------------------------------------------
3.07. Persons Deemed Certificateholders...........................11
---------------------------------
3.08. Access to List of Certificateholders' Names and Addresses...11
---------------------------------------------------------
3.09. Maintenance of Office or Agency.............................11
-------------------------------
3.10. Certificate Paying Agent....................................12
------------------------
3.11. Cooperation.................................................13
-----------
ARTICLE IVAuthority and Duties of Owner Trustee
4.01. General Authority...........................................15
-----------------
4.02. General Duties..............................................15
--------------
4.03. Action upon Instruction.....................................15
-----------------------
4.04. No Duties Except as Specified under Specified Documents or
in Instructions.........................................16
i
<PAGE>
Section Page
4.05. Restrictions................................................16
4.06. Prior Notice to Certificateholders and the Credit Enhancer
with Respect to Certain Matters...........................16
---------------
4.07. Action by Certificateholders with Respect to Certain Matters17
------------------------------------------------------------
4.08. Action by Certificateholders with Respect to Bankruptcy.....17
-------------------------------------------------------
4.09. Restrictions on Certificateholders' Power...................17
-----------------------------------------
4.10. Majority Control............................................17
----------------
4.11. Doing Business in Other Jurisdictions.......................18
-------------------------------------
ARTICLE V
Application of Trust Funds
5.01. Distributions...............................................19
-------------
5.02. Method of Payment...........................................19
-----------------
5.03. Signature on Returns........................................19
--------------------
5.04. Statements to Certificateholders............................20
--------------------------------
5.05. Tax Reporting...............................................20
-------------
ARTICLE VI
Concerning the Owner Trustee
6.01. Acceptance of Trusts and Duties.............................21
-------------------------------
6.02. Furnishing of Documents.....................................22
-----------------------
6.03. Representations and Warranties..............................22
------------------------------
6.04. Reliance; Advice of Counsel.................................23
---------------------------
6.05. Not Acting in Individual Capacity...........................23
---------------------------------
6.06. Owner Trustee Not Liable for Certificates or Related Documents23
--------------------------------------------------------------
6.07. Owner Trustee May Own Certificates and Notes................24
--------------------------------------------
ARTICLE VII
Compensation of Owner Trustee
7.01. Owner Trustee's Fees and Expenses...........................25
7.02. Indemnification.............................................25
ARTICLE VIII
Termination of Trust Agreement
8.01. Termination of Trust Agreement..............................27
ARTICLE IX
Successor Owner Trustees and Additional Owner Trustees
9.01. Eligibility Requirements for Owner Trustee..................29
------------------------------------------
9.02. Replacement of Owner Trustee................................29
----------------------------
9.03. Successor Owner Trustee.....................................30
-----------------------
9.04. Merger or Consolidation of Owner Trustee....................30
----------------------------------------
9.05. Appointment of Co-Trustee or Separate Trustee...............30
---------------------------------------------
ARTICLE X
Miscellaneous
10.01. Amendments..................................................32
----------
10.02. No Legal Title to Owner Trust Estate........................33
------------------------------------
10.03. Limitations on Rights of Others.............................33
-------------------------------
10.04. Notices.....................................................34
-------
10.05. Severability................................................34
------------
10.06. Separate Counterparts.......................................34
---------------------
10.07. Successors and Assigns......................................34
----------------------
10.08. No Petition.................................................34
-----------
10.09. No Recourse.................................................35
-----------
10.10. Headings....................................................35
--------
10.11. GOVERNING LAW...............................................35
-------------
10.12. Integration.................................................35
-----------
10.13. Rights of Credit Enhancer to Exercise Rights of
Certificateholders .....................................35
Signatures .................................................................40
EXHIBIT
Exhibit A - Form of Certificate............................................A-1
Exhibit B - Certificate of Trust of Residential Home Equity
Loan Trust 1998-HS3 ...................................B-1
Exhibit C - Form of 144A Investment Representation.........................C-1
Exhibit D - Form of Investor Representation Letter.........................D-1
Exhibit E - Form of Transferor Representation Letter.......................E-1
Exhibit F - Form of Certificate of Non-Foreign Status......................F-1
Exhibit G - Form of ERISA Representation Letter............................G-1
Exhibit H - Form of Representation Letter..................................H-1
Exhibit I - RFC Demand Note..............................................I-1
ii
<PAGE>
This Amended and Restated Trust Agreement, dated as of September 28, 1998
(as amended from time to time, this "Trust Agreement"), between RESIDENTIAL
FUNDING MORTGAGE SECURITIES II, INC., a Delaware corporation, as depositor (the
"Depositor") and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
owner trustee (the "Owner Trustee"),
WITNESSETH THAT:
WHEREAS, the Depositor and the Owner Trustee entered into a trust
agreement dated as of September 17, 1998, in connection with the formation of a
Delaware business trust (the "Original Trust Agreement");
WHEREAS, the Depositor and the Owner Trustee wish to amend and restate the
Original Trust Agreement;
NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the Depositor and the Owner Trustee agree as follows:
ARTICLE
Definitions
Section 1.0 Definitions. For all purposes of this Trust Agreement, except
as otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in Appendix A to the Indenture dated September 28, 1998 (the
"Indenture"), between Home Equity Loan Trust 1998-HS3, as issuer, and The Chase
Manhattan Bank, as indenture trustee. All other capitalized terms used herein
shall have the meanings specified herein.
Section 1.0 Other Definitional Provisions.
All terms defined in this Trust Agreement shall have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
As used in this Trust Agreement and in any certificate or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in this Trust Agreement or in any such certificate or other document,
and accounting terms partly defined in this Trust Agreement or in any such
certificate or other document to the extent not defined, shall have the
respective meanings given to them under generally accepted accounting
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles, the
definitions contained in this Trust Agreement or in any such certificate or
other document shall control.
The words "hereof," "herein," "hereunder" and words of similar
import when used in this Trust Agreement shall refer to this Trust Agreement as
a whole and not to any particular provision of this Trust Agreement; Article,
Section and Exhibit references contained in this Trust Agreement are references
to Articles, Sections and Exhibits in or to this Trust Agreement unless
otherwise specified; and the term "including" shall mean "including without
limitation".
The definitions contained in this Trust Agreement are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.
Any agreement, instrument or statute defined or referred to herein
or in any instrument or certificate delivered in connection herewith means such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of agreements or instruments) references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.
1
<PAGE>
ARTICLE
Organization
Section 2.0 Name. The trust created hereby (the "Trust") shall be known as
"Home Equity Loan Trust 1998-HS3," in which name the Owner Trustee may conduct
the business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.
Section 2.0 Office. The office of the Trust shall be in care of the Owner
Trustee at the Corporate Trust Office or at such other address in Delaware as
the Owner Trustee may designate by written notice to the Certificateholders and
the Depositor.
Section 2.0 Purposes and Powers. The purpose of the Trust is to engage
in the following activities:
to issue the Notes pursuant to the Indenture and the Certificates
pursuant to this Trust Agreement and to sell the Notes and the
Certificates;
to purchase the Revolving Credit Loans and to pay the organizational,
start-up and transactional expenses of the Trust;
to assign, grant, transfer, pledge and convey the Revolving Credit
Loans pursuant to the Indenture and to hold, manage and distribute to the
Certificateholders pur
suant to Section 5.01 any portion of the Revolving Credit Loans released
from the Lien of, and remitted to the Trust pursuant to the Indenture;
to enter into and perform its obligations under the Basic Documents to
which it is to be a party;
to engage in those activities, including entering into agreements,
that are necessary, suitable or convenient to accomplish the foregoing or
are incidental thereto or connected therewith, including, without
limitation, to accept additional contributions of equity that are not
subject to the Lien of the Indenture; and
subject to compliance with the Basic Documents, to engage in such
other activities as may be required in connection with conservation of the
Owner Trust Estate and the making of distributions to the
Certificateholders and the Noteholders.
The Trust is hereby authorized to engage in the foregoing activities. The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents while any Note is outstanding without the consent of the Holders
of a majority of the Certificate Percentage Interest of the Certificates and the
Indenture Trustee.
Section 2.0 Appointment of Owner Trustee. The Depositor hereby appoints
the Owner Trustee as trustee of the Trust effective as of the date hereof, to
have all the rights, powers and duties set forth herein.
Section 2.0 Initial Capital Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
receipt in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial corpus of the Trust and shall
be deposited in the Certificate Distribution Account. The Owner Trustee also
acknowledges on behalf of the Issuer, the receipt in trust of the Revolving
Credit Loans and a Credit Enhancement Instrument assigned to the Trust pursuant
to Section 3.01, which shall constitute the Owner Trust Estate.
Section 2.0 Declaration of Trust. The Owner Trustee hereby declares that
it shall hold the Owner Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a business trust under the Business
Trust Statute and that this Trust Agreement constitute the governing instrument
of such business trust. Effective as of the date hereof, the Owner Trustee shall
have all rights, powers and duties set forth herein and in the Business Trust
Statute with respect to accomplishing the purposes of the Trust. It is the
intention of the parties hereto that, solely for federal, state and local income
and franchise tax purposes, the Trust shall be treated as an entity wholly owned
by the Depositor or an affiliate thereof, with the assets of the entity being
the Trust Estate, and the Notes being debt of the entity and the provisions of
this Trust Agreement shall be interpreted to further this intention. If more
than one person owns the Certificates, then it is the intention of the parties
hereto, that solely for federal, state and local income and franchise tax
purposes the Trust shall be treated as a partnership, with the assets of the
partnership being the Trust Estate, the partners of the partnership being the
Certificateholders and the Notes being debt of the partnership and the
provisions of this Trust Agreement shall be interpreted to further this
intention. The parties agree that, unless otherwise required by appropriate tax
authorities, the Owner Trust will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Owner Trust as an entity wholly owned by the Depositor or an affiliate
thereof, or if two or more persons own the Certificates, as a partnership for
such tax purposes.
Section 2.0 Liability of the Holders of the Certificates. The Holders of
the Certificates shall be liable for any entity level taxes imposed on the Owner
Trust.
Section 2.0 Title to Trust Property. Legal title to the Owner Trust Estate
shall be vested at all times in the Trust as a separate legal entity except
where applicable law in any jurisdiction requires title to any part of the Owner
Trust Estate to be vested in a trustee or trustees, in which case title shall be
deemed to be vested in the Owner Trustee, a co-trustee and/or a separate
trustee, as the case may be.
Section 2.0 Situs of Trust. The Trust will be located and administered in
the State of Delaware. All bank accounts maintained by the Owner Trustee on
behalf of the Trust shall be located in the State of Delaware or the State of
New York. The Trust shall not have any employees in any state other than
Delaware; provided, however, that nothing herein shall restrict or prohibit the
Owner Trustee from having employees within or without the State of Delaware or
taking actions outside the State of Delaware in order to comply with Section
2.03. Payments will be received by the Trust only in Delaware or New York, and
payments will be made by the Trust only from Delaware or New York. The only
office of the Trust will be at the Corporate Trust Office in Delaware.
Section 2. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee that:
The Depositor is duly organized and validly existing as a
corporation in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as
such properties are currently owned and such business is presently
conducted.
The Depositor is duly qualified to do business as a foreign
corporation in good standing and has obtained all necessary licenses and
approvals in all jurisdictions in which the ownership or lease of its
property or the conduct of its business shall require such qualifications
and in which the failure to so qualify would have a material adverse
effect on the business, properties, assets or condition (financial or
other) of the Depositor and the ability of the Depositor to perform under
this Trust Agreement.
The Depositor has the power and authority to execute and
deliver this Trust Agreement and to carry out its terms; the Depositor has
full power and authority to sell and assign the property to be sold and
assigned to and deposited with the Trust as part of the Trust and the
Depositor has duly authorized such sale and assignment and deposit to the
Trust by all necessary corporate action; and the execution, delivery and
performance of this Trust Agreement have been duly authorized by the
Depositor by all necessary corporate action.
The consummation of the transactions contemplated by this
Trust Agreement and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under, the
articles of incorporation or bylaws of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by
which it is bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such indenture,
agreement or other instrument (other than pursuant to the Basic
Documents); nor violate any law or, to the best of the Depositor's
knowledge, any order, rule or regulation applicable to the Depositor of
any court or of any federal or state regulatory body, administrative
agency or other governmental instrumentality having jurisdiction over the
Depositor or its properties.
Section 2. Payment of Trust Fees. The Owner Trustee shall pay the Trust's
fees and expenses incurred with respect to the performance of the Trust's duties
under the Indenture.
Section 2. Purchase and Pledge of RFC Demand Note.
On the Closing Date, the Owner Trustee on behalf of the Issuer shall
purchase from the Seller the RFC Demand Note, which shall be issued with a
principal amount of $1,409,976 and in the form attached hereto as Exhibit I, in
exchange for cash equal to such principal amount which shall be paid from the
proceeds to the Issuer of the sale of the Term Notes. The Issuer shall then
immediately deliver to the Indenture Trustee the RFC Demand Note (with the
Indenture Trustee indicated as payee thereon), and shall pledge the RFC Demand
Note together with all proceeds thereof to the Indenture Trustee in accordance
with the Indenture. Any amounts paid under the terms of the RFC Demand Note that
are not distributed to the Noteholders, and that are released from the lien of
the Indenture to the Certificate Paying Agent in accordance with Section 3.29
thereof, shall be distributed to the Certificateholders in accordance with
Section 5.01(a) hereof.
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ARTICLE
Conveyance of the Revolving Credit Loans;
Certificates
Section 3.0 Conveyance of the Revolving Credit Loans. The Depositor,
concurrently with the execution and delivery hereof, does hereby transfer,
convey, sell and assign to the Trust, on behalf of the Holders of the Notes and
the Certificates and the Credit Enhancer, without recourse, all its right, title
and interest in and to the Revolving Credit Loans. The Depositor will also
provide the Trust with the Credit Enhancement Instrument.
The parties hereto intend that the transaction set forth herein be a sale
by the Depositor to the Trust of all of its right, title and interest in and to
the Revolving Credit Loans. In the event that the transaction set forth herein
is not deemed to be a sale, the Depositor hereby grants to the Trust a security
interest in all of its right, title and interest in, to and under the Owner
Trust Estate, all distributions thereon and all proceeds thereof; and this Trust
Agreement shall constitute a security agreement under applicable law.
Section 3.0 Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the conveyance
of the Revolving Credit Loans pursuant to Section 3.01 and the issuance of the
Certificates, the Depositor shall be the sole Certificateholder.
Section 3.0 The Certificates. The Certificates shall be issued in minimum
denominations of a Certificate Percentage Interest of 10.0000% and integral
multiples of 0.0001% in excess thereof; provided, however, that Certificates may
be issued in minimum denominations of less than 10.0000% in accordance with the
provisions of Section 3.12.
The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized officer of the Owner Trustee and
authenticated in the manner provided in Section 3.04. Certificates bearing the
manual or facsimile signatures of individuals who were, at the time when such
signatures shall have been affixed, authorized to sign on behalf of the Trust,
shall be validly issued and entitled to the benefit of this Trust Agreement,
notwithstanding that such individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of such Certificates or did
not hold such offices at the date of authentication and delivery of such
Certificates. A Person shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder hereunder upon
such Person's acceptance of a Certificate duly registered in such Person's name,
pursuant to Section 3.05.
A transferee of a Certificate shall become a Certificateholder and shall
be entitled to the rights and subject to the obligations of a Certificateholder
hereunder upon such transferee's acceptance of a Certificate duly registered in
such transferee's name pursuant to and upon satisfaction of the conditions set
forth in Section 3.05.
Section 3.0 Authentication of Certificates. Concurrently with the
acquisition of the Revolving Credit Loans by the Trust, the Owner Trustee or the
Certificate Paying Agent shall cause the Certificates in an initial Certificate
Percentage Interest of 100.00% to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by its chairman of the board, its president or any vice president,
without further corporate action by the Depositor, in authorized denominations.
No Certificate shall entitle its holder to any benefit under this Trust
Agreement or be valid for any purpose unless there shall appear on such
Certificate a certificate of authentication substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or the Certificate Paying Agent, by
manual signature; such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
Section 3.0 Registration of and Limitations on Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.09, a Certificate Register
in which, subject to such reasonable regulations as it may prescribe, the
Certificate Registrar shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Indenture
Trustee shall be the initial Certificate Registrar. If the Certificate Registrar
resigns or is removed, the Owner Trustee shall appoint a successor Certificate
Registrar.
Subject to satisfaction of the conditions set forth below, upon surrender
for registration of transfer of any Certificate at the office or agency
maintained pursuant to Section 3.09, the Owner Trustee shall execute,
authenticate and deliver (or shall cause the Certificate Registrar as its
authenticating agent to authenticate and deliver), in the name of the designated
transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of a Certificateholder,
Certificates may be exchanged for other Certificates of authorized denominations
of a like aggregate amount upon surrender of the Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.09.
Every Certificate presented or surrendered for registration of transfer or
exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
or such Certificateholder's attorney duly authorized in writing. Each
Certificate surrendered for registration of transfer or exchange shall be
cancelled and subsequently disposed of by the Certificate Registrar in
accordance with its customary practice.
No service charge shall be made for any registration of transfer or
exchange of Certificates, but the Owner Trustee or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.
Except as described below, each Certificateholder shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit F hereto.
A Certificate may be transferred to a Certificateholder unable to
establish its non-foreign status as described in the preceding paragraph only if
such Certificateholder provides an Opinion of Counsel, which Opinion of Counsel
shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar or the Depositor, satisfactory to the Depositor and the Credit
Enhancer, that such transfer (1) will not affect the tax status of the Owner
Trust and (2) will not adversely affect the interests of any Certificateholder,
Noteholder or the Credit Enhancer, including, without limitation, as a result of
the imposition of any United States federal withholding taxes on the Trust
(except to the extent that such withholding taxes would be payable solely from
amounts otherwise distributable to the Certificate of the prospective
transferee). If such transfer occurs and such foreign Certificateholder becomes
subject to such United States federal withholding taxes, any such taxes will be
withheld by the Indenture Trustee. Each Certificateholder unable to establish
its non-foreign status shall submit to the Certificate Paying Agent a copy of
its Form W-8 and shall resubmit such Form W-8 every three years.
(b)(i)No transfer, sale, pledge or other disposition of a Certificate
shall be made unless such transfer, sale, pledge or other disposition 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 of any such transfer, the Certificate Registrar or the Depositor shall
prior to such transfer require the transferee to execute (A) either (i) an
investment letter in substantially the form attached hereto as Exhibit C (or in
such form and substance reasonably satisfactory to the Certificate Registrar and
the Depositor) which investment letters shall not be an expense of the Trust,
the Owner Trustee, the Certificate Registrar, the Master Servicer or the
Depositor and which investment letter states that, among other things, such
transferee (a) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (b) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act, provided by Rule 144A or (ii) (a) a written Opinion of
Counsel acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Depositor that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar, the Master Servicer or the Depositor and (b) the transferee executes
a representation letter, substantially in the form of Exhibit D hereto, and the
transferor executes a representation letter, substantially in the form of
Exhibit E hereto, each acceptable to and in form and substance satisfactory to
the Certificate Registrar and the Depositor certifying the facts surrounding
such transfer, which representation letters shall not be an expense of the
Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer or the
Depositor and (B) the Certificate of Non-Foreign Status (in substantially the
form attached hereto as Exhibit F) acceptable to and in form and substance
reasonably satisfactory to the Certificate Registrar and the Depositor, which
certificate shall not be an expense of the Trust, the Owner Trustee, the
Certificate Registrar or the Depositor. If the Certificateholder is unable to
provide a Certificate of Non-Foreign Status, the Certificateholder must provide
an Opinion of Counsel as described in the preceding paragraph. The
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify
the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer and
the Depositor 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.
(ii) No transfer of Certificates or any interest therein shall be made to
any employee benefit plan or certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Keogh plans and bank
collective investment funds and insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject to
ERISA, or Section 4975 of the Code (collectively, "Plan"), any Person acting,
directly or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with "plan assets" of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101 ("Plan Assets")
unless the Depositor, the Owner Trustee, the Certificate Registrar and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar and
the Master Servicer that the purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor, the
Owner Trustee, the Certificate Registrar or the Master Servicer to any
obligation or liability (including obligations or liabilities under ERISA or
Section 4975 of the Code) in addition to those undertaken in this Agreement,
which Opinion of Counsel shall not be an expense of the Depositor, the Owner
Trustee, the Certificate Registrar or the Master Servicer. In lieu of such
Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person acquiring such Certificates with Plan Assets of a
Plan may provide a certification in the form of Exhibit G to this Agreement,
which the Depositor, the Owner Trustee, the Certificate Registrar and the Master
Servicer may rely upon without further inquiry or investigation. Neither an
Opinion of Counsel nor a certification will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor (in which case, the Depositor or any affiliate thereof shall be deemed
to have represented that such affiliate is not a Plan or a Person investing Plan
Assets of any Plan) and the Owner Trustee shall be entitled to conclusively rely
upon a representation (which, upon the request of the Owner Trustee, shall be a
written representation) from the Depositor of the status of such transferee as
an affiliate of the Depositor.
(ii) In addition, no transfer of a Certificate shall be permitted, and no
such transfer shall be registered by the Certificate Registrar or be effective
hereunder, unless evidenced by an Opinion of Counsel, which establishes that
such transfer or the registration of such transfer would not cause the Trust to
be classified as a publicly traded partnership, by having more than 100
Certificateholders at any time during the taxable year of the Trust, an
association taxable as a corporation, a corporation or a taxable mortgage pool
for federal and relevant state income tax purposes, which Opinion of Counsel
shall not be an expense of the Certificate Registrar and shall be an expense of
the proposed transferee. No Opinion of Counsel will be required if such transfer
is made to a nominee of an existing beneficial holder of a Certificate.
(iv) In addition, no transfer, sale, assignment, pledge or other
disposition of a Certificate shall be made unless the proposed transferee
executes a representation letter substantially in the form of Exhibit D, or
substantially in the form of Exhibit H hereto, that (1)
the transferee is acquiring the Certificate for its own behalf and is not acting
as agent or custodian for any other Person or entity in connection with such
acquisition and (2) if the transferee is a partnership, grantor trust or S
corporation for federal income tax purposes, the Certificates are not more than
50% of the assets of the partnership, grantor trust or S corporation.
Section 3.0 Mutilated, Destroyed, Lost or Stolen Certificates. If any
mutilated Certificate shall be surrendered to the Certificate Registrar, or if
the Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and there shall be delivered to
the Certificate Registrar and the Owner Trustee such security or indemnity as
may be required by them to save each of them and the Issuer from harm, then in
the absence of notice to the Certificate Registrar or the Owner Trustee that
such Certificate has been acquired by a bona fide purchaser, the Owner Trustee
shall execute on behalf of the Trust and the Owner Trustee or the Certificate
Paying Agent, as the Trust's authenticating agent, shall authenticate and
deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or
stolen Certificate, a new Certificate of like tenor and denomination. In
connection with the issuance of any new Certificate under this Section 3.06, the
Owner Trustee or the Certificate Registrar may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith. Any duplicate Certificate issued pursuant to this Section
3.06 shall constitute conclusive evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.
Section 3.0 Persons Deemed Certificateholders. Prior to due presentation of
a Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Certificate Paying Agent may treat the Person in whose name any
Certificate is registered in the
Certificate Register as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.02 and for all other purposes
whatsoever, and none of the Trust, the Owner Trustee, the Certificate Registrar
or any Paying Agent shall be bound by any notice to the contrary.
Section 3.0 Access to List of Certificateholders' Names and Addresses. The
Certificate Registrar shall furnish or cause to be furnished to the Depositor or
the Owner Trustee, within 15 days after receipt by the Certificate Registrar of
a written request therefor from the Depositor or the Owner Trustee, a list, in
such form as the Depositor or the Owner Trustee, as the case may be, may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed not to hold any of the Trust, the
Depositor, the Certificate Registrar or the Owner Trustee accountable by reason
of the disclosure of its name and address, regardless of the source from which
such information was derived.
Section 3.0 Maintenance of Office or Agency. The Owner Trustee, on behalf
of the Trust, shall maintain in the City of New York an office or offices or
agency or agencies where Certificates may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Owner Trustee
in respect of the Certificates and the Basic Documents may be served. The Owner
Trustee initially designates the Corporate Trust Office of the Indenture Trustee
as its office for such purposes. The Owner Trustee shall give prompt written
notice to the Depositor and the Certificateholders of any change in the location
of the Certificate Register or any such office or agency.
Section 3. Certificate Paying AgentThe Certificate Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account on behalf of the Trust in accordance with the provisions of the
Certificates and Section 5.01 hereof from payments remitted to the Certificate
Paying Agent by the Indenture Trustee pursuant to Section 3.05 of the Indenture.
The Trust hereby appoints the Indenture Trustee as Certificate Paying Agent and
the Indenture Trustee hereby accepts such appointment and further agrees that it
will be bound by the provisions of this Trust Agreement relating to the
Certificate Paying Agent and shall:
(i hold all sums held by it for the payment of amounts due with
respect to the Certificates in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;
(ii give the Owner Trustee notice of any default by the Trust of
which it has actual knowledge in the making of any payment required to be
made with respect to the Certificates;
(iii at any time during the continuance of any such default, upon
the written request of the Owner Trustee, forthwith pay to the Owner
Trustee on behalf of the Trust all sums so held in Trust by such
Certificate Paying Agent;
(iv immediately resign as Certificate Paying Agent and forthwith
pay to the Owner Trustee on behalf of the Trust all sums held by it in
trust for the payment of Certificates if at any time it ceases to meet the
standards required to be met by the Certificate Paying Agent at the time
of its appointment;
(v comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Certificates of any
applicable withholding taxes imposed thereon and with respect to any
applicable reporting requirements in connection therewith; and
(vi deliver to the Owner Trustee a copy of the report to
Certificateholders prepared with respect to each Payment Date by the
Master Servicer pursuant to Section 4.01 of the Servicing Agreement.
The Trust may revoke such power and remove the Certificate Paying Agent if
the Owner Trustee determines in its sole discretion that the Certificate Paying
Agent shall have failed to perform its obligations under this Trust Agreement in
any material respect. The Indenture Trustee shall be permitted to resign as
Certificate Paying Agent upon 30 days' written notice to the Owner Trustee;
provided the Indenture Trustee is also resigning as Paying Agent under the
Indenture at such time. In the event that the Indenture Trustee shall no longer
be the Certificate Paying Agent under this Trust Agreement and Paying Agent
under the Indenture, the Owner Trustee shall appoint a successor to act as
Certificate Paying Agent (which shall be a bank or trust company) and which
shall also be the successor Paying Agent under the Indenture. The Owner Trustee
shall cause such successor Certificate Paying Agent or any additional
Certificate Paying Agent appointed by the Owner Trustee to execute and deliver
to the Owner Trustee an instrument to the effect set forth in this Section 3.10
as it relates to the Certificate Paying Agent. The Certificate Paying Agent
shall return all unclaimed funds to the Trust and upon removal of a Certificate
Paying Agent such Certificate Paying Agent shall also return all funds in its
possession to the Trust. The provisions of Sections 6.01, 6.03, 6.04 and 7.01
shall apply to the Certificate Paying Agent to the extent applicable. Any
reference in this Agreement to the Certificate Paying Agent shall include any
co-paying agent unless the context requires otherwise.
The Certificate Paying Agent shall establish and maintain with
itself the Certificate Distribution Account in which the Certificate Paying
Agent shall deposit, on the same day as it is received from the Indenture
Trustee, each remittance received by the Certificate Paying Agent with respect
to payments made pursuant to the Indenture. The Certificate Paying Agent shall
make all distributions of Certificate Distribution Amounts on the Certificates,
from moneys on deposit in the Certificate Distribution Account.
Section 3. Cooperation. The Owner Trustee shall cooperate in all respects
with any reasonable request by the Credit Enhancer for action to preserve or
enforce the Credit Enhancer's rights or interest under this Trust Agreement or
the Insurance Agreement, consistent with this Trust Agreement and without
limiting the rights of the Certificateholders as otherwise expressly set forth
in this Trust Agreement.
Section 3. Additional Certificate Security Balances Upon Issuance of
Capped Funding Notes. On any date on which Variable Funding Notes are exchanged
for Capped Funding Notes pursuant to Section 4.01(d) of the Indenture, the
Security Balance of one or more Certificates shall be increased in an amount
equal to the Additional Certificate Security Balance as required pursuant to the
Opinion of Counsel required to be delivered pursuant to Section 4.01(d) of the
Indenture in connection with the issuance of the Capped Funding Notes. In
addition, on any Payment Date on which the Additional Balance Differential for
such Payment Date if added to the aggregate Security Balance of the Variable
Funding Notes (after application of any principal payments to be made thereon on
such Payment Date) would cause the aggregate Security Balance thereof to exceed
the Maximum Variable Funding Balance, then the Security Balance of one or more
Certificates shall be increased by the amount of such excess.
100.00% of the value of the Additional Certificate Security Balance
shall be added to any Certificate held by the Seller or an Affiliate thereof
without the consent of the other Certificateholders; or if no such Certificate
exists, a new Certificate or Certificates shall be issued at the direction of
the Seller or an Affiliate thereof having in the aggregate a Security Balance
equal to such 100.00% of such value. Alternatively, the Depositor may allocate
any portion of such value to a Certificateholder other than the Depositor or an
Affiliate thereof, provided that such Certificateholder provides its written
consent to the Depositor and the Owner Trustee.
Following such increase, the Certificate Percentage Interest of each
Certificate shall be recalculated, the numerator of which shall be the value
thereof including the respective value of the portion of the Additional
Certificate Security Balance added thereto pursuant to this Section 3.12, and
the denominator of which shall be the value of all the Certificates following
such increase. The Owner Trustee shall issue new Certificates with new
Certificate Percentage Interests to each Holder of the Certificates, with such
Certificate Percentage Interests calculated to four decimal places. In addition,
the new Certificates may be issued in minimum denominations of 0.0001% and
integral multiples of 0.0001% in excess thereof. This subsection, and
subsections (d) and (e) below, shall not apply in the event that any Additional
Certificate Security Balance is allocated in accordance with subsection (b)
either (i) at any time when there is only one Certificateholder, or (ii) at any
time when there is more than one Certificateholder if such Additional
Certificate Security Balance is allocated on a pro rata basis among all
Certificates.
For purposes of the foregoing, the "value" of any Certificate or any
Additional Certificate Security Balance added thereto shall be determined by the
Seller in its sole discretion based on reasonable cash flow assumptions and
valuation methods, and any such determination shall be binding on the
Certificateholders. If the Seller is unable to determine the "value," the Owner
Trustee shall determine the "value" using the same assumptions and methods.
The Owner Trustee, the Indenture Trustee and the Issuer agree to
cooperate with each other and the Depositor and the Seller and to cause no
unreasonable delay in adjusting the Certificate Percentage Interests of the
Certificates pursuant to this Section 3.12 and the issuing of Capped Funding
Notes in connection with Section 4.01(d) of the Indenture.
3
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ARTICLE
Authority and Duties of Owner Trustee
Section 4.0 General Authority. The Owner Trustee is authorized and
directed to execute and deliver the Basic Documents to which the Trust is to be
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument described herein, in each case, in
such form as the Owner Trustee shall approve, as evidenced conclusively by the
Owner Trustee's execution thereof. In addition to the foregoing, the Owner
Trustee is obligated to take all actions required of the Trust pursuant to the
Basic Documents.
Section 4.0 General Duties. The Owner Trustee shall be responsible to
administer the Trust pursuant to the terms of this Trust Agreement and the Basic
Documents to which the Trust is a party and in the interest of the
Certificateholders, subject to the Basic Documents and in accordance with the
provisions of this Trust Agreement.
Section 4.0 Action upon Instruction. Subject to this Article IV and in
accordance with the terms of the Basic Documents, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust.
Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to this Article IV.
Notwithstanding the foregoing, the Owner Trustee shall not be
required to take any action hereunder or under any Basic Document if the Owner
Trustee shall have reasonably determined, or shall have been advised by counsel,
that such action is likely to result in liability on the part of the Owner
Trustee or is contrary to the terms hereof or of any Basic Document or is
otherwise contrary to law.
Whenever the Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Trust Agreement or
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the application of any provision of this Trust Agreement or any Basic Document
or any such provision is ambiguous as to its application, or is, or appears to
be, in conflict with any other applicable provision, or in the event that this
Trust Agreement permits any determination by the Owner Trustee or is silent or
is incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate under the circumstances) to
the Certificateholders (with a copy to the Credit Enhancer) requesting
instruction as to the course of action to be adopted, and to the extent the
Owner Trustee acts in good faith in accordance with any written instructions
received from Holders of Certificates representing a majority of the Security
Balance thereof, the Owner Trustee shall not be liable on account of such action
to any Person. If the Owner Trustee shall not have received appropriate
instruction within 10 days of such notice (or within such shorter period of time
as reasonably may be specified in such notice or may be necessary under the
circumstances) it may, but shall be under no duty to,
take or refrain from taking such action not inconsistent with this Trust
Agreement or the Basic Documents, as it shall deem to be in the best interests
of the Certificateholders, and the Owner Trustee shall have no liability to any
Person for such action or inaction.
Section 4.0 No Duties Except as Specified under Specified Documents or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee is a party, except as expressly provided in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee pursuant to this Trust Agreement, in accordance with the Basic Documents
and in accordance with any document or instruction delivered to the Owner
Trustee pursuant to Section 4.03; and no implied duties or obligations shall be
read into this Trust Agreement or any Basic Document against the Owner Trustee.
The Owner Trustee shall have no responsibility for filing any financing or
continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it
hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense, promptly
take all action as may be necessary to discharge any liens on any part of the
Owner Trust Estate that result from actions by, or claims against, the Owner
Trustee that are not related to the ownership or the administration of the Owner
Trust Estate.
Section 4.0 Restrictions. The Owner Trustee shall not take any action (x)
that is inconsistent with the purposes of the Trust set forth in Section 2.03 or
(y) that, to the actual knowledge of the Owner Trustee, would result in the
Trust becoming taxable as a corporation for federal income tax purposes. The
Certificateholders shall not direct the Owner Trustee to take action that would
violate the provisions of this Section 4.05.
The Owner Trustee shall not convey or transfer any of the Trust's
properties or assets, including those included in the Trust Estate, to any
person unless (a) it shall have received an Opinion of Counsel to the effect
that such transaction will not have any material adverse tax consequence to the
Trust or any Certificateholder and (b) such conveyance or transfer shall not
violate the provisions of Section 3.16(b) of the Indenture.
Section 4.0 Prior Notice to Certificateholders and the Credit Enhancer
with Respect to Certain Matters. With respect to the following matters, the
Owner Trustee shall not take action unless, at least 30 days before the taking
of such action, the Owner Trustee shall have notified the Certificateholders and
the Credit Enhancer in writing of the proposed action and Holders of
Certificates representing a majority of the Security Balance thereof and the
Credit Enhancer shall not have notified the Owner Trustee in writing prior to
the 30th day after such notice is given that such Certificateholders and the
Credit Enhancer have withheld consent or provided alternative direction:
the initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of cash distributions due
and owing under the Revolving Credit
Loans) and the compromise of any action, claim or lawsuit brought by or against
the Trust (except with respect to the aforementioned claims or lawsuits for
collection of cash distributions due and owing under the Revolving Credit
Loans);
the election by the Trust to file an amendment to the Certificate of
Trust (unless such amendment is required to be filed under the Business Trust
Statute);
the amendment of the Indenture by a supplemental indenture in circumstances
where the consent of any Noteholder is required;
the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;
and
the appointment pursuant to the Indenture of a successor Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor Certificate Registrar or Certificate Paying Agent or the consent
to the assignment by the Note Registrar, Paying Agent, Indenture Trustee,
Certificate Registrar or Certificate Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.
Section 4.0 Action by Certificateholders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the direction of
Certificateholders evidencing not less than a majority of the outstanding
Security Balance of the Certificates, and with the consent of the Credit
Enhancer, to remove the Master Servicer under the Servicing Agreement pursuant
to Section 7.01 thereof or (b) except as expressly provided in the Basic
Documents, sell the Revolving Credit Loans after the termination of the
Indenture. The Owner Trustee shall take the actions referred to in the preceding
sentence only upon written instructions signed by Certificateholders evidencing
not less than a majority of the outstanding Security Balance of the Certificates
and with the consent of the Credit Enhancer.
Section 4.0 Action by Certificateholders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the unanimous prior approval of all
Certificateholders and with the consent of the Credit Enhancer and the delivery
to the Owner Trustee by each such Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the Trust is insolvent.
Section 4.0 Restrictions on Certificateholders' Power. The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be
obligated to follow any such direction, if given.
Section 4. Majority Control. Except as expressly provided herein, any
action that may be taken by the Certificateholders under this Trust Agreement
may be taken by the Certificateholders evidencing not less than a majority of
the outstanding Security Balance of the Certificates. Except as expressly
provided herein, any written notice of the Certificateholders delivered pursuant
to this Trust Agreement shall be effective if signed by Certificateholders
evidencing not less than a majority of the outstanding Security Balance of the
Certificates at the time of the delivery of such notice.
Section 4. Doing Business in Other Jurisdictions. Notwithstanding anything
contained herein to the contrary, neither Wilmington Trust Company nor the Owner
Trustee shall be required to take any action in any jurisdiction other than in
the State of Delaware if the taking of such action will, even after the
appointment of a co-trustee or separate trustee in accordance with Section 9.05
hereof, (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration with or the taking of any other action
in respect of, any state or other governmental authority or agency of any
jurisdiction other than the State of Delaware; (ii) result in any fee, tax or
other governmental charge under the laws of the State of Delaware becoming
payable by Wilmington Trust Company, or (iii) subject Wilmington Trust Company
to personal jurisdiction in any jurisdiction other than the State of Delaware
for causes of action arising from acts unrelated to the consummation of the
transactions by Wilmington Trust Company or the Owner Trustee, as the case may
be, contemplated hereby.
4
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ARTICLE
Application of Trust Funds
Section 5.0 Distributions. On each Payment Date, the Certificate Paying
Agent shall distribute to the Certificateholders all funds on deposit in the
Certificate Distribution Account and available therefor (as provided in Section
3.05 of the Indenture), as the Certificate Distribution Amount for such Payment
Date. All distributions made pursuant to this Section shall be distributed to
the Certificateholders on a pro rata basis based on the Certificate Percentage
Interests thereof.
In the event that any withholding tax is imposed on the
distributions (or allocations of income) to a Certificateholder, such tax shall
reduce the amount otherwise distributable to the Certificateholder in accordance
with this Section 5.01. The Certificate Paying Agent is hereby authorized and
directed to retain or cause to be retained from amounts otherwise distributable
to the Certificateholders sufficient funds for the payment of any tax that is
legally owed by the Trust (but such authorization shall not prevent the Owner
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). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the Certificate Paying Agent and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax is
payable with respect to a distribution (such as a distribution to a non-U.S.
Certificateholder), the Certificate Paying Agent may in its sole discretion
withhold such amounts in accordance with this paragraph (b).
(c) Distributions to Certificateholders shall be subordinated to the
creditors of the Trust, including the Noteholders.
(d) Allocations of profits and losses, as determined for federal income
tax purposes, shall be made to the Certificateholders on a pro rata basis based
on the Certificate Percentage Interests thereof.
Section 5.0 Method of Payment. Subject to Section 8.01(c), distributions
required to be made to Certificateholders on any Payment Date as provided in
Section 5.01 shall be made to each Certificateholder of record on the preceding
Record Date either by, in the case of any Certificateholder owning Certificates
having denominations aggregating at least $1,000,000, wire transfer, in
immediately available funds, to the account of such Holder at a bank or other
entity having appropriate facilities therefor, if such Certificateholder shall
have provided to the Certificate Registrar appropriate written instructions at
least five Business Days prior to such Payment Date or, if not, by check mailed
to such Certificateholder at the address of such Holder appearing in the
Certificate Register.
Section 5.0 Signature on Returns. The Owner Trustee shall sign on behalf of
the Trust the tax returns of the Trust.
Section 5.0 Statements to Certificateholders. On each Payment Date, the
Certificate Paying Agent shall send to each Certificateholder the statement or
statements provided to the Owner Trustee and the Certificate Paying Agent by the
Master Servicer pursuant to Section 4.01 of the Servicing Agreement with respect
to such Payment Date.
Section 5.0 Tax Reporting. So long as the Depositor or any affiliate of
the Depositor owns 100% of the Certificates (the "Original Certificateholder"),
then no separate federal and state income tax returns and information returns or
statements will be filed with respect to the Trust. If the Original
Certificateholder is no longer the sole Certificateholder, the subsequent
holders of the Certificates by their acceptance hereof, agree to appoint the
Original Certificateholder as their agent for the tax matters partner and the
Original Certificateholder, as agent for such holders, agrees to perform all
duties necessary to comply with federal and state income tax laws.
The Certificateholders agree by their purchase of 100% of the Certificates
to treat the Trust as an entity wholly owned by the Depositor or any affiliate
of the Depositor for purposes of federal and state income tax, franchise tax and
any other tax measured in whole or in part by income, with the assets of the
entity being the assets held by the Trust, and the Notes being debt of the
Trust.
5
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ARTICLE
Concerning the Owner Trustee
Section 6.0 Acceptance of Trusts and Duties. The Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this Trust Agreement. The Owner Trustee
and the Certificate Paying Agent also agree to disburse all moneys actually
received by it constituting part of the Owner Trust Estate upon the terms of the
Basic Documents and this Trust Agreement. The Owner Trustee shall not be
answerable or accountable hereunder or under any Basic Document under any
circumstances, except (i) for its own willful misconduct, negligence or bad
faith or negligent failure to act or (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 6.03 expressly made by the Owner
Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):
No provision of this Trust Agreement or any Basic Document shall
require the Owner Trustee to expend or risk funds or otherwise incur any
financial liability in the performance of any of its rights, duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;
Under no circumstances shall the Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;
The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution hereof
by the Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate, or for or in respect of the validity
or sufficiency of the Basic Documents, the Notes, the Certificates, other than
the certificate of authentication on the Certificates, if executed by the Owner
Trustee and the Owner Trustee shall in no event assume or incur any liability,
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the Basic Documents;
The execution, delivery, authentication and performance by it of
this Trust Agreement will not require the authorization, consent or approval of,
the giving of notice to, the filing or registration with, or the taking of any
other action with respect to, any governmental authority or agency;
The Owner Trustee shall not be liable for the default or misconduct
of the Depositor, the Indenture Trustee or the Master Servicer under any of the
Basic Documents or otherwise and the Owner Trustee shall have no obligation or
liability to perform the obligations of the Trust under this Trust Agreement or
the Basic Documents that are required to be performed by the Indenture Trustee
under the Indenture or the Seller under the Revolving Credit Loan Purchase
Agreement; and
The Owner Trustee shall be under no obligation to exercise any of
the rights or powers vested in it or duties imposed by this Trust Agreement, or
to institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or any Basic Document, at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders have offered to the Owner Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any discretionary act enumerated in this Trust Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its negligence, bad faith or willful misconduct in
the performance of any such act.
Section 6.0 Furnishing of Documents. The Owner Trustee shall furnish to
the Securityholders promptly upon receipt of a written reasonable request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Trust under the Basic Documents.
Section 6.0 Representations and Warranties. The Owner Trustee hereby
represents and warrants to the Depositor, for the benefit of the
Certificateholders, that:
It is a banking corporation duly organized and validly existing in
good standing under the laws of the State of Delaware. It has all requisite
corporate power and authority to execute, deliver and perform its obligations
under this Trust Agreement;
It has taken all corporate action necessary to authorize the
execution and delivery by it of this Trust Agreement, and this Trust Agreement
will be executed and delivered by one of its officers who is duly authorized to
execute and deliver this Trust Agreement on its behalf;
Neither the execution nor the delivery by it of this Trust
Agreement, nor the consummation by it of the transactions contemplated hereby
nor compliance by it with any of the terms or provisions hereof will contravene
any federal or Delaware law, governmental rule or regulation governing the
banking or trust powers of the Owner Trustee or any judgment or order binding on
it, or constitute any default under its charter documents or bylaws or any
indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound;
This Trust Agreement, assuming due authorization, execution and
delivery by the Owner Trustee and the Depositor, constitutes a valid, legal and
binding obligation of the Owner Trustee, enforceable against it in accordance
with the terms hereof subject to applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law;
The Owner Trustee 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 other) or operations of the Owner Trustee or its
properties or might have consequences that would materially adversely affect its
performance hereunder; and
No litigation is pending or, to the best of the Owner Trustee's
knowledge, threatened against the Owner Trustee which would prohibit its
entering into this Trust Agreement or performing its obligations under this
Trust Agreement.
Section 6.0 Reliance; Advice of Counsel. The Owner Trustee shall incur no
liability to anyone in acting upon any signature, instrument, notice,
resolution, request, consent, order, certificate, report, opinion, bond, or
other document or paper believed by it to be genuine and believed by it to be
signed by the proper party or parties. The Owner Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly
adopted by such body and that the same is in full force and effect. As to any
fact or matter the method of determination of which is not specifically
prescribed herein, the Owner Trustee may for all purposes hereof rely on a
certificate, signed by the president or any vice president or by the treasurer
or other authorized officers of the relevant party, as to such fact or matter
and such certificate shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.
In the exercise or administration of the Trust hereunder and in the
performance of its duties and obligations under this Trust Agreement or the
Basic Documents, the Owner Trustee
may act directly or through its agents, attorneys, custodians or nominees
(including persons acting under a power of attorney) pursuant to agreements
entered into with any of them, and the Owner Trustee shall not be liable for the
conduct or misconduct of such agents, attorneys, custodians or nominees
(including persons acting under a power of attorney) if such persons have been
selected by the Owner Trustee with reasonable care, and may consult with
counsel, accountants and other skilled persons to be selected with reasonable
care and employed by it at the expense of the Trust. The Owner Trustee shall not
be liable for anything done, suffered or omitted in good faith by it in
accordance with the written opinion or advice of any such counsel, accountants
or other such Persons and not contrary to this Trust Agreement or any Basic
Document.
Section 6.0 Not Acting in Individual Capacity. Except as provided in this
Article VI, in accepting the trusts hereby created Wilmington Trust Company acts
solely as Owner Trustee hereunder and not in its individual capacity, and all
Persons having any claim against the Owner Trustee by reason of the transactions
contemplated by this Trust Agreement or any Basic Document shall look only to
the Owner Trust Estate for payment or satisfaction thereof.
Section 6.0 Owner Trustee Not Liable for Certificates or Related Documents.
The recitals contained herein and in the Certificates (other than the signatures
of the Owner Trustee on the Certificates) shall be taken as the statements of
the Depositor, and the Owner Trustee assumes no responsibility for the
correctness thereof. The Owner Trustee makes no representations as to the
validity or sufficiency of this Trust Agreement, of any Basic Document or of the
Certificates (other than the signatures of the Owner Trustee on the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time have any responsibility or liability with respect to the sufficiency
of the Owner Trust Estate or its ability to generate the payments to be
distributed to Certificateholders under this Trust Agreement or the Noteholders
under the Indenture, including, the compliance by the Depositor or the Seller
with any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation, or any
action of the Certificate Paying Agent, the Certificate Registrar or the
Indenture Trustee taken in the name of the Owner Trustee.
Section 6.0 Owner Trustee May Own Certificates and Notes. The Owner
Trustee in its individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Depositor, the Seller, the
Certificate Paying Agent, the Certificate Registrar and the Indenture Trustee in
transactions with the same rights as it would have if it were not Owner Trustee.
6
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ARTICLE
Compensation of Owner Trustee
Section 7.0 Owner Trustee's Fees and Expenses. The Owner Trustee shall
receive as compensation for its services hereunder such fees as have been
separately agreed upon before the date hereof, and the Owner Trustee shall be
reimbursed for its reasonable expenses hereunder and under the Basic Documents,
including the reasonable compensation, expenses and disbursements of such
agents, representatives, experts and counsel as the Owner Trustee may reasonably
employ in connection with the exercise and performance of its rights and its
duties hereunder and under the Basic Documents which shall be payable by the
Master Servicer pursuant to Section 3.09 of the Servicing Agreement.
Section 7.0 Indemnification. The holder of the majority of the Certificate
Percentage Interest of the Certificates shall indemnify, defend and hold
harmless the Owner Trustee and its successors, assigns, agents and servants
(collectively, the "Indemnified Parties") from and against, any and all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs, expenses and disbursements (including reasonable
legal fees and expenses) of any kind and nature whatsoever (collectively,
"Expenses") which may at any time be imposed on, incurred by, or asserted
against the Owner Trustee or any Indemnified Party in any way relating to or
arising out of this Trust Agreement, the Basic Documents, the Owner Trust
Estate, the administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, provided, that:
the holder of the majority of the Certificate Percentage
Interest of the Certificates shall not be liable for or required to
indemnify an Indemnified Party from and against Expenses arising or
resulting from the Owner Trustee's willful misconduct, negligence or bad
faith or as a result of any inaccuracy of a representation or warranty
contained in Section 6.03 expressly made by the Owner Trustee;
with respect to any such claim, the Indemnified Party shall
have given the holder of the majority of the Certificate Percentage
Interest of the Certificates written notice thereof promptly after the
Indemnified Party shall have actual knowledge thereof;
while maintaining control over its own defense, the holder
of the majority of the Certificate Percentage Interest of the Certificates
shall consult with the Indemnified Party in preparing such defense; and
notwithstanding anything in this Agreement to the contrary,
the holder of the majority of the Certificate Percentage Interest of the
Certificates shall not be liable for settlement of any claim by an
Indemnified Party entered into without the prior consent of the holder of
the majority of the Certificate Percentage Interest of the Certificates
which consent shall not be unreasonably withheld.
The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Trust Agreement. In
the event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section 7.02, the Owner Trustee's choice of legal counsel, if
other than the legal counsel retained by the Owner Trustee in connection with
the execution and delivery of this Trust Agreement, shall be subject to the
approval of the holder of the majority of the Certificate Percentage Interest of
the Certificates, which approval shall not be unreasonably withheld. In
addition, upon written notice to the Owner Trustee and with the consent of the
Owner Trustee which consent shall not be unreasonably withheld, the holder of
the majority of the Certificate Percentage Interest of the Certificates has the
right to assume the defense of any claim, action or proceeding against the Owner
Trustee.
7
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ARTICLE
Termination of Trust Agreement
Section 8.0 Termination of Trust Agreement. This Trust Agreement (other
than this Article VIII) and the Trust shall terminate and be of no further force
or effect upon the earliest of the final distribution of all moneys or other
property or proceeds of the Owner Trust Estate in accordance with the terms of
the Indenture and this Trust Agreement, the Payment Date in February 2024, or
the purchase by the Master Servicer of all Revolving Credit Loans pursuant to
Section 8.08(a) of the Servicing Agreement. The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not (x) operate
to terminate this Trust Agreement or the Trust or (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.
Except as provided in Section 8.01(a), neither the Depositor nor any Certif
icateholder shall be entitled to revoke or terminate the Trust.
Notice of any termination of the Trust, specifying the Payment Date
upon which Certificateholders shall surrender their Certificates to the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate Paying Agent by letter to Certificateholders
and the Credit Enhancer mailed within five Business Days of receipt of notice of
such termination from the Owner Trustee, stating the Payment Date upon or with
respect to which final payment of the Certificates shall be made upon
presentation and surrender of the Certificates at the office of the Certificate
Paying Agent therein designated, the amount of any such final payment and that
the Record Date otherwise applicable to such Payment Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at
the office of the Certificate Payment Agent therein specified. The Certificate
Paying Agent shall give such notice to the Owner Trustee and the Certificate
Registrar at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Certificate Paying Agent
shall cause to be distributed to Certificateholders amounts distributable on
such Payment Date pursuant to Section 5.01.
In the event that all of the Certificateholders shall not surrender their
Certificates for cancellation within six months after the date specified in the
above mentioned written notice, the Certificate Paying Agent shall give a second
written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. Subject to applicable laws with respect to escheat of funds, if within
one year following the Payment Date on which final payment of the Certificates
was to have been made pursuant to Section 3.10, all the Certificates shall not
have been surrendered for cancellation, the Certificate Paying Agent may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost thereof shall be paid out of the funds and other assets that shall
remain subject to this Trust Agree
ment. Any funds remaining in the Certificate Distribution Account after
exhaustion of such remedies shall be distributed by the Certificate Paying Agent
to the holder of the majority of the Certificate Percentage Interest of the
Certificates.
Upon the winding up of the Trust and its termination, the Owner
Trustee shall cause the Certificate of Trust to be cancelled by filing a
certificate of cancellation with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Business Trust Statute.
8
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ARTICLE
Successor Owner Trustees and Additional Owner Trustees
Section 9.0 Eligibility Requirements for Owner Trustee. The Owner Trustee
shall at all times be a corporation satisfying the provisions of Section 3807(a)
of the Business Trust Statute; authorized to exercise corporate trust powers;
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by federal or state authorities; and having (or
having a parent that has) long-term debt obligations with a rating of at least A
by Moody's and/or Standard & Poor's. If such corporation shall publish reports
of condition at least annually pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Owner Trustee shall cease to be
eligible in accordance with the provisions of this Section 9.01, the Owner
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.02.
Section 9.0 Replacement of Owner Trustee. The Owner Trustee may at any
time resign and be discharged from the trusts hereby created by giving 30 days'
prior written notice thereof to the Credit Enhancer and the Depositor. Upon
receiving such notice of resignation, the Indenture Trustee shall promptly
appoint a successor Owner Trustee with the consent of the Credit Enhancer which
will not be unreasonably withheld, by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Owner Trustee and one
copy to the successor Owner Trustee. If no successor Owner Trustee shall have
been so appointed and have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Owner Trustee may petition any
court of competent jurisdiction for the appointment of a successor Owner
Trustee.
If at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 9.01 and shall fail to resign after written
request therefor by the Indenture Trustee, or if at any time the Owner Trustee
shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a
receiver of the Owner Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Owner Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, then the Indenture Trustee may and shall at the direction of the
Credit Enhancer remove the Owner Trustee. If the Indenture Trustee shall remove
the Owner Trustee under the authority of the immediately preceding sentence, the
Indenture Trustee shall promptly appoint a successor Owner Trustee acceptable to
the Credit Enhancer by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing
Owner Trustee.
Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until accep
tance of appointment by the successor Owner Trustee pursuant to Section 9.03 and
payment of all fees and expenses owed to the outgoing Owner Trustee.
Section 9.0 Successor Owner Trustee. Any successor Owner Trustee appointed
pursuant to Section 9.02 shall execute, acknowledge and deliver to the Indenture
Trustee and to its predecessor Owner Trustee an instrument accepting such
appointment under this Trust Agreement, and thereupon the resignation or removal
of the predecessor Owner Trustee shall become effective, and such successor
Owner Trustee, without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties and obligations of its predecessor
under this Trust Agreement, with like effect as if originally named as Owner
Trustee. The predecessor Owner Trustee shall upon payment of its fees and
expenses deliver to the successor Owner Trustee all documents and statements and
monies held by it under this Trust Agreement; and the predecessor Owner Trustee
shall execute and deliver such instruments and do such other things as may
reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.
No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.
Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section 9.03, the Indenture Trustee shall mail notice thereof to all
Certificateholders, the Indenture Trustee, the Noteholders and the Rating
Agencies. If the Indenture Trustee shall fail to mail such notice within 10 days
after acceptance of such appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
the Indenture Trustee.
Section 9.0 Merger or Consolidation of Owner Trustee. Any Person into
which the Owner Trustee may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 9.01 and,
provided, further, that the Owner Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.
Section 9.0 Appointment of Co-Trustee or Separate Trustee. Notwithstanding
any other provisions of this Trust Agreement, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any part of the
Owner Trust Estate may at the time be located, the Owner Trustee shall have the
power and shall execute and deliver all instruments to appoint one or more
Persons to act as co-trustee, jointly with the Owner Trustee, or as separate
trustee or trustees, of all or any part of the Owner Trust Estate, and to vest
in such Person, in such capacity, such title to the Trust or any part thereof
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Owner Trustee may consider necessary or
desirable. No co-trustee or separate trustee under this Trust Agreement shall be
required to meet the terms of eligibility as a successor Owner Trustee pursuant
to Section 9.01 and no notice of the appointment of any co-trustee or separate
trustee shall be required pursuant to Section 9.03.
Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
All rights, powers, duties and obligations conferred or imposed upon
the Owner Trustee shall be conferred upon and exercised or performed by the
Owner 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 Owner 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, the Owner 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 Owner 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 Owner Trustee;
No trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee under this Trust Agreement;
and
The Owner Trustee 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 Owner 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 Trust Agreement and the
conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Trust Agreement, specifically including every provision of this Trust
Agreement relating to the conduct of, affecting the liability of, or affording
protection to, the Owner Trustee. Each such instrument shall be filed with the
Owner Trustee.
Any separate trustee or co-trustee may at any time appoint the Owner
Trustee as 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
Trust 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 Owner Trustee, to the extent permitted by law, without the
appointment of a new or successor co-trustee or separate trustee.
9
<PAGE>
ARTICLE
Miscellaneous
Section 10.0Amendments. This Trust Agreement may be amended from time to
time by the parties hereto as specified in this Section 10.01, provided that any
amendment, except as provided in subparagraph (e) below, be accompanied by an
Opinion of Counsel, to the Owner Trustee to the effect that such amendment
complies with the provisions of this Section and will not cause the Trust to be
subject to an entity level tax.
If the purpose of the amendment (as detailed therein) is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered (i.e., to give effect to the intent of the parties), it shall
not be necessary to obtain the consent of any Holders, but the Owner Trustee
shall be furnished with (A) a letter from the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned to
any Security if determined without regard to the Credit Enhancement Instrument
and (B) an Opinion of Counsel to the effect that such action will not adversely
affect in any material respect the interests of any Holders, and the consent of
the Credit Enhancer shall be obtained.
If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding (i.e.,
technical in nature), it shall not be necessary to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that
such amendment is necessary or helpful to prevent the imposition of such taxes
and is not materially adverse to any Holder and the consent of the Credit
Enhancer shall be obtained.
If the purpose of the amendment is to add or eliminate or change any
provision of the Trust Agreement other than as contemplated in (b) and (c)
above, the amendment shall require (A) the consent of the Credit Enhancer and an
Opinion of Counsel to the effect that such action will not adversely affect in
any material respect the interests of any Holders and (B) either (a) a letter
from the Rating Agency that the amendment will not result in the downgrading or
withdrawal of the rating then assigned to any security if determined without
regard to the Credit Enhancement Instrument or (b) the consent of Holders of
Certificates evidencing a majority of the Certificate Percentage Interest of the
Certificates and the Indenture Trustee; provided, however, that no such
amendment shall (i) reduce in any manner the amount of, or delay the timing of,
payments received that are required to be distributed on any Certificate without
the consent of the related Certificateholder and the Credit Enhancer, or (ii)
reduce the aforesaid percentage of Certificates the Holders of which are
required to consent to any such amendment, without the consent of the Holders of
all such Certificates then outstanding.
If the purpose of the amendment is to provide for the holding of any
of the Certificates in book-entry form, it shall require the consent of Holders
of all such Certificates then outstanding; provided, that the Opinion of Counsel
specified in subparagraph (a) above shall not be required.
If the purpose of the amendment is to provide for the issuance of
additional certificates representing an interest in the Trust, it shall not be
necessary to obtain the consent of any Holder, but the Owner Trustee shall be
furnished with (A) an Opinion of Counsel to the effect that such action will not
adversely affect in any material respect the interests of any Holders and (B) a
letter from the Rating Agencies that the amendment will not result in the
downgrading or withdrawal of the rating then assigned to any Security, if
determined without regard to the Credit Enhancement Instrument and the consent
of the Credit Enhancer shall be obtained.
Promptly after the execution of any such amendment or consent, the
Owner Trustee shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, the Indenture Trustee, the
Credit Enhancer and each of the Rating Agencies. It shall not be necessary for
the consent of Certificateholders or the Indenture Trustee pursuant to this
Section 10.01 to approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall approve the substance
thereof. The manner of obtaining such consents (and any other consents of
Certificateholders provided for in this Trust Agreement or in any other Basic
Document) and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.
In connection with the execution of any amendment to any agreement
to which the Trust is a party, other than this Trust Agreement, the Owner
Trustee shall be entitled to receive and conclusively rely upon an Opinion of
Counsel to the effect that such amendment is authorized or permitted by the
documents subject to such amendment and that all conditions precedent in the
Basic Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.
Promptly after the execution of any amendment to the Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State of the State of Delaware.
Section 10.0No Legal Title to Owner Trust Estate. The Certificateholders
shall not have legal title to any part of the Owner Trust Estate. The
Certificateholders shall be entitled to receive distributions with respect to
their undivided beneficial interest therein only in accordance with Articles V
and VIII. No transfer, by operation of law or otherwise, of any right, title or
interest of the Certificateholders to and in their ownership interest in the
Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts
hereunder or entitle any transferee to an accounting or to the transfer to it of
legal title to any part of the Owner Trust Estate
Section 10.0Limitations on Rights of Others. Except for Section 2.07, the
provisions of this Trust Agreement are solely for the benefit of the Owner
Trustee, the Depositor, the Certificateholders, the Credit Enhancer and, to the
extent expressly provided herein, the Indenture Trustee and the Noteholders, and
nothing in this Trust Agreement (other than
Section 2.07), whether express or implied, shall be construed to give to any
other Person any legal or equitable right, remedy or claim in the Owner Trust
Estate or under or in respect of this Trust Agreement or any covenants,
conditions or provisions contained herein.
Section 10.0Notices. Unless otherwise expressly specified or permitted by
the terms hereof, all notices shall be in writing and shall be deemed given upon
receipt, if to the Owner Trustee, addressed to Wilmington Trust Company,
Corporate Trust Administration, Rodney Square North, 1100 North Market Street,
Wilmington, Delaware 19890, Attention: Corporate Trust Administration; if to the
Depositor, addressed to Residential Funding Mortgage Securities II, Inc., 8400
Normandale Lake Boulevard, Suite 700, Minneapolis, Minnesota 55437; if to the
Credit Enhancer, addressed to Ambac Assurance Corporation, One State Street
Plaza, 17th Floor, New York, New York 10004, Attention: Howard Pfeffer; if to
the Rating Agencies, addressed to Moody's Investors Service, Inc., 99 Church
Street, 4th Floor, New York, New York 10001 and Standard & Poor's Ratings
Services, 26 Broadway, 15th Floor, New York, New York 10004, Attention:
Structured Finance Department - MBS or, as to each party, at such other address
as shall be designated by such party in a written notice to each other party.
Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Trust Agreement shall be conclusively presumed to have
been duly given, whether or not the Certificateholder receives such notice.
A copy of any notice delivered to the Owner Trustee or the Trust
shall also be delivered to the Depositor.
Section 10.0Severability. Any provision of this Trust Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
Section 10.0Separate Counterparts. This Trust Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 10.0Successors and Assigns. All representations, warranties,
covenants and agreements contained herein shall be binding upon, and inure to
the benefit of, each of the Depositor, the Owner Trustee and its successors and
each Certificateholder and its successors and permitted assigns, all as herein
provided and the Credit Enhancer. Any request, notice, direction, consent,
waiver or other instrument or action by a Certificateholder shall bind the
successors and assigns of such Certificateholder.
Section 10.0No Petition. The Owner Trustee, by entering into this Trust
Agreement and each Certificateholder, by accepting a Certificate, hereby
covenant and agree that they will not at any time institute against the
Depositor or the Trust, or join in any institution against the Depositor or the
Trust of, any bankruptcy proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations to the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.
Section 10.0No Recourse. Each Certificateholder by accepting a Certificate
acknowledges that such Certificateholder's Certificates represent beneficial
interests in the Trust only and do not represent interests in or obligations of
the Depositor, the Seller, the Owner Trustee, the Indenture Trustee or any
Affiliate thereof and no recourse may be had against such parties or their
assets, except as may be expressly set forth or contemplated in this Trust
Agreement, the Certificates or the Basic Documents.
Section 10. Headings. The headings of the various Articles and Sections
herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.
Section 10. GOVERNING LAW. THIS TRUST AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10. Integration. This Trust Agreement constitutes the entire
agreement among the parties hereto pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.
Section 10. Rights of Credit Enhancer to Exercise Rights of
Certificateholders. By accepting its Certificate, each Certificateholder agrees
that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the
right to exercise all rights of the Certificateholders under this Agreement
without any further consent of the Certificateholders. Nothing in this Section,
however, shall alter or modify in any way, the fiduciary obligations of the
Owner Trustee to the Certificateholders pursuant to this Agreement, or create
any fiduciary obligation of the Owner Trustee to the Credit Enhancer.
10
<PAGE>
IN WITNESS WHEREOF, the Depositor and the Owner Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
By:
Name: Diane S. Wold
TitVice President
WILMINGTON TRUST COMPANY, not in its individual
capacity but solely as Owner Trustee, except with
respect to the representations and warranties
contained in Section 6.03 hereof,
By:
Name:
Title:
Acknowledged and Agreed:
The Chase Manhattan Bank
Indenture Trustee, as Certificate
Registrar and Certificate
Paying Agent
By:
Name: Regina Bergeland
TitVice President
11
<PAGE>
EXHIBIT A
FORM OF CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE TERM NOTES AND THE VARIABLE FUNDING NOTES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE IS ISSUED IN THE CERTIFICATE PERCENTAGE INTEREST
BELOW; HOWEVER, THE CERTIFICATE PERCENTAGE INTEREST OF THIS CERTIFICATE MAY
CHANGE IN ACCORDANCE WITH SECTION 3.12 OF THE AGREEMENT. THE HOLDER OF THIS
CERTIFICATE HEREBY CONSENTS TO ANY CHANGE IN ITS CERTIFICATE PERCENTAGE INTEREST
IN ACCORDANCE WITH SUCH SECTION.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 3.05 OF THE AMENDED AND RESTATED TRUST
AGREEMENT ("THE AGREEMENT").
NO TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE
TRANSFEREE OF THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN SUBJECT TO THE PROHIBITED TRANSACTION RESTRICTIONS AND THE
FIDUCIARY RESPONSIBILITY REQUIREMENTS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986 (THE "CODE"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF
ANY SUCH PLAN OR ANY PERSON USING "PLAN ASSETS," WITHIN THE MEANING OF THE
DEPARTMENT OF LABOR REGULATION AT 29 C.F.R. ss.2510.3-101, TO ACQUIRE THIS
CERTIFICATE (COLLECTIVELY A "PLAN INVESTOR"), OR (ii) IF THIS CERTIFICATE IS
PRESENTED FOR REGISTRATION IN THE NAME OF A PLAN INVESTOR, AN OPINION OF
COUNSEL, OR A CERTIFICATION IN THE FORM OF EXHIBIT G TO THE AGREEMENT IN LIEU OF
SUCH OPINION OF COUNSEL, TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS
CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE
CODE (OR COMPARABLE PROVISIONS OF ANY SUBSEQUENT ENACTMENTS)
AND WILL NOT SUBJECT THE COMPANY, THE OWNER TRUSTEE, THE MASTER SERVICER OR THE
CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
THE TRANSFEREE OF THIS CERTIFICATE SHALL BE SUBJECT TO
UNITED STATES FEDERAL WITHHOLDING TAX UNLESS THE CERTIFICATE
REGISTRAR SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS
CERTIFYING AS TO THE TRANSFEREE'S STATUS AS A U.S. PERSON OR
CORPORATION OR PARTNERSHIP UNDER U.S. LAW.
THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
THE SELLER, THE COMPANY, THE MASTER SERVICER, THE INDENTURE TRUSTEE, OR THE
OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY
PROVIDED IN THE AGREEMENT OR THE BASIC DOCUMENTS.
A-1
<PAGE>
Certificate No. ____
Cut-off Date:
September 1, 1998
Date of Trust Agreement:
September 28, 1998
First Payment Date: Certificate Percentage Interest of
October 20, 1998 this Certificate: ____________%]
Assumed Final Payment Date: CUSIP [_____]
HOME EQUITY LOAN-BACKED CERTIFICATE
SERIES 1998-HS3
evidencing a fractional undivided interest in the Owner Trust Estate, the
property of which consists primarily of the Revolving Credit Loans, created by
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below).
This Certificate is payable solely from the assets of the Owner
Trust Estate, and does not represent an obligation of or interest in the
Company, the Seller, the Master Servicer, the Indenture Trustee, the Owner
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. This
Certificate is not guaranteed or insured by any governmental agency or
instrumentality or by the Company, the Seller, the Master Servicer, the
Indenture Trustee, the Owner Trustee or GMAC Mortgage Group, Inc. or any of
their affiliates. None of the Company, the Seller, the Master Servicer, the
Indenture Trustee, the Owner Trustee, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that [name of Holder] is the registered owner of the
Security Balance evidenced by this Certificate (as set forth on the face hereof)
in certain distributions with respect to the Owner Trust Estate, consisting
primarily of the Revolving Credit Loans, created by Residential Funding Mortgage
Securities II, Inc. The Trust (as defined herein) was created pursuant to a
Trust Agreement dated as specified above (as amended and supplemented from time
to time, the "Agreement") between the Company and Wilmington Trust Company, as
owner trustee (the "Owner Trustee," which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement.
This Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of the acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 20th day of each month or, if such 20th day is not a Business Day, the
Business Day immediately following (the "Payment Date"), commencing on the first
Payment Date specified above, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
in an amount equal to the pro rata portion evidenced by this Certificate (based
on the Certificate Percentage Interest stated on the face hereon) of the
Certificate Distribution Amount, if any, required to be distributed to Holders
of Certificates on such Payment Date. Distributions on this Certificate will be
made as provided in the Agreement by the Certificate Paying Agent by wire
transfer or check mailed to the Certificateholder of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.
Except as otherwise provided in the Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after due
notice by the Certificate Paying Agent of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
maintained by the Certificate Registrar for that purpose in the City and State
of New York. The initial Security Balance of this Certificate is set forth
above. The Security Balance hereof will be reduced to the extent of the
distributions allocable to principal.
No transfer of this Certificate will be made unless such transfer is
exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Certificate Registrar or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Certificate
Registrar and the Company that such transfer is exempt (describing the
applicable exemption and the basis therefor) from or is being made pursuant to
the registration requirements of the Securities Act of 1933, as amended, and of
any applicable statute of any state and (ii) the transferee shall execute an
investment letter in the form described in the Agreement and (iii) the
Certificate Registrar shall require the transferee to execute an investment
letter and a Certificate of Non-Foreign Status in the form described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of Counsel as described in the Agreement), which investment letter and
certificate or Opinion of Counsel shall not be at the expense of the Trust, the
Owner Trustee, the Certificate Registrar or the Company. The Holder hereof
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trust, the Owner Trustee, the Company, the Master Servicer and the Certificate
Registrar 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. In connection
with any such transfer, the Certificate Registrar (unless otherwise directed by
the Company) will also require either (i) a representation letter, in the form
as described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction restrictions or the
fiduciary responsibility requirements of ERISA or Section 4975 of the Code
("Plan"), any person acting, directly or
indirectly, on behalf of any such plan or any person using the "plan assets,"
within the meaning of the Department of Labor regulations at 29 C.F.R.
ss.2510.3-101, to effect such acquisition (collectively, a "Plan Investor") or
(ii) if such transferee is a Plan Investor, an opinion of counsel acceptable to
and in form and substance satisfactory to the Company, the Owner Trustee, the
Master Servicer and the Certificate Registrar, or a certification in the form of
Exhibit G to the Agreement, to the effect that the purchase or holding of the
Certificate is permissible under applicable law, will not constitute or result
in a prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code (or comparable provisions of any subsequent enactments) and will not
subject the Company, the Owner Trustee, the Master Servicer or the Certificate
Registrar to any obligation or liability in addition to those undertaken in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Home Equity Loan-Backed Certificates of the Series specified
hereon (herein collectively called the "Certificates"). All terms used in this
Certificate which are defined in the Agreement shall have the meanings assigned
to them in the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds on deposit in the Certificate Distribution
Account that have been released from the Lien of the Indenture for payment
hereunder and that neither the Owner Trustee in its individual capacity nor the
Company is personally liable to the Certificateholders for any amount payable
under this Certificate or the Agreement or, except as expressly provided in the
Agreement, subject to any liability under the Agreement.
The Holder of this Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Certificate are subordinated
to the rights of the Noteholders as described in the Indenture, dated as of
September 28, 1998 between Home Equity Loan Trust 1998-HS3 (the "Trust") and The
Chase Manhattan Bank, as Indenture Trustee (the "Indenture").
Each Certificateholder, by its acceptance of a Certificate,
covenants and agrees that such Certificateholder will not at any time institute
against the Company, or join in any institution against the Company or the Trust
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Notes, the Agreement or any of the Basic Documents.
The Agreement permits the amendment thereof as specified below,
provided that any amendment be accompanied by the consent of the Credit Enhancer
and an Opinion of Counsel to the Owner Trustee to the effect that such amendment
complies with the provisions of the Agreement and will not cause the Trust to be
subject to an entity level tax. If the purpose of the amendment is to correct
any mistake, eliminate any inconsistency, cure any ambiguity or deal with any
matter not covered, it shall not be necessary to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with a letter from the Rating
Agencies that the amendment will not result in the downgrading or withdrawal of
the rating then assigned to any Security if determined without regard to the
Credit Enhancement Instrument and the counsel of the Credit Enhancer shall be
obtained. If the purpose of the amendment is to prevent the imposition of any
federal or state taxes at any time that any Security is outstanding, it shall
not be necessary to obtain the consent of any Holder, but the Owner Trustee
shall be furnished with an Opinion of Counsel that such amendment is necessary
or helpful to prevent the imposition of such taxes and is not materially adverse
to any Holder and the consent of the Credit Enhancer shall be obtained. If the
purpose of the amendment is to add or eliminate or change any provision of the
Agreement, other than as specified in the preceding two sentences, the amendment
shall require either (a) a letter from the Rating Agencies that the amendment
will not result in the downgrading or withdrawal of the rating then assigned to
any Security, if determined without regard to the Credit Enhancement Instrument
or (b) the consent of Holders of a majority of the Certificate Percentage
Interests of the Controlling Certificates and the Indenture Trustee; provided,
however, that no such amendment shall (i) reduce in any manner the amount of, or
delay the time of, payments received that are required to be distributed on any
Certificate without the consent of the related Certificateholder and the Credit
Enhancer, or (ii) reduce the aforesaid percentage of Certificates the Holders of
which are required to consent to any such amendment without the consent of the
Holders of all such Certificates then outstanding.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registerable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies of the Certificate Registrar maintained in
the City and State of New York, accompanied by a written instrument of transfer
in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder's attorney duly authorized in writing, and thereupon one
or more new Certificates of authorized denominations evidencing the same Class
and aggregate Certificate Percentage Interest will be issued to the designated
transferee. The initial Certificate Registrar appointed under the Agreement is
the Owner Trustee.
Except as provided in the Agreement, the Certificates are issuable
only in minimum denominations of a 10.0000% Certificate Percentage Interest and
in integral multiples of a 0.0001% Certificate Percentage Interest in excess
thereof. As provided in the Agreement and subject to certain limitations therein
set forth, the Certificates are exchangeable for new Certificates of authorized
denominations, as requested by the Holder surrendering the same. This
Certificate is issued in the Certificate Percentage Interest above; however, the
Certificate Percentage Interest of this Certificate may change in accordance
with Section 3.12 of the Agreement. The Holder of this Certificate hereby
consents to any change in its Certificate Percentage Interest in accordance with
such Section.
No service charge will be made for any such registration of transfer
or exchange, but the Owner Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge payable in
connection therewith.
The Owner Trustee, the Certificate Paying Agent, the Certificate
Registrar and any agent of the Owner Trustee, the Certificate Paying Agent, or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Owner Trustee,
the Certificate Paying Agent, the Certificate Registrar or any such agent shall
be affected by any notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware.
The obligations created by the Agreement in respect of the
Certificates and the Trust created thereby shall terminate upon the earliest of
(i) the final distribution of all moneys or other property or proceeds of the
Owner Trust Estate in accordance with the terms of the Indenture and the
Agreement, (ii) the Payment Date in February 2024, or (iii) the purchase by the
Master Servicer of all Revolving Credit Loans pursuant to Section 8.08(a) of the
Servicing Agreement.
Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Owner Trustee, or an authenticating
agent by manual signature, this Certificate shall not be entitled to any benefit
under the Agreement or be valid for any purpose.
A-2
<PAGE>
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and
not in its individual capacity, has caused this Certificate to be duly executed.
HOME EQUITY LOAN
TRUST 1998-HS3
by WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as Owner
Trustee
Dated:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within mentioned Agreement.
WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee
By:______________________________
Authorized Signatory
or __________________________________,
as Authenticating Agent of the Trust
By:______________________________
Authorized Signatory
A-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please print or type name and address, including postal zip code, of
assignee) the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing to transfer said Certificate on the books of the
Certificate Registrar, with full power of substitution in the premises.
Dated:
___________________________________________*/
Signature Guaranteed:
____________________________*/
- -----------------
*/ NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.
A-4
<PAGE>
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for the information of the
Certificate Paying Agent:
Distribution shall be made by wire transfer in immediately available
funds to------------------------------------------------
for the account of ________________________________________, account number
______________, or, if mailed by check, to ______________.
Applicable statements should be mailed to__________________.
------------------------------
Signature of assignee or agent
(for authorization of wire
transfer only)
A-5
<PAGE>
EXHIBIT B
TO THE TRUST AGREEMENT
CERTIFICATE OF TRUST
OF
HOME EQUITY LOAN TRUST 1998-HS3
THE UNDERSIGNED, ______________________, as owner trustee (the "Trustee"),
for the purpose of forming a business trust does hereby certify as follows:
The name of the business trust is:
HOME EQUITY LOAN TRUST 1998-HS3
The name and business address of the Trustee of the business trust
in the State of Delaware is ______________________, _________________,
__________, Delaware _____.
The business trust reserves the right to amend, alter, change, or
repeal any provision contained in this Certificate of Trust in the manner now or
hereafter prescribed by law.
This Certificate of Trust shall be effective upon filing.
THE UNDERSIGNED, being the Trustee hereinbefore named, for the purpose of
forming a business trust pursuant to the provisions of the Delaware Business
Trust Act, does make this certificate of trust, hereby declaring and further
certifying that this is its act and deed and that to the best of the
undersigned's knowledge and belief the facts herein stated are true.
[NAME OF OWNER TRUSTEE],
not in its individual capacity but
solely as owner trustee under an
Amended and Restated Trust
Agreement dated as of September 28,
1998
By:
Name:
Title:
B-1
<PAGE>
EXHIBIT C
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Owner Trustee and the Depositor (as defined in the Amended and Restated Trust
Agreement (the "Agreement"), dated as of September 28, 1998 between Residential
Funding Mortgage Securities II, Inc., as Depositor and Wilmington Trust Company
as Owner Trustee pursuant to Section 3.05 of the Agreement and The Chase
Manhattan Bank as indenture trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have
not been registered under the 1933 Act or the securities laws of any
state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Indenture Trustee, the Owner Trustee or the Master Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
3. The Buyer represents that:
(i) either (a) or (b) is satisfied, as marked below:
____ a. The Buyer is not any employee benefit plan subject to
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or the Internal Revenue Code of 1986 (the "Code"), a Person acting,
directly or indirectly, on behalf of any such plan or any Person acquiring
such Certificates with "plan assets" of a Plan within the meaning of the
Department of Labor regulation promulgated at 29 C.F.R. ss.2510.3-101; or
____ b. The Buyer will provide the Depositor, the Owner Trustee, the
Certificate Registrar and the Master Servicer with either: (x) an opinion
of counsel, satisfactory to the Depositor, the Owner Trustee, the
Certificate Registrar and the Master Servicer, to the effect that the
purchase and holding of a Certificate by or on behalf of the Buyer is
permissible under applicable law, will not constitute or result in a
prohibited transaction under Section 406 of ERISA or Section 4975 of the
Code (or comparable provisions of any subsequent enactments) and will not
subject the Depositor, the Owner Trustee, the Certificate Registrar or the
Master Servicer to any obligation or liability (including liabilities under
ERISA or Section 4975 of the Code) in addition to those undertaken in the
Trust Agreement, which opinion of counsel shall not be an expense of the
Depositor, the Owner Trustee, the Certificate Registrar or the Master
Servicer; or (y) in lieu of such opinion of counsel, a certification in the
form of Exhibit G to the Trust Agreement; and
(ii) the Buyer is familiar with the prohibited transaction restrictions
and fiduciary responsibility requirements of Sections 406 and 407 of ERISA
and Section 4975 of the Code and understands that each of the parties to
which this certification is made is relying and will continue to rely on
the statements made in this paragraph 3.
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
C-1
<PAGE>
ANNEX 1 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto. -------- Buyer must own
and/or invest on a discretionary basis at least $100,000,000 in securities
unless Buyer is a dealer, and, in that case, Buyer must own and/or invest
on a discretionary basis at least $10,000,000 in securities.
C-2
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription
by the Buyer, if the Buyer is a dealer, (iii) bank deposit notes and
certificates of deposit, (iv) loan participations, (v) repurchase agreements,
(vi) securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Rule 144A
Securities are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes NoSecurities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
C-3
<PAGE>
ANNEX 2 TO EXHIBIT C
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
C-4
<PAGE>
EXHIBIT D
FORM OF INVESTOR REPRESENTATION LETTER
, 19
Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Corporate Trust Administration
Re: Home Equity Loan-Backed Certificates
Series 1998-HS3
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") a ___%
Certificate Percentage Interest of Certificates of Series 1998-HS3 (the
"Certificates"), issued pursuant to the Amended and Restated Trust Agreement
(the "Trust Agreement"), dated as of September 28, 1998, between Residential
Funding Mortgage Securities II, Inc. as depositor (the "Company") and Wilmington
Trust Company, as owner trustee (the "Owner Trustee"), as acknowledged and
agreed by The Chase Manhattan Bank as Certificate Registrar. All terms used
herein and not otherwise defined shall have the meanings set forth in the Trust
Agreement. The Purchaser hereby certifies, represents and warrants to, and
covenants with, the Company and the Certificate Registrar that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Trust Agreement contains
restrictions regarding the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated , 19 , relating to the Certificates (b)] a copy of
the Trust Agreement and [b] [c] such other information concerning
the Certificates, the Revolving Credit Loans and the Company as has
been requested by the Purchaser from the Company or the Seller and
is relevant to the Purchaser's decision to purchase the
Certificates. The Purchaser has had any questions arising from such
review answered by the Company or the Seller to the satisfaction of
the Purchaser. [If the Purchaser did not purchase the Certificates
from the Seller in connection with the initial distribution of the
Certificates and was provided with a copy of the Private Placement
Memorandum (the "Memorandum") relating to the original sale (the
"Original Sale") of the Certificates by the Company, the Purchaser
acknowledges that such Memorandum was provided to it by the Seller,
that the Memorandum was prepared by the Company solely for use in
connection with the Original Sale and the Company did not
participate in or facilitate in any way the purchase of the
Certificates by the Purchaser from the Seller, and the Purchaser
agrees that it will look solely to the Seller and not to the Company
with respect to any damage, liability, claim or expense arising out
of, resulting from or in connection with (a) error or omission, or
alleged error or omission, contained in the Memorandum, or (b) any
information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of
any Certificate under the Act, that would render the disposition of
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of
the Trust Agreement.
6. The Purchaser represents:
(i) that either (a) or (b) is satisfied, as marked below:
____ a. The Purchaser is not any employee benefit plan subject
to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or the Internal Revenue Code of 1986 (the "Code"), a Person
acting, directly or indirectly, on behalf of any such plan or any Person
acquiring such Certificates with "plan assets" of a Plan within the
meaning of the Department of Labor regulation promulgated at 29 C.F.R.
ss.2510.3- 101; or
____ b. The Purchaser will provide the Depositor, the Owner
Trustee, the Certificate Registrar and the Master Servicer with either:
(x) an opinion of counsel, satisfactory to the Depositor, the Owner
Trustee, the Certificate Registrar and the Master Servicer, to the effect
that the purchase and holding of a Certificate by or on behalf of the
Purchaser is permissible under applicable law, will not constitute or
result in a prohibited transaction under Section 406 of ERISA or Section
4975 of the Code (or comparable provisions of any subsequent enactments)
and will not subject the Depositor, the Owner Trustee, the Certificate
Registrar or the Master Servicer to any obligation or liability (including
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Trust Agreement, which opinion of counsel shall not be
an expense of the Depositor, the Owner Trustee, the Certificate Registrar
or the Master Servicer; or (y) in lieu of such opinion of counsel, a
certification in the form of Exhibit G to the Trust Agreement; and
(ii) the Purchaser is familiar with the prohibited transaction
restrictions and fiduciary responsibility requirements of Sections 406 and
407 of ERISA and Section 4975 of the Code and understands that each of the
parties to which this certification is made is relying and will continue
to rely on the statements made in this paragraph 6.
7. The Purchaser is acquiring the Certificate for its own
behalf and is not acting as agent or custodian for any other person or
entity in connection with such acquisition;
8. The Purchaser is not a partnership, grantor trust or S
corporation for federal income tax purposes, or, if the Purchaser is a
partnership, grantor trust or S corporation for federal income tax
purposes, the Certificates are not more than 50% of the assets of the
partnership, grantor trust or S corporation.
9. The Purchaser is not a non-United States person.
Very truly yours,
By:
Name:
Title:
D-1
<PAGE>
EXHIBIT E
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY 10001
Attention: Corporate Trust Administration
Re: Home Equity Loan-Backed Certificates
Series 1998-HS3
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the
"Seller") a ___% Certificate Percentage Interest of [Certificates] of Series
1998-HS3 (the "Certificates"), issued pursuant to the Amended and Restated Trust
Agreement (the "Trust Agreement"), dated as of September 28, 1998 between
Residential Funding Mortgage Securities II, Inc. as depositor (the "Company")
and Wilmington Trust Company, as owner trustee (the "Owner Trustee"), as
acknowledged and agreed by The Chase Manhattan Bank as Certificate Registrar.
All terms used herein and not otherwise defined shall have the meanings set
forth in the Trust Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Certificate Registrar that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above)
would constitute a distribution of the Certificates under the Securities Act of
1933 (the "Act"), that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or that would
require registration or qualification pursuant thereto. The Seller will not act,
in any manner set forth in the foregoing sentence with respect to any
Certificate. The Seller has not and will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Trust
Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
E-1
<PAGE>
EXHIBIT F
CERTIFICATE OF NON-FOREIGN STATUS
This Certificate of Non-Foreign Status ("certificate") is delivered
pursuant to Section 3.05 of the Amended and Restated Trust Agreement, dated as
of September 28, 1998 (the "Trust Agreement"), between Residential Funding
Mortgage Securities II, Inc., as depositor and Wilmington Trust Company, as
Owner Trustee, in connection with the acquisition of, transfer to or possession
by the undersigned, whether as beneficial owner (the "Beneficial Owner"), or
nominee on behalf of the Beneficial Owner of the Residential Home Equity
Loan-Backed Certificates, Series 1998-HS3 (the "Certificate"). Capitalized terms
used but not defined in this certificate have the respective meanings given them
in the Trust Agreement.
Each holder must complete Part I, Part II (if the holder is a nominee),
and in all cases sign and otherwise complete Part III.
In addition, each holder shall submit with the Certificate an IRS Form W-9
relating to such holder.
To confirm to the Trust that the provisions of Sections 871, 881 or 1446
of the Internal Revenue Code (relating to withholding tax on foreign partners)
do not apply in respect of the Certificate held by the undersigned, the
undersigned hereby certifies:
Part I - Complete Either A or B
A. Individual as Beneficial Owner
1. I am (The Beneficial Owner is ) not a non-resident alien for
purposes of U.S. income taxation;
2. My (The Beneficial Owner's) name and home address are:
; and
3. My (The Beneficial Owner's) U.S. taxpayer identification
number (Social Security Number) is .
B. Corporate, Partnership or Other EntiOwner Beneficial
1. (Name of the Beneficial Owner) is not a foreign
corporation, foreign partnership, foreign trust or
foreign estate (as those terms are defined in the Code
and Treasury Regulations;
2. The Beneficial Owner's office address and place of
incorporation (if applicable) is
; and
3. The Beneficial Owner's U.S. employer
identification number is .
Part II - Nominees
If the undersigned is the nominee for the Beneficial Owner, the
undersigned certifies that this certificate has been made in reliance upon
information contained in:
an IRS Form W-9
a form such as this or substantially similar
provided to the undersigned by an appropriate person and (i) the undersigned
agrees to notify the Trust at least thirty (30) days prior to the date that the
form relied upon becomes obsolete, and (ii) in connection with change in
Beneficial Owners, the undersigned agrees to submit a new Certificate of
Non-Foreign Status to the Trust promptly after such change.
Part III - Declaration
The undersigned, as the Beneficial Owner or a nominee thereof, agrees to
notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned understands that this certificate may
be disclosed to the Internal Revenue Service by the Trust and any false
statement contained therein could be punishable by fines, imprisonment or both.
F-1
<PAGE>
Under penalties of perjury, I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete and will further declare that I will inform the Trust of any change in
the information provided above, and, if applicable, I further declare that I
have the authority* to sign this document.
Name
Title (if applicable)
Signature and Date
*NOTE: If signed pursuant to a power of attorney, the power of attorney must
accompany this certificate.
F-2
<PAGE>
EXHIBIT G
FORM OF ERISA REPRESENTATION LETTER
_____________, 199__
Residential Funding Mortgage
Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
[CERTIFICATE REGISTRAR]
Re: Residential Funding Mortgage Securities II, Inc.
Home Equity Loan-Backed Certificates, Series 1998-HS3
Dear Sirs:
__________________________________ (the "Transferee") intends to
acquire from _____________________ (the "Transferor") a ___% Certificate
Percentage Interest of Residential Mortgage Securities II, Inc. Home Equity
Loan-Backed Certificates, Series 1998-HS3 (the "Certificates"), issued pursuant
to an Amended and Restated Trust Agreement (the "Trust Agreement") dated
September 28, 1998 among Residential Funding Mortgage Securities II, Inc., as
depositor (the "Depositor") and Wilmington Trust Company, as trustee (the "Owner
Trustee"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Trust Agreement.
The Transferee hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Owner Trustee, the Certificate Registrar and
the Master Servicer that either:
(1) The Certificates (i) are not being acquired by, and will not be
transferred to, any employee benefit plan within the meaning of section
3(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or other retirement
arrangement, including individual retirement accounts and annuities, Keogh
plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are
invested, that is subject to Section 406 of ERISA or Section 4975 of the
Internal Revenue Code of 1986 (the "Code") (any of the foregoing, a
"Plan"), (ii) are not being acquired with "plan assets" of a Plan within
the meaning of the Department of Labor ("DOL") regulation, 29 C.F.R. ss.
2510.3-101, and (iii) will not be transferred to any entity that is deemed
to be investing in plan assets within the meaning of the DOL regulation,
29 C.F.R. ss. 2510.3-101; or
(2) The purchase of the Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under
ERISA or Section 4975 of the Code, will not subject the Depositor or the
Trustee to any obligation in addition to those undertaken in the Trust
Agreement and, with respect to each source of funds being used by the
Transferee to acquire the Certificates (each being referred to as a
"Source") and the following statements in either (a) or (b):
(a) the Transferee is an insurance company and (i) the Source
is assets of its "general account," (ii) the conditions set forth in
PTCE 95-60 issued by the DOL have been satisfied and the purchase
and holding of Certificates by or on behalf of the Transferee are
exempt under PTCE 95-60 and (iii) the amount of reserves and
liabilities for such general account contracts held by or on behalf
of any Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof (for
purposes of this clause, all Plans maintained by the same employer
(or affiliate thereof) or employee organization are deemed to be a
single Plan) in connection with its purchase and holding of such
Certificates; or
(b) the Transferee is an insurance company and (i) the Source
is assets of its "general account," (ii) the requirements of Section
401(c) of ERISA and the DOL regulations to be promulgated thereunder
("401(c) Regulations") have been satisfied and will continue to be
satisfied and (iii) the Transferee represents that it understands
that the operation of the general account after December 31, 1999
may affect its ability to continue to hold the Certificates after
the date which is 18 months after the 401(c) Regulations become
final and unless a class exemption issued by the DOL or an exception
under Section 401(c) of ERISA is then available for the continued
holding of Certificates, if the assets of the general account
constitute Plan Assets, it will dispose of the Certificates prior to
the date which is 18 months after the 401(c) Regulations become
final.
(3) The Transferee is familiar with the prohibited transaction
restrictions and fiduciary responsibility requirements of Sections 406 and
407 of ERISA and Section 4975 of the Code and understands that each of the
parties to which this certification is made is relying and will continue
to rely on the statements made herein.
Very truly yours,
By:
Name:
Title:
G-1
<PAGE>
EXHIBIT H
FORM OF REPRESENTATION LETTER
_____________, 199__
Residential Funding Mortgage
Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
[CERTIFICATE REGISTRAR]
Re: Residential Funding Mortgage Securities II, Inc.
Home Equity Loan-Backed Certificates, Series 1998-HS3
Dear Sirs:
__________________________________ (the "Transferee") intends to
acquire from _____________________ (the "Transferor") a ___% Certificate
Percentage Interest of Residential Mortgage Securities II, Inc. Home Equity
Loan-Backed Certificates, Series 1998-HS3 (the "Certificates"), issued pursuant
to a Amended and Restated Trust Agreement (the "Trust Agreement") dated
September 28, 1998 among Residential Funding Mortgage Securities II, Inc., as
depositor (the "Depositor") and Wilmington Trust Company, as trustee (the "Owner
Trustee"). Capitalized terms used herein and not otherwise defined shall have
the meanings assigned thereto in the Trust Agreement.
The Transferee hereby certifies, represents and warrants to, and
covenants with, the Depositor, the Owner Trustee, the Certificate Registrar and
the Master Servicer that:
(1) the Transferee is acquiring the Certificate for its own behalf
and is not acting as agent or custodian for any other person or entity in
connection with such acquisition; and
(2) the Transferee is not a partnership, grantor trust or S
corporation for federal income tax purposes, or, if the Transferee is a
partnership, grantor trust or S corporation for federal income tax
purposes, the Certificates are not more than 50% of the assets of the
partnership, grantor trust or S corporation.
Very truly yours,
By:
Name:
Title:
G-1
<PAGE>
<PAGE>
EXHIBIT 4.5
EXECUTION COPY
HOME EQUITY LOAN TRUST 1998-HS3
Issuer
AND
THE CHASE MANHATTAN BANK
Indenture Trustee
INDENTURE
Dated as of September 28, 1998
------------------------------------------
HOME EQUITY LOAN-BACKED TERM NOTES
HOME EQUITY LOAN-BACKED VARIABLE FUNDING NOTES
-------------
<PAGE>
TABLE OF CONTENTS
Section Page
ARTICLE IDefinitions
1.01. Definitions..................................................2
1.02. Incorporation by Reference of Trust Indenture Act............2
1.03. Rules of Construction........................................2
ARTICLE IIOriginal Issuance of Notes
2.01. Form.........................................................4
2.02. Execution, Authentication and Delivery.......................4
ARTICLE IIICovenants
3.01. Collection of Payments with respect to the Revolving Credit Loans6
3.02. Maintenance of Office or Agency..............................6
3.03. Money for Payments to Be Held in Trust; Paying Agent.........6
3.04. Existence....................................................7
3.05. Payment of Principal and Interest; Defaulted Interest........8
3.06. Protection of Trust Estate..................................10
3.07. Opinions as to Trust Estate.................................11
3.08. Performance of Obligations; Servicing Agreement.............11
3.09. Negative Covenants..........................................12
3.10. Annual Statement as to Compliance...........................12
3.11. Recording of Assignments....................................13
3.12. Representations and Warranties Concerning the Revolving Credit
Loans...............................................13
3.13. Assignee of Record of the Revolving Credit Loans............13
3.14. Master Servicer as Agent and Bailee of the Indenture Trustee13
3.15. Investment Company Act......................................13
3.16. Issuer May Consolidate, etc.................................14
3.17. Successor or Transferee.....................................15
3.18. No Other Business...........................................15
3.19. No Borrowing................................................16
3.20. Guarantees, Loans, Advances and Other Liabilities...........16
3.21. Capital Expenditures........................................16
3.22. Owner Trustee Not Liable for Certificates or Related Documents16
3.23. Restricted Payments.........................................16
3.24. Notice of Events of Default.................................17
3.25. Further Instruments and Acts................................17
3.26. Statements to Noteholders...................................17
3.27. Determination of Note Rate..................................17
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Section Page
3.28. Payments under the Credit Enhancement Instrument............17
3.29. Payments under the RFC Demand Note..........................17
ARTICLE IVThe Notes; Satisfaction and Discharge of Indenture
4.01. The Notes; Increase of Maximum Variable Funding Balance; Variable
Funding Notes...............................................19
4.02. Registration of and Limitations on Transfer and Exchange of Notes;
Appointment of Certificate Registrar........................20
4.03. Mutilated, Destroyed, Lost or Stolen Notes..................22
4.04. Persons Deemed Owners.......................................23
4.05. Cancellation................................................23
4.06. Book-Entry Notes............................................23
4.07. Notices to Depository.......................................24
4.08. Definitive Notes............................................24
4.09. Tax Treatment...............................................25
4.10. Satisfaction and Discharge of Indenture.....................25
4.11. Application of Trust Money..................................26
4.12. Subrogation and Cooperation.................................26
4.13. Repayment of Monies Held by Paying Agent....................27
4.14. Temporary Notes.............................................27
ARTICLE VDefault and Remedies
5.01. Events of Default...........................................28
5.02. Acceleration of Maturity; Rescission and Annulment..........28
5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee ...........................................29
5.04. Remedies; Priorities........................................31
5.05. Optional Preservation of the Trust Estate...................32
5.06. Limitation of Suits.........................................33
5.07. Unconditional Rights of Noteholders to Receive Principal
and Interest ...............................................33
5.08. Restoration of Rights and Remedies..........................33
5.09. Rights and Remedies Cumulative..............................34
5.10. Delay or Omission Not a Waiver..............................34
5.11. Control by Noteholders......................................34
5.12. Waiver of Past Defaults.....................................35
5.13. Undertaking for Costs.......................................35
5.14. Waiver of Stay or Extension Laws............................35
5.15. Sale of Trust Estate........................................35
5.16. Action on Notes.............................................37
ii
<PAGE>
Section Page
ARTICLE VIThe Indenture Trustee
6.01. Duties of Indenture Trustee.................................39
6.02. Rights of Indenture Trustee.................................40
6.03. Individual Rights of Indenture Trustee......................40
6.04. Indenture Trustee's Disclaimer..............................40
6.05. Notice of Event of Default..................................40
6.06. Reports by Indenture Trustee to Holders.....................41
6.07. Compensation and Indemnity..................................41
6.08. Replacement of Indenture Trustee............................41
6.09. Successor Indenture Trustee by Merger.......................42
6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee ....................................................43
6.11. Eligibility; Disqualification...............................44
6.12. Preferential Collection of Claims Against Issuer............44
6.13. Representations and Warranties..............................44
6.14. Directions to Indenture Trustee.............................45
6.15. Indenture Trustee May Own Securities........................45
ARTICLE VIINoteholders' Lists and Reports
7.01. Issuer to Furnish Indenture Trustee Names and Addresses of
Noteholders.................................................46
7.02. Preservation of Information; Communications to Noteholders..46
7.03. Reports by Issuer...........................................46
7.04. Reports by Indenture Trustee................................47
ARTICLE VIIIAccounts, Disbursements and Releases
8.01. Collection of Money.........................................48
8.02. Trust Accounts..............................................48
8.03. Officer's Certificate.......................................48
8.04. Termination Upon Distribution to Noteholders................49
8.05. Release of Trust Estate.....................................49
8.06. Surrender of Notes Upon Final Payment.......................49
ARTICLE IXSupplemental Indentures
9.01. Supplemental Indentures Without Consent of Noteholders......50
9.02. Supplemental Indentures With Consent of Noteholders.........51
9.03. Execution of Supplemental Indentures........................52
iii
<PAGE>
Section Page
9.04. Effect of Supplemental Indenture............................53
9.05. Conformity with Trust Indenture Act.........................53
9.06. Reference in Notes to Supplemental Indentures...............53
ARTICLE XMiscellaneous
10.01. Compliance Certificates and Opinions, etc...................54
10.02. Form of Documents Delivered to Indenture Trustee............55
10.03. Acts of Noteholders.........................................56
10.04. Notices, etc., to Indenture Trustee, Issuer, Credit Enhancer
and Rating Agencies........................................57
10.05. Notices to Noteholders; Waiver..............................57
10.06. Alternate Payment and Notice Provisions.....................58
10.07. Conflict with Trust Indenture Act...........................58
10.08. Effect of Headings..........................................58
10.09. Successors and Assigns......................................58
10.10. Separability................................................59
10.11. Benefits of Indenture.......................................59
10.12. Legal Holidays..............................................59
10.13. GOVERNING LAW...............................................59
10.14. Counterparts................................................59
10.15. Recording of Indenture......................................59
10.16. Issuer Obligation...........................................59
10.17. No Petition.................................................60
10.18. Inspection..................................................60
Signatures and Seals .................................................... 81
Acknowledgments ......................................................... 82
EXHIBITS
Exhibit A-1 - Form of Term Notes
Exhibit A-2 - Form of Variable Funding Notes
Exhibit B - Form of 144A Investment Representation for Capped Funding Notes
Exhibit C - Form of Investor Representation Letter for Capped Funding Notes
Exhibit D - Form of Transferor Representation Letter for Capped Funding Notes
Appendix A Definitions
iv
<PAGE>
This Indenture, dated as of September 28, 1998, between HOME EQUITY
LOAN TRUST 1998-HS3, a Delaware business trust, as Issuer (the "Issuer"), and
THE CHASE MANHATTAN BANK, as Indenture Trustee (the "Indenture Trustee"),
WITNESSETH THAT:
Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's
Series 1998-HS3 Home Equity Loan-Backed Term Notes and Home Equity Loan-Backed
Variable Funding Notes (together, the "Notes").
GRANTING CLAUSE
The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created (a) the Revolving Credit Loans, (b) all funds on deposit from time to
time in the Payment Account and in all proceeds thereof; (c) the Credit
Enhancement Instrument; (d) the RFC Demand Note; and (e) all present and future
claims, demands, causes and choses in action in respect of any or all of the
foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").
The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.
The foregoing Grant shall inure to the benefit of the Credit
Enhancer in respect of draws made on the Credit Enhancement Instrument and
amounts owing from time to time pursuant to the Insurance Agreement (regardless
of whether such amounts relate to the Notes or the Certificates), and such Grant
shall continue in full force and effect for the benefit of the Credit Enhancer
until all such amounts owing to it have been repaid in full.
The Indenture Trustee, as trustee on behalf of the Holders of the
Notes, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein.
<PAGE>
ARTICLE
Definitions
Section 1.0 Definitions. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.
Section 1.0 Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:
"Commission" means the Securities and Exchange Commission.
"indenture securities" means the Notes.
"indenture security holder" means a Noteholder.
"indenture to be qualified" means this Indenture.
"indenture trustee" or "institutional trustee" means the Indenture Trustee.
"obligor" on the indenture securities means the Issuer and any other
obligor on the
indenture securities.
All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission
rule have the meaning assigned to them by such definitions.
Section 1.0 Rules of Construction. Unless the context otherwise requires:
a term has the meaning assigned to it;
an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting principles
as in effect from time to time;
"or" is not exclusive;
"including" means including without limitation;
2
<PAGE>
words in the singular include the plural and words in the plural include
the singular; and
any agreement, instrument or statute defined or referred to
herein or in any instrument or certificate delivered in connection
herewith means such agreement, instrument or statute as from time to time
amended, modified or supplemented and includes (in the case of agreements
or instruments) references to all attachments thereto and instruments
incorporated therein; references to a Person are also to its permitted
successors and assigns.
3
<PAGE>
ARTICLE
Original Issuance of Notes
Section 2.0 Form. The Term Notes and the Variable Funding Notes, in each
case together with the Indenture Trustee's certificate of authentication, shall
be in substantially the forms set forth in Exhibits A-1 and A-2, respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the officers executing
such Notes, as evidenced by their execution of the Notes. Any portion of the
text of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.
The Notes shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders), all as determined by the Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.
The terms of the Notes set forth in Exhibits A-1 and A-2 are part of the
terms of this Indenture.
Section 2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.
Notes bearing the manual or facsimile signature of individuals who were at
any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.
The Indenture Trustee shall upon Issuer Request authenticate and deliver
Term Notes for original issue in an aggregate initial principal amount of
$150,000,000 and Variable Funding Notes for original issue in an aggregate
initial principal amount of zero. The Security Balance of the Variable Funding
Notes in the aggregate may not exceed the Maximum Variable Funding Balance.
Each Note shall be dated the date of its authentication. The Notes shall
be issuable as registered Notes and the Term Notes shall be issuable in the
minimum initial Security Balances of $25,000 and in integral multiples of $1,000
in excess thereof.
Each Variable Funding Note shall be initially issued with a Security
Balance of $0 or, if applicable, with a Security Balance in the amount equal to
the Additional Balance Differential for the Collection Period related to the
Payment Date following the date of issuance of such Variable Funding Note
pursuant to Section 4.01(c).
4
<PAGE>
No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose, unless there appears on such Note a certificate
of authentication substantially in the form provided for herein executed by the
Indenture Trustee by the manual signature of one of its authorized signatories,
and such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder.
5
<PAGE>
ARTICLE
Covenants
Section 3.0 Collection of Payments with respect to the Revolving Credit
Loans. The Indenture Trustee shall establish and maintain with itself the
Payment Account in which the Indenture Trustee shall, subject to the terms of
this paragraph, deposit, on the same day as it is received from the Master
Servicer, each remittance received by the Indenture Trustee with respect to the
Revolving Credit Loans. The Indenture Trustee shall make all payments of
principal of and interest on the Notes, subject to Section 3.03 as provided in
Section 3.05 herein from monies on deposit in the Payment Account.
Section 3.0 Maintenance of Office or Agency. The Issuer will maintain in
the City of New York, an office or agency where, subject to satisfaction of
conditions set forth herein, Notes may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof,
such surrenders, notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.
Section 3.0 Money for Payments to Be Held in Trust; Paying Agent. (a) As
provided in Section 3.01, all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Payment Account
pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture
Trustee or by the Paying Agent, and no amounts so withdrawn from the Payment
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section 3.03.
The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of
this Section 3.03, that such Paying Agent will:
hold all sums held by it for the payment of amounts due with
respect to the Notes in trust for the benefit of the Persons entitled
thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and pay such sums to such Persons as herein
provided;
give the Indenture Trustee and the Credit Enhancer written
notice of any default by the Issuer of which it has actual knowledge in
the making of any payment required to be made with respect to the Notes;
6
<PAGE>
at any time during the continuance of any such default, upon
the written request of the Indenture Trustee, forthwith pay to the
Indenture Trustee all sums so held in trust by such Paying Agent;
immediately resign as Paying Agent and forthwith pay to the
Indenture Trustee all sums held by it in trust for the payment of Notes,
if at any time it ceases to meet the standards required to be met by a
Paying Agent at the time of its appointment;
comply with all requirements of the Code with respect to the
withholding from any payments made by it on any Notes of any applicable
withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith; and
deliver to the Indenture Trustee a copy of the report to
Noteholders prepared with respect to each Payment Date by the Master
Servicer pursuant to Section 4.01 of the Servicing Agreement.
The Issuer may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, by Issuer Request
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Indenture 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 Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.
Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Inden-
ture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; provided, however, that the Indenture Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense
and direction of the Issuer cause to be published once, in an Authorized
Newspaper, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Issuer. The Indenture Trustee may also adopt and employ, at the expense
and direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).
Section 3.0 Existence. The Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any
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successor Issuer hereunder is or becomes, organized under the laws of any other
state or of the United States of America, in which case the Issuer will keep in
full effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes, the
Revolving Credit Loans and each other instrument or agreement included in the
Trust Estate.
Section 3.0 Payment of Principal and Interest; Defaulted Interest. On each
Payment Date from amounts on deposit in the Payment Account (other than amounts
therein constituting proceeds of the RFC Demand Note), the Paying Agent shall
pay to the Noteholders, the Certificate Paying Agent, on behalf of the
Certificateholders, and to other Persons the amounts to which they are entitled,
as set forth in the statements delivered to the Indenture Trustee pursuant to
Section 4.01 of the Servicing Agreement, as set forth below in the following
order of priority:
to the Noteholders, as interest on the Term Notes and
Variable Funding Notes, interest for the related Interest Period at the
Note Rate on the Security Balances of Notes immediately prior to such
Payment Date, other than any Interest Shortfalls;
to the Noteholders, as principal on the Term Notes and
Variable Funding Notes, pro rata based on the Security Balances thereof,
the Principal Collection Distribution Amount for such Payment Date;
to the Noteholders, as principal to the Term Notes and
Variable Funding Notes, pro rata based on the Security Balances thereof,
the Liquidation Loss Distribution Amount for such Payment Date;
to the Credit Enhancer, in the amount of the premium for the Credit
Enhancement Instrument (with interest thereon as provided in the Insurance
Agreement);
to the Credit Enhancer, to reimburse it for prior draws made
on the Credit Enhancement Instrument (with interest thereon as provided in
the Insurance Agreement) (except for draws attributable to Excess Loss
Amounts);
to the Noteholders, as principal to the Term Notes and
Variable Funding Notes, pro rata based on the Security Balances thereof,
the amount necessary to reduce the aggregate Security Balance of the Notes
to the Pool Balance as of the end of the related Collection Period (if
applicable) and then to bring the Outstanding Reserve Amount up to the
Reserve Amount Target;
to the Credit Enhancer, any other amounts owed to the Credit Enhancer
pursuant to the Insurance Agreement;
to pay the Term Notes and Variable Funding Notes, any
Interest Shortfalls not previously paid (together with interest thereon at
the Note Rate (as adjusted
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from time to time)), pro rata, based on such amount remaining unpaid with
respect to each of such Notes;
to the Indenture Trustee, any amounts owing to the Indenture Trustee
pursuant to Section 6.07 remaining unpaid; and
any remaining amount, to the Certificate Paying Agent, on behalf of the
holders of the Certificates;
provided, however, in the event that on a Payment Date a Credit Enhancer Default
shall have occurred and be continuing, then the priorities of distributions
described above will be adjusted such that payments of any amounts to be paid to
the Credit Enhancer will not be paid until the full amount of interest and
principal in accordance with clauses (i) through (iii) and (vi) above that are
due and required to be paid on the Notes on such Payment Date have been paid and
provided, further, that on the Final Scheduled Payment Date or other final
Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal
to the Security Balances of the Notes immediately prior to such Payment Date.
For purposes of the foregoing, required payments of principal on the Notes on
each Payment Date will include the pro rata portion allocable to the Notes of
all Liquidation Loss Amounts for such Payment Date and for all previous
Collection Periods until paid or covered in full, to the extent not otherwise
covered by a Liquidation Loss Distribution Amount, a reduction of the
Outstanding Reserve Amount or a draw on the Credit Enhancement Instrument (up to
the outstanding Security Balance thereof).
In addition to the foregoing, on the Insured Undercollateralization
Payment Date, if there is any Undercollateralization Amount remaining and a
Credit Enhancer Default shall have occurred and be continuing, the Noteholders
shall be entitled to an additional principal payment (to be allocated to the
Term Notes and Variable Funding Notes on a pro rata basis) equal to the
Undercollateralization Amount, if any, remaining after payment of the above
specified amounts, which shall be payable from proceeds of the RFC Demand Note
drawn pursuant to Section 3.29.
On each Payment Date, the Certificate Paying Agent shall deposit in the
Certificate Distribution Account all amounts it received pursuant to this
Section 3.05 for the purpose of distributing such funds to the
Certificateholders.
The amounts paid to Noteholders shall be paid to the Term Notes and the
Variable Funding Notes in accordance with the applicable percentage as set forth
in paragraph (b) below. Interest will accrue on the Notes during an Interest
Period on the basis of the actual number of days in such Interest Period and a
year assumed to consist of 360 days.
Any installment of interest or principal, if any, payable on any Note that
is punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall, if such Holder holds Notes of an aggregate initial Security Balance
of at least $10,000, be paid to each Holder of record on the preceding Record
Date, by wire transfer to an account specified in writing by such Holder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or in all other cases or if no such instructions have been delivered to the
Indenture Trustee, by check to
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such Noteholder mailed to such Holder's address as it appears in the Note
Register the amount required to be distributed to such Holder on such Payment
Date pursuant to such Holder's Securities; provided, however, that the Indenture
Trustee shall not pay to such Holders any amount required to be withheld from a
payment to such Holder by the Code.
The principal of each Note shall be due and payable in full on the Final
Scheduled Payment Date for such Note as provided in the related form of Note set
forth in Exhibits A-1 and A-2. All principal payments on each of the Term Notes
and the Variable Funding Notes shall be made to the Noteholders entitled thereto
in accordance with the Percentage Interests represented by such Notes. Upon
written notice to the Indenture Trustee by the Issuer, the Indenture Trustee
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Final Scheduled Payment Date or other
final Payment Date. Such notice shall be mailed no later than five Business Days
prior to such Final Scheduled Payment Date or other final Payment Date and shall
specify that payment of the principal amount and any interest due with respect
to such Note at the Final Scheduled Payment Date or other final Payment Date
will be payable only upon presentation and surrender of such Note and shall
specify the place where such Note may be presented and surrendered for such
final payment.
Section 3.0 Protection of Trust Estate. (a) The Issuer will from time to
time execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and will take such other action necessary or advisable
to:
maintain or preserve the lien and security interest (and the
priority thereof) of this Indenture or carry out more effectively the
purposes hereof;
perfect, publish notice of or protect the validity of any Grant made or to
be made by this Indenture;
cause the Trust to enforce any of the Revolving Credit Loans; or
preserve and defend title to the Trust Estate and the rights
of the Indenture Trustee and the Noteholders in such Trust Estate against
the claims of all persons and parties.
(b) Except as otherwise provided in this Indenture, the Indenture Trustee
shall not remove any portion of the Trust Estate that consists of money or is
evidenced by an instrument, certificate or other writing from the jurisdiction
in which it was held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.07 (or from the jurisdiction in which it was held as
described in the Opinion of Counsel delivered at the Closing Date pursuant to
Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to
Section 3.07(b)) unless the Trustee shall have first received an Opinion of
Counsel to the effect that the lien and security interest created by this
Indenture with respect to such property will continue to be maintained after
giving effect to such action or actions.
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The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pur-
suant to this Section 3.06.
Section 3.0 Opinions as to Trust Estate. On the Closing Date, the Issuer
shall furnish to the Indenture Trustee and the Owner Trustee an Opinion of
Counsel at the expense of the Issuer either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording and filing of
this Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and security interest in the Revolving Credit Loans and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.
On or before December 31st in each calendar year, beginning in 1998, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and security interest in the Revolving Credit Loans and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Revolving Credit Loans until
December 31 in the following calendar year.
Section 3.0 Performance of Obligations; Servicing Agreement. The Issuer
will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the Basic Documents and in the instruments and
agreements included in the Trust Estate.
The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer.
The Issuer will not take any action or permit any action to be taken
by others which would release any Person from any of such Person's covenants or
obligations under any of the documents relating to the Revolving Credit Loans or
under any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Revolving
Credit Loans or any such instrument, except such actions as the Master Servicer
is expressly permitted to take in the Servicing Agreement.
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The Issuer may retain an administrator and may enter into contracts
with other Persons for the performance of the Issuer's obligations hereunder,
and performance of such obligations by such Persons shall be deemed to be
performance of such obligations by the Issuer.
Section 3.0 Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:
except as expressly permitted by this Indenture, sell,
transfer, exchange or otherwise dispose of the Trust Estate, unless
directed to do so by the Indenture Trustee;
claim any credit on, or make any deduction from the
principal or interest payable in respect of, the Notes (other than amounts
properly withheld from such payments under the Code) or assert any claim
against any present or former Noteholder by reason of the payment of the
taxes levied or assessed upon any part of the Trust Estate;
permit the validity or effectiveness of this Indenture to
be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person
to be released from any covenants or obligations with respect to the Notes
under this Indenture except as may be expressly permitted hereby,
permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance (other than the lien of this Indenture) to be created on
or extend to or other-
wise arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof or permit the lien of this
Indenture not to constitute a valid first priority security interest in
the Trust Estate; or
impair or cause to be impaired the Issuer's interest in the
Revolving Credit Loans, the Revolving Credit Loan Purchase Agreement or in
any Basic Document, if any such action would materially and adversely
affect the interests of the Noteholders.
Section 3. Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, within 120 days after the end of each fiscal year of the
Issuer (commencing with the fiscal year 1998), an Officer's Certificate stating,
as to the Authorized Officer signing such Officer's Certificate, that:
a review of the activities of the Issuer during such year
and of its performance under this Indenture and the Trust Agreement has
been made under such Authorized Officer's supervision; and
to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has complied with all conditions and covenants
under this Indenture and the provisions of the Trust Agreement throughout
such year, or, if there has been a default in its compliance with any such
condition or covenant, specifying each such default known to such
Authorized Officer and the nature and status thereof.
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Section 3. Recording of Assignments. The Issuer shall enforce the
obligation of the Seller under the Revolving Credit Loan Purchase Agreement to
submit or cause to be submitted for recording all Assignments of Mortgages
within 60 days of receipt of recording information by the Master Servicer.
Section 3. Representations and Warranties Concerning the Revolving Credit
Loans. The Indenture Trustee, as pledgee of the Revolving Credit Loans, has the
benefit of the represen-
tations and warranties made by the Seller in Section 3.1(a) and Section 3.1(b)
of the Revolving Credit Loan Purchase Agreement concerning the Revolving Credit
Loans and the right to enforce the remedies against the Seller provided in such
Section 3.1(a) or Section 3.1(b) to the same extent as though such
representations and warranties were made directly to the Indenture Trustee.
Section 3. Assignee of Record of the Revolving Credit Loans. As pledgee of
the Revolving Credit Loans, the Indenture Trustee shall hold record title to the
Revolving Credit Loans by being named as payee in the endorsements of the
Mortgage Notes and assignee in the Assignments of Mortgage to be recorded under
Section 2.1 of the Revolving Credit Loan Purchase Agreement. Except as expressly
provided in the Revolving Credit Loan Purchase Agreement or in the Servicing
Agreement with respect to any specific Revolving Credit Loan, the Indenture
Trustee shall not execute any endorsement or assignment or otherwise release or
transfer such record title to any of the Revolving Credit Loans until such time
as the remaining Trust Estate may be released pursuant to Section 8.05(b).
Section 3. Master Servicer as Agent and Bailee of the Indenture Trustee.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the Master Servicer, the Issuer and the Indenture
Trustee hereby acknowledge that the Master Servicer is acting as agent and
bailee of the Indenture Trustee in holding amounts on deposit in the Custodial
Account pursuant to Section 3.02 of the Servicing Agreement that are allocable
to the Revolving Credit Loans, as well as the agent and bailee of the Indenture
Trustee in holding any Related Documents released to the Master Servicer
pursuant to Section 3.06(c) of the Servicing Agreement, and any other items
constituting a part of the Trust Estate which from time to time come into the
possession of the Master Servicer. It is intended that, by the Master Servicer's
acceptance of such agency pursuant to Section 3.02 of the Servicing Agreement,
the Indenture Trustee, as a pledgee of the Revolving Credit Loans, will be
deemed to have possession of such Related Documents, such monies and such other
items for purposes of Section 9-305 of the Uniform Commercial Code of the state
in which such property is held by the Master Servicer.
Section 3. Investment Company Act. The Issuer shall not become an
"investment company" or under the "control" of an "investment company" as such
terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuer shall be in compliance with this Section 3.15
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.
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Section 3. Issuer May Consolidate, etc. The Issuer shall not consolidate or
merge with or into any other Person, unless:
the Person (if other than the Issuer) formed by or surviving
such consolidation or merger shall be a Person organized and existing
under the laws of the United States of America or any state or the
District of Columbia and shall expressly assume, by an indenture
supplemental hereto, executed and delivered to the Indenture Trustee, in
form reasonably satisfactory to the Indenture Trustee, the due and
punctual payment of the principal of and interest on all Notes and to the
Certificate Paying Agent, on behalf of the Certificateholders and the
performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as
provided herein;
immediately after giving effect to such transaction, no Event of Default
shall have occurred and be continuing;
the Issuer receives consent of the Credit Enhancer and the
Rating Agencies shall have notified the Issuer that such transaction shall
not cause the rating of the Notes or the Certificates to be reduced,
suspended or withdrawn or to be considered by either Rating Agency to be
below investment grade without taking into account the Credit Enhancement
Instrument;
the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee and the
Credit Enhancer) to the effect that such transaction will not have any
material adverse tax consequence to the Issuer, any Noteholder or any
Certificateholder;
any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and
the Issuer shall have delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation or merger and such supplemental indenture comply with this
Article III and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required
by the Exchange Act).
The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:
the Person that acquires by conveyance or transfer the
properties and assets of the Issuer the conveyance or transfer of which is
hereby restricted shall be a United States citizen or a Person organized
and existing under the laws of the United States of America or any state,
expressly assumes, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Indenture
Trustee, the due and punctual payment of the principal of and interest on
all
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Notes and the performance or observance of every agreement and covenant of
this Indenture on the part of the Issuer to be performed or observed, all
as provided herein,
expressly agrees by means of such supplemental indenture that all right,
title and interest so conveyed or transferred shall be subject and
subordinate to the rights of Holders of the Notes, unless otherwise
provided in such supplemental indenture, expressly agrees to indemnify,
defend and hold harmless the Issuer against and from any loss, liability
or expense arising under or related to this Indenture and the Notes and
expressly agrees by means of such supplemental indenture that such Person
(or if a group of Persons, then one specified Person) shall make all
filings with the Commission (and any other appropriate Person) required by
the Exchange Act in connection with the Notes;
immediately after giving effect to such transaction, no Default or
Event of Default shall have occurred and be continuing;
the Issuer receives consent of the Credit Enhancer and the
Rating Agencies shall have notified the Issuer that such transaction shall
not cause the rating of the Notes or the Certificates to be reduced,
suspended or withdrawn, if determined without regard to the Credit
Enhancement Instrument;
the Issuer shall have received an Opinion of Counsel (and
shall have delivered copies thereof to the Indenture Trustee) to the
effect that such transaction will not have any material adverse tax
consequence to the Issuer or any Noteholder;
any action that is necessary to maintain the lien and
security interest created by this Indenture shall have been taken; and
the Issuer shall have delivered to the Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this
Article III and that all conditions precedent herein provided for relating
to such transaction have been complied with (including any filing required
by the Exchange Act).
Section 3. Successor or Transferee. Upon any consolidation or merger of
the Issuer in accordance with Section 3.16(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.
Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.16(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer.
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Section 3. No Other Business. The Issuer shall not engage in any business
other than financing, purchasing, owning and selling and managing the Revolving
Credit Loans and the issuance of the Notes and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.
Section 3. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.
Section 3. Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the Basic Documents, the Issuer shall not make
any loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another's payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any stock, obligations, assets or securities of, or any
other interest in, or make any capital contribution to, any other Person.
Section 3. Capital Expenditures. The Issuer shall not make any expenditure
(by long- term or operating lease or otherwise) for capital assets (either
realty or personalty).
Section 3. Owner Trustee Not Liable for Certificates or Related Documents.
The recitals contained herein shall be taken as the statements of the Depositor,
and the Owner Trustee assumes no responsibility for the correctness thereof. The
Owner Trustee makes no representations as to the validity or sufficiency of this
Indenture, of any Basic Document or of the Certificates (other than the
signatures of the Owner Trustee on the Certificates) or the Notes, or of any
Related Documents. The Owner Trustee shall at no time have any responsibility or
liability with respect to the sufficiency of the Owner Trust Estate or its
ability to generate the payments to be distributed to Certificateholders under
the Trust Agreement or the Noteholders under this Indenture, including, the
compliance by the Depositor or the Seller with any warranty or representation
made under any Basic Document or in any related document or the accuracy of any
such warranty or representation, or any action of the Certificate Paying Agent,
the Certificate Registrar or the Indenture Trustee taken in the name of the
Owner Trustee.
Section 3. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (x) distributions to the Owner Trustee
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under the Trust Agreement and (y) payments to the
Master Servicer pursuant to the terms of the Servicing Agreement. The Issuer
will not, directly or indirectly, make payments to or distributions from the
Custodial Account except in accordance with this Indenture and the Basic
Documents.
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Section 3. Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Credit Enhancer and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.
Section 3. Further Instruments and Acts. Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.
Section 3. Statements to Noteholders. On each Payment Date, the Indenture
Trustee and the Certificate Registrar shall forward by mail to each Noteholder
and Certificateholder, respectively, the Statement delivered to it, on the
Business Day following the related Determination Date pursuant to Section 4.01
of the Servicing Agreement.
Section 3. Determination of Note Rate. On the second LIBOR Business Day
immediately preceding (i) the Closing Date in the case of the first Interest
Period and (ii) the first day of each succeeding Interest Period, the Indenture
Trustee shall determine LIBOR and the Note Rate for such Interest Period and
shall inform the Issuer, the Master Servicer and the Depositor at their
respective facsimile numbers given to the Indenture Trustee in writing.
Section 3. Payments under the Credit Enhancement Instrument. On any
Payment Date, the Indenture Trustee shall make a draw on the Credit Enhancement
Instrument in an amount, if any, equal to the Credit Enhancement Draw Amount.
For purposes of the foregoing, amounts in the Payment Account available for
interest distributions on any Payment Date shall be deemed to include all
amounts distributed on the Revolving Credit Loans for such Payment Date, other
than the Principal Collection Distribution Amount and the Liquidation Loss
Distribution Amount (if any) distributed thereon. On any Dissolution Payment
Date, the Indenture Trustee shall make a draw on the Credit Enhancement
Instrument in an amount, if any, equal to the Dissolution Draw. In addition, on
the Final Scheduled Payment Date, the Indenture Trustee shall make a draw on the
Credit Enhancement Instrument in the amount by which the Security Balances on
the Notes exceeds the payments otherwise available to be made to the Holders
thereof on the Final Scheduled Payment Date.
The Indenture Trustee shall submit, if a Credit Enhancement Draw Amount
or Dissolution Draw is specified in any Statement to Holders prepared by the
Master Servicer pursuant to Section 4.01 of the Servicing Agreement, the Notice
of NonPayment and Demand for Payment of Insured Amounts (in the form attached as
Exhibit A to the Credit Enhancement Instrument) in the amount of the Credit
Enhancement Draw Amount or Dissolution Draw to the Credit Enhancer no later than
2:00 P.M., New York City time, on the second Business Day prior to the
applicable Payment Date. Upon receipt of such Credit Enhancement Draw Amount or
Dissolution Draw in accordance with the terms of the Credit Enhancement
Instrument, the Indenture Trustee shall deposit such Credit Enhancement Draw
Amount or Dissolution Draw in the Payment Account for distribution to
Noteholders pursuant to Section 3.05.
Section 3. Payments under the RFC Demand Note. On the Insured
Undercollateralization Payment Date, the Indenture Trustee shall demand payment
from the Seller
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under the RFC Demand Note of the entire amount payable thereunder. If a Credit
Enhancer Default has occurred and is continuing, the Indenture Trustee shall
deposit into the Payment Account an amount equal to the Undercollateralization
Amount, if any, remaining after payment of all other amounts to be paid pursuant
to Section 3.05(a) on such Payment Date. Such amount shall be paid to the
Noteholders on such Payment Date in accordance with the second paragraph of
Section 3.05(a). The excess of the amount paid under the RFC Demand Note over
any amounts paid to the Noteholders pursuant to the prior sentence shall be
released from the lien of the Indenture and transferred to the Certificate
Paying Agent for distribution to the Certificateholders on such Payment Date
pursuant to Section 5.01(a) of the Trust Agreement. If on any Payment Date prior
to the Insured Undercollateralization Payment Date the Undercollateralization
Amount has been reduced to zero, the Indenture Trustee shall demand payment from
the Seller on such Payment Date of the entire amount payable under the RFC
Demand Note, and the entire amount so paid shall thereupon be released from the
lien of the Indenture and transferred to the Certificate Paying Agent for
distribution to the Certificateholders pursuant to Section 5.01(a) of the Trust
Agreement.
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ARTICLE
The Notes; Satisfaction and Discharge of Indenture
Section 4.0 The Notes; Increase of Maximum Variable Funding Balance;
Variable Funding Notes. The Term Notes shall be registered in the name of a
nominee designated by the Depository. Beneficial Owners will hold interests in
the Term Notes as set forth in Section 4.06 herein in minimum initial Security
Balances of $25,000 and integral multiples of $1,000 in excess thereof. The
Capped Funding Notes will be issued as definitive notes in fully registered form
in minimum initial Security Balances of $10,000 and integral multiples of $1,000
in excess thereof, together with any additional amount necessary to cover (i)
the aggregate initial Security Balance of the Capped Funding Notes surrendered
at the time of the initial denominational exchange thereof (with such initial
Security Balance in each case being deemed to be the Security Balance of the
Capped Funding Notes at the time of such initial denominational exchange
thereof) or (ii) the aggregate initial Security Balance of any Capped Funding
Notes issued in an exchange described in subsection (d) below.
The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Term Notes for the
purposes of exercising the rights of Holders of Term Notes hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Term Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08,
Beneficial Owners shall not be entitled to definitive certif-
icates for the Term Notes as to which they are the Beneficial Owners. Requests
and directions from, and votes of, the Depository as Holder of the Term Notes
shall not be deemed inconsistent if they are made with respect to different
Beneficial Owners. The Indenture Trustee may establish a reasonable record date
in connection with solicitations of consents from or voting by Noteholders and
give notice to the Depository of such record date. Without the consent of the
Issuer and the Indenture Trustee, no Term Note may be transferred by the
Depository except to a successor Depository that agrees to hold such Note for
the account of the Beneficial Owners.
In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuer may appoint a
successor Depository. If no successor Depository has been appointed within 30
days of the effective date of the Depository's resignation or removal, each
Beneficial Owner shall be entitled to certificates representing the Notes it
beneficially owns in the manner prescribed in Section 4.08.
The Notes shall, on original issue, be executed on behalf of the Issuer by
the Owner Trustee, not in its individual capacity but solely as Owner Trustee,
authenticated by the Note Registrar and delivered by the Indenture Trustee to or
upon the order of the Issuer.
On each Payment Date, the aggregate Security Balance of the Variable
Funding Notes shall be increased by an amount equal to the Additional Balance
Differential for such Payment Date, subject to the Maximum Variable Funding
Balance and the terms and conditions
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set forth below. The Maximum Variable Funding Balance may be increased as
provided in
Section 9.01(a)(viii).
The Variable Funding Note issued on the Closing Date shall bear the
Designation "VFN-1" and each new Variable Funding Note will bear sequential
numerical designations in the order of their issuance.
Subject to the following conditions, the Variable Funding Notes may be
exchanged pursuant to Section 4.02 for one or more Capped Funding Notes. Prior
to any such exchange, the party requesting the exchange must provide an Opinion
of Counsel, addressed to the Credit Enhancer, the Issuer and the Indenture
Trustee, to the effect that the Capped Funding Notes shall qualify for federal
income tax purposes as indebtedness of the Issuer and the Issuer will not be
characterized as an association (or a publicly traded partnership) taxable as a
corporation or a taxable mortgage pool within the meaning of Section 7701(i) of
the Code. If required by the Opinion of Counsel, the Capped Funding Notes may be
issued concurrently with a reduction in the Security Balance of the Variable
Funding Notes and an equivalent increase in the Security Balance of the
Certificates, pursuant to Section 3.12 of the Trust Agreement. Upon receipt of
the Opinion of Counsel, the Indenture Trustee shall issue Capped Funding Notes
with a Security Balance equal to the Security Balance permitted under such
Opinion of Counsel, in minimum denominations as set forth in subsection (a)
above. The Capped Funding Notes shall bear the designation "Capped" in addition
to any other applicable designation. In connection with such exchange, any
Security Balance not represented by either a Capped Funding Note or an increase
in the Security Balance of the Certificates referred to above shall result in
the issuance of a new Variable Funding Note having an initial Security Balance
equal to the excess of the outstanding Security Balance of the Variable Funding
Note so surrendered over the initial Security Balances of the Capped Funding
Notes and an increase in the Security Balance of the Certificates referred to
above. The Indenture Trustee and the Issuer agree to cooperate with each other
and the party requesting the exchange of Variable Funding Notes for Capped
Funding Notes, the Credit Enhancer, the Depositor, the Seller and the Owner
Trustee and to cause no unreasonable delay in issuing Capped Funding Notes in
connection with this Section and Section 3.14 of the Trust Agreement.
Section 4.0 Registration of and Limitations on Transfer and Exchange of
Notes; Appointment of Certificate Registrar. The Issuer shall cause to be kept
at the Indenture Trustee's Corporate Trust Office a Note Register in which,
subject to such reasonable regulations as it may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided.
Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Note at the Corporate Trust
Office, the Issuer shall execute and the Note Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes in authorized initial Security Balances evidencing the same aggregate
Percentage Interests.
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No Variable Funding Note, other than any Capped Funding Notes, may be
transferred. Subject to the provisions set forth below, Capped Funding Notes may
be transferred, provided that with respect to the initial transfer thereof by
the Seller, prior written notification of such transfer shall have been given to
the Rating Agencies and to the Credit Enhancer by the Seller.
No transfer, sale, pledge or other disposition of a Capped Funding Note
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event of any such transfer, the Indenture Trustee or the Issuer
shall require the transferee to execute either (i)(a) an investment letter in
substantially the form attached hereto as Exhibit B (or in such form and
substance reasonably satisfactory to the Indenture Trustee and the Issuer) which
investment letters shall not be an expense of the Trust, the Owner Trustee, the
Indenture Trustee, the Master Servicer, the Depositor or the Issuer and which
investment letter states that, among other things, such transferee (a) is a
"qualified institutional buyer" as defined under Rule 144A, acting for its own
account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (b) is aware that the proposed transferor intends to rely
on the exemption from registration requirements under the Securities Act of
1933, as amended, provided by Rule 144A or (ii)(a) a written Opinion of Counsel
(which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Indenture Trustee and the Issuer 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 Indenture Trustee or the Issuer and (b) the Indenture Trustee shall
require the transferee executes an investment letter in substantially the form
of Exhibit C hereto and the transferor executes a representation letter,
substantially in the form of Exhibit D hereto acceptable to and in form and
substance reasonably satisfactory to the Issuer and the Indenture Trustee
certifying to the Issuer and the Indenture Trustee the facts surrounding such
transfer, which investment letter shall not be an expense of the Indenture
Trustee or the Issuer. The Holder of a Capped Funding Note desiring to effect
such transfer shall, and does hereby agree to, indemnify the Indenture Trustee
the Credit Enhancer and the Issuer 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. Notwithstanding the foregoing, the restriction of transfer specified
in this paragraph is not applicable to any Capped Funding Notes that have been
registered under the Securities Act of 1933 pursuant to Section 2.4 of the
Revolving Credit Loan Purchase Agreement.
Subject to the foregoing, at the option of the Noteholders, Notes may be
exchanged for other Notes of like tenor, in each case in authorized initial
Security Balances evidencing the same aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. With respect to any surrender of Capped Funding Notes for exchange
the new Notes delivered in exchange therefor will bear the designation "Capped"
in addition to any other applicable designations. Whenever any Notes are so
surrendered for exchange, the Indenture Trustee shall execute and the Note
Registrar shall authenticate and deliver the Notes which the Noteholder making
the exchange is entitled to receive. Each Note presented or surrendered for
registration of transfer or exchange shall (if so required by the Note
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form reasonably
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satisfactory to the Note Registrar duly executed by, the Holder thereof or his
attorney duly authorized in writing with such signature guaranteed by a
commercial bank or trust company located or having a correspondent located in
the city of New York. Notes delivered upon any such transfer or exchange will
evidence the same obligations, and will be entitled to the same rights and
privileges, as the Notes surrendered.
No service charge shall be imposed for any registration of transfer or
exchange of Notes, but the Note Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.
All Notes surrendered for registration of transfer and exchange shall be
cancelled by the Note Registrar and delivered to the Indenture Trustee for
subsequent destruction without liability on the part of either.
The Issuer hereby appoints the Indenture Trustee as Certificate Registrar
to keep at its Corporate Trust Office a Certificate Register pursuant to Section
3.09 of the Trust Agreement in which, subject to such reasonable regulations as
it may prescribe, the Certificate Registrar shall provide for the registration
of Certificates and of transfers and exchanges thereof pursuant to Section 3.05
of the Trust Agreement. The Indenture Trustee hereby accepts such appointment.
Section 4.0 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Note Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same class; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.
Upon the issuance of any replacement Note under this Section 4.03, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other
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governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Indenture Trustee)
connected therewith.
Every replacement Note issued pursuant to this Section 4.03 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.
The provisions of this Section 4.03 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 Notes.
Section 4.0 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.
Section 4.0 Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes
cancelled as provided in this Section 4.05, except as expressly permitted by
this Indenture. All cancelled Notes may be held or disposed of by the Indenture
Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Request that they
be destroyed or returned to it; provided however, that such Issuer Request is
timely and the Notes have not been previously disposed of by the Indenture
Trustee.
Section 4.0 Book-Entry Notes. The Term Notes shall initially be issued as
one or more Term Notes held by the Book-Entry Custodian or, if appointed to hold
such Term Notes as provided below, the Depository Trust Company, the initial
Depository, and registered in the name of its nominee Cede & Co. Except as
provided below, registration of such Term Notes may not be transferred by the
Indenture Trustee except to another Depository that agrees to hold such Term
Notes for the respective Beneficial Owners. The Indenture Trustee is hereby
initially appointed as the Book-Entry Custodian and hereby agrees to act as such
in accordance herewith and in accordance with the agreement that it has with the
Depository authorizing it to act as such. The Book-Entry Custodian may, and, if
it is no longer qualified to act as such, the Book-Entry Custodian shall,
appoint, by a written instrument delivered to the Depositor, the Master Servicer
and, if the Indenture Trustee is not the Book-Entry Custodian, the Indenture
Trustee, any other
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transfer agent (including the Depository or any successor Depository) to act as
Book-Entry Custodian under such conditions as the predecessor Book-Entry
Custodian and the Depository or any successor Depository may prescribe, provided
that the predecessor Book-Entry Custodian shall not be relieved of any of its
duties or responsibilities by reason of any new appointment, except if the
Depository is the successor to the Book-Entry Custodian. If the Indenture
Trustee resigns or is removed in accordance with the terms hereof, the successor
trustee or, if it so elects, the Depository shall immediately succeed to its
predecessor's duties as Book-Entry Custodian. The Depositor shall have the right
to inspect, and to obtain copies of, any Term Notes held as Book-Entry Notes by
the Book-Entry Custodian. No Beneficial Owner will receive a Definitive Note
representing such Beneficial Owner's interest in such Note, except as provided
in Section 4.08. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to Beneficial Owners pursuant to Section
4.08:
the provisions of this Section 4.06 shall be in full force and effect;
the Note Registrar and the Indenture Trustee shall be
entitled to deal with the Depository for all purposes of this Indenture
(including the payment of principal of and interest on the Notes and the
giving of instructions or directions hereunder) as the sole holder of the
Term Notes, and shall have no obligation to the Owners of Term Notes;
to the extent that the provisions of this Section 4.06
conflict with any other provisions of this Indenture, the provisions of
this Section 4.06 shall control;
the rights of Beneficial Owners shall be exercised only
through the Depository and shall be limited to those established by law
and agreements between such Owners of Term Notes and the Depository and/or
the Depository Participants. Unless and until Definitive Term Notes are
issued pursuant to Section 4.08, the initial Depository will make
book-entry transfers among the Depository Participants and receive and
transmit payments of principal of and interest on the Notes to such
Depository Participants; and
whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Term Notes
evidencing a specified percentage of the Security Balances of the Term
Notes, the Depository shall be deemed to represent such percentage only to
the extent that it has received instructions to such effect from
Beneficial Owners and/or Depository Participants owning or representing,
respectively, such required percentage of the beneficial interest in the
Term Notes and has delivered such instructions to the Indenture Trustee.
Section 4.0 Notices to Depository. Whenever a notice or other
communication to the Term Note Holders is required under this Indenture, unless
and until Definitive Term Notes shall have been issued to Beneficial Owners
pursuant to Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Term Notes to the
Depository, and shall have no obligation to the Beneficial Owners.
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Section 4.0 Definitive Notes. If (i) the Indenture Trustee determines that
the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Term Notes and the Indenture Trustee is
unable to locate a qualified successor, (ii) the Indenture Trustee elects to
terminate the book-entry system through the Depository or (iii) after the
occurrence of an Event of Default, Owners of Term Notes representing beneficial
interests aggregating at least a majority of the Security Balances of the Term
Notes advise the Depository in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Beneficial Owners, then the Depository shall notify all Beneficial Owners and
the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Term Notes to Beneficial Owners requesting the same.
Upon surrender to the Indenture Trustee of the typewritten Term Notes
representing the Book-Entry Notes by the Book-Entry Custodian or the Depository,
as applicable, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Term Notes
in accordance with the instructions of the Depository. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders.
Section 4.0 Tax Treatment. The Issuer has entered into this Indenture, and
the Notes will be issued, with the intention that, for federal, state and local
income, single business and franchise tax purposes, the Notes will qualify as
indebtedness of the Issuer. The Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of its Note (and each Bene-
ficial Owner by its acceptance of an interest in the applicable Book-Entry
Note), agree to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness of the Issuer.
Section 4. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when
either
all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been
replaced or paid as provided in Section 4.03 and (ii) Notes for whose
payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or
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discharged from such trust, as provided in Section 3.03) have been
delivered to the Indenture Trustee for cancellation; or
all Notes not theretofore delivered to the Indenture Trustee for
cancellation
have become due and payable,
will become due and payable at the Final Scheduled Payment Date within one
year, or
c. have been declared immediately due and payable pursuant to Section 5.02.
and the Issuer, in the case of a. or b. above, has irrevocably deposited
or caused to be irrevocably deposited with the Indenture Trustee cash or
direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in
trust for such purpose, in an amount sufficient to pay and discharge the
entire indebtedness on such Notes and Certificates then outstanding not
theretofore delivered to the Indenture Trustee for cancellation when due
on the Final Scheduled Payment Date;
the Issuer has paid or caused to be paid all other sums payable hereunder
and under the Insurance Agreement by the Issuer; and
the Issuer has delivered to the Indenture Trustee and the
Credit Enhancer an Officer's Certificate and an Opinion of Counsel, each
meeting the applicable requirements of Section 10.01 and each stating that
all conditions precedent herein provided for relating to the satisfaction
and discharge of this Indenture have been complied with and, if the
Opinion of Counsel relates to a deposit made in connection with Section
4.10(A)(2)b. above, such opinion shall further be to the effect that such
deposit will not have any material adverse tax consequences to the Issuer,
any Noteholders or any Certificateholders.
Section 4. Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent or
Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders
of Securities, of all sums due and to become due thereon for principal and
interest; but such monies need not be segregated from other funds except to the
extent required herein or required by law.
Section 4. Subrogation and Cooperation. The Issuer and the Indenture
Trustee acknowledge that (i) to the extent the Credit Enhancer makes payments
under the Credit Enhancement Instrument on account of principal of or interest
on the Revolving Credit Loans, the Credit Enhancer will be fully subrogated to
the rights of the Noteholders to receive such principal
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and interest from the Revolving Credit Loans, and (ii) the Credit Enhancer shall
be paid such principal and interest but only from the sources and in the manner
provided herein and in the Insurance Agreement for the payment of such principal
and interest.
The Indenture Trustee shall cooperate in all respects with any reasonable
request by the Credit Enhancer for action to preserve or enforce the Credit
Enhancer's rights or interest under this Indenture or the Insurance Agreement,
consistent with this Indenture and without limiting the rights of the
Noteholders as otherwise set forth in the Indenture, including, without
limitation, upon the occurrence and continuance of a default under the Insurance
Agreement, a request to take any one or more of the following actions:
institute Proceedings for the collection of all amounts then
payable on the Notes or under this Indenture in respect to the Notes and
all amounts payable under the Insurance Agreement and to enforce any
judgment obtained and collect from the Issuer monies adjudged due;
sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private Sales (as defined in
Section 5.15 hereof) called and conducted in any manner permitted by law;
file or record all assignments that have not previously been recorded;
institute Proceedings from time to time for the complete or partial
foreclosure of this Indenture; and
exercise any remedies of a secured party under the Uniform
Commercial Code and take any other appropriate action to protect and
enforce the rights and remedies of the Credit Enhancer hereunder.
Following the payment in full of the Notes, the Credit Enhancer
shall continue to have all rights and privileges provided to it under this
Section and in all other provisions of this Indenture, until all amounts owing
to the Credit Enhancer have been paid in full.
Section 4. Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.
Section 4. Temporary Notes. Pending the preparation of any Definitive
Notes, the Issuer may execute and upon its written direction, the Indenture
Trustee may authenticate and make available for delivery, temporary Notes that
are printed, lithographed, typewritten, photocopied or otherwise produced, in
any denomination, substantially of the tenor of the Definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
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substitutions and other variations as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.
If temporary Notes are issued, the Issuer will cause Definitive Notes to
be prepared without unreasonable delay. After the preparation of the Definitive
Notes, the temporary Notes shall be exchangeable for Definitive Notes upon
surrender of the temporary Notes at the office or agency of the Indenture
Trustee, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuer shall execute and the Indenture Trustee
shall authenticate and make available for delivery, in exchange therefor,
Definitive Notes of authorized denominations and of like tenor and aggregate
principal amount. Until so exchanged, such temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.
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ARTICLE
Default and Remedies
Section 5.0 Events of Default. The Issuer shall deliver to the Indenture
Trustee and the Credit Enhancer, within five days after learning of the
occurrence any event which with the giving of notice and the lapse of time would
become an Event of Default under clause (iii) of the definition of "Event of
Default" written notice in the form of an Officer's Certificate of its status
and what action the Issuer is taking or proposes to take with respect thereto.
Section 5.0 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing or if the Master Servicer shall
purchase all of the Revolving Credit Loans pursuant to Section 8.08 of the
Servicing Agreement, then and in every such case the Indenture Trustee or the
Holders of Notes representing not less than a majority of the Security Balances
of all Notes with the written consent of the Credit Enhancer, or the Credit
Enhancer may declare the Notes to be immediately due and payable, by a notice in
writing to the Issuer (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the unpaid principal amount of such class of
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.
At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Holders of Notes representing a
majority of the Security Balances of all Notes, by written notice to the Issuer
and the Indenture Trustee with the written consent of the Credit Enhancer, or
the Credit Enhancer, may in writing waive the related Event of Default and
rescind and annul such declaration and its consequences if:
the Issuer has paid or deposited with the Indenture Trustee a sum
sufficient to pay:
all payments of principal of and interest on the Notes
and all other amounts that would then be due hereunder or upon the
Notes if the Event of Default giving rise to such acceleration had
not occurred; and
all sums paid or advanced by the Indenture Trustee
hereunder and the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee and its agents and counsel;
and
all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by such acceleration,
have been cured or waived as provided in Section 5.12.
No such rescission shall affect any subsequent default or impair any right
consequent thereto.
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Section 5.0 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.
The Issuer covenants that if default in the payment of (i) any interest
on any Note when the same becomes due and payable, and such default continues
for a period of five days, or (ii) the principal of or any installment of the
principal of any Note when the same becomes due and payable, the Issuer shall,
upon demand of the Indenture Trustee, pay to it, for the benefit of the Holders
of Notes, the whole amount then due and payable on the Notes for principal and
interest, with interest upon the overdue principal, and in addition thereto such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.
In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.17 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor upon the Notes, wherever
situated, the monies adjudged or decreed to be payable.
If an Event of Default occurs and is continuing, the Indenture Trustee
subject to the provisions of Section 10.17 hereof may, as more particularly
provided in Section 5.04, in its discretion, proceed to protect and enforce its
rights and the rights of the Noteholders, by such appropriate Proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.
In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:
to file and prove a claim or claims for the whole amount of
principal and interest owing and unpaid in respect of the Notes and to
file such other papers or documents as may be necessary or advisable in
order to have the claims of the Indenture
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Trustee (including any claim for reasonable compensation to the Indenture
Trustee and each predecessor Indenture Trustee, and their respective
agents, attorneys and counsel, and for reimbursement of all expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and
each predecessor Indenture Trustee, except as a result of negligence,
willful misconduct or bad faith) and of the Noteholders allowed in such
Proceedings;
unless prohibited by applicable law and regulations, to vote
on behalf of the Holders of Notes in any election of a trustee, a standby
trustee or Person performing similar functions in any such Proceedings;
to collect and receive any monies or other property payable
or deliverable on any such claims and to distribute all amounts received
with respect to the claims of the Noteholders and of the Indenture Trustee
on their behalf; and
to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the
Indenture Trustee or the Holders of Notes allowed in any judicial
proceedings relative to the Issuer, its creditors and its property;
and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence, willful
misconduct or bad faith.
Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any Note-
holder in any such proceeding except, as aforesaid, to vote for the election of
a trustee in bankruptcy or similar Person.
All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Term Notes or the Variable Funding Notes,
as applicable.
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In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.
Section 5.0 Remedies; Priorities. If an Event of Default shall have
occurred and be continuing, the Indenture Trustee subject to the provisions of
Section 10.17 hereof may with the written consent of the Credit Enhancer, or
shall at the written direction of the Credit Enhancer do one or more of the
following (subject to Section 5.05):
institute Proceedings in its own name and as trustee of an
express trust for the collection of all amounts then payable on the Notes
or under this Indenture with respect thereto, whether by declaration or
otherwise, and all amounts payable under the Insurance Agreement, enforce
any judgment obtained, and collect from the Issuer and any other obligor
upon such Notes monies adjudged due;
institute Proceedings from time to time for the complete or
partial foreclosure of this Indenture with respect to the Trust Estate;
exercise any remedies of a secured party under the UCC and
take any other appropriate action to protect and enforce the rights and
remedies of the Indenture Trustee and the Holders of the Notes; and
sell the Trust Estate or any portion thereof or rights or
interest therein, at one or more public or private sales called and
conducted in any manner permitted by law;
provided, however, that the Indenture Trustee may not sell or
otherwise liquidate the Trust Estate following an Event of Default, unless
the Indenture Trustee obtains the consent of the Holders of 100% of the
aggregate Security Balances of the Notes and the Credit Enhancer, which
consent will not be unreasonably withheld, the proceeds of such sale or
liquidation distributable to Holders are sufficient to discharge in full
all amounts then due and unpaid upon the Notes for principal and interest
and to reimburse the Credit Enhancer for any amounts drawn under the Credit
Enhancement Instrument and any other amounts due the Credit Enhancer under
the Insurance Agreement or the Indenture Trustee determines that the
Revolving Credit Loans will not continue to provide sufficient funds for
the payment of principal of and interest on the Notes as they would have
become due if the Notes had not been declared due and payable, and the
Indenture Trustee obtains the consent of the Credit Enhancer, which consent
will not be unreasonably withheld, and of the Holders of 66 2/3% of the
aggregate Security Balances of the Notes. In determining such sufficiency
or insufficiency with respect to clause (B) and (C), the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the foreoing, so long as a
Servicing Default has not occurred, any Sale of the Trust Estate shall be
made
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subject to the continued servicing of the Revolving Credit Loans by the Master
Servicer as provided in the Servicing Agreement.
If the Indenture Trustee collects any money or property pursuant to this
Article V, it shall pay out the money or property in the following order:
FIRST: to the Indenture Trustee for amounts due under Section 6.07;
SECOND: to Holders of the Notes for amounts due and unpaid on the
related Notes for interest, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Notes for
interest from amounts available in the Trust Estate for such
Noteholders;
THIRD: to Holders of the Notes for amounts due and unpaid on the
related Notes for principal, ratably, without preference or priority
of any kind, according to the amounts due and payable on such Notes
for principal, from amounts available in the Trust Estate for such
Noteholders, until the Security Balances of the Notes have been
reduced to zero;
FOURTH: [reserved];
FIFTH: to the payment of all amounts due and owing to the Credit
Enhancer under the Insurance Agreement;
SIXTH: to the Certificate Paying Agent for amounts due under Article
VIII of the Trust Agreement; and
SEVENTH: to the payment of the remainder, if any, to the Issuer or any
other person legally entitled thereto.
The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.04. At least 15 days before
such record date, the Indenture Trustee shall mail to each Noteholder a notice
that states the record date, the payment date and the amount to be paid.
Section 5.0 Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, (but shall at the written
direction of the Credit Enhancer) elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuer including payment to
the Credit Enhancer, and the Indenture Trustee shall take such desire into
account when determining whether or not to take and maintain possession of the
Trust Estate. In determining whether to take and maintain possession of the
Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent
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investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.
Section 5.0 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:
such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;
the Holders of not less than 25% of the Security Balances of
the Notes have made written request to the Indenture Trustee to institute
such Proceeding in respect of such Event of Default in its own name as
Indenture Trustee hereunder;
such Holder or Holders have offered to the Indenture Trustee
reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;
the Indenture Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute such
Proceedings; and
no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Holders of
a majority of the Security Balances of the Notes or by the Credit
Enhancer.
It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.
In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Security Balances of the Notes,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.
Section 5.0 Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.
[
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Section 5.0 Restoration of Rights and Remedies. If the Indenture Trustee
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Noteholder, then and in every such case the Issuer, the Indenture Trustee and
the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.
Section 5.0 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Credit Enhancer or to
the Noteholders 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. 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 5. Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Credit Enhancer or any Holder of any Note to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee or to the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be.
Section 5. Control by Noteholders. The Holders of a majority of the
Security Balances of Notes with the consent of the Credit Enhancer, or the
Credit Enhancer (so long as no Credit Enhancer Default exists) shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that:
such direction shall not be in conflict with any rule of law or
with this Indenture;
subject to the express terms of Section 5.04, any direction
to the Indenture Trustee to sell or liquidate the Trust Estate shall be by
Holders of Notes representing not less than 100% of the Security Balances
of Notes with the consent of the Credit Enhancer, or the Credit Enhancer
(so long as no Credit Enhancer Default exists);
if the conditions set forth in Section 5.05 have been
satisfied and the Indenture Trustee elects to retain the Trust Estate
pursuant to such Section, then any direction to the Indenture Trustee by
Holders of Notes representing less than 100% of the Security Balances of
Notes to sell or liquidate the Trust Estate shall be of no force and
effect; and
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the Indenture Trustee may take any other action deemed
proper by the Indenture Trustee that is not inconsistent with such
direction.
Notwithstanding the rights of Noteholders set forth in this Section, subject to
Section 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.
Section 5. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Security Balances of the
Notes with the consent of the Credit Enhancer, or the Credit Enhancer (so long
as no Credit Enhancer Default exists) may waive any past Event of Default and
its consequences except an Event of Default with respect to payment of principal
of or interest on any of the Notes or in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Note. In the case of any such waiver, the Issuer, the Indenture Trustee and
the Holders of the Notes shall be restored to their respective former positions
and rights hereunder; but no such waiver shall extend to any subsequent or other
Event of Default or impair any right consequent thereto.
Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.
Section 5. Undertaking for Costs. All parties to this Indenture agree, and
each Holder of any Note by such Holder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the Security
Balances of the Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture.
Section 5. Waiver of Stay or Extension Laws. The Issuer covenants (to the
extent that it may lawfully do so) that it will not at any time insist upon, or
plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.
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Section 5. Sale of Trust Estate. The power to effect any sale or other
disposition (a "Sale") of any portion of the Trust Estate pursuant to Section
5.04 is expressly subject to the provisions of Section 5.05 and this Section
5.15. The power to effect any such Sale shall not be exhausted by any one or
more Sales as to any portion of the Trust Estate remaining unsold, but shall
continue unimpaired until the entire Trust Estate shall have been sold or all
amounts payable on the Notes and under this Indenture and under the Insurance
Agreement shall have been paid. The Indenture Trustee may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any Sale.
The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless:
the Holders of all Notes and the Credit Enhancer consent to, or
direct the Indenture Trustee to make, such Sale, or
the proceeds of such Sale would be not less than the entire
amount which would be payable to the Noteholders under the Notes, the
Certificateholders under the Certificates and the Credit Enhancer in respect of
amounts drawn under the Credit Enhancement Instrument and any other amounts due
the Credit Enhancer under the Insurance Agreement, in full payment thereof in
accordance with Section 5.02, on the Payment Date next succeeding the date of
such Sale, or
the Indenture Trustee determines, in its sole discretion, that
the conditions for retention of the Trust Estate set forth in Section 5.05
cannot be satisfied (in making any such determination, the Indenture Trustee may
rely upon an opinion of an Independent investment banking firm obtained and
delivered as provided in Section 5.05), and the Credit Enhancer consents to such
Sale, which consent will not be unreasonably withheld and the Holders
representing at least 66-2/3% of the Security Balances of the Notes consent to
such Sale.
The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).
Unless the Holders and the Credit Enhancer have otherwise consented or
directed the Indenture Trustee, at any public Sale of all or any portion of the
Trust Estate at which a minimum bid equal to or greater than the amount
described in paragraph (2) of subsection (b) of this Section 5.15 has not been
established by the Indenture Trustee and no Person bids an amount equal to or
greater than such amount, the Indenture Trustee shall bid an amount at least
$1.00 more than the highest other bid.
In connection with a Sale of all or any portion of the Trust Estate:
any Holder or Holders of Notes may bid for and with the
consent of the Credit Enhancer purchase the property offered for sale, and upon
compliance with the terms of sale may hold, retain and possess and dispose of
such property, without further accountability,
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and may, in paying the purchase money therefor, deliver any Notes or claims for
interest thereon in lieu of cash up to the amount which shall, upon distribution
of the net proceeds of such sale, be payable thereon, and such Notes, in case
the amounts so payable thereon shall be less than the amount due thereon, shall
be returned to the Holders thereof after being appropriately stamped to show
such partial payment;
the Indenture Trustee may bid for and acquire the property
offered for Sale in connection with any Sale thereof, and, subject to any
requirements of, and to the extent permitted by, applicable law in connection
therewith, may purchase all or any portion of the Trust Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting the gross Sale price against the sum of (A) the amount which
would be distributable to the Holders of the Notes and Holders of Certificates
and amounts owing to the Credit Enhancer as a result of such Sale in accordance
with Section 5.04(b) on the Payment Date next succeeding the date of such Sale
and (B) the expenses of the Sale and of any Proceedings in connection therewith
which are reimbursable to it, without being required to produce the Notes in
order to complete any such Sale or in order for the net Sale price to be
credited against such Notes, and any property so acquired by the Indenture
Trustee shall be held and dealt with by it in accordance with the provisions of
this Indenture;
the Indenture Trustee shall execute and deliver an appropriate
instrument of conveyance transferring its interest in any portion of the Trust
Estate in connection with a Sale thereof;
the Indenture Trustee is hereby irrevocably appointed the
agent and attorney-in-fact of the Issuer to transfer and convey its interest in
any portion of the Trust Estate in connection with a Sale thereof, and to take
all action necessary to effect such Sale; and
no purchaser or transferee at such a Sale shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.
Section 5. Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b).
Section 5. Performance and Enforcement of Certain Obligations. Promptly
following a written request from the Credit Enhancer or the Indenture Trustee
with the written consent of the Credit Enhancer to do so, the Issuer, in its
capacity as holder of the Revolving Credit Loans, shall, with the written
consent of the Credit Enhancer, take all such lawful action as the Indenture
Trustee may request to cause the Issuer to compel or secure the performance and
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observance by the Seller and the Master Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Revolving Credit
Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Revolving Credit Loan Purchase Agreement and the
Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, as pledgee of the Revolving Credit Loans, including the transmission of
notices of default on the part of the Seller or the Master Servicer thereunder
and the institution of legal or administrative actions or proceedings to compel
or secure performance by the Seller or the Master Servicer of each of their
obligations under the Revolving Credit Loan Purchase Agreement and the Servicing
Agreement.
If an Event of Default has occurred and is continuing, the Indenture
Trustee, as pledgee of the Revolving Credit Loans, subject to the rights of the
Credit Enhancer under the Servicing Agreement may, and at the direction (which
direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of 66-2/3% of the Security Balances of the Notes
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Seller or the Master Servicer under or in connection with the
Revolving Credit Loan Purchase Agreement and the Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Seller or the Master Servicer, as the case may be, of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Revolving Credit Loan
Purchase Agreement and the Servicing Agreement, as the case may be, and any
right of the Issuer to take such action shall not be suspended. In connection
therewith, as determined by the Indenture Trustee, the Issuer shall take all
actions necessary to effect the transfer of the Revolving Credit Loans to the
Indenture Trustee.
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ARTICLE
The Indenture Trustee
Section 6.0 Duties of Indenture Trustee. If an Event of Default has
occurred and is continuing, the Indenture Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.
Except during the continuance of an Event of Default:
the Indenture Trustee undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture and no
implied covenants or obligations shall be read into this Indenture against
the Indenture Trustee; and
in the absence of bad faith on its part, the Indenture
Trustee may conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Indenture Trustee and conforming to the
requirements of this Indenture; however, the Indenture Trustee shall
examine the certificates and opinions to determine whether or not they
conform to the requirements of this Indenture.
The Indenture Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:
this paragraph does not limit the effect of paragraph (b) of this
Section 6.01;
the Indenture Trustee shall not be liable for any error of
judgment made in good faith by a Responsible Officer unless it is proved
that the Indenture Trustee was negligent in ascertaining the pertinent
facts; and
the Indenture Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it (A) pursuant to Section 5.11 or (B) from the
Credit Enhancer, which it is entitled to give under any of the Basic
Documents.
The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.
Money held in trust by the Indenture Trustee need not be segregated from
other funds except to the extent required by law or the terms of this Indenture
or the Trust Agreement.
No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder
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or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.
Every provision of this Indenture relating to the conduct or affecting
the liability of or affording protection to the Indenture Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.
Section 6.0 Rights of Indenture Trustee. The Indenture Trustee may rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Indenture Trustee need not investigate any fact or
matter stated in the document.
Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel.
The Indenture Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys or a custodian or nominee, and the Indenture Trustee shall not be
responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.
The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.
The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.
Section 6.0 Individual Rights of Indenture Trustee. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture Trustee. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Sections 6.11 and 6.12.
Section 6.0 Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be (i) responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, (ii) accountable for the Issuer's use
of the proceeds from the Notes or (iii) responsible for any statement of the
Issuer in the Indenture or in any document issued in connection with the sale of
the Notes or in the Notes other than the Indenture Trustee's certificate of
authentication.
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Section 6.0 Notice of Event of Default. If an Event of Default occurs and
is continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall give notice thereof to the Credit Enhancer.
The Indenture Trustee shall mail to each Noteholder notice of the Event of
Default within 90 days after it occurs. Except in the case of an Event of
Default in payment of principal of or interest on any Note, the Indenture
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Noteholders.
Section 6.0 Reports by Indenture Trustee to Holders. The Indenture Trustee
shall deliver to each Noteholder such information as may be required to enable
such holder to prepare its federal and state income tax returns. In addition,
upon the Issuer's written request, the Indenture Trustee shall promptly furnish
information reasonably requested by the Issuer that is reasonably available to
the Indenture Trustee to enable the Issuer to perform its federal and state
income tax reporting obligations.
Section 6.0 Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee on each Payment Date reasonable compensation for its services.
The Indenture Trustee shall be compensated and indemnified by the Master
Servicer in accordance with Section 6.06 of the Servicing Agreement, and all
amounts owing to the Indenture Trustee hereunder in excess of such amount shall
be paid solely as provided in Section 3.05 hereof (subject to the priorities set
forth therein). The Indenture Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuer shall reimburse
the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer is not obligated to reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.
The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section 6.07 shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
clause (iv) or (v) of the definition thereof with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.
Section 6.0 Replacement of Indenture Trustee. No resignation or removal of
the Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective
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until the acceptance of appointment by the successor Indenture Trustee pursuant
to this Section 6.08. The Indenture Trustee may resign at any time by so
notifying the Issuer and the Credit Enhancer. The Holders of a majority of
Security Balances of the Notes or the Credit Enhancer may remove the Indenture
Trustee by so notifying the Indenture Trustee and the Credit Enhancer and may
appoint a successor Indenture Trustee. The Issuer shall remove the Indenture
Trustee if:
the Indenture Trustee fails to comply with Section 6.11;
the Indenture Trustee is adjudged a bankrupt or insolvent;
a receiver or other public officer takes charge of the Indenture Trustee or
its property; or
the Indenture Trustee otherwise becomes incapable of acting.
If the Indenture Trustee resigns or is removed or if a vacancy exists in
the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee with the consent of
the Credit Enhancer which consent will not be unreasonably withheld. In
addition, the Indenture Trustee will resign to avoid being directly or
indirectly controlled by the Issuer.
A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Noteholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.
If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of Security Balances of the
Notes may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.
If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.
Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.
Section 6.0 Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust
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business or assets to, another corporation or banking association, the
resulting, surviving or transferee corporation without any further act shall be
the successor Indenture Trustee; provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies written notice of any such
transaction after the Closing Date.
In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.
Section 6. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meet-ng any legal requirement of any jurisdiction in which
any part of the Trust Estate may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Owner Trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders, such
title to the Trust Estate, or any part thereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility as
a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08 hereof.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
all rights, powers, duties and obligations conferred or
imposed upon the Indenture Trustee shall be conferred or imposed upon and
exercised or performed by the Indenture 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 Indenture
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
the Indenture 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
Indenture Trustee;
no trustee hereunder shall be personally liable by reason of any
act or omission of any other trustee hereunder; and
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the Indenture Trustee 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 Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.
Any separate trustee or co-trustee may at any time constitute the
Indenture 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 Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.
Section 6. Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of A or better by Moody's. The Indenture
Trustee shall comply with TIA ss. 310(b), including the optional provision
permitted by the second sentence of TIA ss. 310(b)(9); provided, however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.
Section 6. Preferential Collection of Claims Against Issuer. The Indenture
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). An Indenture Trustee who has resigned or been removed
shall be subject to TIA ss. 311(a) to the extent indicated.
Section 6. Representations and Warranties. The Indenture Trustee hereby
represents that:
The Indenture Trustee is duly organized, validly existing and
in good standing under the laws of the State of New York with power and
authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently conducted.
The Indenture Trustee has the power and authority to execute
and deliver this Indenture and to carry out its terms; and the execution,
delivery and performance of this
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Indenture have been duly authorized by the Indenture Trustee by all
necessary corporate action.
The consummation of the transactions contemplated by this
Indenture and the fulfillment of the terms hereof do not conflict with,
result in any breach of any of the terms and provisions of, or constitute
(with or without notice or lapse of time) a default under, the articles of
organization or bylaws of the Indenture Trustee or any agreement or other
instrument to which the Indenture Trustee is a party or by which it is
bound.
To the Indenture Trustee's best knowledge, there are no
proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Indenture Trustee or its
properties: (A) asserting the invalidity of this Indenture (B) seeking to
prevent the consummation of any of the transactions contemplated by this
Indenture or (C) seeking any determination or ruling that might materially
and adversely affect the performance by the Indenture Trustee of its
obligations under, or the validity or enforceability of, this Indenture.
The Indenture Trustee does not have notice of any adverse
claim (as such terms are used in Delaware UCC Section 8-302) with respect
to the Revolving Credit Loans.
Section 6. Directions to Indenture Trustee. The Indenture Trustee is
hereby directed:
to accept the pledge of the Revolving Credit Loans and hold the assets
of the Trust in trust for the Noteholders and the Credit Enhancer;
to authenticate and deliver the Notes substantially in the form
prescribed by Exhibit A in accordance with the terms of this Indenture; and
to take all other actions as shall be required to be taken by the
terms of this Indenture.
Section 6. Indenture Trustee May Own Securities. The Indenture Trustee, in
its individual or any other capacity may become the owner or pledgee of
Securities with the same rights it would have if it were not Indenture Trustee.
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ARTICLE
Noteholders' Lists and Reports
Section 7.0 Issuer to Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date and, (b) at such other times as the
Indenture Trustee and the Credit Enhancer may request in writing, within 30 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.
Section 7.0 Preservation of Information; Communications to Noteholders.
The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01
and the names and addresses of Holders of Notes received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.
Noteholders may communicate pursuant to TIA ss. 312(b) with other
Noteholders with respect to their rights under this Indenture or under the
Notes.
The Issuer, the Indenture Trustee and the Note Registrar shall have the
protection of TIA ss. 312(c).
Section 7.0 Reports by Issuer. The Issuer shall:
file with the Indenture Trustee, within 15 days after the
Issuer is required to file the same with the Commission, copies of the
annual reports and the information, documents and other reports (or copies
of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Issuer may be
required to file with the Commission pursuant to Section 13 or 15(d) of
the Exchange Act;
file with the Indenture Trustee, and the Commission in
accordance with rules and regulations prescribed from time to time by the
Commission such additional information, documents and reports with respect
to compliance by the Issuer with the conditions and covenants of this
Indenture as may be required from time to time by such rules and
regulations; and
supply to the Indenture Trustee (and the Indenture Trustee
shall transmit by mail to all Noteholders described in TIA ss. 313(c))
such summaries of any information, documents and reports required to be
filed by the Issuer pursuant to clauses (i) and (ii) of
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this Section 7.03(a) and by rules and regulations prescribed from time to
time by the Commission.
Unless the Issuer otherwise determines, the fiscal year of the Issuer
shall end on December 31 of each year.
Section 7.0 Reports by Indenture Trustee. If required by TIA ss. 313(a),
within 60 days after each January 1 beginning with January 1, 1998, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c)
and to the Credit Enhancer a brief report dated as of such date that complies
with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA ss.
313(b).
A copy of each report at the time of its mailing to Noteholders shall be
filed by the Indenture Trustee with the Commission, if required, and each stock
exchange, if any, on which the Term Notes are listed. The Issuer shall notify
the Indenture Trustee if and when the Term Notes are listed on any stock
exchange.
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ARTICLE
Accounts, Disbursements and Releases
Section 8.0 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Trust Estate, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.
Section 8.0 Trust Accounts. On or prior to the Closing Date, the Issuer
shall cause the Indenture Trustee to establish and maintain, in the name of the
Indenture Trustee, for the benefit of the Noteholders and the Certificate Paying
Agent, on behalf of the Certificateholders and the Credit Enhancer, the Payment
Account as provided in Section 3.01 of this Indenture.
All monies deposited from time to time in the Payment Account pursuant
to the Servicing Agreement and all deposits therein pursuant to this Indenture
are for the benefit of the Noteholders and the Certificate Paying Agent, on
behalf of the Certificateholders and all investments made with such monies
including all income or other gain from such investments are for the benefit of
the Master Servicer as provided by the Servicing Agreement.
On each Payment Date, the Indenture Trustee shall distribute all amounts
on deposit in the Payment Account to Noteholders in respect of the Notes and in
its capacity as Certificate Paying Agent to Certificateholders in the order of
priority set forth in Section 3.05 (except as otherwise provided in Section
5.04(b).
The Master Servicer shall direct the Indenture Trustee in writing to
invest any funds in the Payment Account in Permitted Investments maturing no
later than the Business Day preceding each Payment Date and shall not be sold or
disposed of prior to the maturity.
Section 8.0 Officer's Certificate. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action pursuant
to Section 8.05(a), accom-
panied by copies of any instruments to be executed, and the Indenture Trustee
shall also require, as a condition to such action, an Officer's Certificate, in
form and substance satisfactory to the Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with.
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Section 8.0 Termination Upon Distribution to Noteholders. This Indenture
and the respective obligations and responsibilities of the Issuer and the
Indenture Trustee created hereby shall terminate upon the distribution to the
Noteholders, the Certificate Paying Agent (on behalf of the Certificateholders)
and the Indenture Trustee of all amounts required to be distributed pursuant to
Article III; provided, however, that in no event shall the trust created here-
by continue beyond the expiration of 21 years from the death of the survivor of
the descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James's, living on the date hereof.
Section 8.0 Release of Trust Estate. Subject to the payment of its fees
and expenses, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in Article VIII hereunder shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent, or see to the application of any monies.
The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding, (ii) all sums due the Indenture Trustee pursuant to this Indenture
have been paid, and (iii) all sums due the Credit Enhancer have been paid,
release any remaining portion of the Trust Estate that secured the Notes from
the lien of this Indenture.
The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and a letter from the Credit
Enhancer, stating that the Credit Enhancer has no objection to such request from
the Issuer.
The Indenture Trustee shall, at the request of the Issuer or the
Depositor, surrender the Credit Enhancement Instrument to the Credit Enhancer
for cancellation, upon final payment of principal and interest on the Notes.
Section 8.0 Surrender of Notes Upon Final Payment. By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Indenture Trustee
promptly, prior to such Noteholder's receipt of the final payment thereon.
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ARTICLE
Supplemental Indentures
Section 9.0 Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies and the Credit Enhancer, the Issuer and the Indenture Trustee,
when authorized by an Issuer Request, at any time and from time to time, may
enter into one or more indentures supplemental hereto (which shall conform to
the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:
to correct or amplify the description of any property at any
time subject to the lien of this Indenture, or better to assure, convey
and confirm unto the Indenture Trustee any property subject or required to
be subjected to the lien of this Indenture, or to subject to the lien of
this Indenture additional property;
to evidence the succession, in compliance with the
applicable provisions hereof, of another person to the Issuer, and the
assumption by any such successor of the covenants of the Issuer herein and
in the Notes contained;
to add to the covenants of the Issuer, for the benefit of
the Holders of the Notes or the Credit Enhancer, or to surrender any right
or power herein conferred upon the Issuer;
to convey, transfer, assign, mortgage or pledge any property to or
with the Indenture Trustee;
to cure any ambiguity, to correct or supplement any
provision herein or in any supplemental indenture that may be inconsistent
with any other provision herein or in any supplemental indenture;
to make any other provisions with respect to matters or
questions arising under this Indenture or in any supplemental indenture;
provided, that such action shall not materially and adversely affect the
interests of the Holders of the Notes or the Credit Enhancer;
to evidence and provide for the acceptance of the
appointment hereunder by a successor trustee with respect to the Notes and
to add to or change any of the provisions of this Indenture as shall be
necessary to facilitate the administration of the trusts hereunder by more
than one trustee, pursuant to the requirements of Article VI;
to increase the Maximum Variable Funding Balance, with the written
consent of the Credit Enhancer: or
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to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification
of this Indenture under the TIA or under any similar federal statute
hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA;
provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel that
entering into such indenture supplement will not have any material adverse tax
consequences to the Noteholders.
The Indenture Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained.
The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies and the Credit Enhancer, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided, however, that such action shall not,
as evidenced by an Opinion of Counsel, (i) adversely affect in any material
respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the
Issuer to be subject to an entity level tax.
Section 9.0 Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and with the consent of the
Holders of not less than a majority of the Security Balances of the Notes
affected thereby and the Credit Enhancer, by Act of such Holders delivered to
the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:
change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof or the
interest rate thereon, change the provisions of this Indenture relating to
the application of collections on, or the proceeds of the sale of, the
Trust Estate to payment of principal of or interest on the Notes, or
change any place of payment where, or the coin or currency in which, any
Note or the interest thereon is payable, or impair the right to institute
suit for the enforcement of the provisions of this Indenture requiring the
application of funds available therefor, as provided in Article V, to the
payment of any such amount due on the Notes on or after the respective due
dates thereof;
reduce the percentage of the Security Balances of the Notes,
the consent of the Holders of which is required for any such supplemental
indenture, or the consent of the Holders of which is required for any
waiver of compliance with certain provisions of
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this Indenture or certain defaults hereunder and their consequences
provided for in this Indenture;
modify or alter the provisions of the proviso to the definition of the
term "Outstanding" or modify or alter the exception in the definition of
the term "Holder";
reduce the percentage of the Security Balances of the Notes
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Trust Estate pursuant to Section 5.04;
modify any provision of this Section 9.02 except to increase
any percentage specified herein or to provide that certain additional
provisions of this Indenture or the Basic Documents cannot be modified or
waived without the consent of the Holder of each Note affected thereby;
modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of
interest or principal due on any Note on any Payment Date (including the
calculation of any of the individual components of such calculation); or
permit the creation of any lien ranking prior to or on a
parity with the lien of this Indenture with respect to any part of the
Trust Estate or, except as otherwise permitted or contemplated herein,
terminate the lien of this Indenture on any property at any time subject
hereto or deprive the Holder of any Note of the security provided by the
lien of this Indenture; and provided, further, that such action shall not,
as evidenced by an Opinion of Counsel, cause the Issuer to be subject to
an entity level tax.
The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Holders of all Notes, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith.
It shall not be necessary for any Act of Noteholders (as defined in
Section 10.03) under this Section 9.02 to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such Act shall
approve the substance thereof.
Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.
Section 9.0 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the
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modification thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.02,
shall be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise.
Section 9.0 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and shall be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Indenture Trustee, the Issuer and the Holders of the Notes shall thereafter
be determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.
Section 9.0 Conformity with Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.
Section 9.0 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Inden-
ture Trustee shall so determine, new Notes so modified as to conform, in the
opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.
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ARTICLE
Miscellaneous
Section 10.0 Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee and to the Credit Enhancer an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, 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 Indenture, no additional certificate or opinion need be furnished.
Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:
a statement that each signatory of such certificate or opinion
has read or has caused to be read such covenant or condition and the
definitions herein relating thereto;
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;
a statement that, in the opinion of each such signatory, such
signatory has made such examination or investigation as is necessary to
enable such signatory to express an informed opinion as to whether or not
such covenant or condition has been complied with;
a statement as to whether, in the opinion of each such
signatory, such condition or covenant has been complied with; and
if the Signer of such Certificate or Opinion is required to be
Independent, the Statement required by the definition of the term
"Independent".
Prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 10.01(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee an Officer's Certificate certifying
or stating the opinion of each person signing such certificate as to the fair
value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.
Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters
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described in clause (i) above, the Issuer shall also deliver to the Indenture
Trustee an Independent Certificate as to the same matters, if the fair value to
the Issuer of the securities to be so deposited and of all other such securities
made the basis of any such withdrawal or release since the commencement of the
then-current fiscal year of the Issuer, as set forth in the certificates
delivered pursuant to clause (i) above and this clause (ii), is 10% or more of
the Security Balances of the Notes, but such a certificate need not be furnished
with respect to any securities so deposited, if the fair value thereof to the
Issuer as set forth in the related Officer's Certificate is less than $25,000 or
less than one percent of the Security Balances of the Notes.
Whenever any property or securities are to be released from
the lien of this Indenture, the Issuer shall also furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days of such
release) of the property or securities proposed to be released and stating that
in the opinion of such person the proposed release will not impair the security
under this Indenture in contravention of the provisions hereof.
Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in clause (iii) above, the Issuer shall also
furnish to the Indenture Trustee an Independent Certificate as to the same
matters if the fair value of the property or securities and of all other
property, other than property as contemplated by clause (v) below or securities
released from the lien of this Indenture since the commencement of the
then-current calendar year, as set forth in the certificates required by clause
(iii) above and this clause (iv), equals 10% or more of the Security Balances of
the Notes, but such certificate need not be furnished in the case of any release
of property or securities if the fair value thereof as set forth in the related
Officer's Certificate is less than $25,000 or less than one percent of the then
Security Balances of the Notes.
Notwithstanding any provision of this Indenture, the Issuer
may, without compliance with the requirements of the other provisions of this
Section 10.01, (A) collect, sell or otherwise dispose of the Revolving Credit
Loans as and to the extent permitted or required by the Basic Documents or (B)
make cash payments out of the Payment Account as and to the extent permitted or
required by the Basic Documents, so long as the Issuer shall deliver to the
Indenture Trustee every six months, commencing January 30, 1998, an Officer's
Certificate of the Issuer stating that all the dispositions of Collateral
described in clauses (A) or (B) above that occurred during the preceding six
calendar months were in the ordinary course of the Issuer's business and that
the proceeds thereof were applied in accordance with the Basic Documents.
Section 10.0 Form of Documents Delivered to Indenture 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.
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Any certificate or opinion of an Authorized Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such 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 of an Authorized Officer or Opinion of Counsel
may be based, insofar as it relates to factual matters, upon a certificate or
opinion of, or representations by, an officer or officers of the Seller or the
Issuer, stating that the information with respect to such factual matters is in
the possession of the Seller or the Issuer, 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.
Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.
Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.
Section 10.0 Acts of Noteholders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by agents 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 Indenture Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Noteholders 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 Indenture and (subject to Section 6.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 10.03.
The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems
sufficient.
The ownership of Notes shall be proved by the Note Registrar.
Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder of every Note
issued upon the registration
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thereof or in exchange therefor or in lieu thereof, in respect of anything done,
omitted or suffered to be done by the Indenture Trustee or the Issuer in
reliance thereon, whether or not notation of such action is made upon such Note.
Section 10.0 Notices, etc., to Indenture Trustee, Issuer, Credit Enhancer
and Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of Note-
holders or other documents provided or permitted by this Indenture shall be in
writing and if such request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders is to be made upon, given or furnished to or filed
with:
the Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if made, given, furnished
or filed in writing to or with the Indenture Trustee at the Corporate
Trust Office. The Indenture Trustee shall promptly transmit any notice
received by it from the Noteholders to the Issuer, or
the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and mailed
first-class, postage prepaid to the Issuer addressed to: Home Equity Loan
Trust 1998-HS3, in care of Wilmington Trust Company, or at any other
address previously furnished in writing to the Indenture Trustee by the
Issuer. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee, or
the Credit Enhancer by the Issuer, the Indenture Trustee or
by any Noteholders shall be sufficient for every purpose hereunder to in
writing and mailed, first-class postage pre-paid, or personally delivered
or telecopied to: Ambac Assurance Corporation, One State Street Plaza,
17th Floor, New York, New York 10004, Attention: Howard Pfeffer,
telecopier number (212) 363-1459. The Credit Enhancer shall promptly
transmit any notice received by it from the Issuer, the Indenture Trustee
or the Noteholders to the Issuer or Indenture Trustee, as the case may be.
Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
Moody's, at the following address: Moody's Investors Service, Inc., ABS
Monitoring Department, 99 Church Street, New York, New York 10007 and (ii) in
the case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, 26 Broadway (15th Floor), New York, New York 10004, Attention
of Asset Backed Surveillance Department; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.
Section 10.0 Notices to Noteholders; Waiver. Where this Indenture provides
for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event, at such
Person's address as it appears on the Note Register, not later than the latest
date, and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Noteholders is given by mail, neither the
failure to mail such notice nor
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any defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given regardless of whether such notice is in fact actually
received.
Where this Indenture 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 Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.
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 Noteholders when such notice is required to be given
pursuant to any provision of this Indenture, then any manner of giving such
notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.
Where this Indenture provides for notice to the Rating Agencies, failure
to give such notice shall not affect any other rights or obligations created
hereunder, and shall not under any circumstance constitute an Event of Default.
Section 10.0 Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices.
The Issuer shall furnish to the Indenture Trustee a copy of each such agreement
and the Indenture Trustee shall cause payments to be made and notices to be
given in accordance with such agreements.
Section 10.0 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.
The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.
Section 10.0 Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.
Section 10.0 Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.
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Section 10. Separability. In case any provision in this Indenture or in
the Notes 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 10. Benefits of Indenture. Nothing in this Indenture or in the
Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, the Credit Enhancer,
and any other party secured hereunder, and any other Person with an ownership
interest in any part of the Trust Estate, any benefit or any legal or equitable
right, remedy or claim under this Indenture.
Section 10. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment 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 on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.
Section 10. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 10. Counterparts. This Indenture 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.
Section 10. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.
Section 10. Issuer Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent
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provided by applicable law, for any unpaid consideration for stock, unpaid
capital contribution or failure to pay any installment or call owing to such
entity. For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.
Section 10. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuer, or
join in any institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.
Section 10. Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.
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IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
HOME EQUITY LOAN TRUST 1998-HS3,
as Issuer
Wilmington Trust Company
not in its individual capacity
but solely as Owner Trustee
By:
Name:
Title:
THE CHASE MANHATTAN BANK,
as Indenture Trustee
By:
Name: Regina Bergeland
Title: Vice President
THE CHASE MANHATTAN BANK hereby accepts the appointment as Paying Agent pursuant
to Section 3.03 hereof and as Note Registrar pursuant to Section 4.02 hereof.
By:
Name: Regina Bergeland
Title: Vice President
<PAGE>
STATE OF ____________ )
) ss.:
COUNTY OF __________ )
On this __th day of September, 1998, before me personally appeared Emmett
R. Harmon, to me known, who being by me duly sworn, did depose and say, that he
resides at 106 W. -Sutton Pla., Wilmington, DE, that he is the Vice President of
the Owner Trustee, one of the corporations described in and which executed the
above instrument; that he knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said corporation; and that he signed his name
thereto by like order.
Notary Public
<PAGE>
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On this __th day of September, 1998, before me personally appeared Regina
Bergeland, to me known, who being by me duly sworn, did depose and say, that he
resides at 450 West 33rd Street, 15th Floor, New York, NY, that she is the Vice
President of The Chase Manhattan Bank, as Indenture Trustee, one of the
corporations described in and which executed the above instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.
Notary Public
NOTORIAL SEAL
<PAGE>
Exhibit A-1
FORM OF TERM NOTES
UNLESS THIS TERM NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY TERM
NOTE 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.
THE PRINCIPAL OF THIS TERM NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS TERM NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.
THIS TERM NOTE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF
THE SELLER, THE DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES,
EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE BASIC DOCUMENTS.
HOME EQUITY LOAN TRUST 1998-HS3
Home Equity Loan-Backed Term Note
Registered Principal Amount: $___________
No. _ Note Rate: Floating
CUSIP NO. 76110V BQ O
Home Equity Loan Trust 1998-HS3, a business trust duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $___________, payable on each Payment
Date in an amount equal to the Percentage Interest specified above of the
aggregate amount, if any, payable from the Payment Account in respect of
principal on the Term Notes pursuant to Section 3.05 of the Indenture dated as
of September 28, 1998 (the "Indenture") between the Issuer, as Issuer, and The
Chase Manhattan Bank, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Term
1
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Note shall be due and payable on the Payment Date in February 2024, to the
extent not previously paid on a prior Payment Date. Capitalized terms used but
not defined herein are defined in Appendix A of the Indenture.
Interest on the Term Notes will be paid monthly on each Payment Date
at the Note Rate for the related Interest Period subject to limitations which
may result in Interest Shortfalls (as further described in the Indenture). The
Note Rate for each Interest Period will be a floating rate equal to the lesser
of (i) LIBOR plus 0.19% per annum and (ii) 17.25% per annum. LIBOR for each
applicable Interest Period will be determined on the second LIBOR Business Day
immediately preceding (i) the Closing Date in the case of the first Interest
Period and (ii) the first day of each succeeding Interest Period by the
Indenture Trustee as set forth in the Indenture. All determinations of LIBOR by
the Indenture Trustee shall, in the absence of manifest error, be conclusive for
all purposes, and each holder of this Term Note, by accepting this Term Note,
agrees to be bound by such determination. Interest on this Term Note will accrue
for each Payment Date from the most recent Payment Date on which interest has
been paid (in the case of the first Payment Date, from the Closing Date) to but
excluding such Payment Date. Interest will be computed on the basis of the
actual number of days in each Interest Period and a year assumed to consist of
360 days. Principal of and interest on this Term Note shall be paid in the
manner specified on the reverse hereof.
Principal of and interest on this Term Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Term Note shall be applied first to interest due and
payable on this Term Note as provided above and then to the unpaid principal of
this Term Note.
Reference is made to the further provisions of this Term Note set
forth on the reverse hereof, which shall have the same effect as though fully
set forth on the face of this Term Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Term
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.
2
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This Term Note is one of a duly authorized issue of Term Notes of
the Issuer, designated as its Home Equity Loan-Backed Term Notes (herein called
the "Term Notes"), all issued under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the holders of the Term Notes. The Term Notes are subject to all
terms of the Indenture.
The Term Notes and the Variable Funding Notes (collectively, the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.
This Term Note is entitled to the benefits of an irrevocable and
unconditional financial guaranty insurance policy issued by Ambac Assurance
Corporation.
Principal of and interest on this Term Note will be payable on each
Payment Date, commencing on October 20, 1998, as described in the Indenture.
"Payment Date" means the twentieth day of each month, or, if any such date is
not a Business Day, then the next Business Day.
The entire unpaid principal amount of this Term Note shall be due
and payable in full on the Payment Date in February 2024 pursuant to the
Indenture, to the extent not previously paid on a prior Payment Date.
Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing, then the Indenture Trustee or the holders of Notes representing not
less than a majority of the Security Balances of all Notes with the consent of
the Credit Enhancer, or the Credit Enhancer may declare the Notes to be
immediately due and payable in the manner provided in Section 5.02 of the
Indenture. All principal payments on the Term Notes shall be made pro rata to
the holders of Term Notes entitled thereto.
Payments of interest on this Term Note due and payable on each
Payment Date, together with the installment of principal, if any, to the extent
not in full payment of this Term Note, shall be made by check mailed to the
Person whose name appears as the Registered Holder of this Term Note (or one or
more Predecessor Notes) on the Note Register as of the close of business on each
Record Date, except that with respect to Term Notes registered on the Record
Date in the name of the nominee of the Depository Agency (initially, such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee. Such checks shall be
mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of the applicable Record Date without requiring
that this Term Note be submitted for notation of payment. Any reduction in the
principal amount of this Term Note (or any one or more Predecessor Term Notes)
effected by any payments made on any Payment Date shall be binding upon all
future holders of this Term Note and of any Term Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Term Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered Holder
hereof as of the Record Date preceding such
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<PAGE>
Payment Date by notice mailed or transmitted by facsimile prior to such Payment
Date, and the amount then due and payable shall be payable only upon
presentation and surrender of this Term Note at the address specified in such
notice of final payment.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Term Note may be registered on the Note
Register upon surrender of this Term Note for registration of transfer at the
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by, the
holder hereof or such holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Securities Exchange Act of 1934, as amended, and thereupon one or more new
Term Notes in authorized denominations and in the same aggregate principal
amount will be issued to the designated transferee or transferees. No service
charge will be charged for any registration of transfer or exchange of this Term
Note, but the Note Registrar shall require payment of a sum sufficient to cover
any tax or governmental charge that may be imposed in connection with any
registration of transfer or exchange of this Term Note.
Each holder or Beneficial Owner of a Term Note, by acceptance of a
Term Note, or, in the case of a Beneficial Owner of a Term Note, a beneficial
interest in a Term Note, covenants and agrees that no recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee, the Seller, the Master Servicer, the Depositor or the Indenture Trustee
on the Term Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director or employee of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Owner Trustee or the Indenture Trustee or of any successor or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.
Each holder or Beneficial Owner of a Term Note, by acceptance of a
Term Note or, in the case of a Beneficial Owner of a Term Note, a beneficial
interest in a Term Note, covenants and agrees by accepting the benefits of the
Indenture that such holder or Beneficial Owner of a Term Note will not at any
time institute against the Depositor, the Seller, the Master Servicer, GMAC
Mortgage Group, Inc. or the Issuer, or join in any institution against the
Depositor, the Seller, the Master Servicer, GMAC Mortgage Group, Inc. or the
Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Term Notes, the
Indenture or the Basic Documents.
4
<PAGE>
The Issuer has entered into the Indenture and this Term Note is
issued with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Term Notes will qualify as indebtedness
of the Issuer. Each holder of a Term Note, by acceptance of a Term Note (and
each Beneficial Owner of a Term Note by acceptance of a beneficial interest in a
Term Note), agrees to treat the Term Notes for federal, state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.
Prior to the due presentment for registration of transfer of this
Term Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Term Note is
registered (as of the day of determination or as of such other date as may be
specified in the Indenture) as the owner hereof for all purposes, whether or not
this Term Note be overdue, and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the Indenture Trustee and the rights of the holders of the Term Notes
under the Indenture at any time by the Issuer and the Indenture Trustee with the
consent of the holders of Notes representing a majority of the Security Balances
of all Notes at the time Outstanding and the Credit Enhancer and with prior
notice to the Rating Agencies. The Indenture also contains provisions permitting
the holders of Notes representing specified percentages of the Security Balances
of all Notes, on behalf of the holders of all the Notes, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
holder of this Term Note (or any one of more Predecessor Term Notes) shall be
conclusive and binding upon such holder and upon all future holders of this Term
Note and of any Term Note 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 Term Note. The Indenture also permits the Issuer and
the Indenture Trustee to amend or waive certain terms and conditions set forth
in the Indenture without the consent of holders of the Term Notes issued
thereunder but with prior notice to the Rating Agencies and the Credit Enhancer.
The term "Issuer" as used in this Term Note includes any successor
or the Issuer under the Indenture.
The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the holders of Term Notes under the Indenture.
The Term Notes are issuable only in registered form in denominations
as provided in the Indenture, subject to certain limitations therein set forth.
This Term Note and the Indenture shall be construed in accordance
with the laws of the State of New York, without reference to its conflict of law
provisions and the obligations, rights and remedies of the parties hereunder and
thereunder shall be determined in accordance with such laws.
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<PAGE>
No reference herein to the Indenture and no provision of this Term
Note or of the Indenture shall alter or impair, the obligation of the Issuer,
which is absolute and unconditional, to pay the principal of and interest on
this Term Note at the times, place and rate, and in the coin or currency herein
prescribed.
Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of Wilmington Trust Company in its
individual capacity, The Chase Manhattan Bank, in its individual capacity, any
owner of a beneficial interest in the Issuer, or any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on this Term Note or performance
of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The holder of this Term Note by its
acceptance hereof agrees that, except as expressly provided in the Basic
Documents, in the case of an Event of Default under the Indenture, the holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Term Note.
6
<PAGE>
IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer and
not in its individual capacity, has caused this Term Note to be duly executed.
HOME EQUITY LOAN TRUST 1998-HS3
By WILMINGTON TRUST COMPANY, not in
its individual capacity but solely as Owner
Trustee
Dated:
By
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Term Notes referred to in the within mentioned Indenture.
THE CHASE MANHATTAN BANK, not in
its individual capacity but solely as Indenture
Trustee
Dated:
By
Authorized Signatory
<PAGE>
ASSIGNMENT
Social Security or taxpayer I.D. or other identifying number of
assignee:__________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
==============================================================================
(name and address of assignee) the within Term Note and all rights thereunder,
and hereby irrevocably constitutes and appoints___________________________,
attorney, to transfer said Term Note on the books kept for registration thereof,
with full power of substitution in the premises.
Dated: */
Signature Guaranteed:
*/
- --------
* NOTICE: The signature to this assignment must correspond with the name of the
-----
registered owner as it appears on the face of the within Term Note in
every particular, without alteration, enlargement or any change whatever.
Such signature must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee
program" as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.
<PAGE>
Exhibit A-2
FORM OF VARIABLE FUNDING NOTES
THIS VARIABLE FUNDING NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE AND MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO
SUCH ACT AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT
FROM REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS
TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS OF SECTION 4.02 OF THE INDENTURE
REFERRED TO HEREIN.
THE PRINCIPAL OF THIS VARIABLE FUNDING NOTE IS PAYABLE IN
INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS VARIABLE FUNDING NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.
THIS VARIABLE FUNDING NOTE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF THE SELLER, THE DEPOSITOR, THE MASTER SERVICER, THE INDENTURE
TRUSTEE, THE OWNER TRUSTEE OR GMAC MORTGAGE GROUP, INC. OR ANY OF THEIR
RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE
BASIC DOCUMENTS.
HOME EQUITY LOAN TRUST 1998-HS3
Home Equity Loan-Backed Variable Funding Note
Registered Initial Maximum Variable
Funding Note Balance: $____________
No. VFN-_ Note Rate: Floating
Home Equity Loan Trust 1998-HS3, a business trust duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to Residential Funding
Corporation or registered assigns, the principal amount set forth on Schedule A
attached hereto (or otherwise owing hereunder as determined pursuant to the
Indenture as defined below), payable on each Payment Date in an amount equal to
the pro rata portion allocable hereto (based on the Security Balances of all
Variable Funding Notes immediately prior to such Payment Date) of the aggregate
amount, if any, payable from the Payment Account in respect of principal on the
Variable Funding Notes pursuant to Section 3.05 of the Indenture dated as of
September 28, 1998 (the "Indenture") between the Issuer, as Issuer, and The
Chase Manhattan Bank, as Indenture Trustee (the "Indenture Trustee"); provided,
however, that the entire unpaid principal amount of this Variable funding Note
shall be due and
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<PAGE>
payable on the Payment Date in February 2024 to the extent not previously paid
on a prior Payment Date. Capitalized terms used but not defined herein are
defined in Appendix A of the Indenture.
Interest on the Variable Funding Notes will be paid monthly on each
Payment Date at the Note Rate for the related Interest Period subject to
limitations which may result in Interest Shortfalls (as further described in the
Indenture). The Note Rate for each Interest Period will be a floating rate equal
to the lesser of (i) LIBOR plus 0.19% per annum and (ii) 17.25% per annum. LIBOR
for each applicable Interest Period will be determined on the second LIBOR
Business Day immediately preceding (i) the Closing Date in the case of the first
Interest Period and (ii) the first day of each succeeding Interest Period by the
Indenture Trustee as set forth in the Indenture. All determinations of LIBOR by
the Indenture Trustee shall, in the absence of manifest error, be conclusive for
all purposes, and each holder of this Variable Funding Note, by accepting this
Variable Funding Note, agrees to be bound by such determination. Interest on
this Variable Funding Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid (in the case of the First
Payment Date, from the Closing Date) to but excluding such Payment Date.
Interest will be computed on the basis of the actual number of days in each
Interest Period and a year assumed to consist of 360 days. Principal of and
interest on this Variable Funding Note shall be paid in the manner specified on
the reverse hereof.
Principal of and interest on this Variable Funding Note are payable
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this Variable Funding Note shall be applied
first to interest due and payable on this Variable Funding Note as provided
above and then to the unpaid principal of this Variable Funding Note.
Reference is made to the further provisions of this Variable Funding
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Variable Funding Note.
Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this
Variable Funding Note shall not be entitled to any benefit under the Indenture
referred to on the reverse hereof, or be valid or obligatory for any purpose.
2
<PAGE>
This Variable Funding Note is one of a duly authorized issue of
Variable Funding Notes of the Issuer, designated as its Home Equity Loan-Backed
Variable Funding Notes (herein called the "Variable Funding Notes"), all issued
under the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the holders of
the Variable Funding Notes. The Variable Funding Notes are subject to all terms
of the Indenture.
The Variable Funding Notes and the Term Notes (collectively, the
"Notes") are and will be equally and ratably secured by the collateral pledged
as security therefor as provided in the Indenture.
This Variable Funding Note is entitled to the benefits of an
irrevocable and unconditional financial guaranty insurance policy issued by
Ambac Assurance Corporation.
Principal of and interest on this Variable Funding Note will be
payable on each Payment Date, commencing on October 20, 1998, as described in
the Indenture. "Payment Date" means the twentieth day of each month, or, if any
such day is not a Business Day, then the next Business Day.
The entire unpaid principal amount of this Variable Funding Note
shall be due and payable in full on the Payment Date in February 2024 pursuant
to the Indenture, to the extent not previously paid on a prior Payment Date.
Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing, then the Indenture Trustee or the holders of Notes representing not
less than a majority of the Security Balances of all Notes with the consent of
the Credit Enhancer, or the Credit Enhancer may declare the Notes to be
immediately due and payable in the manner provided in Section 5.02 of the
Indenture. All principal payments on the Variable Funding Notes shall be made
pro rata to the holders of Variable Funding Notes entitle thereto.
Payments of interest on this Variable Funding Note due and payable
on each Payment Date, together with the installment of principal, if any, to the
extent not in full payment of this Variable Funding Note, shall be made by check
mailed to the Person whose name appears as the Registered Holder of this
Variable Funding Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to
Variable Funding Notes registered on the Record Date in the name of the nominee
of the Depository Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Variable Funding Note be
submitted for notation of payment. Any reduction in the principal amount of this
Variable Funding Note (or any one or more Predecessor Variable Funding Notes)
effected by any payments made on any Payment Date shall be binding upon all
future holders of this Variable Funding Note and of any Variable Funding Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of
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<PAGE>
this Variable Funding Note on a Payment Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior to such Payment Date and the
amount then due and payable shall be payable only upon presentation and
surrender of this Variable Funding Note at the address specified in such notice
of final payment.
As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Variable Funding Note may be registered on
the Note Register upon surrender of this Variable Funding Note for registration
of transfer at the Corporate Trust Office, duly endorsed by, and accompanied by
a written instrument of transfer in form satisfactory to the Indenture Trustee
duly executed by, the holder hereof or such holder's attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in the Securities Transfer Agent's Medallion Program
("STAMP") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to or in substitution for, STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended, and thereupon
one or more new Variable Funding Notes in authorized denominations and in the
same aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Variable Funding Note, but the Note Registrar shall require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any registration of transfer or exchange of this
Variable Funding Note.
Each holder or Beneficial Owner of a Variable Funding Note, by
acceptance of a Variable Funding Note or, in the case of a Beneficial Owner of a
Variable Funding Note, a beneficial interest in a Variable Funding Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Owner Trustee, the Seller, the
Master Servicer, the Depositor or the Indenture Trustee on the Variable Funding
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in its individual capacity, except as any such Person may have
expressly agreed and except that any such partner, owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.
Each holder or Beneficial Owner of a Variable Funding Note, by
acceptance of a Variable Funding Note or, in the case of a Beneficial Owner of a
Variable Funding Note, a beneficial interest in a Variable Funding Note,
covenants and agrees by accepting the benefits of the Indenture that such holder
or Beneficial Owner of a Variable Funding Note will not at any time institute
against the Depositor, the Seller, the Master Servicer, GMAC Mortgage Group,
Inc.
4
<PAGE>
or the Issuer, or join in any institution against the Depositor, the Seller, the
Master Servicer, GMAC Mortgage Group, Inc. or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Variable Funding Notes, the Indenture or the Basic
Documents.
The Issuer has entered into the Indenture and this Variable Funding
Note is issued with the intention that, for federal, state and local income,
single business and franchise tax purposes, the Variable Funding Notes will
qualify as indebtedness of the Issuer. Each holder of a Variable Funding Note,
by acceptance of a Variable Funding Note (and each Beneficial Owner of a
Variable Funding Note, by acceptance of a beneficial interest in a Variable
Funding Note), agrees to treat the Variable Funding Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.
Prior to the due presentment for registration of transfer of this
Variable Funding Note, the Issuer, the Indenture Trustee and any agent of the
Issuer or the Indenture Trustee may treat the Person in whose name this Variable
Funding Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes,
whether or not this Variable Funding Note be overdue, and none of the Issuer,
the Indenture Trustee or any such agent shall be affected by notice to the
contrary.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the Indenture Trustee and the rights of the holders of the Variable
Funding Notes under the Indenture at any time by the Issuer and the Indenture
Trustee with the consent of the holders of Notes representing a majority of the
Security Balances of all Notes at the time Outstanding and the Credit Enhancer
and with prior notice to the Rating Agencies. The Indenture also contains
provisions permitting the holders of Notes representing specified percentages of
the Security Balances of all Notes, on behalf of the holders of all the Notes,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this Variable Funding Note (or any one of
more Predecessor Variable Funding Notes) shall be conclusive and binding upon
such holder and upon all future holders of thi
5
<PAGE>
<PAGE>
EXHIBIT 10.1
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Purchaser,
and
RESIDENTIAL FUNDING CORPORATION
as Seller
REVOLVING CREDIT LOAN PURCHASE AGREEMENT
Dated as of September 28, 1998
Revolving Credit Loans
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
Section 1.1. Definitions.........................................1
ARTICLE IISALE OF REVOLVING CREDIT LOANS AND RELATED PROVISIONS
Section 2.1. Sale of Revolving Credit Loans......................2
Section 2.2. Payment of Purchase Price...........................5
Section 2.3. Reserved............................................5
Section 2.4. Variable Funding Notes on or after the Closing Date.6
Section 2.5. Draws After an Amortization Event...................6
ARTICLE IIIREPRESENTATIONS AND WARRANTIES;REMEDIES FOR BREACH
Section 3.1. Seller Representations and Warranties...............7
ARTICLE IVSELLER'S COVENANTS
Section 4.1. Covenants of the Seller............................15
ARTICLE VSERVICING
Section 5.1. Servicing..........................................15
ARTICLE VIINDEMNIFICATION BY THE SELLERWITH RESPECT TO THE
REVOLVING CREDIT LOANS
Section 6.1. Indemnification With Respect to the Revolving Credit
Loans ............................................15
Section 6.2. Limitation on Liability of the Seller..............15
ARTICLE VIITERMINATION
Section 7.1. Termination........................................16
ARTICLE VIIIMISCELLANEOUS PROVISIONS
Section 8.1. Amendment..........................................16
Section 8.2. GOVERNING LAW......................................16
-i-
<PAGE>
Page
Section 8.3. Notices............................................17
Section 8.4. Severability of Provisions.........................17
Section 8.5. Relationship of Parties............................17
Section 8.6. Counterparts.......................................17
Section 8.7. Further Agreements.................................18
Section 8.8. Intention of the Parties...........................18
Section 8.9. Successors and Assigns; Assignment of This Agreement18
Section 8.10. Survival..........................................19
-ii-
<PAGE>
Exhibits
Exhibit 1 Revolving Credit Loan Schedule
-iii-
<PAGE>
This REVOLVING CREDIT LOAN PURCHASE AGREEMENT (this "Agreement"), dated as
of September 28, 1998, is made between Residential Funding Corporation (the
"Seller") and Residential Funding Mortgage Securities II, Inc. (the
"Purchaser").
W I T N E S S E T H :
WHEREAS, the Seller owns Cut-off Date Loan Balances and the Related
Documents for the home equity lines of credit indicated on the Revolving Credit
Loan Schedule attached as Exhibit 1 hereto (collectively, the "Revolving Credit
Loans"), including rights to (a) any property acquired by foreclosure or deed in
lieu of foreclosure or otherwise, and (b) the proceeds of any insurance policies
covering the Revolving Credit Loans;
WHEREAS, the parties hereto desire that the Seller sell the Cut-off
Date Loan Balances of the Revolving Credit Loans to the Purchaser pursuant to
the terms of this Agreement together with the Related Documents on the Closing
Date, and thereafter all Additional Balances created on or after the Cut-off
Date;
WHEREAS, pursuant to the terms of the Servicing Agreement, the
Master Servicer will service the Revolving Credit Loans directly or through one
or more Subservicers;
WHEREAS, pursuant to the terms of the Trust Agreement, the Purchaser
will sell the Revolving Credit Loans to the Issuer in exchange for the cash
proceeds of the Securities;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer
will issue and transfer to or at the direction of the Purchaser, the
Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will
issue and transfer to or at the direction of the Purchaser, the Notes, secured
by the Revolving Credit Loans;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. For all purposes of this Revolving Credit
Loan Purchase Agreement, except as otherwise expressly provided herein or unless
the context otherwise requires, capitalized terms not otherwise defined herein
shall have the meanings assigned to such terms in the Definitions contained in
Appendix A to the Indenture dated September 28, 1998 (the "Indenture"), between
Home Equity Loan Trust 1998-HS3, as Issuer and The Chase Manhattan Bank, as
indenture trustee, which is incorporated by reference herein. All other
capitalized terms used herein shall have the meanings specified herein.
<PAGE>
-2-
ARTICLE II
SALE OF REVOLVING CREDIT LOANS AND RELATED PROVISIONS
Section 2.1. Sale of Revolving Credit Loans.
(a) The Seller, by the execution and delivery of this Agreement,
does hereby sell, assign, set over, and otherwise convey to the Purchaser,
without recourse, all of its right, title and interest in, to and under the
following, and wherever located: (i) the Revolving Credit Loans (including
without limitation the Cut-off Date Loan Balances and all Additional Balances;
provided, however, that following the occurrence of an Amortization Event, any
subsequent loan balance represented by each Draw and interest thereon will not
be deemed transferred to the Issuer, and the Seller (in such event) shall retain
ownership of each loan balance represented by each such Draw made thereafter and
interest thereon), all interest accruing thereon and all collections in respect
thereof received on or after the Cut-off Date; (ii) property which secured a
Revolving Credit Loan and which has been acquired by foreclosure or deed in lieu
of foreclosure; (iii) the interest of the Seller in any insurance policies in
respect of the Revolving Credit Loans; and (iv) all proceeds of the foregoing;
provided, however, that the Purchaser does not assume the obligation under each
Loan Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser
shall not be obligated or permitted to fund any such Draws, it being agreed that
the Seller will retain the obligation to fund future Draws. Such conveyance
shall be deemed to be made: (1) with respect to the Cut-off Date Loan Balances,
as of the Closing Date; and (2) with respect to the amount of each Additional
Balance created on or after the Cut-off Date, as of the later of the Closing
Date and the date that the corresponding Draw was made pursuant to the related
Loan Agreement, subject to the receipt by the Seller of consideration therefor
as provided herein under clause (b) of Section 2.2.
(b) In connection with such conveyance, the Seller further agrees,
at its own expense, on or prior to the Closing Date with respect to the Loan
Balance of the Revolving Credit Loans to indicate in its books and records that
the Revolving Credit Loans have been sold to the Purchaser pursuant to this
Agreement and to deliver to the Purchaser the Revolving Credit Loan Schedule.
Such Revolving Credit Loan Schedule shall be marked as Exhibit 1 to this
Agreement and is hereby incorporated into and made a part of this Agreement.
(c) In connection with such conveyance by the Seller, the Seller
shall on behalf of the Purchaser deliver to, and deposit with the respective
Custodian, on or before the Closing Date, the following documents or instruments
with respect to each Revolving Credit Loan:
(i) the original Mortgage Note endorsed without recourse to the
Indenture Trustee and showing an unbroken chain of endorsement from the
originator thereof to the Person endorsing it or, with respect to any
Revolving Credit Loan as to
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which the original Mortgage Note has been permanently lost or destroyed
and has not been replaced, a Lost Note Affidavit together with a copy of
such Note;
(ii) the original Mortgage with evidence of recording thereon,
or, if the original Mortgage has not yet been returned from the public
recording office, a copy of the original Mortgage certified by the public
recording office in which such original Mortgage has been recorded, or a
copy of such Mortgage certified by the recording office in the event the
recording office keeps the original or if the original is lost;
(iii) assignments (which may be included in one or more blanket
assignments if permitted by applicable law) of the Mortgage in recordable
form to "The Chase Manhattan Bank as indenture trustee" c/o the Seller at
an address specified by the Seller;
(iv) originals of any intervening assignments of the Mortgage,
with evidence of recording thereon, or, if the original of any such
intervening assignment has not yet been returned from the public recording
office, a copy of such original intervening assignment certified by the
public recording office in which such original intervening assignment has
been recorded; and
(v) a true and correct copy of each assumption, modification,
consolidation or substitution agreement, if any, relating to the Revolving
Credit Loan.
Within the time period for the review of each Mortgage File set
forth in Section 2.3 of the Custodial Agreement, if a material defect in any
Mortgage File is discovered which may materially and adversely affect the value
of the related Revolving Credit Loan, or the interests of the Indenture Trustee
(as pledgee of the Revolving Credit Loans), the Noteholders, the
Certificateholders or the Credit Enhancer in such Revolving Credit Loan,
including the Seller's failure to deliver any document required to be delivered
to the Custodian on behalf of the Indenture Trustee (provided that a Mortgage
File will not be deemed to contain a defect for an unrecorded assignment under
clause (iii) above if the Seller has submitted such assignment for recording or
if such assignment is not required to be recorded pursuant to the terms of the
following paragraph), the Seller shall cure such defect, repurchase the related
Revolving Credit Loan at the Repurchase Price or substitute an Eligible
Substitute Loan for the related Revolving Credit Loan upon the same terms and
conditions set forth in Section 3.1 hereof for breaches of representations and
warranties as to the Revolving Credit Loans. With respect to any missing
Mortgage Notes referred to in Subsection 3.1(b)(xxxiv), the Seller shall have 60
days from the Closing Date to deliver the documents referred to in this
Subsection 2.1(c). If such documents have not been delivered within 60 days, the
Seller shall repurchase the related Revolving Credit Loan or substitute an
Eligible Substitute Loan for the related Revolving Credit Loan upon the
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same terms and conditions set forth in Section 3.1 hereof for breaches of
representations and warranties as to the Revolving Credit Loans.
Within 60 days after the receipt by the Master Servicer of the
recording information necessary to complete the recording of each of the
assignments referred to in clause (iii) above, the Seller at its own expense
shall complete, or cause to be completed, in the name of the Indenture Trustee,
and shall submit each such assignment for recording in the appropriate public
office for real property records each of the assignments referred to in clause
(iii) above. While such assignment to be recorded is being recorded, the
Custodian shall retain a photocopy of such assignment. If any assignment is lost
or returned unrecorded to the Custodian because of any defect therein, the
Seller is required to prepare a substitute assignment or cure such defect, as
the case may be, and the Seller shall cause such assignment to be recorded in
accordance with this paragraph. Notwithstanding the foregoing, as to any
Revolving Credit Loan where the Seller is the assignee of record of the
Mortgage, the assignment referred to in clause (iii) above shall not be required
to be completed and submitted for recording, if an Opinion of Counsel is
provided in form and substance satisfactory to the Credit Enhancer and to each
Rating Agency, to the effect that such recordation of the assignment referred to
in clause (iii) above (completed in the name of the Indenture Trustee) is not
required (i) to effect the sale and conveyance of the Revolving Credit Loan by
the Seller to the Depositor and by the Depositor to the Issuer, or the granting
and perfecting of the security interest in the Revolving Credit Loan to the
Indenture Trustee as provided in the Indenture or (ii) to defeat any ownership,
security interest or other adverse claim to the Revolving Credit Loan by any
creditor of the Seller or the Depositor by any purported transferee of such
Revolving Credit Loan in a purported transfer thereof by the Seller or the
Depositor subsequent to such sale and conveyance.
In instances where an original Mortgage or any original intervening
assignment of Mortgage was not, in accordance with clause (ii) or (iv) above,
delivered by the Seller to the respective Custodian prior to or concurrently
with the execution and delivery of this Agreement, the Seller will deliver or
cause to be delivered the originals of such documents to such Custodian promptly
upon receipt thereof.
The Purchaser hereby acknowledges its acceptance of all right, title
and interest to the property, conveyed to it pursuant to this Section 2.1.
(d) The parties hereto intend that the transactions set forth herein
constitute a sale by the Seller to the Purchaser of all the Seller's right,
title and interest in and to the Revolving Credit Loans and other property as
and to the extent described above. In the event the transactions set forth
herein are deemed not to be a sale, the Seller hereby grants to the Purchaser a
security interest in all of the Seller's right, title and interest in, to and
under the Revolving Credit Loans and such other property, to secure all of the
Seller's obligations hereunder, and this Agreement shall constitute a security
agreement under applicable law. The Seller agrees to take
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or cause to be taken such actions and to execute such documents, including
without limitation the filing of all necessary UCC-1 financing statements filed
in the State of Minnesota (which shall have been submitted for filing as of the
Closing Date), any continuation statements with respect thereto and any
amendments thereto required to reflect a change in the name or corporate
structure of the Seller or the filing of any additional UCC-1 financing
statements due to the change in the principal office of the Seller, as are
necessary to perfect and protect the Purchaser's interests in each Revolving
Credit Loan and the proceeds thereof.
Section 2.2. Payment of Purchase Price.
(a) The "Purchase Price" for the Revolving Credit Loans (including
the Additional Balances) shall be (1) an amount equal to $148,590,024.00 in
immediately available funds, together with the Certificates, in respect of the
Cut-off Date Loan Balances thereof and (2) in the case of each Additional
Balance transferred hereunder created on or after the Cut-off Date, the
principal amount of the related Draw under the Loan Agreement on the later of
the Closing Date and the date of the creation of such Additional Balance.
(b) In consideration of the sale of the Revolving Credit Loans from
the Seller to the Purchaser on the Closing Date, the Purchaser shall pay to the
Seller on the Closing Date by wire transfer of immediately available funds to a
bank account designated by the Seller, the amount specified above in clause
(a)(1) for each Revolving Credit Loan; provided, that such payment may be on a
net funding basis if agreed by the Seller and the Purchaser. With respect to
each Additional Balance transferred hereunder with respect to any Revolving
Credit Loan, the Issuer as assignee of the Purchaser shall pay or cause to be
paid to the Seller or its designee the portion of the Purchase Price specified
above in clause (a)(2) for such Additional Balance in one of the following ways,
as applicable: (i) for any Collection Period during the Revolving Period, so
long as an Amortization Event has not occurred, (a) a cash payment pursuant to
Section 3.03(ii) of the Servicing Agreement and Section 2.2(a)(2) hereof in an
amount equal to the related Draw, if then available from Principal Collections
during the related Collection Period on the Revolving Credit Loans, and (b) to
the extent aggregate Draws exceed Principal Collections for such Collection
Period, an increase in the aggregate principal amount of the Variable Funding
Notes or an issuance of new Variable Funding Notes, as of the Payment Date
corresponding to the Collection Period in which such Additional Balances were
created, equal to the amount by which Additional Balances exceeded Principal
Collections for such Collection Period, and (ii) for any Collection Period after
the end of the Revolving Period, so long as an Amortization Event has not
occurred, an increase in the aggregate principal amount of Variable Funding
Notes or an issuance of new Variable Funding Notes as of each Payment Date in an
aggregate amount equal to the total of the related Draws for the corresponding
Collection Period.
Section 2.3. Reserved.
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Section 2.4. Variable Funding Notes on or after the Closing Date.
Subject to Section 4.02 of the Indenture, if at any time, the Seller
holds Variable Funding Notes that have reached their Maximum Variable Funding
Balance, and to the extent that the same are exchanged for Capped Funding Notes
in accordance with Section 4.02 of the Indenture, the Purchaser agrees that,
upon written request made by the Seller at any time, the Purchaser shall use its
best reasonable efforts to cause such Capped Funding Notes held by the Seller to
be registered for resale by the Seller pursuant to an effective registration
statement filed by the Purchaser in accordance with, and meeting all
requirements of, the Securities Act of 1933, as amended. The Purchaser shall use
its best reasonable efforts to cause such registration statement to become
effective with respect to such Capped Funding Notes as soon as practicable
within a mutually agreed reasonable time period after the Seller's request. It
is contemplated that such registration statement will be the shelf registration
statement pursuant to which the Term Notes issued on the Closing Date are to be
offered, or one substantially similar thereto. In connection with such
registration statement and offering, the Seller shall reimburse the Purchaser
for costs related thereto including registration fees, printing fees, rating
fees, legal fees, accountant's fees, blue sky registration fees and expenses (if
any), related expenses of the Credit Enhancer and other out-of-pocket costs, if
any. In connection with such registration statement and related prospectus, the
Seller shall provide the Purchaser with an updated Revolving Credit Loan
Schedule and all other information reasonably necessary to assure that the
statements in the prospectus with respect to the Revolving Credit Loans and the
Seller (including in its capacity as servicer of the Revolving Credit Loans) are
complete and correct in all material respects as of the date of sale of such
Capped Funding Notes by the Seller. The registration statement shall not include
any information with respect to the Credit Enhancer, except for information
approved by the Credit Enhancer for use therein.
Section 2.5. Draws After an Amortization Event.
In the event that an Amortization Event occurs, any Draws made on
the Revolving Credit Loans thereafter shall not be deemed to be "Additional
Balances" hereunder, and the ownership of the related balances shall be retained
by the Seller. Following an Amortization Event, on any Payment Date, with
respect to the related Collection Period, all Interest Collections and Principal
Collections in respect of each individual Revolving Credit Loan shall be
allocated on a pro rata basis as between the Issuer and the Seller, based on the
relative proportions of the Loan Balance and the Excluded Amount, respectively,
as of the end of the calendar month immediately prior to such Collection Period.
Any losses incurred with respect to any individual Revolving Credit Loan
following an Amortization Event shall be allocated on a pro rata basis between
the Issuer and the Seller, based on the Loan Balance and the Excluded Amount
thereof as of the date of liquidation of such Revolving Credit Loan.
Notwithstanding any other provision hereof or of the Servicing Agreement, the
payments and collections allocable to the Excluded Amount need not be deposited
in the Custodial Account and shall not be deposited in the
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Distribution Account or the Payment Account, and shall be distributed by the
Master Servicer to the Seller not less frequently than monthly in accordance
with reasonable instructions provided by the Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1. Seller Representations and Warranties. The Seller represents
and warrants to the Purchaser, as of the Closing Date (or if otherwise specified
below, as of the date so specified):
(a) As to the Seller:
(i) The Seller is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and has the
corporate power to own
its assets and to transact the business in which it is currently
engaged. The Seller is duly qualified to do business as a foreign
corporation and is in good standing in each jurisdiction in which the
character of the business transacted by it or properties owned or leased
by it requires such qualification and in which the failure to so qualify
would have a material adverse effect on the business, properties, assets
or condition (financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute,
deliver and perform its obligations under this Agreement and all of the
transactions contemplated under this Agreement, and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Agreement. When executed and delivered, this Agreement
will constitute the legal, valid and binding obligation of the Seller
enforceable in accordance with its terms, except as enforcement of such
terms may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally and by the availability of
equitable remedies;
(iii) The Seller is not required to obtain the consent of any
other Person or any consent, license, approval or authorization from, or
registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity
or enforceability of this Agreement, except for such consents, license,
approvals or authorization, or registration or declaration, as shall have
been obtained or filed, as the case may be;
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(iv) The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby by the Seller will not
violate any provision of any existing law or regulation or any order or
decree of any court applicable to the Seller or any provision of the
Certificate of Incorporation or Bylaws of the Seller, or constitute a
material breach of any mortgage, indenture, contract or other agreement to
which the Seller is a party or by which the Seller may be bound;
(v) No litigation or administrative proceeding of or before any
court, tribunal or governmental body is currently pending, or to the
knowledge of the Seller threatened, against the Seller or any of its
properties or with respect to this Agreement or the Certificates which in
the opinion of the Seller has a reasonable likelihood of resulting in a
material adverse effect on the transactions contemplated by this
Agreement;
(vi) This Agreement constitutes a legal, valid and binding
obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect affecting the enforcement of creditors' rights
in general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in
equity);
(vii) This Agreement constitutes a valid transfer and assignment
to the Purchaser of all right, title and interest of the Seller in and to
the Cut-off Date Loan Balances with respect to the Revolving Credit Loans,
all monies due or to become due with respect thereto, and all proceeds of
such Cut-off Date Loan Balances with respect to the Revolving Credit Loans
and such funds as are from time to time deposited in the Custodial Account
(excluding any investment earnings thereon) as assets of the Trust and all
other property specified in the definition of "Trust" as being part of the
corpus of the Trust conveyed to the Purchaser by the Seller, and upon
payment for the Additional Balances, will constitute a valid transfer and
assignment to the Purchaser of all right, title and interest of the Seller
in and to the Additional Balances, all monies due or to become due with
respect thereto, and all proceeds of such Additional Balances and all
other property specified in the definition of "Trust" relating to the
Additional Balances; and
(viii) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand or any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder.
(b) As to the Revolving Credit Loans:
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(i) The information set forth in the Revolving Credit Loan
Schedule for such Revolving Credit Loans is true and correct in all
material respects as of the date or dates respecting which such
information is furnished;
(ii) The Cut-off Date Loan Balances have not been assigned or
pledged, the Seller has good and marketable title thereto and the Seller
is the sole owner and holder of such Cut-off Date Loan Balances free and
clear of any and all liens, claims, encumbrances, participation interests,
equities, pledges, charges of security interests of any nature and has
full right and authority, under all governmental and regulatory bodies
having jurisdiction over the ownership of the applicable Revolving Credit
Loans to sell and assign the same pursuant to this Agreement;
(iii) The related Mortgage Note and the Mortgage have not been
assigned or pledged, the Seller has good and marketable title thereto and
the Seller is the sole owner and holder of the Revolving Credit Loan free
and clear of any and all liens, claims, encumbrances, participation
interests, equities, pledges, charges of security interests of any nature
and has full right and authority, under all governmental and regulatory
bodies having jurisdiction over the ownership of the applicable Revolving
Credit Loans to sell and assign the same pursuant to this Agreement;
(iv) To the best of Seller's knowledge, there is no valid offset,
defense or counterclaim of any obligor under any Loan Agreement or
Mortgage;
(v) To the best of Seller's knowledge, there is no delinquent
recording or other tax or fee or assessment lien against any related
Mortgaged Property;
(vi) To the best of Seller's knowledge, there is no proceeding
pending or threatened for the total or partial condemnation of the related
Mortgaged Property;
(vii) To the best of Seller's knowledge, there are no mechanics'
or similar liens or claims which have been filed for work, labor or
material affecting the related Mortgaged Property which are, or may be
liens prior or equal to, or subordinate with, the lien of the related
Mortgage, except liens which are fully insured against by the title
insurance policy referred to in clause (xi);
(viii) As of the Cut-off Date, no Revolving Credit Loan was 30 days
or more Delinquent;
(ix) For each Revolving Credit Loan, the related Mortgage File
contains each of the documents and instruments specified to be included
therein;
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(x) The related Mortgage Note and the related Mortgage at the
time it was made complied in all material respects with applicable local,
state and federal laws;
(xi) A policy of title insurance in the form and amount required
by the related Seller's Agreement was effective as of the closing of each
Revolving Credit Loan and each such policy is valid and remains in full
force and effect, and with respect to each Revolving Credit Loan with a
Cut-off Date Loan Balance greater than or equal to $100,000 a title search
or other assurance of title customary in the relevant jurisdiction was
obtained as to which no title insurance policy or binder was issued and
with respect to the remainder of the Revolving Credit Loans as to which no
title insurance policy or binder was issued or title search obtained there
are no intervening liens affecting the Mortgaged Property;
(xii) None of the Mortgaged Properties is a mobile home or a
manufactured housing unit that is not permanently attached to its
foundation;
(xiii) No more than 54.92% of the Revolving Credit Loans, by
Cut-off Date Loan Balance, are secured by Mortgaged Properties located in
California;
(xiv) As of the Cut-off Date the Combined Loan-to-Value Ratio for
each Revolving Credit Loan was not in excess of 101%;
(xv) [Reserved];
(xvi) The Seller has not transferred the Revolving Credit Loans to
the Purchaser with any intent to hinder, delay or defraud any of its
creditors;
(xvii) The minimum monthly payment with respect to any Revolving
Credit Loan is not less than the interest accrued at the applicable Loan
Rate on the average daily Loan Balance during the interest period relating
to the date on which such minimum monthly payment is due;
(xviii) The Seller will submit for filing or cause to be submitted
for filing UCC-1 financing statements in accordance with the terms of this
Agreement;
(xix) Each Loan Agreement and each Mortgage is substantially
similar to the other and is an enforceable obligation of the related
Mortgagor;
(xx) To the best of Seller's knowledge, the physical property
subject to each Mortgage is free of material damage and is in good repair;
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(xxi) The Seller has not received a notice of default of any
senior mortgage loan related to a Mortgaged Property which has not been
cured by a party other than the related Subservicer;
(xxii) Each of the Mortgage Notes has a substantially similar
definition of Prime as the Index applicable to the Loan Rate;
(xxiii) None of the Revolving Credit Loans are reverse mortgage loans;
(xxiv) (A) No Revolving Credit Loan has an original term to
maturity in excess of 301 months. On each date that the Loan Rates have
been adjusted prior to the Cut-off Date interest rate adjustments on the
Revolving Credit Loans were made in compliance with the related Mortgage
and Mortgage Note and applicable law. Over the term of any Revolving
Credit Loan, the Loan Rate may not exceed the related Maximum Loan Rate,
if any. (B) The Revolving Credit Loans have Maximum Loan Rates which range
between 10.00% and 25.00%. The Gross Margins for the Revolving Credit
Loans range between 0.00% and 8.50%, and the weighted average Gross Margin
for the Revolving Credit Loans is approximately 2.54% as of the Cut-off
Date. As of the Cut-off Date, the Loan Rates on the Revolving Credit Loans
range between 5.99% and 17.00% and the weighted average Loan Rate is
approximately 9.61%. The weighted average remaining term to scheduled
maturity of the Revolving Credit Loans on a contractual basis as of the
Cut-off Date Loan is approximately 216 months;
(xxv) (A) Each Mortgaged Property with respect to the Revolving
Credit Loans consists of a single parcel of real property with a single
family residence erected thereon, a two-to-four family residence erected
thereon, or improved by an individual condominium unit, planned unit
development, townhouse or manufactured home. (B) With respect to the
Revolving Credit Loans (i) approximately 20.12% (by Cut-off Date Loan
Balance) are secured by real property improved by individual condominium
units, planned unit developments, townhouses or manufactured homes, (ii)
approximately 79.14% (by Cut-off Date Loan Balance) are secured by real
property with a single family residence erected thereon and (iii)
approximately 0.74% (by Cut-off Date Loan Balance) are secured by real
property with a two-to-four family residence;
(xxvi) As of the Cut-off Date, the Credit Limits on the Revolving
Credit Loans range between approximately $8,000 and $500,000 with an
average of $42,203. As of the Cut-off Date, no Revolving Credit Loan had a
principal balance in excess of $31,561 and the weighted average Credit
Limit Utilization Rate, based on the Credit Limits of the Revolving Credit
Loans is equal to approximately 74.78%;
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(xxvii) Approximately 0.91% and 99.09% of the Revolving Credit
Loans, by aggregate principal balance as of the Cut-off Date are first and
second liens, respectively;
(xxviii) Each Subservicer meets all applicable requirements under
the Servicing Agreement, is properly qualified to service the Revolving
Credit Loans and has been servicing the Revolving Credit Loans prior to
the Cut-off Date in accordance with the terms of the respective
Subservicing Agreement;
(xxix) For each Revolving Credit Loan, hazard insurance and flood
insurance has been obtained which meets all applicable requirements of
Section 3.04 of the Servicing Agreement;
(xxx) There is no material default, breach, violation or event of
acceleration existing under the terms of any Mortgage Note or Mortgage and
no event which, with notice and expiration of any grace or cure period,
would constitute a material default, breach, violation or event of
acceleration under the terms of any Mortgage Note or Mortgage, and no such
material default, breach, violation or event of acceleration has been
waived by the Seller or by any other entity involved in originating or
servicing a Revolving Credit Loan;
(xxxi) No instrument of release or waiver has been executed in
connection with the Revolving Credit Loans, and no Mortgagor has been
released, in whole or in part from its obligations in connection with a
Revolving Credit Loan;
(xxxii) With respect to each Revolving Credit Loan that is a second
lien, either (i) no consent for the Revolving Credit Loan was required by
the holder of the related prior lien or (ii) such consent has been
obtained and is contained in the mortgage file;
(xxxiii) The Mortgage contains a customary provision for the
acceleration of the payment of the unpaid principal balance of the
Revolving Credit Loan in the event the related Mortgaged Property is sold
without the prior consent of the mortgagee thereunder; and
(xxxiv) The Mortgage Notes for not more than 0.29% of the Revolving
Credit Loans, by Cut-off Date Loan Balance, are missing from the Mortgage
File.
Upon discovery by Seller or upon notice from the Purchaser, the
Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or any
Custodian, as applicable, of a breach of any representation or warranty in
clause (a) above which materially and adversely affects the
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interests of the Securityholders or the Credit Enhancer, as applicable, in any
Revolving Credit Loan, the Seller shall, within 45 days of its discovery or its
receipt of notice of such breach, either (i) cure such breach in all material
respects or (ii) to the extent that such breach is with respect to a Revolving
Credit Loan or a Related Document, either (A) repurchase such Revolving Credit
Loan from the Issuer at the Repurchase Price, or (B) substitute one or more
Eligible Substitute Loans for such Revolving Credit Loan, in each case in the
manner and subject to the conditions and limitations set forth below.
Upon discovery by the Seller or upon notice from the Purchaser, the
Credit Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or any
Custodian, as applicable, of a breach of any representation or warranty in this
clause (b) above with respect to any Revolving Credit Loan, or upon the
occurrence of a Repurchase Event, which materially and adversely affects the
interests of any Securityholders or the Credit Enhancer, as applicable, or of
the Purchaser in such Revolving Credit Loan (notice of which shall be given to
the Purchaser by the Seller, if it discovers the same), notwithstanding the
Seller's lack of knowledge with respect to the substance of such representation
and warranty, the Seller shall, within 90 days after the earlier of its
discovery or receipt of notice thereof, either cure such breach or Repurchase
Event in all material respects or either (i) repurchase such Revolving Credit
Loan from the Issuer at the Repurchase Price, or (ii) substitute one or more
Eligible Substitute Loans for such Revolving Credit Loan, in each case in the
manner and subject to the conditions set forth below. The Repurchase Price for
any such Revolving Credit Loan repurchased by the Seller shall be deposited or
caused to be deposited by the Master Servicer in the Custodial Account
maintained by it pursuant to Section 3.02 of the Servicing Agreement.
In the event that the Seller elects to substitute an Eligible
Substitute Loan or Loans for a Deleted Loan pursuant to this Section 3.1, the
Seller shall deliver to the Custodian on behalf of the Issuer, with respect to
such Eligible Substitute Loan or Loans, the original Mortgage Note (or, in the
case of a Revolving Credit Loan as to which the original Mortgage Note has been
permanently lost or destroyed and has not been replaced, a Lost Note Affidavit,
together with a copy of such Note) and all other documents and agreements as are
required by Section 2.1(c), with the Mortgage Note endorsed as required by
Section 2.1(c). No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to Eligible
Substitute Loans in the month of substitution shall not be part of the Owner
Trust and will be retained by the Master Servicer and remitted by the Master
Servicer to the Seller on the next succeeding Payment Date, provided that a
payment at least equal to the applicable Minimum Monthly Payment for such month
in respect of the Deleted Loan has been received by the Owner Trust. For the
month of substitution, distributions to the Distribution Account pursuant to the
Servicing Agreement will include the Monthly Payment due on a Deleted Loan for
such month and thereafter the Seller shall be entitled to retain all amounts
received in respect of such Deleted Loan. The Master Servicer shall amend or
cause to be amended the Revolving Credit Loan Schedule to reflect the removal of
such Deleted Loan and the substitution of the
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Eligible Substitute Loan or Loans and the Master Servicer shall deliver the
amended Revolving Credit Loan Schedule to the Owner Trustee. Upon such
substitution, the Eligible Substitute Loan or Loans shall be subject to the
terms of this Agreement and the Servicing Agreement in all respects, the Seller
shall be deemed to have made the representations and warranties with respect to
the Eligible Substitute Loan contained herein set forth in Section 3.1(b) (other
than clauses (viii), (xiii), (xiv) (xxiv)(B), (xxv)(B), (xxvi), and (xxvii)
thereof) as of the date of substitution, and the Seller shall be obligated to
repurchase or substitute for any Eligible Substitute Loan as to which a
Repurchase Event has occurred as provided herein. In connection with the
substitution of one or more Eligible Substitute Loans for one or more Deleted
Loans, the Master Servicer will determine the amount (such amount, a
"Substitution Adjustment Amount"), if any, by which the aggregate principal
balance of all such Eligible Substitute Loans as of the date of substitution is
less than the aggregate principal balance of all such Deleted Loans (after
application of the principal portion of the Monthly Payments due in the month of
substitution that are to be distributed to the Payment Account in the month of
substitution). The Seller shall deposit the amount of such shortfall into the
Custodial Account on the day of substitution, without any reimbursement
therefor.
Upon receipt by the Indenture Trustee on behalf of the Issuer and
the Custodian of written notification, signed by a Servicing Officer, of the
deposit of such Repurchase Price or of such substitution of an Eligible
Substitute Loan (together with the complete related Mortgage File) and deposit
of any applicable Substitution Adjustment Amount as provided above, the
Custodian, on behalf of the Indenture Trustee, shall release to the Seller the
related Mortgage File for the Revolving Credit Loan being repurchased or
substituted for and the Indenture Trustee on behalf of the Issuer shall execute
and deliver such instruments of transfer or assignment prepared by the Master
Servicer, in each case without recourse, as shall be necessary to vest in the
Seller or its designee such Revolving Credit Loan released pursuant hereto and
thereafter such Revolving Credit Loan shall not be an asset of the Issuer.
It is understood and agreed that the obligation of the Seller to
cure any breach, or to repurchase or substitute for, any Revolving Credit Loan
as to which such a breach has occurred and is continuing, shall, except to the
extent provided in Section 6.1 of this Agreement, constitute the sole remedy
respecting such breach available to the Purchaser, the Issuer, the
Certificateholders (or the Owner Trustee on behalf of the Certificateholders)
and the Noteholders (or the Indenture Trustee on behalf of the Noteholders)
against the Seller.
It is understood and agreed that the representations and warranties
set forth in this Section 3.1 shall survive delivery of the respective Mortgage
Files to the Issuer, or the Custodian.
ARTICLE IV
<PAGE>
-15-
SELLER'S COVENANTS
Section 4.1. Covenants of the Seller. The Seller hereby covenants
that, except for the transfer hereunder, the Seller will not sell, pledge,
assign or transfer to any other Person, or grant, create, incur or assume any
Lien on any Revolving Credit Loan, or any interest therein, except with respect
to any Excluded Amount; the Seller will notify the Issuer, as assignee of the
Purchaser, of the existence of any Lien (other than as provided above) on any
Revolving Credit Loan immediately upon discovery thereof; and the Seller will
defend the right, title and interest of the Issuer, as assignee of the
Purchaser, in, to and under the Revolving Credit Loans against all claims of
third parties claiming through or under the Seller; provided, however, that
nothing in this Section 4.1 shall be deemed to apply to any Liens for municipal
or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if the Seller
shall currently be contesting the validity thereof in good faith by appropriate
proceedings.
ARTICLE V
SERVICING
Section 5.1. Servicing. The Seller will service the Revolving Credit
Loans pursuant to the terms and conditions of the Servicing Agreement and will
service the Revolving Credit Loans directly or through one or more sub-servicers
in accordance therewith.
ARTICLE VI
INDEMNIFICATION BY THE SELLER
WITH RESPECT TO THE REVOLVING CREDIT LOANS
Section 6.1. Indemnification With Respect to the Revolving Credit
Loans. The Seller shall indemnify and hold harmless the Purchaser from and
against any loss, liability or expense arising from the breach by the Seller of
its representations and warranties in Section 3.1 of this Agreement which
materially and adversely affects the Purchaser's interest in any Revolving
Credit Loan or from the failure by the Seller to perform its obligations under
this Agreement in any material respect, provided that the Seller shall have no
obligation to indemnify the Purchaser in respect of any loss, liability or
expense that arises as a result of the Purchaser's willful malfeasance, bad
faith or negligence or as a result of the breach by the Purchaser of its
obligations hereunder.
<PAGE>
-16-
Section 6.2. Limitation on Liability of the Seller. None of the
directors, officers, employees or agents of the Seller shall be under any
liability to the Purchaser, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as
consideration for, the execution of this Agreement. Except as and to the extent
expressly provided in the Servicing Agreement, the Seller shall not be under any
liability to the Owner Trust, the Owner Trustee, the Indenture Trustee or the
Securityholders. The Seller and any director, officer, employee or agent of the
Seller may rely in good faith on any document of any kind prima facie properly
executed and submitted by any Person respecting any matters arising hereunder.
ARTICLE VII
TERMINATION
Section 7.1. Termination. The respective obligations and
responsibilities of the Seller and the Purchaser created hereby shall terminate,
except for the Seller's indemnity obligations as provided herein, upon the
termination of the Owner Trust pursuant to the terms of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Amendment. This Agreement may be amended from time to
time by the Seller and the Purchaser by written agreement signed by the Seller
and the Purchaser, with the consent of the Credit Enhancer (which consent shall
not be unreasonably withheld).
Section 8.2. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.
<PAGE>
-17-
Section 8.3. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, postage prepaid, addressed
as follows:
(i) if to the Seller:
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
Attention: Home Equity Loan Trust 1998-HS3
or, such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.
(ii) if to the Purchaser:
Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 700
Minneapolis, Minnesota 55437
Attention: Home Equity Loan Trust 1998-HS3
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
Section 8.4. Severability of Provisions. If any one or more of the
covenants, agreements, provisions of terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity of
enforceability of the other provisions of this Agreement.
Section 8.5. Relationship of Parties. Nothing herein contained shall
be deemed or construed to create a partnership or joint venture between the
parties hereto, and the services of the Seller shall be rendered as an
independent contractor and not as agent for the Purchaser.
Section 8.6. Counterparts. This Agreement may be executed in one or
more counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.
<PAGE>
-18-
Section 8.7. Further Agreements. The Purchaser and the Seller each
agree to execute and deliver to the other such additional documents, instruments
or agreements as may be necessary or appropriate to effectuate the purposes of
this Agreement.
Section 8.8. Intention of the Parties. It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, the
Revolving Credit Loans, rather than a loan by the Purchaser to the Seller
secured by the Revolving Credit Loans. Accordingly, the parties hereto each
intend to treat the transaction for Federal income tax purposes as a sale by the
Seller, and a purchase by the Purchaser, of the Revolving Credit Loans. The
Purchaser will have the right to review the Revolving Credit Loans and the
Related Documents to determine the characteristics of the Revolving Credit Loans
which will affect the Federal income tax consequences of owning the Revolving
Credit Loans and the Seller will cooperate with all reasonable requests made by
the Purchaser in the course of such review.
Section 8.9. Successors and Assigns; Assignment of This Agreement.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, Purchaser and their respective successors and assigns. The obligations
of the Seller under this Agreement cannot be assigned or delegated to a third
party without the consent of the Credit Enhancer and the Purchaser, which
consent shall be at the Credit Enhancer's and the Purchaser's sole discretion,
except that the Purchaser and the Credit Enhancer acknowledge and agree that the
Seller may assign its obligations hereunder to any Affiliate of the Seller, to
any Person succeeding to the business of the Seller, to any Person into which
the Seller is merged and to any Person resulting from any merger, conversion or
consolidation to which the Seller is a party. The parties hereto acknowledge
that the Purchaser is acquiring the Revolving Credit Loans for the purpose of
contributing them to the Issuer. Pursuant to the terms of the Trust Agreement,
the Issuer will issue and transfer to or at the direction of the Purchaser, the
Certificates and pursuant to the terms of the Indenture, the Issuer will issue
and transfer to or at the direction of the Purchaser, the Notes secured by the
Revolving Credit Loans. As an inducement to the Purchaser to purchase the
Revolving Credit Loans, the Seller acknowledges and consents to (i) the
assignment by the Purchaser to the Issuer of all of the Purchaser's rights
against the Seller pursuant to this Agreement insofar as such rights relate to
Revolving Credit Loans transferred to the Issuer and to the enforcement or
exercise of any right or remedy against the Seller pursuant to this Agreement by
the Issuer, (ii) the enforcement or exercise of any right or remedy against the
Seller pursuant to this Agreement by or on behalf of the Issuer and (iii) the
Issuer's pledge of its interest in this Agreement to the Indenture Trustee and
the enforcement by the Indenture Trustee of any such right or remedy against the
Seller following an Event of Default under the Indenture. Such enforcement of a
right or remedy by the Issuer or the Indenture Trustee, as applicable, shall
have the same force and effect as if the right or remedy had been enforced or
exercised by the Purchaser directly.
<PAGE>
-19-
Section 8.10. Survival. The representations and warranties made herein by
the Seller and the provisions of Article VI hereof shall survive the purchase of
the Revolving Credit Loans hereunder.
<PAGE>
-20-
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed to this Revolving Credit Loan Purchase Agreement by their
respective officers thereunto duly authorized as of the day and year first above
written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES II, INC.
as Purchaser
By:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
as Seller
By:
Name: Timothy A. Kruse
Title: Director
<PAGE>
Exhibit 1
REVOLVING CREDIT LOAN SCHEDULE
<TABLE>
<CAPTION>
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
<S> <C> <C> <C> <C> <C> <C> <C>
2509425 Boquin CA 181 14 $15,000.00 8/17/96 $79,219.00
0642173 5766 Yarborough Drive 02 156 1 $115,000.00 42
Riverside 92505 6 82 $14,410.17 2 646
11.75 9/15/11
2593327 Hoffman MD 181 14 $18,350.00 9/3/97 2.25 $146,800.00
8209025 102 Fox Horn Way 02 169 1 $183,500.00 24 36
Glen Burnie 21061 7 10.375 90 $18,263.98 10/1/12 2 694
2598569 Dabbs MD 181 16 $17,000.00 10/22/97 $58,500.00
8209041 3908 Grantley Road 02 170 1 $75,000.00 46
Baltimore 21215 6 12.75 101 $16,667.56 11/1/12 2 683
2604673 Friesen OR 121 14 $15,000.00 11/7/97 $102,300.00
8201212 737 Azalia Avenue 02 111 1 $127,900.00 43
Dallas 97338 5 10.75 92 $14,320.45 12/1/07 2 747
2605515 Fanelli CA 181 14 $100,000.00 11/3/97 $649,975.00
8238990 2746 Ormsby Way 02 171 1 $844,545.00 41
Vista 92084 6 10.725 89 $97,895.10 12/1/12 2 670
2607760 Alexander GA 181 14 $46,500.00 9/30/97 $248,000.00
8215592 1020 Edgewood Avenue 01 169 1 $310,000.00 22
Atlanta 30307 7 95 $46,295.51 10/1/12 2 676
11.25
2613712 Childers AL 181 14 $37,500.00 1/23/98 $140,850.00
02
8481939 103 Anita Drive 173 1 $187,800.00 44
Madison 35757 6 10.875 95 $36,899.74 2/1/13 2 704
2613875 McLean CA 181 14 $20,250.00 11/4/97 $108,000.00
8235327 3619 Village Road 01 171 1 $136,000.00 40
Concord 94519 7 11.5 95 $20,189.51 12/1/12 2 741
2617206 Singer NY 181 14 $17,000.00 1/23/98 $306,000.00
8288128 17 Woodfield Road 01 173 1 $350,000.00 50
Katonah 10536 7 12.87 93 $16,971.05 2/1/13 2 642
2619684 Harman KS 121 14 $20,000.00 3/16/98 $98,500.00
8522021 1116 Sturbridge Circle 01 115 1 $130,000.00 30
Lawrence 66049 5 10.22 92 $19,509.68 4/1/08 2 715
2621267 Warren, Sr. CA 181 09 $100,000.00 2/3/98 $489,967.00
8423386 20 Mackenzie Lane 02 174 1 $614,000.00 41
Coto De Caza 92679 6 11.5 97 $98,710.29 3/1/13 2 692
2621539 Coleman CA 181 14 $40,000.00 2/26/98 $240,000.00
135 North Ramona Drive 01 174 1 $300,000.00 31
8473779
Fullerton 92833 6 12.625 94 $39,614.80 3/1/13 2 714
2624346 Albanese GA 181 09 $30,000.00 3/24/98 $141,169.00
8443566 610 Dahlia Way 02 175 1 $192,000.00 29
90
Acworth 30102 6 10.625 $29,586.64 4/1/13 2 686
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2625788 Faryniarz CT 191 14 $118,750.00 2/12/97 $500,000.00
8484164 16 Crescent Road 01 172 1 $687,500.00 31
Riverside 06878 7 90 $118,243.99 2 706
9.25 1/1/13
2625955 Wellsfry OR 181 14 $24,000.00 2/13/98 $120,000.00
8518508 6520 SouthWest Peach Lane 01 174 1 $160,000.00 45
Beaverton 97008 6 9.25 90 $23,620.69 3/1/13 2 662
2628400 Sherman NY 181 14 $95,000.00 7/1/98 $1,425,000.0
8520827 35 Davids Court 01 179 1 $1,900,000.00 21
Sagaponack 11962 7 11.5 80 $95,000.00 8/1/13 2 649
2628536 Peterson MN 181 14 $13,200.00 3/25/98 $83,000.00
8364705 604 20th Street North 01 175 1 $95,500.00 41
Moorhead 56560 6 13.25 101 $13,080.18 4/1/13 2 672
2628975 Fromm VA 181 14 $30,000.00 3/27/98 $198,000.00
8421349 8310 Mary Jane Drive 02 175 1 $275,000.00 46
Manassa 20112 6 11.75 83 $29,686.48 4/1/13 2 695
2629064 Kowall CA 181 14 $56,250.00 4/7/98 $300,000.00
8483042 9555 Sausalito Road 01 176 1 $375,000.00 16
Atascadero 93422 6 95 $55,567.78 5/1/13 2 683
10.125
2629080 Guild CA 181 14 $31,500.00 3/19/98 $227,150.00
01
8369340 7026 Via Ramada 175 1 $315,000.00 22
San Jose 95139 6 9.95 83 $31,109.88 4/1/13 2 717
2629308 Williams OR 180 14 $22,850.00 8/3/98 $86,229.00
8522484 2408 East M Avenue 02 179 1 $125,000.00 34
Lagrande 97850 6 10 88 $22,794.87 8/7/13 2 729
2629608 Pizon CA 181 04 $27,400.00 4/13/98 $146,400.00
8492928 745 Shelter Creek Lane 01 176 1 $183,000.00 39
San Bruno 94066 7 10.45 95 $27,116.03 5/1/13 2 758
2629798 Bratset CA 181 14 $39,000.00 3/25/98 $208,000.00
8474223 56 Sota Place 01 175 1 $260,000.00 32
San Ramon 94583 7 10.95 95 $38,928.45 4/1/13 2 712
2630145 Jeffery CA 181 14 $54,500.00 3/12/98 $436,000.00
8452641 16 Blue Oak Court 01 175 1 $545,000.00 14
Novato 94949 6 9.75 90 $53,816.25 4/1/13 2 725
2630166 Leguidleguid CA 181 14 $42,750.00 3/20/98 $228,000.00
4548 Oakdale Street 02 175 1 $285,000.00 43
8410730
Union City 94587 7 11.75 95 $42,413.64 4/1/13 2 684
2630277 Cartier CA 181 14 $25,000.00 2/23/98 $227,150.00
8401911 1455 Woodacre Trail 01 174 1 $330,000.00 39
77
Santa Rosa 95401 7 9.75 $24,669.63 3/1/13 2 742
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2630506 Powell UT 181 04 $24,500.00 4/1/98 $135,200.00
8463051 3104 East High Danish Road 02 176 1 $169,000.00 38
Sandy 84093 6 95 $24,298.07 2 676
11.85 5/1/13
2632367 Rucker CA 181 14 $48,450.00 4/7/98 $258,400.00
8500548 321 Calle Felicidad 01 176 1 $323,000.00 38
San Clememte 92672 7 9.75 95 $48,358.44 5/1/13 2 689
2632431 Greene WA 181 14 $38,000.00 4/9/98 $74,502.00
8400400 6491 South Central Avenue 02 176 1 $129,500.00 39
Clinton 98236 7 10.5 87 $37,938.73 5/1/13 2 678
2632435 Losea CA 181 09 $47,600.00 4/9/98 $195,400.00
8526287 5900 Whalers Cove Court 01 176 1 $270,000.00 39
Elk Grove 95758 7 11.25 90 $47,534.77 5/1/13 2 681
2632437 Tamayo CA 181 14 $42,200.00 4/7/98 $245,800.00
8491763 396 Circulo Real 01 176 1 $320,000.00 33
Santa Rosa 95403 7 10.625 90 $42,113.51 5/1/13 2 706
2632943 Forbes CA 181 14 $13,200.00 4/8/98 $105,600.00
8388134 14960 Blackburn Road 01 176 1 $132,000.00 33
Riverside 92503 7 90 $13,091.08 5/1/13 2 714
14.4
2633292 Knox CO 181 RFC01 $14,600.00 4/22/98 $116,800.00
01
8467334 602 Barberry Drive 176 1 $146,000.00 38
Longmont 80503 7 9.65 90 $14,571.82 5/1/13 2 764
2633607 Deaton OR 120 14 $20,000.00 4/14/98 $116,250.00
8382392 4410 Pearl Street 02 115 1 $150,000.00 41
Eugene 97405 5 12.525 91 $19,657.21 4/21/08 2 667
2633815 Broyles CA 181 14 $36,000.00 4/20/98 $135,000.00
8388142 512 Muriel Lane 02 176 1 $190,000.00 40
Escondido 92025 7 10.875 90 $35,946.48 5/1/13 2 657
2633836 McBrayer MN 181 14 $23,000.00 4/16/98 $227,150.00
8482572 13760 Greenwood Trail 01 176 1 $325,000.00 46
Stillwater 55082 7 9.2 77 $22,763.70 5/1/13 2 744
2634079 Clark WA 181 14 $25,000.00 4/16/98 $153,683.00
8475824 6818 72nd St. NE 02 176 1 $179,000.00 28
Marysville 98270 7 8.9 100 $24,944.06 5/1/13 2 772
2634438 Herrmann GA 181 14 $13,500.00 4/16/98 $152,100.00
3937 Brintons Mill 02 176 1 $169,000.00 39
8482333
Marietta 30062 7 12.25 98 $13,485.16 5/1/13 2 687
2634695 Hernandez CA 181 14 $14,400.00 5/11/98 $89,448.00
8483505 1460 West Poplar Street 02 177 1 $110,000.00 39
95
Stockton 95203 6 11.95 $13,667.00 6/1/13 2 705
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2634754 Arnold AZ 181 14 $23,892.00 3/31/98 $98,658.00
0 4955 North Desert View 02 175 1 $129,000.00 32
Apache Junction 85220 6 95 $23,647.82 2 667
11.99 4/6/13
2634999 Stone OR 181 14 $18,900.00 4/21/98 $151,600.00
8473944 1595 Southwest 2nd Court 01 176 1 $189,500.00 36
Gresham 97080 6 9.7 90 $18,504.96 5/1/13 2 728
2635049 Bynum CA 181 14 $28,650.00 4/16/98 $225,000.00
8530206 4351 Faculty Avenue 01 176 1 $300,000.00 35
Long Beach 90808 6 10.125 85 $28,373.18 5/1/13 2 771
2635066 Lyons CA 181 14 $21,000.00 6/24/98 $172,000.00
8499220 1112 Peach Street 01 178 1 $215,000.00 45
Alameda 94501 6 10.425 90 $20,902.13 7/1/13 2 715
2635296 HERZOG CA 181 09 $10,000.00 4/23/98 $218,000.00
8372179 3581 Myrtle Street 01 176 1 $275,000.00 30
Irvine 92606 7 10.45 83 $9,983.72 5/1/13 2 756
2635300 Belmontez CA 181 14 $41,250.00 4/15/98 $206,250.00
8430183 654 Del Mar Avenue 01 176 1 $275,000.00 41
Chula Vista 91910 6 90 $40,851.43 5/1/13 2 724
10.125
2635529 Libby CA 122 14 $15,000.00 4/17/98 $158,617.00
02
8372013 22741 Cascade Drive 117 1 $184,000.00 41
Canyon Lake 92587 5 13.25 95 $14,816.32 6/1/08 2 652
2635745 ROWAN CO 121 RFC01 $41,700.00 5/5/98 $138,760.88
8461717 55 Wright Court 02 117 1 $190,000.00 44
Jefferson 80228 5 10.75 95 $41,109.81 6/1/08 2 711
2636124 Taylor VA 181 14 $20,550.00 4/27/98 $147,000.00
8386575 9 Woodlawn Terrace 01 176 1 $187,000.00 37
Fredericksburg 22405 7 10.7 90 $20,388.51 5/1/13 2 649
2636148 Teske CA 181 14 $38,700.00 4/22/98 $206,400.00
8498081 17877 Bay Street 01 176 1 $258,000.00 27
Fountain Valley 92708 6 10.375 95 $37,418.38 5/1/13 2 755
2636496 Braynin CA 181 14 $60,000.00 4/17/98 $517,800.00
8388662 5875 Scenic Meadow Lane 01 176 1 $647,500.00 48
San Jose 95135 7 10 90 $59,892.47 5/1/13 2 717
2636524 Harper CA 182 14 $50,000.00 4/28/98 $320,000.00
8870 St. Helena Road 01 177 1 $475,000.00 47
8373227
Santa Rosa 95404 7 11.47 78 $49,951.29 6/1/13 2 680
2636641 Hook CA 181 14 $34,700.00 3/11/98 $277,600.00
8464307 6 Banbridge Place 01 175 1 $347,000.00 29
90
Pleasant Hill 94523 6 9.75 $34,264.67 4/1/13 2 782
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2636845 Gardner CA 181 14 $15,600.00 3/10/98 $125,200.00
8469884 75 Minot Avenue 01 175 1 $156,500.00 36
Chula Vista 91910 6 90 $15,412.09 2 705
10.2 4/1/13
2636954 Merritt CA 181 14 $22,350.00 4/16/98 $119,200.00
8373938 1220 Sutter Lane 01 176 1 $149,000.00 20
San Marcos 92069 6 10.65 95 $21,235.68 5/1/13 2 698
2637205 Mytinger OR 181 14 $68,500.00 5/12/98 $205,500.00
8459133 1695 Ross Lane 02 177 1 $274,000.00 46
Medford 97501 7 11.25 100 $68,429.98 6/1/13 2 685
2637314 Coughlin WA 181 14 $32,600.00 4/24/98 $130,400.00
8452187 26801 NorthEast Anderson 02 176 1 $163,000.00 33
Duvall 98019 7 11.775 100 $31,899.56 5/1/13 2 766
2637662 Chiostri MD 181 14 $45,300.00 4/30/98 $241,650.00
8498347 6361 Soft Thunder Trail 01 176 1 $307,000.00 44
Columbia 21045 7 9.5 94 $45,209.79 5/1/13 2 731
2637686 Mahoney Jr VA 181 09 $49,500.00 5/28/98 $263,565.94
8501215 47108 Kentwell Place 01 177 1 $330,400.00 36
Sterling 20165 6 95 $49,254.62 6/1/13 2 775
9.75
2638030 Yamane CA 181 14 $35,000.00 5/1/98 $204,000.00
02
8395949 17332 Wild Rose Lane 177 1 $241,000.00 32
Huntington Beach 92649 6 11.82 100 $34,373.10 6/1/13 2 703
2638121 Fregosi CA 181 14 $23,000.00 4/1/98 $227,150.00
8367351 831 Washington Avenue 02 176 1 $310,000.00 33
Sunnyvale 94086 6 11.2 81 $22,798.63 5/1/13 2 653
2638656 Moore GA 181 14 $45,000.00 4/27/98 $111,000.00
8467581 4989 Willow Creek Drive 02 176 1 $160,000.00 25
Woodstock 30188 6 10.95 98 $44,596.79 5/1/13 2 680
2638712 Maier OR 180 14 $26,100.00 12/5/97 $130,500.00
8482275 6214 NorthEast Alameda 01 171 1 $174,000.00 38
Portland 97213 6 10.75 90 $25,551.84 12/12/12 2 684
2638788 Supnet HI 181 14 $42,900.00 5/5/98 $147,000.00
8413536 927 Uakanikoo Street 02 177 1 $211,000.00 43
Wahiawa 96786 7 9.7 90 $42,838.80 6/1/13 2 745
2639429 Hardouin MD 181 09 $23,050.00 3/6/98 $184,600.00
2235 Community Drive 01 175 1 $230,780.00 43
8478901
Waldorf 20602 7 9.9 90 $22,997.04 4/1/13 2 737
2639606 Duvall MD 181 14 $53,250.00 3/26/98 $124,250.00
8477127 1120 Wanda Lane 01 175 1 $177,500.00 40
100
Mechanicsville 20659 7 10.87 $53,150.55 4/1/13 2 687
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2640158 Benard MD 181 14 $32,250.00 3/31/98 $258,350.00
8467565 6070 Avalon Drive 01 175 1 $322,942.50 19
Elkridge 21075 7 90 $32,167.15 2 721
9.37 4/1/13
2640188 Danna OR 181 14 $40,700.00 4/15/98 $222,999.00
8433708 14609 SouthEast Megan Way 02 176 1 $293,000.00 49
Clackamas 97015 6 10.05 90 $40,304.07 5/1/13 2 713
2640234 Pember CT 61 14 $35,000.00 4/27/98 $162,000.00
8369241 115 Wepawaug DR 02 56 1 $215,000.00 39
Milford 06460 4 12.975 92 $33,302.83 5/1/03 2 644
2640264 Griffin CA 181 14 $37,000.00 12/18/97 $109,000.00
8376139 13812 Barney Circle 01 172 1 $163,000.00 43
Garden Grove 92843 6 11.375 90 $36,350.25 1/1/13 2 678
2640283 Sanchez CA 181 14 $27,400.00 5/6/98 $219,900.00
8395154 8435 Jennet Street 01 177 1 $274,900.00 45
Rancho Cucamonga 91701 7 10.325 90 $27,365.79 6/1/13 2 697
2640556 Nguyen CA 181 14 $43,000.00 5/5/98 $344,000.00
8535007 2326 Shade Tree Lane 01 177 1 $430,000.00 44
San Jose 95131 7 90 $42,952.28 6/1/13 2 653
10.875
2640557 Leal CA 181 14 $50,000.00 4/14/98 $250,000.00
01
8480808 10709 Culbertson Drive 176 1 $340,000.00 45
Cupertino 95014 6 10 89 $49,511.38 5/1/13 2 665
2640566 Brennan CA 181 14 $38,600.00 4/17/98 $309,500.00
8436842 2230 Central Park Drive 01 176 1 $386,923.00 37
Sanjose 95124 6 9.75 90 $38,011.70 5/1/13 2 742
2640607 Neuvirth CA 181 14 $30,850.00 5/5/98 $246,800.00
8519035 2190 North Altadena Drive 01 177 1 $308,500.00 37
Pasadena 91107 6 11.1 90 $30,646.47 6/1/13 2 662
2641248 Walker CA 181 RFC01 $17,950.00 3/20/98 $143,600.00
8439499 4378 Golf Drive 01 175 1 $179,500.00 35
Livermore 94550 6 9.375 90 $17,717.11 4/1/13 2 776
2641364 Goldhirsch AZ 181 09 $27,500.00 5/12/98 $146,250.00
8527210 297 South Cobblestone 01 177 1 $195,000.00 23
Gilbert 85296 6 9.125 90 $27,194.28 6/1/13 2 792
2641556 Sahley CA 181 14 $29,100.00 4/30/98 $232,800.00
3745 East Ashwood Avenue 01 176 1 $291,000.00 30
8374258
Los Angeles 90241 7 10.875 90 $29,056.77 5/1/13 2 735
2641570 Neilsen CA 181 14 $27,000.00 4/26/98 $227,150.00
8489676 1725 Van Buren Street 01 176 1 $320,000.00 46
80
San Mateo 94403 7 9.625 $26,734.42 5/1/13 2 707
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2641573 Tittle CA 181 14 $10,000.00 4/10/98 $169,900.00
8388670 832 Rose Avenue 01 176 1 $204,000.00 46
Los Angeles 90291 6 89 $7,963.75 2 710
9.875 5/1/13
2641613 Montana CA 181 09 $40,500.00 4/23/98 $202,500.00
8444499 200 Ellsworth Street 01 176 1 $270,000.00 42
San Francisco 94110 6 11.875 90 $40,081.61 5/1/13 2 662
2641695 Kato HI 181 09 $111,800.00 5/16/98 $102,592.00
8462772 94-1059 Kaaholo Street 02 177 1 $268,000.00 44
Waipahu 96797 6 9.15 80 $110,862.73 6/1/13 2 737
2641704 Ek CA 181 14 $66,150.00 4/23/98 $352,800.00
8374514 924 South Dodson Avenue 01 176 1 $441,000.00 25
Los Angeles 90732 7 10.25 95 $66,037.61 5/1/13 2 706
2641927 Karwoski PA 181 14 $31,650.00 3/26/98 $190,800.00
8463937 1492 Link DR 02 175 1 $238,500.00 39
Bethel Township 19061 6 10.95 94 $31,366.41 4/1/13 2 696
2642089 Rotolo CA 181 14 $15,200.00 7/7/98 $267,200.00
8526238 5731 Lathrop Drive 01 179 1 $334,000.00 38
San Jose 95123 6 85 $15,156.44 8/1/13 2 701
9.25
2642221 BROWN CA 181 14 $35,000.00 7/24/98 $200,000.00
02
8521841 6020 East Wardlow Road 179 1 $260,000.00 44
Long Beach 90808 6 11.875 91 $34,929.10 8/1/13 2 692
2642292 Jensen CA 181 14 $47,500.00 4/2/98 $173,000.00
8453599 803 Chert Place 01 176 1 $245,000.00 44
Clayton 94517 6 9.875 90 $47,030.51 5/1/13 2 743
2642477 Nubbe AL 181 14 $17,800.00 4/30/98 $94,954.81
8477192 706 Desoto Road 01 176 1 $118,900.00 41
Huntsville 35801 6 8.5 95 $17,600.56 5/1/13 2 732
2642480 Bodenheimer CA 181 14 $38,500.00 5/13/98 $227,000.00
8486219 1783 Wyrick Avenue 01 177 1 $295,000.00 33
San Jose 95124 7 10.4 90 $38,468.60 6/1/13 2 765
2642774 Barron CA 181 09 $31,400.00 5/20/98 $251,950.00
8459737 1368 Coppa Court 01 177 1 $314,972.00 35
San Leandro 94578 7 10.7 90 $31,376.00 6/1/13 2 706
2642822 Littlefield CA 181 14 $19,000.00 4/28/98 $116,250.00
390 Golden Gate Drive 01 176 1 $156,500.00 33
8425654
Carlotta 95528 6 11.25 87 $18,834.40 5/1/13 2 663
2642824 Cabebe CA 181 14 $10,000.00 4/27/98 $357,200.00
8542003 2160 Commdore Drive 01 176 1 $446,500.00 33
83
San Jose 95133 6 9.75 $9,900.03 5/1/13 2 747
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2643170 Reddell CA 181 14 $36,000.00 5/15/98 $142,988.00
8534075 2025 Olive Avenue 01 177 1 $179,000.00 41
San Jose 95128 7 100 $35,763.22 2 713
11.5 6/1/13
2643175 Strangis CA 181 14 $55,100.00 5/5/98 $294,000.00
8458077 6381 Blackberry Court 01 177 1 $367,502.00 41
Gilroy 95020 7 9 95 $55,009.02 6/1/13 2 675
2643275 Lapinel VA 181 09 $60,750.00 4/24/98 $324,000.00
8475873 114 Sea Breeze Lane 01 176 1 $405,000.00 43
Suffolk 23435 7 10.47 95 $60,651.49 5/1/13 2 742
2643340 Cridebring CA 181 14 $19,500.00 5/19/98 $156,000.00
8477036 130 Cynthia Drive 01 177 1 $195,000.00 45
Pleasant Hill 94523 6 9.625 90 $19,352.75 6/1/13 2 754
2643342 Dunn, Jr MA 181 14 $45,000.00 5/27/98 $112,034.00
8528150 35 Louis Road 02 177 1 $176,000.00 30
Attleboro 02703 6 9.625 90 $44,660.21 6/1/13 2 762
2643385 Greco VA 181 14 $81,750.00 5/29/98 $436,000.00
8421547 1524 Nightshade Court 01 177 1 $545,000.00 33
Vienna 22182 7 95 $81,664.10 6/1/13 2 700
11.125
2643425 Stalcup CA 181 09 $52,800.00 5/4/98 $227,150.00
01
8383242 207 Maui CT 177 1 $356,000.00 51
San Ramon 94583 7 10.325 79 $5,108.00 6/1/13 2 779
2643446 Gadoury FL 181 09 $34,500.00 5/8/98 $235,000.00
8389512 17596 Deer Isle CIR 02 177 1 $317,500.00 40
Winter Garden 34787 6 9.875 85 $34,245.33 6/1/13 2 654
2643502 Gupta CA 181 14 $23,600.00 6/2/98 $198,750.00
8487704 671 Stanford Avenue 01 178 1 $265,000.00 45
Redwood City 94063 7 11.375 84 $23,382.51 7/1/13 2 656
2644072 Altolaguirre GA 181 14 $25,000.00 5/20/98 $215,000.00
8471005 4341 Lake Forrest Court 02 177 1 $300,000.00 20
Atlanta 30342 7 9.5 80 $24,782.53 6/1/13 2 734
2644468 Snell VA 181 14 $61,700.00 5/29/98 $329,200.00
8470510 1653 Spring House Trail 01 177 1 $411,500.00 38
Virginia Beach 23455 7 11 95 $61,633.38 6/1/13 2 706
2644471 Clark NJ 181 14 $27,300.00 5/22/98 $219,100.00
105 North Spruce Street 01 177 1 $273,900.00 36
8463416
Ramsey 07446 6 9.5 90 $27,020.92 6/1/13 2 791
2644620 Woessner CA 181 14 $31,000.00 5/8/98 $124,000.00
8464158 2828 Canterbury CIR 01 177 1 $155,000.00 35
100
El Dorado Hills 95762 6 12.375 $30,818.53 6/1/13 2 680
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2644636 Brakenhoff NM 181 14 $29,800.00 5/8/98 $109,689.00
8389157 8120 Westover Pl Nw 02 177 1 $155,000.00 39
Albuquerque 87120 6 90 $29,587.39 2 708
10.25 6/1/13
2644681 Wilson CA 181 14 $45,750.00 5/26/98 $106,750.00
8526337 868 South Lucerne 01 177 1 $152,500.00 36
Los Angeles 90005 6 10.75 100 $45,438.26 6/1/13 2 750
2644687 Cherry VA 181 09 $40,000.00 5/21/98 $200,400.00
8525214 6225 Point Court 01 177 1 $271,000.00 40
Centreville 22020 7 9 89 $39,956.14 6/1/13 2 770
2644850 Crain NH 181 04 $21,500.00 5/22/98 $172,000.00
8496341 116 Hawthorne Village Road 01 177 1 $215,000.00 22
Nashua 03062 6 8.9 90 $21,442.67 6/1/13 2 754
2644947 Sisson VA 181 09 $27,000.00 4/24/98 $216,000.00
8389371 11608 Springhouse Place 02 176 1 $270,000.00 37
Reston 22094 7 8.75 90 $26,937.18 5/1/13 2 664
2644982 Terchek MD 181 14 $27,900.00 5/13/98 $237,150.00
8464315 9001 Montgomery Avenue 01 177 1 $279,000.00 34
Chevy Chase 20815 7 95 $27,681.75 6/1/13 2 777
9.85
2645008 Hamilton CA 181 14 $37,200.00 5/21/98 $198,800.00
01
8453292 2229 East Chesterton 177 1 $248,500.00 44
Simi Valley 93065 7 10.95 95 $37,159.40 6/1/13 2 690
2645039 Abbott CT 181 14 $29,000.00 7/20/98 $493,000.00
8518458 39 Dabney Road 01 179 1 $580,000.00 43
New Canaan 06840 7 11.02 90 $28,989.71 8/1/13 2 744
2645040 Zimmerman GA 181 09 $58,750.00 5/22/98 $176,250.00
8491912 2160 Fairfax Drive 02 177 1 $235,000.00 30
Alpharetta 30201 7 11.45 100 $58,692.49 6/1/13 2 693
2645052 Swan CA 121 09 $72,000.00 5/21/98 $384,800.00
8455172 5959 Woodland View Drive 01 117 1 $481,000.00 44
Woodland Hills 91367 5 10.325 95 $70,955.90 6/1/08 2 689
2645193 McGough PA 180 14 $23,340.00 5/22/98 $186,500.00
8463945 545 McCarthy Drive 01 176 1 $233,400.00 37
Doylestown 18925 6 10.6 90 $23,178.74 5/22/13 2 717
2645273 Hizeman CA 181 14 $26,900.00 5/13/98 $215,900.00
9871 Silver Strand Drive 01 177 1 $269,900.00 29
8410367
Huntington Beach 92646 6 10.25 90 $26,607.23 6/1/13 2 685
2645560 Lee NV 181 09 $26,950.00 6/10/98 $227,150.00
8473993 76 Teton Pines Drive 01 178 1 $328,397.00 35
78
Henderson 89014 6 10 $26,819.40 7/1/13 2 741
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2646316 Finkle VA 181 RFC01 $27,000.00 4/29/98 $144,000.00
8448458 12517 North Lake Court 01 176 1 $180,000.00 28
Fairfax 22033 7 95 $26,947.62 2 733
9.625 5/1/13
2646417 Batholdy CA 181 09 $10,000.00 4/10/98 $122,800.00
8402992 103 Furber Lane 01 176 1 $156,000.00 32
Cloverdale 95425 6 9.85 86 $9,900.96 5/1/13 2 728
2646500 Nicol CA 181 14 $23,700.00 4/27/98 $190,000.00
8394355 1128 Hyland Drive 01 176 1 $239,000.00 40
Santa Rosa 95404 6 9.85 90 $23,457.98 5/1/13 2 769
2646501 Shultis MD 181 14 $18,100.00 3/20/98 $136,000.00
8395410 2912 Blueridge Avenue 02 175 1 $170,000.00 23
Wheaton 20902 7 10.45 91 $18,062.22 4/1/13 2 768
2646708 Casella CA 181 14 $70,000.00 4/28/98 $227,000.00
8477796 437 East Bay Street 02 176 1 $370,000.00 35
Costa Mesa 92627 7 11.625 81 $69,911.68 5/1/13 2 693
2646796 Ball CA 180 09 $65,000.00 4/3/98 $257,000.00
8431017 540 South Londerry Lane 02 175 1 $334,000.00 36
Anaheim 92807 7 97 $64,916.02 4/8/13 2 684
12.55
2646814 Keenan CA 181 14 $240,000.00 2/23/98 $372,000.00
01
8417354 15946 Linda Avenue 174 1 $775,000.00 42
Los Gatos 95032 7 10.5 79 $237,997.78 3/1/13 2 682
2646861 Benson CA 181 14 $50,000.00 5/11/98 $200,000.00
8460362 15672 Elko CT 01 177 1 $252,500.00 45
San Leandro 94579 7 11.5 100 $49,951.59 6/1/13 2 689
2646943 Zamora CA 181 14 $50,000.00 5/29/98 $169,338.00
8455180 5518 West 138th Street 02 177 1 $235,000.00 43
Hawthorne 90250 6 12.5 94 $49,710.71 6/1/13 2 644
2647369 Hurt CA 181 14 $50,000.00 6/22/98 $158,017.00
8480550 5153 Sam Simeon Drive 02 178 1 $310,000.00 50
Santa Barbara 93111 7 11.77 68 $49,810.94 7/1/13 2 650
2647377 Macapinlac CA 181 14 $10,000.00 4/27/98 $260,000.00
8521098 35150 Arbordale Court 01 176 1 $325,000.00 21
Fremont 94536 7 10.25 84 $9,983.01 5/1/13 2 720
2647390 Saar MI 180 14 $35,000.00 6/5/98 $74,991.00
1600 East Camden Road 02 177 1 $125,000.00 40
8479917
Camden 49232 6 9.97 88 $34,743.31 6/10/13 2 676
2647435 Summers CA 181 14 $50,000.00 5/29/98 $150,000.00
8457665 36188 Douglas Road 02 177 1 $330,000.00 50
61
Coarsegold 93614 7 11 $49,946.02 6/1/13 2 689
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2647436 Roisum WA 181 14 $23,100.00 6/8/98 $151,375.00
8474173 8212 48th Street Court 02 178 1 $194,000.00 44
University Place 98467 7 90 $23,078.12 2 726
9.7 7/1/13
2647470 Prabhavalkar CA 181 14 $30,500.00 4/14/98 $244,000.00
8436719 35754 Gissing Place 01 176 1 $305,000.00 38
Fremont 94536 6 10 90 $30,201.92 5/1/13 2 732
2647562 Smith CA 181 14 $25,000.00 6/3/98 $227,150.00
8500787 138 East Rincon Avenue 01 178 1 $287,500.00 43
Campbell 95008 7 9.825 88 $24,976.94 7/1/13 2 758
2647598 Kaplan CA 182 16 $21,150.00 5/28/98 $112,800.00
8492241 1200 Capitola Road 01 178 1 $141,000.00 35
Santa Cruz 95062 7 12.35 95 $21,138.74 7/1/13 2 665
2647616 Wolf CA 181 09 $39,450.00 5/20/98 $211,050.00
8480865 313 North Adella Lane 01 177 1 $263,865.00 40
Placentia 92870 6 9.25 95 $39,141.86 6/1/13 2 750
2647620 McMillan AZ 181 09 $120,000.00 5/28/98 $650,000.00
8535031 8700 North 64th Place 01 177 1 $980,000.00 39
Paradise Valley 85253 7 79 $114,020.91 6/1/13 2 697
9.875
2647725 Headlund CA 181 14 $78,000.00 3/10/98 $182,000.00
01
8464190 17792 Christie Drive 175 1 $260,000.00 45
Yorba Linda 92886 6 11.8 100 $77,188.61 4/1/13 2 719
2647726 Ceballos CA 181 14 $15,000.00 5/11/98 $80,000.00
8453631 327 W Holly ST 02 177 1 $105,000.00 41
Rialto 92376 6 10.25 91 $14,873.30 6/1/13 2 670
2647794 Herms NJ 181 14 $49,350.00 7/16/98 $263,000.00
8491615 221 Woodcliff Boulevard 01 179 1 $328,794.79 33
Morganville 07751 7 11.125 95 $49,332.88 8/1/13 2 732
2648014 Sarina CA 181 14 $62,200.00 5/6/98 $331,550.00
8402760 505 West Avenida De Los 01 177 1 $440,000.00 35
San Clemente 92672 7 11.3 90 $62,137.09 6/1/13 2 716
2648050 Peters CA 181 14 $14,000.00 4/21/98 $71,500.00
8405839 3866 Kappa Court 01 176 1 $90,000.00 47
Cottonwood 96022 6 10.85 95 $13,873.39 5/1/13 2 755
2648072 Monreal CA 181 14 $30,000.00 4/10/98 $217,000.00
3326 Whitman Way 01 176 1 $290,000.00 48
8405797
San Jose 95132 6 11.85 86 $29,752.73 5/1/13 2 673
2648083 Graham CA 181 09 $45,700.00 4/13/98 $244,000.00
8405805 139 Windsor Drive 01 176 1 $305,000.00 38
95
Petaluma 94952 6 10.35 $45,267.37 5/1/13 2 726
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2648087 Neill CA 181 15 $52,000.00 4/24/98 $416,000.00
8402885 1985 & 1987 Palmerston 01 176 1 $520,000.00 35
Los Angeles 90027 6 90 $51,640.72 2 715
10.6 5/1/13
2648119 Competiello NY 181 14 $90,700.00 5/22/98 $366,293.00
8488462 601 Ocean Terrace 02 177 1 $510,000.00 32
Staten Island 10301 6 11.75 90 $90,058.06 6/1/13 2 672
2648178 Clark WA 181 09 $22,300.00 5/8/98 $178,400.00
8461493 849 15th Court 02 177 1 $223,000.00 34
Mukilteo 98275 7 9.6 90 $22,267.52 6/1/13 2 762
2648185 Bias CA 181 14 $40,700.00 5/15/98 $162,800.00
8496911 2136 East Baseline Road 01 177 1 $203,500.00 28
Glendora 91740 6 9.75 100 $40,396.10 6/1/13 2 725
2648268 Fox MI 180 14 $15,000.00 6/5/98 $111,509.00
8482325 141 Cedar Street 02 177 1 $151,000.00 24
Ortonville 48462 6 11.82 84 $14,863.84 6/10/13 2 624
2648341 Sweet CO 181 09 $48,900.00 6/30/98 $260,700.00
8476780 4080 New Haven Court 01 178 1 $326,000.00 38
Boulder 80304 7 95 $48,854.18 7/1/13 2 727
9.75
2648349 Nordstrom NJ 180 14 $23,000.00 5/18/98 $105,958.00
02
8525867 632 Laurita Street 176 1 $150,000.00 49
Westfield 07036 7 13.125 86 $22,989.70 5/22/13 2 638
2648352 Waples PA 180 14 $15,000.00 6/24/98 $0.00
8494700 5109 Cedar Avenue 02 177 1 $35,000.00 14
Philadelphia 19143 6 8.82 43 $14,919.33 6/29/13 1 669
2648419 Davies DE 181 14 $31,200.00 5/27/98 $124,800.00
8408205 1908 Floral DR 01 177 1 $156,000.00 45
Wilmington 19810 6 11.75 100 $30,841.79 6/1/13 2 741
2648438 Carter CA 181 14 $12,000.00 6/2/98 $130,370.00
8470601 1210 Pembroke Way 02 178 1 $150,000.00 45
Dixon 95620 6 11 95 $11,946.98 7/1/13 2 723
2648537 Lueckert CA 181 14 $42,500.00 6/2/98 $127,500.00
8488009 8058 Glen Creek Way 02 178 1 $170,000.00 27
Citrus Heights 95610 7 10.875 100 $42,468.72 7/1/13 2 711
2648539 Treichler CA 181 09 $23,400.00 5/29/98 $187,200.00
25619 Wordsworth Lane 01 177 1 $234,000.00 36
8477390
Stevenson Ranch 91381 6 10.125 90 $23,173.87 6/1/13 2 723
2648628 Hayashibara CA 182 14 $23,000.00 4/30/98 $227,150.00
8409419 3761 Rosewood Avenue 01 177 1 $332,000.00 23
76
Los Angeles 90066 6 9.35 $22,821.98 6/1/13 2 762
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2648743 Lucey CT 180 14 $200,000.00 6/1/98 $1,000,000.0
8493264 7 Meadow Lane 01 177 1 $2,250,000.00 30
Greenwich 06830 7 54 $199,717.79 2 756
9.75 6/1/13
2648782 McQueen FL 181 14 $51,750.00 6/29/98 $276,000.00
8478844 930 40th Avenue North 01 178 1 $355,000.00 39
St. Petersburg 33703 7 11 93 $50,186.97 7/1/13 2 680
2648797 Zader OH 181 14 $19,600.00 4/30/98 $156,600.00
8411134 307 Blandford 01 176 1 $196,000.00 32
Worthington 43085 7 9.8 90 $19,535.34 5/1/13 2 728
2648846 Rosinski CA 181 09 $62,103.00 6/2/98 $331,200.00
8479891 722 North Pond Court 01 178 1 $414,025.00 44
Lafayette 94549 7 10.25 95 $62,050.68 7/1/13 2 747
2648866 Charron MO 181 09 $28,200.00 6/18/98 $225,600.00
8488751 16960 Heather Lane 01 178 1 $282,000.00 43
Belton 64012 7 10.27 90 $28,176.34 7/1/13 2 754
2648900 Kearney CA 181 09 $55,000.00 6/16/98 $293,700.00
8474462 951 Calle Verde 01 178 1 $367,500.00 27
Martinez 94553 7 95 $54,750.41 7/1/13 2 781
10.52
2649333 Downey CA 181 09 $35,200.00 5/29/98 $281,600.00
01
8501587 5109 East Greensboro Lane 177 1 $352,000.00 33
Anaheim 92807 7 10.125 90 $34,888.38 6/1/13 2 725
2649365 Bukhalo CO 181 15 $45,000.00 5/29/98 $168,750.00
8412835 6722 & 6724 Hampton Drive 01 177 1 $225,000.00 51
Colorado Springs 80918 7 10.5 95 $44,945.89 6/1/13 2 745
2649379 Galgani CA 181 RFC01 $41,200.00 5/26/98 $220,000.00
8452898 1331 Phelps AVE 01 177 1 $275,000.00 38
San Jose 95117 6 12.125 95 $40,953.03 6/1/13 2 678
2649532 Hume GA 181 14 $17,650.00 7/24/98 $94,300.00
8492167 1860 Skyline Drive 01 179 1 $117,900.00 41
Cumming 30041 7 10.75 95 $17,643.35 8/1/13 2 713
2649608 Pradhan CA 181 09 $29,450.00 6/4/98 $235,600.00
8484511 10316 La Hacienda Avenue 01 178 1 $295,000.00 35
Placentia 92870 6 9.75 90 $29,303.99 7/1/13 2 756
2649609 Combs CA 181 14 $27,400.00 6/4/98 $219,200.00
1306 North Myers Street 01 178 1 $274,000.00 43
8497752
Burbank 91506 7 10.5 90 $27,308.76 7/1/13 2 773
2649765 Kalasz FL 181 14 $10,000.00 4/23/98 $63,750.00
8464919 14 Almond Way 02 176 1 $85,000.00 40
87
Ocala 34472 6 9.85 $9,895.64 5/1/13 2 774
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2649821 Steininger PA 120 14 $15,000.00 6/15/98 $98,246.00
8471534 113 Mildred Lane 02 117 1 $125,000.00 41
Aston 19014 5 91 $14,876.55 2 626
13.02 6/19/08
2649858 Updegraff CA 181 14 $10,700.00 6/5/98 $173,281.00
8471591 4906 Moonshadow Court 02 178 1 $235,000.00 28
Rocklin 95677 6 8.85 79 $3,422.93 7/1/13 2 770
2649977 Stine MO 181 14 $10,000.00 7/2/98 $60,000.00
8530198 19116 East 30th Terrace 02 179 1 $75,000.00 31
Independence 64057 6 10.327 94 $9,976.59 8/1/13 2 721
2650140 Rapoza CA 181 14 $20,000.00 6/9/98 $168,750.00
8475030 291 Cecelio Way 02 178 1 $225,000.00 38
Tracy 95376 7 11.075 84 $19,833.33 7/1/13 2 712
2650161 Luzzo MA 181 09 $44,200.00 7/15/98 $354,000.00
8489742 14 Puritan Avenue 01 179 1 $442,595.00 38
North Andover 01845 7 10.2 90 $44,181.26 8/1/13 2 694
2650209 Hoganson CO 181 14 $27,900.00 4/30/98 $172,062.00
8486011 9128 S Roadrunner Dr. 02 176 1 $200,000.00 30
Littleton 80126 7 100 $27,681.63 5/1/13 2 687
13.5
2650254 Mitchell TX 181 09 $13,000.00 5/22/98 $69,500.00
01
8456824 4622 Trace Meadow 177 1 $86,900.00 23
Houston 77066 7 10.5 95 $12,867.09 6/1/13 2 782
2650300 Hertz CA 181 14 $13,000.00 4/28/98 $227,000.00
8416182 155 Teralba Court 01 176 1 $315,000.00 37
San Jose 95139 6 9.85 77 $12,862.46 5/1/13 2 636
2650302 Elsbree DC 181 14 $50,000.00 6/29/98 $268,800.00
8473605 4627 49th Street NorthWest 01 178 1 $340,000.00 33
Washington 20016 7 11.25 94 $49,851.70 7/1/13 2 746
2650313 Troxler CA 181 14 $40,000.00 6/4/98 $584,000.00
8480006 825 Las Palmas Drive 02 178 1 $840,000.00 41
Santa Barbara 93110 6 9.75 75 $39,801.70 7/1/13 2 733
2650484 Scheper NJ 181 14 $68,300.00 6/8/98 $235,000.00
8499626 1 Dryden Road 01 178 1 $337,000.00 31
Tewksbury 07979 7 10.02 90 $410.21 7/1/13 2 680
2650495 Aieta CO 181 14 $72,000.00 7/9/98 $600,000.00
2420 Ginny Way 01 179 1 $755,000.00 36
8494767
Lafayette 80026 7 8.99 90 $71,960.58 8/1/13 2 742
2650510 Kelly CA 181 14 $40,000.00 7/2/98 $121,413.00
8493652 6062 Santa Barbara Avenue 02 179 1 $260,000.00 33
63
Garden Grove 92845 6 9.75 $40,000.00 8/8/13 2 687
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2650554 Lamperski, Jr. CA 181 09 $45,300.00 5/20/98 $241,600.00
8464232 26107 San Remo Place 01 177 1 $302,000.00 31
Mission Viejo 92692 6 95 $44,976.83 2 777
10.25 6/1/13
2650567 Childress NC 181 14 $18,000.00 4/21/98 $79,180.00
8494338 26 Mayfair Drive 02 176 1 $123,300.00 35
Candler 28715 6 11.375 79 $17,657.94 5/1/13 2 655
2650589 Park CA 182 14 $48,000.00 6/30/98 $256,000.00
8494221 97 Cherry Blossom Drive 01 179 1 $320,000.00 40
San Jose 95123 7 11.25 95 $899.85 8/1/13 2 673
2650626 Sullivan CA 181 14 $27,900.00 6/11/98 $223,200.00
8484487 9510 Hatillo Avenue 01 178 1 $279,000.00 20
Chatsworth 91311 6 10.375 90 $27,769.38 7/1/13 2 705
2650629 Cole PA 180 14 $25,000.00 6/24/98
8494684 225 South Street 02 177 1 $31,000.00 29
Athens 18810 6 9.945 81 $24,939.38 6/29/13 1 661
2650638 Chastain GA 181 14 $18,500.00 3/31/98 $78,750.00
8471427 2070 Darby Road 02 175 1 $110,000.00 26
Waleska 30183 6 89 $18,290.37 4/1/13 2 704
10.875
2650640 Watson GA 181 14 $15,000.00 4/9/98 $91,000.00
02
8471419 35 Lister Place 176 1 $185,000.00 31
Hiram 30141 6 10.25 58 $14,856.68 5/1/13 2 730
2650641 Thomas GA 181 09 $25,000.00 4/13/98 $99,775.00
8530768 532 Lexington Court 02 176 1 $150,000.00 37
Lithia Springs 30122 6 11.625 84 $24,789.57 5/1/13 2 691
2650699 Dewaele WA 181 14 $22,800.00 5/16/98 $85,500.00
8420184 3919 S 343rd ST 02 177 1 $114,000.00 22
Auburn 98001 6 11.25 95 $22,651.68 6/1/13 2 739
2650747 Kunis CA 181 14 $45,000.00 6/25/98 $225,000.00
8485203 6182 Ellerbrook Way 01 178 1 $300,000.00 30
San Jose 95123 6 8.75 90 $44,755.87 7/1/13 2 732
2650753 Sanchez CA 181 14 $37,500.00 5/27/98 $187,500.00
8480386 3352 Armadita Court 01 177 1 $250,000.00 40
Bonita 91902 6 10.5 90 $37,238.54 6/1/13 2 682
2650760 Singh CA 181 14 $43,300.00 5/19/98 $231,200.00
4528 Leonato Way 01 177 1 $289,000.00 33
8419996
Fremont 94555 7 10.3 95 $43,235.25 6/1/13 2 738
2650793 Van Hoomissen CA 181 14 $44,400.00 6/10/98 $237,100.00
8481905 29492 Thackery Drive 01 178 1 $296,400.00 39
95
Laguna Niguel 92677 6 10 $44,184.87 7/1/13 2 746
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2650832 Williams CA 181 09 $30,000.00 5/28/98 $221,000.00
8453649 24401 Calle Torcido 02 177 1 $255,000.00 30
Lake Forest 92630 6 99 $29,886.25 2 675
12.625 6/1/13
2650931 Nguyen CA 181 RFC01 $35,000.00 6/22/98 $149,315.60
8477051 10164 Clear River Court 02 178 1 $190,000.00 35
Fountain Valley 92708 6 11.75 98 $34,855.82 7/1/13 2 760
2650932 Atiabi CA 181 14 $40,900.00 6/13/98 $204,350.00
8499014 5919 Farralone Avenue 01 178 1 $273,000.00 46
Los Angeles 91367 6 10.75 90 $40,715.03 7/1/13 2 697
2650974 Ewing FL 181 14 $20,000.00 3/24/98 $86,556.00
8443095 51 Westlee Lake 02 175 1 $111,000.00 39
Palm Coast 32164 6 13.625 96 $19,514.49 4/1/13 2 685
2650978 Beech CA 181 14 $24,300.00 6/11/98 $389,800.00
8477747 1935 North Oxford Avenue 01 178 1 $487,250.00 41
Los Angeles 90027 7 9.775 85 $24,277.33 7/1/13 2 772
2651167 Moschitto CA 181 14 $11,500.00 6/11/98 $92,000.00
8481871 2117 Del Rosa Drive 01 178 1 $115,000.00 42
Ridgecrest 93555 6 90 $11,445.89 7/1/13 2 722
10.5
2651180 Bocca CA 181 14 $28,000.00 6/9/98 $224,000.00
01
8480428 5888 Embee Drive 178 1 $280,000.00 30
San Jose 95123 7 9.375 90 $27,871.22 7/1/13 2 776
2651184 Claxton CA 181 RFC01 $25,700.00 6/11/98 $205,600.00
8524159 19785 Deep Harbor Drive 01 178 1 $257,000.00 37
Huntington Beach 92648 6 11.5 90 $25,591.60 7/1/13 2 789
2651220 Kurata CA 181 14 $10,000.00 6/12/98 $200,000.00
8479248 5310 West 139th Street 01 178 1 $250,000.00 21
Hawthorne 90250 7 9.825 84 $9,990.77 7/1/13 2 761
2651242 Linetsky CA 181 04 $71,250.00 6/15/98 $380,000.00
8479776 763 Loma Verde Unit/Apt B 01 178 1 $475,000.00 29
Palo Alto 94303 7 10.15 95 $70,499.84 7/1/13 2 748
2651263 Palmer CA 181 14 $30,000.00 6/12/98 $75,948.00
8517377 605 River Oaks Drive 02 178 1 $108,000.00 46
Bakersfield 93309 6 12.5 99 $29,803.98 7/1/13 2 707
2651275 Sell MO 61 09 $15,000.00 6/26/98 $66,000.00
5118 Scarlett O'Hara Lane 02 58 1 $86,000.00 45
8491565
Villa Ridge 63089 4 9.97 95 $14,649.17 7/1/03 2 722
2651283 Like VA 181 14 $24,000.00 5/28/98 $128,000.00
8475931 1927 Ware Road 01 177 1 $160,000.00 23
95
Falls Church 22043 7 10.125 $23,968.71 6/1/13 2 789
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2651289 Acharya CA 181 14 $35,200.00 6/30/98 $281,600.00
8519670 716 Choctaw Drive 01 178 1 $352,000.00 34
Fremont 94539 7 90 $35,173.36 2 775
10.75 7/1/13
2651295 Demattei CA 181 14 $40,000.00 6/3/98 $399,193.00
8474413 2824 Hillside Drive 02 178 1 $650,000.00 35
Burlingame 94010 6 9.25 68 $39,792.51 7/1/13 2 780
2651306 Ladwig WI 180 14 $15,000.00 6/20/98 $0.00
8492654 408 Harrison Street 02 177 1 $38,000.00 30
Kewaunee 54216 6 13.99 40 $14,950.11 6/25/13 1 630
2651360 Bombini CA 61 14 $15,000.00 5/15/98 $167,000.00
8470619 1763 Decatur Avenue 02 57 1 $195,000.00 37
Clovis 93611 4 10.125 94 $14,415.89 6/1/03 2 734
2651365 Boland CA 181 09 $44,900.00 5/13/98 $239,900.00
8461006 3670 Sutter Court 01 177 1 $299,904.00 40
Oceanside 92056 6 10.5 95 $44,586.91 6/1/13 2 662
2651480 Cato CA 181 09 $23,000.00 6/10/98 $184,100.00
8479941 25866 Anzio Way 01 178 1 $231,000.00 40
Santa Clarita 91355 7 90 $22,939.02 7/1/13 2 760
9.375
2651484 Heit CA 181 14 $30,000.00 6/10/98 $370,000.00
01
8480063 9591 Normandy Way 178 1 $465,000.00 28
Cypress 90630 6 9.875 87 $28,848.83 7/1/13 2 743
2651507 O'Kane VA 181 09 $51,950.00 7/20/98 $277,200.00
8493975 43900 Frugality Court 01 179 1 $346,575.00 38
Ashburn 20147 7 9.75 95 $51,822.09 8/1/13 2 702
2651521 Berry CA 181 14 $25,000.00 6/12/98 $104,889.00
8497919 3780 Cambria Road Unit/Apt 02 178 1 $140,000.00 24
Phelan (area) 92371 6 9.85 93 $24,877.20 7/1/13 2 767
2651536 Harper CA 181 04 $18,750.00 4/7/98 $93,750.00
8424525 4600 Lamont Street 01 176 1 $125,000.00 34
San Diego 92109 7 10.5 90 $18,719.82 5/1/13 2 738
2651654 Bennett CA 181 14 $39,500.00 6/15/98 $210,800.00
8487308 6223 Allenport Way 01 178 1 $263,500.00 36
Sacramento 95831 7 10.575 95 $39,468.97 7/1/13 2 736
2652043 Tamase CA 181 14 $42,750.00 6/24/98 $228,000.00
27 Derby Street 01 178 1 $285,000.00 42
8484032
Daly City 94015 7 10.95 95 $42,719.03 7/1/13 2 720
2652115 Hatch UT 181 14 $48,100.00 6/9/98 $177,000.00
8487506 11027 North Manor Drive 02 178 1 $237,000.00 34
95
Highland 84003 6 12.65 $48,009.50 7/1/13 2 653
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2652135 Arriola CA 181 14 $42,000.00 7/22/98 $260,000.00
8498909 437 South Charvers Avenue 02 179 1 $325,000.00 41
West Covina 91791 6 93 $41,900.24 2 660
10.17 8/1/13
2652149 Farber NY 181 09 $63,500.00 6/25/98 $340,700.00
8481897 2 Sabrina Court 01 178 1 $426,000.00 28
Dix Hills 11746 6 11 95 $63,219.40 7/1/13 2 680
2652192 Petty CA 181 14 $95,600.00 6/17/98 $510,000.00
8481368 165 Woodland Way 01 178 1 $637,500.00 32
Piedmont 94611 7 11 95 $95,064.15 7/1/13 2 724
2652193 Pozzi CA 181 04 $43,700.00 6/18/98 $102,000.00
8476749 11112 La Maida Street 01 178 1 $145,750.00 40
Los Angeles 91601 7 11.775 100 $43,673.59 7/1/13 2 691
2652224 Galarita HI 181 14 $35,000.00 6/17/98 $118,000.00
8476806 645 Hilinai Street 02 178 1 $170,000.00 36
Wailuku 96793 7 11.7 90 $34,970.32 7/1/13 2 722
2652229 Marancik MA 181 14 $20,900.00 8/10/98 $167,600.00
8526113 130 Fenno Street 01 180 1 $209,500.00 39
Quincy 02170 7 90 $20,900.00 9/1/13 2 776
9.475
2652407 Mazzocco CA 181 14 $23,500.00 7/21/98 $188,000.00
01
8528069 25776 Alta Drive 179 1 $235,000.00 46
Santa Clarita 91355 7 10.65 90 $22,130.60 8/1/13 2 727
2652420 Elmore MD 181 14 $27,000.00 5/27/98 $144,000.00
8474017 6 Whitehall Court 01 177 1 $180,000.00 40
Silver Spring 20901 7 10.25 95 $26,965.74 6/1/13 2 704
2652444 Walden CA 181 09 $30,000.00 6/5/98 $240,000.00
8494361 1878 Gamay Terrace 01 178 1 $300,000.00 42
Chula Vista 91913 6 9.875 90 $29,852.94 7/1/13 2 719
2652456 Marquez CA 181 14 $22,400.00 6/16/98 $179,200.00
8470874 15362 Rhododendron Drive 01 178 1 $225,000.00 32
Canyon Country 91351 7 9.725 90 $22,360.20 7/1/13 2 746
2652506 McKee HI 181 14 $60,000.00 6/18/98 $364,000.00
8482861 3220-A Lower Road 02 178 1 $455,000.00 42
Honolulu 96822 7 11.075 94 $59,957.71 7/1/13 2 713
2652518 Konrad CA 181 04 $41,150.00 6/16/98 $219,650.00
600 Baltic Circle Unit/Apt 01 178 1 $274,600.00 40
8477424
Redwood City 94065 7 10 95 $41,113.45 7/1/13 2 727
2652522 Reilly VA 181 RFC01 $40,150.00 5/27/98 $120,450.00
8528879 11011 Thrush Ridge Road 01 177 1 $160,600.00 36
100
Reston 20191 6 9.625 $39,846.82 6/1/13 2 748
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2652529 Johnson AZ 181 14 $14,600.00 4/24/98 $58,400.00
8534992 3912 North 22nd Street 02 176 1 $73,000.00 46
Phoenix 85016 6 100 $14,501.65 2 743
10.875 5/1/13
2652639 Shields MI 180 14 $15,000.00 7/3/98 $117,267.00
8479826 4998 Church Road 02 178 1 $147,000.00 16
Casco 48064 6 10.82 90 $14,932.60 7/8/13 2 703
2652658 Champine CO 121 14 $10,000.00 6/29/98 $290,000.00
8481012 27925 Alabraska Lane 01 118 1 $365,000.00 29
Evergreen 80439 5 9.75 83 $9,900.56 7/1/08 2 716
2652671 Nicholas, Jr. GA 180 14 $28,750.00 5/22/98 $230,000.00
8438137 215 Melanie Lane 01 176 1 $287,500.00 40
Loganville 30052 7 10 90 $28,711.50 5/22/13 2 770
2652681 Hattersley MA 181 04 $13,700.00 7/24/98 $109,600.00
8529141 205 Meadow Edge Unit/Apt 01 179 1 $137,000.00 36
Acton 01720 7 9.545 90 $13,693.32 8/1/13 2 761
2652751 Kolar CO 181 14 $32,400.00 8/3/98 $207,510.00
8534463 730 Woodmoor Drive 02 180 1 $324,000.00 21
Monument 80132 7 75 $32,400.00 9/1/13 2 700
9.42
2652752 Rogers VA 181 09 $79,950.00 5/15/98 $426,600.00
01
8477275 2755 Oakton Plantation 177 1 $533,277.00 36
Vienna 22181 7 9.375 95 $79,827.94 6/1/13 2 739
2652784 Takekawa CA 181 14 $21,000.00 6/18/98 $363,800.00
8474751 837 Constitution Drive 01 178 1 $454,800.00 20
Foster City 94404 6 10 85 $20,846.72 7/1/13 2 731
2652814 Caruso CA 181 14 $15,900.00 6/18/98 $227,150.00
8482820 19707 May Way 01 178 1 $286,000.00 45
Santa Clarita 91355 6 10.275 85 $15,824.86 7/1/13 2 686
2652818 Riley MD 181 09 $39,750.00 7/30/98 $212,000.00
8525834 2202 Issacs Way 01 179 1 $265,000.00 40
Forest Hill 21050 7 9.42 95 $39,730.12 8/1/13 2 700
2652821 Emory CA 121 14 $20,700.00 6/16/98 $165,600.00
8473415 6150 East Wentworth Street 01 118 1 $207,000.00 24
Long Beach 90815 5 9.7 90 $19,830.91 7/1/08 2 738
2652822 Whitfield MI 181 14 $44,000.00 6/30/98 $64,760.00
24700 Harden Avenue 02 178 1 $135,000.00 34
8491847
Southfield 48075 6 11.945 81 $43,822.04 7/5/13 2 698
2652825 Galvez NJ 181 14 $50,000.00 7/28/98 $296,000.00
8520561 54 Junard Drive 01 179 1 $370,000.00 38
94
Morris Township 07960 7 10.375 $49,979.58 8/1/13 2 666
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2652827 Levy MA 181 14 $67,300.00 6/30/98 $227,000.00
8476939 48 Merrill Road 01 178 1 $327,000.00 40
Watertown 02172 7 90 $67,236.60 2 682
9.725 7/1/13
2652836 Schwalbenberg CA 181 14 $30,000.00 6/17/98 $172,125.00
8484552 535 Sutter Street 01 178 1 $229,500.00 28
Petaluma 94952 7 10.5 89 $29,976.06 7/1/13 2 767
2652867 Respondek CA 181 04 $27,800.00 6/17/98 $147,350.00
8474876 11574 Iowa Avenue Unit/Apt 01 178 1 $196,500.00 27
Los Angeles 90025 7 10.7 90 $27,778.75 7/1/13 2 657
2652987 Babcock CA 181 14 $27,000.00 6/19/98 $144,000.00
8479354 16037 Tulsa Street 02 178 1 $180,000.00 45
Granada Hills 91344 7 10.825 95 $26,484.81 7/1/13 2 733
2653039 Hill MD 181 14 $48,000.00 4/15/98 $256,000.00
8477226 9235 Mallard Point Road 01 176 1 $322,000.00 45
McDaniel 21647 7 9.375 95 $47,901.90 5/1/13 2 665
2653113 Youngman CA 181 09 $61,500.00 6/18/98 $159,000.00
8499253 412 Trailhead Way 01 178 1 $245,000.00 43
Martinez 94553 6 90 $60,954.31 7/1/13 2 704
11.425
2653141 Wanat CA 181 14 $50,000.00 6/16/98 $520,100.00
01
8501678 5688 Scenic Meadow Lane 178 1 $650,181.00 42
San Jose 95135 6 10.875 88 $49,776.48 7/1/13 2 663
2653143 Lucero Jr CA 181 14 $47,250.00 6/15/98 $252,000.00
8500530 12717 Barbata Road 01 178 1 $315,000.00 42
La Mirada 90638 6 10 95 $47,021.03 7/1/13 2 654
2653159 Kerr CA 181 14 $39,000.00 5/27/98 $195,000.00
8471609 18531 Vina Drive 01 177 1 $260,000.00 45
Los Gatos 95033 7 12.875 90 $38,972.19 6/1/13 2 667
2653189 Boggs MD 181 14 $71,750.00 5/29/98 $215,300.00
8474520 12803 Teaberry Road 01 177 1 $287,100.00 45
Silver Spring 20906 7 10.25 100 $70,738.77 6/1/13 2 721
2653190 Johnson CA 181 14 $40,000.00 5/8/98 $120,000.00
8483547 22679 Loleta Avenue 01 177 1 $215,000.00 39
Corning 96021 6 10 75 $39,687.56 6/1/13 2 691
2653213 Suezaki CA 181 14 $41,700.00 6/27/98 $222,400.00
7545 Del Mar Lane 01 178 1 $278,000.00 37
8476061
La Palma 90623 7 10.35 95 $41,618.97 7/1/13 2 736
2653240 Thompson CA 181 14 $80,250.00 6/22/98 $187,250.00
8485716 23401 Jonathan Street 01 178 1 $267,500.00 43
100
(canago Park 91307 6 11.675 $79,917.08 7/1/13 2 697
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2653255 Monahan CA 181 14 $24,900.00 6/22/98 $199,200.00
8470437 40 Nash Road 01 178 1 $249,000.00 44
Hollister 95076 6 90 $24,783.96 2 682
10.425 7/1/13
2653268 Jones GA 180 14 $40,000.00 6/5/98 $57,000.00
8495087 4114 Dunes Drive 02 177 1 $98,000.00 44
Evans 30809 7 10.05 99 $39,942.36 6/18/13 2 668
2653286 Adame CA 181 14 $45,000.00 6/22/98 $227,000.00
8478893 427 A Sumner Avenue 02 178 1 $340,000.00 37
Aptos 95003 7 9.5 80 $44,955.56 7/1/13 2 719
2653289 Mancuso LA 181 09 $16,350.00 6/26/98 $87,350.00
8493074 6213 Donnybrook Avenue 01 178 1 $109,200.00 30
Greenwell Springs 70739 7 10.75 95 $16,247.53 7/1/13 2 748
2653336 Kwak HI 181 14 $93,000.00 6/23/98 $262,614.00
8487134 7144 Kukii Street 02 178 1 $395,000.00 48
Honolulu 96825 7 10.95 91 $92,896.79 7/1/13 2 707
2653365 Camblor DC 181 04 $31,100.00 4/30/98 $155,600.00
8527160 3201A Sutton Place 01 176 1 $210,000.00 44
NW Washington 20016 7 89 $31,027.66 5/1/13 2 748
8.75
2653467 Alanen CA 181 04 $48,400.00 4/21/98 $158,600.00
01
8434755 1885 Veteran Avenue 176 1 $230,000.00 44
Los Angeles 90025 6 9.6 90 $47,839.57 5/1/13 2 722
2653500 Silva CA 181 14 $29,900.00 6/24/98 $239,200.00
8480436 1639 American Beauty Drive 01 178 1 $299,000.00 28
Concord 94521 6 9.65 90 $29,624.45 7/1/13 2 706
2653508 Yoshikane CA 181 14 $25,000.00 6/15/98 $242,597.00
8491003 91777 El Tango Circle 02 178 1 $338,000.00 40
Fountain Valley 92708 6 9.4 80 $24,872.06 7/1/13 2 701
2653523 Henderson NY 181 14 $12,300.00 7/1/98 $157,700.00
8492316 5 Brookview Boulevard 01 179 1 $170,000.00 39
Spring Valley 10977 6 10.55 100 $12,300.00 8/1/13 2 737
2653538 Morin VA 181 RFC01 $29,500.00 5/4/98 $186,000.00
8490237 4793 Thornbury Drive 02 177 1 $227,000.00 42
Fairfax 22030 6 10.75 95 $29,298.99 6/1/13 2 644
2653539 Hamm CA 181 14 $100,000.00 5/28/98 $232,000.00
272 Rutland Court 02 177 1 $370,000.00 35
8497943
San Ramon 94583 6 9.4 90 $99,130.99 6/1/13 2 720
2653585 Shearin CA 181 14 $29,950.00 6/16/98 $239,950.00
8541369 500 Third Avenue 01 178 1 $299,950.00 39
90
Redwood City 94063 7 10.345 $29,925.28 7/1/13 2 770
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2653592 Tarassov CA 181 14 $46,500.00 6/16/98 $248,000.00
8490203 1721 Cypress Avenue 01 178 1 $310,000.00 39
San Mateo 94401 7 95 $46,448.70 2 699
10.9 7/1/13
2653597 Hall CA 181 14 $42,600.00 6/9/98 $148,629.00
8491110 3827 Muir Place Court 02 178 1 $255,000.00 44
San Jose 95121 6 9.75 75 $42,388.82 7/1/13 2 726
2653598 Doubek CA 181 14 $47,200.00 6/22/98 $336,200.00
8491102 435 Chargin Drive 02 178 1 $426,000.00 39
Morgan Hill 95037 6 11.25 90 $46,892.91 7/1/13 2 667
2653603 Karvat CA 181 14 $35,500.00 6/19/98 $284,000.00
8500381 1917 Fillmore Street 01 178 1 $355,000.00 29
Santa Clara 95050 6 10.15 90 $35,330.33 7/1/13 2 708
2653614 Konitzer CA 181 14 $50,000.00 6/19/98 $304,500.00
8479180 1517 Ridgewood Road 01 178 1 $410,000.00 41
Pleasanton 94566 7 11.5 87 $50,000.00 7/1/13 2 657
2653620 Maddox CA 181 04 $40,000.00 7/1/98 $320,000.00
8501595 139 Positano Circle 01 179 1 $400,000.00 35
Redwood City 94065 7 90 $39,984.27 8/1/13 2 747
10.55
2653626 Atkinson CA 181 14 $50,000.00 6/23/98 $120,000.00
01
8495095 2582 Manchester Court 178 1 $410,000.00 33
Thousand Oaks 91362 6 9.675 42 $49,750.43 7/1/13 2 770
2653628 Roxstrom CA 181 14 $71,000.00 4/28/98 $266,250.00
8435257 21841 Seaside Lane 01 176 1 $355,000.00 44
Huntington Beach 92646 6 10.65 95 $70,273.35 5/1/13 2 698
2653767 Blalock CA 241 14 $21,600.00 5/2/98 $72,000.00
8455032 2709 Nordlund Way 02 237 1 $104,000.00 26
Sacramento 95833 9 11.3 90 $21,524.11 6/1/18 2 627
2653829 Scarengella NY 181 14 $69,500.00 7/16/98 $556,000.00
8540031 15 Chester Drive 01 179 1 $695,000.00 30
Rye 10580 7 10 90 $69,500.00 8/1/13 2 754
2653834 Schell CA 181 14 $31,500.00 6/19/98 $252,000.00
8538175 701 East Elmwood Avenue 01 178 1 $315,000.00 35
Burbank 91501 7 10.45 90 $31,487.34 7/1/13 2 775
2654106 Biesecker PA 121 14 $16,000.00 6/27/98 $60,357.00
Rual Route 2 Box 165 M 02 118 1 $82,000.00 32
8529018
New Milford 18834 5 12.99 94 $15,934.40 7/24/08 2 653
2654116 Moyer WA 181 14 $26,500.00 6/22/98 $212,000.00
8477754 16700 SE 34th Way 01 178 1 $265,000.00 25
90
Vancouver 98683 7 9.725 $26,475.04 7/1/13 2 783
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2654122 Wucherer CA 181 14 $20,000.00 5/26/98 $268,000.00
8477598 7737 Peppertree Road 01 177 1 $335,000.00 39
Dublin 94568 6 86 $19,863.72 2 677
10.75 6/1/13
2654123 Myers CA 181 14 $34,200.00 5/27/98 $161,500.00
8461105 821 El- Ane Way 02 177 1 $206,000.00 39
Benicia 94510 6 10.25 95 $33,956.00 6/1/13 2 690
2654341 Nickel CA 181 09 $17,000.00 5/21/98 $225,000.00
8463234 137 Mountaire Parkway 01 177 1 $300,000.00 23
Clayton 94517 6 9.5 81 $16,870.16 6/1/13 2 734
2654349 Stone OR 181 14 $77,000.00 6/10/98 $82,962.00
8493108 368 71st ST 02 178 1 $160,000.00 38
Springfield 97478 6 11.625 100 $76,679.07 7/1/13 2 710
2654405 Olguin CA 181 09 $10,000.00 6/23/98 $271,600.00
8479305 1035 South Miles Court 02 178 1 $345,000.00 44
Anaheim 92808 6 9.525 82 $9,949.40 7/1/13 2 757
2654428 Leubecker VA 181 RFC01 $23,500.00 6/8/98 $190,400.00
8485088 6250 Taliaferro Way 01 178 1 $238,000.00 43
Alexandria 22315 7 90 $23,278.57 7/1/13 2 776
9.875
2654433 Price OR 181 14 $15,000.00 6/2/98 $75,000.00
01
8484701 64 Southeast Piper Drive 178 1 $100,000.00 43
Bend 97702 7 12.75 90 $14,992.72 7/1/13 2 693
2654441 Casado CA 181 04 $20,250.00 6/11/98 $101,250.00
8501082 451 Dela Vina Avenue 01 178 1 $135,000.00 47
Monterey 93940 6 11.125 90 $20,161.56 7/1/13 2 649
2654451 Isidro HI 181 14 $60,000.00 6/24/98 $124,674.00
8487241 91-801 Maiamu Street 02 178 1 $185,000.00 30
Ewa Beach 96706 7 10.825 100 $59,955.34 7/1/13 2 766
2654465 Hann OR 181 14 $27,000.00 6/24/98 $136,986.00
8476467 10387 SouthWest Picks Way 02 178 1 $164,000.00 31
Tigard 97224 7 10.95 100 $26,980.45 7/1/13 2 709
2654584 Zhang CA 181 14 $23,000.00 6/24/98 $224,000.00
8477069 104 San Andreas Drive 01 178 1 $320,000.00 30
Novato 94945 6 9.55 78 $22,883.88 7/1/13 2 749
2654618 Kotecki CA 181 14 $33,800.00 6/23/98 $270,800.00
4904 Sara Drive 01 178 1 $338,500.00 36
8524407
Torrance 90503 6 10.275 90 $33,640.30 7/1/13 2 789
2654624 Nelson CA 181 14 $51,850.00 6/22/98 $227,150.00
8485617 3352 Bonita Mesa Road 01 178 1 $310,000.00 41
90
Bonita 91902 6 9.625 $51,535.37 7/1/13 2 794
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2654730 Angeles CO 181 09 $40,000.00 6/26/98 $320,000.00
8477648 7444 Augusta Drive 01 178 1 $407,000.00 36
Boulder 80301 7 89 $39,963.51 2 794
9.875 7/1/13
2654750 Kirkbride CA 181 14 $14,000.00 6/24/98 $256,000.00
8476079 698 Windsor Drive 02 178 1 $320,000.00 43
Benicia 94510 7 10.85 85 $13,989.64 7/1/13 2 720
2654759 Gregory CA 181 14 $26,500.00 6/25/98 $197,200.00
8476004 3714 Antelope Way 02 178 1 $235,500.00 29
Rocklin 95677 6 11.4 95 $26,295.08 7/1/13 2 688
2654780 Luckey CA 181 04 $42,000.00 7/2/98 $127,000.00
8526063 2319 Caringa Way Unit/Apt 02 179 1 $171,000.00 43
Carlsbad 92009 6 11.9 99 $41,829.42 8/10/13 2 737
2654805 Hosoda CA 181 14 $49,900.00 6/1/98 $266,200.00
8490427 2252 Bel Air Lane 01 178 1 $333,369.00 34
Roseville 95678 6 10.675 95 $49,672.74 7/1/13 2 745
2654824 Strauss CA 181 14 $67,000.00 6/26/98 $357,600.00
8482366 140 North Highland Avenue 01 178 1 $500,000.00 42
Los Angeles 90036 7 85 $66,948.77 7/1/13 2 680
10.7
2654827 Hicks CO 181 14 $17,750.00 5/11/98 $142,000.00
02
8540049 2074 Hudson Street 177 1 $177,500.00 27
Denver 80207 7 10.05 90 $17,742.23 6/1/13 2 690
2654835 Philpott CA 181 14 $47,300.00 6/24/98 $227,150.00
8496044 7556 Windy Ridge Road 01 178 1 $305,000.00 49
San Diego 92126 6 10.9 90 $47,089.05 7/1/13 2 705
2654864 Besona CA 181 16 $36,000.00 6/22/98 $202,000.00
8471435 2206 Archdale Court 01 178 1 $265,500.00 40
South San 94080 7 10 90 $35,968.01 7/1/13 2 690
2654904 Cuevas FL 181 14 $30,000.00 7/1/98 $49,987.00
8492720 912 66th Avenue West 02 179 1 $93,000.00 34
Bradenton 34207 6 10.65 87 $29,931.83 8/1/13 2 650
2654918 Cocsi CA 181 14 $75,000.00 6/24/98 $300,000.00
8474421 824 Novelda Road 01 178 1 $375,000.00 20
Alhambra 91801 7 11.175 100 $74,948.28 7/1/13 2 783
2654931 Haggard CA 181 14 $33,850.00 6/15/98 $227,150.00
27822 Trellis Way 01 178 1 $290,000.00 42
8480337
Laguna Niguel 92677 7 9.4 90 $33,798.03 7/1/13 2 743
2654943 Reitenour CA 181 09 $62,700.00 6/11/98 $146,300.00
8480261 34596 Overlake Drive 01 178 1 $209,000.00 46
100
Lake Forest 92630 7 11.4 $62,658.85 7/1/13 2 730
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2654956 Sherk CA 181 14 $42,300.00 7/1/98 $564,000.00
8471252 444 Fair Oaks Street 01 179 1 $705,000.00 40
San Francisco 94110 7 86 $42,282.82 2 733
10.4 8/1/13
2654971 Martin CA 181 14 $51,000.00 6/25/98 $272,000.00
8480105 17942 Sun Knoll Drive 01 178 1 $340,000.00 31
Yorba Linda 92886 7 9.975 95 $50,954.45 7/1/13 2 746
2655022 Grijalva CA 181 14 $10,000.00 6/24/98 $160,000.00
8497745 435 South Orchard Drive 01 178 1 $200,000.00 23
Burbank 91506 7 10.25 85 $9,987.31 7/1/13 2 729
2655067 Zaioun CA 181 14 $35,000.00 5/18/98 $83,768.00
8480303 4021 Manchester Place 02 177 1 $130,000.00 29
Riverside 92503 6 11.25 92 $34,772.30 6/1/13 2 726
2655076 Hinrichs CA 181 14 $33,000.00 6/4/98 $264,000.00
8480287 430 Colusa Avenue 01 178 1 $330,000.00 35
El Cerrito 94530 7 9.5 90 $32,967.41 7/1/13 2 758
2655091 Garza CA 181 14 $10,000.00 5/21/98 $227,150.00
8497331 155 Argonne Avenue 01 177 1 $288,000.00 25
Long Beach 90803 6 83 $9,893.08 6/1/13 2 774
9
2655092 Walbridge CA 181 14 $47,000.00 6/4/98 $251,200.00
01
8476830 153 Magellan Street 178 1 $314,000.00 37
Capitola 95010 6 9.875 95 $46,555.60 7/1/13 2 792
2655100 Edwards OR 182 14 $15,500.00 6/26/98 $124,000.00
8479230 61250 Mt. Vista Drive 02 179 1 $155,000.00 31
Bend 97702 6 9.775 90 $15,461.82 8/1/13 2 752
2655101 Sharifi CA 181 04 $16,800.00 6/25/98 $134,000.00
8491599 4417 Corto Monterey 01 178 1 $168,000.00 41
Union City 94587 7 9.85 90 $16,784.60 7/1/13 2 782
2655105 Comanda CA 181 14 $20,000.00 7/8/98 $212,000.00
8496978 6408 Du Sault Drive 02 179 1 $265,000.00 36
San Jose 95119 6 11.15 88 $19,956.62 8/1/13 2 674
2655125 McHale CA 181 14 $30,000.00 5/29/98 $251,200.00
8468928 32817 Oakdale Court 02 177 1 $314,000.00 42
Union City 94587 6 9.75 90 $29,700.13 6/1/13 2 753
2655127 Thompson CA 181 14 $60,000.00 6/5/98 $288,000.00
4604 Milne Drive 02 178 1 $365,000.00 43
8480360
Torrance 90505 6 11.95 96 $59,757.46 7/1/13 2 703
2655142 Saylor MD 181 14 $43,950.00 5/7/98 $102,550.00
8477291 110 Elliot Place 01 177 1 $146,500.00 34
100
Edgewater 21037 7 11.17 $43,904.28 6/1/13 2 739
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2655155 Schmidt CA 181 14 $38,250.00 6/16/98 $191,250.00
8516924 2611 Chatsworth Court 01 178 1 $255,000.00 40
Turlock 95382 7 90 $38,223.32 2 680
11.125 7/1/13
2655158 Tweed PA 181 14 $19,500.00 6/26/98 $90,460.00
8471526 340 Devon Road 02 178 1 $110,000.00 48
Fairless Hills 19030 6 13 100 $19,221.00 7/1/13 2 772
2655171 Phillips WA 121 14 $62,900.00 6/9/98 $225,000.00
8471302 13623 Broadway Avenue 02 118 1 $321,000.00 46
Snohomish 98290 5 9.55 90 $61,665.00 7/1/08 2 727
2655191 Loney CA 181 14 $41,000.00 6/17/98 $328,000.00
8541351 1947 Harmil Way 01 178 1 $410,000.00 30
San Jose 95125 7 11.845 90 $40,975.59 7/1/13 2 668
2655204 Weninger FL 181 14 $52,500.00 6/12/98 $122,500.00
8452849 1801 SW 22nd AVE 02 178 1 $175,000.00 42
Fort Lauderdale 33312 6 12.5 100 $52,298.56 7/1/13 2 680
2655247 Swaim CA 181 14 $18,000.00 6/30/98 $245,600.00
8479784 1627 Rancho Hills Drive 02 178 1 $307,000.00 34
Chino Hills 91709 6 86 $17,897.07 7/1/13 2 763
9.525
2655254 Wilson GA 181 09 $37,350.00 6/25/98 $199,400.00
01
8475188 290 Loblolly Court 178 1 $251,000.00 23
Marietta 30064 6 9.95 95 $37,168.19 7/1/13 2 750
2655256 Stavoli CA 181 14 $58,700.00 6/25/98 $313,150.00
8478240 2193 Rose Arbor Court 01 178 1 $391,440.00 43
San Jose 95133 7 11 95 $58,657.95 7/1/13 2 734
2655259 Hazen CA 181 14 $29,000.00 6/24/98 $232,000.00
8478208 2215 Occidental Road 01 178 1 $290,000.00 39
Hayward 94545 6 10.25 90 $28,862.65 7/1/13 2 765
2655266 Dewberry CA 181 14 $42,750.00 6/24/98 $227,150.00
8493090 2738 North Lime Avenue 01 178 1 $285,000.00 31
Fullerton 92835 6 10.95 95 $42,529.18 7/1/13 2 758
2655267 Pelton CA 181 14 $19,150.00 7/16/98 $208,000.00
8534653 20404 Key Court 01 179 1 $260,000.00 23
Santa Clarita 91350 6 9.7 88 $19,150.00 8/1/13 2 778
2655276 Peltier NV 181 14 $61,250.00 6/9/98 $284,000.00
913 Jennifer Street 01 178 1 $425,000.00 31
8499691
Incline Village 89452 7 10 82 $61,250.00 7/1/13 2 715
2655290 Wilson CA 181 14 $15,000.00 4/22/98 $200,000.00
8471203 25471 Barents Street 01 176 1 $250,000.00 40
86
Laguna Hills 92653 6 9.8 $14,543.38 5/1/13 2 774
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2655300 Meyer MA 181 14 $28,000.00 7/24/98 $224,000.00
8517906 8 Villanova Drive 01 179 1 $280,000.00 32
Westford 01886 7 90 $27,885.56 2 780
9.275 8/1/13
2655307 Bailey III CA 181 14 $44,500.00 6/15/98 $356,000.00
8487639 5167 Northway Road 01 178 1 $445,000.00 47
Pleasanton 94566 7 9.85 90 $44,459.17 7/1/13 2 734
2655361 Vu CA 181 14 $49,800.00 6/30/98 $116,200.00
8479313 2717 West 146th Street 02 178 1 $166,000.00 42
Gardena 90246 7 10.35 100 $49,758.95 7/1/13 2 725
2655373 Constantino CA 181 14 $42,450.00 6/2/98 $226,400.00
8494874 18908 Danielle Avenue 01 178 1 $283,000.00 31
Cerritos 90703 7 10.5 95 $42,314.42 7/1/13 2 773
2655374 Bowser CA 181 14 $42,000.00 6/3/98 $224,000.00
8499006 3274 Dales Drive 02 178 1 $280,000.00 43
Norco 91760 7 10.5 95 $41,564.72 7/1/13 2 779
2655375 Deauzat, Jr. CA 181 14 $30,150.00 6/4/98 $160,800.00
8494858 4037 West 173rd Place 01 178 1 $201,000.00 37
Torrance 90504 7 95 $30,077.75 7/1/13 2 654
12.5
2655376 Zones NM 181 14 $22,000.00 6/26/98 $64,183.00
02
8485633 591 Rio Grande Drive 178 1 $93,000.00 45
Bernalillo 87004 6 12.59 93 $21,934.82 7/1/13 2 657
2655383 Horst CA 181 14 $48,500.00 7/1/98 $388,000.00
8477788 1910 San Antonio Avenue 01 179 1 $485,000.00 47
Berkley 98707 7 9.92 90 $48,478.17 8/1/13 2 767
2655384 Frank CA 181 14 $27,000.00 6/25/98 $215,800.00
8473290 1002 East Palm Avenue 01 178 1 $269,800.00 29
Burbank 91501 7 9.675 90 $26,974.29 7/1/13 2 781
2655458 Saniga NY 180 14 $65,500.00 7/1/98 $349,300.00
8538381 73 Chesterhill Road 01 178 1 $436,724.00 25
Town Of Warwick 10990 6 10.875 95 $65,207.18 7/1/13 2 706
2655476 Hettlinger IN 181 09 $22,450.00 5/29/98 $381,650.00
8457285 9828 Oakcrest Court 01 177 1 $449,000.00 12
Fishers 46038 6 10.15 90 $22,288.35 6/1/13 2 755
2655487 Taylor CA 181 14 $22,000.00 5/12/98 $264,000.00
704 West Acacia Avenue 01 177 1 $330,000.00 31
8498016
El Segundo 90245 6 10.99 87 $21,853.38 6/1/13 2 675
2655496 Rape VA 181 09 $38,100.00 5/22/98 $304,800.00
8457277 4013 Tottenham Court 01 177 1 $390,000.00 32
88
Richmond 23233 6 8.9 $37,792.91 6/1/13 2 751
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2655502 Pickett CA 181 14 $20,500.00 6/18/98 $164,000.00
8470593 375 Chaparral Lane 01 178 1 $205,000.00 43
Arroyo Grande 93420 7 90 $20,483.08 2 710
10.345 7/1/13
2655566 Patrick MD 180 09 $19,100.00 6/1/98 $162,350.00
8485922 711 Willow Tree Drive 01 177 1 $191,003.00 34
Glen Burnie 21060 7 9.92 95 $18,922.75 6/1/13 2 770
2655577 Brown CA 181 09 $93,700.00 6/25/98 $499,850.00
8499378 838 West Heritage Oak 01 178 1 $624,818.00 48
Altadena Area 91001 7 11.25 95 $93,636.42 7/1/13 2 731
2655579 Bennett CO 182 14 $44,400.00 6/30/98 $85,009.00
8477432 1625 South Ammons 02 179 1 $137,000.00 34
Lakewood 80232 6 12.09 95 $44,311.88 8/1/13 2 686
2655581 Espe MA 181 14 $26,500.00 7/15/98 $251,900.00
8478521 123 Ash Street 01 179 1 $319,000.00 35
Hopkinton 01748 7 9.475 88 $26,486.89 8/1/13 2 789
2655586 Pederson AZ 182 09 $77,500.00 6/25/98 $189,506.00
8491714 7605 East Phantom Way 02 179 1 $284,944.00 33
Scottsdale 85255 7 94 $77,458.35 8/1/13 2 728
9.125
2655603 Young CA 181 14 $40,300.00 6/26/98 $322,400.00
01
8479909 2110 Kenilworth Avenue 178 1 $403,000.00 34
Los Angeles 90039 7 9.725 90 $39,935.44 7/1/13 2 776
2655606 Van Dyck OR 182 09 $40,300.00 6/29/98 $215,200.00
8475469 516 NW 18th Avenue 02 179 1 $269,000.00 22
Portland 97209 7 9.975 95 $40,282.07 8/1/13 2 770
2655623 Stirling MN 181 14 $23,000.00 7/17/98 $92,000.00
8501165 2194 Birch Street 01 179 1 $116,000.00 27
White Bear Lake 55110 7 10.475 100 $22,990.81 8/1/13 2 783
2655638 Boyers MD 181 RFC01 $16,225.00 5/28/98 $138,050.00
8488504 626 Currant Court 01 177 1 $162,450.00 34
Laplata 20646 7 9.87 95 $16,202.68 6/1/13 2 760
2655726 Garcia CA 181 14 $30,000.00 6/10/98 $104,695.00
8480832 730 Judson Street 02 178 1 $150,000.00 45
Escondido 92027 7 10.875 90 $29,918.27 7/1/13 2 702
2655728 Stephenson CA 181 09 $42,000.00 6/12/98 $210,000.00
3284 Rancho Diego Circle 01 178 1 $280,000.00 48
8480824
El Cajon 92019 7 10.875 90 $41,969.08 7/1/13 2 710
2655730 Fernandez FL 181 14 $25,400.00 7/2/98 $106,000.00
8468605 14742 SouthWest 81 Street 02 179 1 $135,000.00 25
98
Miami 33193 6 11 $25,344.13 8/1/13 2 716
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2655731 Martinez CA 121 04 $15,000.00 5/14/98 $172,800.00
8456220 500 North Rosemead 01 117 1 $216,000.00 38
Pasadena 91107 5 87 $14,679.57 2 744
10.225 6/1/08
2655745 Colen CA 181 14 $30,000.00 6/18/98 $227,150.00
8474678 233 Siesta Drive 01 178 1 $308,000.00 23
Aptos 95003 7 10.345 84 $29,975.24 7/1/13 2 752
2655752 Singh VA 181 RFC01 $38,550.00 6/29/98 $205,600.00
8486771 602 A North Tazewell 01 178 1 $257,000.00 31
Arlington 22203 6 9 95 $38,126.67 7/1/13 2 760
2655774 Lay CA 181 14 $31,200.00 6/15/98 $166,400.00
8473803 2020 Ardenwood AVE 02 178 1 $208,000.00 32
Simi Valley 93063 6 13.375 95 $31,089.91 7/1/13 2 640
2655842 Oliveros CA 182 14 $18,000.00 6/29/98 $142,000.00
8495566 407 West 234th Place 02 179 1 $160,000.00 44
Carson 90745 6 12.125 100 $17,964.40 8/1/13 2 754
2655855 Dominquez CA 181 04 $47,250.00 7/6/98 $252,000.00
8481194 11589 Caminito Corrienti 01 179 1 $315,000.00 48
San Diego 92128 6 95 $47,158.28 8/1/13 2 677
12.35
2655870 Phillips AZ 181 14 $35,900.00 7/2/98 $184,000.00
02
8498800 321 West El Freda Road 179 1 $245,000.00 31
Tempe 85284 6 10 90 $35,813.39 8/1/13 2 698
2655873 Rozhko CA 181 14 $40,500.00 7/8/98 $202,500.00
8491524 7437 San Blanco Drive 01 179 1 $270,000.00 43
Goleta 93117 7 10.725 90 $40,500.00 8/1/13 2 674
2655881 Dease CA 181 14 $25,000.00 7/1/98 $242,178.00
8537227 28657 Lapine Avenue 02 179 1 $285,000.00 41
Santa Clarita 91350 7 13.175 94 $24,994.50 8/1/13 2 689
2655883 Drudge VA 301 14 $25,000.00 5/7/98 $119,610.00
8462418 596 Windjammer Crescent 02 297 1 $145,000.00 26
Newport News 23607 8 12.55 100 $24,531.85 6/1/23 2 779
2655887 Koski NV 181 14 $30,000.00 6/22/98 $100,006.00
8471088 45 Winter Storm Court 02 178 1 $135,000.00 44
Sparks 89436 6 11.7 97 $29,875.82 7/1/13 2 693
2655899 Green MI 120 14 $28,000.00 7/13/98 $49,894.00
1611 Elias Street 02 118 1 $105,000.00 32
8483919
Westland 48186 5 10.895 75 $27,739.18 7/16/08 2 661
2655905 Trivedi CA 181 RFC01 $23,190.00 7/1/98 $185,520.00
8525487 770 St Michael Circle 01 179 1 $231,900.00 40
90
Pleasanton 94566 7 10.375 $23,180.54 8/1/13 2 719
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2655924 Cummins CA 181 RFC01 $37,450.00 7/13/98 $199,950.00
8495533 2530 Wickham Place 01 179 1 $249,950.00 49
Santa Clara 95051 7 95 $37,343.09 2 716
11.92 8/1/13
2655999 Peterson CA 181 14 $23,000.00 6/29/98 $222,400.00
8496275 1537 East Loma Alta Drive 01 178 1 $278,000.00 34
Altadena 91001 7 9.35 89 $22,976.57 7/1/13 2 703
2656003 Roura CA 181 14 $25,300.00 6/29/98 $202,400.00
8476517 18409 Carlwyn Drive 01 178 1 $253,000.00 42
Castro Valley 94546 6 9.425 90 $25,096.62 7/1/13 2 766
2656017 Silvestri CA 181 09 $53,500.00 7/8/98 $285,450.00
8494189 14 Sapporo Court 01 179 1 $350,000.00 34
Petaluma 94954 7 12.5 97 $53,486.31 8/1/13 2 668
2656021 Silverstein CA 181 14 $74,700.00 4/6/98 $174,300.00
8461881 19701 Dunsmuir Plaza 01 176 1 $249,000.00 40
Yorba Linda 92886 7 11.5 100 $74,603.13 5/1/13 2 777
2656099 Roice WY 180 14 $57,000.00 6/19/98 $304,000.00
8481053 250 Trap Club RD 02 177 1 $380,000.00 47
Jackson 83001 6 95 $56,353.10 6/1/13 2 654
12.025
2656153 Dalfonso UT 181 14 $30,000.00 6/23/98 $120,825.14
01
8473241 1078 West 350 South 178 1 $170,000.00 42
Logan 84321 6 10.5 89 $29,861.16 7/1/13 2 706
2656154 Harting CA 181 14 $38,850.00 6/22/98 $207,200.00
8485880 1621 Madeira Circle 01 178 1 $259,000.00 35
Petaluma 94954 6 10.375 95 $38,668.12 7/1/13 2 757
2656162 Hardin MI 120 14 $19,000.00 7/9/98 $53,578.00
8482317 15544 Warwick Avenue 02 118 1 $100,000.00 43
Alllen Park 48101 5 10.895 73 $18,823.00 7/13/08 2 716
2656165 Kramer CA 181 14 $19,600.00 7/8/98 $313,600.00
8521759 1436 North Chester Avenue 01 179 1 $392,000.00 35
Pasadena 91104 7 9.85 85 $19,591.04 8/1/13 2 715
2656197 Taylor MI 180 14 $35,000.00 7/8/98 $32,818.00
8478331 15619 Mac Arthur Street 02 178 1 $100,000.00 37
Redford 48239 6 8.57 68 $34,807.03 7/12/13 2 695
2656387 Barese CA 181 09 $30,000.00 7/2/98 $131,224.93
29848 Kings Canyon Court 02 179 1 $180,000.00 44
8490930
Coarsegold 93614 6 10.75 90 $29,932.47 8/1/13 2 689
2656410 Berger NV 181 09 $44,850.00 6/25/98 $224,250.00
8496325 301 Great Gable Drive 01 178 1 $299,055.62 44
90
Las Vegas 89123 6 10.25 $44,744.25 7/1/13 2 740
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2656416 Bird MO 181 14 $45,000.00 7/2/98 $74,851.00
8529414 1711 Stasi Avenue 02 179 1 $120,000.00 33
Raymore 64083 6 100 $44,812.50 2 763
11 8/1/13
2656421 Boehm IL 181 15 $41,500.00 7/21/98 $107,000.00
8496135 4338 West Drummond 01 179 1 $165,000.00 36
Chicago 60639 6 11.07 90 $41,409.33 8/1/13 2 708
2656502 Brown CA 181 09 $70,300.00 6/24/98 $164,200.00
8487258 1251 Aspen Circle 01 178 1 $234,600.00 38
Hollister 95023 7 11 100 $70,249.65 7/1/13 2 744
2656508 Cornelius CT 181 14 $28,000.00 7/2/98 $157,996.00
8520249 52 Bennett Drive 02 179 1 $200,000.00 33
Hampton 06247 6 12.65 93 $27,947.33 8/1/13 2 662
2656546 Lebovits NY 181 16 $80,000.00 7/2/98 $239,599.00
8485070 3 Kaufman Court 02 179 1 $383,000.00 38
Monsey 10952 6 9.87 84 $79,804.66 8/1/13 2 680
2656552 Oehrle AL 181 14 $30,000.00 7/6/98 $65,000.00
8487407 106 Magenta Lane 02 179 1 $100,000.00 41
Madison 35757 6 95 $29,938.22 8/1/13 2 729
11.7
2656564 Langford CO 181 14 $32,000.00 6/15/98 $156,000.00
02
8471245 700 West Fifth Street 178 1 $195,000.00 48
Loveland 80537 7 10.7 97 $31,869.86 7/1/13 2 732
2656566 Haines CA 181 14 $23,000.00 5/22/98 $184,000.00
8470577 6071 Cerulean Avenue 01 177 1 $230,000.00 42
Garden Grove 92845 6 9.75 90 $22,828.25 6/1/13 2 733
2656567 Martin CA 181 14 $30,600.00 6/2/98 $153,200.00
8487514 572 Graylyn Court 01 178 1 $204,300.00 37
Vacaville 95688 6 9.875 90 $30,450.01 7/1/13 2 750
2656569 Voisan CA 181 14 $50,000.00 6/12/98 $234,500.00
8493249 15701 Henry Road 01 178 1 $299,500.00 36
Escalon 95320 6 10.75 95 $49,773.87 7/1/13 2 780
2656571 King NV 181 09 $15,000.00 6/9/98 $152,000.00
8488355 852 Longleaf Place 01 178 1 $190,000.00 43
Minden 89423 6 9.75 88 $14,724.82 7/1/13 2 693
2656592 Zamarripa CA 181 09 $100,000.00 4/27/98 $235,000.00
2311 San Leandro 01 176 1 $336,000.00 44
8461857
Tustin 92782 7 10.9 100 $99,851.33 5/1/13 2 729
2656891 Lynch OH 180 14 $15,000.00 7/7/98 $0.00
8479404 10806 Lamontier Avenue 02 178 1 $64,000.00 17
24
Cleveland 44104 6 8.32 $14,915.45 7/12/13 1 744
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2656912 Viswanathan CA 181 14 $41,000.00 6/25/98 $328,000.00
8487670 45253 Grimmer Boulevard 01 178 1 $410,000.00 40
Fremont 94539 6 90 $40,793.02 2 789
9.55 7/1/13
2656913 Planka NV 181 14 $16,400.00 6/20/98 $80,361.00
8471294 8583 Moth Circle 02 178 1 $121,000.00 36
Reno 89506 6 9.45 80 $16,316.45 7/1/13 2 709
2656914 Makhlaf CA 181 RFC01 $16,900.00 6/22/98 $135,900.00
8487274 1963 Rhododenron Court 01 178 1 $169,900.00 27
Livermore 94550 6 7.5 90 $16,797.59 7/1/13 2 731
2656915 Geyer CA 181 14 $43,100.00 6/17/98 $203,887.00
8487126 258 Marina Way 02 178 1 $260,000.00 36
Pacifica 94044 6 10.15 95 $42,894.00 7/1/13 2 734
2656933 Kolls VA 181 14 $57,000.00 7/10/98 $304,000.00
8486748 5114 Prestwick Drive 01 179 1 $380,000.00 38
Fairfax 22030 7 9.75 95 $56,973.41 8/1/13 2 764
2656953 Toomey CA 181 14 $35,900.00 7/1/98 $191,600.00
8528143 1521 East 19th Street 01 179 1 $240,000.00 41
Santa Ana 92705 6 95 $35,806.41 8/1/13 2 654
9.15
2656976 Epure HI 181 14 $50,000.00 6/17/98 $278,400.00
01
8474629 104 Aikahi Loop 178 1 $350,000.00 41
Kailua 96734 7 9.625 94 $49,721.05 7/1/13 2 805
2656983 West MD 181 14 $49,450.00 7/24/98 $263,800.00
8530545 1457 Fallston Road 01 179 1 $329,800.00 51
Fallston 21047 7 9.35 95 $49,424.90 8/1/13 2 710
2657000 Stalsworth CA 181 14 $25,000.00 7/1/98 $182,950.00
8488702 505 Nelson Street 02 179 1 $245,000.00 36
Arroyo Grande 93420 6 10 85 $24,939.68 8/1/13 2 672
2657001 Ritter CA 181 14 $26,100.00 6/15/98 $139,200.00
8480113 16124 Lahey Street 01 178 1 $174,000.00 24
Los Angeles 91344 7 11.625 95 $26,083.69 7/1/13 2 649
2657006 Santiago CA 181 14 $30,000.00 7/2/98 $202,610.00
8484792 2328 Parkview Lane 02 179 1 $235,000.00 32
Chino Hills 91709 6 11.925 99 $29,939.53 8/1/13 2 769
2657038 Kransmann CA 181 14 $74,500.00 5/26/98 $596,000.00
176 Jameson Court 01 177 1 $745,000.00 27
8453144
Sierra Madre 91024 6 9.65 90 $73,938.72 6/1/13 2 767
2657086 Rivera-Pantoja CA 181 04 $19,200.00 5/28/98 $96,000.00
8453029 79 William Street Unit/Apt 01 177 1 $128,000.00 45
90
Cotati 94931 6 11.35 $19,030.15 6/1/13 2 695
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2657126 Cole VA 181 14 $28,500.00 4/23/98 $152,000.00
8488793 2647 Woodley Place 01 176 1 $190,000.00 45
Falls Church 22046 7 95 $28,451.58 2 683
10.25 5/1/13
2657149 McKellogg CA 181 14 $17,000.00 5/20/98 $196,000.00
8454399 6453 Bonnie View Drive 01 177 1 $245,000.00 30
San Diego 92119 6 10.15 87 $16,283.71 6/1/13 2 763
2657152 Greenbaum CA 181 14 $26,200.00 5/27/98 $210,000.00
8454381 5496 Bengal Court 01 177 1 $262,500.00 30
San Diego 92124 6 9.4 90 $25,993.09 6/1/13 2 804
2657168 Adams CA 181 14 $46,000.00 5/1/98 $368,000.00
8477374 8913 Wonderland Park 01 177 1 $460,000.00 23
Los Angeles 90046 7 9.3 90 $45,928.65 6/1/13 2 742
2657178 Welchel CA 181 09 $21,000.00 5/14/98 $297,000.00
8454498 26172 Palmetto Place 01 177 1 $385,000.00 30
Mission Viejo 92692 6 9.4 83 $20,673.58 6/1/13 2 772
2657194 Boyce UT 180 14 $13,500.00 7/9/98 $108,000.00
8485963 4230 West 5600 South 02 178 1 $135,000.00 42
Roy 84067 6 90 $13,500.00 7/9/13 2 653
11.25
2657202 Taylor CA 181 14 $28,000.00 7/2/98 $90,754.00
02
8488710 3651 Los Padres Road 179 1 $132,000.00 39
Santa Maria 93455 6 10.25 90 $28,000.00 8/1/13 2 696
2657206 Connolly CA 181 14 $28,900.00 6/11/98 $227,150.00
8497992 1777 Adams Street 01 178 1 $325,000.00 30
San Mateo 94403 6 9.25 79 $28,544.17 7/1/13 2 665
2657208 Breit CA 181 04 $31,000.00 6/10/98 $248,000.00
8476426 181 Ada Avenue Unit/Apt # 01 178 1 $310,000.00 28
Mountain View 94043 6 12.25 90 $30,878.18 7/1/13 2 717
2657212 Porter VA 181 09 $29,000.00 7/2/98 $227,000.00
8482853 9101 Cardiff Road 01 179 1 $320,000.00 42
Richmond 23236 6 9.625 80 $28,927.58 8/1/13 2 761
2657214 Briggs OR 181 14 $17,900.00 7/7/98 $83,050.00
8492605 5326 North Cecelia Street 02 179 1 $101,000.00 30
Portland 97203 6 10.275 100 $17,857.89 8/1/13 2 732
2657218 Nalty CA 181 14 $12,500.00 7/1/98 $276,000.00
18883 Mount Schelin Cirlce 01 179 1 $345,000.00 37
8470122
Fountain Valley 92708 6 10.9 84 $12,472.25 8/1/13 2 677
2657229 Shishido CA 181 14 $50,000.00 7/2/98 $79,686.00
8487431 590 Gularte Road 02 179 1 $290,000.00 32
45
Arroyo Grande 93420 6 9.5 $49,873.72 8/1/13 2 719
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2657370 Brodsky CA 182 09 $71,500.00 6/30/98 $572,000.00
8523441 3453 Consuelo Drive 01 179 1 $715,000.00 43
Calabasas 91302 7 90 $71,500.00 2 690
9.875 8/1/13
2657382 Sanchez CA 181 14 $27,200.00 5/28/98 $160,000.00
8467912 2749 West Tola Avenue 01 177 1 $208,000.00 31
Anaheim 92804 6 9.65 90 $26,995.06 6/1/13 2 738
2657401 Weigl NY 181 14 $18,250.00 7/8/98 $138,750.00
8474785 32A Brilner Drive 01 179 1 $185,000.00 41
Smithtown 11787 6 12.5 85 $18,215.16 8/1/13 2 625
2657402 Hepworth NY 181 14 $18,700.00 7/9/98 $149,600.00
8474744 2603 Mount Avenue 01 179 1 $187,000.00 41
Oceanside 11572 6 10.5 90 $18,656.91 8/1/13 2 752
2657407 Kwan CA 181 14 $36,200.00 5/21/98 $290,000.00
8454829 105 Kari Way 01 177 1 $362,500.00 40
Arcadia 91006 6 9.65 90 $35,927.27 6/1/13 2 742
2657408 Schmidt MI 180 14 $20,000.00 7/22/98 $109,682.00
8518771 36847 Alexis Court 02 178 1 $147,000.00 31
Sterling Heights 48312 6 89 $19,955.79 7/26/13 2 725
10.945
2657470 Williams CA 181 14 $59,000.00 7/7/98 $212,900.00
02
8520413 918 Windham Street 179 1 $287,000.00 37
Santa Cruz 95062 6 10.05 95 $58,858.30 8/1/13 2 727
2657484 Williams CA 181 04 $68,000.00 7/1/98 $544,000.00
8470775 1949 Jackson Street 01 179 1 $680,000.00 44
San Francisco 94109 6 10.2 90 $67,838.93 8/1/13 2 776
2657491 Ahluwalia CA 181 14 $19,450.00 5/28/98 $155,950.00
8467979 1227 Tony Stuitt Drive 01 177 1 $194,990.00 45
Tracy 95376 6 9.15 90 $19,296.73 6/1/13 2 721
2657507 Hamilton NM 181 14 $33,000.00 7/8/98 $165,000.00
8475600 14 Irish Road 01 179 1 $220,000.00 43
Ranchos De Taos 87557 6 11.09 90 $32,928.02 8/1/13 2 740
2657508 Taylor CA 181 14 $26,000.00 7/7/98 $208,000.00
8475683 1877 La Loma Road 01 179 1 $260,000.00 33
Pasadena 91105 7 9.55 90 $25,987.34 8/1/13 2 769
2657517 Miko NJ 181 14 $75,750.00 7/1/98 $378,750.00
11 Buttonwood Place 01 179 1 $505,000.00 39
8468324
Upper Saddle 07458 7 10.875 90 $73,011.36 8/1/13 2 682
2657541 Cross CA 181 14 $50,000.00 7/6/98 $463,000.00
8488983 686 South Arroyo Boulevard 02 179 1 $775,000.00 35
67
Pasadena 91105 7 11.225 $49,983.03 8/1/13 2 705
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2657543 Dest NC 180 09 $50,000.00 7/9/98 $238,495.00
8522047 5606 Silchester Lane 02 178 1 $305,000.00 35
Charlotte 28215 6 95 $49,788.51 2 651
12.8 7/13/13
2657545 Hayden WA 181 09 $34,400.00 6/26/98 $183,950.00
8477937 23045 Southeast 243rd 01 178 1 $229,950.00 38
Maple Valley 98038 7 10.75 95 $34,373.98 7/1/13 2 705
2657546 Tucker WA 181 14 $29,900.00 6/25/98 $239,960.00
8486987 7939 152nd Avenue 01 178 1 $299,950.00 38
Redmond 98052 7 11.25 90 $29,879.71 7/1/13 2 670
2657548 Clark CA 181 14 $33,500.00 7/6/98 $268,000.00
8479263 44 Mar Monte Avenue 01 179 1 $335,000.00 38
La Selva Beach 92507 7 9.75 90 $33,484.37 8/1/13 2 770
2657576 Pellicciarini CA 181 09 $61,000.00 6/23/98 $326,000.00
8488249 1644 Glider CT 01 178 1 $407,500.00 45
Thousand Oaks 91320 7 11.775 95 $60,963.12 7/1/13 2 701
2657615 Rivera CA 181 RFC01 $25,492.00 7/7/98 $135,960.00
8476608 1004 Sunbird Drive 01 179 1 $169,950.00 42
Watsonville 95076 7 95 $25,481.31 8/1/13 2 722
10.25
2657624 Wener CA 181 14 $40,000.00 5/28/98 $280,000.00
01
8455842 7166 East Columbus Drive 177 1 $375,000.00 46
Anaheim 92807 6 11.9 86 $39,642.03 6/1/13 2 641
2657625 Krueger CA 181 14 $51,450.00 7/7/98 $274,400.00
8478273 289 A A San Benancio Raod 01 179 1 $343,000.00 35
Salinas 93908 7 10.25 95 $51,424.47 8/1/13 2 734
2657644 Alvarez CA 61 14 $14,000.00 6/18/98 $60,109.00
8474504 910 Taber Avenue 02 58 1 $95,000.00 42
Yuba City 95991 4 9.75 79 $13,634.54 7/1/03 2 685
2657727 Lopez CA 181 14 $14,800.00 6/11/98 $167,200.00
8476731 5534 Murieta Street 01 178 1 $209,000.00 34
Ventura 93003 6 9.775 88 $14,646.41 7/1/13 2 718
2657748 Peek CA 181 14 $26,000.00 5/22/98 $209,000.00
8456345 288 Peutz Valley Road 01 177 1 $265,000.00 45
Alpine 91901 6 10.65 89 $25,769.11 6/1/13 2 694
2657751 Parker CA 181 14 $52,500.00 7/9/98 $280,000.00
805 Orchid Avenue 01 179 1 $350,000.00 45
8498362
Capitola 95010 7 10.125 95 $52,374.78 8/1/13 2 718
2657774 Scarlett CA 181 14 $21,450.00 6/17/98 $171,950.00
8473951 106 Clearview Drive 01 178 1 $214,950.00 36
90
Vallejo 94591 6 9.25 $21,338.72 7/1/13 2 764
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2657795 Braverman CA 182 14 $31,200.00 5/28/98 $156,000.00
8489841 1307 Marissa Court 01 178 1 $208,000.00 39
Rohnert Park 94928 6 90 $30,279.63 2 706
10.5 7/1/13
2657839 Wilson MD 181 14 $38,550.00 7/10/98 $205,600.00
8486201 3437 Huntsman Run Road 01 179 1 $257,000.00 37
Ellicott City 21042 7 10.25 95 $38,533.83 8/1/13 2 758
2657842 Pesicka WI 181 14 $50,200.00 6/15/98 $268,000.00
8478497 M132 Mann Road 01 178 1 $335,000.00 27
Marshfield 54449 7 10.5 95 $50,159.93 7/1/13 2 763
2657868 Moffit CA 181 04 $28,800.00 6/25/98 $115,200.00
8485286 3402 Ladrillo Aisle 01 178 1 $144,000.00 47
Irvine 92606 7 11.275 100 $28,780.57 7/1/13 2 727
2657908 Moureaux CA 181 14 $20,400.00 7/16/98 $108,800.00
8537698 8137 Canyon Oak Drive 01 179 1 $136,000.00 30
Citrus Heights 95610 7 11.93 95 $20,400.00 8/1/13 2 669
2657911 Chestelson CA 181 09 $10,000.00 6/16/98 $132,500.00
8470882 322 Lizabeth Common 01 178 1 $170,000.00 43
Santa Ana 92703 7 84 $9,991.58 7/1/13 2 757
10.25
2657916 Anstead CA 181 14 $35,000.00 6/30/98 $196,000.00
02
8477333 24261 AMURRO Drive 178 1 $246,000.00 48
MISSION VIEJO 92691 6 11.5 94 $34,852.39 7/6/13 2 742
2657941 Clawson CA 181 14 $16,500.00 6/26/98 $227,150.00
8474199 107 Meadow Road 01 178 1 $356,000.00 15
Santa Cruz 95060 7 9.845 69 $15,448.89 7/1/13 2 733
2657943 Coiffi NY 181 14 $17,500.00 7/2/98 $157,500.00
8529034 2071 Midland Drive 02 179 1 $175,000.00 30
Yorktown Heights 10598 7 11.52 100 $17,494.43 8/1/13 2 710
2657954 Busch CA 181 14 $24,750.00 7/6/98 $132,000.00
8485153 7813 Maynard 01 179 1 $165,000.00 30
West Hills 91304 7 10.7 95 $24,740.58 8/1/13 2 712
2657956 Barrett MD 181 14 $47,250.00 7/24/98 $252,000.00
8525685 10405 Hardwood Court 01 179 1 $315,000.00 33
Woodstock 21163 7 9.35 95 $47,226.02 8/1/13 2 725
2657957 Mosby CA 181 14 $60,000.00 6/8/98 $324,000.00
35065 Spender Court 02 178 1 $413,000.00 34
8481467
Fremont 94536 6 10.5 93 $59,722.31 7/1/13 2 691
2657964 Gray VA 181 09 $45,000.00 6/15/98 $240,000.00
8475295 5 Kingsley Court 01 178 1 $300,000.00 36
95
Stafford 22554 7 10.5 $44,964.06 7/1/13 2 780
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2657968 Paulson MN 121 14 $11,750.00 7/31/98 $94,000.00
8522682 3968 Orchid Lane 01 119 1 $117,500.00 32
Plymouth 55446 5 90 $11,690.97 2 773
9.5 8/1/08
2657977 Sadowsky CA 181 14 $55,350.00 7/8/98 $224,900.00
8522336 115 Cherry Blossom Drive 01 179 1 $295,000.00 40
San Jose 95123 6 11.6 95 $55,234.93 8/1/13 2 701
2657982 Mikan CA 181 14 $55,500.00 7/7/98 $196,500.00
8487084 2098 Hood Drive 02 179 1 $280,000.00 35
Woodland Hills 91362 6 10.9 90 $55,376.79 8/1/13 2 702
2657984 Casebeer CA 181 14 $40,000.00 7/7/98 $320,000.00
8496317 705 Carmel Avenue 01 179 1 $400,000.00 44
Seal Beach 90740 6 10.4 90 $39,896.67 8/1/13 2 761
2658010 Tirman CA 181 14 $27,200.00 7/8/98 $183,750.00
8496424 266 Nellie Court 02 179 1 $245,000.00 25
Newbury Park Area 91320 7 9.6 87 $27,186.90 8/1/13 2 734
2658020 Dapper CA 181 RFC01 $58,300.00 7/15/98 $311,200.00
8521734 43 Baypoint Drive 01 179 1 $389,000.00 39
San Rafael 94901 7 95 $58,275.55 8/1/13 2 684
10.25
2658027 Mussett TX 181 14 $37,950.00 6/23/98 $88,550.00
01
8486961 11505 Heathrow Drive 178 1 $126,500.00 49
Austin 78759 6 10 100 $37,766.10 7/1/13 2 698
2658047 Wolfe CA 181 14 $35,200.00 7/3/98 $281,600.00
8484362 17552 Berlark Circle 01 179 1 $352,000.00 45
Huntington Beach 92649 7 9.675 90 $35,183.31 8/1/13 2 733
2658048 Allen CA 181 04 $21,000.00 7/3/98 $168,000.00
8481970 16291 Countess Drive 02 179 1 $210,000.00 43
Huntington Beach 92649 7 10.175 90 $20,991.04 8/1/13 2 685
2658049 Loaiza CA 181 14 $29,350.00 7/8/98 $227,150.00
8476327 166 Malcolm 01 179 1 $285,000.00 45
Pasadena 91105 7 10.175 90 $29,337.48 8/1/13 2 695
2658050 Keeler CA 181 14 $11,000.00 7/9/98 $83,300.00
8493942 2888 Temperance Avenue 02 179 1 $107,000.00 31
Clovis 93611 6 11.625 89 $10,976.56 8/1/13 2 634
2658051 Van Eekhout CA 181 14 $25,900.00 7/7/98 $207,200.00
17353 Vintage Street 01 179 1 $259,000.00 35
8483737
(northridge Area) 91325 6 11.175 90 $25,843.95 8/1/13 2 659
2658052 Thomas WA 181 04 $25,000.00 7/7/98 $132,000.00
8516395 2024 NorthWest 57th Avenue 02 179 1 $180,000.00 40
88
Seattle 98107 6 11.1 $24,890.56 8/1/13 2 663
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658054 Cranmore CA 181 14 $32,400.00 7/9/98 $259,200.00
8484008 1620 South Corning Street 01 179 1 $324,000.00 30
Los Angeles 90035 7 90 $32,385.44 2 734
9.925 8/1/13
2658055 Dallas CA 181 14 $43,700.00 7/22/98 $349,600.00
8519308 4546 Noeline Avenue 01 179 1 $437,000.00 35
Encino Area Los 91436 6 10.175 90 $43,596.24 8/1/13 2 765
2658056 Liljenquist UT 121 14 $12,500.00 7/8/98 $0.00
8490948 2265 North 4100 West 02 119 1 $74,000.00 10
Corinne 84307 5 10 17 $12,404.17 8/1/08 1 635
2658066 Lopez CA 181 04 $37,000.00 7/8/98 $197,600.00
8501736 4314 Glencoe Avenue 01 179 1 $247,000.00 36
Marina Del Rey 90292 6 9.875 95 $36,909.70 8/1/13 2 768
2658077 Aiu CA 181 09 $90,700.00 6/17/98 $483,750.00
8484057 2654 Viewridge Drive 01 178 1 $604,697.00 43
Chino Hills 91709 7 10.125 95 $90,621.53 7/1/13 2 754
2658108 Ianni CA 181 14 $50,000.00 7/10/98 $220,000.00
8500720 681 East Peltier Road 02 179 1 $285,000.00 45
Acampo 95220 6 95 $49,890.55 8/1/13 2 732
11.05
2658131 McLaren WA 121 14 $11,300.00 5/22/98 $121,000.00
02
8466641 2219 State Street 117 1 $135,000.00 34
Everett 98201 5 10.6 98 $11,138.71 6/1/08 2 751
2658147 Peters CA 181 14 $19,950.00 7/2/98 $319,200.00
8523748 1051 South Bernardo Avenue 01 179 1 $400,000.00 42
Sunnyvale 94087 7 9.625 85 $19,940.44 8/1/13 2 743
2658157 Graham CA 181 14 $15,000.00 7/7/98 $153,477.00
8521833 29935 Los Nogales Road 02 179 1 $192,000.00 42
Temecula 92591 6 10.4 88 $14,965.12 8/1/13 2 736
2658160 Bae NJ 180 14 $60,000.00 7/8/98 $144,938.00
8480923 325 East Midland Avenue 02 178 1 $232,000.00 48
Paramus 07652 6 11.1 89 $59,869.27 7/13/13 2 682
2658188 Gepford ID 180 14 $30,000.00 7/8/98 $50,938.00
8479883 1104 North Garden Avenue 02 178 1 $101,500.00 40
Boise 83706 6 10.25 80 $29,585.97 7/13/13 2 682
2658202 Cohoon GA 181 09 $31,750.00 6/30/98 $158,850.00
115 Hillman Court 01 178 1 $211,818.00 28
8531386
Alpharetta 30022 7 9 90 $31,715.18 7/1/13 2 685
2658207 Leary CA 181 04 $30,000.00 7/15/98 $480,000.00
8517203 308 North Sycamore Avenue 01 179 1 $600,000.00 31
85
Los Angeles 90036 7 10.4 $29,987.82 8/1/13 2 750
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658212 Green ID 180 14 $30,000.00 7/9/98 $99,997.00
8478133 14143 Highway 44 02 178 1 $164,000.00 29
Caldwell 83605 6 80 $29,549.65 2 771
9.75 7/15/13
2658215 Odery FL 181 14 $26,500.00 7/6/98 $100,665.00
8517401 10270 SouthWest 37th 02 179 1 $135,000.00 45
Miami 33165 6 11.65 95 $26,437.27 8/1/13 2 702
2658231 Menne OR 181 14 $26,500.00 6/26/98 $212,000.00
8490443 2625 Arbor Drive 02 178 1 $265,000.00 38
West Linn 97068 6 9.5 90 $26,365.61 7/1/13 2 746
2658233 Gorak II MD 181 09 $37,800.00 7/30/98 $201,600.00
8530677 11220 Minstrel Tune Drive 01 179 1 $252,000.00 39
Germantown 20876 7 9.75 95 $37,800.00 8/1/13 2 774
2658234 Buckingham CO 181 14 $13,800.00 8/11/98 $110,400.00
8539421 6668 South Logan Street 01 180 1 $138,000.00 42
Littleton 80121 7 9.75 90 $13,800.00 9/1/13 2 782
2658236 Fleischer CA 181 04 $82,500.00 7/9/98 $660,000.00
8490302 325 Locust Street 01 179 1 $825,000.00 26
San Francisco 94118 7 90 $82,464.65 8/1/13 2 729
10.15
2658243 Cade CA 181 14 $39,900.00 6/10/98 $212,800.00
01
8522781 1380 Cypress Court 178 1 $266,000.00 43
Gilroy 95020 7 11 95 $39,871.41 7/1/13 2 764
2658255 Ishikawa CA 181 14 $34,000.00 7/8/98 $272,000.00
8495251 818 Monterey Road 01 179 1 $340,000.00 41
South Pasadena 91030 7 10.475 90 $33,999.90 8/1/13 2 764
2658262 Yupamake CA 181 14 $19,500.00 7/13/98 $104,000.00
8521593 18715 Covello Street 01 179 1 $130,000.00 41
Reseda 91335 7 10.475 95 $19,492.21 8/1/13 2 779
2658263 Doyle CA 181 14 $46,350.00 7/8/98 $247,200.00
8490260 8376 Kenyon Avenue 01 179 1 $309,000.00 38
Los Angeles 90045 7 10.2 95 $46,330.36 8/1/13 2 767
2658276 Sherman CA 181 04 $11,800.00 7/9/98 $94,400.00
8518987 527 East Elmwood Avenue 01 179 1 $118,000.00 33
Burbank 91510 7 9.85 90 $11,794.61 8/1/13 2 740
2658280 Savopoulos CA 181 14 $80,000.00 7/21/98 $470,000.00
28432 Via Pasito 02 179 1 $650,000.00 45
8521221
San Juan 92675 6 11.57 85 $79,833.21 8/1/13 2 701
2658288 Khan CA 181 14 $63,100.00 6/17/98 $336,350.00
8480352 1843 Fumia Place 01 178 1 $420,488.00 40
95
San Jose 95131 6 10.75 $62,814.63 7/1/13 2 712
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658311 Nguyen CA 181 14 $30,000.00 7/8/98 $363,000.00
8491755 3223 Cantada Court 01 179 1 $454,402.00 31
San Jose 95135 6 87 $29,746.87 2 733
9.875 8/1/13
2658312 Robertson CA 181 14 $29,200.00 7/8/98 $233,600.00
8520058 2345 Casa Grande 01 179 1 $292,000.00 38
Pasadena 91104 7 9.975 90 $29,187.01 8/1/13 2 758
2658392 Kidane CA 181 04 $40,100.00 7/8/98 $200,600.00
8479842 3608 West Estates Lane 01 179 1 $267,500.00 42
Palos Verdes 90274 7 10.85 90 $40,085.23 8/1/13 2 665
2658395 Ingles CA 181 14 $35,000.00 7/8/98 $340,000.00
8518953 2937 Sapra Street 01 179 1 $425,000.00 34
Thousand Oaks 91362 7 10.6 89 $34,986.39 8/1/13 2 650
2658400 Chandler MI 60 14 $20,000.00 7/21/98 $41,864.00
8497539 23790 Koths Street 02 58 1 $83,000.00 36
Taylor 48180 4 9.87 75 $19,740.50 7/26/03 2 716
2658425 Fernandez CA 121 14 $40,000.00 6/4/98 $198,500.00
8476947 4849 Tammy Court 01 118 1 $275,000.00 44
Union City 94587 5 87 $39,647.43 7/1/08 2 676
11.85
2658438 Lee OR 120 14 $13,000.00 7/9/98 $112,500.00
01
8484719 740 SW Willow Creek Dr 118 1 $150,000.00 35
Beaverton 97006 5 9.875 84 $12,748.45 7/20/08 2 758
2658441 Rockwood ID 180 14 $30,000.00 7/9/98 $26,814.00
8478257 319 Central Kings Road 02 178 1 $85,000.00 28
Nampa 83687 6 10 67 $29,927.01 7/27/13 2 716
2658444 Lomanto NJ 180 15 $24,400.00 7/10/98 $195,200.00
8476194 266 Saddle River Road 01 178 1 $244,000.00 47
Saddle Brook 07667 7 10.8 90 $24,381.74 7/10/13 2 724
2658460 Comas CA 181 14 $24,000.00 7/10/98 $195,000.00
8496903 3844 Keeshen Drive 02 179 1 $260,000.00 32
Los Angeles 90066 7 10.725 85 $23,990.92 8/1/13 2 697
2658464 Warner CA 181 14 $50,000.00 4/28/98 $165,900.00
8468563 3624 Royal Road 01 176 1 $260,000.00 44
Vista 92084 6 11.65 84 $49,388.92 5/1/13 2 642
2658466 Borja CA 182 14 $53,850.00 6/30/98 $287,200.00
1317 Crestwood Drive 01 179 1 $359,000.00 31
8493199
San Jose 95118 7 12.845 95 $53,826.42 8/1/13 2 677
2658469 Hamlin CA 182 14 $15,000.00 6/29/98 $304,000.00
8486060 1457 Redwood Drive 01 179 1 $380,000.00 42
84
Santa Cruz 95060 6 10.345 $14,964.94 8/1/13 2 737
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658472 Kirsh NY 181 16 $75,000.00 7/13/98 $225,000.00
8532095 640 Montgomery Street 02 179 1 $300,000.00 30
Brooklyn 11225 7 100 $75,000.00 2 757
10.5 8/1/13
2658474 McGowan CA 181 14 $30,000.00 5/29/98 $225,000.00
8462111 6910 East Lathrop Road 01 177 1 $300,000.00 40
Manteca 95336 6 10.15 85 $29,624.23 6/1/13 2 697
2658496 Stout CO 181 14 $31,600.00 7/10/98 $158,250.00
8479222 3143 Silverwood Drive 01 179 1 $211,000.00 44
Fort Collins 80525 7 9.5 90 $31,584.46 8/1/13 2 748
2658502 Magnone NJ 180 14 $20,600.00 7/10/98 $107,148.00
8489528 8 Sheffield Court 02 178 1 $134,500.00 44
Old Bridge 08857 6 12.6 95 $20,520.94 7/15/13 2 675
2658516 Costanzo NJ 181 14 $30,000.00 6/5/98 $113,602.00
8479420 205 Norman Way 02 178 1 $230,000.00 30
Paramus 07652 7 9.1 63 $29,967.78 7/1/13 2 706
2658518 Caciola CA 181 14 $10,250.00 7/10/98 $194,750.00
8498958 1613 Cabrillo Avenue 02 179 1 $205,000.00 36
Venice 90291 6 100 $10,227.72 8/1/13 2 756
11.125
2658527 Ourada CO 181 14 $31,800.00 7/16/98 $134,395.00
02
8491979 6223 South Jackson Street 179 1 $175,000.00 34
Littleton 80121 6 10.59 95 $31,727.34 8/1/13 2 748
2658528 Cummings WA 181 14 $97,500.00 7/9/98 $227,400.00
8486029 23207 SouthEast 135 Court 01 179 1 $325,000.00 37
Issaquah 98207 7 11.175 100 $97,407.97 8/1/13 2 695
2658529 Fernandez CA 181 14 $26,500.00 7/6/98 $212,000.00
8497190 4180 Vincente Street 01 179 1 $265,000.00 41
Fremont 94536 7 9.875 90 $26,437.95 8/1/13 2 756
2658530 Ling CA 181 RFC01 $36,000.00 6/23/98 $134,950.00
8497448 4861 Starflower Drive 01 178 1 $179,950.00 34
Martinez 94553 7 10.375 95 $35,830.67 7/1/13 2 785
2658536 Grove, IV CA 181 14 $33,600.00 6/5/98 $268,800.00
8489205 1515 Arbutus Drive 01 178 1 $336,000.00 41
Walnut Creek 94595 6 10.25 90 $33,440.86 7/1/13 2 763
2658702 Martin CA 181 14 $41,200.00 5/26/98 $220,000.00
9641 Warburton Drive 01 177 1 $275,000.00 39
8463309
Huntington Beach 92646 6 10.15 95 $40,903.36 6/1/13 2 758
2658707 Petrarca CA 181 14 $31,000.00 5/19/98 $227,000.00
8463424 1517 Shadow Knolls Lane 01 177 1 $330,000.00 42
79
El Cajon 92020 6 9.15 $30,191.89 6/1/13 2 746
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658749 Coleman CA 181 09 $35,900.00 6/4/98 $287,200.00
8477531 711 Carlston Avenue 01 178 1 $359,000.00 41
Oakland 94610 6 90 $35,385.31 2 768
9.75 7/1/13
2658795 Fredrick NJ 181 04 $23,800.00 7/27/98 $190,400.00
8522229 23 Dorchester Drive 01 179 1 $240,000.00 37
Basking Ridge 07920 6 10 90 $23,742.57 8/1/13 2 769
2658810 Movius CA 181 14 $100,000.00 7/10/98 $534,400.00
8495491 1804 Elm Avenue 01 179 1 $668,000.00 39
Manhattan Beach 90266 7 10.1 95 $99,956.70 8/1/13 2 798
2658837 Zerrer VA 181 09 $55,650.00 6/15/98 $296,800.00
8476111 1571 Old Eaton Lane 01 178 1 $371,000.00 20
Reston 20194 7 10.75 95 $55,607.89 7/1/13 2 687
2658843 Mandrell CA 181 14 $10,000.00 6/17/98 $292,000.00
8500035 1373 Cimarron Drive 01 178 1 $365,000.00 28
Santa Ynez 93460 6 10.12 83 $9,952.06 7/1/13 2 784
2658844 Uematsu CA 181 09 $10,000.00 7/10/98 $227,150.00
8520421 6 Sugarpine Drive 01 179 1 $320,000.00 25
Trabuco Canyon 92679 6 75 $9,855.64 8/1/13 2 784
9.05
2658853 Walker NJ 181 14 $17,000.00 6/11/98 $55,983.00
02
8478307 106 Sounds Avenue 178 1 $150,000.00 45
Sea Isle 08243 6 9.55 49 $16,914.16 7/1/13 2 692
2658860 Brown CA 181 04 $50,200.00 7/9/98 $268,000.00
8498776 4780-H La Villa Marina 01 179 1 $335,000.00 40
Marina Del Rey 90292 6 9.775 95 $50,076.36 8/1/13 2 742
2658863 Adragna CA 181 14 $20,250.00 6/19/98 $162,000.00
8480634 4009 Mellowood Drive 01 178 1 $202,500.00 28
Oakley 94561 6 12.625 90 $20,173.22 7/1/13 2 717
2658870 Blayney NM 181 14 $20,000.00 5/14/98 $40,733.00
8466732 1504 Dewey Lane 02 177 1 $111,000.00 35
Alamogordo 88310 6 9.825 55 $19,637.97 6/1/13 2 770
2658891 Avila CA 181 14 $21,750.00 7/9/98 $116,000.00
8519993 9692 West Cerritos Avenue 02 179 1 $145,000.00 40
Anaheim 92804 6 10.5 95 $21,699.89 8/1/13 2 713
2658918 Maiten CA 181 04 $10,000.00 6/26/98 $72,000.00
6275 Canoga Ave(woodland 01 178 1 $90,000.00 47
8471112
Los Angeles 91367 7 11.025 92 $9,992.88 7/1/13 2 716
2658924 White OR 181 14 $28,875.00 7/9/98 $462,000.00
8484925 15184 SouthWest 133rd 02 179 1 $577,500.00 34
85
Tigard 97224 7 10.3 $28,863.02 8/1/13 2 706
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658931 Putch CA 181 14 $34,750.00 7/8/98 $329,000.00
8524167 3972 Sunswept Drive 01 179 1 $485,000.00 43
Los Angeles 91604 7 75 $34,734.20 2 755
9.875 8/1/13
2658936 Kennedy CA 181 09 $56,250.00 7/14/98 $300,000.00
8525115 92 Nighthawk 01 179 1 $375,000.00 32
Irvine 92604 6 11.875 95 $56,136.06 8/1/13 2 656
2658944 Huibregste MA 181 14 $18,100.00 7/15/98 $145,200.00
8528333 121 Maple Avenue 01 179 1 $181,500.00 37
Shrewsbury 01545 7 9.475 90 $17,942.91 8/1/13 2 747
2658948 Flaxman CA 181 14 $38,000.00 7/10/98 $650,000.00
8516643 235 Eldridge Avenue 01 179 1 $860,000.00 44
Mill Valley 94941 6 9.675 80 $37,905.55 8/1/13 2 745
2658951 Tolentino CA 181 14 $19,500.00 5/14/98 $292,500.00
8466765 1842 Tersini Court 02 177 1 $390,000.00 44
San Jose 95131 6 10.45 80 $19,116.15 6/1/13 2 687
2658969 Currier CA 182 14 $64,000.00 6/30/98 $341,560.00
8492852 3210 Quail Lane 01 179 1 $426,975.00 45
Morgan Hill 95037 7 95 $63,971.08 8/1/13 2 682
9.9
2658973 Lee UT 181 14 $20,000.00 8/4/98 $83,473.00
02
8531733 481 South 725 East 180 1 $120,000.00 41
Layton 84041 6 11.59 87 $20,000.00 9/1/13 2 669
2658976 Cacacho CA 181 14 $51,500.00 7/13/98 $214,000.00
8524761 34512 Salinas Place 01 179 1 $295,000.00 39
Fremont 94555 7 10.625 90 $51,480.08 8/1/13 2 680
2658982 Lambertson CA 181 14 $15,000.00 7/16/98 $184,000.00
8497836 1604 North Fairview Street 02 179 1 $230,000.00 26
Burbank 91505 7 11.175 87 $14,994.85 8/1/13 2 656
2658985 Silver CA 181 14 $48,000.00 7/10/98 $192,000.00
8496838 5750 Saloma Avenue 02 179 1 $240,000.00 49
Van Nuys 91411 7 12.6 100 $47,904.00 8/1/13 2 715
2658986 Brizendine CA 181 14 $50,000.00 7/11/98 $262,000.00
8497265 2152 Beidgegate Court 02 179 1 $350,000.00 31
Thousand Oaks 91361 6 11.525 90 $49,895.32 8/1/13 2 643
2658987 Semmel OR 181 14 $30,000.00 7/15/98 $148,600.00
615 3rd Avenue SouthEast 02 179 1 $188,000.00 39
8517195
Albany 97321 7 13.6 95 $29,940.00 8/1/13 2 644
2658990 Sohl CA 181 14 $50,000.00 7/1/98 $683,050.00
8495475 362 Havana Avenue 02 179 1 $800,000.00 32
92
Long Beach 90814 6 12.5 $49,904.56 8/1/13 2 648
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2658993 Loehrlein CA 181 14 $18,875.00 6/10/98 $301,600.00
8490724 1720 Central Avenue 01 178 1 $377,500.00 42
Alameda 94501 6 85 $18,787.64 2 773
10.5 7/1/13
2658999 Hackett MA 181 14 $40,500.00 7/15/98 $324,000.00
8480972 75 Sherman Street 01 179 1 $405,000.00 42
Belmont 02178 7 9.475 90 $40,479.97 8/1/13 2 729
2659004 Forgay CA 181 14 $37,800.00 6/25/98 $302,400.00
8479800 8895 E. Cloudview Way 01 178 1 $378,000.00 31
Anaheim 92808 7 9.5 90 $37,762.65 7/1/13 2 693
2659005 Condron CA 181 14 $31,000.00 6/24/98 $248,000.00
8475485 177 Park Avenue 01 178 1 $310,000.00 34
Long Beach 90803 7 9.75 90 $30,967.26 7/1/13 2 737
2659006 Roth CA 181 14 $50,000.00 6/19/98 $340,000.00
8490609 27872 Wave Crest Lane 01 178 1 $425,000.00 48
Dana Point 92629 7 12.75 92 $49,975.67 7/1/13 2 650
2659043 Walker CO 181 14 $17,200.00 7/15/98 $92,408.00
8498743 700 Lilac Drive 02 179 1 $124,000.00 28
Windsor 80550 6 89 $17,163.18 8/1/13 2 662
11.29
2659044 Tillery NM 181 14 $35,000.00 7/14/98 $114,559.00
02
8488595 12020 Apache Avenue 179 1 $157,000.00 34
Albuquerque 87111 6 11.09 96 $34,923.67 8/1/13 2 693
2659094 Caito CA 181 14 $77,100.00 7/10/98 $413,600.00
8489098 2 Alincante 02 179 1 $530,000.00 32
Coto De Caza 92679 7 10.725 93 $77,070.81 8/1/13 2 702
2659111 Newman CA 181 14 $33,450.00 7/1/98 $167,250.00
8496879 427 Ann CT 01 179 1 $223,000.00 43
Livermore 94550 7 11.275 90 $33,438.77 8/1/13 2 680
2659113 Harding NM 181 14 $16,000.00 7/1/98 $75,753.00
8466484 17 Lost Trail RD 02 179 1 $99,000.00 26
Roswell 88201 6 10.525 93 $15,963.22 8/1/13 2 690
2659117 Nydell CO 181 14 $35,900.00 7/1/98 $175,000.00
8466229 630 20 RD 02 179 1 $222,000.00 40
Grand Junction 81503 7 12.275 95 $35,890.34 8/1/13 2 667
2659118 Risley CA 182 14 $15,000.00 6/29/98 $132,000.00
1212 S Birch ST 02 179 1 $165,000.00 41
8466237
Santa Ana 92707 6 10.775 90 $14,966.31 8/1/13 2 688
2659119 Sharp CO 181 14 $27,000.00 7/6/98 $108,000.00
8466385 10470 Inca ST 01 179 1 $135,000.00 45
100
Northglenn 80234 7 11.025 $26,990.42 8/1/13 2 721
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659126 Kerr NJ 181 14 $32,500.00 7/1/98 $91,000.00
8466039 359 Porchtown RD 02 179 1 $130,000.00 42
Franklin Township 08344 6 95 $32,424.43 2 690
10.4 8/1/13
2659128 Cayes CA 182 04 $45,800.00 6/30/98 $183,200.00
8475329 420 Milan DR 202 01 179 1 $229,000.00 28
San Jose 95134 7 11.525 100 $45,785.44 8/1/13 2 686
2659129 Mather CA 181 14 $39,000.00 7/2/98 $208,000.00
8465924 34422 Locke AVE 01 179 1 $260,000.00 45
Fremont 94555 7 10.775 95 $38,985.40 8/1/13 2 746
2659130 Kelly MI 121 14 $20,000.00 7/1/98 $39,256.00
8466005 7543 Cadillac 02 119 1 $60,000.00 38
Warren 48091 5 10.975 99 $19,907.70 8/1/08 2 715
2659144 Kapinos MA 181 14 $31,250.00 6/22/98 $213,750.00
8485344 18 Oakland Avenue 01 178 1 $285,000.00 32
Arlington 02174 7 8.875 86 $31,214.83 7/1/13 2 759
2659159 Burke III MA 181 14 $39,000.00 6/26/98 $312,000.00
8485351 21 Parsons Drive 01 178 1 $390,000.00 50
Swampscott 01907 7 90 $38,964.41 7/1/13 2 640
9.875
2659173 Agnew MA 181 15 $22,350.00 6/15/98 $119,200.00
01
8485377 27 Pine Street 178 1 $149,000.00 28
Pepperell 01463 7 9.825 95 $22,318.97 7/1/13 2 754
2659180 Smith WA 181 14 $26,000.00 7/13/98 $110,400.00
8490005 7705 East Casino Road 02 179 1 $138,000.00 48
Everett 98203 6 11.5 99 $25,945.44 8/1/13 2 706
2659186 Turowski MA 181 14 $20,000.00 6/16/98 $160,000.00
8485393 253 Mountain Avenue 01 178 1 $200,000.00 22
Revere 02151 7 8.875 90 $19,977.49 7/1/13 2 715
2659189 Smith Jr CA 182 14 $45,000.00 6/29/98 $360,000.00
8486037 276 Las Miradas Drive 01 179 1 $450,000.00 32
Los Gatos 95032 7 10.345 90 $44,981.51 8/1/13 2 755
2659210 Fields CA 181 14 $19,700.00 7/6/98 $157,600.00
8497174 31355 Hugh Way 01 179 1 $197,000.00 45
Hayward 94544 7 9.875 90 $19,512.11 8/1/13 2 734
2659217 Garcia CA 181 04 $26,845.00 3/19/98 $122,204.00
16180 Avenida Venusto 01 175 1 $157,000.00 44
8466401
San Diego 92128 6 10.5 95 $26,530.26 4/1/13 2 717
2659220 Muccilli MA 180 14 $28,950.00 6/5/98 $144,750.00
8485419 3402 Woodbridge Road 01 177 1 $193,000.00 31
90
Peabody 01960 7 9.625 $28,908.06 6/1/13 2 780
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659221 Polk CA 181 14 $90,000.00 4/27/98 $975,000.00
8466450 622 Mystic Way 02 176 1 $1,500,000.00 45
Laguna Beach 92651 6 71 $89,306.45 2 687
9.4 5/1/13
2659231 Moverman MA 181 14 $56,350.00 6/8/98 $227,150.00
8485427 99 Hay Meadow Road 01 178 1 $315,000.00 50
North Andover 01845 7 9 90 $56,288.22 7/1/13 2 754
2659234 Iberra-Garcia CO 181 14 $10,000.00 6/22/98 $78,750.00
8473571 980 Fremont Avenue 02 178 1 $105,000.00 44
Penrose 81240 6 10.5 85 $9,944.18 7/1/13 2 798
2659236 Kerber MA 180 14 $25,000.00 7/2/98 $188,750.00
8485435 45 Dawson Drive 01 178 1 $237,500.00 31
Sudbury 01776 7 9.625 90 $24,975.94 7/1/13 2 661
2659246 Rouhana MA 181 14 $40,000.00 6/25/98 $225,000.00
8485450 21 Westminster Avenue 01 178 1 $300,000.00 29
Arlington 02174 7 9 89 $39,956.14 7/1/13 2 762
2659249 Quinn CA 181 09 $46,000.00 6/18/98 $368,000.00
8479750 3381 Washington Court 01 178 1 $465,000.00 37
Alameda 94501 7 90 $45,944.68 7/1/13 2 671
10.5
2659251 Kuniega MA 181 14 $10,700.00 6/24/98 $227,150.00
01
8485468 50 Lost Pond Lake 178 1 $324,000.00 44
North Andover 01845 7 10.125 74 $10,690.74 7/1/13 2 757
2659263 Murphy CA 181 14 $36,000.00 7/10/98 $288,000.00
8534497 1312 Yosemite Avenue 01 179 1 $360,000.00 38
San Jose 95126 7 9.875 90 $35,983.64 8/1/13 2 772
2659265 Gonzalez CA 181 14 $43,000.00 7/13/98 $183,000.00
8497430 8160 Edmaru Avenue 02 179 1 $229,000.00 32
Whittier 90602 6 10.9 99 $42,785.30 8/1/13 2 722
2659266 Hitch CA 181 14 $21,000.00 7/13/98 $157,500.00
8529729 23203 Antler Drive 01 179 1 $210,000.00 44
Diamond Bar 91765 6 10.275 85 $20,950.59 8/1/13 2 708
2659269 Khoo MD 180 14 $102,500.00 5/21/98 $685,000.00
8476244 11 Chamaral Court 01 176 1 $1,000,000.00 44
Cockeysville Hunt 21030 6 8.5 79 $101,644.00 5/27/13 2 691
2659271 Emata CA 181 14 $74,900.00 7/10/98 $142,000.00
191 Callan Street 02 179 1 $241,000.00 26
8535015
Milpitas 95035 7 9.875 90 $74,620.54 8/1/13 2 775
2659273 White MA 240 14 $35,850.00 6/4/98 $179,250.00
8485476 65 Campmeeting Road 01 237 1 $239,000.00 27
90
Topsfield 01983 9 9.625 $35,700.15 6/1/18 2 764
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659282 North MI 180 14 $17,000.00 7/22/98 $26,566.00
8497729 1585 Foley 02 178 1 $85,000.00 15
Yosilanti 48198 6 52 $16,957.92 2 716
9.72 7/26/13
2659284 Meagher MI 120 14 $15,000.00 7/27/98 $74,711.00
8499733 8140 Emberly Drive 02 118 1 $120,000.00 20
Jenison 49428 5 10.17 75 $14,927.13 7/30/08 2 668
2659286 Tolentino CA 181 14 $33,000.00 6/16/98 $232,000.00
8497620 2551 Freeborn Street 01 178 1 $295,000.00 41
Duarte 91010 6 14.75 90 $32,820.15 7/1/13 2 682
2659287 Salgado CA 180 09 $57,500.00 6/2/98 $460,000.00
8473969 31562 Via Dulcinea 01 177 1 $575,000.00 48
San Juan 92675 7 11.325 90 $56,484.29 6/1/13 2 684
2659288 Maclellan MA 240 14 $20,000.00 7/3/98 $227,000.00
8485492 105 Granite Street 01 238 1 $337,000.00 47
Medfield 02052 9 9.5 74 $19,943.58 7/1/18 2 787
2659293 Bhattacharjee VA 181 09 $30,200.00 6/30/98 $241,600.00
8486755 14085 Eagle Chase Circle 01 178 1 $303,045.00 33
Chantilly 20151 7 90 $30,166.88 7/1/13 2 739
9
2659351 Towle CA 181 14 $38,100.00 6/9/98 $304,800.00
01
8485500 206 South Bayview Avenue 178 1 $381,000.00 24
Sunnyvale 94086 7 9 90 $38,058.22 7/1/13 2 725
2659360 Horn MI 180 14 $20,000.00 7/8/98 $40,062.86
8485831 33714 Somerset Street 02 178 1 $95,000.00 41
Westland 48186 6 9.07 64 $19,701.21 7/12/13 2 670
2659370 Kehner MA 181 04 $15,500.00 6/29/98 $116,250.00
8485534 121 Charles Street Unit 01 178 1 $155,000.00 28
Boston 02114 7 9.625 85 $15,485.08 7/1/13 2 796
2659382 Glaser CA 181 14 $45,500.00 6/19/98 $364,000.00
8481350 2715 West 233rd Street 01 178 1 $455,000.00 45
Torrance 90505 6 10.875 90 $45,296.59 7/1/13 2 776
2659389 Graves AL 121 14 $19,500.00 7/14/98 $167,000.00
8531444 5351 Jane Road 02 119 1 $190,000.00 38
Millbrook 36054 5 11.7 99 $19,303.01 8/1/08 2 756
2659398 Peterson AZ 181 14 $29,500.00 7/14/98 $217,500.00
1811 East Washington 02 179 1 $260,000.00 25
8521445
Gilbert 85234 7 10.35 95 $29,487.89 8/1/13 2 737
2659400 Buck CA 181 09 $36,150.00 6/19/98 $192,000.00
8479792 5475 Cerro Sur 01 178 1 $241,000.00 28
95
Richmond 94803 7 10.05 $36,118.22 7/1/13 2 758
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659402 Baird MA 180 14 $49,000.00 7/2/98 $392,000.00
8485559 70 Washington Street 01 178 1 $490,000.00 27
Sherborn 01770 7 90 $48,916.97 2 725
8.875 7/1/13
2659404 Fesko NJ 181 14 $35,000.00 7/2/98 $168,000.00
8468225 47 S Franklin Turnpike 02 179 1 $210,000.00 44
Ramsey 07446 6 10.9 97 $34,922.31 8/1/13 2 721
2659408 Wilson NV 181 14 $34,000.00 7/1/98 $267,000.00
8469793 525 Sable CIR 02 179 1 $335,000.00 45
Verdi 89439 6 10.9 90 $33,924.52 8/1/13 2 664
2659409 Stewart CA 182 14 $14,400.00 6/29/98 $96,000.00
8468621 2230 N AVE 02 179 1 $138,000.00 28
Chico 95926 6 9.525 80 $14,363.71 8/1/13 2 720
2659411 Litchfield FL 181 09 $20,000.00 7/8/98 $201,777.00
8468654 1164 South Egret Circle 01 179 1 $253,210.00 29
Jupiter 33458 6 9.275 88 $19,948.44 8/1/13 2 782
2659412 Padgett NC 180 14 $14,900.00 7/2/98 $59,600.00
8469934 723 W Graham ST 02 178 1 $74,500.00 41
Shelby 28150 7 100 $14,818.62 7/1/13 2 716
10.025
2659415 Richter WI 180 14 $15,600.00 7/2/98 $83,000.00
02
8468456 6323 60th AVE 178 1 $104,000.00 38
Kenosha 53142 6 10.775 95 $15,529.61 7/1/13 2 769
2659417 Suarez FL 181 14 $24,000.00 7/2/98 $216,000.00
8468514 3101 SouthWest 22nd Avenue 02 179 1 $240,000.00 29
Miami 33133 6 11.275 100 $23,948.56 8/1/13 2 725
2659420 Miller Jr CA 182 14 $25,000.00 6/29/98 $240,000.00
8468340 34 Los Alondras CT 02 179 1 $300,000.00 30
Novato 94947 6 12.525 89 $23,309.45 8/1/13 2 628
2659421 Mumford NJ 180 14 $50,000.00 7/2/98 $0.00
8468357 611 S Edgemere DR 02 178 1 $270,000.00 25
Ocean Township 07711 6 10.4 19 $49,766.46 7/1/13 1 792
2659423 Habr CA 181 14 $60,000.00 6/25/98 $320,000.00
8484784 2504 23rd ST 01 178 1 $400,000.00 45
Santa Monica 90405 6 10.4 95 $59,719.75 7/1/13 2 729
2659426 Olsen UT 181 14 $10,000.00 7/13/98 $120,450.00
1938 South 3200 West 02 179 1 $140,000.00 39
8481228
Young Ward 84339 6 10.5 94 $9,976.50 8/1/13 2 717
2659435 Goulding CA 181 14 $35,000.00 6/22/98 $170,000.00
8530792 15893 Egret Drive 02 178 1 $249,000.00 45
100
Tracy 95376 7 11.375 $34,862.89 7/1/13 2 673
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659436 Janis UT 181 04 $19,290.00 7/14/98 $102,890.00
8484065 282 West 960 South 01 179 1 $129,000.00 37
Provo 84601 7 95 $19,280.16 2 752
9.325 8/1/13
2659496 Sepulveda CA 181 15 $21,000.00 8/3/98 $290,600.00
8539181 1815- 1817 Oak Avenue 02 180 1 $390,000.00 39
Redwood City 94061 7 8.6 80 $20,987.53 9/1/13 2 717
2659499 Gonzalez CA 181 14 $10,000.00 7/15/98 $135,200.00
8521924 16173 Wedgeworth Drive 02 179 1 $169,000.00 35
Hacienda Heights 91745 6 10.025 86 $9,951.66 8/1/13 2 714
2659500 WOLF CA 181 09 $50,000.00 7/8/98 $284,000.00
8520595 1471 Cresthaven Lane 01 179 1 $355,000.00 28
San Jose 95118 7 10.65 95 $49,961.35 8/1/13 2 706
2659502 Reid FL 181 14 $17,600.00 7/8/98 $94,000.00
8497042 2117 SouthWest Larchmont 02 179 1 $117,500.00 44
Port St. Lucie 34984 6 13.15 95 $17,568.45 8/1/13 2 653
2659503 Phillips CA 181 14 $49,500.00 7/1/98 $264,000.00
8492910 1433 Bouret Drive 01 179 1 $330,000.00 41
San Jose 95118 7 95 $49,479.90 8/1/13 2 772
10.4
2659504 Morin CA 181 14 $33,000.00 7/2/98 $165,000.00
01
8496820 10261 Shoreham Court 179 1 $220,000.00 41
San Jose 95127 6 10.15 90 $32,921.47 8/1/13 2 692
2659505 Lim CA 181 14 $36,500.00 7/8/98 $292,000.00
8520645 1429 Inwood Court 01 179 1 $365,000.00 40
Campbell 95008 6 9.65 90 $36,409.07 8/1/13 2 696
2659506 Lilliston CA 181 14 $42,700.00 7/8/98 $228,000.00
8520819 848 Cedar Street 01 179 1 $285,000.00 41
Alameda 94501 6 10.65 95 $40,792.56 8/1/13 2 711
2659507 Grimsby CA 182 14 $100,000.00 6/29/98 $245,000.00
8519217 2390 Stanton Hill Road 01 179 1 $352,351.00 44
Castro Valley 94546 7 10.95 98 $99,662.50 8/1/13 2 733
2659508 Espil OR 181 14 $31,500.00 7/15/98 $107,455.00
8491151 1455 SouthWest 205th Place 02 179 1 $150,000.00 28
Aloha 97006 7 11.95 93 $31,490.89 8/1/13 2 665
2659509 Garcia CA 181 14 $16,700.00 7/6/98 $136,000.00
549 Cherokee Court 01 179 1 $170,000.00 36
8496614
Salinas 93906 6 10.15 90 $16,660.26 8/1/13 2 717
2659510 Cai CA 181 14 $37,500.00 7/8/98 $200,000.00
8541450 1872 Crinan Drive 01 179 1 $250,000.00 40
95
San Jose 95122 6 11.65 $37,149.70 8/1/13 2 763
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659512 Brooks UT 181 14 $16,500.00 7/8/98 $82,500.00
8496986 30 East Alpine Drive 02 179 1 $110,000.00 37
Pleasant Grove 84062 6 90 $16,465.05 2 651
11.4 8/1/13
2659521 Hinton CA 181 15 $46,000.00 7/15/98 $285,000.00
8526170 1245 And 1245 1/2 Appleton 02 179 1 $380,000.00 25
(Venice Area) Los 90291 6 9.4 88 $45,882.76 8/1/13 2 712
2659538 Melchor NM 181 RFC01 $37,700.00 7/13/98 $96,035.00
8492001 2928 Alamosa Drive 02 179 1 $150,000.00 45
Santa Fe 87505 6 12.59 90 $37,628.66 8/1/13 2 669
2659539 Howard UT 181 14 $24,400.00 7/14/98 $121,850.00
8488538 2066 Belford Place 02 179 1 $162,500.00 30
St. George 84790 6 12.34 90 $24,352.71 8/1/13 2 664
2659564 Foster NY 181 14 $50,000.00 7/16/98 $450,000.00
8534042 9 Club Street 02 179 1 $800,000.00 38
Remsenburg 11960 7 9.95 63 $50,000.00 8/1/13 2 726
2659568 Augustine KS 181 14 $16,900.00 6/24/98 $66,124.00
8478828 3005 North Malloy Street 02 178 1 $88,500.00 36
Hutchinson 67502 6 94 $16,819.94 7/1/13 2 730
10.25
2659584 Albanese NJ 181 14 $30,000.00 8/3/98 $96,356.00
02
8538225 131 Clubhouse Road 180 1 $160,000.00 42
Brick 08723 6 8.875 79 $30,000.00 9/1/13 2 741
2659628 Cutter CA 181 14 $49,050.00 5/21/98 $261,600.00
8483224 1454 Inwood Court 01 177 1 $327,000.00 38
Campbell 95008 7 10.25 95 $48,986.37 6/1/13 2 724
2659629 Nice CA 181 09 $33,450.00 4/1/98 $267,850.00
8483232 218 South Laural Avenue 01 176 1 $334,820.00 27
Brea 92821 7 10 90 $33,238.79 5/1/13 2 746
2659630 Bradley CA 181 14 $63,500.00 5/12/98 $250,000.00
8483240 2640 Janin Way 01 177 1 $330,000.00 41
Solvang 93463 7 10 95 $63,415.02 6/1/13 2 667
2659631 Johnson CA 181 14 $24,000.00 4/10/98 $165,000.00
8483257 2437 Acton Street 01 176 1 $215,000.00 29
Berkeley 94702 7 9.5 88 $23,940.01 5/1/13 2 710
2659632 Thompson GA 181 14 $17,900.00 4/15/98 $95,600.00
160 Bainbridge Trail 01 176 1 $119,500.00 40
8483265
Roswell 30076 7 10.5 95 $17,668.53 5/1/13 2 711
2659633 Dhillon CA 181 14 $17,000.00 4/14/98 $227,150.00
8483273 507 Giles Way 01 176 1 $305,000.00 31
81
San Jose 95136 7 10.75 $16,327.78 5/1/13 2 702
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659634 Camrud GA 180 09 $50,200.00 5/1/98 $432,000.00
8483281 8290 Grogans Ferry Road 01 176 1 $540,000.00 29
Atlanta 30350 7 90 $49,498.39 2 743
9.75 5/1/13
2659635 Salas CA 181 14 $43,700.00 5/21/98 $233,000.00
8483307 1312 Mokelumne Drive 01 177 1 $291,471.00 42
Antioch 94509 7 10.5 95 $43,647.45 6/1/13 2 769
2659636 Patti CA 181 14 $41,750.00 4/2/98 $170,587.00
8483059 4705 Curvado Circle 02 176 1 $225,000.00 38
Atascadero 93422 6 11.5 95 $41,381.83 5/1/13 2 694
2659637 Persaud CA 181 14 $84,750.00 4/24/98 $452,000.00
8483315 3123 Dona Susana Drive 01 176 1 $565,000.00 44
Studio City Area 91604 7 10.75 95 $84,620.62 5/1/13 2 707
2659638 Seeger CA 181 14 $150,000.00 5/26/98 $1,000,000.0
8483323 16671 Ashley Oaks 01 177 1 $1,450,000.00 24
Encino 91436 7 9.25 80 $149,764.92 6/1/13 2 707
2659639 Foy GA 181 09 $15,000.00 5/8/98 $144,800.00
8483331 7415 Tadworth Trace 01 177 1 $181,000.00 33
Cumming 30131 7 89 $14,013.37 6/1/13 2 677
12.75
2659642 Smits CA 181 14 $40,700.00 5/27/98 $217,100.00
01
8483364 1336 Oak Crest Way 177 1 $271,398.00 41
Antioch 94509 7 10 95 $40,645.55 6/1/13 2 736
2659644 Morrow CA 181 14 $89,000.00 5/15/98 $230,774.00
8483380 1649 Florida Street 02 177 1 $320,000.00 21
San Francisco 94110 7 12 100 $88,797.31 6/1/13 2 720
2659645 Filippi GA 181 09 $28,500.00 5/15/98 $152,200.00
8483398 225 Ascalon Court 01 177 1 $189,520.00 38
Alpharetta 30022 7 12.5 96 $28,477.89 6/1/13 2 649
2659646 Page CA 181 14 $36,250.00 4/1/98 $198,750.00
8483406 372 Mount Washington Way 01 176 1 $265,000.00 28
Clayton 94517 7 10.75 89 $35,564.94 5/1/13 2 705
2659647 Basso NV 181 14 $39,900.00 4/10/98 $319,200.00
8483414 902 Jennifer Street 01 176 1 $399,000.00 19
Incline Village 89451 7 9.875 90 $39,845.16 5/1/13 2 732
2659648 Lecompte AZ 181 09 $22,500.00 5/28/98 $112,500.00
1510 North Rancho Pueblo 01 177 1 $150,000.00 18
8483422
Tucson 85712 7 11 90 $22,475.72 6/1/13 2 751
2659649 Suwannath CA 181 04 $45,000.00 5/5/98 $240,000.00
8483430 441 North Oakhurst Drive 01 177 1 $300,000.00 40
95
Beverly Hills 90210 7 10.5 $44,945.89 6/1/13 2 761
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659652 Stoklosa CA 181 04 $19,900.00 4/20/98 $106,300.00
8483455 9005 Alcosta Blvd Unit/Apt 01 176 1 $132,900.00 38
San Ramon 94583 7 95 $19,795.14 2 687
10.5 5/1/13
2659710 Houdek CA 181 14 $42,500.00 6/26/98 $149,772.00
8470759 7013 Via Padilla 02 178 1 $380,000.00 38
Carlsbad 92009 7 9.2 51 $42,455.27 7/1/13 2 675
2659745 Lambdin CA 181 09 $19,700.00 7/6/98 $157,600.00
8469447 4304 Annandale DR 01 179 1 $197,000.00 45
Stockton 95219 6 12.525 90 $19,486.87 8/1/13 2 632
2659746 Larson CA 181 14 $54,750.00 7/1/98 $292,000.00
8469686 14245 Marianopolis WAY 02 179 1 $365,000.00 46
San Diego 92129 6 11.9 95 $54,639.37 8/1/13 2 670
2659747 McLamore TX 181 15 $20,400.00 7/9/98 $81,600.00
8469496 12706 Old San Antonio RD 01 179 1 $102,000.00 45
Manchaca 78652 6 9.99 100 $20,350.74 8/1/13 2 719
2659748 Larijani OK 181 14 $44,100.00 7/9/98 $235,200.00
8469595 6724 E 106th PL 01 179 1 $294,000.00 49
Tulsa 74133 6 95 $44,009.82 8/1/13 2 643
11.775
2659750 Dickerson I I I CA 181 14 $70,200.00 7/1/98 $374,400.00
01
8469611 3417 Wade ST 179 1 $468,000.00 31
Los Angeles 90066 6 10.775 95 $70,042.34 8/1/13 2 759
2659751 Martin CA 181 RFC01 $36,000.00 7/1/98 $144,000.00
8469413 2213 Oak Creek LN 01 179 1 $180,000.00 28
Hayward 94541 6 10.525 100 $35,232.48 8/1/13 2 768
2659752 Morgan CA 181 14 $46,800.00 7/2/98 $249,650.00
8469421 4067 Pier Point 01 179 1 $312,115.00 41
Byron 94514 7 10.275 95 $46,780.48 8/1/13 2 723
2659760 Flanders CA 181 09 $66,000.00 7/2/98 $528,000.00
8469306 12317 Figtree ST 01 179 1 $660,000.00 45
San Diego 92131 7 10.275 90 $65,972.48 8/1/13 2 723
2659775 Roberts AL 181 14 $52,000.00 7/16/98 $78,000.00
8487456 215 Pin Oak Drive 02 179 1 $140,000.00 29
Madison 35758 6 11.7 93 $51,784.78 8/1/13 2 710
2659799 Madden CO 181 09 $36,610.00 7/27/98 $295,850.00
326 Thorn Apple Way 01 179 1 $370,000.00 38
8524019
Castle Rock 80104 7 9.5 90 $36,591.99 8/1/13 2 768
2659800 Hartman CA 181 14 $28,400.00 7/17/98 $227,150.00
8529232 3131 Druid Lane 01 179 1 $284,000.00 23
90
Los Alamitos 90720 6 9.9 $28,400.00 8/1/13 2 787
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659818 Chimento CA 181 14 $28,075.00 7/9/98 $224,600.00
8484842 426 Paris Street 01 179 1 $280,750.00 47
San Francisco 94112 7 90 $28,063.85 2 749
10.5 8/1/13
2659821 Hagan CA 181 14 $30,500.00 6/17/98 $244,000.00
8479693 194 La Mesa Avenue 01 178 1 $305,000.00 43
Encinitas 92024 7 11.5 90 $30,078.49 7/1/13 2 653
2659839 Ashcraft CA 181 14 $37,500.00 7/16/98 $200,000.00
8497653 4706 Santa Lucia Drive 02 179 1 $250,000.00 43
Woodland Hills 91364 7 10.85 95 $37,412.84 8/1/13 2 702
2659840 Schweitzer CA 181 14 $40,500.00 7/14/98 $216,000.00
8530842 12528 Albers Street 01 179 1 $270,000.00 22
Los Angeles 91607 7 10.125 95 $40,482.55 8/1/13 2 742
2659846 Azbill VA 181 14 $45,150.00 7/16/98 $240,800.00
8492308 16935 Ketoctin Church Road 01 179 1 $311,000.00 41
Purcellville 20132 7 10.875 92 $190.95 8/1/13 2 751
2659859 Heath CA 181 09 $33,250.00 7/13/98 $266,200.00
8523912 200 Melissa Circle 01 179 1 $332,757.00 39
Daly City 94014 7 90 $33,236.34 8/1/13 2 749
10.345
2659861 Man CA 181 09 $57,300.00 7/6/98 $458,400.00
01
8497935 7606 Carmenita Lane 179 1 $573,000.00 31
Los Angeles 91304 6 10.25 90 $57,164.90 8/1/13 2 729
2659864 Browne NJ 182 14 $30,000.00 6/30/98 $162,400.00
8483877 35 Campbell Street 02 179 1 $220,000.00 45
Waldwick 07463 7 11 88 $29,775.00 8/1/13 2 643
2659867 Marti CA 181 14 $62,700.00 7/16/98 $146,300.00
8493082 803 North Muirfield Avenue 01 179 1 $209,000.00 38
Simi Valley 93065 6 11.175 100 $62,564.33 8/1/13 2 689
2659871 Umana CA 181 14 $10,700.00 6/19/98 $171,200.00
8488470 956 Adelante Avenue 01 178 1 $214,000.00 38
Los Angeles 90042 6 10.25 85 $10,649.32 7/1/13 2 756
2659877 Brown CA 121 14 $23,800.00 7/2/98 $127,200.00
8487530 11920 Avenida Marcella 02 119 1 $159,000.00 35
El Cajon 92019 5 11.05 95 $23,669.16 8/1/08 2 737
2659878 Jones CA 181 04 $28,400.00 7/8/98 $151,750.00
508-B Bannister Way 01 179 1 $189,700.00 32
8487555
Simi Valley 93065 7 10.75 95 $28,384.42 8/1/13 2 689
2659879 Jones CA 181 04 $36,750.00 7/16/98 $294,000.00
8493793 470 Corbett Avenue 01 179 1 $367,500.00 32
90
San Francisco 94114 7 10.4 $36,735.08 8/1/13 2 760
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2659880 Legault CA 181 14 $35,200.00 7/8/98 $281,600.00
8523573 4071 Blacow Street 01 179 1 $352,000.00 35
Pleasanton 94566 7 90 $35,183.57 2 737
9.75 8/1/13
2659907 Bennett ID 181 14 $30,000.00 7/17/98 $122,863.00
8492076 366 West Bloomington Drive 02 179 1 $171,500.00 40
Meridian 83642 6 10.59 90 $29,931.45 8/1/13 2 697
2659915 Manu VA 181 09 $31,000.00 6/26/98 $248,000.00
8540353 12825 Piney Point Place 01 178 1 $310,000.00 24
Herndon 20170 6 8.25 90 $30,824.14 7/1/13 2 737
2659953 Begnell CA 181 09 $41,200.00 7/20/98 $220,000.00
8501793 2927 Bonanza 01 179 1 $275,000.00 43
San Clemente 92673 7 11.5 95 $41,200.00 8/1/13 2 680
2659974 Safai GA 181 04 $36,400.00 7/22/98 $40,000.00
8521742 22 Lake Edge Drive 02 179 1 $80,500.00 25
Smyrna 30080 7 12.82 95 $36,391.33 8/1/13 2 646
2659991 Lovato NM 181 14 $38,000.00 7/6/98 $149,772.00
8470973 1929 Robertson Sw RD 02 179 1 $214,000.00 22
Albuquerque 87105 6 88 $37,908.53 8/1/13 2 744
10.025
2659992 Angell CA 181 09 $54,000.00 7/7/98 $126,000.00
01
8470981 2237 Indian Wells CT 179 1 $180,000.00 47
Sacramento 95833 7 10.9 100 $53,980.32 8/1/13 2 721
2659993 Gorny IN 181 14 $37,200.00 7/6/98 $86,800.00
8470999 1310 Darien Court 02 179 1 $124,000.00 33
Mishawaka 46544 6 11.775 100 $37,115.03 8/1/13 2 686
2659994 Lee, Jr AL 181 14 $11,000.00 7/6/98 $113,900.00
8471013 104 Hornet CT 02 179 1 $134,000.00 43
Madison 35758 6 11.275 94 $10,976.42 8/1/13 2 708
2659995 Donnelly NJ 181 04 $10,000.00 7/10/98 $66,000.00
8482671 174 Penn CT 01 179 1 $85,111.00 41
Old Bridge 07747 6 10.025 90 $9,975.93 8/1/13 2 760
2659996 Richards CA 181 14 $44,200.00 7/8/98 $176,800.00
8475154 9674 Saluda (tujunga Area) 01 179 1 $221,000.00 48
Los Angeles 91042 7 10.4 100 $44,182.06 8/1/13 2 731
2659997 Kulpa FL 181 14 $20,000.00 7/6/98 $44,530.00
111 Beechwood LN 02 179 1 $70,000.00 35
8470866
Palm Coast 32137 6 10.025 93 $19,851.85 8/1/13 2 729
2659999 Naranjo CO 181 14 $35,800.00 7/6/98 $143,200.00
8470916 2701 Zenobia ST 02 179 1 $179,000.00 41
100
Denver 80212 7 10.65 $35,786.22 8/1/13 2 717
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660000 Pio FL 181 14 $50,000.00 7/6/98 $273,851.00
8470924 6050 SW 55th PL 02 179 1 $375,000.00 38
Davie 33314 7 87 $49,979.69 2 650
10.4 8/1/13
2660001 Almog CA 181 14 $34,200.00 7/1/98 $216,974.00
8470940 46 Basswood AVE 02 179 1 $335,000.00 36
Agoura 91301 7 10.525 75 $34,186.48 8/1/13 2 690
2660002 Garcia Jr CA 182 14 $43,400.00 6/30/98 $173,600.00
8470767 662 Shelley ST 01 179 1 $217,000.00 40
Livermore 94550 7 11.525 100 $43,386.21 8/1/13 2 720
2660004 Carballo FL 181 14 $24,650.00 7/6/98 $111,200.00
8475147 5143 Sw 142nd Pl 02 179 1 $143,000.00 37
Miami 33175 6 11.275 95 $24,597.17 8/1/13 2 714
2660005 Ryzen CA 182 14 $61,500.00 6/30/98 $290,000.00
8470809 712 Arroyo Leon DR 02 179 1 $370,000.00 43
Half Moon Bay 94019 7 11.025 95 $61,478.19 8/1/13 2 712
2660006 Morgan CA 182 14 $35,000.00 6/29/98 $224,337.00
8470825 640 Lemon Hill Terrace 02 179 1 $285,000.00 27
Fullerton 92832 6 91 $34,915.75 8/1/13 2 715
10.025
2660007 Gifford CA 181 14 $27,000.00 7/2/98 $149,600.00
02
8470783 4421 Steele ST 179 1 $187,000.00 49
Oakland 94619 7 10.275 95 $26,931.19 8/1/13 2 711
2660008 Ohab CA 182 09 $20,475.00 6/30/98 $102,375.00
8470684 13002 Mew CIR 01 179 1 $136,500.00 26
Corona 91719 6 9.775 90 $20,424.57 8/1/13 2 769
2660017 Dreyer PA 181 14 $39,000.00 6/29/98 $208,000.00
8470627 160 Clearview Avenue 01 178 1 $260,000.00 21
Huntingdon Valley 19006 6 10.75 95 $38,823.62 7/1/13 2 688
2660018 D'Lugos VA 181 14 $38,250.00 6/29/98 $204,000.00
8470650 1311 Caroline Street 01 178 1 $255,000.00 20
Fredericksburg 22401 7 10.125 95 $38,216.91 7/1/13 2 789
2660032 Dill CA 181 14 $39,000.00 7/6/98 $218,000.00
8485740 21075 Paseo Vereda 02 179 1 $275,000.00 37
Lake Forest 92630 6 10.8 94 $38,912.61 8/1/13 2 700
2660033 Korns CA 181 14 $44,250.00 7/17/98 $236,000.00
1656 Gaywood Drive 01 179 1 $295,000.00 47
8496721
Altadena 91001 7 10.675 95 $44,233.06 8/1/13 2 725
2660048 Kerns CA 181 14 $62,000.00 6/24/98 $227,150.00
8490633 1367 Santa Fe Drive 01 178 1 $350,000.00 43
83
San Jose 95118 6 10.5 $61,713.05 7/1/13 2 685
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660054 Scherck CA 181 04 $28,000.00 7/13/98 $224,000.00
8519373 240 Bay Vista Circle 01 179 1 $280,000.00 28
Sausalito 94965 7 90 $28,000.00 2 649
11.5 8/1/13
2660061 Hopkins CA 181 14 $14,000.00 7/13/98 $176,000.00
8521437 1625 Eighteenth Street 01 179 1 $220,000.00 44
Los Osos 93402 6 9.875 87 $13,965.83 8/1/13 2 752
2660068 Miller MD 181 14 $22,500.00 6/15/98 $191,250.00
8471484 7 Emerson Road 01 178 1 $225,000.00 35
Severna Park 21146 7 9.85 95 $22,479.35 7/1/13 2 715
2660073 Gunnell UT 61 14 $16,200.00 7/16/98 $77,308.00
8488082 785 Park Drive 02 59 1 $104,000.00 25
Hyrum 84319 4 10 90 $15,895.00 8/1/03 2 709
2660092 Fisher MD 181 RFC01 $14,900.00 6/30/98 $126,950.00
8474025 1429 Anna Marie Court 01 178 1 $152,000.00 40
Annapolis 21401 7 9.25 94 $14,884.48 7/1/13 2 755
2660097 Blocker III MD 181 09 $27,350.00 6/26/98 $232,850.00
8473928 10204 Waterwell Way 01 178 1 $273,975.00 27
Laurel 20708 7 95 $27,324.38 7/1/13 2 717
9.75
2660098 Gatzke CA 181 14 $50,500.00 7/9/98 $269,600.00
01
8542086 15107 Joanne Avenue 179 1 $337,000.00 39
San Jose 95127 7 10.92 95 $50,481.68 8/1/13 2 709
2660100 Walmsley VA 181 09 $33,650.00 6/26/98 $179,600.00
8482606 11721 Old Bayberry Lane 01 178 1 $224,500.00 30
Reston 22094 6 9.5 95 $33,479.36 7/1/13 2 749
2660103 Patterson CA 181 14 $26,200.00 6/22/98 $88,800.00
8471567 1028 South Pleasant Avenue 02 178 1 $115,000.00 40
Lodi 95240 6 11.49 100 $26,089.40 7/1/13 2 683
2660106 Grix CA 181 14 $37,500.00 7/21/98 $200,000.00
8522062 3940 United Road 01 179 1 $250,000.00 29
Agoura Hills 91301 7 12.35 95 $36,125.71 8/1/13 2 643
2660113 Lander MD 181 14 $23,450.00 6/26/98 $199,650.00
8473621 11214 Peartree Way 01 178 1 $234,900.00 28
Columbia 21044 6 9.87 95 $23,392.74 7/1/13 2 755
2660115 Mazaris VA 181 14 $67,350.00 6/24/98 $359,200.00
47284 Grandview Place 01 178 1 $449,000.00 38
8482192
Sterling 20165 7 11.25 95 $67,281.13 7/1/13 2 626
2660116 Schmidt MD 181 14 $14,500.00 6/26/98 $123,250.00
8473332 4008 Logan Court 01 178 1 $145,000.00 31
95
Pasadena 21122 7 9.25 $14,384.52 7/1/13 2 724
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660255 Walker DC 181 04 $27,100.00 6/29/98 $216,900.00
8478737 1&2 Logan Circle NorthWest 01 178 1 $271,165.00 20
Washington 20005 6 90 $26,957.81 2 772
9.125 7/1/13
2660262 Grane VA 181 16 $23,700.00 6/29/98 $126,400.00
8479156 918 Second Street 01 178 1 $158,000.00 29
Alexandria 22314 6 10 95 $23,585.16 7/1/13 2 742
2660264 Hashimoto CA 181 14 $52,500.00 6/23/98 $280,000.00
8473712 6622 Woodbridge Road East 01 178 1 $350,000.00 29
Acampo 95220 6 10.8 95 $52,263.66 7/1/13 2 779
2660268 Carnegie CA 181 14 $44,300.00 6/25/98 $354,300.00
8490757 4249 Candleberry Avenue 01 178 1 $442,900.00 33
Seal Beach 90740 6 10.5 90 $44,094.95 7/1/13 2 672
2660269 Wagner MD 181 14 $28,200.00 6/26/98 $150,400.00
8481848 6807 Woodland Avenue 01 178 1 $188,000.00 20
Takoma Park 20912 7 9.75 95 $28,173.59 7/1/13 2 756
2660273 Lee LA 181 14 $14,250.00 6/30/98 $76,000.00
8474074 25680 Juban Road 01 178 1 $95,000.00 34
Denham Springs 70726 6 95 $14,183.42 7/1/13 2 694
10.625
2660275 Eskelson MD 181 14 $97,350.00 6/30/98 $519,200.00
01
8478703 4011 Glenridge Street 178 1 $649,000.00 42
Kensington 20895 7 9.125 95 $97,236.54 7/1/13 2 694
2660285 Gilles MD 181 14 $53,250.00 6/26/98 $284,000.00
8473878 15618 Blackberry Drive 01 178 1 $355,000.00 27
North Potomac 20878 7 10.5 95 $53,107.49 7/1/13 2 766
2660287 Hansen VA 181 14 $200,000.00 5/15/98 $650,000.00
8479198 2254 Winchester Road 01 177 1 $1,700,000.00 24
Delaplane 20144 7 9.75 50 $199,717.79 6/1/13 2 685
2660289 Martinelli CA 181 14 $31,200.00 6/13/98 $166,850.00
8474363 1605 Peninsula Court 01 178 1 $208,601.00 41
Rocklin 95765 6 10.675 95 $31,057.91 7/1/13 2 772
2660290 Brandt MO 181 14 $17,750.00 7/24/98 $52,955.24
8527863 5112 State Road A 02 179 1 $71,000.00 41
Washington 63090 6 10.97 100 $17,750.00 8/1/13 2 711
2660291 Hensley MD 180 09 $64,800.00 6/5/98 $345,600.00
110 Treehaven Street 01 177 1 $432,000.00 45
8479214
Gaithersburg 20878 7 9.25 95 $64,698.45 6/1/13 2 735
2660292 Bernard VA 180 04 $17,250.00 6/3/98 $92,000.00
8478794 7621 Provinical Drive 01 177 1 $115,000.00 36
95
McLean 22102 7 9.875 $17,226.29 6/1/13 2 714
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660293 Shvadskiy MD 181 14 $26,700.00 6/25/98 $226,950.00
8473910 6420 Empty Song Road 01 178 1 $268,000.00 26
Columbia 21044 7 95 $26,477.20 2 704
10.37 7/1/13
2660294 Champagne DC 181 16 $35,250.00 6/30/98 $188,000.00
8478687 1342 T Street NorthWest 01 178 1 $235,000.00 40
Washington 20009 7 9.75 95 $35,216.98 7/1/13 2 696
2660296 Hurwitz VA 181 09 $46,350.00 6/29/98 $247,350.00
8495426 1328 Murray Downs Way 01 178 1 $309,210.00 41
Reston 20194 7 9.75 95 $46,306.57 7/1/13 2 751
2660353 Kupke MD 180 14 $79,650.00 6/2/98 $424,800.00
8479172 26 Grey Pebble Court 01 177 1 $531,000.00 12
Darnestown 20874 7 9.125 95 $79,521.86 6/1/13 2 691
2660354 Valencia CA 181 14 $15,000.00 7/17/98 $120,000.00
8538043 17235 Bivens Place 01 179 1 $150,000.00 28
Grass Valley 95949 7 10.875 90 $14,771.83 8/1/13 2 666
2660357 Cheng CA 181 14 $43,950.00 7/6/98 $351,800.00
8474207 3721 Benton ST 01 179 1 $439,750.00 43
Santa Clara 95051 7 90 $43,931.67 8/1/13 2 785
10.275
2660360 Pentecost VA 181 16 $79,000.00 7/8/98 $238,042.00
02
8475220 323 N Saint Asaph ST 179 1 $335,000.00 37
Alexandria 22314 6 10.775 95 $78,822.57 8/1/13 2 739
2660361 Olarte CA 181 14 $21,750.00 7/6/98 $116,000.00
8475238 141 Coloma WAY 02 179 1 $145,000.00 37
Vallejo 94589 6 10.025 95 $21,750.00 8/1/13 2 757
2660362 Williams NJ 181 14 $91,500.00 7/13/98 $213,500.00
8475253 60 Navesink DR 01 179 1 $305,000.00 44
Monmouth Beach 07750 7 11.65 100 $91,471.71 8/1/13 2 740
2660363 Hall CA 181 14 $37,500.00 7/6/98 $200,000.00
8475014 1488 Arlington RD 01 179 1 $250,000.00 38
Livermore 94550 7 10.4 95 $37,484.76 8/1/13 2 761
2660364 Hanson Jr. PA 181 14 $11,900.00 7/8/98 $100,900.00
8475055 R R 4 Box 4870 02 179 1 $118,800.00 51
East Stroudsburg 18301 6 11.775 95 $11,875.67 8/1/13 2 674
2660365 Kingry WA 181 14 $114,000.00 7/8/98 $456,000.00
21822 210th South AVE 02 179 1 $570,000.00 45
8475287
Maple Valley 98038 7 11.275 100 $113,961.72 8/1/13 2 733
2660366 Tucker Jr CA 181 14 $41,200.00 7/9/98 $329,600.00
8475261 10687 Celeo LN 01 179 1 $412,000.00 50
90
San Jose 95127 7 10.65 $41,115.65 8/1/13 2 666
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660367 Freeman CA 181 14 $10,000.00 7/7/98 $104,000.00
8475162 19225 N Jack Tone RD 02 179 1 $130,000.00 45
Lockeford 95237 6 88 $10,000.00 2 694
10.275 8/1/13
2660368 Weeks, III FL 181 14 $67,200.00 7/8/98 $156,800.00
8474918 740 SW 61st AVE 02 179 1 $224,000.00 40
Plantation 33317 7 11.775 100 $67,179.79 8/1/13 2 685
2660370 Bossi CA 181 14 $25,000.00 7/2/98 $236,000.00
8474975 6407 Rainier AVE 02 179 1 $295,000.00 46
Rocklin 95677 6 13.025 89 $24,954.35 8/1/13 2 624
2660371 Hugghins NM 181 09 $35,400.00 7/10/98 $82,600.00
8474991 1517 Colonial Parkway 01 179 1 $118,000.00 46
Clovis 88101 6 13.025 100 $35,335.76 8/1/13 2 680
2660378 Buff Jr WA 181 14 $16,000.00 7/1/98 $112,700.00
8474793 85 Hylebos CT 02 179 1 $143,000.00 44
Milton 98354 6 10.775 90 $15,964.07 8/1/13 2 708
2660384 Fisher NJ 181 14 $50,000.00 7/7/98 $364,800.00
8474355 615 Northumberland RD 02 179 1 $456,000.00 45
Teaneck 07666 6 91 $49,795.83 8/1/13 2 653
11.9
2660385 Ray MS 181 14 $30,000.00 7/8/98 $50,786.00
02
8474397 130 Calhoun Ave 179 1 $102,000.00 37
Yazoo City 39194 6 9.65 80 $29,925.26 8/1/13 2 688
2660386 Byer CA 181 14 $11,000.00 7/7/98 $157,200.00
8475279 601 Alhambra ST 02 179 1 $196,500.00 44
Crockett 94525 6 8.9 86 $11,000.00 8/1/13 2 709
2660390 Orens CA 181 14 $47,000.00 7/1/98 $277,309.00
8474280 1373 Caulfield CT 02 179 1 $370,000.00 28
Riverside 92506 6 9.775 88 $46,884.24 8/1/13 2 731
2660391 Harris MD 181 09 $49,000.00 7/8/98 $194,400.00
8474298 19413 Penrod Terrace 02 179 1 $243,550.00 43
Germantown 20874 7 11.25 100 $48,983.46 8/1/13 2 680
2660392 Porter AL 181 14 $33,500.00 7/8/98 $60,000.00
8474306 25873 Austin RD 02 179 1 $98,500.00 28
Daphne 36526 6 9.9 95 $33,418.43 8/1/13 2 690
2660395 Bustamante CA 181 RFC01 $27,000.00 7/8/98 $107,000.00
25789 Player (valencia 01 179 1 $134,000.00 39
8474181
Santa Clarita 91355 7 11.525 100 $26,991.42 8/1/13 2 704
2660396 Yoo MI 181 14 $25,700.00 7/8/98 $65,500.00
8474231 2500 Artisan 02 179 1 $96,000.00 49
95
Lansing 48910 6 12.775 $25,652.23 8/1/13 2 656
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660398 Lewis DC 181 14 $54,300.00 7/13/98 $289,600.00
8481293 3027 Chestnut ST 01 179 1 $362,000.00 40
Washington 20015 7 95 $54,300.00 2 722
9.9 8/1/13
2660401 Ramcharan VA 181 14 $33,700.00 6/23/98 $179,900.00
8478620 7516 Candy Taft Court 01 178 1 $225,000.00 46
Springfield 22153 7 9 95 $33,663.04 7/1/13 2 744
2660406 Pentz MD 181 09 $20,000.00 6/19/98 $170,000.00
8474561 108 Yellowtwig Lane 01 178 1 $200,000.00 34
Annapolis 21401 7 10.75 95 $19,984.87 7/1/13 2 647
2660407 Orms VA 181 14 $34,750.00 6/26/98 $185,500.00
8478604 5940 Free States Road 01 178 1 $231,900.00 38
Marshall 20115 7 10.25 95 $34,705.89 7/1/13 2 681
2660408 Roberts CA 181 14 $60,000.00 7/21/98 $299,000.00
8523904 9500 Encino Avenue 01 179 1 $400,000.00 37
Northridge 91325 6 10.175 90 $59,857.54 8/1/13 2 756
2660414 Kugler MD 181 14 $189,000.00 6/22/98 $567,000.00
8479123 2601 Gold Mine Road 01 178 1 $756,000.00 36
Brookeville 20833 7 100 $188,731.74 7/1/13 2 700
9.75
2660420 Wesley WA 181 14 $30,000.00 7/6/98 $143,200.00
02
8493645 11619 SouthEast 58th 179 1 $179,000.00 29
Bellevue 98006 7 12 97 $29,991.42 8/1/13 2 681
2660422 Keenaghan CA 181 09 $43,500.00 6/24/98 $232,000.00
8474082 2363 Gypsum Court 01 178 1 $290,000.00 39
Chino 91709 6 9.875 95 $43,286.79 7/1/13 2 727
2660427 Klause VA 181 14 $33,300.00 6/30/98 $177,600.00
8479149 1152 Kettle Pond Lane 01 178 1 $222,000.00 33
Great Falls 22066 7 9.75 95 $33,268.80 7/1/13 2 741
2660430 Grensing, Jr. ID 180 14 $30,000.00 7/16/98 $83,984.00
8493991 9687 Pattie Ct 02 178 1 $148,000.00 44
Boise 83704 6 10.05 78 $29,927.95 7/21/13 2 734
2660433 Hobbs WA 181 14 $56,000.00 7/8/98 $210,000.00
8491144 276 Briar Road 02 179 1 $280,000.00 31
Bellingham 98225 6 10.05 95 $55,865.51 8/1/13 2 748
2660436 Rezkalla CA 181 14 $35,000.00 6/23/98 $280,000.00
540 Sierra Meadows Drive 01 178 1 $350,000.00 33
8475428
Sierra Madre 91024 7 9.925 90 $34,778.05 7/1/13 2 724
2660437 Baker CA 181 14 $85,600.00 6/26/98 $227,150.00
8476012 20132 Swansea Lane 01 178 1 $347,500.00 35
90
Huntington Beach 92646 6 11 $85,221.75 7/1/13 2 684
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660439 Matson ID 180 14 $30,000.00 7/17/98 $107,763.00
8495749 1620 Targhee Street 02 178 1 $177,000.00 41
Mountain Home 83647 6 78 $29,851.28 2 735
9.75 7/22/13
2660443 Wong- Yu CA 181 14 $32,900.00 7/17/98 $271,600.00
8500134 4014 West 234th Place 01 179 1 $339,500.00 32
Torrance 90505 6 9.525 90 $32,767.09 8/1/13 2 767
2660446 Masri CA 181 14 $44,800.00 5/5/98 $358,400.00
8475071 321 Hillcrest Boulevard 01 177 1 $448,000.00 45
Arcadia 91006 6 10.475 90 $44,486.92 6/1/13 2 683
2660448 Hawks CA 181 14 $80,800.00 7/22/98 $431,200.00
8529265 42 The Colonnade 01 179 1 $550,000.00 42
Long Beach 90803 7 10.725 94 $80,769.42 8/1/13 2 685
2660459 Renner CA 181 14 $34,350.00 7/17/98 $183,200.00
8500936 248 Melrose Avenue 01 179 1 $229,000.00 31
Monrovia 91016 6 10.5 95 $34,270.86 8/1/13 2 725
2660460 Scher DC 180 14 $44,550.00 7/2/98 $237,600.00
8478810 15 6th Street SouthEast 01 178 1 $300,000.00 33
Washington 20003 7 95 $44,512.48 7/1/13 2 695
10.25
2660461 Bagley UT 181 14 $15,250.00 7/16/98 $82,209.00
02
8487746 220 South 400 East Street 179 1 $122,500.00 37
Copperton 84006 6 9.15 80 $15,210.24 8/1/13 2 713
2660464 Rickard CA 181 14 $30,400.00 7/9/98 $162,400.00
8497158 9232 Pennywood Road 01 179 1 $203,000.00 37
Santee 92071 6 10.625 95 $30,237.62 8/1/13 2 748
2660465 Trozze MD 181 09 $21,650.00 6/30/98 $184,100.00
8474595 3 Woodbent Drive 01 178 1 $216,640.00 37
Severna Park 21146 7 9.82 95 $21,630.00 7/1/13 2 668
2660467 Lund MN 181 14 $80,500.00 7/14/98 $429,600.00
8497877 11745 Bass Lake Road 01 179 1 $537,000.00 40
Plymouth 55442 7 8.375 95 $80,449.96 8/1/13 2 751
2660475 Wise VA 181 14 $24,750.00 6/5/98 $132,000.00
8481798 854 North Abingdon Street 01 178 1 $165,000.00 31
Arlington 22203 7 8.625 95 $23,672.88 7/1/13 2 770
2660477 Dwinger CA 181 14 $28,500.00 6/4/98 $228,000.00
2228 East Coolridge Avenue 01 178 1 $285,000.00 45
8484727
Orange 92867 6 11.525 90 $28,380.09 7/1/13 2 647
2660480 Dinicola DC 181 04 $15,450.00 6/30/98 $82,400.00
8478760 2320 Wisconsin Avenue 01 178 1 $103,000.00 39
95
Washington 20007 7 9.75 $15,435.52 7/1/13 2 746
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660482 Orozco CA 181 14 $19,500.00 7/17/98 $156,000.00
8498750 21319 Myler Street 01 179 1 $195,000.00 45
Torrance Area 90502 7 90 $19,491.09 2 745
9.85 8/1/13
2660484 Hileman AZ 181 14 $22,800.00 7/16/98 $84,400.00
8517997 271 South 16th Avenue 02 179 1 $112,900.00 26
Show Low 85901 7 11.85 95 $22,786.45 8/1/13 2 641
2660487 Gaenzle CT 180 14 $83,700.00 7/1/98 $446,400.00
8474611 19 Evergreen Avenue 01 178 1 $558,000.00 23
Westport 06880 7 9.625 95 $83,619.46 7/1/13 2 780
2660490 La Couture CA 181 14 $28,450.00 7/17/98 $172,000.00
8515801 2140 Osborne 01 179 1 $230,000.00 44
Hollister 95023 7 10.25 88 $28,438.07 8/1/13 2 710
2660491 Kohara HI 181 09 $30,000.00 7/23/98 $150,000.00
8530776 91-898 Oaniani Street 01 179 1 $200,000.00 25
Kapolei 96707 7 9.95 90 $29,986.58 8/1/13 2 721
2660492 Gerges CA 181 14 $19,900.00 7/17/98 $165,600.00
8524530 6742 Vanguard Avenue 01 179 1 $207,000.00 39
Garden Grove 92845 6 90 $19,837.64 8/1/13 2 728
9.525
2660493 Fennessy MD 181 14 $23,700.00 6/30/98 $126,400.00
01
8478877 12748 Scaggsville Road 178 1 $158,000.00 35
Highland 20777 7 9.75 95 $23,677.79 7/1/13 2 788
2660496 Appert CA 181 04 $60,000.00 7/17/98 $380,000.00
8529240 2504 Mackay Lane 01 179 1 $475,000.00 46
Redondo Beach 90278 7 10.475 93 $59,848.75 8/1/13 2 750
2660600 Tramont DC 181 04 $32,550.00 6/30/98 $173,600.00
8481772 2038 18th Street NorthWest 01 178 1 $217,000.00 28
Washington 20009 7 9.75 95 $32,519.52 7/1/13 2 753
2660602 Parker VA 181 14 $24,450.00 6/11/98 $130,400.00
8478851 2954 Strathmeade Street 01 178 1 $163,000.00 26
Falls Church 22042 6 8.75 95 $24,317.34 7/1/13 2 762
2660609 Rohde DC 181 16 $43,150.00 6/15/98 $230,150.00
8478836 222 Tenth Street SouthEast 01 178 1 $289,000.00 41
Washington 20003 7 10.25 95 $43,113.65 7/1/13 2 696
2660613 Raffaniello VA 180 14 $108,750.00 6/2/98 $580,000.00
1161 Old Gate Court 01 177 1 $725,000.00 31
8482614
McLean 22102 7 9.875 95 $108,344.89 6/1/13 2 694
2660615 O'Brien VA 181 09 $32,750.00 7/6/98 $174,800.00
8478471 5418 Gladewright Drive 01 179 1 $218,500.00 35
95
Centreville 20120 7 8.625 $32,730.66 8/1/13 2 750
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660617 Ching CA 181 14 $28,400.00 6/1/98 $227,150.00
8475139 13324 Mesa Bluff Court 01 178 1 $284,000.00 41
Chino Hills 91709 6 90 $28,257.91 2 728
9.65 7/1/13
2660620 Somaiya VA 181 09 $42,000.00 6/30/98 $224,000.00
8481863 2645 Paddock Gate Court 01 178 1 $280,000.00 24
Herdon 20171 7 9.75 95 $41,960.66 7/1/13 2 721
2660623 Pearson VA 181 09 $35,700.00 6/24/98 $190,400.00
8478463 2662 Unicorn Court 01 178 1 $238,000.00 35
Herndon 20171 7 9 95 $35,660.85 7/1/13 2 745
2660625 Midcap CA 181 14 $32,900.00 6/17/98 $164,500.00
8475121 3813 Stanford Drive 01 178 1 $219,500.00 35
Oceanside 92054 6 10.8 90 $32,751.90 7/1/13 2 675
2660628 Lawmaster CA 61 RFC01 $10,000.00 6/26/98 $132,000.00
8486102 835 Whitefir Lane 01 58 1 $165,000.00 33
San Jose 95133 4 9.7 87 $9,406.26 7/1/03 2 746
2660630 Ren CA 181 14 $41,900.00 7/20/98 $335,200.00
8535361 1326 2nd Street 01 179 1 $419,000.00 16
Manhattan Beach 90266 7 90 $41,867.26 8/1/13 2 739
10.6
2660636 Marsh VA 181 14 $35,000.00 6/18/98 $186,800.00
01
8478448 607 Little Street 178 1 $233,500.00 31
Alexandria 22301 7 8.625 95 $34,958.51 7/1/13 2 747
2660638 Hanquist CA 181 14 $43,300.00 7/1/98 $231,150.00
8482267 6228 Ochs Rios Drive 01 179 1 $290,000.00 40
San Jose 95123 7 10.52 95 $43,282.87 8/1/13 2 711
2660642 Hunt NJ 180 14 $19,600.00 7/9/98 $78,400.00
8475741 914 Seventeenth Avenue 02 178 1 $98,000.00 30
Wall 07719 6 13 100 $19,528.30 7/14/13 2 761
2660645 Williams MD 181 14 $24,700.00 6/30/98 $131,900.00
8478422 3320 McComas Avenue 01 178 1 $164,900.00 20
Kensington 20895 6 9.75 95 $24,577.56 7/1/13 2 774
2660650 Richardson MI 61 14 $21,000.00 7/27/98 $49,320.75
8525727 3601 Karen 02 59 1 $75,000.00 39
Lansing 48911 4 12.97 94 $20,726.97 8/15/03 2 671
2660655 Davis CA 181 14 $51,700.00 6/15/98 $276,000.00
2090 Stonehill Circle 01 178 1 $345,000.00 27
8475113
Thousand Oaks 91360 6 10.15 95 $51,452.92 7/1/13 2 722
2660657 Dietz NM 181 14 $45,000.00 7/8/98 $360,000.00
8475766 13601 Sunset Canyon Drive 02 179 1 $450,000.00 36
90
Albuquerque 87111 6 9.525 $44,886.61 8/1/13 2 779
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660661 Dodge TN 181 14 $12,000.00 7/9/98 $166,500.00
8475717 2425 Kanuga CT 02 179 1 $255,000.00 39
Sevierville 37862 6 70 $11,971.77 2 667
10.275 8/1/13
2660664 Grubaugh CA 181 14 $28,000.00 7/8/98 $179,620.00
8475535 5921 Palomar CIR 02 179 1 $260,000.00 37
Camarillo 93012 6 9.025 80 $27,926.17 8/1/13 2 738
2660668 Katke CA 181 09 $41,650.00 7/9/98 $333,300.00
8475634 31242 Avenida Madrid 01 179 1 $416,657.00 25
San Juan 92675 6 9.525 90 $40,980.60 8/1/13 2 753
2660670 Billeci NJ 181 14 $50,000.00 7/9/98 $155,797.00
8475436 41 Windsor WAY 02 179 1 $415,000.00 35
Berkeley Heights 07922 6 9.9 50 $49,878.25 8/1/13 2 766
2660671 Curry CA 181 09 $137,000.00 7/8/98 $956,000.00
8475451 18 Bronco LN 02 179 1 $1,400,000.00 40
Bell Canyon 91307 7 10.025 79 $136,544.52 8/1/13 2 737
2660674 Van Eimeren CA 181 04 $48,900.00 7/7/98 $391,200.00
8480774 714 N Lucia AVE B 01 179 1 $489,000.00 47
Redondo Beach 90277 6 90 $48,799.77 8/1/13 2 682
11.75
2660676 Kopp CA 181 14 $27,000.00 7/2/98 $107,019.00
02
8475402 2121 Lovejoy LN 179 1 $138,000.00 49
Cool 95614 6 11.775 98 $26,944.79 8/1/13 2 682
2660677 Champagne MD 181 14 $58,050.00 7/14/98 $309,600.00
8475410 6306 Avalon DR 01 179 1 $387,000.00 40
Bethesda 20816 7 10.15 95 $58,025.13 8/1/13 2 714
2660681 Ninan MD 181 09 $37,600.00 6/29/98 $301,150.00
8478406 901 Brick Manor Circle 01 178 1 $376,460.00 43
Silver Spring 20905 7 10 90 $37,549.66 7/1/13 2 754
2660684 Donson IL 181 09 $27,800.00 7/30/98 $229,600.00
8521320 287 Winding Creek Drive 01 179 1 $287,000.00 30
Naperville 60565 6 10.32 90 $27,734.87 8/1/13 2 790
2660688 Lee CA 181 09 $30,500.00 7/20/98 $242,000.00
8529281 4692 Wilcox Avenue 02 179 1 $305,000.00 44
Santa Clara 95054 6 9.15 90 $30,420.48 8/1/13 2 692
2660689 Zullo AZ 181 09 $26,000.00 6/18/98 $304,000.00
8930 East Calle Del Palo 01 178 1 $385,000.00 29
8475212
Scottsdale 85255 6 9.8 86 $25,871.70 7/1/13 2 747
2660693 Goodson CA 181 14 $22,900.00 6/2/98 $183,200.00
8475246 231 Panorama Drive 01 178 1 $229,000.00 37
90
Benicia 94510 6 10.4 $22,789.73 7/1/13 2 776
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660694 Herrera CA 181 14 $30,000.00 6/18/98 $129,450.00
8475337 14414 Anaconda Street 01 178 1 $182,000.00 42
Whittier 90603 6 88 $29,869.28 2 671
11.15 7/1/13
2660730 Padmanabhan CA 181 09 $21,300.00 6/24/98 $170,400.00
8475378 2266 Foxhill Drive 01 178 1 $213,000.00 33
Martinez 94553 6 9.8 90 $21,194.89 7/1/13 2 736
2660786 Taylor OH 181 04 $12,400.00 6/26/98 $105,400.00
8475394 3097 Grggsview Court 01 178 1 $124,000.00 36
Columbus 43221 6 10.22 95 $12,341.11 7/1/13 2 713
2660788 Guerrero CA 181 14 $50,000.00 6/15/98 $161,300.00
8475576 2457 Almaden Boulevard 01 178 1 $255,000.00 30
Union City 94587 6 11.57 83 $49,882.08 7/1/13 2 655
2660793 Minick MD 181 14 $15,600.00 6/29/98 $132,600.00
8475501 1204 Van Buren Drive 01 178 1 $156,000.00 35
Annapolis 21403 6 9.55 95 $15,521.23 7/1/13 2 702
2660794 Gilroy MD 180 14 $25,000.00 7/17/98 $75,000.00
8490880 5312 Buchanan Street 02 178 1 $110,000.00 46
Hyattsville 20781 7 91 $24,995.18 7/22/13 2 716
13.75
2660799 Haire, Jr. MD 181 14 $16,950.00 5/20/98 $288,900.00
01
8475725 11436 Old Frederick Road 177 1 $339,900.00 41
Marriottsville 21104 6 9.67 90 $16,822.53 6/1/13 2 662
2660803 Gonzalez MD 181 14 $21,800.00 6/29/98 $210,800.00
8477309 8737 Cardinal Forest 01 178 1 $252,000.00 37
Laurel 20723 6 9.72 93 $21,691.62 7/1/13 2 767
2660814 Butler CA 181 14 $38,250.00 7/1/98 $204,000.00
8491649 220 Rockwood Drive 01 179 1 $255,000.00 46
South San 94080 7 9.875 95 $38,232.63 8/1/13 2 741
2660817 Hicks VA 181 14 $30,000.00 6/23/98 $196,000.00
8478398 3505 Old Dominion 01 178 1 $246,000.00 23
Alexandria 22305 7 8.625 92 $29,964.45 7/1/13 2 766
2660828 Cardinali DC 181 16 $24,000.00 6/18/98 $128,000.00
8478364 1427 Monroe Street 01 178 1 $160,000.00 44
Washington 20010 7 9.75 95 $23,977.51 7/1/13 2 781
2660832 Hoitt MA 181 14 $22,600.00 7/23/98 $181,350.00
13 Wintergreen Lane 01 179 1 $226,700.00 30
8494270
Plainville 02762 7 9.225 90 $22,588.22 8/1/13 2 760
2660836 D'Alli MD 181 14 $22,900.00 6/22/98 $194,650.00
8477325 9641 Green Moon Path 01 178 1 $229,000.00 34
95
Columbia 21046 6 9.65 $22,785.43 7/1/13 2 742
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660843 Hessler MD 180 09 $24,150.00 7/2/98 $128,950.00
8483828 513 Cedar Point Drive 01 178 1 $161,199.00 43
Perryville 21903 7 95 $24,130.72 2 732
10.5 7/1/13
2660847 Aggarwal MD 181 09 $22,000.00 6/26/98 $187,000.00
8486680 2913 Cormorant Court 01 178 1 $220,000.00 23
Waldorf 20603 6 10.22 95 $21,895.51 7/1/13 2 661
2660856 Minix OH 181 14 $19,000.00 6/15/98 $156,000.00
8475881 2764 Andover Road 01 178 1 $195,000.00 38
Columbus 43221 6 10.22 90 $18,863.23 7/1/13 2 708
2660858 Maimoni NY 181 14 $37,500.00 7/23/98 $187,500.00
8533184 909 Sound Shore Road 01 179 1 $250,000.00 17
Jamesport 11947 6 9.95 90 $37,409.10 8/1/13 2 808
2660862 Scott CA 181 04 $21,750.00 6/15/98 $174,000.00
8475949 1849 Shattuck Avenue 01 178 1 $217,500.00 36
Berkeley 94709 7 10 90 $181.25 7/1/13 2 749
2660870 Laborde CA 181 15 $33,900.00 7/6/98 $271,200.00
8485914 2519- 2521 Bath Street 01 179 1 $339,000.00 45
Santa Barbara 93105 7 90 $33,887.58 8/1/13 2 691
10.875
2660871 Cooper CA 181 14 $37,500.00 7/15/98 $105,000.00
02
8490682 3967 Wooster Street 179 1 $150,000.00 43
Oceanside 92056 6 12.1 95 $37,425.12 8/1/13 2 696
2660872 Poston MD 181 14 $16,500.00 6/25/98 $280,500.00
8477267 4149 Henhawk Court 01 178 1 $330,000.00 37
Ellicott City 21042 6 10.67 90 $16,424.81 7/1/13 2 761
2660875 Kyles NV 180 14 $25,000.00 7/17/98 $111,459.00
8489486 8773 Country Pines Avenue 02 178 1 $146,500.00 49
Las Vegas 89129 6 10.25 94 $24,866.51 7/22/13 2 691
2660963 Sauter MD 181 09 $16,700.00 6/29/98 $142,250.00
8476020 7084 Saddle Drive 01 178 1 $167,400.00 30
Sykesville 21784 6 9.65 95 $16,616.44 7/1/13 2 756
2660964 Svalina VA 181 14 $21,750.00 6/26/98 $116,000.00
8481830 3226 Norfolk Lane 01 178 1 $145,000.00 26
Falls Church 22042 7 9.75 95 $21,729.62 7/1/13 2 699
2660967 Stuckwisch VA 181 14 $46,400.00 6/22/98 $247,600.00
1814 Birch Road 01 178 1 $309,500.00 38
8481822
McLean 22101 7 9.75 95 $46,356.52 7/1/13 2 767
2660969 Strauss, Jr. MD 181 14 $28,900.00 6/29/98 $231,200.00
8476087 754 Fairhaven Road 01 178 1 $289,000.00 45
90
Tracy's Landing 20779 6 9.72 $28,756.34 7/1/13 2 778
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2660977 Wheeler OH 181 14 $15,600.00 6/19/98 $124,800.00
8493785 711 Suntree Drive 01 178 1 $156,000.00 25
Westerville 43081 6 90 $15,521.95 2 764
9.65 7/1/13
2660978 Rozek NJ 181 14 $25,000.00 7/22/98 $200,000.00
8530636 140 Birch Street 01 179 1 $250,000.00 41
Midland Park 07432 7 12.75 90 $24,993.95 8/1/13 2 628
2660981 Gooden IL 181 14 $10,000.00 6/25/98 $67,500.00
8476129 3502 Marseilles Lane 01 178 1 $90,000.00 41
Hazel Crest 60429 6 10.8 87 $9,841.56 7/1/13 2 654
2660985 Montross NY 180 14 $29,000.00 7/21/98 $111,928.00
8496358 27 Hornbeck Road 02 178 1 $150,000.00 27
Poughkeepsie 12603 6 10.6 94 $28,933.80 7/27/13 2 776
2660986 Rost OR 181 14 $54,000.00 7/21/98 $172,582.00
8532145 4114 NorthEast 73rd Avenue 02 179 1 $240,000.00 38
Portland 97218 7 10.25 95 $53,872.25 8/1/13 2 720
2660992 Powell CA 181 09 $54,000.00 6/15/98 $288,000.00
8476202 548 Monteleone Avenue 01 178 1 $360,000.00 43
Agoura 91301 6 95 $53,728.35 7/1/13 2 727
10.9
2660997 Sands CA 181 14 $20,000.00 7/22/98 $208,000.00
01
8525198 741 Janice Lane 179 1 $260,000.00 42
Walnut 91789 7 11.225 88 $19,993.08 8/1/13 2 663
2660998 Katz CA 181 RFC01 $23,800.00 7/21/98 $190,400.00
8517351 48 Arabian Way 01 179 1 $238,000.00 36
Scotts Valley 95066 7 9.75 90 $23,788.89 8/1/13 2 767
2660999 Kemble OR 60 14 $16,000.00 7/21/98 $93,623.00
8493819 1286 Southwest 11th Street 02 58 1 $137,500.00 30
Ontario 97914 4 8.65 80 $15,785.91 7/27/03 2 683
2661005 Ugale CA 181 14 $15,500.00 6/23/98 $93,500.00
8476616 7375 Baldwin Street 01 178 1 $125,000.00 40
Valley Springs 95252 6 10.05 88 $15,425.23 7/1/13 2 702
2661006 Finn CA 181 14 $171,250.00 6/5/98 $227,150.00
8476251 4714 Muirfield Court 01 178 1 $498,000.00 39
Santa Rosa 95405 7 9.5 80 $171,080.87 7/1/13 2 758
2661019 Becker VA 181 09 $41,950.00 6/10/98 $97,900.00
224 Canyon Road 01 178 1 $139,900.00 44
8478653
Winchester 22602 7 10.375 100 $41,915.59 7/1/13 2 692
2661021 Bulitt MD 181 09 $65,600.00 6/18/98 $355,300.00
8478612 18231 Wickam Road 01 178 1 $460,000.00 50
92
Olney 20832 7 10.25 $65,544.75 7/1/13 2 680
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661022 Judge CA 181 14 $28,090.00 6/8/98 $224,720.00
8476392 6134 St Andrews Way 01 178 1 $280,900.00 42
Livermore 94550 7 90 $28,065.04 2 790
10 7/1/13
2661047 Lazaroe VA 181 09 $38,200.00 6/19/98 $203,900.00
8478729 8623 Groveland Drive 01 178 1 $254,900.00 17
Springfield 22153 7 8.625 95 $38,154.72 7/1/13 2 743
2661050 Rice MD 181 14 $36,700.00 6/30/98 $195,900.00
8478588 10073 Carillon Drive 01 178 1 $244,900.00 27
Ellicott City 21042 7 10.5 95 $36,570.71 7/1/13 2 743
2661053 Pasion MD 180 14 $28,750.00 6/5/98 $153,500.00
8488397 11350 Holter Road 01 177 1 $191,900.00 30
White Marsh 21162 7 10.5 95 $28,678.40 6/1/13 2 678
2661054 Hendrickson CA 181 14 $23,400.00 6/18/98 $136,526.00
8478778 280 Stanford Street 02 178 1 $178,000.00 30
La Habra 90631 6 10.25 90 $23,289.18 7/1/13 2 711
2661055 Sauers MD 181 09 $37,800.00 6/29/98 $201,750.00
8478562 6074 Avalon Drive 01 178 1 $252,190.00 33
Elkridge 21075 7 95 $37,757.47 7/1/13 2 766
8.875
2661056 Williams CA 181 14 $31,900.00 6/25/98 $170,300.00
01
8478745 2110 West Ninth Street 178 1 $212,900.00 41
Oxnard 93035 6 9.875 95 $31,743.66 7/1/13 2 692
2661058 Park VA 181 14 $36,300.00 6/26/98 $193,600.00
8479099 8419 Idylwood Road 01 178 1 $242,000.00 22
Vienna 22182 6 9.125 95 $36,205.15 7/1/13 2 764
2661067 Sanders MD 181 09 $32,100.00 6/26/98 $171,200.00
8478539 21307 Purple Aster Court 01 178 1 $214,035.00 30
Germantown 20874 7 10 95 $32,034.73 7/1/13 2 769
2661068 McCray DC 180 14 $88,000.00 7/1/98 $310,000.00
8479115 5006 Weaver Terrace 02 178 1 $398,000.00 45
Washington 20016 7 10.75 100 $87,933.45 7/1/13 2 701
2661088 Schmidt AZ 181 14 $20,000.00 7/20/98 $120,000.00
8537524 417 East Ivy Circle 02 179 1 $161,000.00 36
Mesa 85203 6 9.875 87 $19,951.18 8/1/13 2 681
2661090 Marich VA 180 14 $114,300.00 6/5/98 $609,600.00
1119 Langley Lane 01 177 1 $762,000.00 23
8479016
McLean 22101 7 10.25 95 $114,105.81 6/1/13 2 755
2661094 McMullen CA 181 14 $29,100.00 7/1/98 $155,200.00
8477978 4503 Falcon Avenue 01 179 1 $194,000.00 32
95
Long Beach 90807 6 10.375 $29,032.17 8/1/13 2 713
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661095 Filippi VA 181 RFC01 $56,250.00 6/30/98 $300,000.00
8478430 5258 Winter View Drive 01 178 1 $375,000.00 42
Alexandria 22312 7 95 $56,197.31 2 762
9.75 7/1/13
2661096 Igwemere VA 181 09 $40,200.00 6/30/98 $214,400.00
8483950 9505 Wooden Spoke Court 01 178 1 $268,000.00 45
Burke 22015 7 9.125 95 $40,157.05 7/1/13 2 686
2661098 Lavigne DC 181 16 $33,000.00 6/15/98 $176,000.00
8479032 623 East Street SouthEast 01 178 1 $220,000.00 22
Washington 20003 7 10.25 95 $32,771.36 7/1/13 2 720
2661099 Curran CA 181 09 $27,400.00 6/24/98 $219,200.00
8478885 24751 El Portico 01 178 1 $274,000.00 27
Laguna Niguel 92677 6 9.625 90 $27,262.61 7/1/13 2 755
2661100 Groff MD 181 14 $53,950.00 6/30/98 $287,900.00
8483802 20501 Ivory Pass Court 01 178 1 $359,900.00 42
Gaithersburg 20879 7 9.75 95 $53,899.46 7/1/13 2 762
2661102 Lackey CA 181 14 $46,000.00 7/1/98 $245,600.00
8478596 5769 Rainflower Drive 01 179 1 $307,000.00 38
Livermore 94550 6 95 $45,887.73 8/1/13 2 761
9.875
2661105 Laker CA 181 RFC01 $23,200.00 6/25/98 $138,800.00
02
8477994 11252 Holder Street 178 1 $173,500.00 42
Cypress 90630 6 10.375 94 $23,091.38 7/1/13 2 705
2661106 Hadley MD 181 14 $32,650.00 6/25/98 $174,300.00
8480717 14613 Melinda Lane 01 178 1 $217,900.00 36
Rockville 20853 7 10.25 95 $32,622.50 7/1/13 2 682
2661109 Grant MD 181 14 $37,600.00 6/17/98 $200,600.00
8478489 5701 Greentree Road 01 178 1 $250,750.00 21
Bethesda 20817 7 9.75 95 $37,564.78 7/1/13 2 718
2661111 Avent VA 181 14 $120,000.00 6/25/98 $279,900.00
8479065 3171 North Quincy Street 01 178 1 $399,900.00 37
Arlington 22207 7 9.875 100 $119,890.51 7/1/13 2 766
2661114 Barley MD 181 09 $42,650.00 6/29/98 $227,700.00
8479057 6450 Saddlebrook Lane 01 178 1 $284,665.00 42
Frederick 21701 7 12 95 $42,625.48 7/1/13 2 672
2661115 Daisey VA 181 RFC01 $32,000.00 6/26/98 $200,000.00
6311 Summer Moon Lane 01 178 1 $246,000.00 45
8478372
Alexandria 22312 7 9.5 95 $31,968.40 7/1/13 2 695
2661117 Reil-baca VA 181 14 $25,000.00 6/4/98 $212,500.00
8479040 4200 Willow Woods Drive 01 178 1 $250,000.00 20
95
Annadale 22003 6 8.375 $24,620.79 7/1/13 2 791
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661120 Finley CA 181 14 $18,500.00 6/22/98 $125,850.00
8478026 1824 Alta Street 02 178 1 $150,000.00 27
Redlands 92374 6 97 $18,415.35 2 724
10.625 7/1/13
2661122 Barnes MD 181 RFC01 $57,750.00 6/8/98 $308,000.00
8481186 1719 Leighton Wood Lane 01 178 1 $385,000.00 43
Silver Springs 20910 7 11.75 95 $57,705.82 7/1/13 2 651
2661123 Rutledge VA 181 09 $68,400.00 6/30/98 $364,800.00
8478356 7206 Laketree Drive 01 178 1 $456,000.00 41
Fairfax Station 22039 6 9.5 95 $68,053.13 7/1/13 2 802
2661145 Nashnoush VA 181 09 $27,750.00 6/15/98 $148,000.00
8478281 12265 Exbury Street 01 178 1 $185,000.00 31
Herndon 22204 6 9.5 95 $27,609.28 7/1/13 2 788
2661147 Rinaldi CA 181 14 $30,600.00 4/15/98 $163,200.00
8483067 555 Finch Court 01 176 1 $204,000.00 36
Fillmore 93015 6 10.75 95 $30,316.88 5/1/13 2 662
2661148 Graham VA 181 09 $43,350.00 6/26/98 $231,400.00
8478505 13122 Lodi Court 01 178 1 $289,290.00 48
Manassas 20112 7 95 $43,307.19 7/1/13 2 746
9.5
2661151 Reeder MD 181 14 $24,950.00 6/11/98 $133,200.00
01
8478190 1004 Dennis Avenue 178 1 $166,500.00 21
Silver Spring 20901 7 9.375 95 $24,924.70 7/1/13 2 791
2661157 Duy DC 180 04 $29,800.00 7/2/98 $159,120.00
8478570 1821 Belmont Road 01 178 1 $198,900.00 40
Washington 20009 7 9.75 95 $29,772.08 7/1/13 2 764
2661158 Hultine IL 181 14 $17,000.00 4/13/98 $106,500.00
8483075 154 South Collins Street 01 176 1 $145,000.00 43
South Elgin 60177 6 11 86 $16,848.38 5/1/13 2 679
2661161 Hahn CA 181 09 $34,500.00 6/22/98 $276,000.00
8478695 31072 Paseo Valencia 01 178 1 $345,000.00 44
San Juan 92675 7 11.125 90 $34,475.95 7/1/13 2 670
2661167 Gargano CO 181 14 $25,000.00 7/2/98 $93,750.00
8478042 1015 Elmer Drive 02 179 1 $125,000.00 44
Northglenn 80233 6 12.625 95 $24,952.85 8/1/13 2 663
2661168 Ward IL 181 09 $20,500.00 4/30/98 $164,000.00
1335 Northgate Court 01 176 1 $205,000.00 34
8483083
Bartlett 60103 6 10.5 90 $20,205.92 5/1/13 2 786
2661171 Burkley VA 181 RFC01 $47,250.00 7/1/98 $141,750.00
8478141 2151 Greenkeepers Court 01 179 1 $189,000.00 28
100
Reston 20191 7 9.125 $47,224.86 8/1/13 2 772
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661181 Walker CA 181 14 $40,000.00 7/1/98 $320,600.00
8478661 3 West Boulder Creek Road 01 179 1 $400,849.00 44
Simi Valley 93065 6 90 $39,897.82 2 735
9.375 8/1/13
2661182 Selzer VA 181 14 $33,750.00 6/26/98 $180,000.00
8478117 6506 Bluebill Lane 01 178 1 $225,000.00 38
Alexandria 22307 7 9.125 95 $33,713.94 7/1/13 2 708
2661183 Zabiegalski VA 181 14 $101,250.00 7/7/98 $540,000.00
8481806 11222 Beach Mill Road 01 179 1 $675,000.00 36
Great Falls 22066 7 9 95 $101,194.70 8/1/13 2 739
2661187 Ketell CA 181 14 $38,000.00 4/24/98 $267,000.00
8483091 2154 Hampton Road 02 176 1 $335,000.00 20
Livermore 94550 6 9.5 92 $37,611.51 5/1/13 2 728
2661188 Newton OR 181 14 $50,000.00 6/4/98 $150,800.00
8476962 11575 SouthWest Hazelwood 01 178 1 $226,000.00 39
Tigard 97223 6 11.47 89 $49,788.55 7/1/13 2 666
2661191 Luce CA 181 14 $19,800.00 7/21/98 $186,982.00
8535197 101 Buckingham Avenue 01 179 1 $235,000.00 39
San Dimas 91773 6 88 $19,800.00 8/1/13 2 771
9.9
2661193 Shears DC 180 04 $23,600.00 6/2/98 $125,950.00
01
8478109 2801 Connecticut Avenue 177 1 $157,485.00 23
Washington 20008 6 9.5 95 $23,419.76 6/1/13 2 732
2661203 Snyder VA 181 RFC01 $35,400.00 6/26/98 $188,800.00
8482127 6309 Summer Moon Lane 01 178 1 $236,000.00 39
Alexandria 22312 6 8.75 95 $35,283.82 7/1/13 2 754
2661206 Maruska AZ 181 09 $21,500.00 7/1/98 $172,000.00
8477077 8905 East Voltaire Drive 01 179 1 $215,000.00 25
Scottsdale 85260 6 9.55 90 $21,445.94 8/1/13 2 732
2661209 Stelljes VA 181 04 $63,000.00 6/26/98 $336,000.00
8482085 21 Wilkes Street Unit/Apt 01 178 1 $435,000.00 15
Alexandria 22314 7 9.75 92 $62,940.98 7/1/13 2 739
2661210 Hucke CO 181 09 $32,800.00 5/22/98 $84,040.00
8483125 9285 North Clermont Drive 02 177 1 $123,000.00 27
Thornton 80229 6 10.75 95 $32,576.49 6/1/13 2 761
2661212 Carretta CA 181 14 $23,000.00 6/24/98 $184,000.00
1132 Channing Way 01 178 1 $230,000.00 36
8477135
Berkeley 94702 6 10 90 $22,888.55 7/1/13 2 734
2661214 Hamiel CA 181 14 $30,000.00 5/22/98 $227,150.00
8483133 3628 Promontory Street 01 177 1 $353,000.00 44
73
San Diego 92109 6 10 $29,780.41 6/1/13 2 726
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661218 Huff CA 181 14 $40,500.00 7/17/98 $216,000.00
8494015 9391 Castlegate Drive 01 179 1 $270,000.00 42
Huntington Beach 92646 6 95 $40,422.34 2 673
12.45 8/1/13
2661219 Strader CA 184 RFC01 $12,000.00 4/15/98 $112,000.00
8520801 145 Montebello Drive 01 179 1 $140,000.00 40
Watsonville 95076 7 10.345 89 $11,995.07 8/1/13 2 775
2661220 Kalagian CA 181 14 $75,000.00 7/9/98 $269,794.00
8489536 27781 San Pasqual Street 02 179 1 $435,000.00 45
Mission Viejo 92692 7 10.25 80 $75,000.00 8/1/13 2 659
2661223 Honeycutt AZ 181 09 $33,000.00 4/28/98 $164,900.00
8483141 4607 East Desert Willow 01 176 1 $219,900.00 21
Phoenix 85044 6 9.75 90 $32,670.15 5/1/13 2 748
2661225 Shatku IL 181 14 $56,500.00 7/15/98 $84,928.00
8520199 605 North Edgelawn Drive 02 179 1 $148,000.00 37
Aurora 60506 6 10.5 96 $56,369.81 8/1/13 2 697
2661226 Savastano RI 181 14 $57,850.00 7/14/98 $227,150.00
8521726 10 Grey Gull Road 02 179 1 $300,000.00 35
Jamestown 02835 7 95 $57,581.51 8/1/13 2 680
11.5
2661228 Kisslan CA 181 14 $34,000.00 6/3/98 $231,000.00
02
8481269 1016 South Silverstar Way 178 1 $265,000.00 29
Anaheim 92808 6 11.1 100 $33,850.31 7/1/13 2 688
2661231 Walter CA 181 04 $25,000.00 4/22/98 $100,000.00
8483166 25434 Fitzgerald Avenue 01 176 1 $198,000.00 41
Stevenson Ranch 91381 6 9.75 64 $24,302.86 5/1/13 2 729
2661232 Cherry CA 181 14 $38,000.00 7/9/98 $191,250.00
8498727 698 Powers Drive 01 179 1 $255,000.00 35
El Dorado Hills 95762 7 10.5 90 $37,984.90 8/1/13 2 768
2661235 Strothers VA 181 RFC01 $18,000.00 6/25/98 $96,000.00
8482044 13537 Colesmire Gate Way 01 178 1 $120,050.00 39
Bristow 20136 7 9.75 95 $17,957.25 7/1/13 2 747
2661241 Panhuise CA 181 15 $45,000.00 7/27/98 $337,500.00
8525925 148-150 Prospect Avenue 02 179 1 $450,000.00 45
San Francisco 94110 7 11.475 85 $45,000.00 8/1/13 2 674
2661243 Thane VA 181 RFC01 $45,000.00 6/15/98 $105,000.00
5818 Stream Pond Court 01 178 1 $150,000.00 43
8482010
Centreville 20120 7 9.5 100 $44,955.56 7/1/13 2 775
2661246 Colburn CA 181 14 $33,400.00 5/7/98 $300,600.00
8483182 1422 Everview Road 02 177 1 $334,000.00 39
100
San Diego 92110 6 12 $33,197.41 6/1/13 2 706
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661247 Martinez CA 181 04 $30,000.00 7/6/98 $163,875.00
8479206 2159 Stonewood Court 02 179 1 $205,000.00 26
San Pedro 90732 6 95 $29,934.00 2 738
11 8/1/13
2661251 Thomas VA 181 14 $48,000.00 6/12/98 $255,900.00
8478075 2953 Timber Wood Way 01 178 1 $320,000.00 21
Herndon 20171 6 9 95 $47,745.35 7/1/13 2 738
2661274 Nibert MD 181 09 $38,230.00 7/22/98 $191,171.00
8501728 14419 Saturn Way 01 179 1 $254,895.00 25
Boyds 20841 7 11.25 90 $38,217.10 8/1/13 2 666
2661277 Manley CO 181 14 $29,000.00 7/20/98 $101,250.00
8520777 2308 Willow Creek Drive 02 179 1 $135,000.00 35
Golden 80401 6 12.09 97 $28,942.44 8/1/13 2 735
2661280 Underwood VA 181 RFC01 $21,000.00 6/18/98 $142,400.00
8481962 47594 Watkins Island 01 178 1 $178,000.00 14
Sterling 20165 7 9 92 $20,976.97 7/1/13 2 769
2661285 Brown CO 181 14 $39,150.00 7/6/98 $208,800.00
8489833 4176 McKinley 02 179 1 $262,000.00 21
Boulder 80303 6 95 $39,055.97 8/1/13 2 684
10.05
2661286 Cox CA 181 14 $26,100.00 7/1/98 $258,000.00
01
8480238 1018 North Jackson Street 179 1 $322,500.00 44
Glendale 91207 6 9.375 89 $25,640.83 8/1/13 2 761
2661288 Goodrich CA 181 09 $30,500.00 7/22/98 $244,000.00
8538662 27962 Sheffield 01 179 1 $305,000.00 45
Mission Viejo 92692 7 9.725 90 $30,500.00 8/1/13 2 723
2661290 Bell CO 181 14 $29,200.00 7/22/98 $115,750.00
8500415 1224 Walnut Street 02 179 1 $145,000.00 41
Windsor 80550 6 10.8 100 $29,132.80 8/1/13 2 717
2661291 Mazza NJ 180 14 $25,000.00 7/22/98 $139,382.00
8496598 37 Burch Drive 02 178 1 $175,000.00 44
Morris Plains 07950 6 12.6 94 $24,952.74 7/28/13 2 658
2661292 Wilson VA 181 14 $36,300.00 6/29/98 $193,600.00
8481947 3600 North Rockingham 01 178 1 $242,000.00 40
Arlington 22213 7 9.75 95 $36,266.00 7/1/13 2 764
2661297 Ferree CA 181 14 $100,000.00 7/9/98 $228,500.00
2815 East Rosemary Drive 01 179 1 $360,000.00 42
8479081
West Covina 91791 6 10.75 92 $99,774.88 8/1/13 2 751
2661298 Hall TX 181 09 $43,900.00 7/15/98 $175,550.00
8481087 2008 Longfellow LN 01 179 1 $219,550.00 38
100
Flower Mound 75028 6 9.99 $43,900.00 8/1/13 2 725
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661299 Pippin TX 181 14 $44,300.00 7/15/98 $177,150.00
8481129 2707 Shady Hill CT 01 179 1 $221,450.00 28
Grapevine 76051 6 100 $43,352.39 2 754
9.99 8/1/13
2661301 Nordstrom VA 181 RFC01 $93,000.00 7/15/98 $217,000.00
8481079 5191 Cottingham PL 01 179 1 $310,000.00 30
Alexandria 22304 7 9.9 100 $92,957.97 8/1/13 2 722
2661302 Bamford CA 181 14 $63,000.00 7/8/98 $504,000.00
8481202 32 Silverwood DR 02 179 1 $630,000.00 28
Lafayette 94549 7 11.275 90 $62,978.85 8/1/13 2 685
2661303 Sweeten WA 181 14 $29,200.00 7/10/98 $131,000.00
8482598 13307 South106th PL 02 179 1 $178,000.00 31
Renton 98058 7 11.025 90 $29,189.65 8/1/13 2 666
2661304 Solomon FL 181 09 $10,000.00 7/10/98 $73,600.00
8481111 10142 Eventide CT 02 179 1 $92,000.00 45
Orlando 32821 6 9.9 91 $9,975.65 8/1/13 2 739
2661311 Jimenez FL 181 14 $40,000.00 7/10/98 $47,725.00
8480907 11420 SouthWest 47th 02 179 1 $147,000.00 46
Miami 33165 6 60 $39,901.48 8/1/13 2 751
9.775
2661312 Labar CA 181 14 $35,000.00 7/9/98 $176,250.00
02
8481145 22536 La Vina DR 179 1 $235,000.00 42
Mission Viejo 92691 7 10.275 90 $34,985.40 8/1/13 2 718
2661313 Modiramani VA 181 RFC01 $22,800.00 7/10/98 $128,800.00
8480915 13800 Rampant Lion CT 02 179 1 $161,000.00 42
Centreville 22020 6 10.275 95 $22,745.23 8/1/13 2 697
2661320 Sandoval NM 181 14 $15,700.00 7/10/98 $78,750.00
8480899 1717 Callejon Cordelia 02 179 1 $105,000.00 38
Santa Fe 87501 6 9.775 90 $15,661.33 8/1/13 2 696
2661324 Torres CA 181 14 $24,600.00 7/9/98 $102,400.00
8478547 6790 Hammond AVE 02 179 1 $128,000.00 26
Long Beach 90805 7 11.025 100 $24,582.46 8/1/13 2 755
2661325 Casey NJ 181 14 $17,000.00 7/10/98 $227,000.00
8478638 55 Wexford WAY 02 179 1 $285,000.00 36
Bridgewater 08807 7 9.525 86 $16,991.68 8/1/13 2 753
2661327 Verburg CA 181 14 $20,000.00 7/10/98 $223,459.00
1986 N Genessee ST 02 179 1 $275,000.00 45
8478182
Orange 92865 6 9.625 89 $19,950.06 8/1/13 2 730
2661333 Bennett CA 181 14 $32,200.00 7/10/98 $130,800.00
8478091 738 Agostini CIR 01 179 1 $163,515.00 43
100
Folsom 95630 7 12.025 $32,190.84 8/1/13 2 696
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661334 Quinn CA 181 14 $43,500.00 7/1/98 $232,000.00
8478125 39 Kent CT 01 179 1 $290,000.00 50
San Jose 95139 7 95 $43,489.83 2 678
12.9 8/1/13
2661341 Stinchcombe MI 180 14 $15,000.00 7/24/98 $13,807.00
8528838 415 Cass Avenue 02 178 1 $55,000.00 17
Bay City 48708 6 9.97 53 $14,688.02 7/28/13 2 695
2661344 Wohl VA 181 14 $50,100.00 6/30/98 $267,200.00
8481996 604 South View Terrace 01 178 1 $334,000.00 28
Alexandria 22314 7 9.75 95 $50,053.05 7/1/13 2 726
2661356 Grace MD 181 RFC01 $24,450.00 6/26/98 $130,450.00
8541955 8362 Finchleigh Street 01 178 1 $165,000.00 27
Laurel 20724 6 10.25 94 $24,334.21 7/1/13 2 763
2661359 Puche FL 181 14 $45,800.00 7/23/98 $183,200.00
8501090 318 NorthEast 104th Street 02 179 1 $229,000.00 24
Miami Shores 33138 6 10.5 100 $45,694.48 8/1/13 2 713
2661360 Lynch WA 181 16 $30,000.00 7/13/98 $126,021.00
8485690 4632 159th Street 02 179 1 $158,000.00 50
Lynnwood 98037 6 99 $29,937.34 8/1/13 2 683
11.55
2661361 Moloney WA 181 14 $90,000.00 7/9/98 $360,000.00
02
8485443 36606 9th Avenue Southeast 179 1 $450,000.00 25
Federal Way 98023 6 10.3 100 $90,000.00 8/1/13 2 732
2661389 Inkrote CA 181 09 $24,000.00 7/1/98 $128,000.00
8480030 22270 Village Way Drive 01 179 1 $160,000.00 37
Canyon Lake 92587 6 9.875 95 $23,941.42 8/1/13 2 733
2661394 Koch CA 181 14 $33,750.00 7/8/98 $180,000.00
8480147 22625 Sarkis Court 01 179 1 $225,000.00 43
Santa Clarita 91350 6 9.875 95 $33,667.63 8/1/13 2 761
2661409 Low CA 181 04 $72,000.00 6/15/98 $208,000.00
8480089 6234 Lakeview Circle 02 178 1 $280,000.00 49
San Ramon 94583 6 12.5 100 $71,698.44 7/1/13 2 681
2661417 Banaag CA 181 14 $30,000.00 6/2/98 $167,311.00
8480139 7461 Colombia Drive 02 178 1 $212,000.00 48
Buena Park 90620 6 10.625 94 $29,862.74 7/1/13 2 663
2661420 Carter CA 181 14 $20,000.00 6/1/98 $206,000.00
27514 Mariam Place 02 178 1 $240,000.00 35
8480212
Santa Clarita 91350 6 10.625 95 $19,908.48 7/1/13 2 682
2661423 Figgins CA 181 09 $22,200.00 7/6/98 $227,150.00
8479990 8132 East Kennedy Road 01 179 1 $322,000.00 32
78
Anaheim 92808 6 10 $22,146.43 8/1/13 2 768
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661425 Braaksma CA 181 09 $58,000.00 7/1/98 $166,977.00
8478646 21 Acorn Ridge 02 179 1 $225,000.00 42
Las Flores Area 92688 7 100 $57,978.74 2 722
10.875 8/1/13
2661428 Cardwell CA 181 14 $36,000.00 7/1/98 $288,000.00
8480048 1330 Bluebird Canyon Drive 01 179 1 $360,000.00 42
Laguna Beach 92651 6 9.375 90 $35,908.03 8/1/13 2 756
2661435 Doppert CA 181 09 $42,300.00 7/9/98 $225,650.00
8480022 22 Via Frontera 01 179 1 $282,100.00 42
Rancho Santa 92688 6 9.875 95 $42,196.76 8/1/13 2 770
2661437 Dobbs UT 181 14 $57,500.00 7/15/98 $123,500.00
8480121 2349 East Kensington 02 179 1 $181,000.00 28
Salt Lake City 84108 6 10.5 100 $57,367.52 8/1/13 2 693
2661446 Smith MA 181 14 $40,800.00 6/30/98 $218,000.00
8489031 33 Mohawk Road 01 178 1 $272,500.00 48
Marblehead 01945 6 10.5 95 $40,611.16 7/1/13 2 761
2661457 Closinski NY 181 14 $20,015.00 7/23/98 $58,763.40
8523540 3452 Chili Avenue 02 179 1 $88,500.00 34
Rochester 14624 6 90 $19,974.64 8/1/13 2 690
11.92
2661465 Fredriksen CO 181 14 $10,000.00 8/4/98 $144,000.00
01
8530644 647 Nelson Park Lane 180 1 $180,000.00 29
Longmont 80503 6 9.55 86 $10,000.00 9/1/13 2 741
2661471 Wood CA 181 14 $45,900.00 7/6/98 $244,800.00
8519647 15880 La Prenda Court 01 179 1 $306,000.00 45
Morgan Hill 95037 7 10.845 95 $45,883.07 8/1/13 2 721
2661493 Montgomery VA 181 09 $60,000.00 6/15/98 $320,000.00
8478943 13403 Trey Lane 01 178 1 $400,000.00 40
Clifton 20124 6 9.25 95 $59,585.99 7/1/13 2 775
2661497 Horner VA 180 16 $51,300.00 6/2/98 $273,600.00
8478950 813 Duke Street 01 177 1 $342,000.00 38
Alexandria 22314 7 9.625 95 $51,250.66 6/1/13 2 693
2661505 Paska VA 181 09 $40,350.00 7/24/98 $215,200.00
8527228 13501 Quiet Stream Court 01 179 1 $269,000.00 27
Fairfax 22032 6 9.875 95 $40,151.52 8/1/13 2 787
2661510 Kerchoff VA 181 14 $27,300.00 6/30/98 $145,600.00
525 North Piedmont Street 01 178 1 $182,000.00 29
8479107
Arlington 22203 7 9.75 95 $27,174.01 7/1/13 2 790
2661514 Colak VA 181 04 $19,950.00 6/26/98 $106,400.00
8479164 4500 28th Road South 01 178 1 $133,000.00 40
95
Arlington 22203 7 9.125 $19,928.68 7/1/13 2 703
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661515 Cole CA 181 14 $29,200.00 7/3/98 $146,250.00
8490583 1343 East Trenton Avenue 01 179 1 $195,000.00 24 45
Orange 92867 6 90 $29,137.67 2 693
11.32 8/1/13
2661541 Wright CA 181 14 $36,000.00 6/25/98 $187,500.00
8496499 2007 Fallen Leaf Circle 01 178 1 $250,000.00 21
Vacaville 95687 6 9.75 90 $35,821.54 7/1/13 2 759
2661542 Rinetti CA 181 14 $28,850.00 7/6/98 $227,150.00
8493173 2715 Darius Way 01 179 1 $320,000.00 43
San Leandro 94577 6 9.625 80 $28,777.96 8/1/13 2 667
2661557 Parker CA 181 14 $35,000.00 7/30/98 $163,200.00
8529521 3387 Rosanne Avenue 01 179 1 $204,000.00 45
Long Beach 90808 6 11.275 98 $34,924.98 8/1/13 2 707
2661558 Lee CA 181 04 $27,000.00 7/24/98 $144,000.00
8519530 14141-b SHORELINE DRIVE 01 179 1 $180,000.00 38
Chino Hills 91709 6 10.025 95 $26,935.00 8/1/13 2 738
2661560 Kumar CA 181 14 $18,000.00 6/30/98 $512,000.00
8540668 2759 Gold Meadow Court 01 178 1 $597,507.00 41
San Jose 95135 6 89 $17,917.65 7/1/13 2 669
10.625
2661561 Hatmaker CA 181 14 $33,700.00 7/22/98 $180,000.00
01
8539330 7110 Wolverine Street 179 1 $225,000.00 22
Ventura 93003 7 9.6 95 $33,683.77 8/1/13 2 801
2661566 Simon CA 181 14 $52,000.00 7/22/98 $224,000.00
8500464 8532 Dacosta Street 02 179 1 $285,000.00 43
Downey 90240 7 10.4 97 $51,978.89 8/1/13 2 735
2661579 Ha CA 181 14 $39,000.00 7/17/98 $195,000.00
8495210 1847 Grenadine Way 01 179 1 $260,000.00 37
San Jose 95122 6 10.875 90 $39,000.00 8/1/13 2 759
2661582 Mettenburg VA 181 09 $30,750.00 6/12/98 $196,000.00
8479495 16 Country Lane 01 178 1 $245,000.00 33
Berryville 22611 6 8.375 93 $30,527.50 7/1/13 2 708
2661595 Blum VA 181 14 $100,000.00 6/16/98 $234,500.00
8481913 3081 North Oakland Street 01 178 1 $335,000.00 37
Arlington 22207 7 9.5 100 $99,901.25 7/1/13 2 751
2661602 Anderson UT 181 14 $60,000.00 7/23/98 $74,953.00
1426 12th Street 02 179 1 $140,000.00 45
8534240
Ogden 84404 6 11.95 97 $59,879.33 8/1/13 2 681
2661607 Thomas VA 181 09 $39,750.00 6/15/98 $212,000.00
8479933 46443 Saffron Court 01 178 1 $265,000.00 33
95
Sterling 20165 6 9.625 $39,550.70 7/1/13 2 710
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661615 Wade CA 181 14 $37,500.00 7/16/98 $200,000.00
8487043 01 179 1 $250,000.00 33
Huntington Beach 92626 6 95 $37,415.58 2 685
10.75 8/1/13
2661616 Ratay HI 181 14 $73,350.00 7/10/98 $391,200.00
8487118 47-341 Mawaena Street 01 179 1 $489,000.00 44
Kaneohe 96744 7 10.5 95 $73,350.00 8/1/13 2 688
2661617 Brennan CA 181 14 $41,500.00 7/1/98 $322,000.00
8496457 373 Avenida Granada 01 179 1 $415,000.00 29
Long Beach 90814 7 9.75 88 $40,767.54 8/1/13 2 742
2661635 Botten CA 181 09 $55,000.00 7/24/98 $293,700.00
8540098 575 Granite Hills Street 01 179 1 $367,146.00 30
Simi Valley 93065 7 9.75 95 $54,974.34 8/1/13 2 748
2661641 Mohajer-vaghary VA 181 RFC01 $47,750.00 6/25/98 $254,800.00
8480014 1814 Brentridge Street 01 178 1 $318,500.00 31
Vienna 22182 6 8.375 95 $47,482.14 7/1/13 2 756
2661643 McCanta WA 181 14 $16,600.00 7/6/98 $134,400.00
8493587 15334 25th Avenue 01 179 1 $168,000.00 38
Shoreline 98155 6 90 $16,563.66 8/1/13 2 662
11.05
2661645 Twyman OR 181 14 $25,300.00 7/13/98 $202,800.00
01
8493611 5471 NorthWest Peakness 179 1 $253,500.00 28
Portland 97229 7 10 90 $4,983.16 8/1/13 2 689
2661653 Tiggs CA 181 14 $41,000.00 7/28/98 $217,024.00
8529299 71 Montebello Drive 02 179 1 $272,000.00 28
Daly City 94015 7 10.975 95 $40,974.98 8/1/13 2 755
2661660 Patterson NM 181 14 $35,000.00 7/24/98 $11,384.00
8521643 23 A County Road 3463 02 179 1 $81,000.00 44
Flora Vista 87415 6 9.84 58 $34,887.00 8/1/13 2 709
2661661 Pitney NM 181 14 $10,000.00 7/24/98 $74,000.00
8516866 1108 Fairview 02 179 1 $85,500.00 34
Farmington 87401 6 11.09 99 $9,978.19 8/1/13 2 745
2661663 Becker VA 181 14 $99,500.00 6/18/98 $225,270.00
8480279 9405 Oakley Court 02 178 1 $333,000.00 48
Fredericksburg 22407 6 10.25 98 $99,028.79 7/1/13 2 733
2661665 Williams GA 180 14 $23,750.00 7/27/98 $57,801.00
1673 North Columbia Place 02 178 1 $82,000.00 45
8518524
Decatur 30032 7 10.75 100 $23,562.76 7/31/13 2 699
2661667 Englert DC 181 14 $49,050.00 6/30/98 $261,600.00
8480394 3015 Rodman Street 01 178 1 $327,000.00 32
95
Washington 20008 7 9.875 $49,027.71 7/1/13 2 681
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661668 Oxendine VA 181 14 $47,250.00 6/23/98 $252,000.00
8480444 3510 King Arthur Road 01 178 1 $315,000.00 44
Annandale 22003 7 95 $47,215.21 2 649
10.875 7/1/13
2661669 Dibbs VA 181 RFC01 $30,750.00 6/22/98 $164,000.00
8480477 11705 Indian Ridge Road 01 178 1 $205,000.00 35
Reston 20191 6 8.875 95 $30,585.03 7/1/13 2 686
2661676 Xia MD 180 09 $41,250.00 6/5/98 $220,000.00
8481004 11828 Appaloosa Way 01 177 1 $275,000.00 37
North Potomac 20878 7 9.75 95 $41,191.80 6/1/13 2 725
2661677 Conover VA 181 14 $80,400.00 6/30/98 $187,600.00
8480485 811 West Country Club 01 178 1 $268,000.00 29
Purcellville 20132 6 10 100 $79,110.42 7/1/13 2 780
2661678 Cohen MD 181 14 $28,550.00 6/29/98 $152,400.00
8480527 25 Darwin Avenue 01 178 1 $190,500.00 31
Takoma Park 20912 6 9.5 95 $27,052.50 7/1/13 2 762
2661679 Huntington MD 181 14 $212,000.00 6/29/98 $742,000.00
8490112 8808 Potomac Station Lane 01 178 1 $1,060,000.00 45
Potomac 20854 7 90 $211,830.76 7/1/13 2 693
10.5
2661680 Wachino VA 181 14 $44,850.00 6/30/98 $239,200.00
01
8480535 2807 Holly Street 178 1 $299,000.00 26
Alexandria 22305 7 9.375 95 $44,550.60 7/1/13 2 711
2661681 Hayden VA 180 09 $33,750.00 6/5/98 $180,150.00
8480584 12171 Hopper Lane 01 177 1 $225,200.00 30
Bristow 20136 6 10 95 $33,500.64 6/1/13 2 746
2661687 Kelly MD 181 09 $45,300.00 6/17/98 $241,600.00
8480592 6814 Roslyn Court 01 178 1 $302,000.00 42
Colombia 21044 7 10.5 95 $45,263.84 7/1/13 2 730
2661709 Chang CA 181 14 $30,500.00 8/3/98 $244,000.00
8542342 3301 Gibson Place 01 180 1 $305,000.00 22
Redondo Beach 90278 6 10 90 $30,304.17 9/1/13 2 745
2661727 Meyer CO 181 14 $31,800.00 7/30/98 $159,000.00
8529026 4680 Independence Trail 01 179 1 $212,000.00 27
Evergreen 80439 7 10 90 $31,771.74 8/1/13 2 743
2661729 Bush VA 181 14 $37,450.00 6/25/98 $199,900.00
5813 Bush Hill Drive 01 178 1 $249,900.00 25
8541963
Alexandria 22310 6 9.625 95 $37,262.23 7/1/13 2 687
2661732 Barros VA 179 14 $17,500.00 6/26/98 $130,000.00
8480667 6108 North Lee Highway 01 176 1 $162,500.00 39
91
Arlington 22205 7 9.75 $17,483.41 5/26/13 2 793
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661734 Brogan VA 181 09 $36,450.00 6/25/98 $194,400.00
8480659 2518 Penny Royal Lane 01 178 1 $243,000.00 26
Reston 20191 6 95 $36,142.22 2 804
8.375 7/1/13
2661736 Brent MD 181 14 $30,900.00 6/26/98 $164,000.00
8480709 810 Woodside Parkway 02 178 1 $206,000.00 36
Silver Springs 20910 6 9.5 95 $30,743.30 7/1/13 2 773
2661738 Lawrence MD 181 14 $45,000.00 6/30/98 $240,000.00
8480741 8907 Melwood Road 01 178 1 $300,000.00 26
Bethesda 20817 6 8.25 95 $44,644.76 7/1/13 2 738
2661747 Videlock MD 181 14 $30,050.00 6/23/98 $160,400.00
8482143 16720 Sioux Lane 01 178 1 $200,500.00 45
Gaithersburg 20878 7 9.75 95 $29,737.05 7/1/13 2 780
2661749 Braham VA 181 14 $42,750.00 6/22/98 $228,000.00
8480766 40748 Woodside Place 01 178 1 $285,000.00 35
Leesburg 20175 6 9.625 95 $42,535.64 7/1/13 2 718
2661751 Fitzgibbon VA 181 14 $30,750.00 6/24/98 $164,000.00
8480782 320 East Del Ray Avenue 01 178 1 $205,000.00 32
Alexandria 22301 7 95 $30,713.57 7/1/13 2 790
8.625
2661753 Jacobs WA 181 14 $39,700.00 7/23/98 $198,750.00
01
8539082 3607 29th Avenue West 179 1 $265,000.00 39
Seattle 98199 6 9.8 90 $39,700.00 8/1/13 2 753
2661756 Light VA 181 09 $43,950.00 6/26/98 $102,550.00
8481426 407 Image Court 01 178 1 $146,500.00 32
Sterling 20164 7 9.625 100 $43,907.73 7/1/13 2 711
2661764 Wilkins UT 180 14 $27,300.00 7/27/98 $136,500.00
8517930 978 North 500 East 01 178 1 $182,000.00 39
Springville 84663 7 10.625 90 $27,189.44 7/31/13 2 644
2661767 Gerstel VA 181 14 $37,350.00 6/24/98 $199,200.00
8480964 1834 Tilden Place 01 178 1 $249,000.00 41
McLean 22101 7 10 95 $37,316.82 7/1/13 2 754
2661773 Fabricius VA 181 RFC01 $33,600.00 3/16/98 $179,200.00
8481442 3865 Inverness Road 01 175 1 $224,000.00 40
Fairfax 22033 6 9 95 $33,149.34 4/1/13 2 771
2661788 Kelley, Jr. DC 180 04 $41,250.00 7/2/98 $220,000.00
1 & 2 Logan Circle 01 178 1 $275,000.00 31
8481509
Washington 20005 6 9.5 95 $41,040.82 7/1/13 2 789
2661789 Seares NJ 181 14 $29,700.00 7/29/98 $237,600.00
8528168 266 Summit Avenue 01 179 1 $297,000.00 38
90
Hackensack 07601 6 11.125 $29,635.44 8/1/13 2 721
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661790 Sebastiani VA 181 14 $27,300.00 6/17/98 $145,600.00
8481061 3530 South 7th Street 01 178 1 $182,000.00 29
Arlington 22204 6 95 $26,840.53 2 776
9.125 7/1/13
2661791 Regnier IN 181 14 $17,850.00 7/17/98 $95,200.00
8482218 313 ST 01 179 1 $119,000.00 37
Tipton 46072 6 9.275 95 $17,803.99 8/1/13 2 737
2661793 Abelardo CA 181 09 $41,500.00 7/13/98 $332,720.00
8482697 72 Haskins Ranch CIR 01 179 1 $415,900.00 23
Danville 94506 6 9.4 90 $41,394.23 8/1/13 2 744
2661797 Margalski IL 181 14 $34,200.00 7/13/98 $182,400.00
8482093 2255 Paddock CT 02 179 1 $228,000.00 31
Geneva 60134 6 11.775 95 $33,730.07 8/1/13 2 673
2661799 Beliveau UT 181 14 $37,650.00 7/10/98 $140,000.00
8482119 1520 NW 300 02 179 1 $187,000.00 36
Mapleton 84664 6 12.775 95 $37,580.02 8/1/13 2 659
2661801 Wright CA 181 14 $26,500.00 7/13/98 $141,600.00
8482655 936 Muskwaki DR 01 179 1 $177,000.00 31
South Lake Tahoe 96150 6 95 $26,439.09 8/1/13 2 724
10.525
2661803 Carroll CA 181 14 $43,000.00 7/13/98 $173,610.00
02
8482259 1053 Plumas CT 179 1 $218,000.00 45
Livermore 94550 6 10.77 100 $42,903.38 8/1/13 2 699
2661805 Grigg CA 181 14 $30,000.00 7/10/98 $98,684.00
8481640 6217 Casita AVE 02 179 1 $165,000.00 26
Carmichael 95608 6 9.775 78 $29,926.11 8/1/13 2 749
2661807 Aponte NJ 181 14 $16,200.00 7/13/98 $86,400.00
8482002 1 Strawberry Point DR 02 179 1 $108,000.00 23
Byram 07821 6 12.4 95 $16,167.40 8/1/13 2 644
2661808 Hamilton NV 181 09 $23,000.00 7/10/98 $89,850.00
8482051 6370 Mono Court 02 179 1 $116,000.00 32
Sun Valley 89433 7 10.525 98 $22,990.91 8/1/13 2 720
2661810 Petersen CA 181 14 $55,400.00 7/14/98 $295,600.00
8481533 8741 Curragh Downs DR 01 179 1 $369,500.00 34
Fair Oaks 95628 6 9.775 95 $55,163.55 8/1/13 2 732
2661811 Leonard FL 181 14 $38,500.00 7/13/98 $114,322.00
3526 State 580 RD 02 179 1 $215,000.00 35
8481541
Safety Harbor 34695 6 9.65 72 $38,404.08 8/1/13 2 699
2661813 Kiefer NJ 181 14 $23,200.00 7/17/98 $185,600.00
8481590 55 James ST 01 179 1 $231,000.00 31
91
Morristown 07960 7 10.9 $23,191.54 8/1/13 2 692
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661814 Gianetto NJ 181 14 $22,000.00 7/13/98 $208,000.00
8481616 45 Morning Glory RD 02 179 1 $260,000.00 30
Warren 07059 7 89 $21,986.08 2 685
10.15 8/1/13
2661815 Brothers WA 181 14 $45,000.00 7/8/98 $130,464.00
8481384 27801 Southkanasket-kangl 02 179 1 $195,000.00 50
Ravensdale 98051 7 11.525 90 $44,907.19 8/1/13 2 680
2661816 Aceves CA 181 14 $35,950.00 7/8/98 $143,900.00
8481400 3242 Fairman ST 01 179 1 $179,900.00 43
Lakewood 90712 7 12.275 100 $35,940.33 8/1/13 2 729
2661818 Callister CA 181 09 $44,400.00 7/13/98 $236,850.00
8481475 28306 N Azurite PL 01 179 1 $296,101.00 42
Valencia Area 91354 7 10.275 95 $44,381.49 8/1/13 2 754
2661819 Lefran FL 181 09 $73,650.00 7/17/98 $392,800.00
8494734 1211 Kelso. BLVD 01 179 1 $491,000.00 35
Windermere 34786 6 9.775 95 $73,468.60 8/1/13 2 741
2661821 Beisel VA 181 RFC01 $18,450.00 6/19/98 $98,400.00
8481137 1110 Casper Drive 01 178 1 $123,000.00 44
Herndon 20170 7 95 $18,433.17 7/1/13 2 673
9.875
2661822 Lasov MD 181 14 $46,600.00 6/18/98 $248,500.00
01
8481517 205 Glyndon Meadow Road 178 1 $310,670.00 38
Reisterstown 21136 7 9.875 95 $44,881.64 7/1/13 2 681
2661828 Wood VA 181 09 $37,850.00 6/24/98 $202,000.00
8494569 12719 Purdham Drive 01 178 1 $254,000.00 48
Woodbridge 22192 6 10.5 95 $37,643.22 7/1/13 2 703
2661829 Kaestner VA 181 09 $34,500.00 6/30/98 $172,500.00
8481566 105 English Court 01 178 1 $230,000.00 24
Leesburg 20175 7 11 90 $34,475.29 7/1/13 2 704
2661831 Scheffy MD 181 RFC01 $25,650.00 6/24/98 $137,000.00
8481244 8729 Thornbrook Drive 01 178 1 $171,278.00 35
Odenton 21113 7 10.5 95 $25,158.25 7/1/13 2 709
2661834 Zelikoff VA 181 RFC01 $41,625.00 6/30/98 $222,000.00
8481756 8144 Madrillon Court 01 178 1 $277,500.00 39
Vienna 22182 7 9.375 95 $41,582.79 7/1/13 2 748
2661839 Griffioen MD 181 09 $89,800.00 6/23/98 $479,050.00
11512 Ridge Mist Terrace 01 178 1 $598,850.00 43
8490690
Gaithersburg 20854 7 9.75 95 $89,715.87 7/1/13 2 715
2661841 Beatty VA 181 09 $44,650.00 6/26/98 $238,250.00
8483588 5948 Innisvale Drive 01 178 1 $297,850.00 36
95
Fairfax Station 22039 7 8.625 $44,521.65 7/1/13 2 744
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661843 Caro CA 181 14 $27,900.00 7/1/98 $80,077.00
8493884 10347 Pendleton Street 02 179 1 $135,000.00 49
Riverside 92505 6 80 $27,829.21 2 779
9.45 8/1/13
2661849 Gray VA 181 09 $56,250.00 6/24/98 $300,000.00
8482176 5231 Summit Drive 01 178 1 $375,000.00 33
Fairfax 22030 7 8.625 95 $56,183.34 7/1/13 2 775
2661851 Cradduck CA 181 14 $18,600.00 6/17/98 $279,000.00
8494056 22219 Paseo De Los 02 178 1 $372,000.00 34
Sonora 95370 6 9.125 80 $18,502.43 7/1/13 2 796
2661852 Cifala VA 181 RFC01 $25,750.00 6/12/98 $137,500.00
8481723 8172 Electric Avenue 01 178 1 $171,900.00 41
Vienna 22182 7 9.125 95 $25,722.69 7/1/13 2 698
2661855 Boynton CA 181 04 $22,800.00 7/7/98 $121,600.00
8481434 14569 Benefit Street 01 179 1 $152,000.00 19
Los Angeles 91403 6 9.875 95 $22,744.35 8/1/13 2 646
2661856 Kochhar VA 181 09 $40,000.00 7/20/98 $213,600.00
8492860 11026 Solaridge Drive 01 179 1 $267,000.00 32
Reston 20191 7 95 $39,983.23 8/1/13 2 728
10.25
2661857 Blaul VA 181 14 $61,000.00 7/15/98 $489,600.00
01
8492597 1200 Artnauman Court 179 1 $612,000.00 32
McLean 22102 7 9.875 90 $61,000.00 8/1/13 2 724
2661860 Stapley CA 181 09 $25,800.00 7/14/98 $343,250.00
8483471 31272 Avenida Madrid 01 179 1 $429,120.00 37
San Juan 92675 7 9.525 87 $25,800.00 8/1/13 2 697
2661861 Leigh CA 181 09 $46,350.00 7/1/98 $247,150.00
8482952 5289 Clearbrook DR 01 179 1 $308,950.00 41
Concord 94521 7 10.275 95 $46,330.67 8/1/13 2 765
2661862 Wassink MI 181 04 $84,950.00 7/16/98 $318,675.00
8484586 2247 Cascade Lakes Se CIR 01 179 1 $424,900.00 30
Cascade 49546 6 9.65 95 $84,738.37 8/1/13 2 757
2661865 Roberts, Jr CA 181 04 $29,100.00 7/10/98 $116,400.00
8484578 720 N Isabel 4 01 179 1 $145,500.00 42
Glendale 91206 7 11.025 100 $29,089.68 8/1/13 2 763
2661866 Dabrowski CA 181 14 $33,000.00 7/8/98 $132,000.00
8280 Northwind WAY 01 179 1 $165,000.00 37
8483034
Orangevale 95662 7 10.65 100 $32,987.31 8/1/13 2 773
2661867 Lee PA 181 14 $44,500.00 7/16/98 $178,000.00
8483190 4206 Sweetbay DR 01 179 1 $222,500.00 34
100
Bethel Park 15102 6 10.775 $44,400.05 8/1/13 2 709
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661868 Coumes CA 181 14 $36,200.00 7/10/98 $144,950.00
8483208 11240 Greycliff AVE 01 179 1 $181,225.00 48
Montclair 91763 6 100 $36,125.98 2 681
11.775 8/1/13
2661870 Robertson CA 181 14 $93,000.00 7/10/98 $215,900.00
8489999 259 Cliffwood DR 01 179 1 $308,900.00 20
Simi Valley 93065 7 10.9 100 $92,966.11 8/1/13 2 745
2661871 Gay CA 181 14 $27,000.00 7/9/98 $144,000.00
8482960 1754 Jasmine ST 02 179 1 $180,000.00 43
El Cajon 92021 6 12.025 95 $26,946.08 8/1/13 2 674
2661872 Tarpenning WA 181 14 $18,000.00 7/9/98 $100,000.00
8482978 1315 S Tule Lake RD 02 179 1 $145,000.00 37
Tacoma 98444 6 9.775 82 $17,955.67 8/1/13 2 748
2661873 Cheeseman CA 181 09 $39,100.00 7/9/98 $313,100.00
8483299 553 Blue Sky CIR 01 179 1 $391,423.00 50
Simi Valley 93065 7 9.65 90 $39,081.37 8/1/13 2 688
2661874 Portnoy CA 181 14 $42,000.00 7/8/98 $252,000.00
8482895 23432 Via Hispano 02 179 1 $315,000.00 50
Santa Clarita 91355 7 94 $41,983.39 8/1/13 2 722
10.525
2661875 Burnette NC 181 14 $29,400.00 7/1/98 $110,250.00
02
8482903 131 Dix Creek RD 179 1 $147,000.00 37
Canton 28716 6 12.275 95 $29,340.74 8/1/13 2 669
2661876 Overcashier CA 181 14 $24,000.00 7/8/98 $192,000.00
8482911 1660 Wyndham WAY 02 179 1 $240,000.00 19
El Dorado Hills 95762 6 10.525 90 $23,944.83 8/1/13 2 692
2661878 Gougousis CA 181 14 $80,000.00 7/8/98 $238,400.00
8482804 1885 Travertine WAY 02 179 1 $348,000.00 40
Union City 94587 6 10.525 92 $79,816.11 8/1/13 2 682
2661879 Mc Auliffe CA 182 14 $63,750.00 6/29/98 $340,000.00
8482812 1659 Collingwood AVE 01 179 1 $425,000.00 42
San Jose 95125 7 10.775 95 $63,726.13 8/1/13 2 763
2661881 Ursua CA 181 09 $21,000.00 6/26/98 $168,000.00
8481525 25 Calle Verano 01 178 1 $210,000.00 44
Rancho Santa 92688 7 10.375 90 $20,982.77 7/1/13 2 702
2661890 Bishoff-carlson MD 181 14 $52,000.00 7/31/98 $277,600.00
6452 South Wind Circle 01 179 1 $347,000.00 38
8539546
Columbia 21044 7 10.25 95 $51,978.20 8/1/13 2 768
2661900 Armstrong VA 181 14 $14,550.00 6/30/98 $77,600.00
8481707 209 North Rice Street 01 178 1 $97,000.00 50
95
Berryville 22611 7 9.5 $14,535.64 7/1/13 2 796
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661901 STEMP WA 181 14 $30,000.00 7/28/98 $107,300.00
8524654 307 West 48th Avenue 02 179 1 $156,000.00 33
KENNEWICK 99337 6 89 $29,934.45 2 710
11.07 8/1/13
2661904 Jones CA 181 14 $33,000.00 7/23/98 $176,000.00
8519712 5599 Carriage Lane 01 179 1 $220,000.00 43
Santa Rosa 95403 7 10.22 95 $32,985.95 8/1/13 2 717
2661908 Crandell MD 180 14 $75,000.00 7/10/98 $174,900.00
8490625 12 Hilltop Road 01 178 1 $250,000.00 33
Silver Spring 20910 6 11.1 100 $74,671.65 7/10/13 2 755
2661911 Bruno VA 180 RFC01 $12,500.00 7/2/98 $136,000.00
8501470 5937 Baron Kent Lane 01 178 1 $172,500.00 40
Centreville 20120 6 9.5 87 $11,991.85 7/1/13 2 772
2661916 Sisti CA 181 09 $47,100.00 7/21/98 $251,200.00
8538027 488 Silver Shadow Drive 01 179 1 $314,000.00 44
San Marcos 92069 7 10.375 95 $47,080.77 8/1/13 2 724
2661918 Luthy CA 181 14 $52,000.00 7/8/98 $311,900.00
8483521 2530 Horace Street 01 179 1 $389,900.00 50
Riverside 92506 7 94 $51,979.79 8/1/13 2 769
10.625
2661920 Towle VA 181 09 $51,050.00 6/19/98 $272,450.00
01
8497208 4502 Gaston Street 178 1 $340,564.00 25
Chantilly 20151 7 11 95 $51,013.43 7/1/13 2 712
2661921 Beil VA 181 09 $39,600.00 6/4/98 $211,200.00
8482762 9839 Natick Road 01 178 1 $264,000.00 42
Burke 22015 6 9.875 95 $39,405.92 7/1/13 2 646
2661925 Campbell CA 181 15 $66,000.00 7/7/98 $528,000.00
8494171 251-253 29th Street 01 179 1 $665,000.00 38
San Francisco 94131 7 9.55 90 $65,967.88 8/1/13 2 751
2661930 Haynes CA 181 14 $14,900.00 7/23/98 $90,047.00
8528424 44776 Road 415 02 179 1 $140,000.00 13
Coarsegold 93614 6 10.625 75 $14,866.07 8/1/13 2 691
2661931 Arthur VA 180 14 $47,775.00 6/2/98 $254,800.00
8481988 9325 Hobart Court 01 177 1 $318,500.00 35
Fairfax 22032 7 10.625 95 $47,719.06 6/1/13 2 653
2661933 Beliveau VA 181 09 $39,750.00 6/25/98 $212,000.00
402 Old Dominion Avenue 01 178 1 $265,000.00 26
8485666
Herndon 20170 7 9.125 95 $39,707.53 7/1/13 2 762
2661938 De Graff CA 181 14 $21,900.00 7/7/98 $175,200.00
8494155 790 Grey Hawk Court 01 179 1 $219,000.00 40
90
San Diego 92057 7 10.8 $21,850.93 8/1/13 2 730
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2661940 Bonvouloir VA 181 09 $57,500.00 6/23/98 $340,800.00
8482135 2854 Willowmere Woods 01 178 1 $426,000.00 30
Vienna 22180 7 94 $57,440.15 2 725
9.75 7/1/13
2661941 Berreth VA 181 09 $24,550.00 3/20/98 $131,000.00
8482689 5 Calvert Court 01 175 1 $163,900.00 35
Sterling 20164 6 10.75 95 $24,268.69 4/1/13 2 653
2661947 Haley LA 181 14 $13,050.00 7/27/98 $72,584.00
8531584 18381 Hope Villa Drive 02 179 1 $95,000.00 34
Prairieville 70769 7 11.875 91 $13,050.00 8/1/13 2 672
2661948 Good WA 121 14 $15,000.00 7/2/98 $128,000.00
8494148 2309 West Mukilteo Blvd. 02 119 1 $182,000.00 36
Everett 98203 5 10 79 $14,895.00 8/1/08 2 728
2661952 Blalock, III VA 181 14 $78,000.00 6/19/98 $416,000.00
8482630 11405 Wolfs Landing 01 178 1 $520,000.00 38
Fairfax Station 22039 6 10 95 $77,622.05 7/1/13 2 714
2661970 NORD OR 181 14 $16,000.00 7/24/98 $143,000.00
8528911 7645 Cason Lane 01 179 1 $179,000.00 45
Gladstone 97027 6 89 $15,828.06 8/1/13 2 698
10.25
2661972 Shah CA 181 09 $48,000.00 7/22/98 $255,950.00
01
8538233 312 North Sara Jane Lane 179 1 $319,990.00 47
Placentia 92870 7 10.5 95 $47,980.92 8/1/13 2 705
2661977 Robinson GA 181 04 $16,000.00 6/29/98 $118,114.00
8494577 5618 Brook Ridge Drive 02 178 1 $153,500.00 28
Dunwoody 30338 6 9.875 88 $15,912.22 7/1/13 2 745
2661978 Spence UT 181 14 $21,000.00 7/17/98 $93,600.00
8523722 2011 North 630 West 02 179 1 $117,000.00 32
Clinton 84015 6 11 98 $20,953.81 8/1/13 2 733
2661979 Aldrich CO 181 09 $60,000.00 7/29/98 $360,000.00
8521502 28764 Wild Rose Drive 01 179 1 $540,000.00 28
Evergreen 80439 7 10.5 78 $15,525.00 8/1/13 2 776
2661983 Campbell NY 181 14 $33,525.00 7/8/98 $178,800.00
8516247 24 Somerstown Road 01 179 1 $223,500.00 34
Ossining 10562 7 11.125 95 $33,513.36 8/1/13 2 729
2662027 Ebel MD 181 14 $10,000.00 6/23/98 $225,000.00
3510 Inverness Drive 02 178 1 $235,000.00 27
8484974
Chevy Chase 20815 6 10.25 100 $9,952.64 7/1/13 2 675
2662037 Bruhn CA 181 14 $80,500.00 7/24/98 $133,085.00
8539173 5507 Goldenwest Avenue 02 179 1 $225,000.00 29
95
Temple City 91780 6 9.4 $80,294.82 8/1/13 2 776
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662040 Knight VA 181 RFC01 $36,000.00 6/26/98 $192,000.00
8484305 620 North Tazewell Street 01 178 1 $240,000.00 37
Arlington 22203 7 95 $35,966.26 2 722
9.75 7/1/13
2662045 CRAIG CO 181 14 $32,250.00 8/3/98 $216,750.00
8530610 395 Oneida Street 01 180 1 $289,000.00 43
Boulder 80303 7 10.25 87 $32,250.00 9/1/13 2 670
2662046 BROWN CO 181 14 $22,600.00 8/3/98 $180,700.00
8533861 221 Lois Drive 01 180 1 $226,000.00 32
Louisville 80027 7 9.875 90 $22,600.00 9/1/13 2 767
2662048 Phung CA 181 14 $44,650.00 7/20/98 $238,300.00
8519464 2982 Angeloni Place 01 179 1 $297,903.00 32
San Jose 95111 7 10.75 95 $44,650.00 8/1/13 2 653
2662059 Reimer VA 181 09 $45,750.00 6/25/98 $244,000.00
8484289 6706 Jade Post Lane 01 178 1 $305,000.00 44
Centreville 20121 7 10.25 95 $45,711.46 7/1/13 2 724
2662060 McCarty VA 180 14 $94,000.00 7/24/98 $282,000.00
8524555 3250 Fox Mill Road 01 178 1 $470,000.00 28
Oakton 22124 7 80 $93,953.76 7/24/13 2 761
9.5
2662061 Malinowski NJ 120 14 $17,700.00 7/23/98 $88,500.00
02
8497018 1189 Bay Avenue 118 1 $118,000.00 42
Dover 07853 5 11.55 90 $17,621.00 7/28/08 2 652
2662064 Smith VA 181 09 $93,000.00 6/23/98 $217,000.00
8483497 6439 La Petite Place 01 178 1 $310,000.00 45
Centerville 20121 7 9.5 100 $92,908.16 7/1/13 2 683
2662065 Reilly VA 181 14 $57,900.00 6/29/98 $308,800.00
8484271 8015 Agin Court 01 178 1 $386,000.00 35
McLean 22102 7 9.75 95 $57,843.21 7/1/13 2 752
2662067 Yelamos VA 181 14 $27,750.00 6/29/98 $148,000.00
8483489 6637 Gordon Avenue 01 178 1 $185,000.00 33
Falls Church 22043 6 9.5 95 $27,609.28 7/1/13 2 784
2662071 Wilson VA 181 14 $33,000.00 6/16/98 $176,000.00
8535270 6704 Red Jacket Road 01 178 1 $220,000.00 39
Springfield 22152 6 8.75 95 $32,730.46 7/1/13 2 733
2662078 Dastrup CA 181 14 $33,550.00 6/26/98 $178,950.00
10554 Rancho Carmel Drive 01 178 1 $227,900.00 41
8483513
San Diego 92128 6 11.3 94 $33,405.82 7/1/13 2 686
2662081 Buchanan MD 181 09 $32,250.00 6/16/98 $172,200.00
8492837 512 Craighill Channel Dr. 01 178 1 $216,250.00 34
95
Perryville 21903 7 10.5 $32,189.02 7/1/13 2 699
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662082 Purcell CA 181 14 $34,000.00 6/24/98 $181,500.00
8483554 2523 Patra Drive 01 178 1 $226,900.00 31
El Sobrante 94803 7 95 $33,978.40 2 701
11.55 7/1/13
2662086 Misner CA 181 14 $17,450.00 7/8/98 $139,900.00
8494106 1469 Melody Lane 01 179 1 $174,900.00 39
El Cajon 92019 6 10.1 90 $17,406.87 8/1/13 2 648
2662087 Mazzocchi VA 181 14 $40,400.00 6/30/98 $215,600.00
8483570 2517 Soapstone Drive 01 178 1 $269,500.00 34
Reston 20191 7 9.125 95 $40,356.83 7/1/13 2 718
2662089 Brown VA 181 14 $41,850.00 6/25/98 $223,200.00
8483992 6219 28th Street N. 01 178 1 $279,000.00 26
Arlington 22207 7 9.125 95 $41,805.27 7/1/13 2 699
2662090 Mc Allister CA 181 14 $35,700.00 7/2/98 $285,600.00
8494130 1316 West Bloomwood Road 01 179 1 $357,000.00 33
Rancho Palos 90275 7 9.8 90 $35,683.52 8/1/13 2 749
2662097 Realubin CA 181 14 $56,250.00 7/17/98 $300,000.00
8522773 160 St Francis Boulevard 01 179 1 $375,000.00 43
Daly City 94015 6 95 $56,250.00 8/1/13 2 696
11.375
2662100 Schintler VA 181 14 $30,900.00 6/26/98 $164,800.00
01
8483646 5415 Sideburn Road 178 1 $206,000.00 40
Fairfax 22032 6 8.375 95 $30,726.67 7/1/13 2 758
2662106 Corral CA 181 14 $34,050.00 6/24/98 $181,600.00
8494122 2884 Colgate Drive 01 178 1 $227,000.00 39
Oceanside 92056 7 10.55 95 $34,023.12 7/1/13 2 664
2662107 Bianco DC 181 14 $96,750.00 6/24/98 $592,000.00
8483653 3001 Foxhall Road 01 178 1 $740,000.00 44
Washtington 20016 7 10.75 94 $96,713.58 7/1/13 2 740
2662110 Phu CA 181 14 $24,250.00 7/2/98 $194,000.00
8494114 1016 High Street 01 179 1 $242,500.00 40
Alameda 94501 7 10 90 $24,239.27 8/1/13 2 695
2662117 Hasund CA 181 09 $50,050.00 6/24/98 $227,150.00
8496366 38409 Crosspointe Common 01 178 1 $308,000.00 35
Fremont 94536 7 9.25 90 $49,997.90 7/1/13 2 713
2662120 Hurwitz CA 181 14 $30,500.00 7/27/98 $244,000.00
5824 Wilkinson Avenue 02 179 1 $305,000.00 45
8524704
Valley Village 91607 6 9.675 90 $30,424.19 8/1/13 2 704
2662122 Ammermann VA 181 RFC01 $37,850.00 6/25/98 $201,800.00
8484214 2300 N Greenbrier Court 01 178 1 $252,287.00 34
95
Arlington 22207 6 9.5 $37,256.46 7/1/13 2 748
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662126 Sipos VA 181 14 $80,250.00 6/29/98 $428,000.00
8484222 1001 Bellview Road 01 178 1 $535,000.00 41
McLean 22102 7 95 $7,127.47 2 754
9.375 7/1/13
2662134 Coy VA 181 09 $38,450.00 6/16/98 $205,200.00
8489973 9919 Bagpipe Court 01 178 1 $256,550.00 44
Bristow 20136 7 10.25 95 $38,417.62 7/1/13 2 751
2662140 Baluyut CA 182 09 $61,500.00 7/28/98 $492,000.00
8542045 85 San Pablo Avenue 01 180 1 $615,000.00 40
San Francisco 94127 7 9.9 90 $61,500.00 9/1/13 2 685
2662141 Hodge, Jr. DC 181 04 $27,400.00 6/30/98 $219,550.00
8484248 1 & 2 Logan Circle 01 178 1 $274,450.00 22
Washington 20005 7 9.125 90 $27,370.71 7/1/13 2 714
2662153 Farley NJ 180 14 $22,200.00 4/30/98 $248,800.00
8533259 253 Mountain Way 01 175 1 $311,000.00 48
Borough Of Morris 07590 6 10 88 $21,781.39 4/30/13 2 725
2662154 Kahlert CA 181 14 $27,500.00 7/8/98 $270,000.00
8486656 3032 Tigertail Drive 01 179 1 $340,000.00 33
Los Alamitos 90720 6 88 $27,435.16 8/1/13 2 693
10.25
2662160 Snitzler VA 181 04 $32,000.00 6/30/98 $170,750.00
01
8484537 305 South Payne Street 178 1 $213,440.00 41
Alexandria 22314 7 9.5 95 $31,911.85 7/1/13 2 683
2662165 Madani CA 181 14 $91,100.00 7/15/98 $486,000.00
8491193 01 179 1 $610,000.00 34
Laguna Niguel 92677 7 11 95 $91,067.51 8/1/13 2 747
2662170 Badillo ID 180 14 $30,000.00 7/24/98 $101,400.00
8516262 7000 North Casa Real Place 02 178 1 $165,000.00 46
Boise 83703 6 10.55 80 $29,888.75 7/29/13 2 694
2662171 Clifton CA 181 14 $90,000.00 7/23/98 $210,000.00
8518144 441 Ross Street 01 179 1 $300,000.00 42
Glendale 91207 7 10.55 100 $89,961.25 8/1/13 2 748
2662174 Mckim TX 181 09 $29,125.00 7/20/98 $116,500.00
8485146 9024 Brimstone Lane 01 179 1 $145,625.00 34
Austin 78717 6 9.99 100 $29,125.00 8/1/13 2 712
2662175 Simonsen CA 181 14 $44,000.00 7/14/98 $176,000.00
103 Oakvue RD 01 179 1 $220,000.00 39
8484693
Pleasant Hill 94523 7 10.775 100 $43,983.52 8/1/13 2 746
2662178 Blagburn MD 181 RFC01 $18,750.00 7/15/98 $100,000.00
8485104 13184 Ripon PL 02 179 1 $125,000.00 40
95
Upper Marlboro 20772 7 11.525 $18,744.04 8/1/13 2 704
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662181 Lumpkin VA 181 RFC01 $25,950.00 7/15/98 $138,400.00
8485138 3108 Borge ST 02 179 1 $173,000.00 24
Oakton 22124 7 95 $25,936.79 2 753
10.025 8/1/13
2662182 Gauspohl FL 181 09 $20,700.00 7/15/98 $110,400.00
8484958 557 SouthWest St. Martin's 02 179 1 $138,000.00 35
Port St. Lucie 34986 6 10.525 95 $16,112.95 8/1/13 2 737
2662183 Joyce GA 181 14 $44,500.00 7/15/98 $167,000.00
8485013 3346 Woodsfield Trace 02 179 1 $235,000.00 49
Marietta 30062 7 11.275 90 $44,418.11 8/1/13 2 656
2662184 Allyn CA 181 14 $54,600.00 7/8/98 $127,400.00
8485021 928 Beaver ST 02 179 1 $182,000.00 44
Santa Rosa 95404 7 11.275 100 $54,581.66 8/1/13 2 685
2662187 Haddix OH 181 14 $20,000.00 7/14/98 $91,000.00
8484891 941 Oberlin DR 02 179 1 $113,000.00 14
Fairfield 45014 6 10.775 99 $19,955.08 8/1/13 2 711
2662190 Kotecki, Jr CT 181 14 $24,400.00 7/15/98 $116,000.00
8484669 2220 Glasgo RD 02 179 1 $156,000.00 43
Griswold 06360 6 90 $24,342.60 8/1/13 2 700
10.275
2662191 Hayes NJ 181 14 $36,000.00 7/14/98 $84,000.00
02
8484677 816 Hobert Avenue 179 1 $120,000.00 42
Plainfield 07063 6 9.9 100 $35,204.47 8/1/13 2 723
2662197 Gouck PA 181 04 $25,000.00 7/15/98 $92,250.00
8489403 981 Roundhouse CT 02 179 1 $123,000.00 36
West Chester 19380 6 11.775 96 $24,898.88 8/1/13 2 690
2662203 Bauer VA 181 14 $35,250.00 6/29/98 $188,000.00
8484529 2249 North Nottingham 01 178 1 $235,000.00 26
Arlington 22205 7 9.75 95 $35,216.98 7/1/13 2 748
2662211 Brooks VA 181 09 $60,050.00 6/16/98 $320,400.00
8484545 8751 Center Road 01 178 1 $401,000.00 36
Springfield 22152 6 8.375 95 $59,713.15 7/1/13 2 757
2662216 Spivey CA 181 14 $28,500.00 7/16/98 $152,000.00
8516809 22858 Upland Way 01 179 1 $190,000.00 38
Hayward 94541 6 10.875 95 $28,436.58 8/1/13 2 694
2662223 Devolve CA 181 09 $64,500.00 7/24/98 $344,000.00
20520 Via Del Palmar 01 179 1 $430,000.00 33
8501371
Yorba Linda 92886 6 10.7 95 $64,354.12 8/1/13 2 709
2662225 Piccio-azarcon VA 181 14 $93,100.00 6/19/98 $496,950.00
8485005 8418 Cardinal Rose Court 01 178 1 $621,215.00 44
95
Fairfax Station 22039 7 9 $92,997.92 7/1/13 2 757
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662249 McCullough CA 181 14 $10,000.00 6/17/98 $137,000.00
8484412 2412 Whitetail Drive 01 178 1 $172,500.00 30
Antioch 94509 6 86 $9,949.04 2 743
9.625 7/1/13
2662251 Mann CA 181 14 $42,050.00 6/17/98 $224,300.00
8484495 8028 Mammoth Drive 01 178 1 $280,419.00 45
Rohnert Park 94928 7 10.5 95 $42,016.43 7/1/13 2 761
2662307 Leon CA 181 09 $14,200.00 6/22/98 $256,800.00
8484560 3424 Oakes Drive 01 178 1 $321,000.00 39
Hayward 94542 7 9.875 85 $14,033.02 7/1/13 2 793
2662313 Chakravarthi CA 181 14 $49,350.00 7/2/98 $263,200.00
8524688 421 Glenmoor Circle 01 179 1 $329,000.00 39
Milpitas 95035 7 10.32 95 $49,329.61 8/1/13 2 749
2662334 Tran CA 181 14 $63,000.00 7/8/98 $222,000.00
8520538 2615 Lucena Drive 02 179 1 $300,000.00 33
San Jose 95132 6 11.15 95 $62,863.38 8/1/13 2 684
2662335 Russ CA 181 14 $48,000.00 7/14/98 $240,000.00
8541583 4320 Atlas Avenue 01 179 1 $320,000.00 48
Oakland 94619 7 90 $47,985.96 8/1/13 2 695
11.9
2662336 Williams MD 121 09 $52,500.00 6/30/98 $280,000.00
01
8485096 1600 Angelwing Drive 118 1 $350,000.00 40
Silver Spring 20904 5 9.5 95 $47,241.45 7/1/08 2 745
2662339 Frederick CA 181 14 $33,750.00 7/1/98 $180,000.00
8484735 2323 Jennings Avenue 01 179 1 $225,000.00 41
Santa Rosa 95401 7 10.25 95 $33,735.85 8/1/13 2 768
2662349 Thurman CA 181 14 $21,900.00 6/18/98 $175,200.00
8484834 5514 Firestone Road 01 178 1 $219,000.00 36
Livermore 94550 6 11.25 90 $21,805.46 7/1/13 2 662
2662352 Niemann CA 181 14 $40,500.00 7/10/98 $202,500.00
8528531 360 West Main Avenue 02 179 1 $270,000.00 33
Morgan Hill 95037 7 10.4 90 $40,483.56 8/1/13 2 693
2662356 Kankel CO 181 09 $16,800.00 7/16/98 $227,150.00
8540528 2340 East Crestmont Lane 01 179 1 $305,000.00 43
Littleton 80126 6 9.4 80 $16,757.18 8/1/13 2 716
2662363 O'Hagin CA 182 14 $42,500.00 6/30/98 $340,000.00
1349 Cunningham Road 01 179 1 $425,000.00 44
8487621
Sebastopol 95472 6 10.3 90 $42,400.25 8/1/13 2 694
2662365 Hirschy CA 182 14 $17,050.00 6/30/98 $136,400.00
8484990 2508 Sweet Rain Way 01 179 1 $170,500.00 39
90
Corona 91719 6 9.675 $17,007.62 8/1/13 2 772
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662368 Coiner MD 181 09 $43,500.00 6/29/98 $232,000.00
8487712 10016 Picea Court 01 178 1 $290,000.00 39
New Market 21774 6 95 $43,277.91 2 738
9.425 7/1/13
2662373 Dyer CA 181 14 $54,000.00 6/24/98 $288,000.00
8487647 5762 Reynolds Place 01 178 1 $360,000.00 43
Concord 94521 6 10.57 95 $53,751.69 7/1/13 2 740
2662376 Bell MD 181 14 $57,900.00 6/25/98 $135,100.00
8485294 305 Ritchie Parkway 01 178 1 $193,000.00 44
Rockville 20852 7 11.2 100 $57,860.28 7/1/13 2 709
2662380 Vaughan MD 181 14 $44,400.00 6/29/98 $222,000.00
8485609 8719 Ridge Road 01 178 1 $296,000.00 35
Bethesda 20817 6 8.875 90 $44,161.80 7/1/13 2 759
2662381 Robertson CA 181 04 $45,000.00 7/1/98 $240,000.00
8486052 10449 Mary Avenue 01 179 1 $300,000.00 42
Cupertino 95014 7 10.32 95 $44,887.00 8/1/13 2 730
2662382 Barbara III CA 181 14 $65,000.00 7/2/98 $192,000.00
8490450 685 Pronto Drive 02 179 1 $290,000.00 37
San Jose 95123 6 89 $64,862.56 8/1/13 2 674
11.42
2662385 HOWARD CO 181 09 $23,250.00 7/3/98 $124,000.00
01
8498172 4747 North Bearlily Way 179 1 $155,000.00 30
Castle Rock 80104 6 10.25 95 $23,195.17 8/1/13 2 708
2662387 Ball CA 181 14 $52,000.00 6/5/98 $227,150.00
8485369 1298 Via Sendero Vista 01 178 1 $320,000.00 45
Escondido 92029 6 10.15 88 $51,347.89 7/1/13 2 719
2662389 Hall VA 181 RFC01 $43,350.00 5/15/98 $231,200.00
8485591 939 Powhatan Street 01 177 1 $289,000.00 47
Alexandria 22314 7 11.3 95 $43,306.16 6/1/13 2 694
2662391 Dorshimer PA 181 14 $31,100.00 7/9/98 $94,850.00
8492092 39 Hemlock Drive 02 179 1 $145,000.00 35
Kutztown 19530 6 9.3 87 $31,020.01 8/1/13 2 789
2662393 Gottbreht CA 181 RFC01 $39,750.00 6/24/98 $212,000.00
8486672 32 Bayberry Way 01 178 1 $265,000.00 25
Irvine 92612 6 11.3 95 $39,438.50 7/1/13 2 693
2662397 Mills CA 181 14 $47,000.00 7/28/98 $376,000.00
7715 West 81st Street 02 179 1 $470,000.00 38
8517831
Playa Del Ray 90293 6 9.5 90 $46,881.29 8/1/13 2 745
2662398 Coumerilh CA 181 14 $37,500.00 7/27/98 $187,500.00
8529877 106 College Road 01 179 1 $250,000.00 40
90
Watsonville 95076 6 9.55 $37,405.72 8/1/13 2 796
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662399 Ward CA 181 14 $19,700.00 7/15/98 $157,600.00
8499410 3676 Mound Avenue 01 179 1 $197,000.00 48
Ventura 93003 6 90 $19,654.60 2 713
10.5 8/1/13
2662402 Sephahbodi CA 181 14 $28,600.00 7/16/98 $228,800.00
8498149 23934 Calvert Street 01 179 1 $286,000.00 39
Woodland Hills 91367 7 11 90 $28,589.80 8/1/13 2 672
2662406 Crook CA 181 14 $16,000.00 7/9/98 $88,125.00
8498859 2319 September Drive 01 179 1 $118,000.00 30
Modesto 95355 6 10.5 89 $15,963.13 8/1/13 2 715
2662408 De Cristo CA 181 14 $24,050.00 6/24/98 $192,400.00
8485674 3272 Hudson Avenue 01 178 1 $240,500.00 45
Walnut Creek 94598 7 10.375 90 $24,030.28 7/1/13 2 705
2662412 Fiechter CA 181 14 $31,800.00 7/29/98 $255,100.00
8530834 1603 Costa Brava 01 179 1 $319,000.00 39
Pismo Beach 93449 7 9.475 90 $31,800.00 8/1/13 2 791
2662431 Gara MD 181 04 $22,650.00 6/30/98 $120,800.00
8486649 20613 Duck Pond Place 01 178 1 $151,000.00 37
Germantown 20874 7 95 $22,631.12 7/1/13 2 734
10.3
2662440 Schochet AZ 181 09 $25,000.00 7/1/98 $227,150.00
01
8485849 13756 East Geronimo Road 179 1 $286,000.00 23
Scottsdale 85259 6 9.8 89 $24,938.57 8/1/13 2 771
2662451 Hoppe CA 181 14 $11,800.00 7/15/98 $94,400.00
8533994 510 Mockingbird Lane 01 179 1 $118,000.00 45
Oakley 94561 6 9.175 90 $11,769.30 8/1/13 2 735
2662452 Mccartney CA 181 14 $40,000.00 7/24/98 $180,000.00
8528135 12874 Amaranth Street 02 179 1 $240,000.00 40
San Diego 92129 7 10.9 92 $39,985.42 8/1/13 2 691
2662453 Coombs MD 181 09 $42,600.00 7/31/98 $227,150.00
8529364 19209 Zinder Lane 01 179 1 $285,000.00 42
Brookeville 20833 7 11.5 95 $42,586.38 8/1/13 2 672
2662456 Rubin MA 181 14 $93,300.00 6/23/98 $497,600.00
8485898 10 Larch Road 01 178 1 $622,000.00 28
Newton 02168 7 10.5 95 $93,225.51 7/1/13 2 712
2662457 Liggett CA 181 14 $10,000.00 6/24/98 $235,700.00
11643 Silvergate Drive 01 178 1 $295,000.00 32
8485872
Dublin 94568 6 11 84 $9,955.82 7/1/13 2 664
2662460 Baldwin UT 181 14 $41,000.00 7/27/98 $94,712.00
8532681 370 West Center Street 02 179 1 $150,000.00 39
91
Kaysville 84037 6 12.22 $40,919.63 8/1/13 2 695
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662465 Roell CA 181 14 $30,000.00 7/28/98 $160,000.00
8528895 02 179 1 $200,000.00 38
Cathedral City 92234 6 95 $29,943.70 2 672
12.675 8/1/13
2662471 Bryson DE 181 14 $26,500.00 6/29/98 $212,000.00
8485930 23 Dickinson Lane 01 178 1 $265,000.00 24
Wilmington 19807 6 9.3 90 $26,363.16 7/1/13 2 726
2662483 Scoma FL 181 09 $51,000.00 6/30/98 $272,000.00
8486094 139 Brookhaven Court 01 178 1 $340,000.00 26
Palm Beach 33418 6 9.875 95 $50,750.03 7/1/13 2 742
2662503 Hasnat CA 181 14 $22,500.00 7/1/98 $180,000.00
8491201 2225 White Oak Lane 01 179 1 $229,000.00 40
Corona 91720 7 10.5 89 $17,491.06 8/1/13 2 734
2662514 Kuang CA 181 14 $25,000.00 7/27/98 $200,000.00
8527913 5327 Welland Avenue 01 179 1 $250,000.00 31
Temple City 91780 7 9.85 90 $24,988.58 8/1/13 2 742
2662516 Ryzow CA 181 14 $49,500.00 7/28/98 $306,000.00
8529547 943 Calle Yucca 02 179 1 $395,000.00 42
Thousand Oaks 91360 6 90 $49,388.83 8/1/13 2 735
10.775
2662523 Huston SC 181 14 $25,000.00 7/29/98 $36,465.33
02
8541831 313 Palmetto Street 179 1 $92,000.00 43
Bennettsville 29512 6 10.75 67 $25,000.00 8/7/13 2 624
2662528 Valeriano CA 181 14 $30,000.00 6/24/98 $288,000.00
8488652 1210 Harper Avenue 01 178 1 $360,000.00 26
Redondo Beach 90278 6 10.3 89 $29,858.58 7/1/13 2 699
2662539 Holman UT 181 14 $37,500.00 7/27/98 $132,300.00
8530073 10385 South Temple View 01 179 1 $189,000.00 25
South Jordan 84095 6 9.875 90 $37,408.48 8/1/13 2 717
2662551 Johnson CA 181 01 $13,000.00 6/17/98 $46,750.00
8487035 15908 Tulare Bend 01 178 1 $65,000.00 37
Corning 96021 6 11.5 92 $12,945.18 7/1/13 2 687
2662553 Brown CA 181 14 $18,000.00 7/27/98 $144,000.00
8522765 4566 West Venue 40 01 179 1 $180,000.00 42
Los Angeles 90065 7 9.85 90 $17,947.75 8/1/13 2 732
2662572 Bashit CA 181 14 $100,000.00 7/27/98 $233,000.00
5188 Gaviota Avenue 01 179 1 $336,000.00 36
8527970
Encino Area 91436 7 10.725 100 $99,962.15 8/1/13 2 763
2662574 Hansen CA 181 09 $36,000.00 7/28/98 $207,682.00
8537383 23 Rosings 02 179 1 $315,000.00 40
78
Mission Viejo 92692 6 9.525 $36,000.00 8/1/13 2 718
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2662583 Rodriguez AZ 181 09 $25,000.00 7/1/98 $196,250.00
8487209 10351 East Rosemary Lane 01 179 1 $247,000.00 31
Scottsdale 85260 6 90 $24,825.62 2 725
9.175 8/1/13
2662586 Murphy MD 181 14 $51,150.00 6/25/98 $227,150.00
8491011 4518 Sammual Court 01 178 1 $315,000.00 44
Ellicott City 21043 6 9.175 89 $50,882.87 7/1/13 2 722
2662620 Corley MD 181 14 $57,900.00 7/10/98 $135,000.00
8488637 11706 Balsamwood Terrace 01 179 1 $192,900.00 38
Laurel 20708 7 11.8 100 $57,882.68 8/1/13 2 707
2662623 Barcroft MA 181 04 $43,000.00 7/31/98 $227,000.00
8518441 243 West Canton Street 01 179 1 $301,000.00 39
Boston 02116 7 9.475 90 $42,978.73 8/1/13 2 758
2662626 Conidaris CA 181 14 $14,300.00 7/23/98 $280,000.00
8524803 11771 Beaver Bar Court 01 179 1 $350,000.00 27
Gold River 95670 6 9.67 85 $14,264.44 8/1/13 2 772
2662627 English WA 181 14 $44,625.00 7/10/98 $238,000.00
8501496 13408 247th Avenue 01 179 1 $297,500.00 44
Monroe 98272 6 95 $44,478.28 8/1/13 2 758
9.5
2662639 Robertson MD 181 09 $66,000.00 6/23/98 $352,000.00
01
8488629 13905 Little Tree Court 178 1 $440,000.00 38
Rockville 20850 7 10.25 95 $65,944.40 7/1/13 2 766
2662641 Tung CA 181 09 $23,600.00 6/22/98 $214,400.00
8487381 12148 Corte Napoli 01 178 1 $268,000.00 28
San Diego 92128 6 9.55 89 $23,480.86 7/1/13 2 748
2662643 Frames GA 181 09 $15,200.00 6/29/98 $118,700.00
8487472 1508 Shadow Ridge Circle 02 178 1 $141,000.00 18
Woodstock 30189 6 10 95 $15,126.35 7/1/13 2 731
2662644 Howell CA 181 14 $23,950.00 7/16/98 $191,600.00
8529422 12591 Topaz Street 01 179 1 $239,500.00 40
Garden Grove 92845 6 9.625 90 $23,890.19 8/1/13 2 754
2662665 Lancaster CA 181 14 $21,200.00 7/16/98 $264,800.00
8528580 210 Corte Colina 01 179 1 $331,000.00 33
Novato 94949 7 10 87 $21,190.62 8/1/13 2 760
2662688 Lavella NY 181 14 $15,000.00 7/23/98 $118,500.00
20 Washington Heights 02 179 1 $158,000.00 41
8530180
Selden 11784 7 11.42 85 $14,922.75 8/1/13 2 660
2662701 Mesina CA 181 14 $40,000.00 6/24/98 $91,651.00
8500977 525 Higate Drive 02 178 1 $285,000.00 48
47
Daly City 94015 7 9.875 $39,963.51 7/1/13 2 724
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2663366 Whitney CA 181 14 $69,000.00 7/24/98 $368,000.00
8517708 2695 Glenbriar Drive 01 179 1 $460,000.00 28
San Jose 95070 7 95 $69,000.00 2 779
10.625 8/1/13
2663375 Parks MO 181 14 $32,100.00 7/17/98 $98,621.00
8490187 1703 Park LN 02 179 1 $138,000.00 40
Kearney 64060 6 11.275 95 $32,031.20 8/1/13 2 695
2663376 Carson TX 181 14 $35,100.00 7/22/98 $140,400.00
8490278 13924 Tanglewood PL 01 179 1 $175,500.00 43
Farmers Branch 75234 6 9.99 100 $33,972.77 8/1/13 2 710
2663377 Hohmann TX 181 14 $99,900.00 7/22/98 $233,100.00
8490336 2207 E Cypress Point 01 179 1 $339,000.00 40
Austin 78746 6 9.99 99 $99,658.75 8/1/13 2 720
2663378 Panek NJ 181 14 $44,000.00 7/17/98 $116,000.00
8489197 3 Willard WAY 02 179 1 $160,000.00 39
Winslow Twp. 08009 6 11.4 100 $43,906.79 8/1/13 2 711
2663379 Gummadi CA 181 14 $90,350.00 7/17/98 $481,968.00
8490021 4059 Carracci LN 01 179 1 $602,460.00 32
San Jose 95135 7 95 $90,313.31 8/1/13 2 773
10.4
2663380 Broadwell FL 181 14 $97,000.00 7/22/98 $110,000.00
01
8489247 15410 Arabian Way 179 1 $231,500.00 42
Mt. Verde 34756 7 10.4 90 $12,840.67 8/1/13 2 756
2663383 Kimmons TN 181 14 $32,700.00 7/17/98 $76,300.00
8489106 133 Creekwood 02 179 1 $109,000.00 37
Hendersonville 37075 6 10.775 100 $32,625.62 8/1/13 2 689
2663384 Nussbaum IL 181 14 $25,000.00 7/17/98 $134,000.00
8489122 837 North Hayes Avenue 02 179 1 $170,000.00 43
Oak Park 60302 6 11.275 94 $24,946.42 8/1/13 2 685
2663385 Griffith FL 181 14 $36,800.00 7/17/98 $58,504.00
8489130 245 Woodhaven Cr. 02 179 1 $106,000.00 38
Ormond Beach 32174 6 10.275 90 $36,713.43 8/1/13 2 748
2663388 Coira FL 181 04 $20,000.00 7/17/98 $44,799.00
8494957 11103 NW 7th, #103-2 ST 02 179 1 $71,000.00 33
Miami 33172 6 10.525 92 $19,954.03 8/1/13 2 709
2663390 Standage CA 181 09 $43,350.00 7/20/98 $173,350.00
13427 Branding Iron 01 179 1 $216,700.00 49
8489056
Chino 91710 7 12.025 100 $43,337.66 8/1/13 2 698
2663391 Gilman CA 181 14 $34,500.00 7/15/98 $184,000.00
8489072 4744 Bunnelle AVE 01 179 1 $230,000.00 42
95
La Verne 91750 6 9.9 $34,416.00 8/1/13 2 744
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2663394 Johnson CA 181 14 $21,500.00 7/14/98 $172,000.00
8488926 4307 Brisbane CIR 01 179 1 $215,000.00 36
El Dorado Hills 95762 6 90 $21,452.82 2 692
11.025 8/1/13
2663395 Nguyen CA 181 14 $26,000.00 7/14/98 $208,000.00
8488934 1910 Camperdown WAY 02 179 1 $260,000.00 40
San Jose 95121 7 11.275 90 $25,991.27 8/1/13 2 681
2663399 Sterns CA 181 14 $18,700.00 7/15/98 $149,471.00
8488835 10345 Variel AVE 02 179 1 $187,000.00 29
Chatworth 91311 7 10.775 90 $18,693.00 8/1/13 2 707
2663402 Vilja CA 181 14 $20,000.00 7/14/98 $217,500.00
8488876 1623 E Calle Artigas 02 179 1 $290,000.00 22
Thousand Oaks 91360 6 10.775 82 $19,955.08 8/1/13 2 705
2663403 Blount CA 181 09 $30,000.00 7/9/98 $227,150.00
8488447 25532 El Picador LN 02 179 1 $300,000.00 42
Mission Viejo 92691 6 10.025 86 $29,927.78 8/1/13 2 700
2663405 Means IN 181 14 $20,000.00 7/17/98 $90,000.00
8488520 1961 N Dearborn Rd. 02 179 1 $114,000.00 23
West Harrison 47060 6 97 $19,955.08 8/1/13 2 714
10.775
2663407 Stock CA 181 14 $28,800.00 7/9/98 $227,150.00
01
8488561 5883 Ascot DR 179 1 $288,000.00 30
Oakland 94611 7 9.65 89 $28,786.28 8/1/13 2 756
2663408 Longobardi CT 181 14 $22,200.00 7/17/98 $118,400.00
8488330 172 Foxon RD 02 179 1 $148,000.00 37
East Haven 06512 6 12.025 95 $22,155.67 8/1/13 2 649
2663409 Wilson CA 181 14 $48,700.00 7/16/98 $259,900.00
8488363 1754 Coastland AVE 01 179 1 $324,900.00 47
San Jose 95125 6 10.4 95 $48,586.76 8/1/13 2 772
2663412 Lyons CO 181 09 $33,400.00 7/17/98 $208,000.00
8488421 855 Caribou DR 02 179 1 $277,000.00 38
Monument 80132 7 10.525 88 $33,386.80 8/1/13 2 734
2663414 Formento CA 181 14 $53,250.00 7/13/98 $284,000.00
8488314 414 Poinsettia 01 179 1 $355,000.00 42
San Mateo 94403 7 10.775 95 $53,230.06 8/1/13 2 703
2663415 Reyes CA 181 09 $54,250.00 7/8/98 $289,550.00
24 W Boulder Creek RD 01 179 1 $361,961.00 48
8488322
Simi Valley 93065 7 10.4 95 $54,227.98 8/1/13 2 741
2664079 Clavell CA 181 04 $40,000.00 7/17/98 $160,000.00
8491235 318 Norris Canyon Terrace 01 179 1 $200,000.00 37
100
San Ramon 94583 7 10.9 $39,985.42 8/1/13 2 763
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664080 Ino CA 181 04 $27,000.00 7/15/98 $216,000.00
8491219 288 Greenview DR 02 179 1 $270,000.00 44
Daly City 94014 7 90 $26,931.19 2 711
10.275 8/1/13
2664083 Maderos CA 181 14 $12,200.00 7/8/98 $85,400.00
8489643 3099 Coronado RD 02 179 1 $122,000.00 46
Chico 95973 6 10.275 80 $12,171.30 8/1/13 2 712
2664085 Equi VA 181 14 $14,500.00 7/15/98 $83,550.00
8489692 2631 Beverly Boulevard 02 179 1 $106,000.00 38
Roanoke 24015 6 11.275 93 $14,468.92 8/1/13 2 682
2664087 Booth VA 121 14 $10,000.00 7/16/98 $67,400.00
8489767 RT 1 Box 165 02 119 1 $86,000.00 41
Narrows 24124 5 11.775 90 $9,955.95 8/1/08 2 657
2664091 Dezoysa CA 181 14 $28,800.00 7/17/98 $230,400.00
8489510 2206 Avenida Las Ramblas 01 179 1 $290,000.00 50
Chino Hills 91709 7 11.525 90 $28,751.60 8/1/13 2 643
2664092 Reece FL 181 14 $26,250.00 7/14/98 $140,000.00
8489593 4074 NorthEast Sunset 02 179 1 $175,000.00 41
Jensen Beach 34957 6 95 $26,195.04 8/1/13 2 679
11.525
2664093 Moody CA 181 14 $36,550.00 7/13/98 $146,350.00
01
8489627 7328 Autumn Chase DR 179 1 $182,990.00 48
Highland 92346 6 11.275 100 $36,471.66 8/1/13 2 701
2664098 Herzog NM 181 09 $36,000.00 7/21/98 $288,000.00
8489460 5600 Mariola Ne PL 01 179 1 $360,000.00 45
Albuquerque 87111 6 9.525 90 $35,909.29 8/1/13 2 749
2664100 Clark CA 181 14 $22,800.00 7/13/98 $122,000.00
8489304 2217 Chestnut DR 02 179 1 $152,500.00 45
Pittsburg 94565 7 12.775 95 $22,792.72 8/1/13 2 650
2664102 Crist CA 181 14 $30,000.00 7/6/98 $68,007.00
8489338 1245 California ST 02 179 1 $100,000.00 45
Los Banos 93635 7 10.9 99 $29,989.07 8/1/13 2 704
2664103 Le CA 181 14 $24,700.00 7/15/98 $197,600.00
8489346 1881 Flickinger RD 01 179 1 $247,000.00 43
San Jose 95131 6 9.65 90 $24,638.47 8/1/13 2 745
2664129 Denyangos CA 181 14 $35,000.00 7/9/98 $146,000.00
16007 Vose Street 02 179 1 $208,000.00 28
8517096
Van Nuys 91406 6 11.05 88 $34,923.38 8/1/13 2 741
2664136 Pelle MI 181 14 $21,500.00 7/8/98 $94,293.49
8525123 24768 Donald 02 179 1 $126,000.00 32
92
Redford 48239 7 11.75 $21,493.50 8/1/13 2 686
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664145 Rafique GA 181 09 $40,700.00 6/30/98 $217,200.00
8491631 1091 White Cloud Ridge 01 178 1 $271,500.00 20
Snellville 30078 7 95 $40,469.12 2 740
10.875 7/1/13
2664148 Alvarez CA 181 14 $30,000.00 6/10/98 $163,800.00
8491722 149 West Avenida 01 178 1 $205,000.00 42
San Clemente 92672 6 13.3 95 $29,893.37 7/1/13 2 674
2664153 Dorrbecker WA 181 14 $44,900.00 7/2/98 $239,950.00
8488454 2357 Northwest 70th Street 01 179 1 $299,950.00 29
Seattle 98117 7 8.5 95 $44,872.79 8/1/13 2 734
2664389 Lewellen CA 181 14 $20,000.00 8/1/98 $227,150.00
8539017 1140 Alder Street 01 180 1 $305,500.00 47
Hollister 95023 6 10.3 81 $20,000.00 9/1/13 2 767
2664390 Des Champs NV 181 09 $36,000.00 7/29/98 $236,000.00
8540338 8381 Las Lagunas Lane 01 179 1 $300,000.00 25
Las Vegas 89129 7 9.75 91 $35,983.20 8/1/13 2 758
2664391 Tejada CA 182 09 $25,500.00 7/27/98 $127,500.00
8521932 1204 Fairway Drive 01 180 1 $170,000.00 35
Richmond 94803 6 90 $25,500.00 9/1/13 2 742
9.5
2664392 Parke CA 181 14 $56,000.00 7/15/98 $372,000.00
01
8498008 2640 Krill Road 179 1 $465,000.00 31
Solvang 93463 7 10.375 93 $55,927.14 8/1/13 2 729
2664393 Ellsworth CA 181 14 $49,200.00 7/16/98 $262,400.00
8498065 6244 Covington Way 01 179 1 $328,000.00 34
Goleta 93117 7 10.375 95 $49,125.37 8/1/13 2 778
2664482 McGilvray MD 181 14 $27,750.00 6/30/98 $148,000.00
8489114 809 Apache Court 01 178 1 $185,000.00 42
Frederick 21701 7 12.5 95 $27,515.67 7/1/13 2 655
2664496 Iizikson MA 181 04 $39,600.00 7/31/98 $227,000.00
8520405 4 Charlesgate East 01 179 1 $296,360.00 26
Boston 02117 7 9.225 90 $39,579.36 8/1/13 2 728
2664497 Koch MA 181 14 $23,600.00 8/7/98 $188,700.00
8526873 10 Pine Warbler Way 01 180 1 $235,935.00 31
Bellingham 02019 7 9.975 90 $23,600.00 9/1/13 2 766
2664500 Anderson OR 181 14 $12,450.00 7/7/98 $66,400.00
2750 Terrmont Street 01 179 1 $83,000.00 43
8500183
White City 97503 6 9.8 95 $11,957.05 8/1/13 2 647
2664505 Larkin-McQuaid CA 181 14 $44,300.00 6/24/98 $236,400.00
8489965 2022 Hickory Street 01 178 1 $295,500.00 30
95
San Diego 92103 6 9.8 $42,550.06 7/1/13 2 724
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664521 Neal CA 181 14 $36,700.00 7/1/98 $196,000.00
8489957 115 Fir Avenue 01 179 1 $245,000.00 43
South San 94080 6 95 $35,581.86 2 709
10.8 8/1/13
2664523 Marenco CA 181 14 $48,700.00 7/24/98 $259,950.00
8524183 3690 Quail Avenue 01 179 1 $324,950.00 42
Castro Valley 94546 7 10.65 95 $48,700.00 8/1/13 2 799
2664524 Tan CA 181 14 $20,500.00 7/28/98 $164,000.00
8524100 520 North Daisy Avenue 01 179 1 $205,000.00 30
Pasadena 91107 7 10.15 90 $20,491.22 8/1/13 2 803
2664528 Macrum CA 181 14 $50,000.00 7/6/98 $287,200.00
8489924 6925 Treasure Trail 01 179 1 $359,000.00 47
Los Angeles 90068 6 10.35 94 $47,896.43 8/1/13 2 746
2664539 Scholtz FL 182 04 $23,000.00 7/30/98 $42,034.00
8525271 620 Ponte Vedra Boulevard 02 180 1 $144,000.00 43
Ponte Vedra 32082 6 9.15 46 $23,000.00 9/1/13 2 768
2664549 Blamey CA 181 14 $48,000.00 7/22/98 $256,000.00
8522492 401 Claydon Way 01 179 1 $320,000.00 46
Sacramento 95864 7 95 $47,898.66 8/1/13 2 693
11.5
2664552 Gioridino NY 181 14 $16,850.00 7/30/98 $227,150.00
01
8537680 107 Lagoon Boulevard 179 1 $305,000.00 38
Massapequa 11758 7 9.375 80 $16,832.91 8/1/13 2 746
2664554 Butler UT 181 14 $12,000.00 7/29/98 $44,784.00
8543191 420 South 100 West 02 179 1 $90,000.00 31
Brigham City 84302 6 9.9 64 $11,941.32 8/1/13 2 714
2664556 Eisenfeld GA 180 14 $53,000.00 7/21/98 $55,658.72
8528572 807 Crockett Court 02 178 1 $136,000.00 36
Decatur 30033 6 9.5 80 $52,866.14 7/27/13 2 763
2664557 Rohm GA 181 14 $62,600.00 7/30/98 $227,150.00
8528028 4832 Dunwoody Station 02 179 1 $305,000.00 26
Dunwoody 30338 7 10.375 95 $62,574.44 8/4/13 2 696
2664560 Baz CA 181 14 $33,000.00 7/29/98 $176,160.00
8524316 1477 Las Lunas Street 01 179 1 $260,000.00 40
Pasadena 91106 7 10.15 81 $32,985.85 8/1/13 2 702
2664563 Fountas CA 181 14 $45,900.00 7/17/98 $367,200.00
411 Walnut Street 01 179 1 $459,000.00 48
8519456
Petaluma 94954 7 10.95 90 $45,883.46 8/1/13 2 710
2664568 Ostrom ID 181 14 $30,000.00 7/24/98 $65,690.00
8499592 912 W Delaware Dr. 02 179 1 $125,000.00 41
77
Nampa 83651 6 9.8 $29,926.28 8/29/13 2 726
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664574 Booker VA 181 RFC01 $43,933.00 7/28/98 $219,668.00
8537623 5769 Governor's Pond 01 179 1 $292,891.00 33
Alexandria 22310 7 90 $43,933.00 2 782
9 8/1/13
2664605 Sirota CA 181 14 $32,500.00 7/21/98 $260,000.00
8490799 9108 W 25th ST 01 179 1 $325,000.00 32
Los Angeles 90034 6 9.525 90 $32,418.11 8/1/13 2 748
2664606 Reyna TX 181 14 $35,000.00 7/20/98 $280,000.00
8490807 1850 Starwood DR 01 179 1 $350,000.00 26
Cedar Park 78613 6 9.99 90 $34,915.48 8/1/13 2 729
2664609 Richards CA 181 14 $51,350.00 7/14/98 $274,000.00
8490831 2850 E Appalachian CT 01 179 1 $342,500.00 41
Thousand Oaks 91362 7 10.9 95 $51,331.29 8/1/13 2 760
2664610 Mittagunta CA 181 09 $59,600.00 7/21/98 $358,400.00
8490617 2341 Esperanca AVE 01 179 1 $448,030.00 41
Santa Clara 95054 7 10.275 94 $59,110.32 8/1/13 2 778
2664611 Purcell CA 181 15 $59,000.00 7/21/98 $472,000.00
8490658 40 - 40 1/2 Park AVE 01 179 1 $590,000.00 45
Venice 90291 6 90 $58,718.01 8/1/13 2 769
10.15
2664613 Carpenter TX 181 09 $57,000.00 7/23/98 $304,000.00
01
8497109 5716 River Rock LN 179 1 $380,000.00 46
Plano 75093 6 9.99 95 $56,862.35 8/1/13 2 669
2664614 Hikido CA 181 14 $31,950.00 7/6/98 $255,600.00
8490500 609 Joanne DR 01 179 1 $319,500.00 39
San Mateo 94402 7 10.275 90 $31,936.67 8/1/13 2 759
2664615 Jones CA 181 14 $38,400.00 7/14/98 $153,600.00
8490542 256 E Dominguez ST 01 179 1 $192,000.00 45
Carson 90745 6 10.525 100 $38,311.73 8/1/13 2 710
2664622 Duffy CA 181 14 $40,500.00 6/15/98 $202,500.00
8490161 14891 Morningside Drive 01 178 1 $270,000.00 27
Poway 92064 6 9.3 90 $40,290.87 7/1/13 2 776
2664625 Reinholt OR 182 14 $36,700.00 7/29/98 $293,600.00
8529851 2150 Alpine Drive 01 180 1 $367,330.00 28
West Linn 97068 7 9.225 90 $36,700.00 9/1/13 2 715
2664638 Epstein CA 181 14 $13,000.00 7/7/98 $227,000.00
10 Eccelstone Circle 02 179 1 $320,000.00 36
8493348
Irvine 92604 6 9.55 75 $12,967.32 8/1/13 2 697
2664643 HARDING NM 181 14 $21,000.00 7/24/98 $81,566.00
8520793 6019 Edith Boulevard 02 179 1 $118,000.00 37
87
Albuquerque 87107 6 11.59 $20,956.29 8/1/13 2 710
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664644 REEVES CO 121 14 $29,500.00 7/30/98 $96,750.00
8534125 5405 West 69 Th Avenue 02 119 1 $130,000.00 41
Arvada 80003 5 98 $29,203.14 2 714
9.54 8/1/08
2664645 Mosley CO 181 14 $49,500.00 7/30/98 $264,000.00
8525750 1355 Pawprint Court 01 179 1 $330,000.00 29
Colorado Springs 80921 6 10.34 95 $49,384.25 8/1/13 2 729
2664657 Fong CA 61 14 $11,000.00 6/25/98 $227,150.00
8492126 26661 Alicante Drive 01 58 1 $310,000.00 32
Mission Viejo 92691 4 9.2 77 $10,708.71 7/1/03 2 728
2664733 Atha CA 181 14 $63,000.00 7/30/98 $227,150.00
8529273 125 North Lucia Avenue 01 179 1 $465,000.00 44
Redondo Beach 90277 6 10.65 63 $62,856.85 8/1/13 2 736
2664735 Uchiyamada CA 181 14 $35,800.00 8/3/98 $191,500.00
8538324 808 Patterson Avenue 01 180 1 $239,000.00 41
Glendale 91202 7 10.85 96 $35,800.00 9/1/13 2 717
2664774 Crowder DC 181 14 $148,800.00 6/30/98 $347,200.00
8491409 1636 19th Street NorthWest 01 178 1 $496,000.00 47
Washington 20009 7 100 $148,672.64 7/1/13 2 720
10.175
2664792 Bohan MD 181 04 $23,250.00 7/8/98 $116,250.00
01
8491748 4550 North Park Avenue 179 1 $155,000.00 23
Chevy Chase 20815 7 11.3 90 $23,068.94 8/1/13 2 761
2664808 Bradfield MA 181 14 $76,500.00 7/20/98 $408,000.00
8494163 5 Long Ridge Lane 01 179 1 $510,000.00 38
Ipswich 01938 7 10.25 95 $76,428.44 8/1/13 2 680
2664810 Engo CA 181 14 $28,500.00 7/8/98 $152,000.00
8491581 919 Jean Way 01 179 1 $190,000.00 33
Hayward 94545 7 10.375 95 $28,488.36 8/1/13 2 729
2664817 De Guzman CA 181 14 $47,200.00 7/1/98 $252,000.00
8491656 11481 Sonora Trail 01 179 1 $315,000.00 29
Redding 96003 7 11.175 95 $47,183.80 8/1/13 2 761
2664832 Donahoe CA 181 14 $42,600.00 7/15/98 $227,200.00
8519662 502 7th Street 01 179 1 $284,000.00 41
Pacific Grove 93950 6 11.875 95 $42,513.71 8/1/13 2 678
2664833 Nelson CA 181 14 $26,100.00 7/1/98 $208,800.00
1117 Austin Way 01 179 1 $261,000.00 42
8519381
Napa 94558 6 9 90 $26,031.02 8/1/13 2 736
2664835 Brown UT 121 14 $24,500.00 7/20/98 $110,639.00
8515975 4069 Sheri Way 02 119 1 $140,000.00 42
97
West Valley City 84120 5 11.5 $24,384.79 8/1/08 2 694
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664836 De Costa CA 181 04 $23,325.00 7/8/98 $124,400.00
8518664 2311 4th Street Unit/Apt 01 179 1 $155,500.00 32
Santa Monica 90405 6 95 $23,269.36 2 796
10.125 8/1/13
2664843 CASTLE CO 180 14 $32,000.00 7/27/98 $206,700.00
8524571 6120 Rabbit Ears Court 01 178 1 $240,000.00 36
Colorado Springs 80919 6 11.5 100 $31,932.85 7/31/13 2 718
2664844 Dechurch CA 180 14 $90,000.00 7/23/98 $225,000.00
8522732 2003 Hidden Valley Canyon 02 178 1 $350,000.00 39
Laguna Beach 92651 6 10.5 90 $89,583.47 7/28/13 2 690
2664847 Raines MD 181 04 $49,800.00 6/25/98 $116,200.00
8493223 20844 Mountain Lake 01 178 1 $166,025.00 42
Germantown 20874 7 10.75 100 $49,762.33 7/1/13 2 756
2664848 Boyd CA 181 14 $65,850.00 7/20/98 $351,200.00
8493041 442 Highland Place 01 179 1 $439,000.00 22
Monrovia 91016 7 10.675 95 $65,799.36 8/1/13 2 685
2664858 Wayne VA 181 14 $50,100.00 7/10/98 $267,200.00
8501124 6510 Beverly Avenue 01 179 1 $334,000.00 42
McLean 22101 7 95 $50,081.64 8/1/13 2 693
10.875
2664865 Peckinpaugh CA 181 14 $60,000.00 7/7/98 $319,950.00
01
8492035 11960 Doral Avenue 179 1 $399,950.00 31
Northridge Area 91326 6 10.75 95 $59,864.93 8/1/13 2 731
2664867 DEVERE WA 182 14 $25,500.00 7/31/98 $185,694.00
8534638 17913 McLean Road 02 180 1 $235,000.00 41
Vashon 98070 7 11.25 90 $25,500.00 9/1/13 2 666
2664886 Clark NV 181 14 $54,300.00 7/15/98 $289,600.00
8520397 3520 Comstock Drive 01 179 1 $362,000.00 27
Reno 89512 6 8.99 95 $54,300.00 8/1/13 2 745
2664889 Heckman CO 182 RFC01 $25,000.00 7/30/98 $102,651.00
8540197 6820 West 84th Circle 02 180 1 $135,500.00 30
Arvada 80003 6 10.05 95 $25,000.00 9/1/13 2 719
2664899 Evans CA 181 14 $54,200.00 8/3/98 $433,600.00
8540189 3452 Windspun Drive 01 180 1 $542,000.00 38
Huntington Beach 92649 6 9.675 90 $54,200.00 9/1/13 2 743
2664900 Wallace WA 182 14 $40,000.00 6/29/98 $17,458.00
1312 West York Avenue 02 179 1 $84,000.00 42
8494205
Spokane 99205 6 9.3 69 $39,897.12 8/1/13 2 688
2664901 Greenen WA 181 16 $39,700.00 7/8/98 $212,000.00
8516148 2530 A East Madison Street 01 179 1 $265,000.00 28
95
Seattle 98112 6 10.05 $39,567.49 8/1/13 2 764
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2664903 Harpel CO 181 RFC01 $25,000.00 7/29/98 $200,000.00
8538449 3427 Iris Court 02 179 1 $255,000.00 42
Boulder 80304 7 89 $25,000.00 2 687
10.75 8/1/13
2664904 Mckernan GA 180 09 $77,250.00 7/17/98 $412,000.00
8500563 5430 Chelsen Wood Drive 01 178 1 $515,000.00 32
Duluth 30097 7 9.75 95 $77,177.62 7/17/13 2 768
2664905 Benitez CA 181 RFC01 $30,100.00 7/27/98 $110,500.00
8538456 4222 Jupiter Court 01 179 1 $148,000.00 38
Union City 94587 6 11.125 95 $30,034.56 8/1/13 2 682
2664955 Canel CA 181 14 $30,000.00 6/24/98 $335,000.00
8494007 5212 Otis Avenue 02 178 1 $480,000.00 36
Tarzana 91356 6 9.3 77 $29,845.08 7/1/13 2 691
2664971 Bunnell CA 181 14 $21,900.00 6/2/98 $175,200.00
8539561 799 Cole Road 01 178 1 $219,000.00 39
Aromas 95004 7 10.375 90 $21,891.06 7/1/13 2 649
2664977 Endelicato CA 181 14 $43,000.00 7/13/98 $344,000.00
8524878 3257 Wade Street 01 179 1 $430,000.00 38
Los Angeles 90066 6 90 $42,900.92 8/1/13 2 697
10.5
2664980 Evans CA 181 14 $37,500.00 8/3/98 $200,000.00
01
8542367 4532 Piper Street 180 1 $250,000.00 42
Fremont 94538 7 11.6 95 $37,500.00 9/1/13 2 753
2664997 Sanders MO 181 14 $54,350.00 7/24/98 $200,000.00
8494650 3824 Woodmoor Gardens CT 01 179 1 $254,359.47 45
St Louis 63143 7 10.775 100 $54,329.65 8/1/13 2 713
2664998 Zuckschwerdt AL 181 14 $11,000.00 7/20/98 $39,753.00
8494668 141 Tillman RD 02 179 1 $55,000.00 32
Hazel Green 35750 6 10.775 93 $10,975.29 8/1/13 2 749
2665000 Brown CO 181 14 $29,000.00 7/24/98 $116,000.00
8494593 2750 Alteza LN 01 179 1 $145,000.00 44
Colorado Springs 80917 6 11.15 100 $28,937.11 8/1/13 2 730
2665002 Petersen CA 181 14 $48,000.00 7/23/98 $192,000.00
8494627 4971 N Hollyglen Ct. 01 179 1 $240,000.00 40
Moorpark 93021 7 11.65 100 $47,985.16 8/1/13 2 736
2665003 Rutledge CA 181 14 $23,950.00 7/21/98 $127,735.00
2673 Torrey Pine RD 01 179 1 $159,669.00 47
8494635
San Bernardino 92407 6 11.65 95 $23,900.44 8/1/13 2 707
2665004 Haddad CA 181 14 $31,500.00 7/14/98 $332,000.00
8493710 55 Northgate RD 02 179 1 $415,000.00 45
88
Walnut Creek 94598 6 9.525 $31,250.03 8/1/13 2 728
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665007 Keene CA 181 14 $27,300.00 7/15/98 $344,080.00
8518979 2526 Clearbank WAY 02 179 1 $391,000.00 36
San Jose 95121 6 95 $27,238.69 2 707
10.775 8/1/13
2665012 Greenberg NJ 181 14 $35,000.00 7/20/98 $140,000.00
8493694 59 Omaha Ave 02 179 1 $175,000.00 31
Rockaway 07866 6 11.65 100 $34,927.58 8/1/13 2 706
2665013 Flanders VA 181 14 $47,000.00 7/24/98 $188,000.00
8493702 1903 Barbee ST 01 179 1 $235,000.00 32
Mclean 22101 7 10.4 100 $46,980.91 8/1/13 2 750
2665016 Esplin UT 181 14 $28,500.00 7/20/98 $66,500.00
8493371 408 South 400 East 02 179 1 $95,000.00 50
Cedar City 84720 6 10.775 100 $28,436.00 8/1/13 2 697
2665017 Farrell CA 181 14 $46,000.00 7/17/98 $172,000.00
8493397 3625 Sluice Box RD 02 179 1 $230,000.00 37
Placerville 95667 6 11.025 95 $45,898.63 8/1/13 2 693
2665031 Brey CA 181 14 $54,000.00 7/22/98 $288,000.00
8523664 884 Granada Lane 01 179 1 $360,000.00 21
Vacaville 95688 6 95 $53,869.71 8/1/13 2 726
10
2665053 Buxton TX 181 14 $61,600.00 7/24/98 $246,400.00
01
8495152 20806 Woodland Cove 179 1 $308,000.00 43
Garden Ridge 78266 6 9.99 100 $61,451.24 8/1/13 2 710
2665054 Bernatek TX 181 09 $57,500.00 7/24/98 $229,900.00
8497406 18231 Open Forest 01 179 1 $287,433.00 39
San Antonio 78259 6 9.99 100 $57,361.14 8/1/13 2 715
2665055 Delucia ID 181 14 $10,000.00 7/24/98 $35,000.00
8497380 301 W E AVE 01 179 1 $45,000.00 33
Jerome 83338 7 10.4 100 $9,995.94 8/1/13 2 761
2665059 Fleece CA 181 14 $75,000.00 7/27/98 $567,567.00
8522245 1004 Highland Street 02 179 1 $715,000.00 33
South Pasadena 91030 6 10.5 90 $74,827.20 8/1/13 2 701
2665069 Bridge OR 180 15 $13,000.00 8/3/98 $79,614.00
8522443 1503 1/2 3/4 M Avenue 02 179 1 $116,000.00 42
Lagrande 97850 6 10 80 $13,000.00 8/6/13 2 745
2665088 Trone MD 181 14 $23,500.00 7/31/98 $188,000.00
5105 Fleming Road 01 179 1 $235,000.00 38
8533242
Mount Airy 21771 6 9.5 90 $23,500.00 8/1/13 2 766
2665107 Brooks CA 181 14 $50,000.00 7/24/98 $108,144.00
8524134 13982 Rose Court 02 179 1 $225,000.00 40
71
Grass Valley 95945 6 9.74 $49,875.83 8/1/13 2 705
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665111 Pedroza CA 181 04 $14,800.00 8/3/98 $118,400.00
8529257 1933 East Washington 01 180 1 $148,000.00 42
Pasadena Area 91104 7 90 $14,800.00 2 701
10.35 9/1/13
2665120 Brown CA 181 14 $50,000.00 8/1/98 $308,000.00
8537649 1652 Aspenwall Road 02 180 1 $380,000.00 38
Westlake Village 91361 7 11.85 95 $50,000.00 9/1/13 2 661
2665126 Werner UT 121 14 $10,000.00 7/31/98 $124,664.00
8524076 1425 East 230 South 02 119 1 $157,000.00 23
Spanish Fork 84660 5 9.1 86 $9,821.40 8/5/08 2 780
2665127 Denis HI 181 14 $65,700.00 7/6/98 $243,000.00
8493876 1142 Keolu Drive 01 179 1 $325,000.00 36
Kailua 96734 7 11 95 $65,676.25 8/1/13 2 716
2665134 Smith CA 181 RFC01 $57,250.00 7/16/98 $162,662.00
8496390 11 Las Villas CT 02 179 1 $220,000.00 27
San Francisco 94124 7 11.275 100 $56,770.54 8/1/13 2 720
2665135 Martin WA 181 14 $35,000.00 7/17/98 $120,000.00
8497083 20320 30th Avenue 02 179 1 $155,000.00 46
Seattle 98155 6 100 $34,922.31 8/1/13 2 742
10.9
2665136 Angel FL 181 09 $24,900.00 7/21/98 $132,800.00
02
8496739 19040 SW 4th ST 179 1 $166,000.00 44
Pembroke Pines 33029 6 10.525 95 $24,642.76 8/1/13 2 710
2665137 Robinson WA 181 14 $34,200.00 7/21/98 $136,800.00
8496580 11718 SouthEast 231st 01 179 1 $171,000.00 33
Kent 98031 7 10.9 100 $34,187.54 8/1/13 2 688
2665138 Jahng MD 181 RFC01 $17,500.00 7/21/98 $110,400.00
8496606 8519 Pine Meadows DR 02 179 1 $138,000.00 29
Odenton 21113 7 10.775 93 $17,493.45 8/1/13 2 760
2665139 Allen TN 193 14 $46,650.00 7/27/97 $108,750.00
8496655 1077 Woods Ferry RD 01 179 1 $155,400.00 40
Lebanon 37087 7 10.775 100 $46,632.53 8/1/13 2 726
2665141 Taylor CA 181 15 $16,000.00 7/16/98 $201,000.00
8496705 615-617 Bosworth ST 02 179 1 $330,000.00 49
San Francisco 94131 7 9.775 66 $15,792.14 8/1/13 2 757
2665142 Gasich CA 181 09 $66,000.00 7/21/98 $247,000.00
1363 Mellow LN 02 179 1 $330,000.00 20
8496382
Simi Valley 93065 6 10.025 95 $65,841.12 8/1/13 2 730
2665146 Nichols FL 181 14 $22,000.00 7/21/98 $52,483.00
8496432 625 N Thorpe AVE 02 179 1 $85,000.00 29
88
Orange City 32763 6 10.775 $21,950.59 8/1/13 2 696
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665148 Hernandez CA 181 14 $46,600.00 7/16/98 $186,400.00
8496234 320 W Teakwood AVE 01 179 1 $233,000.00 45
La Habra 90631 6 100 $46,491.64 2 724
10.4 8/1/13
2665156 Holbura AZ 181 14 $180,000.00 7/21/98 $780,000.00
8496176 10419 N 57th ST 02 179 1 $1,200,000.00 42
Paradise Valley 85253 6 10.025 80 $179,566.71 8/1/13 2 692
2665158 Draper WA 181 09 $51,000.00 7/17/98 $119,000.00
8495756 25322 Meadow Way NorthEast 02 179 1 $173,000.00 42
Arlington 98223 7 11.275 99 $50,982.88 8/1/13 2 706
2665159 Brooks CA 181 09 $45,300.00 7/15/98 $363,100.00
8495780 28492 Calle Pinata 01 179 1 $453,965.00 37
San Juan 92675 6 9.525 90 $45,185.57 8/1/13 2 748
2665163 Enderud CA 181 09 $34,650.00 7/21/98 $184,800.00
8495608 2314 Calle Petula 02 179 1 $255,000.00 44
San Dimas 91773 6 10.275 87 $34,568.49 8/1/13 2 726
2665167 Feuilly CO 181 14 $32,000.00 7/22/98 $184,000.00
8495731 1431 Nusbaum RD 02 179 1 $230,000.00 34
Durango 81301 7 94 $31,991.86 8/1/13 2 644
12.525
2665169 Ruebel CA 181 14 $39,300.00 7/16/98 $209,600.00
02
8495467 1679 Everglades DR 179 1 $262,000.00 29
Milpitas 95035 6 9.775 95 $39,203.20 8/1/13 2 742
2665171 Tardy CA 181 14 $49,250.00 7/20/98 $250,000.00
8495582 25015 Pennsylvania AVE 02 179 1 $315,000.00 45
Lomita 90717 6 12.025 95 $49,151.65 8/1/13 2 660
2665174 Kaufman CT 181 14 $44,800.00 7/22/98 $179,200.00
8495343 161 Dessa DR 02 179 1 $224,000.00 35
Hamden 06517 7 10.775 100 $44,783.23 8/1/13 2 762
2665176 Kivel MA 181 14 $50,000.00 7/22/98 $352,000.00
8495319 235 Eliot ST 02 179 1 $440,000.00 40
Natick 01760 6 12.775 92 $49,907.05 8/1/13 2 650
2665177 Mcclellan CA 181 14 $50,000.00 7/20/98 $276,000.00
8496754 1487 Maxine AVE 01 179 1 $345,000.00 42
San Jose 95125 6 12.15 95 $49,901.33 8/1/13 2 680
2665190 Boehm CA 181 14 $25,200.00 8/5/98 $191,300.00
2300 North 6th Street 02 180 1 $250,000.00 34
8542144
Burbank 91504 6 10.525 95 $25,200.00 9/1/13 2 684
2665201 Cantrell CA 181 14 $20,700.00 8/5/98 $252,492.00
8532210 25729 Wilde Avenue 02 180 1 $330,000.00 27
83
Stevenson Ranch 91381 6 9.5 $20,700.00 9/1/13 2 784
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665267 Connaughton GA 181 14 $36,750.00 7/22/98 $196,000.00
8497802 3887 Sheldon Drive 01 179 1 $245,000.00 28
Atlanta 30342 7 95 $36,750.00 2 729
9.5 8/1/13
2665310 Porter MD 181 09 $22,000.00 7/15/98 $187,000.00
8495368 3015 Shoreline Boulevard 01 179 1 $220,000.00 25
Laurel 20724 7 10.75 95 $20,660.80 8/1/13 2 717
2665328 Harrison Jr MD 181 14 $36,000.00 7/15/98 $306,000.00
8517898 426 Fairway Court 02 179 1 $360,000.00 29
Severna Park 21146 7 9.25 95 $35,981.33 8/1/13 2 768
2665331 Hall DE 181 14 $42,400.00 7/2/98 $227,150.00
8494742 127 Wedlin Park Drive 01 179 1 $299,500.00 29
Wilmington 19803 6 9.175 90 $324.18 8/1/13 2 764
2665332 Campos CA 181 14 $46,200.00 7/2/98 $246,400.00
8517252 541 Euclid Avenue 01 179 1 $308,000.00 37
San Bruno 94066 7 10.7 95 $46,200.00 8/1/13 2 774
2665346 Parish OR 181 14 $46,500.00 7/13/98 $13,335.00
8494841 18812 Northeast Hassalo 01 179 1 $150,000.00 37
Portland 97230 6 40 $45,626.22 8/1/13 2 760
8.995
2665348 Bell CA 182 14 $33,900.00 6/30/98 $180,800.00
01
8532491 606 Dena Drive 179 1 $226,000.00 35
Newbury Park 91320 6 10.55 95 $33,822.26 8/1/13 2 699
2665352 Allen MD 181 14 $34,500.00 6/30/98 $293,250.00
8495772 10384 Boca Raton Drive 01 178 1 $345,000.00 37
Ellicott City 21042 7 10.42 95 $34,197.84 7/1/13 2 703
2665356 Millhauser CA 181 14 $15,000.00 7/28/98 $296,000.00
8534588 111 Crestview Terrace 01 179 1 $370,000.00 36
Santa Cruz 95060 6 9.875 85 $15,000.00 8/1/13 2 769
2665358 Schutter CA 181 RFC01 $35,200.00 7/9/98 $188,000.00
8494809 1037 Mangrove Lane 01 179 1 $235,000.00 35
Alameda 94502 6 10.3 95 $34,995.00 8/1/13 2 729
2665362 Ciaverelli PA 181 14 $19,500.00 6/29/98 $165,750.00
8495103 201 Valley View Circle 01 178 1 $195,000.00 32
Phoenixville 19460 6 9.55 95 $19,401.55 7/1/13 2 755
2665363 Wayland CA 181 14 $25,000.00 6/26/98 $277,000.00
21852 Herencia 01 178 1 $393,000.00 42
8494882
Mission Viejo 92692 6 9.55 77 $24,873.80 7/1/13 2 648
2665365 Cracraft CA 182 14 $64,900.00 6/30/98 $198,823.00
8495186 6735 Altiplano Way 02 179 1 $266,000.00 36
100
San Jose 95119 7 9.625 $64,868.91 8/1/13 2 727
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665374 Ostrom CA 181 04 $19,300.00 7/2/98 $154,400.00
8494916 116 Posada Del Sol 01 179 1 $193,000.00 40
Novato 94949 6 90 $19,255.53 2 770
10.5 8/1/13
2665376 Porter CA 181 14 $27,000.00 6/26/98 $83,600.00
8494932 4162 Marvin Street 01 178 1 $124,000.00 33
Oceanside 92056 6 9.8 90 $26,712.76 7/1/13 2 681
2665377 Martin MD 181 RFC01 $14,950.00 6/30/98 $127,400.00
8495061 7211 Dockside Lane 01 178 1 $149,000.00 25
Columbia 21045 6 9.22 96 $14,872.24 7/1/13 2 765
2665381 Becerra CA 181 14 $31,200.00 7/7/98 $183,750.00
8494981 719 Midway Avenue 01 179 1 $245,000.00 42
Colma 94015 6 10.3 88 $31,126.77 8/1/13 2 708
2665382 Kowta CA 181 14 $28,100.00 7/7/98 $225,250.00
8495004 1639 Joshua Tree Street 01 179 1 $281,600.00 35
Davis 95616 6 9.8 90 $28,030.94 8/1/13 2 782
2665385 Benson PA 181 09 $24,250.00 6/30/98 $194,000.00
8515884 610 Yardley Lane 01 178 1 $242,500.00 35
Downingtown 19335 6 90 $24,081.53 7/1/13 2 761
9.55
2665387 Esslinger CA 181 14 $15,000.00 6/26/98 $225,500.00
01
8495012 28308 Wilkes Road 178 1 $305,000.00 43
Valley Center 92082 6 9.55 79 $14,894.93 7/1/13 2 768
2665391 Chandler CA 181 14 $52,300.00 7/1/98 $261,750.00
8495046 20302 Brenstone Lane 01 179 1 $349,000.00 43
Huntington Beach 92646 6 9.8 90 $52,171.28 8/1/13 2 704
2665392 Lovering MD 181 14 $22,300.00 7/3/98 $189,500.00
8495053 3447 Arcadia Drive 01 179 1 $223,000.00 31
Ellicott City 21042 6 10.22 95 $22,247.27 8/1/13 2 756
2665398 Hall CA 181 14 $36,000.00 7/8/98 $179,900.00
8495194 14120 Kendra Way 01 179 1 $239,900.00 34
Poway 92064 6 10.05 90 $35,913.54 8/1/13 2 681
2665399 Turner CA 181 09 $53,200.00 7/7/98 $284,000.00
8495293 41 Raven Lane 01 179 1 $355,000.00 46
Aliso Viejo Area 92656 7 11.5 95 $53,088.35 8/1/13 2 709
2665401 Deluca PA 181 14 $34,800.00 7/2/98 $295,800.00
410 Moreland Road 01 179 1 $348,000.00 33
8495269
Wallingford 19086 6 9.55 95 $34,712.50 8/1/13 2 741
2665404 Rogers CA 182 14 $35,200.00 6/30/98 $176,250.00
8495277 33203 Bluefin Drive 01 179 1 $235,000.00 21
90
Dana Point 92629 6 10.8 $35,121.13 8/1/13 2 676
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665405 Cohoon Jr. VA 181 14 $28,000.00 6/30/98 $238,000.00
8496242 2646 Quantico Street 01 178 1 $280,000.00 42
Arlington 22207 6 95 $27,851.67 2 744
10.22 7/1/13
2665406 Mendez CA 181 09 $49,000.00 7/1/98 $392,000.00
8495327 2854 Calle Esteban 01 179 1 $490,000.00 36
San Clemente 92673 6 9.175 90 $48,872.55 8/1/13 2 729
2665409 Kermoade CA 181 14 $18,300.00 7/27/98 $113,600.00
8527236 295 Tamarisk Circle 02 179 1 $143,000.00 41
Suisun City 94585 6 10.75 93 $18,258.80 8/1/13 2 761
2665413 McCarthy CA 181 14 $35,200.00 7/10/98 $188,000.00
8495376 257 Rhesa Lane 01 179 1 $235,000.00 42
Fallbrook 92028 6 10.05 95 $33,983.69 8/1/13 2 733
2665420 Richards AZ 181 14 $20,000.00 7/6/98 $156,000.00
8495517 5963 West Irma Lane 01 179 1 $215,000.00 30
Glendale 85308 6 10.175 82 $19,952.51 8/1/13 2 679
2665421 Lam CA 181 09 $25,000.00 7/21/98 $232,000.00
8521031 19 Del Sonterra 02 179 1 $290,000.00 37
Irvine 92606 6 89 $24,954.52 8/1/13 2 622
13
2665423 Selden CA 181 14 $58,000.00 7/20/98 $650,000.00
01
8497000 3540 Wrightwood Drive 179 1 $885,000.00 26
Studio City Area 91604 7 9.175 80 $57,969.45 8/1/13 2 733
2665427 Velasquez CA 181 14 $45,600.00 6/25/98 $243,600.00
8495624 720 Alamo Lane 01 178 1 $305,000.00 25
Escondido 92025 6 10.05 95 $45,380.04 7/1/13 2 764
2665435 Corral CA 181 14 $12,000.00 7/6/98 $152,000.00
8495632 1472 Ripchak Road 01 179 1 $190,000.00 27
Corona 91719 6 9.55 87 $12,000.00 8/1/13 2 731
2665437 Schumacher IN 181 14 $14,775.00 7/23/98 $78,800.00
8496887 3618 Bedford Ct. 02 179 1 $98,500.00 35
Elkhart 46514 6 10.275 95 $14,740.24 8/1/13 2 750
2665438 Alarcon CA 181 04 $63,000.00 7/21/98 $159,879.00
8518870 57 Calle Del Norte 02 179 1 $235,000.00 46
R. Santa 92688 6 12.525 95 $62,877.56 8/1/13 2 675
2665441 Eklund IL 181 14 $34,750.00 7/28/98 $278,000.00
680 Elder 01 179 1 $347,500.00 31
8497216
Winnetka 60093 6 12.65 90 $34,684.62 8/1/13 2 666
2665447 Ansari TX 181 09 $25,600.00 7/27/98 $136,750.00
8498206 3321 Estacado LN 01 179 1 $170,990.00 34
95
Plano 75025 6 9.999 $25,538.23 8/1/13 2 644
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665449 Bell WA 181 14 $21,500.00 7/21/98 $171,950.00
8496648 4131 48th South AVE 01 179 1 $214,950.00 37
Seattle 98116 6 90 $21,451.15 2 641
10.65 8/1/13
2665451 De Los Santos NM 181 14 $20,000.00 7/24/98 $73,287.00
8496671 1133 Libra DR 02 179 1 $112,500.00 45
Portales 88130 6 10.525 83 $19,954.03 8/1/13 2 698
2665453 Keerbs WA 181 14 $48,500.00 7/20/98 $104,380.00
8496291 8315 North162nd AVE 02 179 1 $170,000.00 28
Vancouver 98682 7 10.275 90 $48,479.77 8/1/13 2 745
2665455 Stadelman WA 181 14 $10,000.00 7/20/98 $38,501.00
8496549 811 Winslow ST 02 179 1 $48,600.00 46
Richland 99352 6 12.275 100 $9,980.50 8/1/13 2 693
2665457 Murphy WA 181 14 $30,000.00 7/16/98 $160,000.00
8496150 14508 W 42nd AVE 02 179 1 $200,000.00 45
Lynnwood 98037 7 12.275 95 $29,991.87 8/1/13 2 653
2665458 Nigro MA 181 14 $14,000.00 7/23/98 $185,192.00
8496168 1 Lincoln AVE 02 179 1 $242,000.00 36
Wilmington 01887 6 83 $13,965.52 8/1/13 2 682
9.775
2665459 Gilbertson CA 181 14 $40,600.00 7/22/98 $216,800.00
01
8496192 4915 Lotus AVE 179 1 $271,000.00 34
Yorba Linda 92887 6 10.65 95 $39,332.76 8/1/13 2 742
2665460 Pochik MI 181 14 $36,950.00 7/23/98 $108,000.00
8496218 13955 Charrington 02 179 1 $145,000.00 35
Sterling Heights 48313 6 11.775 100 $36,874.44 8/1/13 2 719
2665461 Sanders CA 181 09 $27,500.00 7/21/98 $448,000.00
8497141 1240 Clearview DR 02 179 1 $560,000.00 47
El Dorado 96762 7 11.775 85 $27,491.73 8/1/13 2 676
2665462 Stephens CA 181 04 $45,750.00 7/21/98 $224,950.00
8516510 23 Flores 19 02 179 1 $285,000.00 43
Irvine 92612 7 11.025 95 $44,581.08 8/1/13 2 693
2665463 Scatchard CA 181 14 $42,000.00 7/17/98 $192,000.00
8496028 841 Willard CT 02 179 1 $240,000.00 39
Gilroy 95020 6 11.025 98 $41,885.88 8/1/13 2 693
2665464 Thomas CA 181 14 $96,000.00 7/22/98 $512,000.00
880 Cumberland RD 01 179 1 $640,000.00 43
8496036
Glendale 91202 6 11.025 95 $95,789.36 8/1/13 2 700
2665465 Hewitt CA 181 09 $50,000.00 7/17/98 $240,700.00
8496077 4286 Peach Slope RD 02 179 1 $306,000.00 50
95
Moorpark 93021 7 12.775 $49,987.97 8/1/13 2 699
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665466 Doty AZ 181 09 $30,800.00 7/28/98 $164,300.00
8497232 1815 E Commerce AVE 01 179 1 $205,400.00 41
Gilbert 85234 7 95 $30,789.94 2 710
11.4 8/1/13
2665467 Bergh VA 181 09 $94,800.00 7/28/98 $221,200.00
8497323 11708 Flemish Mill CT 01 179 1 $316,000.00 50
Oakton 22124 7 10.15 100 $94,759.38 8/1/13 2 723
2665469 Jones CA 181 14 $44,000.00 7/22/98 $175,000.00
8497364 215 Hawkins ST 02 179 1 $245,000.00 42
Vallejo 94591 6 11.025 90 $43,903.46 8/1/13 2 671
2665470 Lies NJ 181 14 $18,600.00 7/28/98 $148,800.00
8497372 51 Glendale DR 01 179 1 $186,000.00 27
Freehold 07728 6 9.9 90 $18,554.71 8/1/13 2 722
2665591 McCarthy CA 181 14 $66,500.00 8/5/98 $532,000.00
8539751 16469 Akron Street 01 180 1 $665,000.00 37
Los Angeles 90272 6 10.2 90 $66,500.00 9/1/13 2 755
2665600 Noorbakhsh CA 181 RFC01 $19,800.00 7/6/98 $220,000.00
8496515 1814 Harms Drive 01 179 1 $280,000.00 42
Pleasanton 94566 6 86 $19,800.00 8/1/13 2 757
9.625
2665606 Roitberg TX 181 09 $26,190.00 7/10/98 $222,600.00
01
8500555 419 Baybridge Drive 179 1 $261,900.00 32
Sugar Land 77478 6 11.55 95 $23,442.08 8/1/13 2 679
2665623 Rosete CA 181 14 $38,500.00 7/7/98 $335,500.00
8521551 1235 Fleming Avenue 01 179 1 $430,000.00 45
San Jose 95127 7 9.9 87 $38,482.61 8/1/13 2 721
2665632 Wong CA 181 09 $32,250.00 7/6/98 $172,000.00
8497604 11445 Cascada Way 01 179 1 $215,000.00 38
San Diego 92124 7 10.925 95 $32,238.31 8/1/13 2 756
2665637 Walker IN 181 14 $34,500.00 6/17/98 $80,500.00
8496929 1914 Cross Willow Lane 01 178 1 $115,000.00 30
Indianapolis 46239 6 11.22 100 $34,274.91 7/1/13 2 718
2665639 Morin MA 181 14 $26,200.00 7/20/98 $209,850.00
8530339 68 Carmel Road 01 179 1 $262,350.00 27
Andover 01810 7 9.875 90 $26,188.09 8/1/13 2 747
2665644 Kauff NJ 181 04 $22,500.00 6/22/98 $122,400.00
4 Carriage Lane 01 178 1 $153,000.00 41
8541625
Sparta 07871 7 11.125 95 $22,484.29 7/1/13 2 744
2665645 Goodman MA 181 14 $34,500.00 7/15/98 $172,500.00
8530370 1 Williams Court 01 179 1 $230,000.00 35
90
Somerville 02144 7 10.375 $34,485.91 8/1/13 2 698
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2665651 Gilberto MA 181 04 $27,750.00 7/13/98 $138,750.00
8530420 18 Harvard Street Unit/Apt 01 179 1 $185,000.00 32
Charleston 02129 7 90 $27,750.00 2 671
8.875 8/1/13
2665667 Reilly MA 181 14 $62,500.00 7/15/98 $500,000.00
8530446 12 Lincoln Lane 01 179 1 $625,000.00 39
Sudbury 01776 7 9.375 90 $62,500.00 8/1/13 2 747
2665687 Bellaire MA 181 14 $42,750.00 7/15/98 $213,750.00
8530453 153 Common Street 01 179 1 $285,000.00 26
Watertown 02472 7 9.875 90 $42,730.58 8/1/13 2 697
2665693 Brown FL 181 09 $50,250.00 7/22/98 $268,000.00
8496952 2114 Royal Fern Court 01 179 1 $335,000.00 40
Longwood 32779 7 10.25 95 $50,228.92 8/1/13 2 702
2665713 Liner GA 181 14 $15,000.00 6/22/98 $90,400.00
8499907 2285 Macby Road 02 178 1 $118,000.00 43
Marietta 30066 6 9.8 90 $14,925.98 7/1/13 2 699
2665718 Legare CA 181 14 $30,000.00 6/18/98 $143,500.00
8499915 145 North Street 02 178 1 $220,000.00 44
Woodland 95695 6 79 $29,847.18 7/1/13 2 712
9.45
2665723 Sullivan AL 181 14 $30,000.00 8/6/98 $99,000.00
02
8529760 1204 Vendome Drive West 180 1 $140,000.00 36
Mobile 36609 6 11.7 93 $30,000.00 9/1/13 2 716
2665727 Ha NY 121 14 $100,000.00 7/24/98 $312,785.00
8540221 159 Clinton Avenue 02 119 1 $610,000.00 38
Greenburgh 10522 5 8.75 68 $100,000.00 8/11/08 2 748
2666004 Moore IV GA 181 14 $65,800.00 7/10/98 $351,200.00
8497182 3119 Arden Road 01 179 1 $439,000.00 39
Atlanta 30305 7 10.75 95 $65,775.22 8/1/13 2 772
2666051 Chandler CA 181 14 $30,000.00 6/23/98 $140,000.00
8499931 5208 Academy Drive 02 178 1 $215,000.00 42
Fairfield 94585 6 9.45 80 $29,847.18 7/1/13 2 680
2666057 Clemens ID 181 14 $30,000.00 7/8/98 $112,924.00
8499949 P.O. Box 56, Rural Rt. 2 02 179 1 $183,000.00 41
Kamiah 83536 6 9.7 79 $29,925.60 8/1/13 2 719
2666062 Mills GA 181 01 $10,000.00 7/13/98 $45,100.00
77 Eagle Ridge Road 01 179 1 $58,000.00 26
8500019
Ball Ground 30107 6 10.2 95 $9,976.31 8/1/13 2 721
2666063 Watson CA 181 14 $10,000.00 6/22/98 $227,000.00
8499956 6610 Egglestone Place 02 178 1 $285,000.00 42
84
Rancho Cucamonga 91739 6 9.7 $9,906.31 7/1/13 2 753
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666067 Arata CA 181 14 $30,000.00 7/15/98 $213,831.00
8499964 9522 Sonwell Place 02 179 1 $285,000.00 45
Cypress 90630 6 86 $29,863.87 2 701
10.555 8/1/13
2666085 Mueller CA 181 14 $24,400.00 6/22/98 $195,200.00
8500001 1442 Main Street 02 178 1 $244,000.00 37
Santa Clara 95050 7 11.3 90 $24,383.64 7/1/13 2 700
2666088 Hanzich CA 181 14 $41,700.00 7/17/98 $203,000.00
8524845 2282 Coc Palm Drive 01 179 1 $278,000.00 27
Tustin 92780 6 11.17 89 $41,609.74 8/1/13 2 677
2666089 Weitzman MA 181 14 $20,850.00 7/8/98 $227,150.00
8530461 4 Ridgeway Terrace 01 179 1 $293,000.00 22
Newton 02161 6 8.625 85 $20,793.01 8/1/13 2 742
2666090 Hulford GA 181 14 $25,000.00 7/9/98 $66,631.00
8499972 10844 Starling Trail 02 179 1 $95,000.00 24
Hampton 30228 6 11.4 97 $24,947.04 8/1/13 2 715
2666094 Latham WA 181 14 $46,400.00 7/28/98 $227,150.00
8531485 3708 35th Avenue SouthWest 01 179 1 $288,000.00 40
Seattle 98126 7 95 $46,385.96 8/1/13 2 660
11.75
2666097 Minkiewicz CA 181 14 $12,000.00 6/22/98 $227,150.00
02
8499980 1 Gable Court 178 1 $305,000.00 40
San Rafael 94903 6 9.2 79 $11,937.48 7/1/13 2 783
2666101 Scott CA 181 14 $25,000.00 6/18/98 $166,100.00
8499998 13575 Joshua Way 02 178 1 $210,000.00 45
Sonora 95370 6 10.8 91 $24,487.46 7/1/13 2 680
2666106 Rickerl CA 181 14 $18,000.00 7/7/98 $96,000.00
8497505 20012 Talihina Road 01 179 1 $120,000.00 33
Apple Valley 92307 6 10.5 95 $17,958.52 8/1/13 2 741
2666109 Olt MA 241 14 $43,500.00 7/16/98 $217,500.00
8530479 102 Grant Street 01 239 1 $290,000.00 41
Needham 02192 9 9.375 90 $43,403.84 8/1/18 2 798
2666117 Goyal CA 181 14 $33,400.00 8/6/98 $497,600.00
8531014 852 Gregory Court 01 180 1 $622,000.00 36
Fremont 94539 7 10.125 86 $33,400.00 9/1/13 2 754
2666125 Channen MA 241 14 $20,000.00 7/21/98 $180,000.00
lot#3a Station Road 01 239 1 $225,900.00 31
8530495
Salem 01970 9 8.875 89 $20,000.00 8/1/18 2 731
2666136 Iniguez CA 181 14 $25,000.00 8/4/98 $167,413.00
8541898 2538 Alona Street 02 180 1 $215,000.00 24
90
Santa Ana 92706 6 10.2 $25,000.00 9/1/13 2 760
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666150 Kogan MA 181 14 $74,500.00 7/14/98 $227,000.00
8530511 15 Philbrick Road 01 179 1 $335,000.00 28
Newton 02159 7 90 $74,454.87 2 682
8.5 8/1/13
2666151 Hildebrand MA 181 14 $24,000.00 7/21/98 $192,000.00
8530529 62 Dane Street 01 179 1 $240,000.00 28
Beverly 01915 7 9.75 90 $24,000.00 8/1/13 2 692
2666165 Wylie CA 181 14 $23,000.00 7/22/98 $76,000.00
8530743 236 West 21st Street 02 179 1 $110,000.00 23
Merced 95340 6 10.375 90 $22,946.39 8/1/13 2 758
2666178 Lane CA 181 14 $65,000.00 8/7/98 $201,000.00
8541328 224 Arbor Valley Drive 02 180 1 $266,000.00 40
San Jose 95119 6 11.375 100 $65,000.00 9/1/13 2 685
2666185 Dimaio VA 181 09 $33,750.00 7/20/98 $180,000.00
8498073 2467 Freetown Drive 01 179 1 $225,000.00 37
Reston 20191 6 10.125 95 $33,669.50 8/1/13 2 728
2666187 Krueger MA 181 14 $48,340.00 7/17/98 $227,150.00
8530560 118 Weldon Farm Road 01 179 1 $307,000.00 25
Rowley 01969 7 90 $48,340.00 8/1/13 2 671
8.625
2666189 Burke MA 181 14 $18,300.00 7/24/98 $146,400.00
01
8530578 17 Harris Drive 179 1 $183,000.00 30
Hamilton 01982 7 9.875 90 $18,291.68 8/1/13 2 725
2666259 Carranza-lopez CA 181 14 $38,600.00 7/9/98 $206,000.00
8498701 1260 Graynold Avenue 01 179 1 $257,500.00 31
Glendale 91202 6 12.25 95 $38,524.54 8/1/13 2 663
2666308 White CA 181 14 $28,050.00 7/24/98 $224,350.00
8537730 7621 Park Forest Drive 01 179 1 $281,000.00 30
Huntington Beach 92648 7 10.5 90 $28,038.86 8/1/13 2 728
2666332 Maldonado NM 181 14 $39,750.00 7/9/98 $212,000.00
8498784 200 Fox Lane 01 179 1 $265,000.00 19
Alto 88312 6 9.25 95 $39,750.00 8/1/13 2 742
2666352 Spry MI 181 14 $20,000.00 7/24/98 $144,000.00
8500191 38516 Meadowlawn 02 179 1 $170,000.00 30
Wayne 48184 6 10.525 97 $19,954.03 8/1/13 2 691
2666357 Lehmkuhl CO 181 14 $55,450.00 7/23/98 $129,400.00
11894 S Stallion DR 01 179 1 $184,900.00 43
8500118
Pine 80470 7 10.4 100 $55,427.49 8/1/13 2 723
2666358 Harris CA 181 14 $37,000.00 7/22/98 $148,000.00
8499683 1141 Lawrence WAY 01 179 1 $185,000.00 36
100
Oxnard 93035 7 10.65 $36,978.37 8/1/13 2 727
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666360 Gresley CA 181 14 $45,000.00 7/20/98 $225,000.00
8499717 5233 San Pablo Dam RD 02 179 1 $300,000.00 38
El Sobrante 94803 7 90 $44,981.23 2 681
10.275 8/1/13
2666361 Bledsoe FL 181 14 $10,000.00 7/24/98 $72,800.00
8499725 7701 NW 11th ST 02 179 1 $92,000.00 27
Pembroke Pines 33024 6 9.275 90 $9,974.22 8/1/13 2 778
2666363 Thorla CA 181 RFC01 $37,500.00 7/20/98 $200,000.00
8499402 5228 Meridian AVE 01 179 1 $250,000.00 45
San Jose 95118 7 11.65 95 $37,488.40 8/1/13 2 698
2666367 Holmes CA 181 14 $45,000.00 7/16/98 $240,000.00
8499303 921 Hastings DR 01 179 1 $300,000.00 38
Concord 94518 7 10.9 95 $44,908.75 8/1/13 2 700
2666368 Lunning CA 181 14 $86,400.00 7/10/98 $201,600.00
8499337 3617 Kamp DR 01 179 1 $288,000.00 42
Pleasanton 94588 6 10.775 100 $86,205.95 8/1/13 2 805
2666369 Orr CA 181 14 $84,000.00 7/2/98 $316,000.00
8499352 2530 Del Rosa AVE 02 179 1 $400,000.00 48
Santa Rosa 95409 7 100 $83,707.77 8/1/13 2 714
11.775
2666370 Salinas CA 181 14 $20,000.00 7/20/98 $123,780.00
02
8499360 3408 Stockbridge AVE 179 1 $145,000.00 50
Los Angeles 90032 6 11.525 100 $19,958.12 8/1/13 2 712
2666372 Thompson FL 181 14 $32,000.00 7/24/98 $103,173.00
8518789 1902 Eastern DR 02 179 1 $150,000.00 29
Jacksonville 32250 6 10.775 91 $31,928.13 8/1/13 2 690
2666374 Hassett NJ 181 14 $92,000.00 7/23/98 $340,400.00
8499261 498 Wellington DR 02 179 1 $460,000.00 45
Wyckoff 07481 7 9.9 94 $91,958.42 8/1/13 2 701
2666377 Kriz CA 181 14 $32,500.00 7/20/98 $260,000.00
8499030 17 CIR 01 179 1 $325,000.00 48
Redwood City 94062 7 10.025 90 $32,485.70 8/1/13 2 777
2666394 Huettis CA 181 14 $31,500.00 7/16/98 $314,400.00
8530784 19370 West Grant Line Road 01 179 1 $393,000.00 34
Tracy 95376 7 9.625 89 $31,500.00 8/1/13 2 769
2666406 Drago CA 181 09 $29,200.00 7/21/98 $155,950.00
8430 Samra Drive 01 179 1 $194,950.00 34
8499279
West Hills Area 91304 6 11.55 95 $29,139.00 8/1/13 2 711
2666408 Corral CA 181 14 $24,450.00 7/23/98 $130,400.00
8500217 6780 E Woodbridge RD 02 179 1 $163,000.00 32
95
Acampo 95220 6 10.4 $24,393.14 8/1/13 2 717
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666409 Maberry DC 181 16 $75,000.00 7/29/98 $400,000.00
8500225 1740 S Street NorthWest 01 179 1 $500,000.00 44
Washington 20009 7 95 $74,969.55 2 682
10.4 8/1/13
2666410 French OR 181 14 $29,700.00 7/29/98 $118,800.00
8500233 3824 SouthEast 27th Avenue 01 179 1 $148,500.00 36
Portland 97202 7 10.9 100 $29,689.18 8/1/13 2 690
2666411 Irby VA 181 RFC01 $40,750.00 7/29/98 $95,100.00
8500241 12821 Hunterbrook DR 01 179 1 $135,900.00 47
Woodbridge 22192 7 10.15 100 $40,732.54 8/1/13 2 725
2666412 Adkinson Jr. FL 181 14 $30,000.00 7/24/98 $59,917.00
8500258 1010 Idaho Court 02 179 1 $115,000.00 30
Ocoee 34761 6 10.275 79 $29,929.43 8/1/13 2 679
2666413 Goocher TX 181 14 $42,900.00 7/29/98 $171,550.00
8500290 507 Stone Creek DR 01 179 1 $214,460.00 45
Prosper 75078 6 9.99 100 $42,900.00 8/1/13 2 685
2666414 Taylor WA 181 14 $18,000.00 7/22/98 $144,000.00
8500357 3512 West Sunset Drive 02 179 1 $180,000.00 29
Tacoma 98466 7 90 $18,000.00 8/1/13 2 679
10.025
2666415 Twigg MD 181 14 $18,900.00 7/24/98 $121,018.00
02
8500423 12036 Eaglewood CT 179 1 $140,000.00 48
Silver Spring 20902 7 12.525 100 $18,785.19 8/1/13 2 681
2666416 Vanderstelt CA 181 14 $36,400.00 7/24/98 $145,600.00
8500449 2044 Pomegranate LN 01 179 1 $182,000.00 44
Fallbrook 92028 7 11.15 100 $36,387.44 8/1/13 2 706
2666417 Velasquez OH 180 09 $23,900.00 7/29/98 $95,700.00
8500456 5165 Mallet Club DR 01 178 1 $119,635.00 43
Dayton 45439 7 10.9 100 $23,891.29 7/29/13 2 683
2666418 Wierenga CA 181 14 $45,000.00 7/24/98 $240,000.00
8500472 5774 Lilac Blossom LN 01 179 1 $300,000.00 45
San Jose 95124 7 9.275 95 $44,976.79 8/1/13 2 736
2666422 Williams OR 180 14 $20,000.00 7/27/98 $66,157.00
8499238 63014 Fruitdale Lane 02 178 1 $110,000.00 40
Lagrande 97850 6 10 79 $19,951.75 7/30/13 2 712
2666426 Koppes ID 181 14 $60,000.00 7/15/98 $320,000.00
1202 West Osprey Ridge 01 179 1 $400,000.00 43
8499105
Eagle 83616 7 10.75 95 $59,977.41 8/1/13 2 686
2666427 Shimp FL 181 14 $14,500.00 8/7/98 $108,750.00
8534976 7104 Holiday Road South 01 180 1 $145,000.00 28
85
Jacksonville 32216 6 9.9 $14,500.00 9/1/13 2 737
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666429 Schwab CA 181 14 $45,000.00 7/9/98 $240,000.00
8532848 1344 Marine Avenue 01 179 1 $300,000.00 25
El Segundo 90245 6 95 $44,895.11 2 709
10.375 8/1/13
2666432 Hughes CA 181 14 $24,000.00 7/23/98 $268,000.00
8528390 3445 Cade Drive 01 179 1 $335,000.00 27
Fremont 94536 6 9.75 88 $23,940.75 8/1/13 2 756
2666456 Motil CA 181 09 $40,000.00 7/20/98 $160,000.00
8500514 19447 Park Ridge DR 01 179 1 $200,000.00 47
Middletown 95461 7 11.975 100 $39,988.49 8/1/13 2 699
2666457 Bierman CA 181 04 $48,800.00 7/16/98 $195,200.00
8521890 4000 Farm Hill BLVD 112 01 179 1 $244,000.00 38
Redwood City 94061 6 10.525 100 $47,732.05 8/1/13 2 744
2666461 Hulme TX 181 14 $19,550.00 7/27/98 $104,200.00
8501488 7851 Park Downs DR 01 179 1 $130,285.00 24
Fort Worth 76137 6 9.99 95 $19,502.78 8/1/13 2 785
2666462 Morgan VA 181 09 $92,100.00 7/30/98 $214,900.00
8516734 11630 Deer Forrest RD 01 179 1 $307,000.00 41
Reston 20194 7 100 $92,063.32 8/1/13 2 696
11.9
2666463 Gurin CA 181 14 $33,000.00 7/22/98 $175,950.00
01
8501314 6492 Jimilyn ST 179 1 $219,950.00 43
Simi Valley 93063 6 10.4 95 $32,923.26 8/1/13 2 779
2666465 Borges VA 181 14 $47,600.00 7/30/98 $190,400.00
8501348 8515 Queen Elizabeth BLVD 01 179 1 $238,000.00 26
Annandale 22003 6 9.525 100 $47,480.05 8/1/13 2 734
2666469 Freitas CA 181 14 $34,000.00 7/23/98 $136,000.00
8501025 2997 Knoll DR 02 179 1 $170,000.00 50
Concord 94520 7 11.525 100 $33,329.54 8/1/13 2 757
2666470 Campbell CA 181 14 $25,000.00 7/17/98 $153,289.00
8501041 18420 Barrett AVE 02 179 1 $205,000.00 41
Sonoma 95476 7 10.4 87 $24,989.85 8/1/13 2 684
2666474 Shonkwiler FL 181 09 $52,150.00 7/28/98 $227,150.00
8522344 10202 Leeds CT 01 179 1 $294,000.00 40
Orlando 32836 6 11.65 95 $50,512.01 8/1/13 2 659
2666477 Turnbull CA 181 14 $50,000.00 7/24/98 $206,400.00
1207 E Acacia AVE 01 179 1 $258,000.00 40
8500993
El Segundo 90245 7 11.4 100 $49,983.67 8/1/13 2 780
2666478 Rodriguez Jr CA 181 14 $54,750.00 7/9/98 $292,000.00
8523391 3676 Warner DR 01 179 1 $365,000.00 40
95
San Jose 95127 7 10.525 $54,428.36 8/1/13 2 781
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666479 Monza CA 181 09 $27,500.00 7/15/98 $220,000.00
8500779 1305 Aralia CT 01 179 1 $275,000.00 50
San Luis Obispo 93401 7 90 $27,485.47 2 786
10.275 8/1/13
2666482 Glanville CA 181 14 $67,500.00 7/15/98 $360,000.00
8500597 3415 Dover RD 01 179 1 $450,000.00 36
Redwood City 94061 7 10.525 95 $67,473.32 8/1/13 2 721
2666484 Testa CA 181 09 $20,000.00 7/17/98 $227,150.00
8500639 35 Bridlepath CT 02 179 1 $305,000.00 33
San Ramon 94583 6 9.775 82 $19,950.74 8/1/13 2 709
2666485 Mussehl CA 181 14 $37,800.00 7/17/98 $151,200.00
8500662 3165 Entrada DR 01 179 1 $189,000.00 39
Ventura 93003 7 11.15 100 $37,686.96 8/1/13 2 774
2666486 Evans Franco CA 181 14 $39,750.00 7/21/98 $212,000.00
8500704 3605 Kirk RD 01 179 1 $265,000.00 43
San Jose 95124 7 10.65 95 $39,702.78 8/1/13 2 783
2666493 Reed UT 120 14 $26,000.00 8/12/98 $123,000.00
8539009 3330 Queenswood Drive 02 119 1 $150,000.00 30
Taylorsville 84118 5 100 $25,879.13 8/17/08 2 686
10.85
2666494 Cox AL 181 14 $24,990.00 8/6/98 $71,373.47
02
8530735 8790 Gold Mine Road 180 1 $97,000.00 37
Mobile 36619 6 11.7 100 $24,990.00 9/1/13 2 717
2666498 Parikh CA 181 09 $32,400.00 7/22/98 $259,750.00
8515827 4698 Wilcox AVE 01 179 1 $324,731.00 32
Santa Clara 95054 6 10.15 90 $32,322.90 8/1/13 2 731
2666499 Nguyen CA 181 14 $45,700.00 7/22/98 $244,000.00
8515835 47421 Towhee ST 01 179 1 $305,000.00 39
Fremont 94539 7 10.9 95 $45,683.35 8/1/13 2 736
2666500 Parmele TN 181 14 $10,500.00 7/30/98 $55,900.00
8501652 2014 Williamsport Pike 01 179 1 $69,900.00 35
Columbia 38401 7 10.9 95 $10,121.54 8/1/13 2 716
2666501 Phan CA 181 14 $53,000.00 7/23/98 $424,000.00
8501611 16128 Bennye Lee DR 01 179 1 $530,000.00 50
Poway 92064 6 9.4 90 $53,000.00 8/1/13 2 760
2666502 Roth CA 181 14 $43,000.00 7/27/98 $172,000.00
16420 Minnehaha 01 179 1 $215,000.00 33
8501553
Los Angeles 91344 6 11.15 100 $42,102.78 8/1/13 2 683
2666503 Baldwin OR 181 14 $21,800.00 7/24/98 $87,200.00
8501561 312 E 2nd ST 01 179 1 $109,000.00 43
100
Molalla 97038 7 10.9 $21,792.06 8/1/13 2 693
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666504 Schenk CA 181 14 $69,250.00 7/24/98 $160,750.00
8501603 3252 W Felton ST 01 179 1 $230,000.00 44
Newbury Park 91320 7 100 $69,226.11 2 745
11.15 8/1/13
2666505 Dye FL 181 14 $11,100.00 7/30/98 $65,000.00
8501546 6652 Woodland DR 01 179 1 $84,600.00 43
Keystone Heights 32656 6 9.025 90 $10,957.98 8/1/13 2 695
2666506 Talbot IL 181 14 $27,400.00 7/30/98 $109,600.00
8501538 630 Iron Wood DR 01 179 1 $137,000.00 32
Elk Grove Village 60007 6 9.775 100 $26,338.24 8/1/13 2 749
2666520 Nichols ID 180 14 $30,000.00 8/5/98 $79,604.00
8526261 702 Stierman 02 179 1 $150,000.00 40
Eagle 83616 6 10.05 74 $29,705.30 8/10/13 2 767
2666627 Arroyo CA 181 14 $26,200.00 7/23/98 $224,800.00
8524084 2591 Sunnydale Drive 01 179 1 $281,000.00 42
Duarte 91010 7 9.925 90 $26,188.22 8/1/13 2 718
2666656 Mc Lin CA 181 14 $14,600.00 8/4/98 $158,400.00
8537532 2543 Hyler Avenue 01 180 1 $198,050.00 24
Los Angeles 90041 6 88 $14,600.00 9/1/13 2 796
9.275
2666703 Ceglarski CA 181 09 $18,400.00 7/6/98 $147,600.00
01
8517245 1841 Cannon Drive 179 1 $184,500.00 35
Walnut Creek 94596 6 9.925 90 $18,355.30 8/1/13 2 741
2666730 Ayala CA 181 14 $20,200.00 7/22/98 $161,600.00
8534406 746 Meadowlark Street 01 179 1 $202,000.00 36
Livermore 94550 6 9.875 90 $20,100.99 8/1/13 2 709
2666754 Logan CA 181 09 $53,000.00 7/2/98 $198,750.00
8536732 498 Lake Estates Drive 01 179 1 $265,000.00 45
Meadow Vista 95722 7 10.375 95 $52,978.36 8/1/13 2 704
2666768 Rado TX 181 14 $13,000.00 7/31/98 $172,300.00
8518243 1425 Faringdon DR 01 179 1 $215,400.00 46
Plano 75075 6 9.99 87 $12,968.61 8/1/13 2 646
2666769 Mynatt OR 181 14 $18,600.00 7/29/98 $74,400.00
8515967 4225 Northalberta CT 01 179 1 $93,000.00 27
Portland 98215 7 11.4 100 $18,593.92 8/1/13 2 775
2666771 Davis OR 181 14 $34,200.00 7/23/98 $136,800.00
1541 11th ST 01 179 1 $171,000.00 45
8516080
West Linn 97068 7 11.275 100 $34,188.52 8/1/13 2 711
2666772 Cleveland OR 181 14 $46,000.00 7/23/98 $119,000.00
8516114 33489 Millview WAY 02 179 1 $165,000.00 38
100
Lebanon 97355 6 10.15 $45,890.53 8/1/13 2 698
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666773 Ball CA 181 14 $36,700.00 7/28/98 $146,800.00
8518177 4321 Clark AVE 01 179 1 $183,500.00 44
Long Beach 90808 6 100 $36,618.53 2 681
10.9 8/1/13
2666774 Wemmer FL 181 RFC01 $16,500.00 7/31/98 $66,000.00
8518060 825 Center Street Unit/Apt 01 179 1 $82,500.00 26
Jupiter 33458 6 10.15 100 $16,139.56 8/1/13 2 743
2666775 Day TX 181 14 $29,900.00 7/30/98 $119,600.00
8517773 611 Sweet Gum DR 01 179 1 $149,500.00 36
Euless 76039 6 9.99 100 $29,755.63 8/1/13 2 787
2666776 West TN 181 14 $23,400.00 7/31/98 $93,600.00
8517815 4816 Cimarron WAY 01 179 1 $117,000.00 30
Nashville 37211 6 10.15 100 $23,344.32 8/1/13 2 724
2666777 Shivers TX 181 14 $45,400.00 7/30/98 $105,950.00
8528119 809 Ashwood DR 01 179 1 $151,400.00 34
Allen 75002 6 9.99 100 $45,400.00 8/1/13 2 698
2666778 Hayes TX 181 09 $31,100.00 7/31/98 $124,400.00
8518227 2814 Hampton Ct 01 179 1 $155,500.00 45
Richardson 75082 6 100 $31,024.90 8/1/13 2 651
9.99
2666779 Hurd TX 181 14 $17,900.00 7/31/98 $95,600.00
01
8518151 11215 Lanewood Circle 179 1 $119,500.00 49
Dallas 75218 6 9.99 95 $17,856.78 8/1/13 2 685
2666780 Mcinturff GA 181 04 $14,450.00 7/31/98 $57,800.00
8522500 3236 Henderson Mill RD 1 01 179 1 $72,275.00 46
Chamblee 30341 6 11.15 100 $14,418.66 8/1/13 2 746
2666781 Blaser CO 181 14 $26,550.00 7/31/98 $106,250.00
8518250 12182 Forest WAY 01 179 1 $132,850.00 44
Thornton 80241 7 13.275 100 $26,544.30 8/1/13 2 672
2666782 Christiansen CA 181 14 $28,500.00 7/28/98 $152,400.00
8518029 1966 Carolyn DR 01 179 1 $190,500.00 43
Pleasant Hill 94523 7 9.9 95 $28,487.13 8/1/13 2 702
2666783 Schaefer CA 181 14 $19,250.00 7/29/98 $154,000.00
8518037 914 N Mirasol ST 01 179 1 $192,500.00 41
Santa Ana 92701 6 11.275 90 $19,208.74 8/1/13 2 664
2666784 Thomas VA 181 09 $36,250.00 7/31/98 $193,550.00
10116 Choke Cherry CT 01 179 1 $241,954.00 50
8518185
Manassas 20110 7 11.4 95 $36,238.15 8/1/13 2 653
2666788 Kitzman TX 181 14 $27,350.00 7/30/98 $60,850.00
8517633 818 Rachelle DR 01 179 1 $88,200.00 28
100
Red Oak 75154 6 9.99 $27,183.95 8/1/13 2 699
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666790 Peters FL 181 14 $10,000.00 7/31/98 $37,000.00
8518003 18523 Ashcroft 01 179 1 $47,000.00 43
Port Charlotte 33952 6 100 $9,956.44 2 720
11.15 8/1/13
2666795 Blandino CA 181 14 $30,000.00 7/22/98 $208,000.00
8517591 3955 Holly DR 02 179 1 $260,000.00 38
San Jose 95127 6 11.025 92 $29,875.63 8/1/13 2 698
2666796 McConnell TX 181 09 $20,400.00 7/27/98 $81,600.00
8517484 8406 Chivalry 02 179 1 $102,000.00 38
San Antonio 78250 6 9.99 100 $20,350.74 8/1/13 2 692
2666797 Humphrey CA 181 14 $63,700.00 7/27/98 $156,900.00
8517492 20134 Patricia PL 02 179 1 $227,000.00 49
Saugus 91350 6 11.4 98 $63,565.06 8/1/13 2 714
2666801 Ware CA 181 15 $28,000.00 7/27/98 $224,000.00
8517872 999 Creekwood PL 01 179 1 $280,000.00 38
Lafayette 94549 6 10.4 90 $27,934.89 8/1/13 2 727
2666803 Kraus MT 181 14 $50,000.00 7/27/98 $117,981.00
8518912 26 Eden Park LN 02 179 1 $185,000.00 37
Great Falls 59405 6 91 $49,909.27 8/1/13 2 638
13.025
2666804 Dunaway TN 181 14 $22,500.00 7/27/98 $120,000.00
02
8517450 801 Loretta DR 179 1 $150,000.00 47
Goodlettsville 37027 7 11.025 95 $22,492.02 8/1/13 2 699
2666809 Mc Cartney TN 181 14 $17,500.00 7/31/98 $140,000.00
8516528 1066 Windsor DR 01 179 1 $175,000.00 41
Gallatin 37066 6 10.775 90 $17,460.70 8/1/13 2 754
2666810 Rowell FL 181 14 $73,200.00 7/31/98 $170,800.00
8516551 4110 SW 111th Terrace 01 179 1 39
Davie 33328 7 10.9 100 $73,173.32 8/1/13 2 780
2666811 Netherda CO 181 14 $83,000.00 7/31/98 $442,700.00
8517856 8634 Selly RD 01 179 1 $553,400.00 37
Parker 80134 7 10.65 95 $82,968.06 8/1/13 2 773
2666816 Nilsen VA 181 RFC01 $46,000.00 7/31/98 $184,000.00
8516338 11129 Lake Chapel LN 01 179 1 $230,000.00 44
Reston 20191 7 11.15 100 $45,984.13 8/1/13 2 762
2666818 Mendoza CA 181 14 $13,900.00 7/22/98 $152,257.00
2893 Keller CT 02 179 1 $175,000.00 46
8516429
Napa 94558 7 13.525 95 $13,897.17 8/1/13 2 642
2666820 Nelson CA 181 14 $26,750.00 7/9/98 $214,000.00
8516023 704 Stratford DR 01 179 1 $267,500.00 48
90
San Diego 92024 7 10.65 $26,739.71 8/1/13 2 742
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666822 Roa CA 181 14 $34,500.00 7/23/98 $172,500.00
8516122 11583 Marigold CIR 02 179 1 $230,000.00 36
Fountain Valley 92708 6 90 $34,420.69 2 704
10.525 8/1/13
2666823 Black UT 181 14 $25,400.00 7/27/98 $79,000.00
8515892 1605 West 1920 North 02 179 1 $110,000.00 43
Layton 84041 6 12.275 95 $25,350.47 8/1/13 2 661
2666824 Krebs UT 181 14 $26,400.00 7/27/98 $105,600.00
8516130 1285 South 550 East 02 179 1 $132,000.00 6
Springville 84663 6 11.275 100 $26,343.41 8/1/13 2 709
2666825 Roland CA 181 RFC01 $48,900.00 7/24/98 $260,650.00
8515926 7615 Park Forest DR 01 179 1 $325,860.00 42
Huntington Beach 92648 6 11.775 95 $48,800.01 8/1/13 2 654
2666827 Kent NV 181 14 $25,000.00 7/24/98 $126,000.00
8515843 1437 Annkim CIR 02 179 1 $160,800.00 44
Gardnerville 89410 7 12.275 94 $24,993.27 8/1/13 2 647
2666828 Osolnick NJ 181 14 $25,000.00 7/27/98 $125,557.00
8515868 16 Longfellow DR 02 179 1 $152,000.00 30
Woodbridge 07067 6 100 $24,949.48 8/1/13 2 695
11.9
2666829 Wagner CO 181 09 $41,250.00 7/31/98 $216,000.00
01
8516288 8631 West 93rd Place 179 1 $275,000.00 42
Westminster 80021 7 10.775 94 $41,234.55 8/1/13 2 646
2666843 Jensen OR 181 14 $37,600.00 8/7/98 $300,800.00
8538423 13376 SouthWest Ascension 01 180 1 $373,000.00 43
Tigard 97223 7 10.2 91 $37,600.00 9/1/13 2 707
2666844 Schaniel CA 181 09 $77,500.00 6/22/98 $392,908.00
8516437 18697 Ambrose Lane 02 178 1 $492,598.00 44
Huntington Beach 92648 7 12.375 96 $77,458.62 7/1/13 2 679
2666888 Chan CA 181 14 $47,750.00 7/22/98 $328,000.00
8516403 310 Rosilie Street 02 179 1 $410,000.00 30
San Mateo 94403 7 10.675 92 $47,731.73 8/1/13 2 756
2666889 Richardson CA 181 14 $34,550.00 7/22/98 $276,400.00
8525172 3075 Jeffrey Mark Street 01 179 1 $345,500.00 37
Cypress 90630 6 9.375 90 $34,372.92 8/1/13 2 720
2666890 Bennett CA 181 14 $35,000.00 7/13/98 $123,301.00
603 Fermoore Street 02 179 1 $165,000.00 50
8525248
San Fernando 91340 6 11.75 96 $34,472.71 8/1/13 2 682
2666893 Vaught KY 181 14 $18,000.00 7/23/98 $41,524.00
8524928 427 Jean Drive 02 179 1 $75,000.00 25
80
Danville 40422 6 9.75 $17,955.56 8/1/13 2 735
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666907 Hinojosa CA 181 14 $30,750.00 7/17/98 $164,000.00
8524977 27850 Santa Clarita Road 01 179 1 $205,000.00 43
Santa Clarita 91350 6 95 $30,674.96 2 784
9.875 8/1/13
2666909 Schatz VA 181 09 $10,000.00 7/21/98 $309,600.00
8518318 700 Ivy Farm Drive 01 179 1 $387,000.00 34
Charlottesville 22901 6 9.8 83 $7,624.36 8/1/13 2 716
2666924 Tillman GA 181 14 $11,000.00 7/28/98 $99,300.00
8520447 162 Sir Edward Teach Road 02 179 1 $215,000.00 43
Midway 31320 6 8.75 52 $9,728.20 8/3/13 2 723
2666930 Root CA 181 04 $22,600.00 7/17/98 $181,550.00
8525230 34 Edmonton Place 01 179 1 $226,990.00 34
Aliso Viejo Area 92656 6 9.625 90 $22,543.57 8/1/13 2 759
2666933 Schwartz CA 181 14 $50,000.00 7/24/98 $128,500.00
8524472 10209 Harvest Avenue 02 179 1 $178,500.00 29
Santa Fe Springs 90670 6 12 100 $49,899.92 8/1/13 2 681
2666934 Soles CA 181 09 $38,500.00 7/23/98 $190,650.00
8524563 790 South Starview Court 01 179 1 $270,000.00 41
Anaheim 92807 6 85 $38,406.04 8/1/13 2 706
9.875
2666935 Ensign CA 181 04 $22,300.00 7/16/98 $195,300.00
01
8517237 18183 Colonnades Place 179 1 $279,000.00 47
San Diego 92128 6 9.675 78 $22,244.57 8/1/13 2 708
2666946 Clayton CA 181 14 $34,650.00 7/21/98 $184,800.00
8524480 146 Alpine Avenue 01 179 1 $231,000.00 45
Ventura 93003 6 9.875 95 $34,565.43 8/1/13 2 735
2666950 Kurokawa CA 181 14 $100,000.00 7/16/98 $239,050.00
8524381 6352 Shayne Drive 01 179 1 $341,500.00 37
Huntington Beach 92647 6 10.625 100 $99,772.26 8/1/13 2 754
2666956 Bendzsel CA 181 14 $57,500.00 7/21/98 $134,200.00
8524118 2634 Taylor Avenue 01 179 1 $191,818.00 40
Ontario 91761 7 11.125 100 $57,480.05 8/1/13 2 699
2666958 Vanderpool CA 181 14 $50,850.00 7/28/98 $271,200.00
8519886 1904 Loma Vista Street 02 179 1 $340,000.00 38
Pasadena 91104 7 10.675 95 $50,830.53 8/1/13 2 790
2666959 Fish CA 181 14 $23,750.00 7/16/98 $190,300.00
1528 Marlin Place 01 179 1 $237,915.00 35
8524290
Rohnert Park 94928 7 10.25 90 $23,737.86 8/1/13 2 726
2666961 Wall CA 181 09 $51,000.00 7/17/98 $273,000.00
8529158 20062 Lawson Lane 02 179 1 $340,000.00 36
96
Huntington Beach 92646 6 11 $50,887.83 8/1/13 2 731
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2666962 Harris CA 181 14 $50,800.00 7/20/98 $271,250.00
8524373 800 Eucalyptus Street 01 179 1 $339,111.00 40
Davis 95616 6 95 $50,678.83 2 743
10.125 8/1/13
2666968 Burke CA 181 09 $36,150.00 7/20/98 $289,550.00
8530800 4275 Calle Mar De Ballenas 01 179 1 $361,940.00 42
San Diego 92130 6 9.375 90 $36,150.00 8/1/13 2 735
2666971 Brinkley, Jr. CO 181 14 $25,200.00 5/13/98 $134,400.00
8519233 9260 South Buttonhill 02 177 1 $168,000.00 30
Littleton 80126 6 10.6 95 $25,101.93 6/1/13 2 748
2666973 Suvoy CA 181 09 $50,000.00 7/13/98 $503,635.00
8525800 1063 South Taylor Court 02 179 1 $585,000.00 44
Anaheim 92808 6 13 95 $49,909.05 8/1/13 2 640
2666978 Sibley CA 181 09 $18,000.00 7/8/98 $288,000.00
8517211 5608 Outrider Way 01 179 1 $360,000.00 39
Placerville 95667 6 9.62 85 $18,000.00 8/1/13 2 742
2666979 Lang CA 181 09 $33,700.00 7/22/98 $269,500.00
8541682 4280 Calle Mar De Ballenas 01 179 1 $336,900.00 44
San Diego 92130 6 90 $33,617.75 8/1/13 2 678
9.875
2666988 Sholes AZ 180 14 $17,000.00 8/1/98 $70,400.00
01
8527764 2025 West Army Drive 179 1 $88,000.00 32
Tucson 85705 6 11 100 $16,962.61 8/12/13 2 691
2666990 Peckham CA 181 04 $26,300.00 7/8/98 $210,400.00
8517187 4419 Caminito Sana #2 01 179 1 $263,000.00 33
San Diego 92122 6 9.55 90 $26,159.30 8/1/13 2 760
2666992 Walker CA 181 14 $30,000.00 7/27/98 $240,000.00
8530131 338 San Lorenzo Avenue 01 179 1 $300,000.00 35
Felton 95018 7 10.845 90 $29,933.07 8/1/13 2 712
2666993 Cardenas CA 181 14 $32,000.00 7/9/98 $256,000.00
8530727 3520 Telegraph Drive 01 179 1 $320,000.00 37
San Jose 95132 7 10.845 90 $31,988.20 8/1/13 2 718
2666995 Egan NY 181 14 $14,800.00 6/12/98 $206,000.00
8528788 9 Hemlock Avenue 01 178 1 $300,000.00 24
East Northport 11731 7 9.4 74 $14,669.19 7/1/13 2 686
2667003 Bressler CA 181 09 $48,500.00 7/8/98 $280,000.00
45 Tennis Club Drive 01 179 1 $365,000.00 28
8517161
Danville 94506 6 9.875 90 $48,500.00 8/1/13 2 744
2667007 Kaelker CA 181 14 $38,250.00 6/19/98 $204,000.00
8521791 36774 Venado Drive 02 178 1 $255,000.00 19
95
Coarsegold 93614 6 13.25 $38,113.41 7/1/13 2 670
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2667186 Grodahl CA 181 09 $50,000.00 7/17/98 $278,400.00
8524399 28251 Via Alfonse 01 179 1 $348,000.00 29
Laguna Niguel 92677 6 95 $49,887.45 2 760
10.75 8/1/13
2667196 Chambless TX 180 14 $45,200.00 8/3/98 $180,800.00
8517625 2709 Chesapeake CT 01 179 1 $226,000.00 37
Grapevine 76051 6 9.99 100 $45,200.00 8/1/13 2 787
2667198 Collina MD 180 14 $20,000.00 8/3/98 $160,000.00
8517682 503 Tulip AVE 01 179 1 $200,000.00 28
Takoma Park 20912 7 9.4 90 $19,989.96 8/1/13 2 764
2667200 Ferguson IL 181 14 $16,500.00 7/28/98 $66,000.00
8517989 407 Saint John 02 179 1 $82,500.00 41
Godfrey 62035 6 9.775 100 $15,977.25 8/1/13 2 717
2667201 Jensen AZ 181 09 $37,480.00 7/28/98 $199,900.00
8517823 1412 E Rock Wren RD 01 179 1 $249,900.00 42
Phoenix 85048 7 10.525 95 $37,465.18 8/1/13 2 761
2667207 Miller CA 181 09 $47,000.00 7/28/98 $227,150.00
8529604 26652 Altanero 02 179 1 $305,000.00 35
Mission Viejo 92691 6 90 $46,912.63 8/1/13 2 638
12.775
2667211 Jennings NM 181 14 $14,400.00 7/24/98 $47,471.00
02
8517864 1615 Mesa DR 179 1 $73,000.00 40
Roswell 88201 6 11.025 85 $14,368.40 8/1/13 2 642
2667212 Abaya CA 181 14 $40,200.00 7/27/98 $214,400.00
8517583 1236 Morton AVE 02 179 1 $268,000.00 45
Santa Clara 95051 7 12.525 95 $40,169.59 8/1/13 2 654
2667213 Porto CA 181 14 $10,300.00 7/24/98 $82,400.00
8518300 4960 Valley High DR 02 179 1 $103,000.00 29
Sacramento 95823 6 12.525 90 $10,280.39 8/1/13 2 624
2667221 Jones MI 181 14 $12,900.00 7/29/98 $68,800.00
8518193 8565 Hartwell 02 179 1 $86,000.00 20
Detroit 48228 6 11.275 95 $12,345.70 8/1/13 2 680
2667222 Ping NJ 181 14 $43,500.00 7/29/98 $166,500.00
8518219 5415 Haven Ave 02 179 1 $223,000.00 47
Ocean City 08226 6 11.9 95 $43,212.09 8/1/13 2 685
2667225 Coombs UT 181 14 $44,000.00 7/29/98 $176,000.00
1503 East 950 South 02 179 1 $220,000.00 45
8517526
Springville 84663 6 9.9 100 $43,724.87 8/1/13 2 723
2667228 Anis NJ 181 15 $22,000.00 7/29/98 $187,000.00
8517567 149 Cedar ST 02 179 1 $220,000.00 43
95
Ridgefield Park 07660 6 10.275 $21,948.24 8/1/13 2 683
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2667336 Straughn CA 181 14 $23,500.00 7/10/98 $227,150.00
8517369 25319 Irving Lane 01 179 1 $335,000.00 31
Stevenson Ranch 91381 6 75 $23,439.29 2 729
9.25 8/1/13
2667444 Ashman CA 181 14 $30,300.00 7/21/98 $242,400.00
8523581 5792 Roxbury Court 01 179 1 $303,000.00 27
Cypress 90630 6 10.375 90 $30,229.38 8/1/13 2 693
2667445 Trias CA 181 14 $42,750.00 7/10/98 $213,750.00
8517609 4852 Nadine Court 01 179 1 $285,000.00 29
Union City 94587 6 9.8 90 $42,750.00 8/1/13 2 723
2667472 Simonsgaard CA 181 14 $27,900.00 7/23/98 $148,700.00
8523532 13562 Polk Street 01 179 1 $185,900.00 45
Los Angeles 91342 7 10.125 95 $27,887.98 8/1/13 2 762
2667479 Perdue CA 181 14 $66,000.00 7/21/98 $352,000.00
8526105 434 Laguna Terrace 01 179 1 $440,000.00 37
Simi Valley 93065 6 9.875 95 $65,838.92 8/1/13 2 781
2667484 Avellino CA 181 14 $43,000.00 7/24/98 $161,250.00
8523599 312 West Brookshire Avenue 01 179 1 $215,000.00 30
Orange 92865 6 95 $42,907.62 8/1/13 2 696
11.25
2667490 Maloney CA 181 14 $22,000.00 7/22/98 $260,000.00
01
8523771 753 Sierra Street 179 1 $325,000.00 44
El Segundo 90245 6 10.375 87 $21,948.72 8/1/13 2 705
2667498 Najim CA 181 14 $33,750.00 7/23/98 $270,000.00
8523797 7505 Naylor Avenue 01 179 1 $337,500.00 40
Los Angeles 90045 6 10.375 90 $33,671.33 8/1/13 2 700
2667499 Pate CA 181 09 $27,000.00 7/28/98 $144,000.00
8523805 23420 Shadwell Court 01 179 1 $180,000.00 39
Valencia Area 91354 6 11.875 95 $26,945.31 8/1/13 2 678
2667503 Handa CA 181 14 $81,000.00 7/21/98 $648,000.00
8523516 30807 Marne Drive 01 179 1 $810,000.00 44
Rancho Palos 90275 7 9.625 90 $80,961.20 8/1/13 2 752
2667514 Hess OR 181 14 $30,000.00 7/21/98 $53,503.00
8529125 57 NorthEast Ivy Street 02 179 1 $90,000.00 50
Portland 97217 6 11.875 93 $29,939.22 8/1/13 2 713
2667520 Baker CA 181 14 $30,000.00 7/22/98 $240,000.00
3424 Tilden Avenue 01 179 1 $300,000.00 38
8523623
Los Angeles 90034 6 10.25 90 $29,906.25 8/1/13 2 751
2667523 Franzosa CA 181 09 $35,350.00 7/23/98 $282,800.00
8523656 26785 Baronet 01 179 1 $353,500.00 45
90
Mission Viejo 92692 6 9.625 $35,261.74 8/1/13 2 766
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2667528 Chu CA 181 14 $35,850.00 7/23/98 $191,400.00
8523466 1534 Marlin Place 01 179 1 $239,272.00 30
Rohnert Park 94928 7 95 $35,834.55 2 748
10.125 8/1/13
2667529 Keith UT 121 14 $36,000.00 7/27/98 $79,906.00
8528465 441 South 1920 West 02 119 1 $157,000.00 41
Provo 84601 5 9 74 $36,000.00 8/1/08 2 686
2667983 Sterling TN 181 14 $31,200.00 7/30/98 $124,800.00
8520017 302 Tom Robinson RD 02 179 1 $156,000.00 32
Franklin 37064 7 10.65 100 $31,188.00 8/1/13 2 715
2667985 Quattrocchi CA 182 14 $46,000.00 7/27/98 $177,111.00
8520140 1888 Avenida Martina 02 180 1 $240,000.00 38
Roseville 95747 6 10.275 93 $46,000.00 9/1/13 2 733
2667986 Maluccio CA 181 14 $35,000.00 7/24/98 $129,000.00
8520462 4921 Glencove AVE 02 179 1 $259,000.00 40
Glendale 91214 7 10.025 64 $34,984.60 8/1/13 2 717
2667987 Mihelich CA 181 14 $25,000.00 7/24/98 $150,021.00
8520009 15225 Caravaca RD 02 179 1 $200,000.00 43
La Mirada 90638 6 88 $24,942.53 8/1/13 2 733
10.525
2667989 Stumbaugh Jr VA 180 14 $81,000.00 8/4/98 $189,000.00
01
8520488 5419 Thetford PL 179 1 $270,000.00 45
Alexandria 22310 7 10.15 100 $80,965.30 8/1/13 2 780
2667991 Mackillop NJ 181 14 $22,000.00 7/30/98 $176,000.00
8520066 205 Coventry Court 02 179 1 $225,000.00 35
Newton 07860 6 10.4 88 $21,948.84 8/1/13 2 720
2667992 Baynum IL 181 14 $41,100.00 7/30/98 $95,900.00
8520090 705 Lakeside CIR 02 179 1 $137,000.00 41
Wheeling 60090 7 11.525 100 $40,994.73 8/1/13 2 680
2667993 Segura CA 181 09 $71,000.00 7/24/98 $236,500.00
8520553 1909 Hummock LN 02 179 1 $325,000.00 50
Encinitas 92024 7 9.9 95 $70,967.91 8/1/13 2 689
2667995 Craig CA 181 04 $40,500.00 7/22/98 $94,500.00
8521700 10628 Caminito Derecho 02 179 1 $135,000.00 48
San Diego 92126 7 10.525 100 $40,483.99 8/1/13 2 765
2667996 Hamid MI 181 14 $16,300.00 7/30/98 $78,000.00
6464 Mead 02 179 1 $100,000.00 42
8519845
Dearborn 48126 6 12.775 95 $16,269.70 8/1/13 2 654
2667998 Zavistovich MD 181 14 $45,600.00 7/30/98 $182,400.00
8519951 221 Surrey CIR 02 179 1 $228,000.00 29
100
Fort Washington 20744 6 10.775 $45,497.59 8/1/13 2 702
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2667999 Thompson IN 181 14 $26,500.00 7/30/98 $148,000.00
8519969 2676N 1100 E 02 179 1 $185,000.00 36
Avilla 46710 6 95 $26,437.66 2 754
10.275 8/1/13
2668008 Wu CA 181 04 $34,400.00 7/28/98 $137,600.00
8521718 1048 9th ST 8 01 179 1 $172,000.00 36
Santa Monica 90403 6 11.9 100 $34,330.48 8/1/13 2 699
2668009 Simonich CA 181 14 $50,000.00 7/23/98 $383,031.00
8518938 35 Mathews PL 02 179 1 $550,000.00 20
Alamo 94507 7 9.775 79 $50,000.00 8/1/13 2 742
2668018 Chung CA 181 14 $41,200.00 7/9/98 $206,250.00
8518581 13211 Donegal Drive 01 179 1 $275,000.00 39
Garden Grove 92844 6 10.05 90 $41,101.05 8/1/13 2 764
2668021 Broughton AZ 180 14 $37,000.00 8/5/98 $98,927.00
8530537 1649 East Garnet 02 179 1 $147,000.00 32
Mesa 85204 6 11 93 $36,839.17 8/10/13 2 699
2668027 Ball CA 181 14 $30,000.00 7/16/98 $90,000.00
8524456 4751 Willowbrook Drive 02 179 1 $120,000.00 41
Sacramento 95842 6 100 $29,935.55 8/1/13 2 736
11.25
2668028 Kumar CA 182 14 $29,900.00 6/30/98 $239,200.00
01
8518797 34256 Tupelo Street 179 1 $299,000.00 37
Fremont 94555 7 9.5 90 $29,885.29 8/1/13 2 746
2668030 Kos CA 181 14 $15,000.00 8/4/98 $148,500.00
8534695 10827 Leffingwell Road 02 180 1 $167,000.00 28
Norwalk 90650 6 10.7 98 $15,000.00 9/1/13 2 750
2668034 Miller CA 181 14 $58,500.00 7/14/98 $312,000.00
8518631 12212 Orvillina Drive 01 179 1 $390,000.00 34
Santa Ana 92705 7 10.75 95 $58,477.97 8/1/13 2 684
2668051 Luttrell FL 181 09 $27,750.00 7/17/98 $148,000.00
8518862 10226 Leeds Court 01 179 1 $185,000.00 30
Orlando 32836 7 9.75 95 $27,485.57 8/1/13 2 770
2668063 Seibert NY 181 14 $25,750.00 8/13/98 $152,250.00
8535098 77 Kurt Lane 01 180 1 $203,000.00 41
Hauppauge 11788 6 10.5 88 $25,750.00 9/1/13 2 773
2668064 Burgess CA 181 14 $60,000.00 7/17/98 $320,000.00
9 Pyxie Lane 01 179 1 $400,000.00 39
8518995
San Carlos 94070 6 10.125 95 $59,856.89 8/1/13 2 770
2668093 Campbell NY 181 14 $69,000.00 7/13/98 $368,000.00
8519241 30 Knollwood Drive 01 179 1 $460,000.00 29
95
Larchmont 10538 7 10.75 $68,974.01 8/1/13 2 710
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2668137 Davelaar WA 121 14 $14,500.00 7/24/98 $165,500.00
8520454 20717 33rd Avenue West 02 119 1 $190,000.00 39
Lynnwood 98036 5 95 $14,432.21 2 693
10.75 8/1/08
2668242 Rauchwarg VA 181 14 $21,500.00 7/17/98 $114,750.00
8520041 3905 Shady Lane 01 179 1 $143,440.00 37
Williamsburg 23188 7 10.75 95 $21,491.90 8/1/13 2 722
2668250 Ell CA 181 RFC01 $38,700.00 7/23/98 $206,400.00
8538712 4810 Balthazar Terrace 01 179 1 $258,000.00 42
Fremont 94555 6 9.875 95 $38,605.50 8/1/13 2 772
2668414 Poulson ID 180 14 $30,000.00 8/7/98 $89,329.00
8531469 6833 Folk Dr. 02 179 1 $168,000.00 26
Boise 83704 6 9.75 72 $29,925.94 8/12/13 2 731
2668422 Ladd GA 180 14 $20,800.00 7/27/98 $78,000.00
8528606 3344 Timber Hollow Court 02 178 1 $104,000.00 30
Marietta 30062 7 13 95 $20,795.24 7/31/13 2 658
2668429 Thompson CA 181 14 $19,100.00 7/27/98 $152,800.00
8528127 206 East Mission Road 01 179 1 $191,000.00 29
Corona 91719 7 90 $19,093.19 8/1/13 2 728
11
2668440 Owings CA 181 09 $25,500.00 7/20/98 $136,150.00
01
8520231 22581 Hannah Court 179 1 $171,190.00 45
Cordona 91719 6 10.375 95 $25,440.56 8/1/13 2 739
2668447 Scurlock MD GA 181 14 $44,200.00 7/28/98 $236,000.00
8520330 1001 McLynn Avenue 01 179 1 $295,000.00 21
Atlanta 30306 7 10.25 95 $44,181.46 8/1/13 2 744
2668452 Chow CA 181 14 $35,500.00 6/11/98 $520,000.00
8523557 14 El Patio 01 178 1 $650,000.00 39
Orinda 94563 6 10.45 86 $35,403.44 7/1/13 2 716
2668459 ROSSOW MN 181 14 $23,990.00 8/12/98 $191,920.00
8540965 15825 17th Avenue North 01 180 1 $239,900.00 34
Plymouth 55447 6 10.05 90 $23,990.00 9/1/13 2 717
2668464 Smith MA 181 14 $37,500.00 7/22/98 $199,900.00
8520348 5 Short Street 01 179 1 $249,900.00 41
Medway 02053 6 10 95 $37,409.52 8/1/13 2 729
2668470 Rozzell NM 181 14 $18,400.00 7/17/98 $125,398.00
12100 Kashmir Street 02 179 1 $150,000.00 31
8520512
Albuquerque 87111 6 10.25 96 $18,337.17 8/1/13 2 680
2668481 Arron CA 181 14 $32,730.00 7/29/98 $261,800.00
8525792 2735 Yorkshire Road 01 179 1 $330,000.00 32
90
Pasadena 91107 7 9.675 $32,713.89 8/1/13 2 722
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2668488 Zebroski CO 181 09 $80,000.00 7/31/98 $170,000.00
8520637 113 White Ash DR 02 179 1 $250,000.00 38
Golden 80403 6 100 $79,820.32 2 707
10.775 8/1/13
2668489 Froehlich CA 181 14 $45,000.00 7/31/98 $240,000.00
8521510 2866 Melillo DR 02 179 1 $300,000.00 45
Walnut Creek 94596 7 12.025 95 $45,000.00 8/1/13 2 644
2668490 Nardone-patterson VA 181 09 $44,400.00 7/31/98 $236,800.00
8521528 13044 Brookmead DR 02 179 1 $296,000.00 36
Manassas 20112 6 10.525 95 $44,197.93 8/1/13 2 763
2668493 Stewart AZ 181 14 $20,000.00 7/30/98 $75,750.00
8520629 3150 W Hayward AVE 02 179 1 $101,000.00 45
Phoenix 85051 6 9.9 95 $19,951.30 8/1/13 2 756
2668498 Amerson CA 181 14 $19,500.00 7/30/98 $104,000.00
8520892 1940 W 94th ST 02 179 1 $131,000.00 38
Los Angeles 90047 6 10.775 95 $18,811.70 8/1/13 2 696
2668501 Mc Cormick CA 181 14 $26,000.00 7/31/98 $172,000.00
8521064 207 Teasdale ST 02 179 1 $215,000.00 43
Thousand Oaks 91360 6 93 $25,938.83 8/1/13 2 756
10.275
2668503 Loomis CO 180 14 $37,500.00 8/5/98 $87,500.00
01
8520686 700 Butte Pass Drive 179 1 $125,000.00 48
Fort Collins 80526 7 10.9 100 $37,083.79 8/1/13 2 699
2668508 Findlay NJ 181 14 $35,000.00 7/31/98 $109,405.00
8520868 656 Preston ST 02 179 1 $199,000.00 23
Brick 08723 6 9.9 73 $34,914.78 8/1/13 2 663
2668510 Baskerville OR 181 14 $50,000.00 7/29/98 $121,600.00
8520678 16677 S Bradley RD 02 179 1 $247,500.00 36
Oregon City 97045 7 10.025 70 $49,917.71 8/1/13 2 679
2668511 Clark CA 182 14 $26,000.00 7/29/98 $201,000.00
8520611 3415 Suncrest DR 02 180 1 $227,000.00 46
Placerville 95667 6 11.525 100 $26,000.00 9/1/13 2 711
2668513 Agrela CA 181 14 $58,000.00 7/15/98 $309,600.00
8524258 24192 Puerta De Luz 01 179 1 $387,000.00 40
Mission Viejo 92691 7 10.875 95 $57,978.74 8/1/13 2 726
2668515 Calabrese NJ 180 14 $22,500.00 7/27/98 $190,955.00
75 Watson Road 02 178 1 $240,000.00 40
8528937
Fanwood Boro 07023 6 10.1 89 $22,446.21 7/31/13 2 724
2668516 Santiago NJ 181 14 $55,900.00 7/29/98 $159,583.00
8525065 23 Emory Court 02 179 1 $216,000.00 31
100
Eatontown 07724 6 10.8 $55,402.74 8/3/13 2 734
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2668518 Lupo NJ 180 14 $32,100.00 7/28/98 $256,800.00
8521023 109 Dogwood Terrace 01 178 1 $321,000.00 29
Teaneck 07446 6 90 $32,023.25 2 759
10.1 7/28/13
2668522 Wheatley CA 181 14 $38,300.00 7/23/98 $204,300.00
8532921 3712 Monterey Boulevard 01 179 1 $255,375.00 26
Oakland 94619 7 10.125 95 $38,266.86 8/1/13 2 757
2668555 Haffner CA 181 14 $34,900.00 8/12/98 $279,200.00
8540981 4531 Greengate 02 180 1 $349,000.00 32
Westlake Village 91361 6 10 90 $34,900.00 9/1/13 2 641
2668567 Boyd CA 181 14 $100,000.00 8/10/98 $601,250.00
8541997 13013 Harwick Lane 01 180 1 $751,578.00 43
San Diego 92130 6 12.35 94 $100,000.00 9/1/13 2 678
2668584 Levay CA 181 09 $55,075.00 7/20/98 $293,700.00
8540650 73 South 16th Street 01 179 1 $367,165.00 26
San Jose 95112 7 10.845 95 $55,054.69 8/1/13 2 751
2668588 Penne NC 181 09 $42,500.00 7/23/98 $52,500.00
8529562 9912 Eagles Field Court 02 179 1 $124,000.00 41
Charlotte 28269 6 77 $42,386.41 8/1/13 2 688
8.875
2668617 Carr WA 181 14 $30,000.00 7/13/98 $151,802.00
02
8521395 419 SouthWest 327th Place 179 1 $185,000.00 40
Federal Way 98023 6 10.55 99 $30,000.00 8/1/13 2 762
2668779 Roark CA 181 14 $41,600.00 7/22/98 $222,000.00
8533200 9608 Puffin Avenue 01 179 1 $277,500.00 37
Fountain Valley 92708 6 11 95 $41,508.50 8/1/13 2 756
2668783 Shimabuku CA 181 04 $26,200.00 7/20/98 $140,000.00
8532541 920 La Barbera Drive 01 179 1 $175,000.00 43
San Jose 95126 7 11.125 95 $26,190.91 8/1/13 2 793
2668849 Snow UT 180 14 $17,200.00 6/8/98 $68,800.00
8537706 56 South 500 East 02 177 1 $86,000.00 40
Richfield 84701 6 11.99 100 $17,151.86 6/12/13 2 687
2668867 Graham NM 181 14 $22,000.00 7/22/98 $88,158.00
8521569 7204 Vista Alegre Street 02 179 1 $116,500.00 29
Albuquerque 87120 7 10.75 95 $21,983.35 8/1/13 2 710
2668875 Lartson TX 181 14 $12,600.00 7/17/98 $67,200.00
4122 Presidents Drive 01 179 1 $84,000.00 35
8521965
Houston 77047 7 10.5 95 $12,594.99 8/1/13 2 680
2668881 Frederickson CA 181 14 $75,000.00 7/21/98 $281,250.00
8538498 3080 Valleywood Court 01 179 1 $390,000.00 38
92
San Jose 95148 6 10.625 $74,829.19 8/1/13 2 731
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2668895 Garton Jr. CA 181 14 $58,500.00 7/8/98 $312,000.00
8524126 3924 Pasadena Drive 01 179 1 $390,000.00 45
San Mateo 94403 7 95 $58,475.78 2 754
10.375 8/1/13
2668900 Goodwin VA 181 14 $44,500.00 8/6/98 $237,600.00
8522310 7735 Knightshayes DR 01 180 1 $297,055.00 51
Manassas 20111 7 10.65 95 $44,500.00 9/1/13 2 769
2668901 Linsday CA 181 04 $33,550.00 8/5/98 $179,100.00
8524266 521-A Sonata WAY 01 180 1 $223,900.00 37
Simi Valley 93065 6 10.65 95 $33,550.00 9/1/13 2 725
2668903 Meyer CO 181 14 $35,400.00 8/6/98 $188,850.00
8522278 801 Dirt RD 02 180 1 $236,100.00 45
Bellvue 80512 7 12.025 95 $35,400.00 9/1/13 2 650
2668906 Noble CA 181 14 $54,500.00 7/28/98 $41,402.00
8521957 6410 Almond DR 02 179 1 $96,000.00 42
Bakersfield 93308 6 11.025 100 $54,380.42 8/1/13 2 713
2668908 Prichard CA 181 RFC01 $58,800.00 7/28/98 $313,700.00
8522351 19 Viewcrest CIR 01 179 1 $392,200.00 43
South San 94080 6 95 $58,658.45 8/1/13 2 741
10.025
2668909 Fields CA 181 14 $45,000.00 7/29/98 $326,000.00
02
8522211 12748 Stanwood DR 179 1 $435,000.00 42
Los Angeles 90066 6 10.025 86 $44,891.68 8/1/13 2 723
2668911 Turner CA 181 14 $33,000.00 7/24/98 $173,400.00
8522146 6808 Rockglen AVE 02 179 1 $223,000.00 46
San Diego 92111 6 13.275 93 $32,940.06 8/1/13 2 639
2668913 Hernandez CA 181 15 $36,000.00 7/29/98 $144,000.00
8522138 1107 South Palos Verdes 01 179 1 $180,000.00 42
Los Angeles 90731 6 11.4 100 $35,923.74 8/1/13 2 731
2668914 Monroy CA 181 15 $17,600.00 7/28/98 $35,184.00
8521940 998 E & 1000 Orange Grove 02 179 1 $142,000.00 44
Pasadena 91104 6 10.525 38 $17,559.55 8/1/13 2 711
2668915 Bristol CA 181 14 $50,000.00 7/20/98 $153,815.00
8522179 2238 Avalon ST 02 179 1 $210,000.00 42
Costa Mesa 92627 7 11.525 98 $49,880.21 8/1/13 2 700
2668916 Solorzano CA 181 09 $25,000.00 7/28/98 $206,200.00
28502 El Peppino 02 179 1 $289,000.00 34
8521973
Laguna Niguel 92677 6 10.525 80 $24,942.53 8/1/13 2 640
2668918 Fuzail IL 181 14 $38,800.00 7/28/98 $192,000.00
8521825 1200 W Sturbridge DR 02 179 1 $243,000.00 43
95
Hoffman Estates 60195 6 10.775 $38,712.86 8/1/13 2 723
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2668924 Donato CA 181 04 $15,445.00 5/29/98 $123,567.00
8532772 2550 Beach Head Way 01 177 1 $154,459.00 41
Richmond 94804 7 90 $15,230.79 2 742
10.125 6/1/13
2668939 Moldenhauer Jr. FL 181 14 $15,450.00 7/10/98 $82,400.00
8524993 2109 Richfield Cove Drive 01 179 1 $105,000.00 18
Winter Park 34761 7 9.75 94 $15,442.79 8/1/13 2 781
2668944 Madden VA 181 RFC01 $24,100.00 7/20/98 $148,000.00
8521981 7032 Gatton Square 01 179 1 $185,000.00 35
Alexandria 22315 7 11 94 $24,091.41 8/1/13 2 774
2668947 Davis MN 181 14 $15,300.00 7/23/98 $81,600.00
8522013 932 Hillside Lane 01 179 1 $102,000.00 36
Nicollet 56074 6 10.125 95 $15,263.50 8/1/13 2 718
2668950 Crews GA 61 14 $25,000.00 12/12/97 $48,117.00
8528671 P.O. Box 463, Rural Rt. 3 02 52 1 $96,000.00 21
Folkston 31537 4 9 77 $22,277.66 1/1/03 2 718
2668955 Lawrence VA 181 14 $45,750.00 7/28/98 $244,000.00
8522096 6871 Churchill Road 01 179 1 $305,000.00 35
McLean 22101 7 95 $45,645.55 8/1/13 2 731
10.375
2668969 Kane CA 181 14 $37,200.00 7/22/98 $198,400.00
01
8522161 514 Normandy Avenue 179 1 $248,000.00 43
Placentia 92870 7 11 95 $37,186.73 8/1/13 2 700
2668982 Lasley TN 180 14 $22,250.00 8/3/98 $178,000.00
8527095 814 Shenandoah Drive 01 179 1 $222,500.00 42
Brentwood 37204 7 9.125 90 $22,238.15 8/3/13 2 738
2669004 Hammerling CA 181 14 $33,700.00 7/20/98 $180,000.00
8522518 3013 Ellis Street 01 179 1 $225,000.00 41
Berkeley 94703 7 11.5 95 $33,700.00 8/1/13 2 706
2669011 Burke CA 181 14 $25,000.00 7/15/98 $445,000.00
8525826 1134 Thorntree Place 01 179 1 $640,000.00 43
San Jose 95120 7 10.25 74 $24,989.51 8/1/13 2 622
2669014 Loucks CA 181 14 $48,000.00 7/24/98 $256,000.00
8522559 540 Saxony Road 01 179 1 $320,000.00 45
Encinitas 92024 7 10.25 95 $48,000.00 8/1/13 2 751
2669016 Donohue CT 181 14 $64,800.00 7/30/98 $345,600.00
38 Haldey Drive 01 179 1 $432,000.00 40
8522666
Greenwich 06870 7 10.75 95 $64,775.60 8/1/13 2 695
2669017 Kolb CA 181 09 $43,000.00 7/16/98 $214,000.00
8522690 335 Huelva Court 02 179 1 $289,000.00 22
89
Oeceanside 92057 6 9.8 $41,456.17 8/1/13 2 709
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669020 Flickinger MT 181 14 $18,300.00 7/17/98 $102,400.00
8522591 1112 Yorktown Street 01 179 1 $128,000.00 33
Billings 59105 6 95 $18,255.33 2 765
9.875 8/1/13
2669023 Economou MI 181 14 $38,985.00 7/29/98 $207,900.00
8524415 9084 Countrywood 01 179 1 $259,900.00 37
Plymouth 48111 7 11 95 $38,971.09 8/1/13 2 728
2669034 McGuirl VA 181 14 $25,350.00 7/30/98 $135,200.00
8522799 14509 Minnieville Road 01 179 1 $170,000.00 36
Woodbridge 22193 7 10.125 95 $25,247.69 8/1/13 2 744
2669038 Bryant WA 181 14 $50,200.00 7/23/98 $267,950.00
8522856 28951 233rd Avenue 01 179 1 $334,950.00 42
Kent 98042 7 9.5 95 $50,175.31 8/1/13 2 742
2669044 Warren ID 61 14 $24,500.00 8/13/98 $97,110.00
8531527 2992 Cemetary Road 02 60 1 $153,000.00 31
Cambridge 83610 4 10.15 80 $24,500.00 9/5/03 2 669
2669045 Yamamoto ID 180 14 $30,000.00 8/12/98 $118,468.00
8531550 1280 Monroe Creek Road 02 179 1 $186,000.00 37
Weiser 83672 6 80 $29,927.62 8/20/13 2 716
10
2669046 Eastwood OR 180 14 $30,000.00 8/10/98 $43,057.04
02
8531634 965 SW Second Street 179 1 $92,000.00 22
Ontario 97914 6 9.75 80 $29,913.75 8/15/13 2 699
2669049 Lopinsky VA 181 14 $21,000.00 7/24/98 $112,000.00
8523292 219B East Windsor Avenue 01 179 1 $140,000.00 36
Alexandria 22301 7 10.25 95 $20,991.18 8/1/13 2 763
2669093 Homon MD 181 RFC01 $37,000.00 7/30/98 $197,750.00
8523565 18028 Bilney Drive 01 179 1 $247,200.00 29
Olney 20832 7 10.25 95 $36,984.48 8/1/13 2 788
2669101 Snyders CA 181 09 $28,300.00 7/23/98 $151,200.00
8523680 6 Corte Montena 01 179 1 $189,062.00 43
Lake Elsinore 92532 7 11 95 $28,289.91 8/1/13 2 717
2669103 Romano WA 181 09 $38,700.00 8/13/98 $309,600.00
8540841 3113 235th Avenue 01 180 1 $387,000.00 40
Issaquah 98029 7 10.75 90 $38,700.00 9/1/13 2 687
2669113 Krettlin MI 181 14 $43,000.00 7/24/98 $124,594.00
9595 Marina Drive 02 179 1 $181,000.00 37
8524027
South Lyon 48178 7 9.75 93 $42,979.37 8/1/13 2 726
2669127 Black KY 181 14 $45,000.00 7/22/98 $131,326.00
8523813 1415 Ed Brent Road 02 179 1 $177,500.00 46
100
Bardstown 40004 6 12.625 $44,915.13 8/1/13 2 660
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669128 Henkel CA 181 14 $40,800.00 7/23/98 $115,200.00
8523847 44804 Marge Place 02 179 1 $156,000.00 42
Temecula 92592 6 100 $40,607.08 2 743
10.625 8/1/13
2669147 Brunson CA 181 09 $27,450.00 7/28/98 $146,400.00
8523854 8576 Warwick Drive 01 179 1 $183,000.00 43
Desert Hot 92240 7 10.125 95 $27,438.17 8/1/13 2 755
2669188 Bungcayao CA 181 14 $35,500.00 7/15/98 $177,750.00
8524092 4528 San Juan Avenue 01 179 1 $237,000.00 38
Fremont 94536 6 9.8 90 $35,500.00 8/1/13 2 725
2669228 Reyes CA 181 09 $24,000.00 7/15/98 $225,000.00
8524274 5 Estrade Lane 01 179 1 $300,000.00 29
Foothill Ranch 92610 6 10.05 83 $23,942.36 8/1/13 2 727
2669229 Lenox VA 181 14 $19,950.00 7/27/98 $159,950.00
8526972 2700 Daphne Lane 01 179 1 $199,950.00 47
Powhatan 23139 6 9.3 90 $19,950.00 8/1/13 2 742
2669238 Dyke CA 181 04 $29,700.00 7/7/98 $151,500.00
8524431 733 Orchard Loop 01 179 1 $202,000.00 42
Azusa 91702 6 90 $29,629.49 8/1/13 2 695
10.175
2669256 Peterson CA 181 09 $24,750.00 8/5/98 $176,250.00
02
8534612 2821 Courtside Drive 180 1 $235,000.00 48
Roseville 95661 6 11.99 86 $24,750.00 9/1/13 2 702
2669258 St. James CA 182 16 $67,500.00 7/30/98 $360,000.00
8526782 1522 Ortega ST 02 180 1 $450,000.00 22
San Francisco 94122 7 13.525 95 $67,500.00 9/1/13 2 650
2669262 Sanchez CA 182 14 $19,500.00 7/31/98 $156,000.00
8525560 2943 Kentrigde DR 02 180 1 $195,000.00 48
San Jose 95133 6 10.525 90 $19,500.00 9/1/13 2 680
2669263 Sponder CA 181 15 $50,250.00 7/31/98 $268,000.00
8525602 1520 & 1520 1/2 Western 01 179 1 $335,000.00 38
Los Angeles 90732 6 10.15 95 $50,130.42 8/1/13 2 741
2669267 Lim CA 181 09 $23,700.00 8/3/98 $189,600.00
8525420 7936 E Altair LN 01 180 1 $237,000.00 36
Anaheim 92808 6 10.4 90 $23,700.00 9/1/13 2 746
2669269 Bowden TX 181 09 $15,750.00 8/7/98 $62,950.00
16507 Mansvelt RD 01 180 1 $78,700.00 39
8525446
Galveston 77554 6 9.99 100 $15,750.00 9/1/13 2 743
2669270 Cerquera FL 180 14 $21,800.00 8/3/98 $87,200.00
8525503 1787 NE 177th ST 02 179 1 $109,000.00 44
100
North Miami Beach 33162 7 12.025 $21,793.79 8/1/13 2 700
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669271 Iden CA 181 RFC01 $21,000.00 8/3/98 $108,323.00
8525883 3080 Cambridge Road 02 180 1 $130,000.00 38
Cameron Park 95682 6 100 $21,000.00 2 726
10.525 9/1/13
2669274 Kirk TN 180 14 $18,000.00 8/3/98 $96,000.00
8524811 2124 Derrick RD 02 179 1 $120,000.00 19
Chapel Hill 37064 6 10.9 95 $17,960.04 8/1/13 2 708
2669275 Jarrett IL 180 14 $64,000.00 8/3/98 $512,000.00
8524837 17546 West Bridle Trail 02 179 1 $640,000.00 26
Gurnee 60031 7 10.025 90 $63,971.84 8/1/13 2 693
2669276 Cox TX 181 14 $15,000.00 8/7/98 $60,000.00
8525412 2929 Laredo DR 01 180 1 $75,000.00 27
Fort Worth 76116 6 9.99 100 $15,000.00 9/1/13 2 706
2669278 Holbrook CA 181 09 $20,200.00 7/24/98 $80,800.00
8525073 7139 Lighthouse DR 01 179 1 $101,000.00 42
Stockton 95219 6 10.775 100 $19,658.49 8/1/13 2 749
2669281 Stevens WA 181 14 $29,000.00 7/29/98 $116,000.00
8525131 320 W Sierra WAY 02 179 1 $145,000.00 41
Spokane 99208 6 100 $28,938.57 8/1/13 2 721
11.4
2669282 Garcia FL 180 04 $10,000.00 8/7/98 $40,000.00
01
8526949 8035 Byron AVE 1 179 1 $50,000.00 28
Miami Beach 33141 6 10.65 100 $9,977.28 8/1/13 2 695
2669283 Runolfsson CA 181 14 $42,750.00 7/31/98 $228,000.00
8524779 1536 Armando Drive 01 179 1 $285,000.00 39
Long Beach 90807 7 10.65 95 $41,479.40 8/1/13 2 695
2669284 Illeck CA 181 14 $70,000.00 7/23/98 $343,028.00
8524910 509 22nd ST 02 179 1 $425,000.00 31
Huntington Beach 92648 7 11.65 98 $69,978.35 8/1/13 2 733
2669285 Noble OR 181 14 $17,200.00 7/30/98 $137,600.00
8524795 30863 Walnut Drive 01 179 1 $172,000.00 44
Albany 97321 7 11.025 90 $17,193.91 8/1/13 2 635
2669286 Dhillon VA 181 09 $48,150.00 8/7/98 $256,950.00
8524944 5316 Poplar Valley CT 01 180 1 $321,220.00 39
Centreville 20120 6 9.4 95 $48,150.00 9/1/13 2 738
2669290 Price NV 182 14 $36,000.00 7/30/98 $216,000.00
4400 Bridle WAY 02 180 1 $315,000.00 38
8524860
Reno 89509 6 9.275 80 $36,000.00 9/1/13 2 721
2669313 Mendoza CA 181 09 $57,900.00 8/5/98 $309,350.00
8538886 590 Granite Hills 01 180 1 $390,000.00 41
95
Simi Valley 93065 7 10.8 $57,900.00 9/1/13 2 670
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669316 Turek CA 181 14 $49,200.00 7/8/98 $262,400.00
8524886 2121 Carrol Road 01 179 1 $328,000.00 41
Walnut Creek 94596 6 95 $49,200.00 2 741
10.175 8/1/13
2669326 Heck CA 181 14 $33,000.00 7/2/98 $364,000.00
8533002 4571 Viro Road 02 179 1 $455,000.00 39
La 91011 6 9.6 88 $33,000.00 8/1/13 2 729
2669327 Navagato CA 181 04 $10,000.00 7/15/98 $124,000.00
8524985 4213 Loma Riviera Lane 01 179 1 $155,000.00 42
San Diego 92110 6 9.925 87 $9,975.71 8/1/13 2 706
2669332 Bob FL 182 14 $38,600.00 7/31/98 $144,750.00
8528754 17050 SouthWest 83 Court 02 180 1 $193,000.00 39
Miami 33157 6 9.85 95 $38,600.00 9/1/13 2 730
2669349 Priano CA 61 14 $30,000.00 8/11/98 $179,822.00
8539132 882 Maplewood Avenue 02 60 1 $251,000.00 32
Newbury Park 91320 4 9.5 84 $30,000.00 9/1/03 2 741
2669351 Smith CA 181 14 $50,000.00 7/13/98 $170,800.00
8533010 768 Avenue C 02 179 1 $500,000.00 36
Redondo Beach 90277 6 53 $49,878.81 8/1/13 2 768
9.95
2669359 Bertram CA 181 04 $19,000.00 7/14/98 $152,000.00
01
8525206 13913 Riverside Drive 179 1 $190,000.00 35
Sherman Oaks 91423 6 10.3 90 $18,955.40 8/1/13 2 707
2669360 Gajjala CA 181 14 $24,700.00 7/23/98 $197,600.00
8533077 523 Central Avenue 01 179 1 $247,000.00 40
Alameda 94501 7 9.55 90 $24,687.98 8/1/13 2 757
2669377 Smith CA 181 14 $42,300.00 7/28/98 $225,600.00
8541443 1480 Cypress Court 01 179 1 $282,000.00 41
Gilroy 95020 7 10.425 95 $42,282.91 8/1/13 2 738
2669427 Sandidge CA 181 14 $15,000.00 7/16/98 $209,600.00
8533085 4955 -4957 Coronado Avenue 01 179 1 $262,000.00 41
Oakland 94618 7 10.5 86 $13,196.35 8/1/13 2 670
2669428 Leikin MD 181 14 $27,000.00 2/27/98 $289,200.00
8539983 6904 Old Gate Lane 01 174 1 $340,000.00 47
Rockville 20852 7 13.75 93 $26,967.86 3/1/13 2 682
2669430 Hoard CA 181 14 $26,900.00 7/24/98 $215,950.00
2142 Misquez Lane 01 179 1 $269,950.00 40
8534364
Tracy 95376 6 9.55 90 $26,832.37 8/1/13 2 785
2669437 Tsao CA 181 14 $46,500.00 7/1/98 $248,000.00
8533093 21614 Paul Avenue 01 179 1 $310,000.00 34
95
Torrance 90503 7 10.55 $46,500.00 8/1/13 2 773
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669466 Workman CA 181 14 $18,200.00 7/13/98 $145,600.00
8533028 925 North Walnut Avenue 01 179 1 $182,000.00 38
San Dimas 91773 6 90 $18,058.26 2 686
10.55 8/1/13
2669472 Hultquist CA 181 09 $30,000.00 7/20/98 $189,000.00
8533101 14 El Prisma 02 179 1 $252,000.00 42
Rancho Santa 92688 7 10.55 87 $29,963.75 8/1/13 2 721
2669485 Traute CA 181 14 $27,800.00 7/28/98 $222,450.00
8533036 5913 Park Crest Drive 01 179 1 $278,100.00 41
Chino Hills 91709 6 9.875 90 $27,663.74 8/1/13 2 709
2669497 Epstein CA 181 04 $23,000.00 7/20/98 $184,000.00
8525776 25692 Fishermans Drive 01 179 1 $230,000.00 43
Dana Point 92629 6 9.55 90 $22,942.17 8/1/13 2 756
2669505 Roberts CA 181 14 $18,300.00 7/16/98 $146,400.00
8533044 2908 Wildflower Drive 01 179 1 $183,000.00 44
Antioch 94509 6 10 90 $18,255.85 8/1/13 2 708
2669515 Guaraldi CA 181 14 $42,700.00 8/3/98 $228,000.00
8526758 2506 Balmoral ST 02 180 1 $285,000.00 37
Union City 94587 7 95 $42,700.00 9/1/13 2 686
11.775
2669517 Cool MD 181 14 $21,100.00 8/10/98 $168,900.00
01
8526725 355 Nectar CT 180 1 $211,170.00 41
Westminster 21157 7 9.4 90 $21,100.00 9/1/13 2 757
2669520 Crutchfield CA 181 14 $20,500.00 7/30/98 $164,000.00
8526691 1412 W 123rd ST 02 179 1 $205,000.00 43
Los Angeles Area 90047 7 9.775 90 $20,490.49 8/1/13 2 744
2669522 Harris OR 182 14 $32,000.00 7/31/98 $169,360.00
8526733 7665 SouthWest Dunsmuir 02 180 1 $202,000.00 44
Beaverton 97007 6 10.275 100 $32,000.00 9/1/13 2 733
2669524 Klump CA 182 RFC01 $27,600.00 7/31/98 $138,000.00
8526592 15 Lemon Tree 02 180 1 $184,000.00 45
Irvine 92612 6 11.025 90 $27,600.00 9/1/13 2 646
2669525 Rockwell CA 181 14 $26,150.00 8/6/98 $209,200.00
8525933 484 Sierra Heights Court 01 180 1 $261,500.00 31
Thousand Oaks 91320 7 9.775 90 $26,150.00 9/1/13 2 787
2669526 Kilburn NV 181 14 $20,000.00 8/4/98 $114,830.00
8578 Turtle Creek CT 02 180 1 $135,000.00 41
8526600
Reno 89506 6 10.775 100 $20,000.00 9/1/13 2 732
2669527 Whitney CA 182 14 $30,000.00 7/30/98 $160,000.00
8526626 1013 Linden AVE 02 180 1 $200,000.00 27
95
Fairfield 94533 6 11.525 $30,000.00 9/1/13 2 686
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669532 Moore CO 180 14 $25,000.00 8/4/98 $61,745.00
8526519 97 Rose DR 02 179 1 $90,000.00 38
Colorado Springs 80911 6 97 $24,935.56 2 753
9.275 8/1/13
2669534 Rickett CO 181 14 $31,000.00 8/4/98 $116,250.00
8526097 3816 Blair DR 02 180 1 $155,000.00 45
Whitewater 81527 6 10.275 95 $31,000.00 9/1/13 2 706
2669537 Morris CA 182 14 $40,000.00 7/30/98 $178,736.00
8526535 1955 Yosemite ST 02 180 1 $220,000.00 42
Seaside 93955 6 10.525 100 $40,000.00 9/1/13 2 724
2669538 Emmett CA 181 04 $64,400.00 8/6/98 $257,600.00
8532897 617 S Broadway 4 01 180 1 $322,000.00 36
Redondo Beach 90277 6 11.65 100 $64,400.00 9/1/13 2 693
2669539 Lee CT 181 14 $75,000.00 8/5/98 $235,164.00
8528705 186 Pawson Park RD 02 180 1 $335,000.00 24
Branford 06405 7 11.025 93 $75,000.00 9/1/13 2 756
2669542 Hoklotubbe CA 181 14 $37,800.00 7/27/98 $302,400.00
8533119 33832 Vista Grande 01 179 1 $378,000.00 41
Dana Point 92629 7 90 $37,783.03 8/1/13 2 734
9.93
2669551 Pino CA 181 14 $20,000.00 7/8/98 $135,061.00
02
8533051 5468 Plantain Circle 179 1 $175,000.00 22
Orangevale 95662 6 10.7 89 $19,949.76 8/1/13 2 735
2669555 Hill-williams MD 181 14 $19,450.00 2/24/98 $162,350.00
8540015 8807 Gladeside Drive 01 174 1 $197,000.00 46
Clinton 20735 7 13.75 93 $19,426.86 3/1/13 2 649
2669558 Albano CA 181 14 $10,000.00 7/14/98 $148,000.00
8525842 1414 Tuliptree Road 01 179 1 $185,000.00 31
Santa Rosa 95403 6 9.8 86 $9,975.43 8/1/13 2 736
2669573 Depalma CA 181 14 $73,500.00 7/22/98 $392,000.00
8533127 808 Grosvenor Place 01 179 1 $490,000.00 30
Oakland 94601 7 10.05 95 $73,500.00 8/1/13 2 768
2669595 Delgado CA 181 14 $10,000.00 7/22/98 $199,900.00
8533135 13425 White Sand Drive 01 179 1 $249,900.00 27
Tustin 92780 7 10 84 $10,000.00 8/1/13 2 777
2669616 Orejel CA 181 14 $16,500.00 7/10/98 $60,000.00
1421 West Harding Way 01 179 1 $85,000.00 36
8534869
Stockton 95203 6 11.5 90 $16,153.55 8/1/13 2 664
2669754 Humphrey CA 181 04 $33,400.00 7/23/98 $267,600.00
8540684 240 South Broadway 01 179 1 $334,500.00 35
90
Redondo Beach 90277 6 10.875 $33,003.59 8/1/13 2 737
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669763 Mines CA 181 15 $43,000.00 7/24/98 $227,000.00
8539744 24 Hilarita Avenue 01 179 1 $608,000.00 42
Mill Valley 94941 6 45 $42,781.94 2 722
9.5 8/1/13
2669827 Martinez CA 181 14 $34,000.00 7/22/98 $223,000.00
8526584 3646 Norwood Avenue 01 179 1 $346,000.00 27
San Jose 95148 7 9.75 75 $33,984.14 8/1/13 2 713
2669848 Vildibill CA 181 09 $37,500.00 7/24/98 $300,000.00
8526675 11708 Petenwell Road 01 179 1 $375,000.00 45
San Diego 92131 6 9.55 90 $37,405.72 8/1/13 2 748
2669851 Sharp CA 181 14 $15,000.00 7/23/98 $220,000.00
8533143 18015 Mirasol Drive 01 179 1 $275,000.00 27
San Diego 92128 7 10 86 $14,984.41 8/1/13 2 735
2669860 Mellinger CA 181 09 $40,614.00 7/29/98 $324,800.00
8528051 4701 Freno Way 01 179 1 $406,148.00 39
El Dorado 95762 6 9.55 90 $40,311.89 8/1/13 2 729
2669862 Lindsey CA 181 14 $31,150.00 7/9/98 $249,200.00
8533150 5217 Running Bear Drive 01 179 1 $311,500.00 43
San Jose 95136 7 90 $31,150.00 8/1/13 2 786
9.55
2669872 Jensen WA 181 04 $28,500.00 8/5/98 $96,500.00
02
8531212 2660 118th Avenue 180 1 $125,000.00 38
Bellevue 98005 7 12.275 100 $28,500.00 9/1/13 2 680
2669873 Yamamoto CA 181 14 $87,000.00 8/5/98 $203,000.00
8527350 3668 Shenandoah CT 02 180 1 $290,000.00 42
Pleasanton 94588 7 10.9 100 $87,000.00 9/1/13 2 725
2669874 Cameron NM 121 14 $22,650.00 8/6/98 $155,000.00
8527426 4328 Rancho Grande Place 02 120 1 $187,000.00 34
Albuquerque 87120 5 10.725 95 $22,543.94 9/1/08 2 683
2669875 Melville CA 181 14 $35,250.00 8/5/98 $188,000.00
8527731 4358 Blenheim WAY 01 180 1 $235,000.00 45
Concord 94521 7 12.65 95 $35,250.00 9/1/13 2 653
2669876 Jones TX 181 09 $23,798.00 8/10/98 $95,192.00
8527491 10335 Granite Stone 01 180 1 $118,990.00 29
San Antonio 78250 6 9.99 100 $23,798.00 9/1/13 2 761
2669877 Ragsdale TX 181 14 $24,400.00 8/11/98 $97,600.00
4059 Hwy 50 01 180 1 $122,000.00 45
8527749
Campbell 75422 6 9.99 100 $24,400.00 9/1/13 2 713
2669878 Liening WA 182 14 $16,000.00 7/31/98 $134,000.00
8527079 6304 185th Place SouthWest 02 180 1 $167,500.00 38
90
Lynnwood 98037 7 11.025 $16,000.00 9/1/13 2 683
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2669880 Van Dyke CA 181 14 $30,000.00 7/28/98 $120,000.00
8527178 3409 G ST 02 179 1 $150,000.00 42
Antioch 94509 6 100 $29,903.12 2 704
10.525 8/1/13
2669883 Bagley IN 181 14 $16,800.00 8/6/98 $41,100.00
8527293 131 S Charles ST 02 180 1 $61,000.00 46
Mishawaka 46544 6 12.275 95 $16,800.00 9/1/13 2 666
2669884 Borden OR 181 14 $17,500.00 8/4/98 $86,050.00
8527327 1190 Elm ST 02 180 1 $109,000.00 45
Junction City 97448 7 11.775 95 $17,500.00 9/1/13 2 671
2669885 Basterrechea CA 181 14 $100,000.00 8/4/98 $356,250.00
8527053 5230 Avenida De Despacio 02 180 1 $485,000.00 52
Yorba Linda 92887 7 11.525 95 $100,000.00 9/1/13 2 706
2669886 Wagner CA 181 14 $32,250.00 8/5/98 $172,000.00
8527103 24410 East Top Court 02 180 1 $215,000.00 39
Diamond Bar 91765 6 9.775 95 $32,250.00 9/1/13 2 779
2669891 Abraham CA 181 14 $26,200.00 7/30/98 $104,800.00
8526964 6206 S Rimpau BLVD 01 179 1 $131,000.00 45
Los Angeles 90043 6 100 $26,143.18 8/1/13 2 682
11.15
2669895 Noorani CA 181 09 $84,000.00 8/3/98 $196,000.00
01
8526899 13738 Christian Barrett 180 1 $280,000.00 37
Moorpark 93021 6 10.65 100 $84,000.00 9/1/13 2 761
2669909 Perrry ID 180 14 $23,500.00 8/14/98 $133,082.00
8538415 7425 East Rimrock Drive 02 179 1 $197,000.00 33
Idaho Falls 83401 6 10 80 $23,443.30 8/18/13 2 749
2669937 Hall CA 181 04 $29,200.00 7/22/98 $146,250.00
8529059 955 Corbett Avenue 01 179 1 $195,000.00 37
San Francisco 94131 7 10.5 90 $29,200.00 8/1/13 2 692
2669963 Anderson CO 181 14 $29,500.00 7/27/98 $100,716.00
8538845 732 Westward Lane 01 179 1 $132,000.00 43
Palmer Lake 80133 7 13.25 99 $29,500.00 8/1/13 2 681
2669967 Gerald GA 181 09 $31,350.00 8/14/98 $225,150.00
8535080 3937 Blustery Way 01 180 1 $285,000.00 32
Marietta 30066 6 9.625 90 $31,350.00 9/1/13 2 711
2669995 Panoringan CA 181 14 $60,000.00 7/28/98 $203,000.00
32112 Trefry Court 01 179 1 $295,000.00 47
8529398
Union City 94587 7 11 90 $59,978.60 8/1/13 2 703
2670050 Garrett PA 180 14 $16,600.00 8/4/98 $132,800.00
8538613 16 Pelham Drive 01 179 1 $165,000.00 41
91
New Garden 19350 6 10.6 $16,523.87 8/4/13 2 707
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2670051 Savarese NJ 180 04 $30,000.00 7/31/98 $0.00
8528218 14 Springbrook Drive 01 178 1 $182,000.00 21
Annandale 08801 6 17 $29,924.92 1 803
9.6 7/31/13
2670052 Urscheler NJ 180 04 $25,000.00 8/3/98 $159,872.00
8528176 514 Chase Court 02 179 1 $200,000.00 44
Edgewater 07020 6 10.3 93 $24,941.32 8/7/13 2 726
2670133 Baram NY 180 14 $41,500.00 7/24/98 $332,000.00
8532301 7 Ada Lane 01 178 1 $415,000.00 45
East Setauket 11733 7 10 90 $41,481.63 7/24/13 2 776
2670146 Fry CA 181 04 $69,600.00 7/15/98 $162,400.00
8528184 3625 Crow Canyon Road 01 179 1 $232,000.00 44
San Ramon 94583 7 11.14 100 $69,575.93 8/1/13 2 746
2670192 Maiero CA 182 14 $36,000.00 7/24/98 $288,050.00
8528820 660 Kearney Street 01 180 1 $360,139.00 38
Benicia 94510 6 9.55 90 $35,909.49 9/1/13 2 743
2670208 Tran CA 181 RFC01 $29,100.00 7/16/98 $145,500.00
8528481 3496 Sugarcreek Drive 01 179 1 $194,000.00 16
San Jose 95121 6 90 $29,100.00 8/1/13 2 775
9.55
2670236 Steinberg CA 181 14 $44,850.00 8/5/98 $239,200.00
01
8538795 525 North Gardner Street 180 1 $299,000.00 39
Los Angeles 90036 7 10.675 95 $44,850.00 9/1/13 2 707
2670267 Ryan CA 181 09 $10,000.00 7/27/98 $148,000.00
8529497 16339 Bassett Court 01 179 1 $185,000.00 26
Ramona 92065 6 9.8 86 $10,000.00 8/1/13 2 778
2670324 Lumpkin MD 181 09 $31,350.00 5/29/98 $167,200.00
8539926 18202 Bivens Place 01 177 1 $209,000.00 48
Accokeek 20607 7 10.8 95 $30,912.84 6/1/13 2 788
2670362 Sands CA 181 14 $45,000.00 7/30/98 $227,150.00
8532962 1260 North Michigan Avenue 02 179 1 $325,000.00 49
Pasadena 91104 7 10.55 84 $44,822.76 8/1/13 2 701
2670495 Craney MD 181 14 $18,500.00 3/26/98 $296,000.00
8539769 5800 Federal Court 01 175 1 $370,000.00 47
Marlboro 20772 7 11.2 85 $18,353.39 4/1/13 2 665
2670530 Castilla CA 181 04 $32,700.00 8/11/98 $261,600.00
10213 Nile DR 01 180 1 $327,000.00 40
8531048
Cupertino 95014 7 9.9 90 $32,700.00 9/1/13 2 739
2670531 Dickinson WA 181 14 $42,500.00 8/4/98 $94,500.00
8529950 32816 26th Place SouthWest 02 180 1 $138,000.00 23
100
Federal Way 98023 6 10.275 $42,500.00 9/1/13 2 784
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2670532 Rangel CA 181 14 $33,000.00 8/4/98 $132,000.00
8529976 2424 Temperate AVE 01 180 1 $165,000.00 43
Modesto 95350 7 100 $33,000.00 2 683
11.275 9/1/13
2670535 Crummitt MD 121 14 $10,000.00 8/13/98 $94,900.00
8530008 2439 Kaetzel RD 01 120 1 $134,900.00 28
Knoxville 21758 5 9.475 78 $10,000.00 9/1/08 2 659
2670536 Sarmiento CA 181 14 $35,900.00 8/7/98 $287,200.00
8530016 6635 Montaire PL 01 180 1 $359,000.00 44
La Palma 90623 6 10.4 90 $35,900.00 9/1/13 2 684
2670539 Smith CA 181 14 $96,500.00 8/5/98 $150,453.00
8530271 15226 Century Oak RD 02 180 1 $260,000.00 27
Salinas 93907 6 12.525 95 $96,500.00 9/1/13 2 669
2670540 Richmond AL 181 14 $10,200.00 8/13/98 $40,800.00
8529968 315 Dexter AVE 01 180 1 $51,000.00 34
Mobile 36604 6 9.4 100 $10,200.00 9/1/13 2 763
2670541 Parish CA 181 04 $41,000.00 8/10/98 $164,000.00
8535247 19949 Terri Drive 01 180 1 $205,000.00 41
Santa Clarita 91351 6 100 $40,904.65 9/1/13 2 751
10.4
2670543 Whittemore CA 181 14 $66,000.00 8/3/98 $74,838.00
02
8529885 36799 Avenue 15 180 1 $143,000.00 43
Madera 93638 6 11.525 99 $66,000.00 9/1/13 2 734
2670547 Sawczak FL 181 09 $32,950.00 8/13/98 $175,900.00
8529802 7205 Chesapeake CIR 01 180 1 $219,879.00 37
Boynton Beach 33462 6 10.65 95 $32,950.00 9/1/13 2 711
2670548 Beeson CA 181 RFC01 $100,000.00 8/10/98 $238,950.00
8529828 5233 Armani CT 01 180 1 $338,950.00 41
Pleasanton 94588 7 10.9 100 $100,000.00 9/1/13 2 713
2670551 Conca CA 181 14 $20,850.00 8/7/98 $104,250.00
8529752 4287 Sly Park RD 01 180 1 $139,000.00 39
Pollock Pines 95726 7 10.4 90 $20,850.00 9/1/13 2 776
2670552 Jan CA 181 04 $36,800.00 8/11/98 $147,300.00
8535213 1690 Millpark LN 176 01 180 1 $184,165.00 42
Simi Valley 93065 6 10.4 100 $36,800.00 9/1/13 2 692
2670553 Rodigo CA 181 14 $24,000.00 8/4/98 $128,300.00
6404 Rampart DR 02 180 1 $161,000.00 46
8529786
Carmichael 95608 6 11.025 95 $24,000.00 9/1/13 2 737
2670557 Padilla VA 180 16 $26,450.00 8/7/98 $211,600.00
8534109 417 Commonwealth Avenue 01 179 1 $264,500.00 44
90
Alexandria 22301 7 11.5 $26,450.00 8/7/13 2 670
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2670572 Fasano VA 181 RFC01 $21,450.00 4/27/98 $171,600.00
8539678 1218 Michigan Court 01 176 1 $214,500.00 31
Alexandria 22314 7 90 $21,400.95 2 758
9.925 5/1/13
2670581 Yost MD 181 14 $50,000.00 6/26/98 $268,400.00
8539835 24300 Kakae Drive 01 178 1 $335,500.00 42
Damacus 20872 7 12.3 95 $49,973.08 7/1/13 2 672
2670582 Wolfe MD 181 09 $24,000.00 6/30/98 $128,000.00
8539868 197 South Ocean Drive 02 178 1 $160,000.00 35
Ocean City 21842 7 10.8 95 $23,972.92 7/1/13 2 676
2670644 Jangro MA 181 14 $49,050.00 7/30/98 $261,600.00
8530040 269 Still River Road 01 179 1 $327,000.00 44
Bolton 01740 7 10.25 95 $49,029.43 8/1/13 2 766
2670655 Ridgeway VA 181 14 $39,750.00 7/31/98 $212,000.00
8530099 4605 North 20th Street 01 179 1 $265,000.00 35
Arlington 22207 7 10.375 95 $39,733.77 8/1/13 2 714
2670657 Conner VA 181 09 $40,900.00 6/26/98 $246,400.00
8539652 46911 Bushwood Court 01 178 1 $308,000.00 41
Sterling 20164 7 94 $40,869.88 7/1/13 2 686
10.875
2670668 Wood MD 181 14 $48,000.00 6/30/98 $256,000.00
01
8540304 5101 Lupine Street 178 1 $320,000.00 40
Rockville 20853 7 10.5 95 $47,966.43 7/1/13 2 689
2670895 Aguilo CA 181 14 $29,200.00 7/9/98 $151,000.00
8531394 6802 Bullock Drive 01 179 1 $195,000.00 28
San Diego 92114 6 10.3 93 $29,200.00 8/1/13 2 719
2670899 Bhusari CA 181 14 $70,050.00 7/24/98 $560,600.00
8543225 2714 Scenic Meadow Court 01 179 1 $700,777.00 39
San Jose 95035 6 9.75 90 $69,877.07 8/1/13 2 769
2670900 Sunseri CA 181 14 $41,400.00 7/24/98 $220,800.00
8542094 5862 Southwind Drive 01 179 1 $276,000.00 39
San Jose 95138 7 10.375 95 $41,383.10 8/1/13 2 725
2670908 Tolchinsky CA 181 14 $23,400.00 7/27/98 $276,000.00
8539074 4455 Longridge Avenue 01 179 1 $345,000.00 15
Sherman Oaks 91423 6 10.275 87 $23,344.95 8/1/13 2 703
2670910 Fuhrer VA 181 14 $43,350.00 7/23/98 $231,200.00
9616 Podium Drive 01 179 1 $289,000.00 31
8531295
Vienna 22182 7 9.75 95 $43,329.78 8/1/13 2 725
2670984 Geruso VA 181 09 $16,350.00 7/31/98 $87,200.00
8531253 20 Marian Court 01 179 1 $109,000.00 36
95
Sterling 20165 6 9.75 $16,309.63 8/1/13 2 749
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2670987 Beal VA 181 04 $13,250.00 7/24/98 $70,800.00
8531329 2505 Glengyle Drive 01 179 1 $88,500.00 30
Vienna 22181 6 95 $13,214.18 2 765
8.75 8/1/13
2670989 Gill VA 181 14 $40,200.00 7/14/98 $214,400.00
8531311 6915 Southridge Drive 01 179 1 $268,000.00 36
McLean 22102 6 8.875 95 $40,092.56 8/1/13 2 756
2670991 Sharpe CA 181 16 $25,000.00 7/28/98 $261,000.00
8531287 1559 33rd Avenue 02 179 1 $395,000.00 38
San Francisco 94122 7 10.1 73 $24,989.17 8/1/13 2 709
2670992 Quaschnick CA 181 14 $17,600.00 8/5/98 $282,400.00
8532871 5881 West 76th Street 01 180 1 $353,000.00 26
Los Angeles 90045 7 10.675 85 $17,600.00 9/1/13 2 792
2670994 Nelson VA 181 14 $26,200.00 7/29/98 $139,900.00
8531337 9804 Dublin Drive 01 179 1 $174,900.00 27
Manassas 20109 7 9.75 95 $26,187.78 8/1/13 2 676
2671001 Abramovich CO 181 14 $14,800.00 7/29/98 $79,200.00
8531378 397 South Logan Street 01 179 1 $99,000.00 35
Denver 80209 6 95 $14,763.46 8/1/13 2 751
9.75
2671004 Moran VA 181 16 $26,250.00 7/21/98 $140,000.00
01
8531402 17316 Pacific Rim Terrace 179 1 $175,000.00 26
Dumfries 22026 7 9.5 95 $26,237.09 8/1/13 2 667
2671006 Self CA 181 14 $24,000.00 7/22/98 $128,000.00
8531477 1709 Chelsea Way 01 179 1 $160,000.00 36
Roseville 95661 7 10.375 95 $23,990.20 8/1/13 2 701
2671013 Hanes MD 181 14 $21,700.00 8/14/98 $173,600.00
8532640 16523 Grande Vista DR 01 180 1 $217,000.00 40
Rockville 20855 6 9.025 90 $21,700.00 9/1/13 2 755
2671015 Petrella MD 181 14 $47,000.00 8/14/98 $188,000.00
8532707 4700 Holly Ridge RD 01 180 1 $235,000.00 31
Rockville 20853 7 10.65 100 $47,000.00 9/1/13 2 782
2671016 Fauske MT 181 14 $15,000.00 8/10/98 $120,000.00
8532715 1246 S Burnt Fork RD 02 180 1 $150,000.00 45
Stevensville 59870 6 12.275 90 $15,000.00 9/1/13 2 624
2671017 Eiberger KS 181 09 $39,550.00 8/14/98 $87,950.00
2629 Beacon Hill CT 01 180 1 $127,500.00 41
8532814
Wichita 67220 7 10.9 100 $39,550.00 9/1/13 2 750
2671018 Fish CA 181 04 $40,000.00 8/10/98 $117,000.00
8532798 13345 Sutter Mill RD 02 180 1 $157,000.00 43
100
Poway 92064 6 10.525 $40,000.00 9/1/13 2 741
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671019 Smith CA 181 09 $48,400.00 8/7/98 $258,400.00
8532590 8138 Phaeton DR 01 180 1 $323,000.00 40
Oakland 94605 7 95 $48,400.00 2 724
10.15 9/1/13
2671020 Baron VA 181 14 $89,050.00 8/14/98 $202,900.00
8532608 5815 Colchester RD 01 180 1 $292,000.00 42
Fairfax 22030 7 10.9 100 $89,050.00 9/1/13 2 684
2671021 Dineen CA 181 RFC01 $49,900.00 8/11/98 $399,600.00
8532624 1479 Bullion CT 01 180 1 $499,500.00 43
San Jose 95120 6 9.63 90 $49,900.00 9/1/13 2 719
2671023 Landrum TN 181 14 $11,700.00 8/10/98 $62,400.00
8532525 109 26th ST 02 180 1 $78,000.00 26
Old Hickory 37138 6 11.9 95 $11,700.00 9/1/13 2 657
2671025 Bradley FL 181 14 $25,000.00 8/14/98 $135,200.00
8532533 2001 Cheryl Court South 01 180 1 $169,000.00 44
Kissimmee 34743 7 11.175 95 $25,000.00 9/1/13 2 652
2671029 Shelton WA 181 14 $43,550.00 8/5/98 $231,000.00
8532459 18012 W 73rd AVE 02 180 1 $289,000.00 42
Edmonds 98026 6 95 $43,550.00 9/1/13 2 654
12.775
2671030 Heiser VA 181 14 $100,000.00 8/14/98 $544,000.00
01
8532475 39902 Thomas Mill RD 180 1 $680,000.00 40
Leesburg 20175 7 10.4 95 $100,000.00 9/1/13 2 686
2671031 Ingersoll CA 181 09 $46,700.00 8/4/98 $373,700.00
8532483 28461 Camino Dimora 01 180 1 $467,165.00 40
San Juan 92675 6 9.4 90 $46,700.00 9/1/13 2 742
2671032 Griffore MI 181 14 $10,000.00 8/10/98 $97,000.00
8532335 1604 Nightingale 02 180 1 $133,000.00 24
Dearborn 48128 6 9.275 81 $10,000.00 9/1/13 2 750
2671033 Tamburr NJ 181 14 $56,000.00 8/10/98 $171,675.00
8532343 20 Grace PL 1 02 180 1 $232,000.00 48
Piscataway 08854 6 11.4 99 $56,000.00 9/1/13 2 687
2671035 Aguilera TX 181 14 $33,990.00 7/22/98 $135,950.00
8532376 8409 Delavan AVE 01 179 1 $169,950.00 48
Austin 78717 6 9.99 100 $33,907.92 8/1/13 2 727
2671036 Gutierrez CA 181 14 $47,000.00 8/4/98 $176,250.00
2528 Brenford DR 02 180 1 $235,000.00 44
8532400
San Jose 95122 6 12.9 95 $47,000.00 9/1/13 2 661
2671037 Armeo VA 181 09 $31,300.00 7/23/98 $250,400.00
8532228 11687 Bennington Woods 01 179 1 $313,000.00 44
90
Reston 22094 7 9.15 $31,283.43 8/1/13 2 744
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671039 Edwards WA 181 14 $22,750.00 8/5/98 $100,650.00
8532277 3805 NorthEast 143rd 02 180 1 $130,000.00 39
Vancouver 98682 7 95 $22,750.00 2 683
10.775 9/1/13
2671040 Rice NV 181 09 $21,650.00 8/10/98 $173,400.00
8532285 1834 Bougainvillea DR 01 180 1 $216,830.00 30
Minden 89423 6 10.65 90 $21,650.00 9/1/13 2 781
2671041 Broussard CT 181 14 $47,700.00 7/27/98 $190,800.00
8532319 4 Deane CT 01 179 1 $238,500.00 44
Norwalk 06853 7 10.9 100 $47,682.62 8/1/13 2 718
2671042 Pell IL 181 RFC01 $15,000.00 7/20/98 $130,010.00
8532178 18611 W Sterling CT 02 179 1 $146,000.00 37
Grayslake 60030 7 12.875 100 $14,996.47 8/1/13 2 676
2671043 Rice CA 181 14 $41,500.00 8/4/98 $332,000.00
8532186 407 Woodrow AVE 01 180 1 $415,000.00 45
Santa Cruz 95060 6 9.9 90 $41,500.00 9/1/13 2 777
2671045 Ullman VA 181 09 $33,150.00 7/29/98 $177,000.00
8531519 12331 Sherborne Street 01 179 1 $221,306.00 47
Bristow 20136 7 95 $33,134.12 8/1/13 2 713
9.625
2671046 Arena VA 181 09 $30,000.00 7/16/98 $160,000.00
01
8531493 3008 Breezy Knoll Court 179 1 $200,000.00 43
Herndon 20171 7 8.625 95 $29,982.29 8/1/13 2 776
2671047 Hanley VA 181 09 $38,550.00 7/24/98 $205,600.00
8531535 6372 Cavalier Corridor 01 179 1 $257,000.00 37
Falls Church 22044 7 8.875 95 $37,132.36 8/1/13 2 793
2671052 Theimer VA 181 RFC01 $32,000.00 7/11/98 $130,000.00
8531568 3212 Aquia Drive 02 179 1 $164,000.00 37
Stafford 22554 6 10.75 99 $31,927.97 8/1/13 2 700
2671055 Arcenas MD 181 04 $21,000.00 7/17/98 $168,000.00
8534349 4550 Park Avenue North 01 179 1 $210,000.00 20
Chevy Chase 20815 7 8.25 90 $20,986.61 8/1/13 2 743
2671071 Formica MD 181 14 $27,600.00 7/28/98 $147,200.00
8531949 713 Hillsboro Drive 01 179 1 $184,000.00 33
Silver Spring 20902 7 9.375 95 $27,586.07 8/1/13 2 728
2671075 Kacvinsky VA 181 09 $44,500.00 7/29/98 $378,250.00
1096 Safa Street 01 179 1 $445,000.00 39
8532061
Herndon 20170 7 9 95 $44,475.69 8/1/13 2 721
2671076 Banda CA 181 14 $20,300.00 8/10/98 $162,400.00
8540171 934 West 6th Street 01 180 1 $203,000.00 25
90
Los Angeles 90731 7 10.125 $20,300.00 9/1/13 2 739
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671077 Smith VA 181 RFC01 $19,950.00 7/24/98 $106,400.00
8532038 43790 Laburnum Square 01 179 1 $133,000.00 25
Ashburn 20147 7 95 $19,939.38 2 778
9.125 8/1/13
2671080 Wiser VA 181 09 $68,400.00 7/31/98 $205,300.00
8532087 43381 Hyland Hills Street 01 179 1 $273,750.00 31
South Riding 20152 6 9.125 100 $68,221.27 8/1/13 2 729
2671082 Schroerlucke VA 181 09 $44,550.00 7/27/98 $237,650.00
8532111 13038 Champlain Drive 01 179 1 $299,000.00 43
Manassas 20112 7 10.625 95 $44,532.76 8/1/13 2 667
2671088 Griffin NV 181 14 $19,300.00 8/3/98 $78,300.00
8541971 181 East Chevron Street 02 180 1 $104,000.00 50
Pahrump 89048 6 10.85 94 $19,300.00 9/1/13 2 783
2671095 Thompson MD 181 09 $92,750.00 7/20/98 $278,250.00
8532160 14825 Carona Drive 01 179 1 $371,000.00 42
Silver Spring 20905 6 9.875 100 $92,523.64 8/1/13 2 769
2671112 Truong CA 181 14 $34,200.00 7/17/98 $273,600.00
8532384 12 Mayflower 01 179 1 $342,000.00 32
Irvine 92620 6 90 $34,200.00 8/1/13 2 738
9.675
2671113 Moery VA 181 14 $43,050.00 7/23/98 $229,600.00
01
8532392 7868 Midday Lane 179 1 $287,000.00 24
Alexandria 22306 7 8.625 95 $42,998.98 8/1/13 2 772
2671118 Bashista VA 181 RFC01 $23,500.00 7/24/98 $133,600.00
8532467 6712 Sunset Woods Court 01 179 1 $167,000.00 29
Burke 22015 7 9.75 95 $23,489.04 8/1/13 2 743
2671119 Muir AL 121 14 $15,800.00 8/7/98 $174,312.00
8538373 162 Gilliam Road 02 120 1 $200,000.00 44
Gurley 35748 5 10.6 96 $15,800.00 9/1/08 2 709
2671120 Viswanathan CA 181 14 $39,200.00 6/15/98 $227,150.00
8542417 2894 Bouveron Court 01 178 1 $296,000.00 39
San Jose 95148 7 9.375 90 $39,180.20 7/1/13 2 734
2671121 Dillman MD 181 09 $35,900.00 7/24/98 $191,700.00
8532939 13710 Monarch Vista Drive 01 179 1 $239,625.00 34
Germantown 20874 6 9.75 95 $35,811.38 8/1/13 2 770
2671122 Long CA 181 14 $57,600.00 7/24/98 $307,200.00
14281 Spring Vista Lane 01 179 1 $385,000.00 34
8534216
Chino Hills 91709 6 10.675 95 $57,600.00 8/1/13 2 719
2671125 Saunders VA 181 14 $32,700.00 7/24/98 $174,400.00
8532632 501 South Carlin Springs 01 179 1 $218,000.00 34
95
Arlington 22204 7 11.75 $32,690.11 8/1/13 2 642
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671127 Ray VA 181 09 $143,600.00 7/27/98 $431,000.00
8532731 8415 Cardinal Rose Court 01 179 1 $574,750.00 43
Fairfax Station 22039 7 100 $143,529.36 2 747
9.5 8/1/13
2671130 Knoll CA 181 14 $46,900.00 7/22/98 $250,000.00
8532905 1 Wanda Way 01 179 1 $313,000.00 41
Martinez 94553 7 10.75 95 $46,882.35 8/1/13 2 745
2671145 Perez-balladares VA 181 14 $33,500.00 6/12/98 $268,000.00
8533234 1862 Kirby Road 01 178 1 $335,000.00 45
McLean 22101 7 9.25 90 $33,447.49 7/1/13 2 707
2671160 Powlette VA 181 04 $22,650.00 7/23/98 $120,800.00
8533218 4670B South 36th Street 01 179 1 $151,000.00 32
Arlington 22206 7 8.875 95 $22,637.31 8/1/13 2 777
2671161 Trejo CA 181 09 $44,000.00 7/24/98 $352,000.00
8533176 12123 Salix Way 01 179 1 $440,000.00 34
San Diego 92129 6 10.05 90 $43,882.17 8/1/13 2 753
2671170 Wong CA 181 14 $36,900.00 7/24/98 $295,200.00
8533267 254 Prospect Avenue 01 179 1 $369,000.00 41
San Francisco 94110 6 90 $36,809.32 8/1/13 2 787
9.8
2671172 Weesner MD 181 14 $25,000.00 6/26/98 $177,410.00
01
8542425 3705 Jones Bridge Road 178 1 $224,900.00 33
Chevy Chase 20815 7 8.875 90 $24,787.06 7/1/13 2 780
2671202 Emig CA 181 09 $34,750.00 7/28/98 $278,000.00
8533283 7975 Camino Gato 01 179 1 $347,500.00 32
Carlsbad 92009 7 9.875 90 $34,718.29 8/1/13 2 727
2671212 Williams VA 181 04 $30,750.00 7/16/98 $164,000.00
8534356 1276 North Wayne Street 01 179 1 $205,000.00 24
Arlington 22201 7 9.75 95 $30,735.65 8/1/13 2 767
2671214 Strelow CA 181 14 $43,200.00 6/1/98 $346,100.00
8542433 801 Congo Street 01 178 1 $433,000.00 44
San Francisco 94131 7 9.375 90 $43,178.18 7/1/13 2 716
2671280 Garcia CA 181 09 $25,000.00 7/22/98 $220,800.00
8540874 4412 Smoke Tree Court 01 179 1 $276,000.00 34
Concord 94521 7 12.75 90 $25,000.00 8/1/13 2 636
2671281 Stroscio MD 181 14 $29,500.00 6/26/98 $250,750.00
13097 Murdock Mountain 01 178 1 $295,000.00 28
8542441
Myersville 21773 7 9.875 95 $29,354.59 7/1/13 2 766
2671285 Sparks MD 181 14 $47,500.00 6/29/98 $253,600.00
8542458 455 Upshire Circle 01 178 1 $317,000.00 45
95
Gaithersburg 20878 7 10.375 $47,480.61 7/1/13 2 753
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671288 Phillips VA 181 09 $74,650.00 7/29/98 $255,336.00
8533820 13425 Fifth Corps Lane 02 179 1 $330,000.00 42
Fredericksburg 22407 7 100 $74,621.90 2 686
10.75 8/1/13
2671293 Shuster VA 181 16 $21,100.00 6/19/98 $179,775.00
8542466 109 Commonwealth Avenue 01 178 1 $211,500.00 41
Alexandria 22301 7 9.875 95 $21,073.64 7/1/13 2 730
2671299 Choy CA 181 14 $13,300.00 7/22/98 $214,000.00
8533929 1439 Folkstone Avenue 01 179 1 $267,500.00 47
Hacienda Heights 91745 6 9.8 85 $13,300.00 8/1/13 2 747
2671302 Underwald MD 181 14 $37,800.00 7/15/98 $201,600.00
8533978 1409 Stratton Drive 01 179 1 $252,000.00 41
Potomac 20854 6 9.75 95 $37,706.69 8/1/13 2 776
2671306 Conklin CA 181 04 $17,355.00 8/6/98 $92,560.00
8534646 6 - A Bent Tree Court 01 180 1 $115,700.00 44
Watsonville 95076 7 10.75 95 $17,355.00 9/1/13 2 691
2671312 Nelson DC 181 16 $76,650.00 7/30/98 $408,800.00
8533960 1317 21st Street NorthWest 01 179 1 $511,000.00 43
Washington 20036 7 95 $76,614.24 8/1/13 2 765
9.75
2671313 Gordon VA 181 14 $33,750.00 7/24/98 $179,900.00
01
8537110 3813 Stuart Court 179 1 $224,900.00 24
Annandale 22003 7 9.125 95 $33,732.04 8/1/13 2 730
2671320 Berman VA 181 14 $34,850.00 7/15/98 $185,950.00
8534091 5405 Atlee Place 01 179 1 $232,500.00 39
Springfield 22151 7 9.75 95 $34,833.74 8/1/13 2 743
2671321 Fiengold CA 181 14 $49,600.00 8/13/98 $266,400.00
8540163 6010 Calvin Avenue 01 180 1 $333,000.00 43
Los Angeles 91356 7 10.675 95 $49,600.00 9/1/13 2 690
2671327 Toulan VA 181 14 $41,200.00 6/23/98 $220,000.00
8542482 26005 Talamore Drive 01 178 1 $275,000.00 35
South Riding 20152 7 10.375 95 $41,166.21 7/1/13 2 682
2671329 Mcginnis VA 181 14 $15,000.00 8/7/98 $77,591.00
8537284 220 Lakeridge DR 02 180 1 $105,000.00 32
Stephens City 22601 6 9.775 89 $15,000.00 9/1/13 2 696
2671330 Robinson CA 181 14 $41,250.00 8/6/98 $220,000.00
5014 Page Mill DR 02 180 1 $275,000.00 45
8537334
San Jose 95111 7 12.15 95 $41,250.00 9/1/13 2 673
2671331 Quin WA 181 14 $44,000.00 8/7/98 $226,000.00
8537367 11220 NorthEast 59th Place 02 180 1 $300,000.00 18
90
Kirkland 98033 7 11.025 $44,000.00 9/1/13 2 656
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671334 Luna CA 181 14 $15,800.00 8/4/98 $149,111.00
8535304 1627 Voorhees CIR 02 180 1 $165,000.00 48
Saint Helena 94574 7 100 $15,800.00 2 684
10.525 9/1/13
2671336 Cron OR 181 14 $35,000.00 8/4/98 $105,000.00
8537169 225 Wedgewood DR 02 180 1 $140,000.00 35
Eugene 97404 6 10.775 100 $35,000.00 9/1/13 2 689
2671339 Short CA 181 09 $54,450.00 8/11/98 $272,250.00
8537268 840 Via Gregorio 01 180 1 $363,000.00 45
San Dimas 91773 6 10.9 90 $54,450.00 9/1/13 2 691
2671345 Empleo CA 181 14 $30,000.00 8/3/98 $187,615.00
8537144 4857 Georgia ST 02 180 1 $285,000.00 44
Vallejo 94591 6 10.025 77 $30,000.00 9/1/13 2 720
2671349 Zemede CA 181 14 $25,000.00 8/3/98 $340,000.00
8536955 5661 Crow LN 02 180 1 $470,000.00 40
San Jose 95123 6 10.525 78 $25,000.00 9/1/13 2 650
2671354 Buckley VA 181 14 $53,400.00 8/7/98 $92,531.00
8536823 4817 Westhill DR 02 180 1 $168,000.00 44
Roanoke 24018 6 87 $53,400.00 9/1/13 2 688
11.775
2671356 Stocki CA 181 09 $34,000.00 8/5/98 $188,000.00
02
8536856 1741 Chaps CT 180 1 $235,000.00 42
Simi Valley 93063 6 9.525 95 $34,000.00 9/1/13 2 770
2671359 Graben AL 181 14 $38,000.00 8/7/98 $152,000.00
8536666 3731 Broad ST 02 180 1 $190,000.00 44
Phil Campbell 35581 6 11.275 100 $38,000.00 9/1/13 2 715
2671367 Buzzy VA 181 09 $84,000.00 7/10/98 $196,000.00
8534281 13304 Green Mallard Court 01 179 1 $280,000.00 42
Centreville 20124 6 10 100 $83,797.33 8/1/13 2 782
2671372 Weber CA 181 14 $31,000.00 7/22/98 $248,000.00
8534554 13881 Claremont Street 01 179 1 $310,000.00 35
Westminster 92683 6 9.43 90 $30,921.21 8/1/13 2 762
2671379 Thomas NJ 181 14 $44,700.00 6/29/98 $223,840.00
8542490 1 Dahn Drive 01 178 1 $298,465.00 30
Sparta 07848 7 9.375 90 $44,654.68 7/1/13 2 776
2671380 Laplaca NJ 181 14 $29,700.00 8/11/98 $145,299.00
7 Colonial DR 02 180 1 $175,000.00 51
8537516
Old Bridge 08857 7 12.4 100 $29,700.00 9/1/13 2 680
2671381 Thomas AL 181 14 $30,000.00 8/11/98 $172,588.00
8537896 109 Steele ST 02 180 1 $217,900.00 33
93
Huntsville 35801 6 10.275 $30,000.00 9/1/13 2 706
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671384 Nanez TX 181 15 $19,000.00 8/17/98 $76,000.00
8538035 1020 Kampmann 01 180 1 $95,000.00 35
San Antonio 78212 6 100 $19,000.00 2 709
9.99 9/1/13
2671385 Dollar GA 181 RFC01 $26,000.00 8/17/98 $103,600.00
8537995 3689 W Bay ST 01 180 1 $130,000.00 36
Duluth 30096 7 11.15 100 $26,000.00 9/1/13 2 726
2671386 Nava CA 181 14 $48,000.00 8/11/98 $256,000.00
8537839 856 N Doheny DR 01 180 1 $320,000.00 45
West Hollywood 90069 6 9.775 95 $48,000.00 9/1/13 2 800
2671387 Delay KS 181 09 $44,000.00 8/10/98 $101,000.00
8537847 822 N Arroyo DR 02 180 1 $145,000.00 25
Olathe 66061 6 10.775 100 $44,000.00 9/1/13 2 710
2671391 Young MI 181 14 $16,250.00 8/11/98 $74,000.00
8537599 5557 Powell Highway 02 180 1 $95,000.00 49
Ionia 48846 6 11.275 95 $16,250.00 9/1/13 2 741
2671392 Stewig CA 181 04 $25,000.00 8/6/98 $133,500.00
8538910 791 N Fair Oaks AVE 6 02 180 1 $169,000.00 44
Sunnyvale 94086 7 94 $25,000.00 9/1/13 2 710
10.775
2671394 Mccarron CA 181 14 $40,000.00 8/7/98 $160,000.00
02
8537771 1827 Ceres WAY 180 1 $200,000.00 39
Sacramento 95864 6 11.025 100 $40,000.00 9/1/13 2 702
2671395 Wooten VA 181 RFC01 $23,100.00 8/12/98 $124,000.00
8537789 6116 Pond Lilly CT 02 180 1 $155,000.00 40
Burke 22015 7 10.775 95 $23,100.00 9/1/13 2 683
2671396 Boutilier MT 181 14 $32,400.00 8/11/98 $111,968.00
8537441 15 Green Ridge LN 02 180 1 $152,000.00 31
Great Falls 59405 6 12.275 95 $32,400.00 9/1/13 2 665
2671397 Lew CA 181 09 $63,000.00 8/11/98 $283,000.00
8537458 18805 E Ashley PL 02 180 1 $370,000.00 45
Rowland Heights 91748 7 11.775 94 $63,000.00 9/1/13 2 686
2671400 Saxton CA 181 14 $33,500.00 8/7/98 $268,000.00
8537565 5650 Brushton ST 02 180 1 $335,000.00 46
Los Angeles 90008 7 11.775 90 $33,500.00 9/1/13 2 678
2671403 Cartwright VA 181 RFC01 $22,000.00 8/12/98 $72,850.00
145 Birdwood CT 02 180 1 $98,000.00 20
8534844
Charlottesville 22903 6 10.275 97 $22,000.00 9/1/13 2 750
2671404 Lehman MO 181 14 $10,000.00 7/24/98 $37,400.00
8537417 3813 W Arylawn 01 179 1 $51,000.00 43
93
St. Joseph 64503 6 9.775 $9,975.37 8/1/13 2 719
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671405 Borenstein CA 181 RFC01 $37,500.00 8/4/98 $200,000.00
8537425 24335 Park PL 02 180 1 $250,000.00 45
Laguna Niguel 92677 6 95 $37,500.00 2 684
10.775 9/1/13
2671406 Davis OR 181 14 $25,000.00 8/7/98 $143,000.00
8534778 14160 SouthEast Wilkenson 02 180 1 $190,000.00 38
Milwaukie 97267 6 10.9 89 $25,000.00 9/1/13 2 649
2671407 Gibbons MI 181 14 $24,000.00 8/11/98 $96,000.00
8534786 2550 Hollister RD 02 180 1 $125,000.00 42
Ovid 48866 6 11.275 96 $24,000.00 9/1/13 2 682
2671412 Medina CA 181 14 $26,300.00 8/7/98 $120,000.00
8534752 1927 W Durness ST 02 180 1 $154,000.00 44
West Covina 91790 6 13.025 95 $26,300.00 9/1/13 2 669
2671418 Workman DC 181 16 $50,250.00 7/27/98 $268,000.00
8534414 1527 P Street NorthWest 01 179 1 $335,000.00 48
Washington 20005 7 10.75 95 $50,231.09 8/1/13 2 680
2671419 Webster III MD 181 09 $45,000.00 7/21/98 $292,000.00
8534323 2859 Abbey Manor Circle 01 179 1 $365,000.00 34
Brookeville 20833 7 93 $44,980.09 8/1/13 2 752
10
2671420 Testa CA 181 14 $28,000.00 6/24/98 $368,000.00
01
8542383 3863 Berry Court 178 1 $460,000.00 31
Los Angeles 91604 6 9.375 87 $27,928.47 7/1/13 2 771
2671424 Hibbard VA 181 04 $22,650.00 8/5/98 $120,750.00
8534398 4711 29th Street South 01 180 1 $150,950.00 49
Arlington 22206 7 9.75 95 $22,650.00 9/1/13 2 711
2671425 Warren VA 181 14 $31,500.00 7/30/98 $167,900.00
8534331 3801 Ridge Road 01 179 1 $209,900.00 25
Annandale 22003 6 8.625 95 $31,413.90 8/1/13 2 782
2671426 Stephenson DC 181 04 $70,300.00 6/19/98 $375,200.00
8542508 2527 K Street NorthWest 01 178 1 $469,000.00 28
Washington 20037 7 10.875 95 $70,274.24 7/1/13 2 776
2671430 Winstanley VA 181 09 $56,250.00 7/10/98 $300,000.00
8534315 1058 Harriman Street 01 179 1 $375,000.00 43
Great Falls 22066 7 9.75 95 $56,223.76 8/1/13 2 738
2671432 Borkert MD 181 14 $21,900.00 6/17/98 $175,900.00
18346 Dutchess Drive 01 178 1 $219,950.00 47
8542516
Olney 20832 7 9.375 90 $21,888.93 7/1/13 2 764
2671433 Zenchiel DC 181 14 $43,950.00 7/31/98 $234,400.00
8534299 3126 Birch Street 01 179 1 $293,000.00 36
95
Washington 20015 7 9.75 $43,929.49 8/1/13 2 764
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671434 Shealy VA 181 09 $33,375.00 7/29/98 $178,000.00
8534273 5409 Gladewright Drive 01 179 1 $222,500.00 34
Centreville 20120 7 95 $33,355.29 2 777
8.625 8/1/13
2671437 Steiner DC 181 RFC01 $26,600.00 6/12/98 $213,200.00
8542524 5310 Connecticut Avenue 01 178 1 $266,500.00 19
Washington 20015 7 9.375 90 $26,586.56 7/1/13 2 777
2671438 West CA 180 14 $32,700.00 6/1/98 $261,600.00
8542532 3366 Ensenada Drive 01 177 1 $327,000.00 26
San Ramon 94583 7 10.99 90 $32,676.51 6/1/13 2 770
2671442 Dholakia CA 181 09 $23,200.00 7/20/98 $185,600.00
8534927 2030 Tanforan Avenue 01 179 1 $232,000.00 26
Placentia 92870 6 8.9 90 $23,200.00 8/1/13 2 741
2671444 Smith MD 181 09 $32,000.00 6/18/98 $227,150.00
8542540 6 Paramus Court 01 178 1 $288,000.00 28
North Potomac 20878 7 9.375 90 $31,983.84 7/1/13 2 729
2671455 Spaulding VA 181 09 $87,000.00 7/24/98 $203,000.00
8534489 4639 Latrobe Place 01 179 1 $290,034.00 23
Alexandria 22311 6 100 $86,794.86 8/1/13 2 709
10.25
2671456 Lie-a-tjam CA 181 14 $19,500.00 6/17/98 $156,000.00
01
8542557 11103 Couchlight Court 178 1 $192,525.00 45
Bakersfield 93312 7 9.375 92 $19,490.14 7/1/13 2 720
2671457 Zargham MD 181 RFC01 $83,600.00 7/15/98 $250,850.00
8534679 10902 Bloomingdale Drive 01 179 1 $334,500.00 40
Rockville 20852 7 11 100 $83,570.19 8/1/13 2 693
2671461 Serra CT 181 14 $22,000.00 6/12/98 $176,000.00
8542565 7 Laurel Road 01 178 1 $220,000.00 34
Newton 06482 7 9.375 90 $21,977.71 7/1/13 2 764
2671465 Schroeder DC 181 04 $10,000.00 7/22/98 $107,350.00
8534521 1803 T Street NorthWest 01 179 1 $134,200.00 21
Washington 20009 6 9.125 88 $9,973.87 8/1/13 2 782
2671468 Ricketts MD 181 14 $16,400.00 6/19/98 $140,150.00
8542573 3602-A Green Valley Road 01 178 1 $165,000.00 32
Ijamsville 21754 7 10.375 95 $16,193.30 7/1/13 2 778
2671469 Savage VA 181 09 $35,400.00 7/30/98 $188,800.00
2516 Freetown Drive 01 179 1 $236,000.00 32
8534661
Reston 20191 7 9 95 $35,380.66 8/1/13 2 746
2671470 Bates CA 181 14 $28,500.00 6/23/98 $227,150.00
8542581 221 Pestana Avenue 01 178 1 $285,000.00 41
90
Santa Cruz 95065 7 9.375 $28,422.66 7/1/13 2 693
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671474 Rushefski CT 181 14 $18,200.00 6/8/98 $146,000.00
8542599 4 Lincoln Road 01 178 1 $182,500.00 41
Newtown 06470 7 90 $18,190.81 2 748
9.375 7/1/13
2671475 Reefe MD 181 14 $28,200.00 7/20/98 $178,400.00
8534745 9524 Bridgewater Court 01 179 1 $223,000.00 40
Frederick 21701 6 9.75 93 $28,130.39 8/1/13 2 747
2671478 Daquigan CA 181 14 $26,000.00 6/3/98 $212,500.00
8542615 2914 Fallwood Lane 01 178 1 $265,000.00 40
San Jose 95132 7 9.875 90 $25,988.18 7/1/13 2 724
2671479 Schulze CA 181 09 $40,000.00 6/10/98 $213,600.00
8542607 220 Mountaire Circle 01 178 1 $267,000.00 32
Clayton 94517 7 10.375 95 $39,983.66 7/1/13 2 780
2671480 Salama VA 181 14 $51,050.00 7/17/98 $272,500.00
8534828 4700 Montgomery Street 01 179 1 $340,625.00 28
Annandale 22003 6 8.875 95 $50,913.57 8/1/13 2 755
2671483 Knight VA 181 RFC01 $20,450.00 7/30/98 $109,200.00
8534893 6986 Village Stream Place 01 179 1 $136,513.00 42
Gainesville 20155 6 95 $20,398.36 8/1/13 2 766
9.5
2671484 Rashidi CA 181 09 $47,700.00 7/2/98 $367,500.00
01
8542623 5603 Highcrest Court 179 1 $477,000.00 42
Pleasanton 94588 7 9.375 88 $47,675.91 8/1/13 2 705
2671486 Balsara MD 181 14 $19,300.00 6/30/98 $328,300.00
8542631 6625 Rising Waves Way 01 178 1 $386,274.00 33
Colombia 21044 7 8.375 90 $19,288.00 7/1/13 2 719
2671488 Snipes DC 181 04 $34,200.00 7/30/98 $182,800.00
8534919 1520 O Street NorthWest 01 179 1 $228,610.00 26
Washington 20005 7 9.75 95 $34,184.05 8/1/13 2 738
2671492 Sponsler VA 181 RFC01 $41,700.00 7/29/98 $222,400.00
8534943 1210 Dartmouth Road 01 179 1 $278,000.00 47
Alexandria 22314 7 9.25 95 $41,678.38 8/1/13 2 773
2671708 Howes CA 181 14 $41,250.00 7/22/98 $216,000.00
8535205 2 Cragmont Court 01 179 1 $275,000.00 43
Pacifica 94044 6 11.875 94 $41,158.20 8/1/13 2 653
2671747 Barclay MD 181 14 $38,700.00 6/22/98 $206,450.00
7601 Garrison Court 01 178 1 $258,112.00 36
8542649
Severn 21144 7 10.375 95 $38,684.20 7/1/13 2 675
2671748 Bobbish MD 181 14 $30,300.00 6/30/98 $242,400.00
8542656 9404 Seven Locks Road 01 178 1 $303,000.00 21
90
Bethesda 20817 7 9.375 $30,284.70 7/1/13 2 729
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671749 Caruso NJ 181 14 $12,000.00 6/22/98 $188,000.00
8542664 58 Helen Drive 01 178 1 $235,000.00 45
Fanwood 07023 7 86 $11,993.94 2 701
9.375 7/1/13
2671750 Chapman CA 181 14 $36,000.00 6/23/98 $227,150.00
8542672 757 Shary Avenue 01 178 1 $440,000.00 35
Mountain View 94041 7 9.375 60 $35,881.82 7/1/13 2 792
2671751 Cayot CA 181 14 $49,000.00 6/22/98 $392,000.00
8542680 220 Alta Drive 01 178 1 $490,000.00 43
La Selva Beach 95076 7 9.375 90 $48,975.25 7/1/13 2 745
2671753 Brinker CA 181 14 $13,000.00 6/12/98 $116,000.00
8542698 67 Riesling Court 01 178 1 $145,000.00 44
Oakley 94561 7 9.375 89 $12,993.43 7/1/13 2 748
2671755 Casey CA 181 09 $33,500.00 6/17/98 $268,000.00
8542706 2033 Trinity Street 01 178 1 $335,000.00 38
San Mateo 94403 7 9.375 90 $33,483.08 7/1/13 2 724
2671788 Raymond VA 181 14 $40,650.00 7/28/98 $216,800.00
8535262 37531 Chappelle Road 01 179 1 $271,000.00 39
Purcellville 22132 7 95 $40,626.00 8/1/13 2 762
8.625
2671791 Petrole MD 181 09 $62,000.00 7/31/98 $336,950.00
01
8535320 3815 Park Lake Drive 179 1 $421,245.00 44
Rockville 20853 7 10 95 $61,972.58 8/1/13 2 731
2671792 Hirschman MD 180 14 $48,750.00 7/9/98 $260,000.00
8536641 11524 Paramus Drive 01 178 1 $325,000.00 41
North Potomac 20878 7 9.375 95 $48,700.57 7/1/13 2 755
2671795 Pardew VA 181 09 $73,400.00 7/30/98 $391,600.00
8535833 10131 Homar Pond Drive 01 179 1 $489,500.00 37
Fairfax Station 22039 6 8.75 95 $73,201.61 8/1/13 2 764
2671796 Speer CA 181 09 $51,000.00 7/28/98 $272,000.00
8540908 13742 Butano Way 01 179 1 $340,000.00 41
San Diego 92129 6 10.05 95 $51,000.00 8/1/13 2 758
2671797 Stephenson MD 181 09 $51,000.00 7/29/98 $272,200.00
8536773 6819 Roslyn Court 01 179 1 $340,490.00 45
Columbia 21044 7 9.875 95 $50,976.83 8/1/13 2 734
2671798 Harte VA 181 14 $20,000.00 7/31/98 $106,750.00
2413 Sanford Street 01 179 1 $133,463.00 27
8536542
Alexandria 22301 6 9.125 95 $19,947.74 8/1/13 2 707
2671801 Galvin VA 181 14 $32,100.00 7/31/98 $171,200.00
8536658 937 Lebanon Street 01 179 1 $214,000.00 30
95
North Arlington 22205 7 9.75 $32,085.02 8/1/13 2 732
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671804 Kelly MD 181 09 $41,850.00 7/23/98 $223,300.00
8536708 17300 Autumn Harvest Court 01 179 1 $279,150.00 41
Germantown 20874 7 95 $41,830.47 2 745
9.75 8/1/13
2671806 Holliday MD 181 14 $69,600.00 7/27/98 $162,400.00
8537045 12425 Triple Crown Road 01 179 1 $232,000.00 38
North Potomac 20878 7 10 100 $69,569.21 8/1/13 2 691
2671808 Kane VA 181 14 $40,650.00 7/17/98 $216,800.00
8536740 4320 Holly Oak Court 01 179 1 $271,000.00 48
Woodbridge 22192 6 9.375 95 $40,546.16 8/1/13 2 688
2671812 Cogley CA 181 14 $16,700.00 6/26/98 $268,000.00
8542714 8 Highpoint 01 178 1 $335,000.00 46
Aliso Viejo 92656 7 9.375 85 $16,691.56 7/1/13 2 742
2671813 Stewart MD 181 14 $27,600.00 7/31/98 $147,200.00
8539025 9516 Pin Oak Drive 01 179 1 $184,000.00 31
Silver Spring 20910 7 8.625 95 $27,583.71 8/1/13 2 775
2671815 Preston VA 181 09 $36,000.00 7/15/98 $192,000.00
8539264 5904 Carters Oak Court 01 179 1 $240,000.00 48
Burke 22015 6 95 $35,903.79 8/1/13 2 722
8.875
2671820 Stover VA 181 14 $37,800.00 7/17/98 $201,600.00
01
8536807 1721 Linwood Place 179 1 $252,000.00 33
McLean 22101 7 9 95 $37,779.35 8/1/13 2 718
2671826 Stolove MD 181 14 $33,000.00 7/24/98 $176,000.00
8536864 4910 Butternut Drive 01 179 1 $220,000.00 34
Rockville 20853 7 9.5 95 $32,983.77 8/1/13 2 766
2671828 Collins MD 181 RFC01 $26,800.00 6/19/98 $143,200.00
8542722 44 Rockcrest Circle 01 178 1 $179,000.00 28
Rockville 20851 7 10.375 95 $26,789.06 7/1/13 2 746
2671832 Browar MD 181 09 $14,850.00 7/29/98 $180,800.00
8536948 21303 Village Green Circle 01 179 1 $212,717.00 26
Germantown 20876 6 9.05 92 $14,810.92 8/1/13 2 724
2671833 Tay MD 180 09 $46,500.00 8/3/98 $248,000.00
8536930 18208 Wickham Road 01 179 1 $310,000.00 27
Olney 20832 7 8.875 95 $46,473.94 8/1/13 2 761
2671842 Townsend VA 181 14 $37,350.00 7/29/98 $199,200.00
625 North Emerson Street 01 179 1 $249,000.00 34
8536971
Arlington 22203 7 9.75 95 $37,332.58 8/1/13 2 746
2671844 Trousdell VA 181 14 $41,550.00 7/23/98 $221,600.00
8536989 846 North Jefferson Street 01 179 1 $277,000.00 42
95
Arlington 22205 6 8.875 $41,438.96 8/1/13 2 684
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671845 Burton MD 181 RFC01 $17,000.00 7/31/98 $144,700.00
8537763 7401 Shrewsbury Court 01 179 1 $170,269.00 35
Bellsville 20705 6 95 $16,955.27 2 757
9.05 8/1/13
2671847 Turco VA 181 14 $39,000.00 7/28/98 $208,000.00
8537037 6321 36th Street North 01 179 1 $260,000.00 41
Arlington 22213 7 9.75 95 $38,981.81 8/1/13 2 765
2671853 Harris MD 181 09 $33,450.00 8/18/98 $267,900.00
8537946 12511 Woodbridge CT 01 180 1 $334,890.00 47
Mitchellville 20721 7 9.65 90 $33,450.00 9/1/13 2 732
2671856 Daniels OH 181 14 $32,700.00 8/18/98 $130,800.00
8539439 2011 Clearstream WAY 01 180 1 $163,500.00 42
Clayton 45315 7 10.4 100 $32,700.00 9/1/13 2 725
2671858 Hedden AL 181 14 $39,500.00 8/13/98 $135,476.00
8539728 165 Greenlawn DR 02 180 1 $190,000.00 32
Merridianville 35749 6 10.9 93 $39,500.00 9/1/13 2 688
2671859 Fonseca FL 181 RFC01 $14,250.00 8/13/98 $76,000.00
8539736 4633 SW 136 PL 02 180 1 $95,000.00 31
Miami 33175 6 95 $14,250.00 9/1/13 2 713
10.775
2671861 Hailey TN 181 14 $29,600.00 8/13/98 $110,309.00
02
8539785 2725 Sharondale CT 180 1 $140,000.00 50
Nashville 37215 7 11.775 100 $29,600.00 9/1/13 2 722
2671864 Haug NJ 181 04 $16,400.00 8/18/98 $65,600.00
8539934 11 Village WAY A6 01 180 1 $82,000.00 35
Vernon 07462 6 11.175 100 $16,400.00 9/1/13 2 751
2671867 Johnson CA 181 14 $50,000.00 8/7/98 $158,167.00
8539686 800 Somme 02 180 1 $235,000.00 38
Hollister 95023 6 9.525 89 $50,000.00 9/1/13 2 752
2671870 Scurry CA 181 RFC01 $37,050.00 8/5/98 $197,600.00
8539363 1455 Woodgrove Square 01 180 1 $247,000.00 40
San Jose 95117 6 11.4 95 $37,050.00 9/1/13 2 649
2671871 Alexander CO 181 14 $32,500.00 8/18/98 $260,000.00
8539371 101 County Road 2 01 180 1 $325,000.00 36
Montrose 81401 6 10.4 90 $32,500.00 9/1/13 2 797
2671872 Misa CA 181 09 $42,750.00 8/10/98 $228,000.00
15105 E Matisse CIR 02 180 1 $286,000.00 27
8539207
La Mirada 90638 6 10.775 95 $42,750.00 9/1/13 2 713
2671873 Wennmacher IL 181 14 $13,700.00 8/13/98 $109,600.00
8539231 1211 Everett AVE 02 180 1 $137,000.00 44
90
Belvidere 61008 6 13.275 $13,700.00 9/1/13 2 639
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671875 Goheen NV 181 14 $20,000.00 8/12/98 $101,250.00
8539298 1427 Langley DR 02 180 1 $135,000.00 39
Gardnerville 89410 7 90 $20,000.00 2 625
12.525 9/1/13
2671878 Sanchez CA 181 14 $20,250.00 8/4/98 $108,000.00
8538134 1921 Beringer WAY 02 180 1 $135,000.00 42
Oakley 94561 6 10.025 95 $20,250.00 9/1/13 2 681
2671879 Appelbaum NJ 181 04 $33,000.00 8/13/98 $176,000.00
8539959 5 Castle Ridge DR 02 180 1 $220,000.00 40
East Hanover 07936 6 10.15 95 $33,000.00 9/1/13 2 755
2671881 Sangster CA 181 09 $38,950.00 8/7/98 $311,900.00
8538241 73 W Boulder Creek RD 01 180 1 $389,897.00 43
Simi Valley 93065 7 10.025 90 $38,950.00 9/1/13 2 682
2671885 Gangwere CA 182 RFC01 $32,700.00 7/20/98 $174,400.00
8538076 5239 Macaw WAY 01 180 1 $218,000.00 32
San Jose 95123 7 10.15 95 $32,700.00 9/1/13 2 778
2671887 Hood VA 181 14 $23,350.00 7/30/98 $124,720.00
8537342 4303 Pleasant Valley Road 01 179 1 $155,900.00 44
Chantilly 20151 7 95 $22,323.27 8/1/13 2 691
9.5
2671888 Cutrer CA 181 14 $37,000.00 6/10/98 $296,000.00
01
8542391 34282 Dunhill Drive 178 1 $370,000.00 34
Fremont 94555 6 9.375 90 $36,905.48 7/1/13 2 687
2671891 Chamberlain MD 181 14 $50,000.00 7/27/98 $145,000.00
8537193 6080 Biggs Farm Place 01 179 1 $350,000.00 28
Laplata 20646 6 10.75 56 $50,000.00 8/1/13 2 680
2671892 Green MD 181 09 $81,250.00 7/15/98 $243,750.00
8537151 709 Brandon Green Drive 01 179 1 $325,000.00 36
Silver Spring 20904 7 10.75 100 $81,219.41 8/1/13 2 704
2671902 Gaiteri VA 181 09 $48,750.00 7/17/98 $260,100.00
8538399 25971 Sarazen Drive 01 179 1 $325,125.00 26
Riding 20152 7 10.625 95 $48,731.14 8/1/13 2 649
2671903 Haury PA 181 14 $18,500.00 7/31/98 $314,500.00
8537409 218 Rutgers Avenue 01 179 1 $381,150.00 38
Swarthmore 19081 6 9.05 88 $18,451.33 8/1/13 2 744
2671908 Daria CT 181 14 $38,200.00 6/22/98 $191,250.00
23 Jeremiah Road 01 178 1 $255,000.00 44
8542730
Newtown 06482 7 9.625 90 $38,156.40 7/1/13 2 742
2671910 Fulkerson VA 181 14 $27,500.00 7/17/98 $162,400.00
8537375 2805 Pepperwood Court 01 179 1 $203,000.00 42
94
Vienna 22181 7 10.25 $27,488.47 8/1/13 2 704
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671911 Sherwood UT 181 14 $46,500.00 7/27/98 $61,976.00
8537466 424 Deseret Avenue 02 179 1 $118,000.00 42
Tooele 84047 6 92 $46,392.87 2 694
10.5 8/1/13
2671916 Nguyen CA 181 14 $37,300.00 7/28/98 $189,700.00
8537581 3045 Roxbury Avenue 01 179 1 $253,000.00 41
Oakland 94605 7 10.875 90 $37,275.59 8/1/13 2 731
2671919 Early VA 181 04 $14,000.00 7/24/98 $112,000.00
8537482 3329 South Stafford Street 01 179 1 $140,000.00 25
Arlington 22206 7 9.25 90 $13,992.75 8/1/13 2 779
2671921 Frank MD 181 09 $24,500.00 6/23/98 $196,000.00
8537508 12212 Milestone Manor Lane 01 178 1 $245,000.00 37
Germantown 20876 7 9.25 90 $24,448.59 7/1/13 2 676
2671922 Denton CA 181 RFC01 $19,400.00 6/22/98 $155,600.00
8542748 2608 Shadow Mountain Drive 01 178 1 $194,500.00 25
San Ramon 94583 7 9.375 90 $19,351.56 7/1/13 2 702
2671926 Olson VA 180 14 $16,000.00 7/1/98 $239,644.00
8537573 7226 Tanager Street 02 178 1 $286,000.00 49
Springfield 22150 6 90 $15,919.79 7/1/13 2 722
9.625
2671928 Fiels MD 181 09 $31,950.00 7/10/98 $170,400.00
01
8537607 458 Bostwick Lane 179 1 $213,000.00 39
Gaithersburg 20878 7 10.25 95 $31,936.61 8/1/13 2 757
2671952 Evans, Jr. MD 181 14 $39,000.00 7/31/98 $208,000.00
8537722 9700 Overview Court 01 179 1 $260,000.00 42
Washington 20744 7 10.25 95 $38,983.64 8/1/13 2 719
2671953 McIntyre MD 181 14 $19,200.00 7/16/98 $163,200.00
8537755 353 Marba Road 01 179 1 $192,000.00 24
Severna Park 21146 7 9.25 95 $19,190.04 8/1/13 2 742
2671955 Lai CA 181 14 $40,500.00 6/2/98 $202,500.00
8542755 3381 Victor Avenue 01 178 1 $270,000.00 37
Oakland 94602 7 9.375 90 $40,429.55 7/1/13 2 698
2671956 Brown VA 181 14 $37,500.00 7/9/98 $200,000.00
8537813 2852 Woodland Avenue 01 179 1 $250,001.00 45
Falls Church 22042 7 9.125 95 $37,480.05 8/1/13 2 730
2671958 Emerson MD 181 14 $25,000.00 6/16/98 $189,200.00
9618 Singleton Drive 01 178 1 $238,000.00 24
8542763
Bethesda 20817 7 8.625 90 $24,931.67 7/1/13 2 754
2671961 Atkins AL 122 14 $20,750.00 7/29/98 $278,589.00
8542169 3201 Brook Highland Trace 02 120 1 $350,000.00 43
86
Birmingham 35243 5 10 $20,648.71 9/1/08 2 707
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2671964 O'Neill DC 181 16 $73,950.00 7/15/98 $394,400.00
8537888 1625 R Street NorthWest 01 179 1 $493,000.00 47
Washington 20009 7 95 $73,918.99 2 720
10.25 8/1/13
2671968 Hall MD 181 09 $74,950.00 7/23/98 $399,800.00
8537938 7917 Windsor Knoll Lane 01 179 1 $499,790.00 31
Laytonsville 20882 7 9 95 $74,909.07 8/1/13 2 777
2671972 Schar MD 181 RFC01 $15,650.00 7/31/98 $133,250.00
8537953 7403 Shrewsbury Court 01 179 1 $156,778.00 35
Beltsville 20705 7 9.25 95 $15,641.89 8/1/13 2 741
2671976 Nivens VA 181 09 $87,000.00 7/24/98 $203,000.00
8537920 5664 Lonesome Dove Court 01 179 1 $290,000.00 39
Clifton 20124 7 9.125 100 $86,953.70 8/1/13 2 768
2671983 Brown VA 181 14 $39,750.00 7/27/98 $212,000.00
8538084 700 South Overlook Drive 01 179 1 $265,000.00 30
Alexandria 22305 7 9.75 95 $38,255.84 8/1/13 2 709
2671984 Rowden CA 181 09 $40,800.00 7/23/98 $217,600.00
8538217 21781 Herencia 01 179 1 $272,000.00 44
Mission Viejo 92692 6 95 $40,700.43 8/1/13 2 735
9.875
2671986 Mosquera MD 181 RFC01 $16,750.00 5/22/98 $134,000.00
01
8538100 28 Steeple Court 177 1 $167,500.00 40
Germantown 20874 7 9.125 90 $16,713.94 6/1/13 2 784
2671990 Lee VA 181 09 $37,000.00 6/29/98 $296,550.00
8542771 43399 Turnberry Isle Court 01 178 1 $370,715.00 47
Leesburg 20176 7 8.875 90 $36,979.26 7/1/13 2 699
2671995 Moholland VA 181 04 $10,000.00 7/27/98 $56,400.00
8538209 1060 Gardenview Loop 01 179 1 $73,820.00 4
Woodbridge 22191 6 9.125 90 $9,973.87 8/1/13 2 748
2672004 Johnson VA 181 09 $35,250.00 7/17/98 $188,000.00
8538274 11693 Stockbridge Lane 01 179 1 $235,000.00 21
Reston 20194 7 8.625 95 $35,229.19 8/1/13 2 770
2672007 Lewis VA 181 14 $40,000.00 7/31/98 $340,000.00
8538308 8203 Lazy Point Lane 01 179 1 $400,000.00 47
Lorton 22079 7 9.25 95 $39,979.25 8/1/13 2 776
2672009 Mittelstadt VA 181 14 $25,200.00 7/20/98 $134,400.00
4619 5th Street 01 179 1 $168,000.00 35
8538290
Arlington 22204 7 9.75 95 $25,188.24 8/1/13 2 780
2672019 Finkhauser MD 181 RFC01 $15,400.00 6/24/98 $124,800.00
8542789 13514 Giant Court 01 178 1 $156,000.00 42
90
Germantown 20874 7 9.375 $15,392.22 7/1/13 2 689
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672020 Henkin MD 181 09 $24,900.00 7/31/98 $132,950.00
8538407 605 Winesap Court 01 179 1 $166,200.00 45
Joppa 21085 7 95 $24,890.11 2 681
10.5 8/1/13
2672021 Rodriguez CA 181 14 $20,400.00 8/3/98 $295,600.00
8538365 345 Ingram Court 01 180 1 $369,500.00 44
San Jose 95139 7 11.875 86 $20,400.00 9/1/13 2 653
2672023 Schaefer CA 181 14 $46,500.00 8/1/98 $248,000.00
8539470 5028 Ramsdell Avenue 01 180 1 $310,000.00 30
La Crescenta Area 91214 7 10.125 95 $46,500.00 9/1/13 2 793
2672025 Adams CA 181 14 $25,000.00 8/3/98 $120,000.00
8538571 1328 Morrison Drive 02 180 1 $163,000.00 35
Redlands 92373 6 11 89 $25,000.00 9/1/13 2 690
2672028 Sackett IN 181 09 $22,000.00 7/31/98 $187,000.00
8539124 10429 Watkins 01 179 1 $220,000.00 24
Plainfield 46168 6 10.62 95 $22,000.00 8/1/13 2 741
2672030 Avanzino CA 181 14 $25,000.00 8/1/98 $236,000.00
8538720 450 Canyon Vista Drive 02 180 1 $295,000.00 20
Los Angeles 90065 6 89 $25,000.00 9/1/13 2 750
10.25
2672040 Carroll MD 181 09 $43,900.00 7/30/98 $234,200.00
01
8538506 4656 Huntley Drive 179 1 $292,750.00 33
Ellicott City 21043 7 9.75 95 $43,879.52 8/1/13 2 767
2672055 Narro CA 181 14 $31,350.00 8/4/98 $167,200.00
8538522 9 Rolling Ridge Drive 01 180 1 $209,000.00 43
Pomona 91766 7 10.625 95 $31,350.00 9/1/13 2 705
2672058 Gottwald CA 181 14 $44,000.00 8/4/98 $195,000.00
8538654 1475 Trenora Street 01 180 1 $270,000.00 29
Carpinteria 93013 6 10.175 89 $44,000.00 9/1/13 2 689
2672061 Lee VA 181 09 $94,100.00 7/23/98 $219,650.00
8538563 20672 Fairwater Place 01 179 1 $313,800.00 42
Sterling 20164 7 9.625 100 $94,054.92 8/1/13 2 741
2672077 Brucher VA 181 14 $79,850.00 7/9/98 $186,350.00
8539157 4912 Gloxinia Court 01 179 1 $266,250.00 32
Annandal 22003 7 10.75 100 $79,819.94 8/1/13 2 706
2672083 Fredericks CT 181 14 $27,500.00 6/2/98 $220,000.00
132 Overshores Drive East 01 178 1 $275,000.00 42
8542805
Madison 06443 7 9.375 90 $27,472.10 7/1/13 2 720
2672085 Lee VA 181 16 $59,200.00 6/15/98 $316,000.00
8542797 418 Princess Street 01 178 1 $395,000.00 46
95
Alexandria 22314 7 10.375 $59,175.82 7/1/13 2 769
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672089 Eddy CA 181 14 $55,000.00 8/5/98 $500,000.00
8538761 3917 Antone Road 01 180 1 $650,000.00 36
Santa Barbara 93110 6 86 $55,000.00 2 762
9.675 9/1/13
2672098 Lee CA 181 14 $32,500.00 6/23/98 $260,000.00
8542813 409 Calado Avenue 01 178 1 $325,000.00 43
Campbell 95008 7 9.375 90 $32,483.59 7/1/13 2 691
2672127 Fry CA 181 14 $43,300.00 6/5/98 $346,400.00
8542821 54 Cormorant Circle 01 178 1 $433,000.00 43
Newport Beach 92660 7 10.99 90 $43,284.53 7/1/13 2 705
2672128 Gershkovich MD 181 14 $33,000.00 6/30/98 $264,000.00
8542839 10100 Chariot Court 01 178 1 $330,000.00 31
Rockville 20850 7 9.375 90 $32,983.33 7/1/13 2 756
2672148 Gold-connolly MA 181 14 $22,800.00 6/30/98 $227,150.00
8542847 18 Fiorenza Drive 01 178 1 $385,000.00 33
Wilmington 01887 7 9.375 65 $22,772.68 7/1/13 2 791
2672154 Goryaistov MD 181 RFC01 $22,100.00 6/26/98 $176,800.00
8542854 6 Bentridge Court 01 178 1 $221,000.00 35
Potomac 20854 7 90 $22,077.59 7/1/13 2 746
9.375
2672156 Pyle VA 181 RFC01 $38,500.00 7/9/98 $205,500.00
01
8538944 6262 Harbin Drive 179 1 $256,900.00 43
Alexandria 22310 6 8.375 95 $38,392.39 8/1/13 2 724
2672157 Manville MD 181 14 $11,150.00 7/23/98 $189,550.00
8539140 10612 Graeloch Court 01 179 1 $223,000.00 25
Laurel 20723 6 9.55 90 $11,093.71 8/1/13 2 721
2672168 Knittle VA 181 09 $41,200.00 7/20/98 $219,800.00
8539512 6458 Gristmill Square Lane 01 179 1 $274,800.00 42
Centreville 20120 6 9.25 95 $41,093.55 8/1/13 2 683
2672172 Grant MD 181 14 $80,800.00 6/25/98 $431,200.00
8542862 7008 Beechwood Drive 01 178 1 $539,000.00 50
Chevy Chase 20815 7 10.375 95 $80,767.01 7/1/13 2 715
2672173 Meheula HI 121 14 $60,000.00 8/7/98 $640,000.00
8539041 2063 Omea Place 01 120 1 $800,000.00 26
Honolulu 96821 5 8.875 88 $60,000.00 9/1/08 2 750
2672181 McCoy MD 181 04 $24,100.00 7/28/98 $204,950.00
630 Andrew Hill Road 01 179 1 $241,155.00 27
8539058
Arnold 21002 7 9.25 95 $24,100.00 8/1/13 2 777
2672183 Vanmeter VA 181 09 $58,700.00 7/15/98 $176,150.00
8539272 7302 Outhaul Lane 01 179 1 $234,900.00 47
100
Burke 22015 7 9.125 $58,668.76 8/1/13 2 722
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672184 Groh DC 181 14 $87,700.00 6/5/98 $468,000.00
8542870 4950 Hillbrook Lane 01 178 1 $585,000.00 45
Washington 20016 7 95 $87,664.20 2 768
10.375 7/1/13
2672190 Duckworth VA 181 14 $29,700.00 7/30/98 $158,400.00
8539090 103 James Drive SouthWest 01 179 1 $198,000.00 32
Vienna 22180 6 8.375 95 $29,616.98 8/1/13 2 778
2672191 Miller CA 181 14 $28,500.00 6/12/98 $227,150.00
8542888 4329 Townsend Avenue 01 178 1 $285,000.00 31
Oakland 94602 7 9.375 90 $28,485.61 7/1/13 2 719
2672192 Deller MD 181 09 $52,000.00 7/14/98 $208,000.00
8539223 7708 Shady Brook Lane 02 179 1 $260,000.00 40
Gaithersburg 20879 7 10.75 100 $51,980.42 8/1/13 2 680
2672197 Davis DC 181 16 $42,000.00 7/24/98 $224,000.00
8539249 1779 Church Street 01 179 1 $280,000.00 49
Washington 20036 7 10.25 95 $41,982.39 8/1/13 2 734
2672198 McClelland VA 181 14 $23,800.00 7/27/98 $202,300.00
8539280 608 North Wakefield Street 01 179 1 $238,000.00 32
Arlington 22203 6 95 $23,739.41 8/1/13 2 769
9.55
2672203 Menon MD 181 09 $27,000.00 6/30/98 $144,000.00
01
8542896 5311 Ivywood Drive North 178 1 $180,000.00 23
Frederick 21703 7 9.375 95 $26,986.36 7/1/13 2 714
2672205 Gulledge CA 181 09 $58,500.00 6/4/98 $468,000.00
8542904 584 Grimsby Lane 01 178 1 $585,000.00 26
Danville 94506 7 9.375 90 $58,470.45 7/1/13 2 717
2672213 Peters CA 181 14 $50,150.00 8/1/98 $227,150.00
8539397 13830 Fontanelle Place 01 180 1 $291,932.00 44
San Diego 92128 6 9.875 95 $50,150.00 9/1/13 2 721
2672214 Sanchez CA 181 09 $50,000.00 8/7/98 $510,427.00
8540239 31851 Via Pavo Real 02 180 1 $640,000.00 35
Coto De Caza Area 92679 6 9.625 88 $50,000.00 9/1/13 2 757
2672216 Moeller CA 181 14 $71,200.00 6/10/98 $356,250.00
8542912 245 Edgehill Drive 01 178 1 $475,000.00 31
San Carlos 94070 7 9.375 90 $71,164.04 7/1/13 2 756
2672217 Kraft MD 181 14 $16,900.00 8/6/98 $143,775.00
121 Myrtle Leaf Circle 01 180 1 $169,150.00 34
8539413
Laplata 20646 7 10.32 95 $16,900.00 9/1/13 2 683
2672227 Hayes MD 181 14 $26,700.00 6/29/98 $213,600.00
8542920 9232 Parkhill Drive 01 178 1 $267,000.00 24
90
Bethesda 20814 7 9.375 $26,686.51 7/1/13 2 736
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672230 Miller MD 181 RFC01 $15,300.00 7/24/98 $130,050.00
8539504 12 Ashford Court 01 179 1 $153,000.00 25
Annapolis 21403 7 95 $15,292.85 2 692
9.75 8/1/13
2672238 Behan CA 181 14 $48,750.00 8/4/98 $260,000.00
8539538 581 Devonwood Road 01 180 1 $325,000.00 40
Altadena Area 91001 7 12.125 95 $48,750.00 9/1/13 2 659
2672242 Alexander MD 181 14 $29,950.00 7/17/98 $159,900.00
8539553 12606 Arcus Court 01 179 1 $199,900.00 30
Upper Marlboro 20772 7 9.75 95 $29,950.00 8/1/13 2 748
2672249 Hill MD 181 14 $14,000.00 6/2/98 $112,000.00
8542938 536 Calvin Lane 01 178 1 $145,000.00 38
Rockville 20851 7 9.375 87 $13,818.05 7/1/13 2 691
2672250 Bento Jr. CA 181 14 $49,200.00 8/11/98 $262,400.00
8539587 24841 Largo Drive 01 180 1 $328,000.00 44
Laguna Hills 92653 6 11.375 95 $49,200.00 9/1/13 2 664
2672251 Campbell MD 181 09 $24,250.00 7/31/98 $206,100.00
8539579 5465 Hunting Horn Drive 01 179 1 $242,500.00 33
Ellicott City 21043 7 95 $24,250.00 8/1/13 2 688
10.82
2672255 Dart UT 61 14 $19,000.00 7/27/98 $42,759.00
02
8541864 275 Crestview Drive 59 1 $130,000.00 33
Tooele 84074 4 9.25 48 $18,749.74 8/1/03 2 715
2672263 Moore VA 181 14 $28,500.00 6/24/98 $227,150.00
8542946 4708 Marymead Drive 01 178 1 $287,000.00 36
Fairfax 22030 7 9.375 90 $27,985.61 7/1/13 2 747
2672264 Young CA 181 14 $40,000.00 8/7/98 $227,150.00
8539611 330 Garfield Avenue 02 180 1 $285,000.00 32
Placentia 92870 6 11.5 94 $40,000.00 9/1/13 2 705
2672265 Deblasio MD 181 RFC01 $15,100.00 7/27/98 $120,800.00
8539637 6221 Manchester Way 01 179 1 $151,000.00 18
Elkridge 21227 7 9.25 90 $15,092.17 8/1/13 2 753
2672267 Holst CA 181 14 $19,800.00 6/3/98 $158,800.00
8542953 14117 Palm Avenue 01 178 1 $198,500.00 36
Bakersfield 93312 7 9.375 90 $19,690.00 7/1/13 2 768
2672269 Morgun MD 181 14 $24,400.00 6/18/98 $122,250.00
4 Harrod Court 01 178 1 $163,000.00 30
8542961
Reisterstown 21136 7 9.375 90 $24,387.68 7/1/13 2 753
2672304 Howard CA 181 14 $48,900.00 6/22/98 $391,200.00
8542409 3368 Green Meadow Drive 01 178 1 $489,000.00 40
90
Danville 94506 6 9.375 $48,772.03 7/1/13 2 737
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672353 Jacoby NJ 181 14 $35,800.00 6/3/98 $286,400.00
8542987 44 Genesse Avenue 01 178 1 $358,000.00 29
Oceanport 07757 7 90 $35,781.92 2 750
9.375 7/1/13
2672355 Mulaire VA 181 09 $18,800.00 6/5/98 $302,000.00
8542979 11605 Auburn Grove Court 01 178 1 $377,500.00 43
Reston 20194 7 9.375 85 $18,790.51 7/1/13 2 779
2672363 Jamkhedkar CA 181 14 $52,000.00 6/10/98 $277,600.00
8542995 7695 Topaz Circle 01 178 1 $347,000.00 31
Dublin 94568 7 10.375 95 $51,978.76 7/1/13 2 710
2672365 Vasquez FL 181 09 $22,500.00 8/12/98 $120,000.00
8540320 10180 Breezeway Place 02 180 1 $150,000.00 49
Boca Raton 33428 7 11.375 95 $22,500.00 9/1/13 2 743
2672367 Utterback CA 181 14 $96,000.00 8/14/98 $224,000.00
8540742 1411 Rancho Hills DR 01 180 1 $320,000.00 36
Chino Hills 91709 7 10.55 100 $96,000.00 9/1/13 2 771
2672368 Mcnamara FL 181 14 $32,250.00 8/19/98 $161,200.00
8541534 4055 Conway PL 01 180 1 $215,000.00 45
Orlando 32812 7 90 $32,250.00 9/1/13 2 721
9.175
2672369 Erwin OH 181 14 $10,000.00 8/14/98 $56,500.00
02
8540767 226 North Burgess Avenue 180 1 $75,000.00 16
Columbus 43204 6 10.025 89 $10,000.00 9/1/13 2 727
2672372 Curtis FL 181 14 $30,000.00 8/14/98 $97,287.00
8541336 180 Tollgate Trl. 02 180 1 $160,000.00 45
Longwood 32750 6 9.775 80 $30,000.00 9/1/13 2 732
2672374 Ford CA 181 14 $32,000.00 8/14/98 $121,000.00
8541518 7045 Hickory LN 02 180 1 $170,000.00 38
Orangevale 95662 6 10.05 90 $30,913.91 9/1/13 2 660
2672377 Smith CA 181 14 $50,000.00 8/13/98 $229,000.00
8540700 25532 Orchard Rim LN 02 180 1 $312,000.00 41
Lake Forest 92630 7 11.275 90 $50,000.00 9/1/13 2 669
2672381 Mark CA 181 14 $48,900.00 8/13/98 $415,600.00
8540635 2211 Navy ST 01 180 1 $489,000.00 46
Santa Monica 90405 7 11.65 95 $48,900.00 9/1/13 2 760
2672382 Malphus FL 181 14 $22,700.00 8/14/98 $101,300.00
1702 SouthEast 13th 02 180 1 $124,000.00 23
8540643
Cape Coral 33990 6 11.525 100 $22,700.00 9/1/13 2 701
2672383 Maldonado CA 181 09 $47,350.00 8/12/98 $227,150.00
8540676 23619 Clearidge DR 02 180 1 $305,000.00 38
90
Valencia Area 91354 7 11.275 $47,350.00 9/1/13 2 695
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672385 Edwards OR 181 09 $34,800.00 8/10/98 $185,000.00
8540510 9885 SouthEast Plover 02 180 1 $232,000.00 45
Portland 97236 7 95 $34,800.00 2 708
10.4 9/1/13
2672386 Maravich CA 181 09 $32,500.00 8/12/98 $320,000.00
8540577 30246 Anamonte 02 180 1 $400,000.00 42
Laguna Niguel 92677 6 11.025 89 $32,500.00 9/1/13 2 713
2672387 Echols CA 181 14 $12,000.00 8/7/98 $199,200.00
8541500 2654 Tamalpais DR 02 180 1 $249,000.00 22
Pinole 94564 6 10.525 85 $12,000.00 9/1/13 2 646
2672390 Barton CA 181 RFC01 $24,200.00 8/13/98 $114,000.00
8541559 160 Holiday Hills DR 01 180 1 $142,500.00 27
Martinez 94553 7 11.05 97 $24,200.00 9/1/13 2 763
2672392 Crowder CO 181 14 $66,000.00 7/17/98 $256,000.00
8541641 6860 Peppertree DR 02 179 1 $322,000.00 42
Niwot 80544 6 10.775 100 $65,702.19 8/1/13 2 694
2672396 Jennings MD 181 14 $32,200.00 6/30/98 $172,000.00
8543001 7413 Oskaloosa Drive 01 178 1 $215,000.00 40
Rockville 20855 7 95 $32,183.88 7/1/13 2 792
9.375
2672398 Crawford, Jr. MD 181 04 $18,850.00 7/17/98 $160,600.00
01
8540023 1404 Peregrine Path 179 1 $188,963.00 33
Arnold 21012 7 11.25 95 $18,850.00 8/1/13 2 676
2672403 Nguyen CA 181 14 $74,200.00 6/22/98 $481,500.00
8543019 655 Island Place 01 178 1 $642,000.00 46
Redwood City 94065 7 9.375 87 $74,124.76 7/1/13 2 714
2672406 Kahler VA 181 14 $42,000.00 6/25/98 $224,000.00
8543027 1324 Harrison Street North 01 178 1 $280,000.00 44
Arlington 22205 7 10.375 95 $41,982.83 7/1/13 2 717
2672408 Johnson MD 181 14 $37,500.00 7/30/98 $318,750.00
8540486 6518 River Run 01 179 1 $375,000.00 31
Columbia 21044 6 9.75 95 $37,500.00 8/1/13 2 799
2672409 Murray CA 182 14 $99,900.00 9/30/97 $235,019.00
8543035 1738 Alameda Avenue 01 170 1 $380,000.00 30
Alameda 94501 7 11.49 89 $99,679.05 11/1/12 2 705
2672410 Lee VA 181 14 $62,500.00 7/2/98 $500,000.00
12178 Brecknock Street 01 179 1 $625,000.00 34
8541906
Oakton 22124 7 9.5 90 $62,469.26 8/1/13 2 660
2672411 Kumta NJ 181 09 $44,600.00 6/24/98 $223,150.00
8543043 11 Dorchester Court 01 178 1 $297,581.00 37
90
Old Bridge 07747 7 9.625 $44,557.09 7/1/13 2 745
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672420 Palmquist VA 181 09 $58,000.00 6/29/98 $309,600.00
8543050 13110 Anvil Place 01 178 1 $387,000.00 37
Herndon 20171 7 95 $57,976.32 2 766
10.375 7/1/13
2672421 Atkinson UT 181 14 $47,000.00 8/7/98 $58,095.00
8540288 1007 Fishburn Drive 02 180 1 $130,000.00 25
Brigham City 84302 6 9.5 81 $47,000.00 9/1/13 2 772
2672424 Nuss CA 181 14 $22,400.00 6/10/98 $179,960.00
8543068 5149 Coral Court 01 178 1 $224,950.00 37
Concord 94521 7 9.375 90 $22,388.68 7/1/13 2 740
2672426 Coleman DC 181 16 $35,500.00 7/31/98 $301,250.00
8540114 2742 Woodley Place 01 179 1 $355,000.00 23
Washington 20009 7 11.75 95 $35,500.00 8/1/13 2 769
2672428 Paschall MD 181 09 $27,000.00 6/26/98 $216,000.00
8543076 523 Jordan Pond Lane 01 178 1 $270,000.00 39
Bowie 20721 7 8.875 90 $26,969.63 7/1/13 2 714
2672432 Cunningham CA 181 09 $49,700.00 8/5/98 $265,500.00
8540155 7799 Paxton Court 01 180 1 $331,900.00 35
Goleta 93117 7 95 $49,700.00 9/1/13 2 730
10.25
2672436 Politan NJ 181 14 $46,200.00 6/29/98 $693,750.00
01
8543084 28 Seminole Way 178 1 $925,000.00 23
Millburn 07078 7 9.375 80 $46,153.16 7/1/13 2 713
2672444 Byles DC 181 14 $43,500.00 11/28/97 $232,000.00
8543092 3701 Chesapeake Street 01 171 1 $290,000.00 39
Washington 20008 7 10.625 95 $43,111.64 12/1/12 2 730
2672455 Hale MD 181 09 $19,450.00 7/28/98 $165,500.00
8540296 8023 High Oak Road 01 179 1 $194,749.00 38
Glen Burnie 21060 7 9.25 95 $19,429.74 8/1/13 2 736
2672456 Podrabinnik MD 181 14 $33,500.00 6/5/98 $268,000.00
8543100 13604 Aqua Lane 01 178 1 $335,000.00 25
Rockville 20850 7 9.375 90 $33,483.08 7/1/13 2 759
2672492 Fisheer CA 181 14 $30,000.00 8/12/98 $136,190.00
8540387 2044 Langley Street 02 180 1 $175,000.00 41
Oxnard 93033 6 10.675 95 $29,665.12 9/1/13 2 718
2672588 Lewis DC 181 04 $34,950.00 7/23/98 $186,400.00
3295b Sutton Place 01 179 1 $233,000.00 37
8541575
Washington 20016 7 10 95 $34,934.54 8/1/13 2 730
2672606 Magrino VA 181 14 $38,500.00 7/20/98 $85,119.00
8540411 2005 Stoney Creek Drive 02 179 1 $130,000.00 30
96
Fredericksburg 22407 6 11.75 $38,421.09 8/1/13 2 661
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672617 Meinhoz DC 181 14 $51,050.00 8/3/98 $272,400.00
8540478 2338 King Place NorthWest 01 180 1 $340,500.00 40
Washington 20007 7 95 $51,050.00 2 700
9.75 9/1/13
2672627 Kittel OH 181 14 $73,950.00 8/7/98 $172,550.00
8540502 223 South Cassingham Road 01 180 1 $246,500.00 43
Columbus 43209 7 11.32 100 $73,950.00 9/1/13 2 680
2672628 Hasan MD 181 14 $37,500.00 7/31/98 $199,950.00
8540569 704 Loch Ness Circle 01 179 1 $249,999.00 21
Fort Washington 20744 7 9.75 95 $37,482.51 8/1/13 2 757
2672639 Ali VA 181 09 $69,850.00 7/13/98 $163,000.00
8540619 46398 Blue Stem Court 01 179 1 $232,900.00 38
Sterling 20165 7 10.92 100 $69,850.00 8/1/13 2 695
2672640 Bourdet TX 181 09 $25,000.00 8/14/98 $100,000.00
8541849 5939 Heather View 01 180 1 $125,000.00 42
San Antonio 78249 6 9.99 100 $25,000.00 9/1/13 2 748
2672641 Daly VA 181 RFC01 $23,400.00 8/20/98 $93,600.00
8541880 14255 Heritage Cross LN 01 180 1 $117,000.00 45
Centreville 22020 7 100 $23,400.00 9/1/13 2 698
11.65
2672644 Dini TX 181 14 $23,200.00 8/18/98 $92,700.00
01
8542011 2205 Deverne ST 180 1 $115,900.00 33
Austin 78704 6 9.99 100 $23,200.00 9/1/13 2 697
2672645 Gruvman WA 181 14 $11,500.00 8/11/98 $84,000.00
8541807 1409 Everett ST 02 180 1 $105,000.00 42
Sumner 98390 7 12.025 91 $11,500.00 9/1/13 2 662
2672646 Dean CA 181 14 $41,000.00 8/11/98 $154,000.00
8541781 224 Bittercreek DR 02 180 1 $195,000.00 36
Folsom 95630 6 11.025 100 $41,000.00 9/1/13 2 705
2672647 Piper CA 181 14 $43,500.00 8/14/98 $232,000.00
8540916 839 San Ramon AVE 01 180 1 $290,000.00 45
Sunnyvale 94086 7 12.05 95 $43,500.00 9/1/13 2 665
2672648 Fox FL 181 14 $10,000.00 8/20/98 $71,000.00
8540924 3807 Dunes RD 01 180 1 $90,000.00 33
Palm Beach 33410 6 10.3 90 $10,000.00 9/1/13 2 664
2672649 Spangler CA 181 14 $28,250.00 8/13/98 $150,800.00
6932 Royer AVE 01 180 1 $188,500.00 40
8541815
Los Angeles 91307 7 10.9 95 $28,250.00 9/1/13 2 690
2672650 Miller TX 181 14 $14,000.00 8/19/98 $144,000.00
8540932 3429 Windridge DR 01 180 1 $180,000.00 44
88
Garland 75043 6 9.99 $14,000.00 9/1/13 2 663
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672652 Shannon CA 181 14 $31,450.00 8/12/98 $167,950.00
8540973 3405 Corpus Christi AVE 01 180 1 $209,950.00 36
Simi Valley 93063 6 95 $31,450.00 2 754
9.9 9/1/13
2672653 Kjelden OR 181 14 $21,800.00 8/12/98 $87,200.00
8540999 190 NorthEast 193rd Avenue 01 180 1 $109,000.00 42
Portland 97230 7 11.4 100 $21,800.00 9/1/13 2 768
2672654 Sander CA 181 14 $43,450.00 8/10/98 $231,900.00
8541021 779 Maplewood CT 01 180 1 $289,900.00 44
Thousand Oaks 91320 7 10.15 95 $43,450.00 9/1/13 2 771
2672655 Tsien CA 181 14 $70,000.00 8/11/98 $257,000.00
8541674 701 N Granada AVE 02 180 1 $345,000.00 49
Alhambra 91801 6 10.525 95 $70,000.00 9/1/13 2 724
2672656 Weterrings CA 181 14 $50,400.00 8/14/98 $268,800.00
8541716 12302 Idaho AVE 01 180 1 $336,000.00 44
Los Angeles 90025 7 10.675 95 $50,400.00 9/1/13 2 768
2672657 Holmes CA 181 14 $32,000.00 8/12/98 $368,000.00
8541724 2665 Cabot CT 02 180 1 $460,000.00 38
Fremont 94536 6 87 $32,000.00 9/1/13 2 681
11.025
2672667 Lynch DC 181 04 $56,250.00 7/24/98 $300,000.00
01
8540817 1628 S Street NorthWest 179 1 $375,000.00 39
Washington 20009 7 10.25 95 $56,226.41 8/1/13 2 720
2672671 Tracy GA 180 09 $39,190.00 8/14/98 $313,500.00
8541344 4460 Burgess Hill Lane 01 179 1 $391,900.00 44
Alpharetta 30022 7 8.875 90 $39,168.02 8/14/13 2 700
2672683 Bloom VA 181 09 $150,000.00 6/30/98 $650,000.00
8541310 893 Chinquapin Road 01 178 1 $950,901.00 34
McLean 22102 7 8.875 85 $149,745.85 7/1/13 2 666
2672689 Lemus CA 181 14 $16,800.00 7/23/98 $89,600.00
8540866 6315 Pierce Avenue 01 179 1 $112,000.00 39
Whittier 90601 7 11.25 95 $16,794.32 8/1/13 2 710
2672693 Victor VA 181 09 $29,550.00 7/23/98 $157,600.00
8540775 5436 Tree Line Drive 01 179 1 $197,000.00 36
Centreville 20120 7 8.625 95 $29,532.55 8/1/13 2 766
2672699 Wagner WA 182 14 $30,100.00 7/31/98 $160,750.00
1139 21st Street Court 01 180 1 $200,950.00 29
8540957
Puyallup 98371 6 10.05 95 $30,100.00 9/1/13 2 758
2672702 Malaga MD 181 14 $27,650.00 7/30/98 $147,000.00
8540940 13705 Loree Lane 01 179 1 $184,500.00 39
95
Rockville 20853 7 9.125 $27,635.29 8/1/13 2 706
Loan Number: Borrower: State Orig Term: Prop Type: Credit Note Date: Margin: Sr
Sevicer Loan Address: Zip Code: Rem Term: Occp Code: Appr Value: Teas Exp: Ceiling Debt
CITY: Purpose: Prod Code: Curr CLTV: Prin Maturity Lien FICO:
2672706 Kaloi VA 181 14 $29,150.00 7/31/98 $155,600.00
8541666 5803 Helmsdale Lane 01 179 1 $194,500.00 33
Alexandria 22315 6 95 $29,073.83 2 732
9.125 8/1/13
2672737 Battle DC 181 04 $29,400.00 7/15/98 $156,800.00
8541773 1720 South Street 01 179 1 $196,000.00 29
Washington 20009 7 9.75 95 $29,386.29 8/1/13 2 762
9420581 Walter CA 180 14 $50,000.00 10/18/95 $126,000.00
0181115 7570 Maple Avenue 02 145 1 $204,000.00 43
Fontana 92336 6 12.55 87 $42,177.71 10/25/10 2 649
</TABLE>
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EXHIBITS
(Intentionally Omitted)
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