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Prudential Securities Secured Financing Corp · 8-K · For 6/18/98 · EX-4

Filed On 7/6/98   ·   Accession Number 950116-98-1446   ·   SEC File 33-84918

Previous ‘8-K’:  ‘8-K’ on 6/29/98 for 6/4/98   ·   Next:  ‘8-K’ on 7/21/98 for 7/20/98   ·   Latest:  ‘8-K’ on 2/28/03 for 2/26/03

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  As Of                Filer                Filing    For/On/As Docs:Size              Issuer               Agent

 7/06/98  Prudential Secs Secured Fin..Corp 8-K:2,7     6/18/98    8:768K                                   St Ives Financial/FA

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     19K 
 2: EX-1        Exhibit 1.1                                           24     87K 
 3: EX-1.2      Underwriting Agreement                                18     54K 
 4: EX-4        Exhibit 4.1                                           99    443K 
 6: EX-4        Exhibit 4.2                                           69    355K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders    58    157K 
 7: EX-10       Exhibit 10.1                                           9     32K 
 8: EX-23       Exhibit 23.1                                           1      6K 


EX-4   —   Exhibit 4.2
Exhibit Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Table of Contents
3Article One Definitions
"Section 1.01. Definitions
6Article Two Purchase, Sale and Conveyance of Mortgage Loans
"Section 2.01. Agreement to Purchase the Initial Mortgage Loans
"Section 2.02. Agreement to Purchase the Subsequent Mortgage Loans
8Section 2.03. Purchase Price
"Section 2.04. Conveyance of Mortgage Loans; Possession of Mortgage Files
11Section 2.06. Acceptance of Mortgage Loans
12Section 2.07. Transfer of Mortgage Loans; Assignment of Agreement
"Section 2.08. Examination of Mortgage Files
13Section 2.09. Books and Records
"Section 2.10. Cost of Delivery and Recordation of Documents
"Article Three Representations and Warranties
"Section 3.01. Representations and Warranties as to the Originators
15Section 3.02. Representations and Warranties as to the Unaffiliated Seller
26Section 3.05. Repurchase Obligation for Defective Documentation and for Breach of a Representation or Warranty
28Article Four the Unaffiliated Seller
"Section 4.01. Covenants of the Originators and the Unaffiliated Seller
29Section 4.02. Merger or Consolidation
"Section 4.03. Costs
"Section 4.04. Indemnification
31Article Five Conditions of Closing
"Section 5.01. Conditions of Depositor's Obligations
33Section 5.02. Conditions of Unaffiliated Seller's Obligations
34Section 5.03. Termination of Depositor's Obligations
"Article Six Miscellaneous
"Section 6.01. Notices
"Section 6.02. Severability of Provisions
35Section 6.03. Agreement of Unaffiliated Seller
"Section 6.04. Survival
"Section 6.05. Effect of Headings and Table of Contents
"Section 6.06. Successors and Assigns
"Section 6.07. Confirmation of Intent; Grant of Security Interest
36Section 6.08. Miscellaneous
"Section 6.09. Amendments
37Section 6.11. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
"Section 6.12. Execution in Counterparts
44Mortgage Loan Schedule
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EXECUTION COPY PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, Depositor, ABFS 1998-2, INC., Unaffiliated Seller and AMERICAN BUSINESS CREDIT, INC. HOMEAMERICAN CREDIT, INC., D/B/A UPLAND MORTGAGE, and NEW JERSEY MORTGAGE INVESTMENT CORP. Originators ------------------------- UNAFFILIATED SELLER'S AGREEMENT Dated as of June 1, 1998
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[Enlarge/Download Table] TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS...........................................................................1 Section 1.01. Definitions...........................................................................1 ARTICLE TWO PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS.......................................4 Section 2.01. Agreement to Purchase the Initial Mortgage Loans......................................4 Section 2.02. Agreement to Purchase the Subsequent Mortgage Loans...................................4 Section 2.03. Purchase Price........................................................................6 Section 2.04. Conveyance of Mortgage Loans; Possession of Mortgage Files............................6 Section 2.05. Delivery of Mortgage Loan Documents...................................................7 Section 2.06. Acceptance of Mortgage Loans..........................................................9 Section 2.07. Transfer of Mortgage Loans; Assignment of Agreement..................................10 Section 2.08. Examination of Mortgage Files........................................................10 Section 2.09. Books and Records....................................................................11 Section 2.10. Cost of Delivery and Recordation of Documents........................................11 ARTICLE THREE REPRESENTATIONS AND WARRANTIES....................................................11 Section 3.01. Representations and Warranties as to the Originators.................................11 Section 3.02. Representations and Warranties as to the Unaffiliated Seller.........................13 Section 3.03. Representations and Warranties Relating to the Mortgage Loans........................15 Section 3.04. Representations and Warranties of the Depositor......................................23 Section 3.05. Repurchase Obligation for Defective Documentation and for Breach of a Representation or Warranty..........................................................................24 ARTICLE FOUR THE UNAFFILIATED SELLER..............................................................26 Section 4.01. Covenants of the Originators and the Unaffiliated Seller.............................26 Section 4.02. Merger or Consolidation..............................................................27 Section 4.03. Costs................................................................................27 Section 4.04. Indemnification......................................................................27 ARTICLE FIVE CONDITIONS OF CLOSING................................................................29 Section 5.01. Conditions of Depositor's Obligations................................................29 Section 5.02. Conditions of Unaffiliated Seller's Obligations......................................31 Section 5.03. Termination of Depositor's Obligations...............................................32 ARTICLE SIX MISCELLANEOUS........................................................................32 Section 6.01. Notices..............................................................................32 Section 6.02. Severability of Provisions...........................................................32 Section 6.03. Agreement of Unaffiliated Seller.....................................................33 Section 6.04. Survival.............................................................................33 Section 6.05. Effect of Headings and Table of Contents.............................................33 Section 6.06. Successors and Assigns...............................................................33 Section 6.07. Confirmation of Intent; Grant of Security Interest...................................33 Section 6.08. Miscellaneous........................................................................34 Section 6.09. Amendments...........................................................................34 Section 6.10. Third-Party Beneficiaries............................................................34 Section 6.11. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.........................35 Section 6.12. Execution in Counterparts............................................................35 Exhibit A - Mortgage Loan Schedule ii
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THIS UNAFFILIATED SELLER'S AGREEMENT, dated as of June 1, 1998, by and among PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION, a Delaware corporation, its successors and assigns (the "Depositor"), ABFS 1998-2, INC., a Delaware corporation and its successors (the "Unaffiliated Seller"), AMERICAN BUSINESS CREDIT, INC., a Pennsylvania corporation ("ABC"), HOMEAMERICAN CREDIT, INC. D/B/A UPLAND MORTGAGE, a Pennsylvania corporation ("Upland") and NEW JERSEY MORTGAGE INVESTMENT CORP., a New Jersey corporation ("NJMIC", and together with ABC and Upland, the "Originators"). WHEREAS, Exhibit A attached hereto and made a part hereof lists certain fixed rate business and consumer purpose first and second lien mortgage loans (the "Mortgage Loans") owned by the Originators that the Originators desire to sell to the Unaffiliated Seller and the Unaffiliated Seller desires to sell to the Depositor and that the Depositor desires to purchase; WHEREAS, it is the intention of the Originators, the Unaffiliated Seller and the Depositor that simultaneously with the Originators' conveyance of the Mortgage Loans to the Unaffiliated Seller and the Unaffiliated Seller's conveyance of the Mortgage Loans to the Depositor on the Closing Date, (a) the Depositor shall deposit the Mortgage Loans in a trust pursuant to a Pooling and Servicing Agreement to be dated as of June 1, 1998 (the "Pooling and Servicing Agreement"), to be entered into by and among the Depositor, as depositor, American Business Credit, Inc., as servicer (in such capacity, the "Servicer") and The Chase Manhattan Bank, as trustee (the "Trustee") and (b) the Trustee shall issue certificates evidencing beneficial ownership interests in the property of the trust fund formed by the Pooling and Servicing Agreement to the Depositor; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article: "Accepted Servicing Practices" means the Servicer's normal servicing practices, which in general will conform to the mortgage servicing practices of prudent mortgage lending institutions which service for their own account mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related Mortgaged Properties are located. "Agreement" means this Unaffiliated Seller's Agreement, as amended or supplemented in accordance with the provisions hereof. "Appraised Value" means the appraised value of the Mortgaged Property based upon the appraisal made by or on behalf of the Originators. "Certificate Insurer" means Financial Security Assurance Inc., a stock insurance company organized and created under the laws of the State of New York, and any successors thereto. "Closing Date" shall have the meaning ascribed thereto in Section 2.01(c). "Commission" means the Securities and Exchange Commission.
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"Cut-Off Date" means, with respect to the Initial Mortgage Loans, the Initial Cut-Off Date, and with respect to the Subsequent Mortgage Loans, the Subsequent Cut-Off Date. "Cut-Off Date Aggregate Principal Balance" means the aggregate unpaid principal balance of the Initial Mortgage Loans as of the Cut-Off Date (or, with respect to Initial Mortgage Loans which were originated after the Cut-Off Date, as of the date of origination). The Cut-Off Date Aggregate Principal Balance is $99,404,106.67. "Cut-Off Date Principal Balance" means as to each Mortgage Loan, its unpaid principal balance as of the Cut-Off Date (or, with respect to Initial Mortgage Loans which were originated after the Cut-Off Date, as of the date of origination). "Deleted Mortgage Loan" means a Mortgage Loan replaced by or to be replaced by a Qualified Substitute Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Initial Cut-Off Date" means the close of business on May 31, 1998 or, with respect to Initial Mortgage Loans originated after May 31, 1998, the date of origination of such Initial Mortgage Loans. "Initial Mortgage Loans" means the Mortgage Loans transferred and assigned to the Depositor on the Closing Date. "Monthly Payment" means, as to any Mortgage Loan (including any REO Mortgage Loan) and any Due Date, the payment of principal and interest due thereon in accordance with the amortization schedule at the time applicable thereto (after adjustment for any Curtailments and Deficient Valuations occurring prior to such Due Date but before any adjustment to such amortization schedule by reason of any bankruptcy, other than Deficient Valuations or similar proceeding or any moratorium or similar waiver or grace period). "Mortgage" means the mortgage or deed of trust creating a first or second lien on an estate in fee simple in real property, and securing a Mortgage Note, as amended or modified. "Mortgage Interest Rate" means, as to any Mortgage Loan, the fixed per annum rate at which interest accrues on the unpaid principal balance thereof. "Mortgage Loans" means such of the mortgage loans to be sold, transferred and assigned to the Depositor on the Closing Date and each Subsequent Transfer Date pursuant to Article Two hereof (including the related Mortgage Notes and related Mortgages), all as identified in the Mortgage Loan Schedule, and including any mortgage loan substituting or replacing a Mortgage Loan pursuant to the terms of the Pooling and Servicing Agreement. "Mortgage Loan Schedule" shall have the meaning ascribed thereto in Section 2.01(b). "Mortgage Note" means the note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan, as amended or modified. "Mortgaged Property" means the property subject to a Mortgage. "Mortgagor" means the obligor on a Mortgage Note. 2
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"Pooling and Servicing Agreement" shall have the meaning ascribed thereto in the recitals hereof. "Prospectus" means the Prospectus dated June 10, 1997 relating to the offering by the Depositor from time to time of its Pass-Through Certificates (Issuable in Series) in the form in which it was or will be filed with the Securities Exchange Commission pursuant to Rule 424(b) under the Securities Act with respect to the offer and sale of the Certificates. "Prospectus Supplement" means the Prospectus Supplement dated June 2, 1998, relating to the offering of the Certificates in the form in which it was or will be filed with the Commission pursuant to Rule 424(b) under the Securities Act with respect to the offer and sale of the Certificates. "Qualified Appraiser" means an appraiser, duly appointed by the Unaffiliated Seller, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan, and such appraiser and the appraisal made by such appraiser both satisfy the requirements of Title XI of the Federal Institutions Reform, Recovery and Enforcement Act of 1989 and the regulations promulgated thereunder, all as in effect on the date the Mortgage Loan was originated. "Registration Statement" means that certain registration statement on Form S-3, as amended (Registration No. 333-27355) relating to the offering by the Depositor from time to time of its Pass-Through Certificates (Issuable in Series) as heretofore declared effective by the Commission. "Securities Act" means the Securities Act of 1933, as amended. "Subsequent Cut-Off Date" means the date specified in the Addition Notice relating to Subsequent Mortgage Loans. "Subsequent Mortgage Loans" means the Mortgage Loans hereafter transferred and assigned to the Depositor on a Subsequent Transfer Date. "Termination Event" means the existence of any one or more of the following conditions: (a) a stop order suspending the effectiveness of the Registration Statement shall have been issued or a proceeding for that purpose shall have been initiated or threatened by the Commission; or (b) subsequent to the execution and delivery of this Agreement, a downgrading, or public notification of a possible change, without indication of direction, shall have occurred in the rating afforded any of the debt securities or claims paying ability of any person providing any form of credit enhancement for any of the Certificates, by any "nationally recognized statistical rating organization," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act; or (c) subsequent to the execution and delivery of this Agreement, there shall have occurred an adverse change in the condition, financial or otherwise, earnings, affairs, regulatory situation or business prospects of the Certificate Insurer or the Unaffiliated Seller reasonably determined by the Depositor to be material; or 3
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(d) subsequent to the date of this Agreement there shall have occurred any of the following: (i) a suspension or material limitation in trading in securities substantially similar to the Certificates; (ii) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities; or (iii) the engagement by the United States in hostilities, or the escalation of such hostilities, or any calamity or crisis, if the effect of any such event specified in this clause (iii) in the reasonable judgment of the Depositor makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Certificates on the terms and in the manner contemplated in the Prospectus Supplement. "Unaffiliated Seller" means ABFS 1998-2, Inc., in its capacity as Unaffiliated Seller of the Mortgage Loans under this Agreement and any successor to ABFS 1998-2, Inc., whether through merger, consolidation, purchase and assumption of ABFS 1998-2, Inc. or all or substantially all of its assets or otherwise. Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Pooling and Servicing Agreement. ARTICLE TWO PURCHASE, SALE AND CONVEYANCE OF MORTGAGE LOANS Section 2.01. Agreement to Purchase the Initial Mortgage Loans. (a) Subject to the terms and conditions of this Agreement, the Originators agree to sell, and the Unaffiliated Seller agrees to purchase on the Closing Date and immediately subsequent thereto, the Unaffiliated Seller agrees to sell, and the Depositor agrees to purchase, the Mortgage Loans having the Cut-Off Date Aggregate Principal Balance or, in accordance with Section 2.08 hereof, such other balance as is evidenced by the actual Cut-Off Date Aggregate Principal Balance of the Mortgage Loans accepted by the Depositor on the Closing Date and listed in the Mortgage Loan Schedule. (b) Subject to Section 2.08 hereof, the Depositor and the Unaffiliated Seller have agreed upon which of the Unaffiliated Seller's Mortgage Loans are to be purchased by the Depositor on the Closing Date pursuant to this Agreement, and the Unaffiliated Seller has prepared a schedule describing the Mortgage Loans (the "Mortgage Loan Schedule") setting forth all of the Mortgage Loans to be purchased under this Agreement, which schedule is attached hereto as Exhibit A. The Mortgage Loan Schedule shall conform to the requirements of the Depositor and to the definition of "Mortgage Loan Schedule" under the Pooling and Servicing Agreement. (c) The closing for the purchase and sale of the Mortgage Loans shall take place at the offices of Dewey Ballantine, New York, New York, at 10:00 a.m., New York time, on June 18, 1998 or such other place and time as the parties shall agree (such time being herein referred to as the "Closing Date"). Section 2.02. Agreement to Purchase the Subsequent Mortgage Loans. (a) Subject to the terms and conditions of this Agreement, the Originators agree to sell, and the Unaffiliated Seller agrees to purchase on the each Subsequent Transfer Date and immediately subsequent thereto, the Unaffiliated Seller agrees to sell, and the Depositor agrees to purchase, Subsequent Mortgage Loans, having an Aggregate Principal Balance of up to $20,595,893.33 as listed in the Mortgage Loan Schedule attached to the related Addition Notice. 4
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(b) Subject to Section 2.08 herein, the Mortgage Loans that are to be purchased by the Depositor on a Subsequent Transfer Date pursuant to this Agreement will be set forth on a Mortgage Loan Schedule to be attached to the related Addition Notice. (c) Subject to the satisfaction of the conditions set forth in paragraph (d) below, (i) in consideration of the Unaffiliated Seller's delivery on the related Subsequent Transfer Dates to or upon the order of the Originators of the purchase price, the Originators shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee without recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Originators in and to the Subsequent Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders and the Certificate Insurer and (ii) in consideration of the Depositor's delivery on the related Subsequent Transfer Dates to or upon the order of the Unaffiliated Seller of the purchase price, the Unaffiliated Seller shall on any Subsequent Transfer Date sell, transfer, assign, set over and convey to the Trustee without recourse but subject to terms and provisions of this Agreement, all of the right, title and interest of the Originators in and to the Subsequent Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. (d) The Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (c) above shall be transferred by the Depositor to the Trust only upon the satisfaction of each of the following conditions on or prior to the related Subsequent Transfer Date: (i) the Unaffiliated Seller shall have provided the Trustee, the Rating Agencies and the Certificate Insurer with a timely Addition Notice, which shall include a Mortgage Loan Schedule listing the Subsequent Mortgage Loans and shall have provided any other information reasonably requested by any of the foregoing with respect to the Subsequent Mortgage Loans; (ii) the Unaffiliated Seller shall have deposited in the Collection Account all collections of (x) principal in respect of the Subsequent Mortgage Loans received after the related Subsequent Cut-Off Date and (y) interest due on the Subsequent Mortgage Loans after the related Subsequent Cut-Off Date; (iii) as of each Subsequent Transfer Date, the Depositor was not insolvent nor will be made insolvent by such transfer nor is the Depositor aware of any pending insolvency; (iv) such addition will not result in a material adverse tax consequence to the Trust or the Holders of the Certificates; (v) the Pre-Funding Period shall not have terminated; (vi) the Unaffiliated Seller shall have delivered to the Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph (d) and that the Subsequent Mortgage Loans comply with the provisions of Section 3.03(af) hereof and Section 2.03(c) of the Pooling and Servicing Agreement; (vii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee, independent Opinions of Counsel with respect to the transfer of the Subsequent Mortgage Loans 5
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substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer and the Trustee on the Startup Date (bankruptcy, corporate and tax opinions); and (viii) the Originators, the Seller and the Depositor shall have delivered to the Trustee an executed subsequent transfer agreement substantially in the form of Exhibit L to the Pooling and Servicing Agreement. (e) The obligation of the Depositor to purchase a Subsequent Mortgage Loan on any Subsequent Transfer Date is subject to the requirements set forth in Section 2.03(c) of the Pooling and Servicing Agreement. Section 2.03. Purchase Price. (a) On the Closing Date, as full consideration for the Unaffiliated Seller's sale of the Initial Mortgage Loans to the Depositor, the Depositor will deliver to the Unaffiliated Seller (i) an amount in cash equal to the sum of (A) 99.65%, 99.65%, 99.65%, 99.65%, 99.65% and 99.65% of the aggregate principal balance as of the Closing Date of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, and Class A-6 Certificates, respectively, and (B) accrued interest on such principal balance at the rate of 6.285%, 6.340%, 6.490%, 6.850% and 6.455% per annum, on the Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, respectively, from (and including) June 1, 1998 to (but not including) June 18, 1998, payable by wire transfer of same day funds and (ii) the Class R Certificates to be issued pursuant to the Pooling and Servicing Agreement. On the Closing Date, as full consideration for the Originators' sale of the Initial Mortgage Loans to the Unaffiliated Seller, the Unaffiliated Seller will deliver to the Originators an amount in cash equal to the sum of (A) 99.65%, 99.65%, 99.65%, 99.65%, 99.65% and 99.65% of the aggregate principal balance as of the Closing Date of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, respectively, and (B) accrued interest on such principal balance at the rate 6.285%, 6.340%, 6.490%, 6.850% and 6.455% per annum, on the Class A-2, Class A-3, Class A-4, Class A-5 and Class A-6 Certificates, respectively, from (and including) June 1, 1998 to (but not including) June 18, 1998, payable by wire transfer of same day funds. (b) On each Subsequent Transfer Date, as full consideration for the Originators' sale to the Unaffiliated Seller and the Unaffiliated Seller's sale of the Subsequent Mortgage Loans to the Depositor, the Depositor will deliver to the Unaffiliated Seller and the Unaffiliated Seller will deliver to the Originators an amount in cash equal to the sum of 100% of the aggregate Principal Balance of the Subsequent Mortgage Loans as of the related Subsequent Cut-Off Date. Section 2.04. Conveyance of Mortgage Loans; Possession of Mortgage Files. (a) On the Closing Date and on each Subsequent Transfer Date, the Originators shall sell, transfer, assign, set over and convey to the Unaffiliated Seller, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan and all right, title and interest in and to the proceeds of such insurance policies from and after the Closing Date and the Unaffiliated Seller shall sell, transfer, assign, set over and convey to the Depositor, without recourse but subject to the terms of this Agreement, all right, title and interest in and to the applicable Mortgage Loans, including all principal outstanding as of, and all interest due after, the Subsequent Cut-Off Date, the insurance policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such insurance policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the 6
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Closing Date. Upon payment of the purchase price for such Mortgage Loans as provided in Section 2.03 of this Agreement, the Originators and the Unaffiliated Seller shall have hereby, and shall be deemed to have, sold, transferred, assigned, set over and conveyed such Mortgage Loans, the insurance policies relating to each such Mortgage Loan, all right, title and interest in and to the proceeds of such insurance policies and all of its rights under this Agreement with respect to the Mortgage Loans from and after the Closing Date. (b) Upon the sale of such Mortgage Loans, the ownership of each related Mortgage Note, each related Mortgage and the contents of the related Mortgage File shall immediately vest in the Depositor and the ownership of all related records and documents with respect to each Mortgage Loan prepared by or which come into the possession of the Originators or the Unaffiliated Seller shall immediately vest in the Depositor. The contents of any Mortgage File in the possession of the Originators or the Unaffiliated Seller at any time after such sale, and any principal collected and interest due on the Mortgage Loans after the Cut-Off Date and received by the Originators or the Unaffiliated Seller, shall be held in trust by the Originators or the Unaffiliated Seller for the benefit of the Depositor as the owner thereof, and shall be promptly delivered by the Originators or the Unaffiliated Seller to or upon the order of the Depositor. (c) Pursuant to the Pooling and Servicing Agreement, the Depositor shall, on the Closing Date, assign all of its right, title and interest in and to the applicable Mortgage Loans to the Trustee for the benefit of the Certificateholders and the Certificate Insurer. Section 2.05. Delivery of Mortgage Loan Document. (a) On or prior to the Closing Date or Subsequent Transfer Date, as applicable, the related Originator shall deliver to the Unaffiliated Seller, and the Unaffiliated Seller shall deliver to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), each of the following documents for each applicable Mortgage Loan: (i) The original Mortgage Note, endorsed without recourse in blank by the related Originator, including all intervening endorsements showing a complete chain of endorsement; (ii) The related original Mortgage with evidence of recording indicated thereon or a copy thereof certified by the applicable recording office; (iii) The recorded mortgage assignment, or copy thereof certified by the applicable recording office, if any, showing a complete chain of assignment from the originator of the related Mortgage Loan to the related Originator (which assignment may, at the related Originator's option, be combined with the assignment referred to in subpart (iv) hereof); (iv) A mortgage assignment in recordable form (which, if acceptable for recording in the relevant jurisdiction, may be included in a blanket assignment or assignments) of each Mortgage from the related Originator to the Trustee; (v) Originals of all assumption, modification and substitution agreements in those instances where the terms or provisions of a Mortgage or Mortgage Note have been modified or such Mortgage or Mortgage Note has been assumed; and (vi) An original policy of title insurance (or (A) a copy of the title insurance policy, or (B) a binder thereof or copy of such binder, together with a certificate from the related Originator that 7
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the original Mortgage has been delivered to the title insurance company that issued such binder for recordation). In instances where the original recorded Mortgage and a completed assignment thereof in recordable form cannot be delivered by the related Originator to the Unaffiliated Seller, and by the Unaffiliated Seller to the Trustee prior to or concurrently with the execution and delivery of this Agreement (or, with respect to Subsequent Mortgage Loans, prior to or on the Subsequent Transfer Date), due to a delay in connection with recording, the related Originator may: (x) In lieu of delivering such original recorded Mortgage, deliver to the Trustee a copy thereof provided that the related Originator certifies that the original Mortgage has been delivered to a title insurance company for recordation after receipt of its policy of title insurance or binder therefor; and (y) In lieu of delivering the completed assignment in recordable form, deliver to the Trustee the assignment in recordable form, otherwise complete except for recording information. (b) Pursuant to the Pooling and Servicing Agreement, the Unaffiliated Seller shall be required to promptly submit, or cause to be submitted by the related Originator, for recording in the appropriate public office for real property records, each assignment referred to in (a) above. The Trustee shall be required to retain a copy of each assignment submitted for recording. In the event that any such assignment is lost or returned unrecorded because of a defect therein, the Unaffiliated Seller or such Originator shall promptly prepare a substitute assignment or cure such defect, as the case may be, and thereafter the Unaffiliated Seller or such Originator shall be required to submit each such assignment for recording. (c) The Unaffiliated Seller or the related Originator shall, within five Business Days after the receipt thereof, deliver or cause to be delivered to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement): (i) the original recorded Mortgage and related power of attorney, if any, in those instances where a copy thereof certified by the related Originator was delivered to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement); (ii) the original recorded assignment of Mortgage from the related Originator to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), which, together with any intervening assignments of Mortgage, evidences a complete chain of assignment from the originator of the Mortgage Loan to the Trustee in those instances where copies of such assignments certified by the related Originator were delivered to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement); and (iii) the title insurance policy or title opinion required in clause (a)(vi) above. Notwithstanding anything to the contrary contained in this Section 2.05, in those instances where the public recording office retains the original Mortgage, power of attorney, if any, assignment or assignment of Mortgage after it has been recorded or such original has been lost, the Unaffiliated Seller or the related Originator shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement) of a copy of such Mortgage, power of attorney, if any, assignment or assignment of Mortgage certified by the public recording office to be a true copy of the recorded original thereof. From time to time the Unaffiliated Seller or the related Originator may forward or cause to be forwarded to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement) additional original documents evidencing an assumption or modification of a Mortgage Loan. 8
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(d) All original documents relating to the Mortgage Loans that are not delivered to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement) as permitted by Section 2.05 (a) are and shall be held by the Unaffiliated Seller or the related Originator in trust for the benefit of the Trustee on behalf of the Certificateholders and the Certificate Insurer. In the event that any such original document is required pursuant to the terms of this Section 2.05 to be a part of a Mortgage File, such document shall be delivered promptly to the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement). From and after the sale of the Mortgage Loans to the Depositor pursuant hereto, to the extent that the Unaffiliated Seller or the related Originator retains legal title of record to any Mortgage Loans prior to the vesting of legal title in the Trustee (as assignee of the Depositor pursuant to the Pooling and Servicing Agreement), such title shall be retained in trust for the Depositor as the owner of the Mortgage Loans and the Trustee, as the Depositor's assignee. Section 2.06. Acceptance of Mortgage Loans. (a) Pursuant to the Pooling and Servicing Agreement, the Trustee has agreed to execute and deliver on or prior to the Closing Date, or any Subsequent Transfer Date, an acknowledgment of receipt of, for each Mortgage Loan, the original Mortgage Note with respect to each Mortgage Loan (with any exceptions noted), in the form attached as Exhibit E to the Pooling and Servicing Agreement and declares that it will hold such documents and any amendments, replacements or supplements thereto, as well as any other assets included in the definition of Trust Fund in the Pooling and Servicing Agreement and delivered to the Trustee, as Trustee in trust upon and subject to the conditions set forth in the Pooling and Servicing Agreement for the benefit of the Certificateholders and the Certificate Insurer. Pursuant to the Pooling and Servicing Agreement, the Trustee has agreed, for the benefit of the Certificateholders and the Certificate Insurer, to review (or cause to be reviewed) each Trustee's Mortgage File within 30 days after the Closing Date or the Subsequent Transfer Date, as applicable (or, with respect to any Qualified Substitute Mortgage Loan, within 30 days after the receipt by the Trustee thereof), and to deliver to the Unaffiliated Seller, the Servicer and the Certificate Insurer a certification in the form attached to the Pooling and Servicing Agreement as Exhibit F to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. Pursuant to the Pooling and Servicing Agreement, the Trustee shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are genuine, enforceable, or appropriate for the represented purpose or that they are other than what they purport to be on their face. Pursuant to the Pooling and Servicing Agreement, within 90 days of the Closing Date, with respect to the Initial Mortgage Loans, and within 90 days of the Subsequent Transfer Date, with respect to any related Subsequent Mortgage Loans, the Trustee shall be required to deliver (or cause to be delivered) to the Servicer, the Unaffiliated Seller, the initial Certificateholders and the Certificate Insurer a final certification in the form attached to the Pooling and Servicing Agreement as Exhibit G to the effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in such certification as not covered by such certification), (i) all documents required to be delivered to it pursuant to the Pooling and Servicing Agreement are in its possession, (ii) each such document has been reviewed by it and has not been mutilated, damaged, torn 9
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or otherwise physically altered (handwritten additions, changes or corrections shall not constitute physical alteration if initialed by the Mortgagor), appears regular on its face and relates to such Mortgage Loan, and (iii) based on its examination and only as to the foregoing documents, the information set forth on the Mortgage Loan Schedule accurately reflects the information set forth in the Trustee's Mortgage File delivered on such date. (b) The Pooling and Servicing Agreement provides that, if the Trustee during the process of reviewing the Trustee's Mortgage Files finds any document constituting a part of a Trustee's Mortgage File which is not executed, has not been received, is unrelated to the Mortgage Loan identified in the Mortgage Loan Schedule, or does not conform to the requirements of Section 2.05 or the description thereof as set forth in the Mortgage Loan Schedule, the Trustee shall promptly so notify the Servicer, the Unaffiliated Seller, the related Originator and the Certificate Insurer. The Unaffiliated Seller agrees that in performing any such review, the Trustee may conclusively rely on the Unaffiliated Seller as to the purported genuineness of any such document and any signature thereon. Each of the Originators and the Unaffiliated Seller agrees to use reasonable efforts to remedy a material defect in a document constituting part of a Mortgage File of which it is notified. If, however, within 60 days after such notice neither the Unaffiliated Seller nor any Originator has remedied the defect and the defect materially and adversely affects the interest of the Certificateholders in the related Mortgage Loan or the interests of the Certificate Insurer, then the Unaffiliated Seller and the Originators shall be obligated to either substitute in lieu of such Mortgage Loan a Qualified Substitute Mortgage Loan or purchase such Mortgage Loan in the manner and subject to the conditions set forth in Section 3.05. (c) The failure of the Trustee or the Certificate Insurer to give any notice contemplated herein within the time periods specified above shall not affect or relieve the Unaffiliated Seller's obligation to repurchase for any Mortgage Loan pursuant to this Section 2.06 or Section 3.05 of this Agreement. Section 2.07. Transfer of Mortgage Loans; Assignment of Agreement. The Originators and the Unaffiliated Seller each hereby acknowledges and agrees that the Depositor may assign its interest under this Agreement to the Trustee as may be required to effect the purposes of the Pooling and Servicing Agreement, without further notice to, or consent of, the Unaffiliated Seller or the Originators, and the Trustee shall succeed to such of the rights and obligations of the Depositor hereunder as shall be so assigned. The Depositor shall, pursuant to the Pooling and Servicing Agreement, assign all of its right, title and interest in and to the Mortgage Loans and its right to exercise the remedies created by Sections 2.06 and 3.05 hereof for breaches of the representations, warranties, agreements and covenants of the Unaffiliated Seller or the Originators contained in Sections 2.05, 2.06, 3.02 and 3.03 hereof to the Trustee for the benefit of the Certificateholders and the Certificate Insurer. Each of the Originators and the Unaffiliated Seller agrees that, upon such assignment to the Trustee, such representations, warranties, agreements and covenants will run to and be for the benefit of the Trustee and the Trustee may enforce, without joinder of the Depositor, the repurchase obligations of the Unaffiliated Seller and the Originators set forth herein with respect to breaches of such representations, warranties, agreements and covenants. Section 2.08. Examination of Mortgage Files. Prior to the Closing Date and each Subsequent Transfer Date, as applicable, the Unaffiliated Seller shall make the Mortgage Files available to the Depositor or its designee for examination at the Unaffiliated Seller's offices or at such other place as the Unaffiliated Seller shall reasonably specify. Such examination may be made by the Depositor or its designee at any time on or before the Closing Date or Subsequent Transfer Date, as the case may be. If the Depositor or its designee makes such examination prior to the Closing Date or Subsequent Transfer Date, as 10
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the case may be, and identifies any Mortgage Loans that do not conform to the requirements of the Depositor as described in this Agreement, such Mortgage Loans shall be deleted from the Mortgage Loan Schedule and may be replaced, prior to the Closing Date or Subsequent Transfer Date, as the case may be, by substitute Mortgage Loans acceptable to the Depositor. The Depositor may, at its option and without notice to the Unaffiliated Seller, purchase all or part of the Mortgage Loans without conducting any partial or complete examination. The fact that the Depositor or the Trustee has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the rights of the Depositor or the Trustee to demand repurchase or other relief as provided in this Agreement. Section 2.09. Books and Records. The sale of each Mortgage Loan shall be reflected on each of the Originators' and the Unaffiliated Seller's accounting and other records, balance sheet and other financial statements as a sale of assets by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor. Each of the Originators and the Unaffiliated Seller shall be responsible for maintaining, and shall maintain, a complete set of books and records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by the Trustee for the benefit of the Certificateholders and the Certificate Insurer. Section 2.10. Cost of Delivery and Recordation of Documents. The costs relating to the delivery and recordation of the documents specified in this Article Two in connection with the Mortgage Loans shall be borne by the Unaffiliated Seller. ARTICLE THREE REPRESENTATIONS AND WARRANTIES Section 3.01. Representations and Warranties as to the Originators. Each of the Originators hereby represents and warrants to the Unaffiliated Seller and the Depositor, as of the Closing Date, that: (a) The Originator is a corporation duly organized, validly existing and in good standing under the laws of (i) the State of Pennsylvania (with respect to ABC and Upland) or (ii) the State of New Jersey (with respect to NJMIC) and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Originator and to perform its obligations as the Originator hereunder, and in any event the Originator is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan; the Originator has the full power and authority, corporate and otherwise, to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Originator; and all requisite corporate action has been taken by the Originator to make this Agreement valid and binding upon the Originator in accordance with its terms; (b) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of, or compliance by the Originator with, this Agreement or the sale of the Mortgage Loans pursuant to the terms of this 11
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Agreement or the consummation of the transactions contemplated by this Agreement, or if required, such approval has been obtained prior to the Closing Date; (c) Neither the execution and delivery of this Agreement, the acquisition or origination of the Mortgage Loans by the Originator or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, has or will conflict with or result in a breach of any of the terms, conditions or provisions of the Originator's charter or by-laws or any legal restriction or any agreement or instrument to which the Originator is now a party or by which it is bound or to which its property is subject, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Originator or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (d) Neither this Agreement nor the information contained in the Prospectus Supplement under the captions "The Mortgage Pool", "The Originators, the Seller and the Servicer" and "Servicing of the Mortgage Loans" nor any statement, report or other document prepared by the Originator and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement or alleged untrue statement of any material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Originator, threatened before a court, administrative agency or government tribunal against the Originator which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry on its business substantially as now conducted, or in any material liability on the part of the Originator, or which would draw into question the validity of this Agreement, the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Originator contemplated herein, or which would impair materially the ability of the Originator to perform under the terms of this Agreement or that might prohibit its entering into this Agreement or the consummation of any of the transactions contemplated hereby; (f) The Originator is not in violation of or in default with respect to, and the execution and delivery of this Agreement by the Originator and its performance of and compliance with the terms hereof will not constitute a violation or default with respect to, any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Originator or its properties or might have consequences that would materially and adversely affect its performance hereunder or under any Subservicing Agreement; (g) Upon the receipt of each Trustee's Mortgage File by the Depositor under this Agreement, the Depositor will have good title on behalf of the Trust Fund to each related Mortgage Loan and such other items comprising the corpus of the Trust Fund free and clear of any lien created by the Originator (other than liens which will be simultaneously released); (h) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Originator, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by 12
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the Originator pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) With respect to any Mortgage Loan purchased by the Originator, the Originator acquired title to the Mortgage Loan in good faith, without notice of any adverse claim; (j) The Originator does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Originator is solvent and the sale of the Mortgage Loans by the Originator pursuant to the terms of this Agreement will not cause the Originator to become insolvent. The sale of the Mortgage Loans by the Originator pursuant to the terms of this Agreement was not undertaken with the intent to hinder, delay or defraud any of the Originator's creditors; (k) The Mortgage Loans are not intentionally selected in a manner so as to affect adversely the interests of the Depositor or of any transferee of the Depositor (including the Trustee); (l) The Originator has determined that it will treat the disposition of the Mortgage Loans pursuant to this Agreement as a sale for accounting and tax purposes; (m) The Originator has not dealt with any broker or agent or anyone else that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans to the Depositor other than to the Depositor or an affiliate thereof; and (n) The consideration received by the Originator upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. Section 3.02. Representations and Warranties as to the Unaffiliated Seller. The Unaffiliated Seller hereby represents and warrants to the Depositor, as of the Closing Date, that: (a) The Unaffiliated Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in each state where a Mortgaged Property is located if the laws of such state require licensing or qualification in order to conduct business of the type conducted by the Unaffiliated Seller and to perform its obligations as the Unaffiliated Seller hereunder, and in any event the Unaffiliated Seller is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Mortgage Loan; the Unaffiliated Seller has the full power and authority, corporate and otherwise, to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Unaffiliated Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized; this Agreement evidences the valid, binding and enforceable obligation of the Unaffiliated Seller; and all requisite corporate action has been taken by the Unaffiliated Seller to make this Agreement valid and binding upon the Unaffiliated Seller in accordance with its terms; (b) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Unaffiliated Seller of or compliance by the Unaffiliated Seller with this Agreement or the sale of the Mortgage Loans pursuant to the terms of this Agreement or the consummation of the transactions contemplated by 13
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this Agreement, or if required, such approval has been obtained prior to the Closing Date; (c) Neither the execution and delivery of this Agreement, the acquisition or origination of the Mortgage Loans by the Unaffiliated Seller or the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement, has or will conflict with or result in a breach of any of the terms, conditions or provisions of the Unaffiliated Seller's charter or by-laws or any legal restriction or any agreement or instrument to which the Unaffiliated Seller is now a party or by which it is bound or to which its property is subject, or constitute a default or result in an acceleration under any of the foregoing, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Unaffiliated Seller or its property is subject, or impair the ability of the Trustee (or the Servicer as the agent of the Trustee) to realize on the Mortgage Loans, or impair the value of the Mortgage Loans; (d) Neither this Agreement nor the information contained in the Prospectus Supplement under the captions "The Mortgage Pool", "The Originators, the Seller and the Servicer" and "Servicing of the Mortgage Loans" nor any statement, report or other document prepared by the Unaffiliated Seller and furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement or alleged untrue statement of any material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading; (e) There is no action, suit, proceeding or investigation pending or, to the knowledge of the Unaffiliated Seller, threatened before a court, administrative agency or government tribunal against the Unaffiliated Seller which, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Unaffiliated Seller, or in any material impairment of the right or ability of the Unaffiliated Seller to carry on its business substantially as now conducted, or in any material liability on the part of the Unaffiliated Seller, or which would draw into question the validity of this Agreement, the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Unaffiliated Seller contemplated herein, or which would impair materially the ability of the Unaffiliated Seller to perform under the terms of this Agreement or that might prohibit its entering into this Agreement or the consummation of any of the transactions contemplated hereby; (f) The Unaffiliated Seller is not in violation of or in default with respect to, and the execution and delivery of this Agreement by the Unaffiliated Seller and its performance of and compliance with the terms hereof will not constitute a violation or default with respect to, any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation or default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Unaffiliated Seller or its properties or might have consequences that would materially and adversely affect its performance hereunder or under any Subservicing Agreement; (g) Upon the receipt of each Trustee's Mortgage File by the Depositor under this Agreement, the Depositor will have good title on behalf of the Trust Fund to each related Mortgage Loan and such other items comprising the corpus of the Trust Fund free and clear of any lien created by the Unaffiliated Seller (other than liens which will be simultaneously released); 14
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(h) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Unaffiliated Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Unaffiliated Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; (i) With respect to any Mortgage Loan purchased by the Unaffiliated Seller, the Unaffiliated Seller acquired title to the Mortgage Loan in good faith, without notice of any adverse claim; (j) The Unaffiliated Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. The Unaffiliated Seller is solvent and the sale of the Mortgage Loans by the Unaffiliated Seller pursuant to the terms of this Agreement will not cause the Unaffiliated Seller to become insolvent. The sale of the Mortgage Loans by the Unaffiliated Seller pursuant to the terms of this Agreement was not undertaken with the intent to hinder, delay or defraud any of the Unaffiliated Seller's creditors; (k) The Mortgage Loans are not intentionally selected in a manner so as to affect adversely the interests of the Depositor or of any transferee of the Depositor (including the Trustee); (l) The Unaffiliated Seller has determined that it will treat the disposition of the Mortgage Loans pursuant to this Agreement as a sale for accounting and tax purposes; (m) The Unaffiliated Seller has not dealt with any broker or agent or anyone else that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans to the Depositor other than to the Depositor or an affiliate thereof; and (n) The consideration received by the Unaffiliated Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. Section 3.03. Representations and Warranties Relating to the Mortgage Loans. The Originators represent and warrant to the Unaffiliated Seller and the Unaffiliated Seller represents to the Depositor that, as of the Closing Date, as to each Initial Mortgage Loan, and as of the Subsequent Transfer Date, as to each Subsequent Mortgage Loan, immediately prior to the sale and transfer of such Mortgage Loan by the Unaffiliated Seller to the Depositor: (a) The information set forth in each Mortgage Loan Schedule is complete, true and correct; (b) The information to be provided by the Unaffiliated Seller or the Originators, directly or indirectly, to the Depositor in connection with a Subsequent Mortgage Loan will be true and correct in all material respects at the date or dates respecting which such information is furnished; (c) Each Mortgage is a valid first or second lien on a fee simple (or its equivalent under applicable state law) estate in the real property securing the amount owed by the Mortgagor under the Mortgage Note subject only to (i) the lien of current real property taxes and assessments which are not delinquent, (ii) with respect to any Mortgage Loan identified on the Mortgage Loan Schedule as secured by a second lien, the related first mortgage loan, (iii) covenants, conditions and restrictions, rights of way, 15
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easements and other matters of public record as of the date of recording of such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions generally in the area wherein the property subject to the Mortgage is located or specifically reflected in the appraisal obtained in connection with the origination of the related Mortgage Loan obtained by the Unaffiliated Seller and (iv) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by such Mortgage; (d) Immediately prior to the transfer and assignment by the related Originator to the Unaffiliated Seller and by the Unaffiliated Seller to the Trustee, the Unaffiliated Seller and such Originator, as applicable, had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Unaffiliated Seller and such Originator has transferred all right, title and interest in each Mortgage Loan to the Trustee and the Unaffiliated Seller, as applicable; (e) As of the Cut-Off Date, no payment of principal or interest on or in respect of any Mortgage Loan remains unpaid for 30 or more days past the date the same was due in accordance with the related Mortgage Note without regard to applicable grace periods; (f) No Mortgage Loan has Mortgage Interest Rate less than 7.99% per annum and the weighted average Mortgage Interest Rate of the Mortgage Loans is 11.46%; (g) At origination, no Mortgage Loan had an original term to maturity of greater than 360 months; (h) As of the Statistical Calculation Date, the weighted average remaining term to maturity of the Mortgage Loans is 227 months; (i) To the best knowledge of the Unaffiliated Seller and each of the Originators, there is no mechanics' lien or claim for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the premises subject to any Mortgage which is or may be a lien prior to, or equal or coordinate with, the lien of such Mortgage, except those which are insured against by the title insurance policy referred to in (ff) below; (j) To the best knowledge of the Unaffiliated Seller and each of the Originators, there is no delinquent tax or assessment lien against any Mortgaged Property; (k) Such Mortgage Loan, the Mortgage, and the Mortgage Note, including, without limitation, the obligation of the Mortgagor to pay the unpaid principal of and interest on the Mortgage Note, are each not subject to any right of rescission (or any such rescission right has expired in accordance with applicable law), set-off, counterclaim, or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render either the Mortgage Note or the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim, or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim, or defense has been asserted with respect thereto; (l) To the best knowledge of the Unaffiliated Seller and each of the Originators, the Mortgaged Property is free of material damage and is in good repair, and there is no pending or threatened proceeding for the total or partial condemnation of the Mortgaged Property; 16
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(m) Neither the Originators nor the Unaffiliated Seller has received a notice of default of any first mortgage loan secured by the Mortgaged Property which has not been cured by a party other than the Unaffiliated Seller; (n) Each Mortgage Note and Mortgage are in substantially the forms previously provided to the Trustee on behalf of the Unaffiliated Seller; (o) No Mortgage Loan had, at the date of origination, a Combined Loan-to-Value Ratio in excess of 100%, and the weighted average Combined Loan-to-Value ratio of all Mortgage Loans as of the Statistical Calculation Date is approximately 76.03%; (p) The Mortgage Loan was not originated in a program in which the amount of documentation in the underwriting process was limited in comparison to the originator's normal documentation requirements; (q) No more than the following percentages of the Mortgage Loans by Principal Balance as of the Statistical Calculation Date are secured by Mortgaged Properties located in the following states: Percent of State Principal Balance ----- ----------------- Colorado 0.15% Connecticut 1.22 Delaware 3.98 Florida 2.43 Georgia 7.60 Illinois 0.64 Indiana 0.29 Kentucky 0.48 Maryland 3.34 Massachusetts 0.03 Michigan 0.08 Mississippi 1.53 North Carolina 1.03 New Jersey 30.00 New York 14.58 Ohio 1.53 Pennsylvania 26.78 South Carolina 0.32 Tennessee 0.33 Virginia 3.66 ------ 100.00% ====== (r) The Mortgage Loans were not selected by the Unaffiliated Seller or the Originators for sale hereunder or inclusion in the Trust Fund on any basis adverse to the Trust Fund relative to the portfolio of similar mortgage loans of the Unaffiliated Seller or the Originators; (s) None of the Mortgage Loans constitutes a lien on leasehold interests; (t) Each Mortgage contains customary and enforceable provisions which render the rights and remedies of the holder thereof adequate for the realization against the related Mortgaged Property of the benefits of the security including (A) in the case of a Mortgage designated as a deed of trust, by trustee's sale and (B) otherwise by judicial foreclosure. To the best of the Unaffiliated Seller's and the Originators' knowledge, there is no homestead or other exemption available to the related Mortgagor which would materially interfere with the right to sell the related Mortgaged Property at a 17
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trustee's sale or the right to foreclose the related Mortgage. The Mortgage contains customary and enforceable provisions for the acceleration of the payment of the Principal Balance of such Mortgage Loan in the event all or any part of the related Mortgaged Property is sold or otherwise transferred without the prior written consent of the holder thereof; (u) The proceeds of such Mortgage Loan have been fully disbursed, including reserves set aside by the Unaffiliated Seller or the Originators, there is no requirement for, and neither the Unaffiliated Seller nor the Originators shall make any, future advances thereunder. Any future advances made prior to the Cut-Off Date have been consolidated with the principal balance secured by the Mortgage, and such principal balance, as consolidated, bears a single interest rate and single repayment term reflected on the applicable Mortgage Loan Schedule. The Principal Balance as of the Cut-Off Date does not exceed the original principal amount of such Mortgage Loan. Except with respect to no more than $150,000 of escrow funds, any and all requirements as to completion of any on-site or off-site improvements and as to disbursements of any escrow funds therefor have been complied with. All costs, fees, and expenses incurred in making, or recording such Mortgage Loan have been paid; (v) All Mortgage Loans were originated in compliance with the Originators' Underwriting Guidelines; (w) The terms of the Mortgage and Mortgage Note have not been impaired, waived, altered, or modified in any respect, except by a written instrument which has been recorded, if necessary, to protect the interest of the Trustee and which has been delivered to the Trustee. The substance of any such alteration or modification is or as to Subsequent Mortgage Loans will be reflected on the applicable Mortgage Loan Schedule and, to the extent necessary, has been or will be approved by (i) the insurer under the applicable mortgage title insurance policy, and (ii) the insurer under any other insurance policy required hereunder for such Mortgage Loan where such insurance policy requires approval and the failure to procure approval would impair coverage under such policy; (x) No instrument of release, waiver, alteration, or modification has been executed in connection with such Mortgage Loan, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement which has been approved by the insurer under any insurance policy required hereunder for such Mortgage Loan where such policy requires approval and the failure to procure approval would impair coverage under such policy, and which is part of the Mortgage File and has been delivered to the Trustee, and the terms of which are reflected in the applicable Mortgage Loan Schedule; (y) Other than delinquencies described in clause (e) above, there is no default, breach, violation, or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute such a default, breach, violation or event of acceleration, and neither the Originators nor the Unaffiliated Seller has waived any such default, breach, violation or event of acceleration. All taxes, governmental assessments (including assessments payable in future installments), insurance premiums, water, sewer, and municipal charges, leaseholder payments, or ground rents which previously became due and owing in respect of or affecting the related Mortgaged Property have been paid. Neither the Originators nor the Unaffiliated Seller has advanced funds, or induced, solicited, or knowingly received any advance of funds by a party other than the Mortgagor, directly or indirectly, for the payment of any amount required by the Mortgage or the Mortgage Note; 18
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(z) All of the improvements which were included for the purposes of determining the Appraised Value of the Mortgaged Property were completed at the time that such Mortgage Loan was originated and lie wholly within the boundaries and building restriction lines of such Mortgaged Property. Except for de minimis encroachments, no improvements on adjoining properties encroach upon the Mortgaged Property. To the best of the Unaffiliated Seller's and the Originators' knowledge, no improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation. All inspections, licenses, and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property (including all such improvements which were included for the purpose of determining such Appraised Value) and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy and fire underwriters certificates, have been made or obtained from the appropriate authorities and the Mortgaged Property is lawfully occupied under applicable law; (aa) To the best of the Unaffiliated Seller's and the Originators' knowledge, there do not exist any circumstances or conditions with respect to the Mortgage, the Mortgaged Property, the Mortgagor, or the Mortgagor's credit standing that can be reasonably expected to cause such Mortgage Loan to become delinquent or adversely affect the value or marketability of such Mortgage Loan, other than any such circumstances or conditions permitted under the Originator's Underwriting Guidelines; (bb) All parties which have had any interest in the Mortgage, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) (i) in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located and (ii) (A) organized under the laws of such state, (B) qualified to do business in such state, (C) federal savings and loan associations or national banks having principal offices in such state, (D) not doing business in such state, or (E) not required to qualify to do business in such state; (cc) The Mortgage Note and the Mortgage are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and except that the equitable remedy of specific performance and other equitable remedies are subject to the discretion of the courts. All parties to the Mortgage Note and the Mortgage had legal capacity to execute the Mortgage Note and the Mortgage and convey the estate therein purported to be conveyed, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties or pursuant to a valid power-of-attorney that has been recorded with the Mortgage; (dd) The transfer of the Mortgage Note and the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Depositor all right, title, and interest of the Unaffiliated Seller and the Originators thereto as note holder and mortgagee or (ii) to grant to the Depositor the security interest referred to in Section 6.07 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The assignment of Mortgage delivered to the Trustee pursuant to Section 2.04(a)(iv) is in recordable form and is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Trustee of the endorsed Mortgage Note, and such assignment of Mortgage, and the delivery of such assignment of Mortgage for recording to, and the due recording of such assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are sufficient to permit the Trustee to avail itself of all protection available 19
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under applicable law against the claims of any present or future creditors of the Unaffiliated Seller and the Originators, and are sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Unaffiliated Seller or the Originators from being enforceable; (ee) Any and all requirements of any federal, state, or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, or disclosure laws applicable to such Mortgage Loan have been complied with, and the Servicer shall maintain in its possession, available for the Trustee's inspection, and shall deliver to the Trustee or its designee upon demand, evidence of compliance with all such requirements. The consummation of the transactions contemplated by this Agreement will not cause the violation of any such laws; (ff) Such Mortgage Loan is covered by an ALTA mortgage title insurance policy or such other generally used and acceptable form of policy, issued by and the valid and binding obligation of a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the Unaffiliated Seller, and its successors and assigns, as to the first or second priority lien, as applicable, of the Mortgage in the original principal amount of such Mortgage Loan. The assignment to the Trustee of the Unaffiliated Seller's interest in such mortgage title insurance policy does not require the consent of or notification to the insurer. Such mortgage title insurance policy is in full force and effect and will be in full force and effect and inure to the benefit of the Trustee upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such mortgage title insurance policy and neither the Unaffiliated Seller nor any prior holder of the Mortgage has done, by act or omission, anything which would impair the coverage of such mortgage title insurance policy; (gg) All improvements upon the Mortgaged Property are insured against loss by fire, hazards of extended coverage, and such other hazards as are customary in the area where the Mortgaged Property is located pursuant to insurance policies conforming to the requirements of Section 3.05 hereof. If the Mortgaged Property at origination was located in an area identified on a flood hazard boundary map or flood insurance rate map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available), such Mortgaged Property was covered by flood insurance at origination. Each individual insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Trustee upon the consummation of the transactions contemplated by this Agreement, and contain a standard mortgage clause naming the originator of such Mortgage Loan, and its successors and assigns, as mortgagee and loss payee. All premiums thereon have been paid. The Mortgage obligates the Mortgagor to maintain all such insurance at the Mortgagor's cost and expense, and upon the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at the Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor, and none of the Unaffiliated Seller, the related Originator or any prior holder of the Mortgage has acted or failed to act so as to impair the coverage of any such insurance policy or the validity, binding effect, and enforceability thereof; (hh) If the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and is named in such Mortgage, as no fees or expenses are or will become payable by the Trustee or the Certificateholders to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor; (ii) The Mortgaged Property consists of one or more parcels of real property separately assessed for tax purposes. To the extent there is erected thereon a detached or an attached one-family residence or a detached 20
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two-to six-family dwelling, or an individual condominium unit in a low-rise condominium, or an individual unit in a planned unit development, or a commercial property, or a mixed use or multiple purpose property, such residence, dwelling or unit is not (i) a unit in a cooperative apartment, (ii) a property constituting part of a syndication, (iii) a time share unit, (iv) a property held in trust, (v) a mobile home, (vi) a manufactured dwelling, (vii) a log-constructed home, or (viii) a recreational vehicle; (jj) There exist no material deficiencies with respect to escrow deposits and payments, if such are required, for which customary arrangements for repayment thereof have not been made or which the Unaffiliated Seller or the related Originator expects not to be cured, and no escrow deposits or payments of other charges or payments due the Unaffiliated Seller have been capitalized under the Mortgage or the Mortgage Note; (kk) Such Mortgage Loan was not originated at a below market interest rate. Such Mortgage Loan does not have a shared appreciation feature, or other contingent interest feature; (ll) The origination and collection practices used by the Unaffiliated Seller, the Originators or the Servicer with respect to such Mortgage Loan have been in all respects legal, proper, prudent, and customary in the mortgage origination and servicing business; (mm) The Mortgagor has, to the extent required by applicable law, executed a statement to the effect that the Mortgagor has received all disclosure materials, if any, required by applicable law with respect to the making of fixed-rate mortgage loans. The Servicer shall maintain or cause to be maintained such statement in the Mortgage File; (nn) All amounts received by the Unaffiliated Seller or the Originators with respect to such Mortgage Loan after the Cut-Off Date and required to be deposited in the Certificate Account have been so deposited in the Certificate Account and are, as of the Closing Date, or will be as of the Subsequent Transfer Date, as applicable, in the Certificate Account; (oo) The appraisal report with respect to the Mortgaged Property contained in the Mortgage File was signed prior to the approval of the application for such Mortgage Loan by a qualified appraiser, duly appointed by the originator of such Mortgage Loan, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof and whose compensation is not affected by the approval or disapproval of such application; (pp) When measured by the Cut-Off Date Balances of all Mortgage Loans as of the Statistical Calculation Date, the Mortgagors with respect to at least 85% of the Mortgage Loans represented at the time of origination that the Mortgagor would occupy the Mortgaged Property as the Mortgagor's primary residence; (qq) Each of the Originators and the Unaffiliated Seller has no knowledge with respect to the Mortgaged Property of any governmental or regulatory action or third party claim made, instituted or threatened in writing relating to a violation of any applicable federal, state or local environmental law, statute, ordinance, regulation, order, decree or standard; (rr) Each Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code; (ss) With respect to second lien Mortgage Loans: 21
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(i) the Unaffiliated Seller has no knowledge that the Mortgagor has received notice from the holder of the prior mortgage that such prior mortgage is in default, (ii) no consent from the holder of the prior mortgage is needed for the creation of the second lien Mortgage or, if required, has been obtained and is in the related Mortgage File, (iii) if the prior mortgage has a negative amortization, the Combined Loan-to-Value Ratio was determined using the maximum loan amount of such prior mortgage, (iv) the related first mortgage loan encumbering the related Mortgaged Property does not have a mandatory future advance provision, and (v) the Mortgage Loans conform in all material respects to the description thereof in the Prospectus Supplement. (tt) Each of the Originators and the Unaffiliated Seller further represents and warrants to the Trustee and the Certificateholders that as of the Subsequent Cut-Off Date all representations and warranties set forth in clauses (a) through (ss) above will be correct in all material respects as to each Subsequent Mortgage Loan, and the representations so made in this subsection (tt) as to the following matters will be deemed to be correct if: (i) each Subsequent Mortgage Loan is not 30 or more days contractually delinquent as of the related Subsequent Cut-Off Date; (ii) the original term to maturity of each Subsequent Mortgage Loan does not exceed 360 months; (iii) each Subsequent Mortgage Loan has a Mortgage Interest Rate of at least 7.90%; (iv) the purchase of the Subsequent Mortgage Loans is consented to by the Certificate Insurer and the Rating Agencies; (v) the principal balance of any Subsequent Mortgage Loan does not exceed $375,000.00; (vi) no more than 15% of the Subsequent Mortgage Loans are second liens; (vii) no Subsequent Mortgage Loan has a CLTV of more than, (A) for consumer purpose loans, 95%, and (B) for business purpose loans, 75%; (viii) no more than 40% of the Subsequent Mortgage Loans are Balloon Loans; (ix) no more than 9% of the Subsequent Mortgage Loans are secured by mixed-use properties, commercial properties, or four or more unit multifamily properties; (x) no more than 3% of the Subsequent Mortgage Loans are secured by commercial properties; and (xi) following the purchase of the Subsequent Mortgage Loans by the Trust, the Mortgage Loans (including the Subsequent Mortgage Loans) (A) will have a weighted average Mortgage Rate, (I) for consumer purpose loans, of at least 11.25% and (II) for business purpose loans, of at least 15.80%; and (B) will have a weighted average CLTV of not more than (I) for consumer purpose loans, 80%, and (II) for business purpose loans, 64%. (uu) To the best of the Unaffiliated Seller's and the Originators' knowledge, no error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan; (vv) Each Mortgaged Property is in compliance with all environmental laws, ordinances, rules, regulations and orders of federal, state or governmental authorities relating thereto. No hazardous material has been or is incorporated in, stored on or under, released from, treated on, transported to or from, or disposed of on or from, any Mortgaged Property such that, under applicable law (A) any such hazardous material would be required to be eliminated before the Mortgaged Property could be altered, renovated, demolished or transferred, or (B) the owner of the Mortgaged Property, or the holder of a 22
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security interest therein, could be subjected to liability for the removal of such hazardous material or the elimination of the hazard created thereby. Neither the Seller or any Mortgagor has received notification from any federal, state or other governmental authority relating to any hazardous materials on or affecting the Mortgaged Property or to any potential or known liability under any environmental law arising from the ownership or operation of the Mortgaged Property. For the purposes of this subsection, the term "hazardous materials" shall include, without limitation, gasoline, petroleum products, explosives, radioactive materials, polychlorinated biphenyls or related or similar materials, asbestos or any material containing asbestos, lead, lead-based paint and any other substance or material as may be defined as a hazardous or toxic substance by any federal, state or local environmental law, ordinance, rule, regulation or order, including, without limitation, CERCLA, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Toxic Substances Control Act and any regulations promulgated pursuant thereto; and (ww) With respect to any business purpose loan, the related Mortgage Note contains an acceleration clause, accelerating the maturity date under the Mortgage Note to the date the individual guarantying such loan becomes subject to any bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally. Section 3.04. Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Unaffiliated Seller, as of the date of execution of this Agreement and the Closing Date, that: (a) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) The Depositor has the corporate power and authority to purchase each Mortgage Loan and to execute, deliver and perform, and to enter into and consummate all the transactions contemplated by this Agreement; (c) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, and, assuming the due authorization, execution and delivery hereof by the Unaffiliated Seller, constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery and performance of or compliance by the Depositor with this Agreement or the consummation by the Depositor of any of the transactions contemplated hereby, except such as have been made on or prior to the Closing Date; (e) The Depositor has filed or will file the Prospectus and Prospectus Supplement with the Commission in accordance with Rule 424(b) under the Securities Act; and (f) None of the execution and delivery of this Agreement, the purchase of the Mortgage Loans from the Unaffiliated Seller, the consummation of the other transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement, (i) conflicts or will conflict 23
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with the charter or bylaws of the Depositor or conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute a default or results or will result in an acceleration under, any term, condition or provision of any indenture, deed of trust, contract or other agreement or other instrument to which the Depositor is a party or by which it is bound and which is material to the Depositor, or (ii) results or will result in a violation of any law, rule, regulation, order, judgment or decree of any court or governmental authority having jurisdiction over the Depositor. Section 3.05. Repurchase Obligation for Defective Documentation and for Breach of a Representation or Warranty. (a) Each of the representations and warranties contained in Sections 3.01, 3.02 and 3.03 shall survive the purchase by the Depositor of the Mortgage Loans and the subsequent transfer thereof by the Depositor to the Trustee and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the Pooling and Servicing Agreement. (b) With respect to any representation or warranty contained in Section 3.01 that is made to the best of the Originators' knowledge or contained in Sections 3.02 or 3.03 hereof that is made to the best of the Unaffiliated Seller's and the Originators' knowledge, if it is discovered by the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder that the substance of such representation and warranty was inaccurate as of the Closing Date and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Originators' or the Unaffiliated Seller's lack of knowledge with respect to the inaccuracy at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Upon discovery by the Originators, the Unaffiliated Seller, the Servicer, any Subservicer, the Trustee, the Certificate Insurer or any Certificateholder of a breach of any of such representations and warranties which materially and adversely affects the value of Mortgage Loans or the interest of the Certificateholders, or which materially and adversely affects the interests of the Certificate Insurer or the Certificateholders in the related Mortgage Loan in the case of a representation and warranty relating to a particular Mortgage Loan (notwithstanding that such representation and warranty was made to the Originators' or the Unaffiliated Seller's best knowledge), the party discovering such breach shall give pursuant to Section 3.03 of the Pooling and Servicing Agreement prompt written notice to the others. Subject to the next to last paragraph of this Section 3.05, within 60 days of the earlier of its discovery or its receipt of notice of any breach of a representation or warranty, the Unaffiliated Seller and the Originators shall (a) promptly cure such breach in all material respects, or (b) purchase such Mortgage Loan at a purchase price equal to the Principal Balance of such Mortgage Loan as of the date of purchase, plus the greater of (i) all accrued and unpaid interest on such Principal Balance and (ii) 30 days' interest on such Principal Balance, computed at the Mortgage Interest Rate, net of the Servicing Fee if the Unaffiliated Seller is the Servicer, plus the amount of any unreimbursed Servicing Advances made by the Servicer with respect to such Mortgage Loan, or (c) remove such Mortgage Loan from the Trust Fund (in which case it shall become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute Mortgage Loans; provided, that, such substitution is effected not later than the date which is 2 years after the Startup Day or at such later date, if the Trustee and the Certificate Insurer receive an Opinion of Counsel to the effect set forth below in this Section. Any such substitution shall be accompanied by payment by the Unaffiliated Seller of the Substitution Adjustment, if any, to be deposited in the Certificate Account pursuant to the Pooling and Servicing Agreement. The Originators shall cooperate with the Unaffiliated Seller to cure any breach and shall reimburse the Unaffiliated Seller for the costs and expenses related to any cure, substitution (including any Substitution Adjustment) or repurchase incurred by the Unaffiliated Seller pursuant to this Section 3.05. 24
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(c) As to any Deleted Mortgage Loan for which the Unaffiliated Seller or an Originator substitutes a Qualified Substitute Mortgage Loan or Loans, the Unaffiliated Seller or such Originator shall effect such substitution by delivering to the Trustee a certification in the form attached to the Pooling and Servicing Agreement as Exhibit H, executed by a Servicing Officer and the documents described in Section 2.06(a) for such Qualified Substitute Mortgage Loan or Loans. Pursuant to the Pooling and Servicing Agreement, upon receipt by the Trustee of a certification of a Servicing Officer of such substitution or purchase and, in the case of a substitution, upon receipt of the related Trustee's Mortgage File, and the deposit of certain amounts in the Certificate Account pursuant to Section 2.07(b) of the Pooling and Servicing Agreement (which certification shall be in the form of Exhibit H to the Pooling and Servicing Agreement), the Trustee shall be required to release to the Servicer for release to the Unaffiliated Seller the related Trustee's Mortgage File and shall be required to execute, without recourse, and deliver such instruments of transfer furnished by the Unaffiliated Seller as may be necessary to transfer such Mortgage Loan to the Unaffiliated Seller or such Originator. (d) Pursuant to the Pooling and Servicing Agreement, the Servicer shall deposit in the Certificate Account all payments received in connection with such Qualified Substitute Mortgage Loan or Loans after the date of such substitution. Monthly Payments received with respect to Qualified Substitute Mortgage Loans on or before the date of substitution will be retained by the Unaffiliated Seller. The Trust Fund will own all payments received on the Deleted Mortgage Loan on or before the date of substitution, and the Unaffiliated Seller shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the Servicer shall be required to give written notice to the Trustee and the Certificate Insurer that such substitution has taken place and shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of the Pooling and Servicing Agreement and the substitution of the Qualified Substitute Mortgage Loan. The parties hereto agree to amend the Mortgage Loan Schedule accordingly. Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of the Pooling and Servicing Agreement and this Agreement in all respects, and the Unaffiliated Seller shall be deemed to have made with respect to such Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties set forth in Sections 3.02 and 3.03 herein. On the date of such substitution, the Unaffiliated Seller will remit to the Servicer and pursuant to the Pooling and Servicing Agreement the Servicer will deposit into the Certificate Account an amount equal to the Substitution Adjustment, if any. (e) It is understood and agreed that the obligations of the Unaffiliated Seller and the Originator set forth in Section 2.06 and this Section 3.05 to cure, purchase or substitute for a defective Mortgage Loan as provided in Section 2.06 and this Section 3.05 constitute the sole remedies of the Depositor, the Trustee, the Certificate Insurer and the Certificateholders respecting a breach of the foregoing representations and warranties. (f) Any cause of action against the Unaffiliated Seller or an Originator relating to or arising out of the breach of any representations and warranties or covenants made in Sections 2.06, 3.02 or 3.03 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by any party and notice thereof to the Unaffiliated Seller or such Originator, (ii) failure by the Unaffiliated Seller or such Originator to cure such breach or purchase or substitute such Mortgage Loan as specified above, and (iii) demand upon the Unaffiliated Seller or such Originator by the Trustee for all amounts payable in respect of such Mortgage Loan. (g) Notwithstanding any contrary provision of this Agreement, with respect to any Mortgage Loan which is not in default or as to which no default is imminent, no purchase, or substitution pursuant to Section 2.06(b) or 25
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this Section 3.05 shall be made unless the Unaffiliated Seller provides to the Trustee and the Certificate Insurer an Opinion of Counsel to the effect that such purchase or substitution would not (i) result in the imposition of taxes on "prohibited transactions" of the REMIC Trust, as defined in Section 860F of the Code or a tax on contributions to the REMIC Trust under the REMIC Provisions, or (ii) cause the REMIC Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding. Any Mortgage Loan as to which purchase or substitution was delayed pursuant to this paragraph shall be purchased or substituted (subject to compliance with Section 2.06 and this Section 3.05) upon the earlier of (a) the occurrence of a default or imminent default with respect to such loan and (b) receipt by the Trustee and the Certificate Insurer of an Opinion of Counsel to the effect that such purchase or substitution will not result in the events described in clauses (i) and (ii) of the preceding sentence. (h) Pursuant to the Pooling and Servicing Agreement, upon discovery by the Unaffiliated Seller, the Servicer, the Trustee, the Certificate Insurer or any Certificateholder that any Mortgage Loan does not constitute a Qualified Mortgage, the party discovering such fact shall promptly (and in any event within 5 days of the discovery) give written notice thereof to the other parties. In connection therewith, the Unaffiliated Seller or the related Originator shall repurchase or substitute a Qualified Substitute Mortgage Loan for the affected Mortgage Loan within 90 days of the earlier of such discovery by any of the foregoing parties, or the Trustee's or the Unaffiliated Seller's receipt of notice, in the same manner as it would a Mortgage Loan for a breach of representation or warranty contained in Sections 3.02 or 3.03. Pursuant to the Pooling and Servicing Agreement the Trustee shall reconvey to the Unaffiliated Seller or the related Originator the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty contained in Sections 3.02 or 3.03. (i) Notwithstanding anything in this Agreement or the Pooling and Servicing Agreement to the contrary, the Unaffiliated Seller's repurchase obligations hereunder shall not include failure of the Trustee to record assignments of the Mortgage Loans referenced in clause (a)(iii) in Section 2.05. All parties hereto acknowledge and agree that the Trustee has the responsibility to record all such assignments of the Mortgage Loans to the Trustee. (j) Each of the Originators and the Unaffiliated Seller shall be jointly and severally responsible for any repurchase, cure or substitution obligation of any of the Originators or the Unaffiliated Seller under this Agreement and the Pooling and Servicing Agreement. ARTICLE FOUR THE UNAFFILIATED SELLER Section 4.01. Covenants of the Originators and the Unaffiliated Seller. Each of the Originators and the Unaffiliated Seller covenants to the Depositor as follows: (a) The Originators and the Unaffiliated Seller shall cooperate with the Depositor and the firm of independent certified public accountants retained with respect to the issuance of the Certificates in making available all information and taking all steps reasonably necessary to permit the accountants' letters required hereunder to be delivered within the times set for delivery herein. (b) The Unaffiliated Seller agrees to satisfy or cause to be satisfied on or prior to the Closing Date, all of the conditions to the Depositor's obligations set forth in Section 5.01 hereof that are within the Unaffiliated Seller's (or its agents') control. 26
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(c) The Originators and the Unaffiliated Seller hereby agree to do all acts, transactions, and things and to execute and deliver all agreements, documents, instruments, and papers by and on behalf of the Originators or the Unaffiliated Seller as the Depositor or its counsel may reasonably request in order to consummate the transfer of the Mortgage Loans to the Depositor and the subsequent transfer thereof to the Trustee, and the rating, issuance and sale of the Certificates. Section 4.02. Merger or Consolidation. Each of the Originators and the Unaffiliated Seller will keep in full effect its existence, rights and franchises as a corporation and will obtain and preserve its qualification to do business as a foreign corporation, in each jurisdiction necessary to protect the validity and enforceability of this Agreement or any of the Mortgage Loans and to perform its duties under this Agreement. Any Person into which any of the Originators or the Unaffiliated Seller may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Originators or the Unaffiliated Seller shall be a party, or any Person succeeding to the business of the Originators or the Unaffiliated Seller, shall be approved by the Certificate Insurer which approval shall not be unreasonably withheld. If the approval of the Certificate Insurer is not required, the successor shall be an established mortgage loan servicing institution that is a Permitted Transferee and in all events shall be the successor of the Originators or the Unaffiliated Seller without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The Originators and the Unaffiliated Seller shall send notice of any such merger or consolidation to the Trustee and the Certificate Insurer. Section 4.03. Costs. In connection with the transactions contemplated under this Agreement and the Pooling and Servicing Agreement, the Unaffiliated Seller shall promptly pay (or shall promptly reimburse the Depositor to the extent that the Depositor shall have paid or otherwise incurred): (a) the fees and disbursements of the Depositor's, the Seller's and the Originator's counsel; (b) the fees of S&P and Moody's; (c) any of the fees of the Trustee and the fees and disbursements of the Trustee's counsel; (d) expenses incurred in connection with printing the Prospectus, the Prospectus Supplement, any amendment or supplement thereto, any preliminary prospectus and the Certificates; (e) fees and expenses relating to the filing of documents with the Securities and Exchange Commission (including without limitation periodic reports under the Exchange Act); (f) the shelf registration amortization fee of 0.04% of the Class A Certificate Principal Balance on the Closing Date, paid in connection with the issuance of Certificates; and (g) all of the initial expenses (not to exceed $75,000) of the Certificate Insurer including, without limitation, legal fees and expenses, accountant fees and expenses and expenses in connection with due diligence conducted on the Mortgage Files. For the avoidance of doubt, the parties hereto acknowledge that it is the intention of the parties that the Depositor shall not pay any of the Trustee's fees and expenses in connection with the transactions contemplated by the Pooling and Servicing Agreement. All other costs and expenses in connection with the transactions contemplated hereunder shall be borne by the party incurring such expenses. Section 4.04. Indemnification. (a) (i) The Originators and the Unaffiliated Seller, jointly and severally, agree to indemnify and hold harmless the Depositor, each of its directors, each of its officers who have signed the Registration Statement, and each of its directors and each person or entity who controls the Depositor or any such person, within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint and several, to which the Depositor or any such person or entity may become subject, under the Securities Act or otherwise, and will reimburse the Depositor and each such controlling person for any legal or other expenses incurred by the Depositor or such controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue 27
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statement of any material fact contained in the Prospectus Supplement or any amendment or supplement to the Prospectus Supplement or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements in the Prospectus Supplement or any amendment or supplement to the Prospectus Supplement approved in writing by the Originators or the Unaffiliated Seller, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission relates to the information contained in the Prospectus Supplement referred to in Section 3.01(d). This indemnity agreement will be in addition to any liability which the Originators and the Unaffiliated Seller may otherwise have. (ii) The Originators and the Unaffiliated Seller, jointly and severally, agree to indemnify and to hold the Depositor harmless against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, fees and expenses that the Depositor may sustain in any way related to the failure of any of the Originators or the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. The Originators or the Unaffiliated Seller shall immediately notify the Depositor if a claim is made by a third party with respect to this Agreement, and the Originators or the Unaffiliated Seller shall assume the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against the Depositor in respect of such claim. Pursuant to the Pooling and Servicing Agreement, the Trustee shall reimburse the Unaffiliated Seller in accordance with the Pooling and Servicing Agreement for all amounts advanced by the Unaffiliated Seller pursuant to the preceding sentence except when the claim relates directly to the failure of the Unaffiliated Seller to perform its duties in compliance with the terms of this Agreement. (b) The Depositor agrees to indemnify and hold harmless each of the Originators and the Unaffiliated Seller, each of their respective directors and each person or entity who controls the Originators or the Unaffiliated Seller or any such person, within the meaning of Section 15 of the Securities Act, against any and all losses, claims, damages or liabilities, joint and several, to which the Originators or the Unaffiliated Seller or any such person or entity may become subject, under the Securities Act or otherwise, and will reimburse the Originators and the Unaffiliated Seller and any such director or controlling person for any legal or other expenses incurred by such party or any such director or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, the Prospectus Supplement, any amendment or supplement to the Prospectus or the Prospectus Supplement or the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is other than a statement or omission relating to the information set forth in subsection (a)(i) of this Section 4.04; provided, however, that in no event shall the Depositor be liable to the Unaffiliated Seller under this paragraph (b) in an amount in excess of the Depositor's resale profit or the underwriting fee on the sale of the Certificates. This indemnity agreement will be in addition to any liability which the Depositor may otherwise have. (c) Promptly after receipt by an indemnified party under this Section 4.04 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under this Section 4.04, notify the indemnifying party in writing of the 28
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commencement thereof, but the omission to so notify the indemnifying party will not relieve the indemnifying party from any liability which the indemnifying party may have to any indemnified party hereunder except to the extent such indemnifying party has been prejudiced thereby. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party. After notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 4.04 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. The indemnifying party shall not be liable for the expenses of more than one separate counsel. (d) In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in the preceding parts of this Section 4.04 is for any reason held to be unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or subsection (b) of this Section 4.04 in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof); provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. In determining the amount of contribution to which the respective parties are entitled, there shall be considered the relative benefits received by the Originators and the Unaffiliated Seller on the one hand, and the Depositor on the other, the Originators', the Unaffiliated Seller's and the Depositor's relative knowledge and access to information concerning the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and any other equitable considerations appropriate in the circumstances. The Originators, the Unaffiliated Seller and the Depositor agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation. For purposes of this Section 4.04, each director of the Depositor, each officer of the Depositor who signed the Registration Statement, and each person, if any who controls the Depositor within the meaning of Section 15 of the Securities Act, shall have the same rights to contribution as the Depositor, and each director of the Originators or the Unaffiliated Seller, and each person, if any who controls the Originators or the Unaffiliated Seller within the meaning of Section 15 of the Securities Act, shall have the same rights to contribution as the Originators and the Unaffiliated Seller. ARTICLE FIVE CONDITIONS OF CLOSING Section 5.01. Conditions of Depositor's Obligations. The obligations of the Depositor to purchase the Mortgage Loans will be subject to 29
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the satisfaction on the Closing Date of the following conditions. Upon payment of the purchase price for the Mortgage Loans, such conditions shall be deemed satisfied or waived. (a) Each of the obligations of the Unaffiliated Seller required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Unaffiliated Seller under this Agreement shall be true and correct as of the Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, and the Depositor shall have received a certificate to the effect of the foregoing signed by an authorized officer of the Unaffiliated Seller. (b) The Depositor shall have received a letter dated the date of this Agreement, in form and substance acceptable to the Depositor and its counsel, prepared by Deloitte & Touche LLP, independent certified public accountants, regarding the numerical information contained in the Prospectus Supplement under the captions "Prepayment and Yield Considerations" and "The Mortgage Pool." (c) The Mortgage Loans will be acceptable to the Depositor, in its sole discretion. (d) The Depositor shall have received the following additional closing documents, in form and substance satisfactory to the Depositor and its counsel: (i) the Mortgage Loan Schedule; (ii) the Pooling and Servicing Agreement dated as of June 1, 1998 and the Underwriting Agreement dated as of June 2, 1998 between the Depositor and Prudential Securities Incorporated and all documents required thereunder, duly executed and delivered by each of the parties thereto other than the Depositor; (iii) officer's certificates of an officer of each of the Originators and the Unaffiliated Seller, dated as of the Closing Date, and attached thereto resolutions of the board of directors and a copy of the charter and by-laws; (iv) copy of each of the Originators and the Unaffiliated Seller's charter and all amendments, revisions, and supplements thereof, certified by a secretary of each entity; (v) an opinion of the counsel for the Originators and the Unaffiliated Seller as to various corporate matters (it being agreed that the opinion shall expressly provide that the Trustee shall be entitled to rely on the opinion); (vi) opinions of counsel for the Unaffiliated Seller, in forms acceptable to the Depositor, its counsel, S&P and Moody's as to such matters as shall be required for the assignment of a rating to the Class A Certificates of AAA by S&P, and Aaa by Moody's (it being agreed that such opinions shall expressly provide that the Trustee shall be entitled to rely on such opinions); (vii) a letter from Moody's that it has assigned a rating of Aaa to the Class A Certificates; (viii) a letter from S&P that it has assigned a rating of AAA to the Class A Certificates; 30
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(ix) an opinion of counsel for the Trustee in form and substance acceptable to the Depositor, its counsel, Moody's and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); (x) an opinion or opinions of counsel for the Servicer, in form and substance acceptable to the Depositor, its counsel, Moody's and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion); and (xi) an opinion or opinions of counsel for the Certificate Insurer, in each case in form and substance acceptable to the Depositor, its counsel, Moody's and S&P (it being agreed that the opinion shall expressly provide that the Unaffiliated Seller shall be entitled to rely on the opinion). (e) The Certificate Insurance Policy shall have been duly executed, delivered and issued with respect to the Class A Certificates. (f) All proceedings in connection with the transactions contemplated by this Agreement and all documents incident hereto shall be satisfactory in form and substance to the Depositor and its counsel. (g) The Unaffiliated Seller shall have furnished the Depositor with such other certificates of its officers or others and such other documents or opinions as the Depositor or its counsel may reasonably request. Section 5.02. Conditions of Unaffiliated Seller's Obligations. The obligations of the Unaffiliated Seller under this Agreement shall be subject to the satisfaction, on the Closing Date, of the following conditions: (a) Each of the obligations of the Depositor required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Depositor contained in this Agreement shall be true and correct as of the Closing Date and the Unaffiliated Seller shall have received a certificate to that effect signed by an authorized officer of the Depositor. (b) The Unaffiliated Seller shall have received the following additional documents: (i) the Pooling and Servicing Agreement, and all documents required thereunder, in each case executed by the Depositor as applicable; and (ii) a copy of a letter from Moody's to the Depositor to the effect that it has assigned a rating of Aaa to the Class A Certificates and a copy of a letter from S&P to the Depositor to the effect that it has assigned a rating of AAA to the Class A Certificates. (iii) an opinion of counsel for the Trustee in form and substance acceptable to the Unaffiliated Seller and its counsel; (iv) an opinion or opinions of counsel for the Certificate Insurer, in each case in form and substance acceptable to the Unaffiliated Seller and its counsel; 31
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(v) an opinion of the counsel for the Depositor as to securities and tax matters; and (vi) an opinion of the counsel for the Depositor as to true sale matters. (c) The Depositor shall have furnished the Unaffiliated Seller with such other certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as the Unaffiliated Seller may reasonably request. Section 5.03. Termination of Depositor's Obligations. The Depositor may terminate its obligations hereunder by notice to the Unaffiliated Seller at any time before delivery of and payment of the purchase price for the Mortgage Loans if: (a) any of the conditions set forth in Section 5.01 are not satisfied when and as provided therein; (b) there shall have been the entry of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Unaffiliated Seller, or for the winding up or liquidation of the affairs of the Unaffiliated Seller; (c) there shall have been the consent by the Unaffiliated Seller to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Unaffiliated Seller or of or relating to substantially all of the property of the Unaffiliated Seller; (d) any purchase and assumption agreement with respect to the Unaffiliated Seller or the assets and properties of the Unaffiliated Seller shall have been entered into; or (e) a Termination Event shall have occurred. The termination of the Depositor's obligations hereunder shall not terminate the Depositor's rights hereunder or its right to exercise any remedy available to it at law or in equity. ARTICLE SIX MISCELLANEOUS Section 6.01. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered to or mailed by registered mail, postage prepaid, or transmitted by telex or telegraph and confirmed by a similar mailed writing, if to the Depositor, addressed to the Depositor at Prudential Securities Secured Financing Corporation, One New York Plaza, 14th Floor, New York, New York 10292, Attention: Asset Finance Group, or to such other address as the Depositor may designate in writing to the Unaffiliated Seller and if to the Unaffiliated Seller, addressed to the Unaffiliated Seller at ABFS 1998-2, Inc., Balapointe Office Centre, 111 Presidential Boulevard, Suite 215, Bala Cynwyd, Pennsylvania 19004, Attention: Mr. Anthony Santilli, Jr., or to such other address as the Unaffiliated Seller may designate in writing to the Depositor. Section 6.02. Severability of Provisions. Any part, provision, representation, warranty or covenant of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. Any part, provision, representation, warranty or covenant of this Agreement which is prohibited or unenforceable or is held to be void or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of law which prohibits or renders void or unenforceable any provision hereof. 32
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Section 6.03. Agreement of Unaffiliated Seller. The Unaffiliated Seller agrees to execute and deliver such instruments and take such actions as the Depositor may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement. Section 6.04. Survival. The parties to this Agreement agree that the representations, warranties and agreements made by each of them herein and in any certificate or other instrument delivered pursuant hereto shall be deemed to be relied upon by the other party hereto, notwithstanding any investigation heretofore or hereafter made by such other party or on such other party's behalf, and that the representations, warranties and agreements made by the parties hereto in this Agreement or in any such certificate or other instrument shall survive the delivery of and payment for the Mortgage Loans. Section 6.05. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 6.06. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns. Except as expressly permitted by the terms hereof, this Agreement may not be assigned, pledged or hypothecated by any party hereto to a third party without the written consent of the other party to this Agreement and the Certificate Insurer; provided, however, that the Depositor may assign its rights hereunder without the consent of the Unaffiliated Seller. Section 6.07. Confirmation of Intent; Grant of Security Interest. It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor as contemplated by this Unaffiliated Seller's Agreement be, and be treated for all purposes as, a sale of the Mortgage Loans. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Originators to the Unaffiliated Seller or by the Unaffiliated Seller to the Depositor to secure a debt or other obligation of the Originators or the Unaffiliated Seller, as the case may be. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held to continue to be property of the Originators or the Unaffiliated Seller then (a) this Unaffiliated Seller's Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Originators to the Unaffiliated Seller and by the Unaffiliated Seller to the Depositor of a security interest in all of such parties' right, title and interest in and to the Mortgage Loans and all amounts payable on the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property; (c) the possession by the Depositor of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Depositor for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Depositor pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created hereby. The Originators, the Unaffiliated Seller and the Depositor shall, to the extent consistent with this Unaffiliated Seller's Agreement, take such actions as may be necessary to ensure that, if this Unaffiliated Seller's Agreement were deemed to create a security interest in the 33
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Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Section 6.08. Miscellaneous. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Section 6.09. Amendments. (a) This Agreement may be amended from time to time by the Originators, the Unaffiliated Seller and the Depositor by written agreement, upon the prior written consent of the Certificate Insurer, without notice to or consent of the Certificateholders to cure any ambiguity, to correct or supplement any provisions herein, to comply with any changes in the Code, or to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, at the expense of the party requesting the change, delivered to the Trustee, adversely affect in any material respect the interests of any Certificateholder; and provided, further, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate, or change the rights or obligations of any other party hereto without the consent of such party. (b) This Agreement may be amended from time to time by the Unaffiliated Seller and the Depositor with the consent of the Certificate Insurer, the Majority Certificateholders and the Holders of the majority of the Percentage Interest in the Class R Certificates for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders; provided, however, that no such amendment shall be made unless the Trustee receives an Opinion of Counsel, at the expense of the party requesting the change, that such change will not adversely affect the status of the REMIC Trust as a REMIC or cause a tax to be imposed on the REMIC, and provided further, that no such amendment shall reduce in any manner the amount of, or delay the timing of, payments received on Mortgage Loans which are required to be distributed on any Certificate without the consent of the Holder of such Certificate or reduce the percentage for each Class the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of each Class of Certificates affected thereby. (c) It shall not be necessary for the consent of Holders under this Section to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. Section 6.10. Third-Party Beneficiaries. The parties agree that each of the Certificate Insurer and the Trustee is an intended third-party beneficiary of this Agreement to the extent necessary to enforce the rights and to obtain the benefit of the remedies of the Depositor under this Agreement which are assigned to the Trustee for the benefit of the Certificateholders and the Certificate Insurer pursuant to the Pooling and Servicing Agreement and to the extent necessary to obtain the benefit of the enforcement of the obligations and covenants of the Unaffiliated Seller under Section 4.01 and 4.04(a)(ii) of this Agreement. The parties further agree that Prudential Securities Incorporated and each of its directors and each person or entity who controls Prudential Securities Incorporated or any such person, within the meaning of Section 15 of the Securities Act (each, an "Underwriter Entity") is an intended third-party beneficiary of this Agreement to the extent necessary to obtain the benefit of the enforcement of the obligations and covenants of the Unaffiliated Seller with respect to each Underwriter Entity under Section 4.04(a)(i) of this Agreement. 34
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Section 6.11. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK. (b) THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH IN SECTION 6.01 OF THIS AGREEMENT AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAIL, POSTAGE PREPAID. THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH HEREBY WAIVE ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF THE DEPOSITOR AND THE UNAFFILIATED SELLER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT EITHER'S RIGHT TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION. (c) THE DEPOSITOR AND THE UNAFFILIATED SELLER EACH HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT. INSTEAD, ANY DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY. Section 6.12. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. [Remainder of Page Intentionally Left Blank] 35
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IN WITNESS WHEREOF, the parties, to this Unaffiliated Seller's Agreement have caused their names to be signed by their respective officers thereunto duly authorized as of the date first above written. PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION By: _________________________ Name: Title: ABFS 1998-2, INC. By: _________________________ Name: Title: AMERICAN BUSINESS CREDIT, INC. By: _________________________ Name: Title: HOMEAMERICAN CREDIT, INC., D/B/A UPLAND MORTGAGE By: _________________________ Name: Title: NEW JERSEY MORTGAGE INVESTMENT CORP. By: _________________________ Name: Title:
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STATE OF NEW YORK ) ) ss. COUNTY OF NEW YORK ) On June 18, 1998 before me, the undersigned, a Notary Public in and for said County and State, personally appeared ____________, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Vice President of Prudential Securities Secured Financing Corporation, a Delaware corporation, the corporation that executed the within Unaffiliated Seller's Agreement on behalf of said corporation, and acknowledged to me that said corporation executed it. ____________________________ Notary Public My Commission expires:
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STATE OF PENNSYLVANIA ) ) ss. COUNTY OF MONTGOMERY ) On June 18, 1998 before me, the undersigned, a Notary Public in and for said County and State, personally appeared _______________, personally known to me (or proved to me on the basis of satisfactory evidence) to be President of ABFS 1998-2, Inc., the entity that executed the within Unaffiliated Seller's Agreement; on behalf of said corporation, and acknowledged to me that said corporation executed it. ____________________________ Notary Public My Commission expires:
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STATE OF PENNSYLVANIA ) ) ss. COUNTY OF MONTGOMERY ) On June 18, 1998 before me, the undersigned, a Notary Public in and for said County and State, personally appeared _____________, personally known to me (or proved to me on the basis of satisfactory evidence) to be President of American Business Credit, Inc., the entity that executed the within Unaffiliated Seller's Agreement; on behalf of said corporation, and acknowledged to me that said corporation executed it. ____________________________ Notary Public My Commission expires:
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STATE OF PENNSYLVANIA ) ) ss. COUNTY OF MONTGOMERY ) On June 18, 1998 before me, the undersigned, a Notary Public in and for said County and State, personally appeared Jeffrey M. Ruben, personally known to me (or proved to me on the basis of satisfactory evidence) to be a Senior Vice President of HomeAmerican Credit, Inc., d/b/a Upland Mortgage the entity that executed the within Unaffiliated Seller's Agreement; on behalf of said corporation, and acknowledged to me that said corporation executed it. ____________________________ Notary Public My Commission expires:
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STATE OF NEW JERSEY ) ) ss. COUNTY OF _____________ ) On June 18, 1998 before me, the undersigned, a Notary Public in and for said County and State, personally appeared _________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be __________________ of New Jersey Mortgage Investment Corp., a New Jersey corporation the entity that executed the within Unaffiliated Seller's Agreement; on behalf of said corporation, and acknowledged to me that said corporation executed it. ____________________________ Notary Public My Commission expires:
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EXHIBIT A [Enlarge/Download Table] MORTGAGE LOAN SCHEDULE ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 0000003898 PUB CORP. 200000.00 198920.46 0000005020 ENTERPRISES, INC. 195000.00 195000.00 0000005204 A. ZUPPA 65000.00 65000.00 0000006004 WILLIAM H. WINSTON 30000.00 30000.00 0000006149 ROXY INVESTMENT INC. 100000.00 100000.00 0000006329 LARRY A. WILLIAMSON 56000.00 56000.00 0000006369 ROBIN P. SNYDER 30000.00 30000.00 0000006389 PATRICIA A. PROCOPIO 25000.00 25000.00 0000006429 MARY STAUFFER 45000.00 45000.00 0000006449 J & J KEHOE ENTERPRISES, INC 66000.00 66000.00 0000006469 WYKAGYL PHARMACY, INC. 270000.00 270000.00 0000006489 UNITED MECHANICAL SYSTEMS, INC 25000.00 25000.00 0000006509 CHIMA M. ORJI 110000.00 110000.00 0000006529 GLORIA LOPEZ-FIGUEROA 92500.00 92500.00 0000006549 ADJ MORTGAGE SERVICES, INC. 136500.00 136500.00 0000006569 MARLENE YOUNG 30000.00 30000.00 0000006629 PREMWATTI SINGH 255000.00 255000.00 0000006669 JEFFREY C. MCKINNEY 35000.00 35000.00 0000006689 RONALD E. MYERS 17000.00 17000.00 0000006709 PAUL-ALLEN ENTERPRISES 157000.00 157000.00 0000006749 PAUL -ALLEN ENTERPRISES 119000.00 119000.00 0000006789 ROBERT STOKLEY 23000.00 23000.00 0000006809 IVAN K. KULP 112000.00 112000.00 0000006869 NASSIR D. CAUTHON 47000.00 47000.00 0000006870 MYCHAK & ITKOFF, P.C. 143000.00 143000.00 0000006889 ERIC L. NELSON 30000.00 30000.00 0000006909 PORT BLUE, INC. 60000.00 60000.00 0000006929 PACKAGE CENTRAL, INC. 27000.00 27000.00 0000006949 CUT UPS, INC. 74000.00 74000.00 0000006989 BRUCE K. LORD 130000.00 130000.00 0000007009 VOKER INFORMATION & ADVISORY S 35000.00 35000.00 0000007029 MIGUEL O. CASTILLO 25000.00 25000.00 0000007049 ORANGE-WEST HAVEN MEDICAL CARE 25000.00 25000.00 0000007069 THOMAS EVAN SMITH 90000.00 90000.00 0000007130 NANCY B. WATKINS 35000.00 35000.00 0000007150 COLONY PRESS, INC. 40000.00 40000.00 0008881159 PATRICK PETRILLO 33000.00 33000.00 0008881219 HADDON NATIONAL COMPANIES INC. 350000.00 350000.00 0008881239 SHARON R. WILLIAMS 20000.00 20000.00 0008881299 VICKIE A. MORITZ 40000.00 39379.29 0008881339 G C & K, INC. 35000.00 35000.00 0008881359 SIGMOND L. SEWARD 25000.00 25000.00 0008881379 SHAH S. ALI 240000.00 240000.00 0008881399 KONAWEL, INC. 63000.00 63000.00 0008881419 CLAUDIO DIAZ 97500.00 97500.00 0000006849 ODEN, INC. 230000.00 230000.00 0000003676 JAMES F. WETZLER 170000.00 170000.00 0000004119 A. LA BRASA, INC. 55000.00 54031.31
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 0000004218 CHARLES R. JOSEPH SR. 142000.00 141871.22 0000004340 CUSTOM CONTROLS, INC. 59000.00 59000.00 0000004400 LEONARD E. BISHOP 55000.00 55000.00 0000004462 FABIO SORIANO 26000.00 25905.64 0000004482 ROBERT L. STEININGER 30000.00 30000.00 0000004503 DANDY SPORTING GOODS CORP. 54000.00 53240.77 0000004523 ALPHONSO PURSE JR. 52000.00 51040.76 0000004543 V & T ICE CREAM PARLOR, INC. 48000.00 47720.66 0000004603 THE BEANSTALK, INC. 245000.00 244492.87 0000004623 HARVEY M. LEVIN 55000.00 54548.95 0000004643 STUDAMCO, LTD. 75000.00 74943.36 0000004663 CONNECTING TOUCH THERAPY AND W 20000.00 19919.60 0000004683 KOFI BARRY 33000.00 32793.15 0000004684 HILARY S. KING 20000.00 20000.00 0000004703 ROSARIO F. CERMINARO JR. 25000.00 24843.97 0000004708 CAVER BROTHERS INC. 25000.00 25000.00 0000004710 UNCLE JACKS' PUB, INC.. 51000.00 50908.23 0000004711 INTERLINK APPARELS, INC. 180000.00 178790.03 0000004713 ALEKSANDRA EIGEN 72000.00 71821.04 0000004714 AL'S PIZZA, INC. 85000.00 85000.00 0000004734 TURNBAUGH'S PLACE, INC. 50000.00 49797.84 0000004735 JAMES BROZZETTI 71000.00 70945.90 0000004754 BROTHER'S ANTIQUE & VINTAGE RE 40000.00 40000.00 0000004774 DONALD GLENN LARRICK 61000.00 60806.11 0000004775 THOMAS PARKIN 255000.00 255000.00 0000004776 INTER-CO CONSTRUCTION COMPANY, 325000.00 310495.02 0000004777 EAST WIND, INC. DBA KING KONG 162000.00 161628.76 0000004838 EUN SUNG KO 19000.00 19000.00 0000004878 OSSINING LAWN MOWER SERVICE, I 375000.00 373743.99 0000004899 RICHARD A. KEELING 70000.00 70000.00 0000004901 GALEN L. BOYD 35000.00 34291.09 0000004921 WILLIAM NASH 30000.00 29803.97 0000004960 MARY CRAWLEY 228000.00 226631.27 0000004980 JAMES WOODLYN 25000.00 24920.35 0000005000 GIGI PIZZA, INC. 60000.00 59607.23 0000005040 A TOUCH OF COUNTRY, INC. 37000.00 36865.71 0008880792 WILLIAM B. SENNETT 42000.00 41904.79 0008880812 KWI NAM CHANG 24000.00 23853.55 0008880832 HAZE-L, INC. 45000.00 44879.05 0008880853 CONSTANTINE REZITIS 30000.00 29798.75 0008880873 CILA INC. 136000.00 135631.41 0008880874 STEPHEN KILNISAN 140000.00 139179.06 0008880875 JOHN P. FERRIOLA 12000.00 11821.10 0008880895 DUTCHESS TULLO 25000.00 25000.00 0008880916 CAROLE D. IANNELLI 15000.00 14992.65 0008880917 MCGRATH PARTNERSHIP 285000.00 285000.00 0000004178 GREGORY GREGORIADIS 95000.00 94529.56 0000005060 MAX'S RESTAURANT CORP. 65000.00 65000.00 0000005120 SPIROS HALIKIAS 45000.00 44959.00 0000005161 DANIEL J. COMDICO SR. 27000.00 27000.00 0000005162 CHARLES J. BOTT 165000.00 164177.72 0000005163 A BRADLEY AGENCY, INC. 42000.00 41656.23 0000005164 VINCENZO PICCIURRO 25000.00 25000.00 A-2
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 0000005165 CLAYTON W. FEGLEY 20000.00 19802.14 0000005184 RECCHIA HOLDING CO., INC. 56000.00 56000.00 0000005224 SAMMY'S SAMWICHES, INC. 50000.00 49865.61 0000005264 KENT S. WEBBER 40000.00 40000.00 0000005284 ROBERT C. ARONSON 29000.00 29000.00 0000005324 ROBERT C. SCHORR SR. 51000.00 51000.00 0000005325 JAMES R. SMITH SR. 25000.00 24409.78 0000005364 ROMY BRAUNSTEIN 350000.00 349363.31 0000005465 SHANT B. KALOUSTIAN 12000.00 11857.48 0000005484 S.S. HANA INC. 37000.00 36916.98 0000005544 BOODLES OF BAYPORT 20000.00 19990.31 0008880959 ORTIZ ENTERPRISE, INC. 210000.00 209825.96 0008881079 DURSUN, INC. 55000.00 53750.64 0000005304 TKO MANAGEMENT, INC. 30000.00 30000.00 0000005344 PAUL G. CHASSE 90000.00 89438.31 0000005404 UNITY BEEF SAUSAGE CO., INC. 40000.00 40000.00 0000005424 ROCKWOOD INVESTMENTS, INC. 57000.00 56821.48 0000005444 GARDNER FINANCIAL SERVICES, IN 40000.00 39945.79 0000005524 ILEENKA CORPORATION 40000.00 39928.02 0000005564 GREGORY SYLVIS 15000.00 15000.00 0000005585 NICE THINGS BY ADELE NERO, INC 15000.00 14835.17 0000005605 DECORATIVE ARTS LEARNING CENTE 25000.00 24943.91 0000005624 COYLE, INC. PAVING & EXCAVATIN 60000.00 60000.00 0000005644 THOMAS W. GREISS 115000.00 114537.69 0000005704 KE-MAR ELECTRICAL CORP. 37000.00 36258.77 0000005784 MOISES PALACIO 18000.00 17967.61 0008880939 MICHAEL A. DINARDO 180000.00 180000.00 0008881119 TROPICAL PET TOWNE, INC. 85000.00 85000.00 0000004898 UP KANG OK, INC. 117000.00 117000.00 0000005464 ALONSO CONSULTING, INC. 15000.00 15000.00 0000005584 PAUL G. RATHE 23000.00 23000.00 0000005764 ENID L. BEVEL 30000.00 29697.01 0000005824 EARL'S MINI MART, INC. 38000.00 37931.62 0000005864 ROBERT KULESZA 33000.00 32852.67 0000005904 TINA M. ROWLANDS 30000.00 29910.71 0000005924 BERTA JIMENEZ 170000.00 169694.13 0000005925 ROBISHAW, INC. 210000.00 208689.41 0000005964 NEW YORK CITY AND BRONX LOCAL 260000.00 259301.24 0000005984 GARY PITMAN 91000.00 91000.00 0000006024 DIMENSIONAL METALS INC. 28000.00 28000.00 0000006044 TUNGYEE LTD., INC. 190000.00 189767.31 0000006064 ADANHTEHDI, INC. 75000.00 74765.11 0000006084 JAMES T. FRANEY 325000.00 324270.89 0000006085 T&S FOOD CORPORATION 110000.00 110000.00 0000006086 JO-WILLY CORP. 20000.00 20000.00 0000006109 LARRY J. MIZELL 105000.00 104718.21 0000006129 SMART SET BEAUTY SALON 23000.00 22716.62 0000006169 THOMAS W. ANDREWS 125000.00 123720.19 0000006269 ROSSIE LACEY 35000.00 35000.00 0000006289 YOUNG JUNE KIM 43000.00 43000.00 0008881179 CONNIE L. RUTTER 37000.00 37000.00 0008881199 MANUEL SANTANA 50000.00 50000.00 0008881259 BLAIR F. CHIAPPINI 25000.00 25000.00 ---------------------------------------------------------------------------------------------------------------- A-3
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1012598 BEVERLY FRAZIER 29750 29750 1013957 RONALD NIR 182700 182700 1015040 JUDITH CHRISMON 32500 32500 1016447 MARY Q. SEABOLT 56700 56700 1016787 ARMAND ALIFF 67500 67500 1016903 ORA E. CRAWFORD 12000 11828 1017444 PATRICIA J M KUESTER 144000 144000 1019165 ROBERT F. DURANT 108900 108900 1019815 RUTH JACKSON 39200 39200 1019931 MILDRED G. HRIN 48000 48000 1020010 JAMES H. MCCONVILLE 79200 79200 1020187 SERGE BLANCHARD 40000 40000 1020285 ELIZABETH A. SHOFFNER 63000 63000 1020642 GLADYS BEATRICE MAXFIELD 34400 34400 1020886 BARBARA GALE SOLER 52500 52500 1020959 RICKY RAWLS 59200 59200 1021160 WILLIAM J. STYMACKS 50480 50480 1021352 KIRK JOHNSON 27200 27200 1021515 HERLIE CHESS 37400 37400 1021668 CHARLESTON PARKER 46325 46209 1021740 RANDY L. ROBLES 132000 132000 1021962 CHRISTINA FLAK 71250 71250 1022212 GEORGE ALVIS HICKEY 46000 46000 1022328 ESTELLA J. SIMS 99000 99000 1022380 PAULINE BATES 29750 29750 1022486 BRIAN P. MULVIHILL 27000 27000 1022548 WILLIAM BULGER 24000 24000 1022614 EMMAUEL MOORE 20000 20000 1022629 LENORA J. NETTLES 41400 41400 1022651 B M. LILLIS 27500 27500 1022686 PAUL D. BARLOW 54000 54000 1022691 DEBORAH A. COSBY 34500 34500 1022839 BETTY ANN EMERY NKA BETTY ANN 60500 60500 1022854 JUDITH A. TAYLOR 32000 32000 1022875 VINCENZO PURPURA 30000 30000 1022882 CARLOS O. REYES 51300 51300 1022946 WILDA CHARLEMAGNE 63000 63000 1023082 STEVEN W. HELSING 25000 25000 1023112 GARY T. EARNEST SR. 46800 46800 1023226 ROSE HENDERSON 13000 13000 1023264 ESTHER L. FREEMAN 30600 30600 1023426 SCOTT L. PACKARD 26000 26000 1023428 SHIRLEY BETTCHER 129000 129000 1023574 MANUEL CRUZ N/K/A FRANKLIN R D 121000 120322 1023594 T J BULLOCK 38400 38400 1023691 FRANCES CHINA 25000 25000 1023736 ALFRED SCOTT SOARES 102000 102000 1023749 HAROLD ROBINSON 69000 69000 1023750 THEODORE J. WARDELL 76800 76800 1023756 CHIMENKA ERONWU 26400 26400 1023764 WILLIAM EDWARD BROWN 40000 40000 1023877 GILBERT WESLEY BANKS 80000 80000 1023979 ALVIN JACKSON BROWN 65000 65000 ---------------------------------------------------------------------------------------------------------------- A-4
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1023988 JOAO L. ALBUQUERQUE 104000 104000 1024005 WANDA J. WALLS 57600 57600 1024017 DEBORAH CARNEY 23750 23750 1024031 ROBERT J. MITCHELL 80000 80000 1024038 ANTOINE WESLEY 38000 38000 1024074 SUSAN B. MATARESE 106500 106500 1024140 DAVID H. MARCUS JR. 10000 10000 1024151 JACQUELINE H. BLACKWELL 40600 40600 1024155 JAMES D. ALLEN 40000 40000 1024160 JOHN P. MARTIN III 34000 34000 1024275 DENA MCDONALD MITCHELL 30200 30200 1024283 SUZANNE CULP 43500 43500 1024294 JAMES W. MCCULLOUGH 45000 45000 1024310 GEORGE M. FRANKE 145000 145000 1024333 PAUL PARKS 53835 53835 1024414 NATHANIEL MILLHOUSE 54400 54400 1024451 TONY LOZADA 78500 78500 1024452 FRED KRUMAKER SR. 18400 18400 1024474 HELEN TODD 57000 57000 1024475 AMODIO A. BRESCIA 175000 175000 1024487 CHARLES R. TYSON 28000 28000 1024493 JAMES J. RUSSELL 59200 59200 1024514 SUSAN D. KYLE 39000 39000 1024591 OPHELIA HUDSON 48750 48750 1024629 KIMBERLY STEVENS 48800 48800 1024642 ARTHUR G. NEVINS JR. 126500 126500 1024676 DANIEL S. BAUMANN 27500 27500 1024688 ROBERT W. LEVAN JR. 23000 23000 1024722 CELESTINE PEGRAM N/K/A CELESTI 20000 20000 1024752 ALBERT J. ROMANO JR. 27000 27000 1024802 MARY ANN RICHARDSON 64000 64000 1024862 JANICE SCHOMBER ATTORNEY IN FA 50000 50000 1024872 ROBERT G. COOK 55300 55300 1024901 ELENORA M. DENOVILLE 56800 56347 1024939 LUIGI GATTINELLI 125000 125000 1024966 BETTY HARRIS 20000 20000 1024975 VIVIAN M. ROBINSON 55250 55250 1024982 LORI A. CORRELL 30000 30000 1025064 WILLIAM T. JEFFREY JR. 79200 79200 1025065 JOHN F. KILLION 50000 50000 1025091 UTTAM C. VIJH 155000 155000 1025115 KURT E. OLDENBURG 20000 20000 1025118 WILLIE E. JEFFERSON 21000 21000 1025158 BARBARA PARSONS BLACK 78400 78400 1025182 ZANNETTA MITCHELL 60300 60300 1025190 MARY ELLEN MALONE 148000 148000 1025201 BETTY WASHINGTON 32000 32000 1025223 JEFFREY L. TOTTEN 15000 15000 1025271 PAMELA M. SPENZIERO 155000 155000 1025277 BRENDA BUTLER 48500 48500 1025302 JEFFREY LYNN BEMILLER JR. 62800 62800 1025307 TIMOTHY P. KELLY 85000 85000 1025344 RUBYE L. HAMBRIC 15000 15000 A-5
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1025350 HOWARD T. MCMULLEN 139500 139500 1025377 KEVIN KIRBY 12050 12050 1025384 BYRON S. BULLOCK 20000 20000 1025419 MARK PALMER 39100 39100 1025425 ELWOOD J. DALE 44000 44000 1025507 ANNIE JEAN CROWE 37710 37710 1025531 MARY E. SATTERFIELD 30000 30000 1025595 JASON MABRY 161500 161500 1025676 LOUIS KIM 38100 38100 1025677 MONTE W. LLOYD 76500 76500 1025731 DARRYL JOHNSON 68850 68850 1025769 JOSEPH M. DEROSA 63000 63000 1025834 KAREN C. BROOKS 103500 103500 1025965 EARL BROWNLEE 36000 36000 1025971 STEPHANIE MATTOX 37350 37350 1026067 JERRY R. BAILEY 112200 112200 1026204 AZELMA NATTY 46750 46750 1026253 DAVID R. DALLE PAZZE 143500 143500 1026301 LLOYD MORRISON 30800 30800 1026311 DEBRA A. MILLER 116000 116000 1026321 VANESSA L. GARRISON NKA VANESS 16500 16500 1026383 JOHN F. CONWAY JR. 28500 28500 1026805 JOHN F. BRIGGS 73600 73600 2012823 ALLEN HAYNES 49500 49500 2015094 JOSEPH B. GORANSON 16100 16100 2015234 DONALD PERRY 72000 72000 9000924 MICHAEL J. CARFLEY 80000 80000 9002033 DZEMAL PERASEVIC 109000 109000 9002536 CARLOS J. PEREZ 47000 47000 9002671 KIMBERLY M. HARRIS 68000 68000 9002891 DONNA M. HEGGE 31500 31500 9002958 FREDERICK G. TODT 138000 138000 9002959 ARMANDO PATINO 75000 75000 9003000 ALICE TERPAK 55000 55000 9003278 CHARLES B. MAILAHN 10000 10000 9003315 MICHAEL G. DIERKING 50000 50000 9003721 KARL D. WENTZEL 27300 27300 9003921 LOIS J. MANCINI 14000 14000 9004001 LYNNE G. MAYER 22000 22000 9004140 HORTENCE C. TULL 34400 34400 9004361 STEPHEN ATKINSON 79400 79400 9004428 JAMES A. GAVAGHAN JR. 75000 75000 9004541 JOHN E. GREENE 32000 32000 9004681 JEAN RUZANSKI 25000 25000 9004804 BARBARA J. DELISI 70000 70000 9005424 FRANCIS T. JAMES 52500 52500 9006010 JOHN J BUCKLEY II 65000 64938 1011280 TOOLES 130000 130000 1020095 GINES 17000 17000 1022635 RUTLEDGE 70700 70700 1023817 CENTRELLA 25000 25000 1023857 SZYBIST 81000 81000 1023984 LLOYD 110000 110000 A-6
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1024055 MORMAN 108715 108715 1024100 JOSEPH 68000 68000 1024789 KRULIKOWSKI 96300 96300 1024895 KOHUT 36500 36500 1024984 LAXTON 63000 63000 1025101 MOORE 110000 110000 1025114 WATSON NKA MARY 44750 44750 1025130 FORD 45000 45000 1025300 MARTIN 62900 62900 1025477 CAIRNES 66000 66000 1025480 GRAHAM 30000 30000 1025497 SMITH 24500 24500 1025534 SMITH 41250 41250 1025576 SMITH 28000 28000 1025604 BRADSHAW 25900 25900 1025637 LEVY 60450 60450 1025649 SMITH 64000 64000 1025661 ALICAKOS 18450 18450 1025747 MISURELLI 82000 82000 1025758 CANNON 42700 42700 1025763 ROSSI 10000 10000 1025788 NEAL 49500 49500 1025818 MADONNA 73950 73950 1025826 JAFFEE 160000 160000 1025835 WALLACE 22500 22500 1025860 MOSER 27300 27300 1025975 DIRENZO 57500 57500 1026040 HAWKINS 35000 35000 1026092 BETHEA 15000 15000 1026093 JONES 182750 182750 1026320 STEWART 45900 45900 1026331 CLAITT 22000 22000 1026413 VITIELLO 205000 205000 1026422 VERNELUS 126000 126000 1026438 LAZORKO 70200 70200 1026517 WULF 60000 60000 1026522 KINCAID 89000 89000 1026531 WIMBUSH 100000 100000 1026564 SMITH 84500 84500 1026574 ROBERTS 108000 108000 1026674 CLARK 16000 16000 1026701 BUTTERFIELD 135000 135000 1026716 JOHNSON 46750 46750 1026762 POTEETE 104000 104000 1026765 BENFORD 29850 29850 1026801 HOOKS 72000 72000 1026857 MATIAS 79900 79900 1026877 MATHIS 107100 107100 1026888 GARCES 130000 130000 1027000 HILL 61000 61000 1027152 JONES 219470 219470 1027214 COMP 74700 74700 1027287 MITCHELL 108800 108800 A-7
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1027396 SMITH 42000 42000 9003580 RIEHL 48000 48000 9003941 GAZDA 36500 36500 9004421 DEGUTIS 33500 33500 9004422 HAYES 126000 126000 9004581 LYLES 15000 15000 9005083 SOTTEK 46000 46000 9005143 GARCZYNSKI 18500 18500 9005284 LE COMPTE 77500 77500 9005304 CLAUSEN 49300 49300 9005446 RICHEY 43552 43552 9005565 DRAGWA 39900 39900 9005625 SHEAIRS 26800 26800 9005666 ADAMS 37000 37000 9005733 KIETA 29000 29000 9005974 DEMARCO 25000 25000 1026868 DORETHA A. JOHNSON 95600 95600 1024626 CARROLL PHELPS 49125 49125 1025970 MICHAEL C. ADAMS 20000 20000 1025035 THOMAS G. WATERS 70000 70000 1026719 WILLIAM W. FRANKLIN 148500 148500 1022023 JOHN WINGFIELD 52275 52275 1025751 RONNIE JACK BOWEN 44100 44100 1025625 CHARLES PATTERSON 52800 52800 1024194 HUBERT DALE HARRIS 35000 35000 1025266 LORENZO MIRIZIO JR. 192000 192000 1026854 WILLIAM H. HANNA 103000 103000 1024948 FRED DOCKENS 22750 22750 1025708 WALLACE C. MURAT 85000 85000 1023685 STEPHEN L. PESTER 20000 20000 1025714 BERNARD G. CARUSO 67500 67500 1023507 JACQUELYNE PARKER 26000 26000 1026081 THOMAS N. LOWER 64000 64000 1025908 SAMUELS 65000 65000 1026053 RICHARD T. ROBINSON 31000 31000 1026451 HUGHES 56700 56700 1026962 BEASON 300000 300000 1010015 ALEXANDER STRANGE 36000 36000 1010030 LEON JOHNSON 89000 89000 1011654 RONALD E. GORDON 68000 67785 1011728 CAROLYN MAYNOR 40000 40000 1012327 KEITH SMALLWOOD 44000 43951 1012910 JAMES SOWERS 40000 39868 1013409 JUAN AQUINO 52000 52000 1013428 LAURA M. MAHONEY 30600 30520 1013971 GEORGE MCINTYRE 54000 53954 1013985 MANUEL BARRIGA 123000 122881 1014131 RICHARD J. STONOHA 98000 97944 1014852 STEPHEN E. PULLEN 35000 35000 1015054 JOSE A. NIEVA 25500 25462 1015093 LAWRENCE J. CAIN 27000 26991 1015166 ROBERT J. ARONISS 11700 11045 1015186 ALBERTA SUSAN CALHOUN 46750 46602 A-8
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1015266 JOHN HENRY STEWART 70200 70123 1015377 NATHAN SMITH 57600 57581 1015456 MICHAEL C. CALLIER 54000 53902 1015663 CORNELL PERKINS 37000 36921 1015727 SHEILA M. JESS-REINECK 92000 91889 1015801 ELLEN MAHLMAN 80000 79782 1015824 WILLIAM D. COOPER 36000 35789 1015976 HUGH O. PROVIDENCE 24665 23916 1016001 KENNETH D. DAVIS 97750 97750 1016066 RUFFINO PEREZ 13000 12920 1016071 MARTIN L. PERRIN 80000 80000 1016117 TRACI PALMA 112500 112500 1016132 JOHN DAMORE 20000 19934 1016157 MARIE S. HENRIQUEZ 25000 24680 1016305 SAKHOM PEN 20000 19870 1016478 CINDY P. KAWCZAK 31500 31500 1016580 ROLSTON CHRISTOPHER 48960 48904 1016626 MARY SAAM 35063 34993 1016642 DARRIUS R. DOSS 19300 19242 1016677 JOHN H. JACOBS 51212 51097 1016682 GLORIA CLARK 36000 35900 1016782 LESLIE R. POWELL 65000 64659 1016937 DWAYNE GRONDIN SR. 20000 19776 1016939 ELIZABETH ANN JERDON 22500 22457 1016955 DAVID BABB 27300 27056 1016957 ALFRED J. SMYLA 45000 44836 1016968 GEORGE F. DEMOTT JR. 88200 88003 1017033 WILLIAM ORTIZ 27300 27111 1017039 WILLIAM R. ORTIZ 18000 17875 1017140 RUTH ANN BUBB 92750 92750 1017239 CAROL FERGUSON 108000 107130 1017344 WARREN S. WHATLEY JR. 75000 74964 1017346 JUNEHO KIM 104000 103601 1017393 HENRY GLENN 74700 74619 1017425 GREG E. BECHTOLD 20000 19463 1017432 WILLIAM J. DELEONE 163800 163709 1017449 TERRY M. ANDRES 18800 18708 1017508 ROBERT RIAL 56250 56183 1017576 BETTY J. FOX F/K/A BETTY J. LI 117000 116989 1017612 IRA K. HUGHES 40000 39891 1017625 THOMAS R. KLIGERMAN 66750 66411 1017659 JO ANN PIGG 29200 29186 1017678 ELISHA W. DERRY JR. 51000 51000 1017680 JOHN PLATANIA 35712 35532 1017684 WILLIAM M. CLEMENT 120000 119870 1017686 SARA G LIPPINCOTT 12800 12726 1017695 DWAYNE E. COHEN 40300 40186 1017771 SUSAN M. SILCOX 68000 67864 1017774 DENNIS O'NEILL 30000 29813 1017797 ANDREW P. SORENSON 55760 55552 1017813 GARY L. FILER 39000 38874 1017922 ADOLPH H. LINK 90000 89421 1017959 BOBBY L. GREEN 37800 37673 A-9
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1017965 JOHN JOSEPH TKACZ 39585 39510 1017978 DAVID ROSENBERG 35000 34505 1018118 ONETHA J. GILLIARD 71250 71013 1018159 MICHAEL K. PHILLIPS 130500 130359 1018188 DOROTHY O. MILLER 40000 39735 1018191 WANDA SKELTON 18000 17566 1018194 WILLIAM R. LORD 37800 37800 1018202 ONETHA J. GILLIARD 92800 92491 1018205 BRIAN J. BEERHALTER 10000 9836 1018207 FABIAN KWIATEK 173215 172695 1018218 ODALYS YANES 108000 108000 1018229 MICHAEL D DIFIORE 174400 174400 1018240 ONETHA J. GILLIARD 78800 78538 1018246 FREDDIE D. WILLIAMS 29845 29786 1018247 JIMMY L. FOLSOM 79900 79167 1018290 CHRISTINA E. SUAREZ 32000 31844 1018303 ROBERT L. KERNS 95200 94963 1018316 DONNA APPLEGATE 56000 55874 1018327 WILLIAM E. GREENE 24000 22357 1018427 JOHN J. DAVIS 52000 51904 1018436 ROBERT MOYER 115000 114851 1018446 JAMES A. SERFASS 40000 39756 1018467 CHRISTOBEL R STEIDEL ZALAK 32250 32250 1018477 NATHAN C. GOULD 42000 41689 1018481 HARRY T. PARKER 100000 99941 1018524 FRANK JONES 160000 159361 1018546 DEBORAH K. ROHM 31500 31454 1018557 ROBERT LEE SMILEY 48000 48000 1018584 RICHARD J. DALE 15000 14571 1018593 DIANNE M. DIEM 16000 15841 1018601 JAMES P. HEISEY 26000 25927 1018625 HECTOR MEDINA 50000 49828 1018642 EVERETT BRONSKI JR. 196450 196414 1018648 NILDA MANIACI 40000 39853 1018682 ALEXANDER I. RAJIS 39650 39650 1018690 PHILIP J. PAGNONI 144000 143756 1018714 HERBERT L. SYKES 81000 81000 1018715 LINDA C. CARTER/TURNER 66600 66484 1018716 THERESA G. MILLER 40500 40500 1018729 BRUCE BROMBERG 280500 280254 1018732 ARLENE JOHNSON 14000 13957 1018744 CLARA ELIZABETH CARPENTER 18000 17956 1018753 GENE W. KAYE 60000 59858 1018783 JOE A. FOREMAN 55000 54823 1018785 CHRISTAL D. ROBERSON 102000 102000 1018843 VIRGINIA WILLIAMS 20000 19960 1018849 SAM G. WILLARD 15000 14593 1018899 WILLIAM C. HENRY 52500 52298 1018902 MICHAEL COOK 54600 54331 1018929 ROWLAND A. UDUGAMPOLA 334400 334400 1018977 J.C. BENDER 56000 55924 1018986 VERA SWEITZER 64000 63893 1018994 ROSEMARY GREGG 22000 21468 A-10
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1019009 STEVEN GEORGE DALTON 20000 19804 1019021 MICHAEL E. GITTENS 110500 109972 1019036 RONNIE K. SHIRLEY 136000 135586 1019042 FRANK MICHAEL MARSICO 104000 104000 1019055 GERALDINE PETTINE 72000 72000 1019098 KEVIN J. FRITZINGER 33300 33273 1019132 TIMOTHY L. STEVENS 14262 14230 1019157 CURTIS A. WEBB 10000 9708 1019174 JOHN I. PELLETT 25000 24978 1019176 SCOTT MILLER 190000 189618 1019178 VINCENT PIERANDOZZI 28000 27808 1019186 DAVID L. LOTITO 15000 14817 1019193 ROBERT E. CLARK 71000 70899 1019198 GEORGE KURTYKA 30000 29998 1019200 MATTHEW CAPANO 148500 148500 1019215 MAJORIE HARRIET TILLMAN 55000 54829 1019224 NORMAN H. DORSEY, JR. 51500 51500 1019241 MATTHEW J. SMITH 180000 179939 1019273 DANIEL R. EDWARDS 89250 89212 1019308 DENNIS DEGREGORY 244000 244000 1019351 LEONARD J. SCUILLI 32000 31860 1019354 GEORGE E. HAMLIN 10000 9941 1019356 KENNETH W. STOREY 46400 46400 1019357 CAROLYN G. YOUNG 162000 162000 1019360 MARGUERITE A. PRESTON 32000 31958 1019371 ALBERT EDWARD NARDI SR. 108000 107577 1019374 GREGORY DAVID YOBBI 61840 61782 1019376 MARK G. LUKENS 15000 14950 1019382 SERGEY UDALOVAS 72000 72000 1019392 KENNETH W. STOREY 40000 40000 1019398 MAMIE BYNUM 36000 35899 1019444 HARRY GOODE 40000 40000 1019470 JULIAN FLOYD 21000 20922 1019491 JOHN A. BERRY 12500 12395 1019512 DEBRA SHERRY HOLLIS 44200 44200 1019533 SALLY L. SUMMERVILLE 41200 41081 1019559 VALENCIA M. TUCKER 52000 51999 1019576 ROBERT J. BLAKELY 73800 73800 1019605 JEFFREY RIDLEY 75650 75336 1019611 KEVIN W. JACKSON 30000 29900 1019653 PAUL W. TURTLE 35000 35000 1019657 WILSON S. SHEFFET 22100 22100 1019676 PETER D. PANTALUK 151000 150965 1019679 JAMES E. GORDON 74250 74038 1019683 BARBARA B. WOODS 28000 27935 1019699 BRUCE DICAIR 135000 134724 1019703 ROBERT STEWART 81500 81500 1019712 ESTELLA SOLOMON 32000 31989 1019713 MICHAEL TODD BUDD 13700 13486 1019730 JOHN MATTHEWS 68000 67999 1019742 ALEXANDER J. KOLEGO 38000 38000 1019749 CHARLETTE GAINES 40000 40000 1019751 LORI VOLLGRAFF 18500 18410 A-11
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1019762 JOHN B. EIRDOSH 117000 116998 1019768 FLORENCE SOUDERS 190000 190000 1019783 ANTHONY ELLIS 154700 154532 1019795 SAMUEL E. HANNA 21500 21033 1019803 DALE A. BRANDENBURG 95000 94893 1019806 YEHESKEL SHANI 11000 11000 1019818 ANDREA RUEF 119700 119534 1019873 PHYLLIS AMIRAH MADDOX 59500 59500 1019875 GARFIELD E. FITZGERALD 30000 29951 1019882 TETSUO KOMURO 58800 58800 1019887 SAMBA THIAM 45000 44729 1019916 ROGER W. BACON 49600 49600 1019934 KHALIL A. SHEIKH 30000 29223 1019952 TODD K. GLATFELTER 16500 16454 1019955 CARA LUCETTE BETHKE 65000 65000 1019956 ALLEN M. HOUSTON 45000 44905 1019963 STEPHANIE A. SUPERKO 25000 24941 1019969 RUFUS F. DECKER 78000 77959 1019986 HUBERT DALE HARRIS 30000 29799 1019992 JOHN E. PEACE 13000 12933 1020018 KEITH R JENKINS SR. 35200 35094 1020024 JEAN PAUL JALLOT 70000 70000 1020046 MARCELLA STEVENS 19600 19451 1020051 JOSEPH R. SMIRIGLIO 94200 93988 1020078 JEFFREY E. SMITH 121500 121185 1020081 NANCY E. POITRAS 148000 146527 1020086 PATRICIA BAGLEY 16000 15887 1020087 VIVAN ROMAN 22000 21600 1020108 BRUCE R. DOHERTY 36600 36412 1020112 RICHARD E. LEWIS 26000 25946 1020114 CELESTINE ROBINSON 39600 39355 1020117 MARGARET DAVIS 70000 69897 1020118 JARVESE BROWN 26250 26164 1020120 ADMASU E. TUCHO 28000 27897 1020121 KEITH A. JOHNSON 28500 28304 1020123 ANGELO E. SISCO 33000 33000 1020128 DORIS MAE PLOTTENBERG 102150 102150 1020140 BRADLEY G MCPHERSON 89000 88617 1020147 JIMMIE LEROY MONGO 55000 54491 1020152 NANETTE CURRY 50000 49836 1020154 GERALD WEINER 40000 40000 1020167 GEORGE A. EDGERTON 25000 25000 1020190 GLEN T. LYNN JR. 126000 126000 1020200 ANTHONY ZAWADZKI 32926 32903 1020223 ALFRED M. PAGLIUGHI 72000 71825 1020239 JOELLA NURK 65000 64244 1020255 SHERRON H. JONES 40500 40400 1020270 TEDDY B. COLSON JR. 80000 79831 1020279 SAM HOLDINESS 57800 57800 1020292 BARBARA L. BAKER 88000 87890 1020311 JAMES W. LOUDEN 57600 57531 1020319 JOHN WILLIAM JACKSON JR. 81600 81377 1020355 FRANKLIN CARLTON 222000 222000 A-12
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1020372 JAMES R. DAVIS 75000 74865 1020377 MICHAEL M. GEORGE 43000 42737 1020395 RONALD LESTER PADGETT 30600 30418 1020397 MARK D. WILLIAMS 130000 130000 1020400 NORMA POFSKY 47000 46664 1020405 JAMES A. SEARFOSS 42000 41928 1020419 DEBRA ANN HINSON 76000 75737 1020437 TERI J. EIDSON 110000 110000 1020447 JEAN L. TODD 20000 19907 1020448 ROBERT MICHAEL JOHNSON 95400 95400 1020451 DONNA MARRYATT MAMAN 44200 44200 1020472 LADDON R. KREBS 76500 76477 1020479 GLENN B. GILMORE 96000 96000 1020500 DAVID K. KIRGAN 15000 14926 1020501 RENEE GRANT 90000 89796 1020502 MICHAEL P. KRATKY 90000 90000 1020504 DEWAYNE HOLDER 20000 19997 1020511 DORIS MAE PLOTTENBERG 29000 29000 1020521 ARNOLD C. CLARK 43200 43157 1020524 MARVIN D. TRAMMELL 100000 99802 1020535 LORETTA L. DORN 20000 19931 1020537 ROBERT MITCHELL III 62100 61870 1020617 NURUDDIN S. MATANI 56850 56534 1020629 ILIAS TSIPOURAS 212500 212144 1020631 MARGARET D. HUNTER 95700 95695 1020637 BAMIDELE A. BABATUNDE 68000 67903 1020638 MAGALENE HUGHES 45000 44667 1020639 JAMES L. HAHN 30000 29450 1020661 RICHARD H. SCHMIEDHAUSER JR. 141100 141100 1020708 PHILLIP D. GRICE 80500 80500 1020749 CLARENCE PIERCE 35500 35500 1020750 EDDIE D. BROADWAY 85050 84963 1020752 VICTOR M. MACHADO 73600 73415 1020770 WILLIAM C. BUTLER 36000 35925 1020787 TRACEY RINALDI 220000 219811 1020811 ANNE D. CAHILL 120700 120561 1020840 MARSHALL TODMAN 63000 63000 1020852 CARLOS M. PERDOMO 139500 139133 1020853 WALTER R. DOMBROWSKI 67500 67500 1020862 DOMINICK ALESSIO 60000 59806 1020902 PORCIA A WILLIAMS NKA PORCIA A 17500 17497 1020921 ROBERT R. ZIMMERMAN 336000 335798 1020924 THOMAS F. LOFTUS 60000 60000 1020972 JANET M. POLAND 10000 9977 1020986 CHARLES H. TEAGLE 72000 71600 1021004 BRUCE HOLLINGSHEAD 40000 39809 1021010 JAMES ALLAN WILSON 62500 62500 1021013 BEVERLY MERRIAM 20000 20000 1021028 DONALD T. TREXLER JR. 48400 48272 1021079 MARCIA GHEE 127500 127494 1021096 IVAN N. ZIMMERMAN 38680 38447 1021099 DAVID C. JACOBS 127800 127684 1021102 CLYDE L. MONN, III 72000 72000 A-13
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1021109 VICTORIA L. MILLER N/K/A VICTO 60000 60000 1021138 ROBERT F. EARP 11000 10971 1021142 BARBARA M. MONTGOMERY 23500 23384 1021163 ELIZABETH H. WHITE 40300 40233 1021187 LANNY H. ANDERSON 111600 111600 1021224 NANCY A. LEONARD 60000 59761 1021240 WILLIAM R. FORSYTH 74000 73747 1021264 ROBERT W. COLLINS A/K/A TAU GE 25000 24712 1021285 SUSAN ANN LANE 21000 20712 1021298 MICHAEL STEINBURG 28000 28000 1021316 KEVIN E. ROCKITTER 75000 74914 1021348 PATRICIA QUARLES 45000 44746 1021353 WILLIAM L. SQUIRES 37500 37403 1021357 GERARD P. SHEA 50000 49965 1021365 RITA F. HENRY 11400 11400 1021367 EDWARD C. VANDERVLIET 60000 59852 1021384 LARRY OWENS 67500 67500 1021385 GEORGE A. CARLISLE 125000 124664 1021401 AGNES MERCER FLEMING 37600 37444 1021405 LAURA L. GORDON 116195 116002 1021410 GREGORY BLUE 38400 38390 1021435 LARRY L. OGLESBY 57000 57000 1021436 THANE CLARK 50000 49928 1021444 RALPH A. MANERA 56000 55935 1021446 GERTRUDE M. MCNAMEE 12000 11942 1021452 WASSIM EZZEDDINE 148500 148480 1021478 JOSEPH P. LOUREIRO JR. 79000 79000 1021499 WILLIAM B. LAYTON JR. 81600 81510 1021507 GLENN P. MCMAHON 99000 98785 1021508 DAWN F. GILLESPIE 67000 67000 1021537 ANGELA PARKS 17000 16907 1021541 LAVONNE K. MIDBERRY 44500 44442 1021544 JIMMY HARRISON 41600 41600 1021559 THELMA J. HAZEL 49215 49215 1021571 EDWARD J. KURAPKA JR. 82500 82354 1021607 NANCY E. HAINES 100000 99946 1021629 SHIRLEY Y. HARRIS 33000 32736 1021631 MORRIS AUSTIN SR. 245000 244501 1021642 LISA J. EILER 33500 33450 1021655 DONALD G. WARREN 91000 90885 1021659 JAMES M. STUBBLEBINE 124650 124269 1021684 KENNETH MASON 67500 67499 1021691 THOMAS C. STOREY 14800 14740 1021701 PATTI J. VALENTINE 81000 80859 1021706 JOHN VIGNOLA 55845 55725 1021708 MARY D. MCGINNIS 27000 26878 1021716 RONALD FISHER 28000 27920 1021761 NANCY CRON 38400 38371 1021771 DAWN A. ROSS 26350 26242 1021773 RICHARD T. HART 131750 131750 1021785 TIONIA L. ANDERSON 141950 141950 1021792 DANIEL HAM 34400 34349 1021793 MARCUS LAMB 48000 47709 A-14
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1021813 SHARON A. SOLOAM 50000 49989 1021814 JACK L. FARMER 64000 63717 1021822 PETER DUFFY 124200 124200 1021828 FREDERICK S. JUERGENS 34200 34200 1021834 SONIA V. KEIPER 85500 85073 1021835 BRENDA MANGALINO 148500 148205 1021836 MARY RITA PATER 106200 106148 1021863 BRUCE P. PATTI 132350 132350 1021864 ADRANUEL TORRES 66000 66000 1021877 GLADYS A. CORNISTA 127800 127800 1021885 DEBBIE A. BURTON 61600 61600 1021893 ALICE MOODY 56000 56000 1021915 PERNATTA HAYES 30000 29890 1021995 GUILLERMINA B. POLANCO 91915 91915 1022000 DINAH JANE KENNEDY 18250 18250 1022042 LILLIAN EDITH EWELL 35500 35357 1022072 TROY W. DURKEE 60000 59959 1022084 ROBERT J. GENTILE 154700 154700 1022116 THOMAS A. SEYLER 55000 54912 1022128 ROMY BRAUNSTEIN 122800 122558 1022199 STEPHEN J. PHIPPS 120600 120600 1022222 BARBARA PATTERSON 21000 20829 1022231 MARY MOON HUNT 18900 18900 1022253 JERRY W. STANSBERRY 19400 19301 1022288 MARIAN CORNWELL UPSHAW 76000 76000 1022332 BRADLEY G. VANCE 44800 44660 1022348 KEITH J. THIBODEAUX 40000 39927 1022387 JIMMIE F. DYKMAN 188000 188000 1022456 GARY D. FREULER SR. 93000 92756 1022476 JUDITH HARLING 20000 20000 1022617 GERALD A. BURNS JR. 65625 65600 1022646 JOSEPH R. WILSON 91000 91000 1022804 ROCKY D. YOUNG 96300 96258 1022966 JOYCE A. TURNER 55250 55250 1023152 SUSAN E. KRANTZ 90900 90833 1023178 REGIS BURRIS 72250 72221 1023541 ANNE HOUSE 63000 62717 1023627 COLLEEN MITCHELL 45000 44773 2011629 JAMES VAN DYKE 18000 17952 2012863 CLARANCE JENNINGS 48000 47874 9000223 DOMINIC B. DIBLASI 12720 12652 9000935 WILLIAM R. SMITH 37000 37000 9001021 H PATRICIA OGRADY 45000 45000 9001050 TERRY PROPPER 34750 34698 9001193 JOHN R. DEMAREE 200000 200000 9001254 JOYCE VETTER 17000 16898 9001255 CARL DROBISCH 29000 29000 9001283 MARY S. LEPLEY 26950 26815 9001435 JACK NERCESIAN 146000 145584 9001436 MARGARET L JONES 22750 22657 9001499 JEMIMA A. SALMON 49300 49300 9001655 DHARAM PAL MARWAH 36000 35919 9001657 CAROLE RUTH ALLEN 90000 89277 A-15
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 9001661 DHARAM PAL MARWAH 24750 24694 9001663 JAMES G. MORAN 20000 19923 9001667 DHARAM PAL MARWAH 48000 47892 9001668 THOMAS HOFFMAN 37000 36889 9001768 JANET MCDANIEL 26250 26051 9001769 LOUIS D. BONDROWSKI 19200 19150 9001772 THOMAS M. LOUK 20000 19950 9001775 HARRY A. DEGNAN 47000 46593 9001776 CATHERINE M. RIEMER 20000 20000 9001777 ELISE PALMER 70000 69756 9001779 DENISE DOWNING 31000 30827 9001830 LEONARD DALE SHADLE 56700 56492 9001839 SUSAN A. KAPPENSTEIN 23310 23264 9001840 JOANNE M. SETZLER 48000 47950 9001848 LEE M. MAREAN 40000 39748 9001914 MICHAEL C. SARTIN 17000 16967 9001970 LOURDES ADAMES 32000 31998 9002031 CAROLINE M. JONES 67500 67392 9002157 THELMA ANNETTE SCOTT 27750 27607 9002217 GRZEGORZ KONOPKO 20000 19772 9002238 HOPE M. LONGENECKER 14500 14455 9002303 K. MARILYN BENDER 25000 24945 9002307 DAVID S. MELARAGNI 10000 9878 9002348 MARCELLINE COLLITT 24250 24250 9002408 CHRISTOPHER A. PHILLIPS 23680 23680 9002430 CLAYTON E. STEACKER 25000 24960 9002442 GRACE SMITH 41300 41218 9002467 MARISOL RAMOS 68000 67799 9002526 TRACY L. CHUPKA 18450 18202 9002528 LULA BELLE WILLIS 25000 24847 9002531 RAYMOND E. BENYARD 35000 34887 9002533 DAVID SUKENICK 45000 44991 9002574 JOSEPH L. COSTELLO JR. 69600 69270 9002578 THOMAS R. GREEN 23000 22793 9002583 WILLIAM WIGGINS III 210000 209830 9002585 WILLIAM WIGGINS III 58000 57973 9002587 XUAN DUONG TO 25000 24814 9002648 DIANE GIERING 25000 24740 9002669 CALVIN W. ADAMS 50000 49832 9002731 MATTHEW DOUGLASS 41580 40463 9002812 ROBERT G. YETTER 35500 35481 9002871 CAROL ANN MEJURY 90650 89414 9003028 BETTINA M. MCMAHON 49000 48802 9003070 ALLAN J. SEPELYAK 72500 72356 1015402 DEBRA A. O'CONNELL 37000 36812 1016819 DEBORAH D. PFEFFER 57600 57600 1017105 THOMAS SCOTT SCHNEIDER 92000 92000 1019068 GENINE CASE 29500 29500 1019225 JULIUS N. NCHO 53600 53600 1019359 ROBERT A. HAMER 25000 24930 1019570 DENNIS GIBERSON 80000 79621 1019938 WILLIAM C. YOMES 60000 60000 1020102 REGINALD EALY 128700 128700 A-16
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1020195 OSCAR R. SAMPSON 18000 18000 1020433 ANTHONY D. WILLIAMS 18500 18500 1020513 CHARLES J. MARANO JR. 85500 85500 1020635 ALAN F. CAMPBELL 76000 76000 1020930 STEPHEN M. SHAW 85000 85000 1020956 JAMES M. PILGRIM 84000 84000 1020961 MARGARET L. BUCKLIN 193500 193500 1020969 NOEL J. SHAW 52000 51927 1021105 JACKIE THORTON A/K/A JACKIE TH 30000 29885 1021108 THERESA L. CYR 19345 19345 1021133 DOMINICK A. GIBBS 20000 20000 1021151 VERA L. RIDENOUR 104000 104000 1021193 PETER AFAM ANYAKORA JR. 58500 58500 1021196 DAVID F. DANIELS 54400 54240 1021277 MARQUERITE C. THOMAS 30000 30000 1021283 SIDNEY P. WALKER 132300 132300 1021376 JEFF FOSKEY 52000 52000 1021397 ROSE M. LOWRY 56000 56000 1021578 ISABELLE A. EDMONDSON 58500 58500 1021653 EARNEST HOOKS 56800 56800 1021670 ERNEST HOOKS JR. 39000 39000 1021696 MARY A. JOHNSON 47400 47400 1021829 DOROTHY PARKER ATTORNEY IN FAC 15000 15000 1021866 GERALD T. HYAMS 105000 105000 1021922 GEORGE L. POYER JR. 108000 108000 1021949 TERRY LYNN PATTERSON NKA TERRY 20975 20975 1021979 MARY E. WRIGHT 51000 51000 1021992 MICHAEL J. RANKIN 97200 97200 1022005 HUONG K. TAN 14850 14786 1022010 LYNNMARIE CLINGER 29450 29450 1022121 LINDA KATHERINE HUDSON 72000 72000 1022123 BETTY L. CALDWELL 40405 40405 1022184 CARRIE LEE WATKINS 30000 30000 1022189 FRANK PUGLIESE 75150 75150 1022261 THEODORE P. DIMUZIO 21000 20850 1022264 RAY M. REIGEL 97200 97200 1022281 ARLENE M. ASH 25000 25000 1022311 EMILY WATTS 89200 89200 1022365 WALTER F. BOWMAN 30000 30000 1022405 CLIFFORD A. WATFORD 67500 67312 1022478 DAVID LAMAR JR. 23000 23000 1022483 HILDA C. WEDDING 38500 38500 1022506 LUCILLE PASTALONE 40000 40000 1022512 CAROLYN MACCARIELLA 77000 77000 1022526 EDDIE CRANFORD 144000 144000 1022575 CLAUDE L. BERGER 52850 52850 1022638 THOMAS J. CLEARY 70200 70200 1022705 EARL RAY MITCHELL 28000 27890 1022807 RONALD PADEN 160000 160000 1022825 ANDREW KULL 299000 299000 1022855 RENEE WALKER 53125 53125 1022915 PLACIEL W. HALL 40000 40000 1022924 JUNE ELLEN RETKOFSKY 105000 105000 A-17
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 1022976 JACQUELINE ORTIZ NKA JACQUELIN 44000 44000 1023043 CARL M. CANNON JR. 113000 113000 1023044 CLARA GLENN 27000 26950 1023149 JOEL H. SANDIFER 103500 103500 1023179 MARY C. STALLINGS 56000 56000 1023210 HELEN R. BOONE 35000 35000 1023216 PATTY CRAMER 42000 42000 1023217 JAMES C. BEHNKE 25000 25000 1023225 RONALD W. KERMES 128000 128000 1023277 LUTHER E. PITTMAN 32850 32850 1023291 PHYLLIS WELENC 12745 12652 1023317 RONALD E. LARSEN 84600 84600 1023319 WALTER C. ROSS 187000 187000 1023337 NANCY MAGARELLI 20000 20000 1023341 GREGORY A. CHEEK 106000 106000 1023372 PHILIP G. LISKA 66100 66100 1023420 DAVID P. CROUT 94500 94500 1023430 LOUIS J. BALSYS 129000 129000 1023437 ANGELA R. SIMMONS 146400 146400 1023488 YLEANA JULIA SHANNIS 16300 16300 1023593 LINDA K. LONG 67200 67200 1023632 MARCUS GOODWIN 38500 38375 1023656 RICKY J. BENNETT 98000 98000 1023729 ROBERT E. THOMPSON 165000 165000 1023776 LARRY S. STEVENS 283500 283500 1023799 ROBERTO DE LA TORRE 117000 117000 1023851 MICHAEL J. PALOCIN 67000 67000 1023916 JOSEPH M. COOK 20000 20000 1023927 LARRY S. JENKINS 21000 21000 1023947 KATHY LADNER 84150 84150 1023967 RICKY A. PURSLEY 34500 34500 1023969 PAUL D. SIMPKINS 102800 102800 1023990 RICHARD E. EDGE SR. 89010 89010 1024001 AMY L. DIETER 120000 120000 1024071 JAMES D. WRIGHT 131750 131750 1024095 RONALD C. LANZE 59000 59000 1024168 JOYCE CANNON 79050 79050 1024193 EMILY B. SCRAPE 76000 76000 1024230 VICTOR POWELL 54400 54173 1024231 LESTER J. SANDRIDGE 50000 50000 1024388 SCOTTIE IRVIN 52500 52500 1024426 JIMMY R. RAINEY 77600 77600 1024738 BRIAN FENNING 25500 25500 2012883 TOM JENKINS 52700 52700 9000948 RICHARD C. TELESMANICH 265000 265000 9001310 GUSTAVE G. LEWIS 50000 50000 9002058 GASPARE GRAMMATICO 50000 50000 9002434 ROBERT J. ESPOSTI 16500 16289 9002535 DONALD MATSON 68000 67946 9002537 JONATHAN W. COHEN 44100 44100 9002811 WILLIAM R. HORNER JR. 32000 32000 9002956 VINCENT J. SMIGIEL III 18000 18000 A-18
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 9003030 MARY T. PARLAPIANO 96700 96700 9003117 DENNIS E. STROUSE 33000 33000 9003119 GILBERT L. RICHTER JR. 95000 95000 9003216 REBECCA ANN GREEN 10000 9896 9003255 BRIAN BOYLE 20650 20650 9003360 CARL E. HACKMAN 81000 81000 9003383 AUDREY PHANEUF 20000 20000 9003384 ELIZABETH A. BAGNALL-TIMMINS 34500 34266 9003420 RICHARD J. DE ROLLO 33000 33000 9003560 PATRICIA J. SWISHER 42800 42800 9003882 ALICE M. LODGE 24000 23893 9004221 STEPHEN PALUSZKIEWICZ 60000 60000 1024938 CURRIER G. KIGHT 48750 48750 1025491 LINDA DAVIDSON 75000 75000 1025163 CALVIN PRICE 69250 69250 3019800611 MARIA R PEREZ 233100 233100 3019800637 FELIX HERNANDEZ 165000 165000 3019800644 RICARDO JORDAN 113200 113200 3019803563 FRED J KRAKORA SR 79200 79200 3019803673 BRAD DAVIS 48000 48000 3019803724 VINCENT BALTIERRA 37800 37800 3019803832 JAIMESON M WINSTEAD 39000 39000 3019803865 DOROTHY M PARISH 25000 25000 3019803897 RANDALL L MAJORS 31500 31500 3019803908 KEITH SEIBERT 37000 37000 3019803946 TIMOTHY L. FINCH SR. 58200 58200 3019805234 JOSEPH D DITOMASSO JR 92610 92610 3019805368 JOSEPH A. PRESTON 106200 106200 3019805370 CENTINA JOY MAYWHORT 25000 25000 3019805397 THOMAS P HYNSON 94350 94350 3019805423 RODDIE W. BYERS 103500 103500 3019805442 LINDA P RYAN 76500 76500 3019805504 CHRISTAL DANIELS 33000 33000 3019805544 DENNIS F. BERGHOLZ 85000 85000 3019805560 CHRISTOPHER A. BENNETT 126400 126400 3019805565 RONALD P. CASSANO 50000 50000 3019805608 CARLOS R RIVAS LOPEZ 61200 61200 3019805640 ROBYN D ROBERTS 30450 30450 3019805657 GWENDEL PENNINGTON 74700 74700 3019805712 ALBERT P. LANDINO 70000 70000 3019805760 RICHARD A. TATE 77350 77350 3019827070 RONALD J SZAKACS 227800 227800 3019831862 JOHN LIA 112500 112500 3019833050 ROBERT J CAMELI JR 99750 99750 3019833128 RYAN C SENKIER 100000 100000 3019833552 MICHELE F CARBONE 162000 162000 3019833664 JOAN B MATHIESEN 40000 40000 3019833714 RALPH STOLECKI 82500 82500 3019833905 ANN P COOK 53200 53200 3019833961 THOMAS E BERGQUIST 79000 79000 3019833963 ETIE MERMERSTEIN 315000 315000 3019834034 ROBERT BRUNO FRANKEN 87900 87900 3019834061 JACQUES STAUDE 159800 159800 3019834164 ELAINE FAIT ANDERSON 35000 35000 A-19
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019834275 LINDA F. MERRITT 42500 42500 3019834351 KATHLEEN KAISER 177300 177300 3019834369 CLIFFORD KOBAYASHI 103500 103500 3019834380 MITCHELL ACKERMAN 285000 285000 3019834412 RICHARD WAYDRA 100300 100300 3019834433 PAULA CORINA MENDEZ 193500 193500 3019834565 MICHAEL CHAND 146070 146070 3019834615 MARSHA J R FORDE 119000 119000 3019834619 FRANK ORTIZ 96000 96000 3019834743 CARROLL CAMPBELL 93500 93500 3019834768 EUNICE E. GOLDSMITH 37000 37000 3019834850 MICHAEL J. MARTIN 73100 73100 3019834858 MARTIN F BARBATO 59175 59175 3019834868 SUZE FILS-AIME 73100 73100 3019834940 THOMAS NEELY 25600 25600 3019835002 JOHN B PARSLEY 161100 161100 3019835049 KENDALL HARRINGTON 171000 171000 3019835061 KAMELA MOONSAMMY 189000 189000 3019835114 JOHN W. LIGHTFORD 72000 72000 3019835435 KUMAR SEECHARRAN 202500 202500 3019891392 JOSEPH R STANGER 48000 48000 3019891511 WILLIE MCWHITE JR 120000 120000 3019891528 ROGER WILLIAM HIX 60900 60900 3039803903 TIMOTHY L WARGEL 23686 23686 3039805117 RONALD GALM 29700 29700 3039827995 ART TIMINS 188831 188831 3039832773 PATSY BARTIROMO 55000 55000 3039833234 IGNAZIO SINNONA 58000 58000 3039833422 ROGER ZIMMERMAN 40000 40000 3039834192 BARBARA LEWIS 46709 46709 3039834325 LENORE R SPADE 21452 21452 3039834610 VERA INFANTOLINO 35000 35000 3039834636 HAROLD SCOTT THOMPSON 37133 37133 3039891480 KEVIN G. FORE 32882 32882 3012826240 DANIEL W. COLON 115000 114659 3019800593 WILLIAM SOTO 99445 99445 3019800602 JAMES P. ADAMO 200000 200000 3019800603 DARWIN GUEVARA 94500 94500 3019800605 GENE M PENNINO 96000 95895 3019800617 LUIS A CAMPOVERDE 175000 174550 3019800618 CONSUELO RUEDA 144000 144000 3019800625 ALEXANDER BURGOS 127800 127659 3019800630 JANET M LOBOVES 65000 65000 3019802885 CHARLES DEEMS 134250 134250 3019803394 LEE A TAYLOR 20400 20398 3019803430 ALAN J HESS 50150 50098 3019803477 BELGIN OGLESBY 48400 48348 3019803508 TAMARA D MCCORMICK 33600 33598 3019803509 GREGORY ALLEN KOZORA 35000 34935 3019803534 JEFFREY VICE 86250 86250 3019803545 JULIE K PACHTA 80000 80000 3019803550 DANA M CLEVERSY 84510 84510 3019803567 THERESA MAGEE 26400 26400 A-20
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019803604 JOSEPH A COSTA 112500 112500 3019803711 ELLEN EVANS 30100 30082 3019803716 FRANK D. COUCH 40000 39699 3019804988 RAYMOND D. SELLERS 39500 39433 3019804998 SIDNEY KENT 218450 217484 3019805010 CRAIG D MUSGNUNG 80000 79675 3019805022 ROBERTA J. EVANS 77100 77008 3019805063 GLEN T. VANDYKE 144000 143795 3019805074 DALAL BITAR 35550 35550 3019805077 JOSEPH J O'HARA 92000 91873 3019805121 CASIMIRA T BARAN 155000 155000 3019805137 GOLDEN A DEANGELO 69160 69160 3019805141 WANDA K. DUGGER-WILLIAMS 74400 74400 3019805167 CHARLES JOSEPH HARRIS 81000 81000 3019805194 ROBERT L. RILEY JR. 116000 115864 3019805212 VERONICA A. FLETCHER 40000 39828 3019805236 PAUL A KACHINKO 92000 91921 3019805241 MICHAEL E. SMITH 184300 184119 3019805242 MARGARET A RIZZO 128000 128000 3019805246 JACQUELINE A PETE 111600 111551 3019805250 WALTER RUSSELL BRADLEY 95400 95249 3019805259 EDWARD A WRIGHT 135900 135753 3019805309 HOWARD V ROONEY 107920 107920 3019805317 INGRID LAPORTE 180000 178702 3019805318 DOMINIC A. CELIO 89600 89188 3019805323 KEITH FRANKEL 58500 58388 3019805329 STEPHEN A. NEPA 55000 54893 3019805334 RICHARD SHROM 86600 86478 3019805339 DARREL D WOLTMAN 112000 111551 3019805341 ANTHONY MERTZ 88650 88453 3019805342 SAM NIGRELLI 51300 51287 3019805343 JACK C SNYDER 48640 48629 3019805358 GARLAND N. JOHNSON 95500 94909 3019805385 DOMINCK FRANK LALIMA 297000 297000 3019805393 RICHARD GARGIE 204000 204000 3019805408 DANIEL NEWTON 56100 56100 3019805453 JOHN A DONNELLY 140250 140180 3019811099 DOURTHA DONNER 56250 55908 3019827433 EARL MANNINGS 154275 154014 3019827783 ELEANOR RUTH SCHMIDT 73000 72972 3019829584 RONALD DURANDO 260000 259715 3019830032 TERRIE JOHNSON 104000 104000 3019830538 WILLIAM W MORRIS JR 72000 72000 3019830623 THOMAS HORSBURGH 166400 166361 3019830673 DONNA COWGILL 57000 56931 3019830717 RICHARD HOROWITZ 118000 117382 3019830838 ALBERT FALCONE 73600 73385 3019830888 JOSEPH MARGUSITY 80000 80000 3019830985 REGINALD J ROBINSON 48750 48748 3019831039 JOSEPH STJOHN 193500 193500 3019831043 BRIAN S MCCLOW 88400 88278 3019831309 ALFONSO CIERVO 142200 142088 3019831331 LARRY S WALTMAN 137700 137432 A-21
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019831333 JOHN A SUSHINSKI SR 90000 90000 3019831450 DAVID W DE LAURIER 127500 127300 3019831464 DAWNE H JOHNSON 155700 155700 3019831544 JESUS LANDAEZ 165600 165600 3019831620 JOHN W THORNTON 94500 94498 3019831652 ALBERT WARREN 43300 43300 3019831698 DOUGLAS COLVIN 45000 45000 3019831742 MARIO GUTIERREZ 88000 87115 3019831820 JOSEPH ANTOINE 108000 108000 3019831824 DANIEL VALENTINO 80000 79929 3019831829 BERNIE LEIBMAN 114750 114548 3019831951 THERESA NAPOLITANO 92500 92433 3019831995 MARVIN STEWART 56100 55978 3019832104 ROGER J BAKOS 155000 155000 3019832201 THOMAS S PERRY 115200 114845 3019832212 VICKI WITHERSPOON 93600 93600 3019832248 FRANCES MARRON 103000 102409 3019832282 DOMENICK SGRO 69000 68942 3019832365 FRANK A GINESI 248000 246942 3019832368 RAMSES ABRAHAM 132000 132000 3019832395 GEORGE G LYON 90000 89940 3019832411 ROBERT RAINER 87550 87484 3019832414 SALVATORE GALLINA 127500 127367 3019832488 LYNNE MARKLEY 60000 60000 3019832516 BARBARA J CARTER 81000 80961 3019832548 MAUREEN RUSSO APICELLA 105210 105162 3019832566 CAVELL G JOHNSON 114750 114703 3019832578 LORI A SOVA 98000 98000 3019832603 NICHOLAS S.J. GREISH 81600 81600 3019832614 MICHELLE WALKER 126000 125765 3019832668 JOAN GREEN 122800 122554 3019832700 PAULA ELDEMIRE 54400 54214 3019832701 LINDA EICK 49000 48468 3019832740 SCOTT H. SHUEY 101700 101285 3019832748 PAUL DOOKWAH 172000 172000 3019832799 IRVIN R. TINLEY, JR 26000 25923 3019832818 GERALD WILLAIDOM 135000 135000 3019832847 TERESA BROWN 149600 147988 3019832851 FRANCIS M STEWART 136800 136800 3019832983 PETER MATTHIES 350000 349805 3019833058 JOEL P. DIMANCHE 166500 166500 3019833065 THOMAS M DRAKE 45000 44903 3019833068 ELLEN JUNE STEIN 66300 66299 3019833079 ANNIE R. JOHNSON 66950 66950 3019833089 KAREN L PARKER 96000 95975 3019833094 MARY GRENIER 96000 95868 3019833134 PATRICIA MC NAIR 88000 87905 3019833147 FRANK R BAKER 35000 34913 3019833428 RICARDO CINTRON 110700 110370 3019833461 JERRY ARMAND 76500 76500 3019833484 RICHARD J HORWATH 140000 140000 3019833510 RAJENDRA HANSRAJ 151300 151299 3019833537 ANNA MARIA DOHNERT 80000 79721 A-22
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019833540 NECKER JEAN, JR. 100000 99890 3019833581 GORDEN B MC LAUGHLIN 38500 38284 3019833661 MELINDA WALKER 157500 157500 3019833772 GLORIA DE LOACH 39950 39950 3019833801 ABDUL A. PERSAUD 171000 171000 3019833883 RALPH WANIS 95900 95900 3019833889 DOMINICK TONDO 95000 95000 3019833939 MONTAGUE YORRICK 144925 144925 3019833957 CHARMAINE M WITTMANN 157500 156618 3019834036 ANNE P DEMBROWSKI 81000 81000 3019891244 DOROTHY A CLUTZ 130000 129899 3019891262 LARRY STEWART 103960 103427 3019891302 ARLIE J. HAMMOND 96000 95599 3019891314 EARNEST L SELPH SR 335000 334975 3019891317 ANNIE MORRIS 32550 32386 3019891332 WILLIAM PERKINS JR 140000 140000 3019891344 BUD W TINCHER 57750 57536 3019891355 JANINE BELL 83300 83208 3019891356 ODELL BURGESS 93750 93750 3019891360 WELFORD R SMITH JR 46750 46750 3019891394 PETER J MORTON 47700 47634 3019891405 ANTHONY TAYLOR 31000 30923 3019891431 DOROTHY J BARRETT 128400 128346 3019891435 TIMOTHY I MCCULLOUGH 56100 56096 3039830860 HARRY B NORETSKY 61789 61789 3039830908 PEDRO RIVERA 37473 37473 3039831027 DEBRA FERRARA 124133 123677 3039831379 PAUL ELSENHOUT 32000 31860 3039831827 ROBERT K STEVENS 25500 25444 3039831910 GARY J LARSON 92785 92740 3039831937 RUBY PLUMMER 40500 40455 3039832195 CARMINE VINCENT SOCCI 49000 48762 3039832215 CAROL KROLLAGE 28000 27900 3039832278 EWA NADOLCZAK 30000 29910 3039832319 ALFRED E. OKA 26000 25886 3039832392 KANUBHAI PATEL 44700 44375 3039832393 JEFFREY NEVINS 18000 17927 3039832586 KEVIN P. LYNCH 41570 41570 3039832595 KASHIF SAEED 53000 52949 3039832798 GLORIA MILLER 34350 34293 3039832889 CHARLES BROWNE 56000 56000 3039832995 EUGENE W MEEHAN 50000 49855 3039833325 SAMUEL G. MANGANELLA 31154 31154 3039891399 WAYNE A SOUTHARD 21750 21625 3019800623 RAFAEL A DURAN 177600 177600 3019800629 CARLOS MARIN 135000 135000 3019800632 RITA A NULUD 80500 80500 3019800643 HECTOR DURAN 255500 255500 3019803557 BRENDA S ANDERSON 43000 43000 3019803581 JAMES R KISH 25050 25032 3019803588 JEWELL STAFFORD 36000 36000 3019803627 JAMES SHELTON 44200 44163 3019803635 DEBRA PRINCE 53600 53600 A-23
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019803648 LOTTIE M EVANS 25000 25000 3019803655 CINDY E GASIEWSKI 42400 42400 3019803665 DELORA J. McCRACKEN 21000 21000 3019803675 HAYWARD JARVIS 21700 21657 3019803710 KENNETH R BUSSEY SR 52000 52000 3019803760 JOE ATTEBURY 153000 153000 3019803794 KARLA J LEE 43050 43050 3019803806 LEONARD ASKEW 50250 50250 3019805152 ELEANORA R SPRATT 206905 206738 3019805203 GERARD A RICCARDI JR 100260 100240 3019805247 LUIS A JIMENEZ 84750 84750 3019805297 GAIL BURKE 73800 73800 3019805310 JAMES ROUGHT 44000 44000 3019805366 KELLY A WREN 57800 57784 3019805417 CHARLEE M HELFRICH 56000 55995 3019805440 WILLIAM J HARRISON III 83700 83700 3019805454 SHEILA K DIAMICO 72900 72900 3019805469 ALBERT P. LANDINO 61000 61000 3019805497 CHARLES A HILL SR 58225 58225 3019805499 ELIZABETH MILBY 53250 53250 3019805501 EDWARD W. STEVENS 93500 93500 3019805518 MALCOLM W. SHEARER, JR. 225000 225000 3019805533 JOSE LEBRON 108800 108800 3019805540 BRYAN OLIMPO 70550 70550 3019805541 HARRIETT H FOUTZ 77350 77181 3019805558 GAIL L BUNTY 97750 97750 3019805563 JOSEPH CHIPKAR 46750 46750 3019805574 TERRY CONNER 52000 51943 3019805602 ELIZABETH MENGARPUAN 77600 77600 3019805646 SONYA M WARRICK 47200 47200 3019829641 ANTOINETTE JOLLY 53000 53000 3019830069 MARK R. WARDELL 65250 65201 3019830397 PRENA ZADRIMA 152100 152100 3019830851 ANTHONY BIANCO 192000 192000 3019831087 BIANCA G. OLIVAS 190349 188886 3019831693 GONCALO SANTOS 105600 104964 3019831784 JOSEPH R CRESCENZI 93600 93600 3019831948 THOMAS J. BOUGHTON 132000 132000 3019832168 SCUDDER G. STEVENS 187500 187500 3019832537 KHALIL HAKIM 49500 49499 3019832538 KHALIL HAKIM 27750 27750 3019832692 HOWARD BEALE 52500 52500 3019832716 DAVID JOOST 100000 99862 3019832765 DEBRA J GROSICK 13600 13445 3019832797 MICHAEL FALLON 124800 123723 3019832817 NELSON BLOOM 184000 184000 3019832839 MARLENA MARCANO 62050 62050 3019832867 CHRISTINA C DONNELLY 75000 74595 3019832918 WILLIAM A BRUNETTO 62800 62800 3019832997 RONALD J SZAKACS 137250 137250 3019832999 RONALD J SZAKACS 66750 66750 3019833133 HENRY L. ALLI 80000 80000 3019833149 MICHAEL TORRES 108000 107880 A-24
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3019833170 DONALD R DONALD 55250 55166 3019833235 RALPH D'AGOSTINO 119500 119475 3019833263 LOUISE D. RHODES 60000 60000 3019833382 HAROLD WHELAN 121550 121550 3019833423 FRANK NAKONECHNY 140600 140483 3019833460 ALISA DRAKE 105000 105000 3019833462 NABIL YOUSSEFF 94000 93558 3019833463 AMAURIS COLON 71910 71311 3019833543 DAVIN W TOTH 201098 199861 3019833569 ISAAC R MORRIS JR 45050 45050 3019833603 JAMES E.B. ZEGER 50000 49962 3019833668 EVELYN DALMEDA 87000 87000 3019833678 BEATRICE H BILLA 42300 42300 3019833679 GUSTINE ROYSTER 34800 34781 3019833779 MARTIN P RAUEN 215900 215900 3019833792 JESSIE M. KING 106250 106250 3019833805 FRANCISCO VERA 144000 144000 3019833806 GREGORY PAPALEXIS 350000 350000 3019833812 SHELLEY LEE JOHNSON 130000 130000 3019833830 LAWRENCE J HANNON 70000 70000 3019833834 PEGGY A COMFORT 48000 48000 3019833864 PERRY IMPARO 128500 128500 3019833884 DAVID JOHNSON 79200 79200 3019833894 HAROLD E. MYERS 144900 144900 3019833920 JAMES LIGUORI 115000 114734 3019833950 BARBARA WILLHELM 82000 81573 3019834031 ROBERT BRUNO FRANKEN 87900 87900 3019834047 KURT SOLOMON 102400 102400 3019834057 ELVA JAMES 54000 54000 3019834077 JESSICA CAMPBELL 184000 184000 3019834079 DARRICK DUNK 170000 170000 3019834125 JACQUELINE R HANKERSON 31600 31538 3019834136 WAI KEUN LOU 29400 29400 3019834158 FRANCIS TITANO 67500 67387 3019834161 ROBERT A MCEWEN 45000 44716 3019834175 JOHN E. PATTON 100000 100000 3019834211 CESAR SABROSO 277200 276970 3019834276 SHAFEEK BAKSH 232650 232650 3019834337 CAROLE E THOMAS 124200 124200 3019834393 JAMES FORD 44000 43805 3019834395 RAFEEK BAKSH 198000 198000 3019834414 KATHLEEN M STEVENS 112000 112000 3019834432 EMANUEL TARAZI 310500 310500 3019834480 RONALD M BURGESS 48000 48000 3019834497 ROBERT A COHAN 341250 341250 3019834616 ROSE M BASH BROUGHTON 103500 103500 3019834688 MARK BEN 162000 162000 3019891418 JEFFREY L BRYAN 45000 45000 3019891454 WILLIE R BURGESS 76000 75697 3019891455 WILLIE R BURGESS 25000 24690 3019891478 LARRY EDWARD LAWSON 101250 101250 3019891484 THERESA C DANDRIDGE 66400 66328 3019891544 MARILYN D MOYER 101108 101108 A-25
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[Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------- LOAN ID CUSTOMER NAME CREDIT LIMIT BALANCE PRINCIPAL ---------------------------------------------------------------------------------------------------------------- 3039800621 JOHN XU 105000 104984 3039805268 MARK A DOLPH 21927 21927 3039805364 JAMES S. RYALS 43600 43531 3039811110 RODRIGO J ROMAN 40000 40000 3039811116 MARK A PARDUHN 23616 23616 3039811117 RAYMOND E TALLUNGAN 50000 50000 3039833127 BING C YANG 129893 129893 3039833327 JAMES RIX OWEN 99857 99610 3039833418 GEORGE A. HOFFMAN 17000 17000 3039833477 PETER ZAMBARDINO 123000 122841 3039833575 DEAN P RHODES 25000 24955 3039833737 KENNETH A GRIMBALL 50000 50000 3039833800 PATRICIA O. SMITH 37700 37680 3039833835 DAVID C HEMPHILL 108882 108797 3039833858 VINCENT J PAGNOTTA 76279 76066 3039833900 MICHELLE EVANS 28000 27899 3039833916 MICHAEL FEINBERG 100000 99720 3039833993 FRANK R. TUSSEL 25000 24911 3039833999 SAMUEL V CUBIOTTI 13000 12958 3039834048 ANTHONY ADESSO 25000 25000 3039834191 FRANCES B. APOLINARIO 52000 51571 3039834205 HOWARD WILSON 75600 75600 3039834305 VINCENT BALDINO 37500 37302 3039834423 ALBA M PYTELL 28900 28900 3039834489 FRANK PETRULLO 35000 35000 3039834665 HOWARD M OURIEL 47000 47000 3039834676 YACOUBA DOUMOUYA 56000 56000 A-26

Dates Referenced Herein   and   Documents Incorporated By Reference

Referenced-On Page
This 8-K Filing   Date First   Last      Other Filings
6/10/9758-K
5/31/984
6/1/981328-K
6/2/98532
For The Period Ended6/18/98643
Filed On / Filed As Of7/6/98
 
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Filing Submission 0000950116-98-001446   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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