================================================================================
SALE AND SERVICING AGREEMENT
Dated as of May 1, 1999
by and among
HOMEGOLD HOME EQUITY LOAN TRUST 1999-1,
(Trust)
PRUDENTIAL SECURITIES SECURED FINANCING CORPORATION,
(Depositor)
HOMEGOLD, INC.,
(Originator and Servicer)
FAIRBANKS CAPITAL CORP.,
(Back-up Servicer)
and
FIRST UNION NATIONAL BANK,
(Indenture Trustee)
HomeGold Home Equity Asset Backed Notes,
Series 1999-1
================================================================================
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
SECTION 1.01. DEFINED TERMS.........................................................................1
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
SECTION 2.01. CONVEYANCE OF MORTGAGE LOANS..........................................................1
SECTION 2.02. [RESERVED]............................................................................2
SECTION 2.03. MORTGAGE FILES AND DOCUMENTS..........................................................2
SECTION 2.04. ACCEPTANCE BY INDENTURE TRUSTEE.......................................................4
SECTION 2.05. REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS..........................................5
SECTION 2.06. REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR.......................................8
SECTION 2.07. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SERVICER.............................9
SECTION 2.08. REPRESENTATIONS AND WARRANTIES OF THE TRUST..........................................11
SECTION 2.09. ISSUANCE OF SECURITIES...............................................................12
SECTION 2.10. SATISFACTION AND DISCHARGE OF WAREHOUSE LIENS........................................13
SECTION 2.11. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE BACK-UP SERVICER....................13
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST PROPERTY
SECTION 3.01. SERVICER TO ACT AS SERVICER..........................................................14
SECTION 3.02. SUB-SERVICING AGREEMENTS BETWEEN SERVICER AND SUB-SERVICERS..........................16
SECTION 3.03. SUCCESSOR SUB-SERVICERS..............................................................17
SECTION 3.04. LIABILITY OF THE SERVICER............................................................18
SECTION 3.05. NO CONTRACTUAL RELATIONSHIP BETWEEN SUB-SERVICERS AND TRUST, INDENTURE
TRUSTEE, NOTEHOLDERS OR INSURER......................................................18
SECTION 3.06. ASSUMPTION OR TERMINATION OF SUB-SERVICING AGREEMENTS BY THE BACK-UP
SERVICER.............................................................................18
SECTION 3.07. COLLECTION OF CERTAIN MORTGAGE LOAN PAYMENTS; SUBSTITUTIONS AND
AMENDMENTS...........................................................................19
SECTION 3.08. SUB-SERVICING ACCOUNTS...............................................................19
SECTION 3.09. [RESERVED]...........................................................................20
SECTION 3.10. COLLECTION ACCOUNTS..................................................................20
SECTION 3.11. WITHDRAWALS FROM THE COLLECTION ACCOUNT..............................................23
SECTION 3.12. [RESERVED]...........................................................................24
SECTION 3.13. ADMINISTRATIVE DUTIES................................................................24
SECTION 3.14. INVESTMENT OF FUNDS IN THE INVESTMENT ACCOUNTS.......................................26
SECTION 3.15. [INTENTIONALLY OMITTED]..............................................................27
SECTION 3.16. MAINTENANCE OF HAZARD INSURANCE AND ERRORS AND OMISSIONS AND FIDELITY
COVERAGE.............................................................................27
SECTION 3.17. ENFORCEMENT OF DUE-ON-SALE CLAUSES, ASSUMPTION AGREEMENTS............................29
SECTION 3.18. REALIZATION UPON DEFAULTED MORTGAGE LOANS............................................30
SECTION 3.19. INDENTURE TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES............................32
SECTION 3.20. SERVICING COMPENSATION...............................................................34
SECTION 3.21. REPORTS TO THE INDENTURE TRUSTEE; COLLECTION ACCOUNT STATEMENTS......................34
(i)
SECTION 3.22. STATEMENT AS TO COMPLIANCE...........................................................35
SECTION 3.23. INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING REPORT.....................................35
SECTION 3.24. ACCESS TO CERTAIN DOCUMENTATION......................................................36
SECTION 3.25. TITLE, MANAGEMENT AND DISPOSITION OF REO PROPERTY....................................36
SECTION 3.26. OBLIGATIONS OF THE SERVICER IN RESPECT OF PREPAYMENT INTEREST SHORTFALLS.............38
SECTION 3.27. [RESERVED]...........................................................................39
SECTION 3.28. OBLIGATIONS OF THE SERVICER IN RESPECT OF MONTHLY PAYMENTS...........................39
SECTION 3.29. [RESERVED]...........................................................................39
SECTION 3.30. OBLIGATIONS UNDER INDENTURE..........................................................39
SECTION 3.31. RECORDS..............................................................................39
SECTION 3.32. ADDITIONAL INFORMATION TO BE FURNISHED TO THE TRUST..................................39
ARTICLE IV
PAYMENTS AND DISTRIBUTIONS; STATEMENTS;
SECTION 4.01. PAYMENTS AND DISTRIBUTIONS...........................................................40
SECTION 4.02. STATEMENTS TO SECURITYHOLDERS........................................................40
SECTION 4.03. MONTHLY ADVANCES.....................................................................44
SECTION 4.04. DETERMINATION OF REALIZED LOSSES.....................................................45
SECTION 4.05. COMPLIANCE WITH WITHHOLDING REQUIREMENTS.............................................45
ARTICLE V
[RESERVED]
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
SECTION 6.01. LIABILITY OF THE DEPOSITOR AND THE SERVICER..........................................46
SECTION 6.02. MERGER OR CONSOLIDATION OF THE DEPOSITOR OR THE SERVICER.............................46
SECTION 6.03. LIMITATION ON LIABILITY OF THE DEPOSITOR, THE SERVICER AND OTHERS....................46
SECTION 6.04. LIMITATION ON RESIGNATION OF THE SERVICER............................................47
SECTION 6.05. RIGHTS OF THE TRUST, THE DEPOSITOR AND OTHERS IN RESPECT OF THE SERVICER.............49
SECTION 6.06. LIMITATION OF LIABILITY..............................................................50
ARTICLE VII
DEFAULT
SECTION 7.01. SERVICER EVENTS OF DEFAULT...........................................................50
SECTION 7.02. BACK-UP SERVICER TO ACT; APPOINTMENT OF SUCCESSOR SERVICER...........................53
SECTION 7.03. NOTIFICATION TO NOTEHOLDERS AND TRUST................................................55
SECTION 7.04. WAIVER OF SERVICER EVENTS OF DEFAULT.................................................55
SECTION 7.05. THE BACK-UP SERVICER.................................................................56
ARTICLE VIII
CONCERNING THE INDENTURE TRUSTEE
SECTION 8.01. DUTIES, RESPONSIBILITIES, ETC. OF INDENTURE TRUSTEE..................................57
SECTION 8.02. REPLACEMENT OF INDENTURE TRUSTEE; SUCCESSOR INDENTURE TRUSTEE;
APPOINTMENT OF CO- OR SEPARATE INDENTURE TRUSTEE.....................................57
SECTION 8.03. REPRESENTATIONS AND WARRANTIES OF THE INDENTURE TRUSTEE..............................57
(ii)
ARTICLE IX
CERTAIN MATTERS REGARDING THE INSURER
SECTION 9.01. RIGHTS OF THE INSURER TO EXERCISE RIGHTS OF CLASS A NOTEHOLDERS......................59
SECTION 9.02. INDENTURE TRUSTEE TO ACT SOLELY WITH CONSENT OF THE INSURER..........................59
SECTION 9.03. TRUST PROPERTY AND ACCOUNTS HELD FOR BENEFIT OF THE INSURER..........................60
SECTION 9.04. NOTICES TO THE INSURER...............................................................60
SECTION 9.05. THIRD-PARTY BENEFICIARY..............................................................60
SECTION 9.06. TERMINATION OF THE SERVICER..........................................................60
ARTICLE X
TERMINATION; SALE AND PURCHASE OF MORTGAGE LOANS
SECTION 10.01. TERMINATION UPON EARLY REDEMPTION OF THE NOTES OR LIQUIDATION OF ALL
MORTGAGE LOANS; RIGHT OF SERVICER AND INSURER TO PURCHASE MORTGAGE LOANS.............61
SECTION 10.02. SALE AND PURCHASE OF MORTGAGE LOANS..................................................61
SECTION 10.03. [RESERVED]...........................................................................62
ARTICLE XI
[RESERVED]
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01. AMENDMENT............................................................................62
SECTION 12.02. RECORDATION OF AGREEMENT; COUNTERPARTS...............................................64
SECTION 12.03. [RESERVED]...........................................................................64
SECTION 12.04. GOVERNING LAW........................................................................64
SECTION 12.05. NOTICES..............................................................................64
SECTION 12.06. SEVERABILITY OF PROVISIONS...........................................................65
SECTION 12.07. NOTICE TO RATING AGENCIES AND INSURER................................................66
SECTION 12.08. ARTICLE AND SECTION REFERENCES.......................................................66
SECTION 12.09. CONFIRMATION OF INTENT...............................................................67
Exhibit A Glossary of Defined Terms
Exhibit B [Reserved]
Exhibit C-1 Form of Indenture Trustee's Initial Certification
Exhibit C-2 Form of Indenture Trustee's Final Certification
Exhibit D Form of Unaffiliated Seller's Agreement
Exhibit E-1 Form of Temporary Request for Release of Mortgage File
Exhibit E-2 Form of Permanent Request for Release of Mortgage File
Exhibit F Form of Certificate of Back-up Servicer
Schedule 1 Mortgage Loan Schedule
(iii)
This Sale and Servicing Agreement, dated as of May 1, 1999, among HOMEGOLD HOME
EQUITY LOAN TRUST 1999-1 (the "Trust"), PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION, as Depositor, HOMEGOLD, INC., as Servicer, FAIRBANKS CAPITAL CORP.,
as Back-up Servicer and FIRST UNION NATIONAL BANK, as Indenture Trustee.
PRELIMINARY STATEMENT:
The Depositor desires to transfer, assign, set over and
otherwise convey to the Trust, and the Trust desires to purchase and acquire
from the Depositor, certain mortgage loans acquired or to be acquired by the
Depositor and certain other related property.
The Trust proposes to issue Notes secured by such mortgage
loans pursuant to an indenture entered into with the Indenture Trustee.
The Servicer is willing to service all such mortgage loans.
Fairbanks Capital Corp. is willing to serve in the capacity as
Back-up Servicer hereunder.
In consideration of the mutual agreements herein contained,
the Trust, the Depositor, the Servicer, the Back-up Servicer and the Indenture
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Defined Terms.
For purposes of this Agreement, all capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed thereto
in Exhibit A hereto. Unless otherwise specified, all calculations described
herein shall be made on the basis of a 360-day year consisting of twelve 30-day
months.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS
Section 2.01. Conveyance of Mortgage Loans.
In consideration of the Trust's delivery of the Certificate
issuable pursuant to Section 4.2 of the Trust Agreement to or upon the written
order of the Depositor and the net proceeds from the issuance of the Notes, the
Depositor, concurrently with the execution and delivery hereof, does hereby
transfer, assign, set over and otherwise convey to the Trust, without recourse
(except as provided herein) all
the right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to the Mortgage Loans, the
rights of the Depositor under the Unaffiliated Seller's Agreement, the Purchase
Agreement and Assignment, and all other assets included or to be included in the
Trust Property. Such assignment includes all interest and principal received by
the Depositor, the Unaffiliated Seller, or the Servicer on or after the Cut-off
Date with respect to the Mortgage Loans. The Trust shall treat the conveyance of
the Mortgage Loans pursuant to this Section 2.01 as a tax free capital
contribution.
Section 2.02. [Reserved]
Section 2.03. Mortgage Files and Documents.
(a) In connection with each transfer and assignment
contemplated by Section 2.01 hereof, the Depositor will cause the
Originator to deliver to, and deposit with, the Indenture Trustee
the following documents or instruments with respect to each
Mortgage Loan (a "Mortgage File") so transferred and assigned:
(i) the original Mortgage Note, endorsed in substantially
the following form: "Pay to the order of First Union National
Bank, as Indenture Trustee for the registered holders of
HomeGold Home Equity Loan Asset Backed Notes, Series 1999-1,
without recourse," with all prior and intervening endorsements
showing a complete chain of endorsement from the originator to
the Person so endorsing to the Indenture Trustee;
(ii) the original Mortgage with evidence of recording
thereon, and the original recorded power of attorney, if the
Mortgage was executed pursuant to a power of attorney, with
evidence of recording thereon or, if such Mortgage or power of
attorney has been submitted for recording but has not been
returned form the applicable public recording office or is not
otherwise available, a copy of such Mortgage or power of
attorney, as the case may be, certified by the Servicer to be
a true and complete copy of the original submitted for
recording with the recorded original to be delivered by the
Servicer to the Indenture Trustee promptly after receipt
thereof;
(iii) an original Assignment of the Mortgage executed
substantially in the following form: "First Union National
Bank, as Indenture Trustee for the registered holders of
HomeGold Home Equity Loan Asset Backed Notes, Series 1999-1";
(iv) the original recorded Assignment or Assignments of
the Mortgage showing a complete chain of assignment from the
originator to the Person assigning the Mortgage to the
Indenture Trustee as contemplated by the immediately preceding
clause (iii) or, if any such Assignment has been submitted for
recording but has not been returned
2
from the applicable public recording office or is not
otherwise available, a copy of such Assignment certified by
the Servicer to be a true and complete copy of the original
submitted for recording with the recorded original to be
delivered by the Servicer to the Indenture Trustee promptly
after receipt thereof;
(v) the original or copies of each assumption,
modification, written assurance or substitution agreement, if
any; and
(vi) except with respect to Mortgage Loans with an
original principal balance of less than $16,000 which were
originated prior to 1996 in a program which required no title
insurance, the original or a copy of the lender's title
insurance policy, together with all endorsements or riders
that were issued with or subsequent to the issuance of such
policy, insuring the priority of the Mortgage as a first or
second lien on the Mortgaged Property represented therein as a
fee interest vested in the Mortgagor, or in the event such
original or copy of title policy is unavailable, a written
commitment or uniform binder or preliminary report of title
issued by the title insurance or escrow company.
(b) The Depositor shall cause the Originator, no later than 30
days following the Originator's receipt of original recording
information and in any event within one year following the Closing
Date, to submit or cause to be submitted for recording, at no
expense to the Trust, the Indenture Trustee or the Insurer, in the
appropriate public office for real property records, each
Assignment referred to in Sections 2.03(a)(iii) and (iv) above. In
the event that any such Assignment is lost or returned unrecorded
because of a defect therein, the Depositor shall promptly prepare
or cause to be prepared a substitute Assignment or cure or cause to
be cured such defect, as the case may be, and thereafter cause each
such Assignment to be duly recorded.
(c) If any original Mortgage Note referred to in Section
2.03(a)(i) cannot be located (as certified by the Originator), the
obligations of the Depositor to cause the Originator to deliver
such documents shall be deemed to be satisfied upon delivery to the
Indenture Trustee of a photocopy of the original of such Mortgage
Note, with a Lost Note Affidavit to follow within one Business Day.
If any of the documents referred to in Section 2.03(a)(ii), (iii)
or (iv) above has as of the Closing Date been submitted for
recording but either (x) has not been returned from the applicable
public recording office or (y) such public recording office has
retained the original of such document, the obligations of the
Depositor to cause the Originator to deliver such documents shall
be deemed to be satisfied upon (1) delivery to the Indenture
Trustee of a copy of each such document certified by the Originator
in the case of (x) above or the applicable public recording office
in the case of (y) above to be a true and complete copy of the
original that was submitted for recording and (2) if such copy is
certified by the Originator, delivery to the Indenture Trustee
promptly upon receipt thereof of either the original or a copy of
such document certified by the applicable
3
public recording office to be a true and complete copy of the
original. Notice shall be provided to the Indenture Trustee, the
Insurer and the Rating Agencies by the Originator if delivery
pursuant to clause (2) above will be made more than 180 days after
the Closing Date. If the original or copy of lender's title
insurance policy was not delivered pursuant to Section 2.03(a)(vi)
above (if required thereunder), the Depositor shall cause the
Originator to deliver to the Indenture Trustee, promptly after
receipt thereof, the original or a copy of the lender's title
insurance policy. The Depositor shall cause the Originator to
deliver to the Indenture Trustee promptly upon receipt thereof any
other original documents constituting a part of a Mortgage File
received with respect to any Mortgage Loan, including, but not
limited to, any original documents evidencing an assumption or
modification of any Mortgage Loan.
(d) All original documents relating to the Mortgage Loans that
are not delivered to the Indenture Trustee are and shall be held by
or on behalf of the Trust, the Originator, the Depositor or the
Servicer, as the case may be, in trust for the benefit of the
Indenture Trustee on behalf of the Noteholders and the Insurer. In
the event that any such original document is required pursuant to
the terms of this Section to be a part of a Mortgage File, such
document shall be delivered promptly to the Indenture Trustee. Any
such original document delivered to or held by the Trust, the
Depositor or the Originator that is not required pursuant to the
terms of this Section to be a part of a Mortgage File, shall be
delivered promptly to the Servicer.
(e) The Depositor herewith delivers to the Indenture Trustee
for the benefit of the Noteholders and the Insurer an executed copy
of the Unaffiliated Seller's Agreement. In addition to the
foregoing, the Depositor shall cause the Insurer to deliver the
Policy to the Indenture Trustee for the benefit of the Noteholders.
Section 2.04. Acceptance by Indenture Trustee.
(a) The Indenture Trustee acknowledges receipt of the Policy
and, subject to the provisions of Section 2.03 and subject to the
review described in the next paragraph below and any exceptions
noted on the exception report described in the next paragraph
below, the documents referred to in Section 2.03 (other than such
documents described in Section 2.03(a)(v)) above and all other
assets included in the definition of "Trust Property" (to the
extent of amounts deposited into the Collection Account and the
Redemption Account) and declares that it holds and will hold such
documents and the other documents delivered and to be delivered to
it constituting a Mortgage File, and that it holds or will hold all
such assets and such other assets included in the definition of
"Trust Property" in trust for the exclusive use and benefit of all
present and future Noteholders and the Insurer in accordance with
the provisions of this Agreement and the Indenture.
4
(b) The Indenture Trustee agrees, for the benefit of the
Noteholders and the Insurer, to review each Mortgage File relating
to the Mortgage Loans within 30 days after the Closing Date, and to
certify in substantially the form attached hereto as Exhibit C-1
that, as to each Mortgage Loan (other than any Mortgage Loan which
has been certified as having been paid in full or any Mortgage Loan
specifically identified in the exception report annexed thereto as
not being covered by such certification), (i) all documents
constituting part of such Mortgage File required to be delivered to
it pursuant to this Agreement are in its possession, (ii) such
documents have been reviewed by it and appear regular on their face
and relate to such Mortgage Loan, (iii) based on its examination
and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) through (3),
(6), (9)(A), (10), (13) and (16) of the definition of "Mortgage
Loan Schedule" accurately reflects information set forth in the
Mortgage File. It is herein acknowledged that, in conducting such
review, the Indenture Trustee is under no duty or obligation (i) 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 have actually been recorded or that they are other than what
they purport to be on their face, or (ii) to determine whether any
Mortgage File should include any of the documents specified in
clause (v) of Section 2.03(a).
(c) Prior to the first anniversary date of this Agreement the
Indenture Trustee shall deliver to the Trust, the Depositor, the
Servicer and the Insurer a final certification in the form annexed
hereto as Exhibit C-2 evidencing the completeness of the Mortgage
Files, with any applicable exceptions noted thereon.
(d) If in the process of reviewing the Mortgage Files and
making or preparing, as the case may be, the certifications
referred to above, the Indenture Trustee finds any document or
documents constituting a part of a Mortgage File to be missing or
defective in any material respect, at the conclusion of its review
the Indenture Trustee shall so notify the Trust, the Depositor, the
Unaffiliated Seller, the Servicer and the Insurer. In addition,
upon the discovery by the Trust, the Depositor, the Servicer or the
Indenture Trustee of a breach of any of the representations and
warranties made by the Unaffiliated Seller in the Unaffiliated
Seller's Agreement, or by the Originator in the Purchase Agreement
and Assignment in respect of any Mortgage Loan which materially
adversely affects such Mortgage Loan or the interests of the
Noteholders or the Insurer in such Mortgage Loan, the party
discovering such breach shall give prompt written notice to the
other parties and the Insurer.
Section 2.05. Repurchase or Substitution of Mortgage Loans.
(a) Upon discovery or receipt of notice of any materially
defective document in, or that a document is missing from, a
Mortgage File or of the breach by the Unaffiliated Seller of any
representation, warranty or covenant
5
under the Unaffiliated Seller's Agreement or by the Originator in
the Purchase Agreement and Assignment in respect of any Mortgage
Loan which materially adversely affects the value of such Mortgage
Loan or the interest therein of the Noteholders or the Insurer, the
party discovering such defect, missing document or breach shall
promptly notify the Trust, the Originator, the Unaffiliated Seller,
the Servicer, the Depositor and the Insurer of such defect, missing
document or breach and request that the Unaffiliated Seller, and
the Originator deliver such missing document or cure such defect or
breach within 60 days from the date the Unaffiliated Seller, and
the Originator were notified of such missing document, defect or
breach, and if the Unaffiliated Seller, or the Originator does not
deliver such missing document or cure such defect or breach in all
material respects during such period, the Indenture Trustee shall
enforce the Unaffiliated Seller's obligation under the Unaffiliated
Seller's Agreement, and the Originator's obligation under the
Purchase Agreement and Assignment (i) in connection with any such
breach that could not reasonably have been cured within such 60-day
period, if the Unaffiliated Seller, or the Originator shall have
commenced to cure such breach within such 60-day period, to proceed
thereafter diligently and expeditiously to cure the same within the
period provided under the Unaffiliated Seller's Agreement, or the
Purchase Agreement and Assignment and (ii) in connection with any
such breach (subject to clause (i) above) or in connection with any
missing document defect, to repurchase such Mortgage Loan from the
Trust Property at the Purchase Price within 60 days after the date
on which it was notified (subject to Section 2.05(e)) of such
missing document, defect or breach, if and to the extent that the
Unaffiliated Seller is obligated to do so under the Unaffiliated
Seller's Agreement, and the Originator is obligated to do so under
the Purchase Agreement and Assignment. The Purchase Price for the
repurchased Mortgage Loan shall be deposited in the Collection
Account and the Indenture Trustee, upon receipt of written
certification from the Servicer of such deposit, shall release the
related Mortgage File to the Unaffiliated Seller or the Originator,
as the case may be, and shall execute and deliver such instruments
of transfer or assignment, in each case without recourse, as the
Unaffiliated Seller or the Originator shall furnish to it and as
shall be necessary to vest in the Unaffiliated Seller or the
Originator, as the case may be, any Mortgage Loan released pursuant
hereto and the Indenture Trustee shall have no further
responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, if so
provided in the Purchase Agreement and Assignment, the Originator
may cause such Mortgage Loan to be removed from the Trust Property
(in which case it shall become a Deleted Mortgage Loan) and
substitute one or more Qualified Substitute Mortgage Loans in the
manner and subject to the limitations set forth in Section 2.05(d).
It is understood and agreed that the obligation of the Unaffiliated
Seller and the Originator to cure or to repurchase (or to
substitute for) any Mortgage Loan as to which a document is
missing, a material defect in a constituent document exists or as
to which such a breach has occurred and is continuing shall
constitute the sole remedy respecting such omission, defect or
breach available to the Indenture Trustee on behalf of the
Noteholders and the Insurer.
6
Notwithstanding anything to the contrary contained herein, any
Mortgage Loan substituted pursuant to the last paragraph of Section
3.07 shall be deemed to be a Qualified Substitute Mortgage Loan for
purposes of this Section 2.05.
(b) [Reserved]
(c) [Reserved]
(d) As to any Deleted Mortgage Loan for which the Originator
substitutes a Qualified Substitute Mortgage Loan or Loans, such
substitution shall be effected by the Originator delivering to the
Indenture Trustee, for such Qualified Substitute Mortgage Loan or
Loans, the Mortgage Note, the Mortgage, the Assignment to the
Indenture Trustee, and such other documents and agreements, with
all necessary endorsements thereon, as are required by Section
2.03, together with an Officers' Certificate providing that each
such Qualified Substitute Mortgage Loan satisfies the definition
thereof and specifying the Substitution Shortfall Amount (as
described below), if any, in connection with such substitution. The
Indenture Trustee shall acknowledge receipt for such Qualified
Substitute Mortgage Loan or Loans and, within ten Business Days
thereafter, review such documents as specified in Section 2.04 and
deliver to the Depositor, the Servicer and the Insurer, with
respect to such Qualified Substitute Mortgage Loan or Loans, a
certification substantially in the form attached hereto as Exhibit
C-1, with any applicable exceptions noted thereon. Within one year
of the date of substitution, the Indenture Trustee shall deliver to
the Depositor, the Servicer and the Insurer a certification
substantially in form of Exhibit C-2 hereto with respect to such
Qualified Substitute Mortgage Loan or Loans, with any applicable
exceptions noted thereon. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution
are part of the Trust and will be retained by the Trust. For the
month of substitution, payments and distributions hereunder and
under the Indenture will reflect the collections and recoveries in
respect of such Deleted Mortgage Loan in the Collection Period
preceding the month of substitution and the Originator shall
thereafter be entitled to retain all amounts from the terms of this
Agreement and the substitution of the Qualified Substitute Mortgage
Loan and shall thereafter be entitled all amounts subsequently
received in respect of such Deleted Mortgage Loan. The Servicer
shall amend the Mortgage Loan Schedule to reflect the removal of
such Deleted Mortgage Loan from the terms of this Agreement and the
substitution of the Qualified Substitute Mortgage Loan or Loans and
shall deliver a copy of such amended Mortgage Loan Schedule to the
Indenture Trustee. Upon such substitution, such Qualified
Substitute Mortgage Loan or Loans shall constitute part of the
Mortgage Pool and shall be subject in all respects to the terms of
this Agreement and, in the case of a substitution effected by the
Originator, the Purchase Agreement and Assignment, including, in
the case of a substitution effected by the Originator all
applicable representations and warranties thereof included in the
Purchase Agreement and Assignment as of the date of substitution.
7
For any month in which the Originator substitutes one or more
Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the
Servicer will determine the amount (the "Substitution Shortfall Amount"), if
any, by which the aggregate Purchase Price of all such Deleted Mortgage Loans
exceeds the aggregate, as to each such Qualified Substitute Mortgage Loan, of
the Stated Principal Balance thereof as of the related Cut-off Date, together
with one month's interest on such principal balance at the applicable Net
Mortgage Rate. On the date of such substitution, the Originator will deliver or
cause to be delivered to the Servicer for deposit in the Collection Account an
amount equal to the Substitution Shortfall Amount, if any, and the Indenture
Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans
and certification by the Servicer of such deposit, shall release to the
Originator the related Mortgage File or Files and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as the
Originator shall deliver to it and as shall be necessary to vest therein any
Deleted Mortgage Loan released pursuant hereto.
In the event of a breach of the representation in the
Unaffiliated Seller's Agreement and the Purchase Agreement and Assignment that
none of the Mortgage Loans is a "bond for title" obligation or loan, such
Mortgage Loan shall be repurchased or substituted for as provided in this
Section 2.05 within thirty days of the Closing Date.
Section 2.06. Representations and Warranties of the Depositor.
(a) The Depositor hereby represents and warrants to the Trust
and the Indenture Trustee for the benefit of the Noteholders and
the Insurer that as of the Closing Date the assignment of the
Depositor's rights, but none of its obligations, under the
Unaffiliated Seller's Agreement is valid, enforceable and effective
to permit the Indenture Trustee to enforce the obligations of the
Unaffiliated Seller thereunder.
(b) It is understood and agreed that the representations and
warranties set forth in this Section 2.06 shall survive delivery of
the Mortgage Files to the Indenture Trustee and shall inure to the
benefit of the Trust, the Noteholders and the Insurer
notwithstanding any restrictive or qualified endorsement or
assignment. Upon discovery by any of the Trust, the Depositor, the
Servicer or the Indenture Trustee of a breach of any of such
representations and warranties which materially and adversely
affects the value of any Mortgage Loan or the interests therein of
the Noteholders and the Insurer, the party discovering such breach
shall give prompt written notice to the other parties hereto, the
Originator and the Insurer and in no event later than two Business
Days from the date of such discovery.
(c) The Depositor is duly organized, validly existing and in
good standing as a corporation under the laws of the state of its
incorporation.
(d) The Depositor has the full power and authority to conduct
its business as presently conducted by it and to execute, deliver
and perform, and to
8
enter into and consummate, all transactions contemplated by this
Agreement. The Depositor has duly authorized the execution,
delivery and performance of this Agreement, has duly executed and
delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery hereof by the Trust, the
Servicer and the Indenture Trustee, constitutes a legal, valid and
binding obligation of the Depositor, enforceable against it in
accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization or similar
laws affecting the enforcement of creditors' rights generally and
by general principles of equity.
(e) The execution and delivery of this Agreement by the
Depositor and the performance of and compliance with the terms of
this Agreement will not (a) violate the Depositor's charter or
by-laws or any law, rule, regulation, order, judgment, award,
administrative interpretation, injunction, writ, decree or the like
affecting the Depositor or by which the Depositor is bound or (b)
result in a breach of or constitute a default under any indenture
or other material agreement to which the Depositor is a party or by
which the Depositor is bound, which in the case of either clause
(a) or (b) will have a material adverse effect on the Depositor's
ability to perform its obligations under this Agreement.
(f) There are no actions or proceedings against,
investigations known to it of, the Depositor before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or
(C) that might prohibit or materially and adversely affect the
performance by the Depositor of its obligations under, or validity
or enforceability of, this Agreement.
(g) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and performance by the Depositor of, or compliance by the
Depositor with, this Agreement or the consummation of the
transactions contemplated by this Agreement, except for such
consents, approvals, authorizations or orders, if any, that have
been obtained prior to the Closing Date.
Section 2.07. Representations, Warranties and Covenants of the
Servicer.
The Servicer hereby represents, warrants and covenants to the
Indenture Trustee, for the benefit of each of the Indenture Trustee, the
Noteholders, the Insurer and to the Depositor that as of the Closing Date or as
of such date specifically provided herein:
(i) The Servicer is duly organized, validly existing and
in good standing as a corporation under the laws of the state
of its incorporation and is and will remain duly licensed
under and in compliance with the laws of each state in which
any Mortgaged Property is located to the
9
extent necessary to ensure the enforceability of each Mortgage
Loan and the servicing of the Mortgage Loan in accordance with
the terms of this Agreement;
(ii) The Servicer has the full power and authority to
conduct its business as presently conducted by it and to
execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement.
The Servicer has duly authorized the execution, delivery and
performance of this Agreement, has duly executed and delivered
this Agreement, and this Agreement, assuming due
authorization, execution and delivery hereof by the Trust, the
Depositor and the Indenture Trustee, constitutes a legal,
valid and binding obligation of the Servicer, enforceable
against it in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by general
principles of equity;
(iii) The execution and delivery of this Agreement by the
Servicer and the performance of and compliance with the terms
of this Agreement will not (a) violate the Servicer's charter
or by-laws or any law, rule, regulation, order, judgment,
award, administrative interpretation, injunction, writ, decree
or the like affecting the Servicer or by which the Servicer is
bound or (b) result in a breach of or constitute a default
under any indenture or other material agreement to which the
Servicer is a party or by which the Servicer is bound, which
in the case of either clause (a) or (b) will have a material
adverse effect on the Servicer's ability to perform its
obligations under this Agreement;
(iv) [reserved];
(v) The Servicer does not believe, nor does it have any
reason or cause to believe, that it cannot perform each and
every covenant of it contained in this Agreement;
(vi) With respect to each Mortgage Loan, the Servicer will
deliver possession of a complete Mortgage File, except for
such documents as have been delivered to the Indenture
Trustee;
(vii) There are no actions or proceedings against,
investigations known to it of, the Servicer before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this
Agreement or (C) that might prohibit or materially and
adversely affect the performance by the Servicer of its
obligations under, or validity or enforceability of, this
Agreement; and
10
(viii) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
execution, delivery and performance by the Servicer of, or
compliance by the Servicer with, this Agreement or the
consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations
or orders, if any, that have been obtained prior to the
Closing Date.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.07 shall survive delivery
of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of
the Trust, the Indenture Trustee, the Depositor, the Noteholders and the
Insurer. Upon discovery by any of the Trust, the Depositor, the Servicer or the
Indenture Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Noteholders and the Insurer, the
party discovering such breach shall give prompt written notice (but in no event
later than two Business Days following such discovery) to the parties hereto,
the Originator and the Insurer.
Section 2.08. Representations and Warranties of the Trust.
The Trust hereby represents, warrants and covenants to the
Indenture Trustee, for the benefit of each of the Indenture Trustee, the
Noteholders, the Servicer, the Insurer and to the Depositor that as of the
Closing Date or as of such date specifically provided herein:
(a) The Trust is duly organized, validly existing and in good
standing as a Delaware Business Trust under the laws of the State
of Delaware.
(b) The Trust has the full power and authority to conduct its
business as presently conducted by it and to execute, deliver and
perform, and to enter into and consummate, all transactions
contemplated by this Agreement. The Trust has duly authorized the
execution, delivery and performance of this Agreement, has duly
executed and delivered this Agreement, and this Agreement, assuming
due authorization, execution and delivery hereof by the Depositor,
the Servicer and the Indenture Trustee, constitutes a legal, valid
and binding obligation of the Trust, enforceable against it in
accordance with its terms except as the enforceability thereof may
be limited by bankruptcy, insolvency, reorganization or similar
laws affecting the enforcement of creditors' rights generally and
by general principles of equity.
(c) The execution and delivery of this Agreement by the Trust
and the performance of and compliance with the terms of this
Agreement will not (a) violate the Certificate of Trust, Trust
Agreement or other constituent documents of the Trust or any law,
rule, regulation, order, judgment, award, administrative
interpretation, injunction, writ, decree or the like affecting the
Trust or by which the Trust is bound or (b) result in a breach of
or constitute a default under any indenture or other material
agreement to which the Trust is a party or by which
11
the Trust is bound, which in the case of either clause (a) or (b)
will have a material adverse effect on the Trust's ability to
perform its obligations under this Agreement.
(d) There are no actions or proceedings against,
investigations known to it of, the Trust before any court,
administrative or other tribunal (A) that might prohibit its
entering into this Agreement, (B) seeking to prevent the
consummation of the transactions contemplated by this Agreement or
(C) that might prohibit or materially and adversely affect the
performance by the Trust of its obligations under, or validity or
enforceability of, this Agreement.
(e) No consent, approval, authorization or order of any court
or governmental agency or body is required for the execution,
delivery and performance by the Trust of, or compliance by the
Trust with, this Agreement or the consummation of the transactions
contemplated by this Agreement, except for such consents,
approvals, authorizations or orders, if any, that have been
obtained prior to the Closing Date.
It is understood and agreed that the representations and
warranties set forth in this Section 2.08 shall survive delivery of
the Mortgage Files to the Indenture Trustee and shall inure to the
benefit of the Noteholders, the Indenture Trustee and the Insurer
notwithstanding any restrictive or qualified endorsement or
assignment. Upon discovery by any of the Depositor, the Servicer or
the Indenture Trustee of a breach of any of such representations
and warranties which materially and adversely affects the value of
any Mortgage Loan or the interests therein of the Noteholders and
the Insurer, the party discovering such breach shall give prompt
written notice to the other parties hereto, the Originator and the
Insurer and in no event later than two Business Days from the date
of such discovery.
Section 2.09. Issuance of Securities.
(a) The Trust acknowledges the assignment to it of the
Mortgage Loans and the delivery to it of the Mortgage Files,
subject to the provisions of Sections 2.02, 2.03 and 2.04, together
with the assignment to it of all other assets included in the Trust
Property, receipt of which is hereby acknowledged. Concurrently
with such assignment and delivery, the Trust and Indenture Trustee,
pursuant to the written request of the Trust, are executing,
authenticating and delivering the Notes to or upon the order of the
Trust, in accordance with the terms of the Indenture.
(b) In consideration of the conveyance to it by the Depositor
of the Mortgage Loans as contemplated in Section 2.01, subject to
the provisions of sections 2.03 and 2.04, the Owner Trustee is
executing, authenticating and delivering on behalf of the Trust the
Certificate issuable pursuant to Section 4.2 of the Trust Agreement
to or upon the written order of the Depositor.
12
Section 2.10. Satisfaction and Discharge of Warehouse Liens.
(a) The Trust agrees to satisfy and discharge, effective on
the Closing Date, all Warehouse Liens with respect to the Mortgage
Loans.
(b) [Reserved]
Section 2.11. Representations, Warranties and Covenants of the
Back-up Servicer.
The Back-up Servicer hereby represents, warrants and covenants
to the Indenture Trustee, for the benefit of each of the Indenture Trustee, the
Noteholders, the Insurer and to the Depositor that as of the Closing Date or as
of such date specifically provided herein:
(i) The Back-up Servicer is duly organized, validly
existing and in good standing as a corporation under the laws
of the state of its incorporation and is and will remain duly
licensed under and in compliance with the laws of each state
in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan
and the servicing of the Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The Back-up Servicer has the full power and authority
to conduct its business as presently conducted by it and to
execute, deliver and perform, and to enter into and
consummate, all transactions contemplated by this Agreement.
The Back-up Servicer has duly authorized the execution,
delivery and performance of this Agreement, has duly executed
and delivered this Agreement, and this Agreement, assuming due
authorization, execution and delivery hereof by the Trust, the
Depositor and the Indenture Trustee, constitutes a legal,
valid and binding obligation of the Back-up Servicer,
enforceable against it in accordance with its terms except as
the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting the
enforcement of creditors' rights generally and by general
principles of equity;
(iii) The execution and delivery of this Agreement by the
Back-up Servicer and the performance of and compliance with
the terms of this Agreement will not (a) violate the Back-up
Servicer's charter or by-laws or any law, rule, regulation,
order, judgment, award, administrative interpretation,
injunction, writ, decree or the like affecting the Back-up
Servicer or by which the Back-up Servicer is bound or (b)
result in a breach of or constitute a default under any
indenture or other material agreement to which the Back-up
Servicer is a party or by which the Back-up Servicer is bound,
which in the case of either clause (a) or (b)
13
will have a material adverse effect on the Back-up Servicer's
ability to perform its obligations under this Agreement;
(iv) The Back-up Servicer does not believe, nor does it
have any reason or cause to believe, that it cannot perform
each and every covenant of it contained in this Agreement;
(v) There are no actions or proceedings against,
investigations known to it of, the Back-up Servicer before any
court, administrative or other tribunal (A) that might
prohibit its entering into this Agreement, (B) seeking to
prevent the consummation of the transactions contemplated by
this Agreement or (C) that might prohibit or materially and
adversely affect the performance by the Back-up Servicer of
its obligations under, or validity or enforceability of, this
Agreement; and
(vi) No consent, approval, authorization or order of any
court or governmental agency or body is required for the
execution, delivery and performance by the Back-up Servicer
of, or compliance by the Back-up Servicer with, this Agreement
or the consummation of the transactions contemplated by this
Agreement, except for such consents, approvals, authorizations
or orders, if any, that have been obtained prior to the
Closing Date.
It is understood and agreed that the representations,
warranties and covenants set forth in this Section 2.11 shall survive delivery
of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of
the Trust, the Indenture Trustee, the Depositor, the Noteholders and the
Insurer. Upon discovery by any of the Trust, the Depositor, the Back-up Servicer
or the Indenture Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan or the interests therein of the Noteholders and the Insurer, the
party discovering such breach shall give prompt written notice (but in no event
later than two Business Days following such discovery) to the parties hereto,
the Originator and the Insurer.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST PROPERTY
Section 3.01. Servicer to Act as Servicer.
The Servicer shall service and administer the Mortgage Loans
on behalf of the Indenture Trustee and in the best interests of and for the
benefit of the Securityholders and the Insurer (as determined by the Servicer in
its reasonable judgment) in accordance with the terms of this Agreement and the
respective Mortgage Loans and, to the extent consistent with such terms, in the
same manner in which it services and administers similar mortgage loans for its
own portfolio, giving due
14
consideration to customary and usual standards of practice of prudent mortgage
lenders and loan servicers administering similar mortgage loans but without
regard to:
(i) any relationship that the Servicer, any Sub-Servicer
or any Affiliate of the Servicer or any Sub-Servicer may have
with the related Mortgagor;
(ii) the ownership of any Security by the Servicer or any
Affiliate of the Servicer;
(iii) the Servicer's obligation to make Monthly Advances
or Servicing Advances; or
(iv) the Servicer's or any Sub-Servicer's right to receive
compensation for its services hereunder or with respect to any
particular transaction.
To the extent consistent with the foregoing, the Servicer shall also seek to
maximize the timely and complete recovery of principal and interest on the
Mortgage Notes. Subject only to the above-described servicing standards and the
terms of this Agreement and of the respective Mortgage Loans, the Servicer shall
have full power and authority, acting alone or through Sub-Servicers as provided
in Section 3.02, to do or cause to be done any and all things in connection with
such servicing and administration which it may deem necessary or desirable. The
Servicer shall promptly notify the Back-up Servicer in writing of any event,
circumstance or occurrence which materially adversely affects the ability of the
Servicer to service the Mortgage Loans or to otherwise perform and carry out its
duties, responsibilities and obligations under and in accordance with this
Agreement. Without limiting the generality of the foregoing, the Servicer in its
own name or in the name of a Sub-Servicer is hereby authorized and empowered
when the Servicer believes it reasonably necessary in its best judgment in order
to comply with its servicing duties hereunder, to execute and deliver, on behalf
of the Indenture Trustee and the Noteholders or any of them, and upon notice to
the Indenture Trustee, any and all instruments of satisfaction or cancellation,
or of partial or full release or discharge, and all other comparable
instruments, with respect to the Mortgage Loans and the Mortgaged Properties and
to institute foreclosure proceedings or obtain a deed-in-lieu of foreclosure so
as to convert the ownership of such properties, and to hold or cause to be held
title to such properties, on behalf of the Indenture Trustee, the Noteholders
and the Insurer. The Servicer shall service and administer the Mortgage Loans in
accordance with applicable state and federal law and shall provide to the
Mortgagors any reports required to be provided to them thereby. The Servicer
shall also comply in the performance of this Agreement with all reasonable rules
and requirements of each insurer under any standard hazard insurance policy.
Subject to Section 3.19, the Indenture Trustee shall execute, at the written
request of the Servicer, and furnish the Servicer and any Sub-Servicer any
special or limited powers of attorney and other documents necessary or
appropriate to enable the Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder and the Indenture Trustee shall
15
not be liable for the actions of the Servicer or any Sub-Servicers under such
powers of attorney.
In accordance with the standards of the preceding paragraph,
the Servicer shall advance or cause to be advanced funds as necessary for the
purpose of effecting the timely payment of taxes and assessments on the
Mortgaged Properties, which advances shall be reimbursable in the first instance
from related collections from the Mortgagors pursuant to Section 3.09, and
further as provided in Section 3.11. Any cost incurred by the Servicer or by
Sub-Servicers in effecting the timely payment of taxes and assessments on a
Mortgaged Property shall not, for the purpose of calculating the Stated
Principal Balance of a Mortgage Loan or payments to Noteholders, be added to the
unpaid principal balance of the related Mortgage Loan, notwithstanding that the
terms of such Mortgage Loan so permit.
The Servicer may delegate its responsibilities under this
Agreement; provided, however, that no such delegation shall release the Servicer
from the responsibilities or liabilities arising under this Agreement.
Section 3.02. Sub-Servicing Agreements Between Servicer and
Sub-Servicers.
(a) The Servicer may enter into Sub-Servicing Agreements
(provided that the Servicer shall have obtained the consent of the
Insurer and provided such agreements would not result in a
withdrawal or a downgrading by any Rating Agency of the rating or
any shadow rating on the Notes) with Sub-Servicers, for the
servicing and administration of the Mortgage Loans.
(b) Each Sub-Servicer shall be (i) authorized to transact
business in the state or states where the related Mortgaged
Properties it is to service are situated, if and to the extent
required by applicable law to enable the Sub-Servicer to perform
its obligations hereunder and under the Sub-Servicing Agreement,
(ii) an institution approved as a mortgage loan originator by the
Federal Housing Administration or an institution the deposit
accounts in which are insured by the FDIC, and (iii) a FHLMC or
FNMA approved mortgage servicer. Each Sub-Servicing Agreement must
impose on the Sub-Servicer requirements conforming to the
provisions set forth in Section 3.08 and provide for servicing of
the Mortgage Loans consistent with the terms of this Agreement. The
Servicer will examine each Sub-Servicing Agreement and will be
familiar with the terms thereof. The terms of any Sub-Servicing
Agreement will not be inconsistent with any of the provisions of
this Agreement. The Servicer and the Sub-Servicers may enter into
and make amendments to the Sub-Servicing Agreements or enter into
different forms of Sub-Servicing Agreements; provided, however,
that any such amendments or different forms shall be consistent
with and not violate the provisions of this Agreement, and that no
such amendment or different form shall be made or entered into
which could be reasonably expected to be materially adverse to the
interests of the Noteholders, without the consent of the Insurer.
Any variation without the consent of the
16
Insurer from the provisions set forth in Section 3.08 relating to
insurance or priority requirements of Sub-Servicing Accounts, or
credits and charges to the Sub-Servicing Accounts or the timing and
amount of remittances by the Sub-Servicers to the Servicer, are
conclusively deemed to be inconsistent with this Agreement and
therefore prohibited. The Servicer shall deliver to the Indenture
Trustee, the Back-up Servicer and the Insurer copies of all
Sub-Servicing Agreements, and any amendments or modifications
thereof, promptly upon the Servicer's execution and delivery of
such instruments.
(c) As part of its servicing activities hereunder, the
Servicer, for the benefit of the Indenture Trustee, the Noteholders
and the Insurer, shall enforce the obligations of each Sub-Servicer
under the related Sub-Servicing Agreement, of the Unaffiliated
Seller under the Unaffiliated Seller's Agreement, and of the
Originator under the Purchase Agreement and Assignment, including,
without limitation, any obligation to make advances in respect of
delinquent payments as required by a Sub-Servicing Agreement, or to
purchase a Mortgage Loan on account of missing or defective
documentation or on account of a breach of a representation,
warranty or covenant, as described in Section 2.05(a). Such
enforcement, including, without limitation, the legal prosecution
of claims, termination of Sub-Servicing Agreements, and the pursuit
of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Servicer, in its good
faith business judgment, would require were it the owner of the
related Mortgage Loans. The Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor
only (i) from a general recovery resulting from such enforcement,
to the extent, if any, that such recovery exceeds all amounts due
in respect of the related Mortgage Loans, or (ii) from a specific
recovery of costs, expenses or attorneys' fees against the party
against whom such enforcement is directed. Enforcement of the
Unaffiliated Seller's Agreement against the Unaffiliated Seller
shall be effected by the Servicer and the Originator in accordance
with the foregoing provisions of this paragraph. Enforcement of the
Purchase Agreement and Assignment against the Originator shall be
effected by the Indenture Trustee in accordance with the provisions
of this paragraph.
Section 3.03. Successor Sub-Servicers.
The Servicer shall be entitled to terminate any Sub-Servicing
Agreement and the rights and obligations of any Sub-Servicer pursuant to any
Sub-Servicing Agreement in accordance with the terms and conditions of such
Sub-Servicing Agreement but only with the prior consent of the Insurer. In the
event of termination of any Sub-Servicer, all servicing obligations of such
Sub-Servicer shall be assumed simultaneously by the Servicer without any act or
deed on the part of such Sub-Servicer or the Servicer, and the Servicer either
shall service directly the related Mortgage Loans or shall enter into a
Sub-Servicing Agreement with a successor Sub-Servicer which qualifies under
Section 3.02. The Sub-Servicer shall give written notice to the Back-up
Servicer, Indenture Trustee and the Insurer of the termination of any
Sub-Servicer.
17
Any Sub-Servicing Agreement shall include the provision that
(i) such agreement may be immediately terminated by the Back-up Servicer or
Indenture Trustee without fee, in accordance with the terms of this Agreement,
in the event that the Servicer shall, for any reason, no longer be the Servicer
(including termination due to a Servicer Event of Default) or (ii) clearly and
unambiguously states that any termination fee is the sole responsibility of the
Servicer and none of the Trust, the Back-up Servicer, the Indenture Trustee, the
Securityholders or the Insurer has any liability therefor, regardless of the
circumstances surrounding such termination.
Section 3.04. Liability of the Servicer.
Notwithstanding any Sub-Servicing Agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the
Servicer and a Sub-Servicer or reference to actions taken through a Sub-Servicer
or otherwise, the Servicer shall remain obligated and primarily liable to the
Indenture Trustee, the Noteholders and the Insurer for the servicing and
administering of the Mortgage Loans in accordance with the provisions of Section
3.01 without diminution of such obligation or liability by virtue of such
Sub-Servicing Agreements or arrangements or by virtue of indemnification from
the Sub-Servicer and to the same extent and under the same terms and conditions
as if the Servicer alone were servicing and administering the Mortgage Loans.
The Servicer shall be entitled to enter into any agreement with a Sub-Servicer
for indemnification of the Servicer by such Sub-Servicer and nothing contained
in this Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship between
Sub-Servicers and Trust, Indenture Trustee, Noteholders or Insurer.
Any Sub-Servicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Sub-Servicer
in its capacity as such shall be deemed to be between the Sub-Servicer and the
Servicer alone, and none of the Trust, the Back-up Servicer, the Indenture
Trustee, the Securityholders or the Insurer shall be deemed to be a party
thereto or to have any claims, rights, obligations, duties or liabilities with
respect to the Sub-Servicer except as set forth in Section 3.06. The Servicer
shall be solely liable for all fees owed by it to any Sub-Servicer, irrespective
of whether the Servicer's compensation pursuant to this Agreement is sufficient
pay such fees.
Section 3.06. Assumption or Termination of Sub-Servicing
Agreements by the Back-up Servicer.
In the event the original Servicer shall for any reason no
longer be the servicer (including by reason of the occurrence of a Servicer
Event of Default), the Back-up Servicer or its designee shall thereupon assume
all of the rights and obligations of the Servicer under each Sub-Servicing
Agreement that the Servicer may have entered into, unless the Back-up Servicer
(at the direction of the Insurer) elects to terminate any Sub-Servicing
Agreement in accordance with its terms as provided in Section 3.03. Upon such
assumption, the Back-up Servicer, its designee or the successor servicer for
18
the Back-up Servicer appointed pursuant to Section 7.02 shall be deemed, subject
to Section 3.03, to have assumed all of the Servicer's interest therein and to
have replaced the Servicer as a party to each Sub-Servicing Agreement to the
same extent as if each Sub-Servicing Agreement had been assigned to the assuming
party, except that the Servicer shall not thereby be relieved of any liability
or obligations under any Sub-Servicing Agreement.
The Servicer at its expense shall, upon request of the
Indenture Trustee or the Back-up Servicer, deliver to the assuming party all
documents and records relating to each Sub-Servicing Agreement and the Mortgage
Loans then being serviced and an accounting of amounts collected and held by or
on behalf of it, and otherwise use its best efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreements to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Substitutions and Amendments.
The Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement,
follow such collection procedures as it would follow with respect to mortgage
loans comparable to the Mortgage Loans and held for its own account. Consistent
with the foregoing, the Servicer may in its discretion (i) waive any late
payment charge or, if applicable, penalty interest, (ii) extend the due dates
for the Monthly Payments due on a Mortgage Note for a period of not greater than
90 days, or (iii) if the Servicer provides prior written notice to the Insurer
to which the Insurer does not object within two Business Days, extend the due
dates for Monthly Payments due on a Mortgage Loan for a period of not greater
than 180 days; provided, that any extension pursuant to clause (ii) or clause
(iii) above shall not affect the amortization schedule of any Mortgage Loan for
purposes of any computation hereunder; and provided, further, that no more than
two such extensions shall be granted with respect to any single Mortgage Loan.
In addition to the rights of the Servicer pursuant to the
immediately preceding paragraph of this Section 3.07, the Servicer may, at its
option (but only with the written consent of the Insurer) substitute Mortgage
Loans for Mortgage Loans included in either Group and amend the terms of any of
the Mortgage Loans included in either Group; provided, however, that the
aggregate outstanding principal balance of Mortgage Loans in either Group for
which substitutions and amendments are so allowed may not exceed 10% of the
initial aggregate principal balance of the Mortgage Loans in such Group as of
the Cut-off Date.
Section 3.08. Sub-Servicing Accounts.
In those cases where a Sub-Servicer is servicing a Mortgage
Loan pursuant to a Sub-Servicing Agreement, the Sub-Servicer will be required to
establish and maintain one or more accounts (collectively, the "Sub-Servicing
Account"). The Sub-Servicing Account shall be an Eligible Account and shall
comply with all
19
requirements of this Agreement relating to the Collection Account. The
Sub-Servicer will be required to deposit into the Sub-Servicing Account no later
than the first Business Day after receipt all proceeds of Mortgage Loans
received by the Sub-Servicer, less its servicing compensation to the extent
permitted by the Sub-Servicing Agreement and to remit such proceeds to the
Servicer for deposit in the Collection Account not later than the first Business
Day thereafter. For purposes of this Agreement, the Servicer shall be deemed to
have received payments on the Mortgage Loans when the Sub-Servicer receives such
payments.
Section 3.09. [Reserved].
Section 3.10. Collection Accounts.
(a) The Indenture Trustee shall establish and maintain one or
more accounts (such account or accounts, the "Collection Account"),
held in trust for the benefit of the Indenture Trustee, the
Noteholders and the Insurer. On behalf of the Indenture Trustee,
the Servicer shall deposit or cause to be deposited in the clearing
account in which it customarily deposits payments and collections
on mortgage loans in connection with its mortgage loan servicing
activities on a daily basis, and in no event more than one Business
Day after the Servicer's receipt thereof, and shall thereafter
deposit in the Collection Account, in no event more than one
Business Day after the deposit of such payments into such clearing
account, the following payments and collections received or made by
it on or subsequent to the Cut-off Date:
(i) all payments on account of principal, including
Principal Prepayments, on the Mortgage Loans in each Group;
(ii) all payments on account of interest (net of the
related Servicing Fee) on each Mortgage Loan in each Group;
(iii) all Insurance Proceeds and Liquidation Proceeds
(other than proceeds collected in respect of any particular
REO Property and amounts paid by the Servicer in connection
with a purchase of Mortgage Loans and REO Properties in each
Group pursuant to Section 10.01);
(iv) any amounts required to be deposited pursuant to
Section 3.14 in connection with any losses realized on
Permitted Investments with respect to funds held in the
Collection Account with respect to the Mortgage Loans in each
Group;
(v) any amounts required to be deposited by the Servicer
pursuant to the second paragraph of Section 3.16(a) in respect
of any blanket policy deductibles with respect to the Mortgage
Loans in each Group; and
(vi) any Purchase Price or Substitution Shortfall Amount
delivered to the Servicer.
20
For purposes of the immediately preceding sentence, the Cut-off Date with
respect to any Qualified Substitute Mortgage Loan shall be deemed to be the date
of substitution.
The foregoing requirements for deposit in the Collection
Accounts shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments in the nature of prepayment
or late payment charges or assumption fees need not be deposited by the Servicer
in the Collection Account. In the event the Servicer shall deposit in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from the Collection Account, any provision herein
to the contrary notwithstanding.
(b) The Indenture Trustee shall establish and maintain the
Distribution Account in accordance with the provisions of Section
8.7 of the Indenture. The Servicer shall deliver to the Indenture
Trustee in immediately available funds for deposit in the
Distribution Account on or before 3:00 p.m. New York time (i) on
the Servicer Remittance Date, that portion of the Available
Distribution Amount for the related Payment Date then on deposit in
the Collection Account, and (ii) on each Business Day as of the
commencement of which the balance on deposit in the Collection
Account exceeds $75,000 following any withdrawals pursuant to the
next succeeding sentence, the amount of such excess, but only if
the Collection Account constitutes an Eligible Account solely
pursuant to clause (ii) of the definition of "Eligible Account." If
the balance on deposit in the Collection Account exceeds $75,000 as
of the commencement of business on any Business Day and the
Collection Account constitutes an Eligible Account solely pursuant
to clause (ii) of the definition of "Eligible Account," the
Servicer shall, on or before 3:00 p.m. New York time on such
Business Day, withdraw from the Collection Account any and all
amounts payable or reimbursable to the Depositor, the Servicer, the
Indenture Trustee, the Unaffiliated Seller or any Sub-Servicer
pursuant to Section 3.11 and shall pay such amounts to the Persons
entitled thereto.
(c) Funds in the Collection Account may be invested in
Permitted Investments in accordance with the provisions set forth
in Section 3.14. The Servicer shall give notice to the Indenture
Trustee and the Insurer of the location of the Collection Account
maintained by it when established and prior to any change thereof.
The Indenture Trustee shall give notice to the Servicer, the Trust,
the Depositor and the Insurer of the location of the Distribution
Account when established and prior to any change thereof.
(d) Funds held in the Collection Account at any time may be
delivered by the Servicer to the Indenture Trustee for deposit in
the Distribution Account. In the event the Servicer shall deliver
to the Indenture Trustee for deposit in the Distribution Account
any amount not required to be deposited therein, it may at any time
request that the Indenture Trustee withdraw such amount from the
Distribution Account and remit to it any such amount, any provision
herein to the contrary notwithstanding. In addition, the Servicer
shall deliver to the Indenture Trustee from time to time for
deposit the amounts set forth in clauses
21
(i) through (v) below, and the Indenture Trustee shall deposit such
amounts in the Distribution Account:
(i) any Monthly Advances for each Group, as required
pursuant to Section 4.03;
(ii) any amounts required to be deposited pursuant to
Section 3.25(d) or (f) in connection with any REO Property in
each Group;
(iii) any amounts to be paid in connection with a purchase
of Mortgage Loans and REO Properties in each Group pursuant to
Section 10.01;
(iv) any amounts required to be deposited pursuant to
Section 3.26 in connection with any Prepayment Interest
Shortfalls; and
(v) any Stayed Funds, as soon as permitted by the federal
bankruptcy court having jurisdiction in such matters.
(e) Promptly upon receipt of any Stayed Funds, whether from
the Servicer, a trustee in bankruptcy, or federal bankruptcy court
or other source, the Indenture Trustee shall deposit such funds in
the Distribution Account, subject to withdrawal thereof pursuant to
Section 7.02(b) or as otherwise permitted hereunder. In addition,
the Servicer shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.14 in connection
with losses realized on Permitted Investments with respect to funds
held in the Distribution Account.
(f) Notwithstanding any contrary provision of this Agreement
(including the provisions of this Section 3.10), (i) the Servicer
shall be deemed to be in compliance with the provisions of this
Section 3.10 if amounts in any clearing account referred to in
Section 3.10(a) which the Servicer would otherwise be required by
this Section 3.10 to deposit or cause to be deposited into the
Collection Account are instead deposited or caused to be deposited
into the Distribution Account provided that such deposit into the
Distribution Account is made within the time period that such
amount would otherwise have been required to be deposited into the
Collection Account (i.e., within one Business Day of the Servicer's
receipt thereof), (ii) amounts otherwise payable or distributable
from the Collection Account may be paid or distributed from the
Distribution Account to the extent of any funds deposited into the
Distribution Account rather than the Collection Account pursuant to
clause (i) (as certified by the Servicer), and (iii) the provisions
of this Agreement (including references herein to the Collection
Account and the Distribution Account) shall be interpreted and
construed to give effect to the foregoing.
22
Section 3.11. Withdrawals from the Collection Account.
The Servicer shall, from time to time, make withdrawals from
the Collection Account for any of the following purposes or as described in
Section 4.03:
(i) to remit to the Indenture Trustee for deposit in the
Distribution Account the amounts required to be so remitted
pursuant to Section 3.10(b) or permitted to be so remitted
pursuant to the first sentence of Section 3.10(d);
(ii) subject to Section 3.18(d), to reimburse the Servicer
for Monthly Advances, but only to the extent of amounts
received which represent Late Collections (net of the related
Servicing Fees) of Monthly Payments on Mortgage Loans with
respect to which such Monthly Advances were made in accordance
with the provisions of Section 4.03;
(iii) to pay (i) subject to Section 3.18(d), the Servicer
or any Sub-Servicer any unpaid Servicing Fees and reimburse
any unreimbursed Servicing Advances with respect to each
Mortgage Loan, but only to the extent of any Liquidation
Proceeds and Insurance Proceeds received with respect to such
Mortgage Loan and (ii) the Back-up Servicer any unpaid Back-up
Servicing Fees;
(iv) to pay to the Servicer as servicing compensation (in
addition to the Servicing Fee) on the Servicer Remittance Date
any interest or investment income earned on funds deposited in
the Collection Account;
(v) to pay to the Servicer, the Depositor or the
Unaffiliated Seller, as the case may be, with respect to each
Mortgage Loan that has previously been purchased or replaced
pursuant to Section 2.05 all amounts received thereon not
included in the Purchase Price or the Substitution Shortfall
Amount;
(vi) from proceeds on the Collection Account with respect
to the Mortgage Loans in the related Group to reimburse the
Servicer for any Monthly Advance or Servicing Advance
previously made which the Servicer has determined to be a
Nonrecoverable Monthly Advance in accordance with the
provisions of Section 4.03;
(vii) from proceeds on the Collection Account with respect
to the Mortgage Loans in the related Group to reimburse the
Servicer or the Depositor for expenses incurred by or
reimbursable to the Servicer or the Depositor, as the case may
be, pursuant to Section 6.03;
(viii) from proceeds on the Collection Account with
respect to the Mortgage Loans in the related Group to
reimburse the Servicer or the Indenture Trustee, as the case
may be, for expenses reasonably incurred in respect of the
breach or defect giving rise to the purchase obligation
23
under Section 2.05 or Section 2.06 of this Agreement that were
included in the Purchase Price of the Mortgage Loan, including
any expenses arising out of the enforcement of the purchase
obligation;
(ix) from proceeds on the Collection Account with respect
to the Mortgage Loans in the related Group to pay, or to
reimburse the Servicer for advances in respect of, expenses
incurred in connection with any Mortgage Loan pursuant to
Section 3.18(b); and
(x) to clear and terminate the Collection Account upon
termination of this Agreement pursuant to Section 10.01(a).
The Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
withdrawal from the Collection Account, to the extent held by or on behalf of
it, pursuant to subclauses (ii), (iii), (v), (vi), (viii) and (ix) above. The
Servicer shall provide written notification to the Indenture Trustee, on or
prior to the next succeeding Servicer Remittance Date, upon making any
withdrawals from the Collection Account pursuant to subclauses (vi) and (vii)
above.
Section 3.12. [Reserved].
Section 3.13. Administrative Duties.
(a) Duties with Respect to the Indenture. The Servicer shall
perform all its duties and the duties of the Trust under the
Indenture. In addition, the Servicer shall consult with the Owner
Trustee as the Servicer deems appropriate regarding the duties of
the Trust under the Indenture. The Servicer shall monitor the
performance of the Trust and shall advise the Owner Trustee when
action is necessary to comply with the Trust's duties under the
Indenture. The Servicer shall prepare for execution by the Trust or
shall cause the preparation by other appropriate Persons of all
such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust to prepare, file or
deliver pursuant to the Indenture. In furtherance of the foregoing,
the Servicer shall take all necessary action that is the duty of
the Trust to take pursuant to the Indenture including, without
limitation, pursuant to Sections 3.4, 3.5, 3.6, 3.7, 3.9, 3.16,
3.19, 7.1, 7.3, and of the Indenture.
(b) Duties with Respect to the Trust.
(i) In addition to the duties of the Servicer set forth in
this Agreement or any of the Basic Documents, the Servicer
shall perform such calculations and shall prepare for
execution by the Trust or the Owner Trustee or shall cause the
preparation by other appropriate Persons of all such
documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of the Trust or the Owner
Trustee to prepare, file or deliver pursuant to this Agreement
or any of the Basic Documents or under state and federal tax
and securities laws shall take
24
all appropriate action that it is the duty of the Trust to
take pursuant to this Agreement or any of the Basic Documents.
In accordance with the directions of the Trust or the Owner
Trustee, the Servicer shall administer, perform or supervise
the performance of such other activities in connection with
the Collateral (including the Basic Documents) as are not
covered by any of the foregoing provisions and as are
expressly requested by the Trust or the Owner Trustee and are
reasonably within the capability of the Servicer.
(ii) Notwithstanding anything in this Agreement or the
Basic Documents to the contrary, the Servicer shall be
responsible for performance of the duties of the Trust set
forth in Article VIII of the Trust Agreement with respect to,
among other things, accounting and reports to the
Certificateholder (as defined in the Trust Agreement).
(iii) The Servicer shall perform the duties of the
Servicer specified in Section 14.2 of the Trust Agreement
required to be performed in connection with the resignation or
removal of the Owner Trustee, and any other duties expressly
required to be performed by the Servicer under this Agreement
or any of the Basic Documents.
(iv) In carrying out the foregoing duties or any of its
other obligations under this Agreement, the Servicer may enter
into transactions with or otherwise deal with any of its
Affiliates; provided, however, that the terms of any such
transactions or dealings shall be in accordance with any
directions received from the Trust and shall be, in the
Servicer's opinion, no less favorable to the Trust in any
material respect.
(c) Tax Matters. The Servicer shall prepare and file, on
behalf of the Trust, all tax returns, tax elections, financial
statements, and such annual or other reports of the Trust as are
necessary for the preparation of tax reports as provided in Article
VIII of the Trust Agreement. All tax returns will be signed by the
Owner Trustee on behalf of the Trust.
(d) Non-Ministerial Matters. With respect to matters that in
the reasonable judgment of the Servicer are non-ministerial, the
Servicer shall not take any action pursuant to this Article III
unless within a reasonable time before the taking of such action,
the Servicer shall have notified the Owner Trustee and the Trustee
of the proposed action and the Owner Trustee and, with respect to
items (A), (B), (C) and (D) below, the Trustee shall not have
withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, "non-ministerial matters" shall
include:
(A) the amendment of or any supplement to the
Indenture;
25
(B) the initiation of any claim or lawsuit by the Trust
and the compromise of any action, claim or lawsuit brought
by or against the Trust (other than in connection with the
collection of the Mortgage Loans);
(C) the amendment, change or modification of this
Agreement or any of the Basic Documents;
(D) the appointment of successor Note Registrars, Note
Paying Agents and successor Trustees pursuant to the
Indenture or the appointment of successor Servicers or the
consent to the assignment by the Note Registrar, Note
Paying Agent or Trustee of its obligations under the
Indenture; and
(E) the removal of the Indenture Trustee.
(e) Notwithstanding anything to the contrary contained herein,
if HomeGold, Inc. shall cease to be the Servicer hereunder,
HomeGold, Inc. shall nevertheless continue to be bound by the
provisions of this Section 3.13, all references in this Section
3.13 to the Servicer shall be deemed to be references to HomeGold,
Inc. and the Servicer hereunder shall not be bound by such
provisions.
Section 3.14. Investment of Funds in the Investment Accounts.
(a) The Servicer may direct any depository institution
maintaining the Collection Account, the Expense Account, the
Distribution Account and the Servicing Accounts (each, for purposes
of this Section 3.14, an "Investment Account"), to invest the funds
in such Investment Account in one or more Permitted Investments
bearing interest or sold at a discount, and maturing, unless
payable on demand, (i) no later than the Business Day immediately
preceding the next Payment Date, if a Person other than the
Indenture Trustee is the obligor thereon, and (ii) no later than
the next Payment Date, if the Indenture Trustee is the obligor
thereon. All such Permitted Investments shall be held to maturity,
unless payable on demand. Any investment of funds in an Investment
Account shall be made in the name of the Indenture Trustee (in its
capacity as such) or in the name of a nominee of the Indenture
Trustee. The Indenture Trustee on behalf of the Noteholders shall
be entitled to sole possession over each such investment and the
income thereon, and any certificate or other instrument evidencing
any such investment shall be delivered directly to the Indenture
Trustee or its agent, together with any document of transfer
necessary to transfer title to such investment to the Indenture
Trustee or its nominee. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted
Investment payable on demand, the Indenture Trustee shall at the
direction of the Servicer:
26
(x) consistent with any notice required to be given
thereunder, demand that payment thereon be made on the
last day such Permitted Investment may otherwise mature
hereunder in an amount equal to the lesser of (1) all
amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly
upon determination by a Responsible Officer of the
Indenture Trustee that such Permitted Investment would
not constitute a Permitted Investment in respect of funds
thereafter on deposit in the Investment Account.
(b) All income and gain realized from the investment of funds
deposited in the Collection Account, the Expense Account, the
Distribution Account and the Servicing Accounts held by or on
behalf of the Servicer or the Indenture Trustee, shall be for the
benefit of the Servicer and shall in the case of the Servicer
Accounts and the Collection Account be subject to its withdrawal in
accordance with Section 3.09 and Section 3.11, respectively. The
Servicer shall deposit in the Collection Account, the Expense
Account or the Distribution Account, as applicable, the amount of
any loss incurred in respect of any such Permitted Investment made
with funds in such accounts immediately upon realization of such
loss.
(c) Except as otherwise expressly provided in this Agreement,
if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other
performance required under any Permitted Investment, the Indenture
Trustee may and, subject to Section 6.1 of the Indenture and
Section 6.2(g) of the Indenture, upon the request of the Insurer,
shall take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution
of appropriate proceedings.
Section 3.15. [intentionally omitted]
Section 3.16. Maintenance of Hazard Insurance and Errors and
Omissions and Fidelity Coverage.
(a) The Servicer shall cause to be maintained for each
Mortgaged Property fire and hazard insurance with extended coverage
on the related Mortgaged Property in an amount which is at least
equal to the lesser of the current principal balance of such
Mortgage Loan and the amount necessary to fully compensate for any
damage or loss to the improvements which are a part of such
property on a replacement cost basis, in each case in an amount not
less than such amount as is necessary to avoid the application of
any coinsurance clause contained in the related hazard insurance
policy. The Servicer shall also cause to be maintained fire and
hazard insurance with extended coverage on
27
each REO Property in an amount which is at least equal to the
lesser of (i) the maximum insurable value of the improvements which
are a part of such property and (ii) the outstanding principal
balance of the related Mortgage Loan at the time it became an REO
Property, plus accrued interest at the Mortgage Rate and related
Servicing Advances. The Servicer will comply in the performance of
this Agreement with all reasonable rules and requirements of each
insurer under any such hazard policies. Any amounts to be collected
by the Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the property subject to the
related Mortgage or amounts to be released to the Mortgagor in
accordance with the procedures that the Servicer would follow in
servicing loans held for its own account, subject to the terms and
conditions of the related Mortgage and Mortgage Note) shall be
deposited in the Collection Account, subject to withdrawal pursuant
to Section 3.11, if received in respect of a Mortgage Loan, or in
the REO Account, subject to withdrawal pursuant to Section 3.25, if
received in respect of an REO Property. Any cost incurred by the
Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to Noteholders and the
Insurer, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
so permit. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor other than
pursuant to such applicable laws and regulations as shall at any
time be in force and as shall require such additional insurance. If
the Mortgaged Property or REO Property is at any time in an area
identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards, the Servicer
will cause to be maintained a flood insurance policy in respect
thereof. Such flood insurance shall be in an amount equal to the
lesser of (i) the unpaid principal balance of the related Mortgage
Loan and (ii) the maximum amount of such insurance available for
the related Mortgaged Property under the national flood insurance
program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Servicer shall obtain and maintain a
blanket policy with an insurer having a General Policy Rating of A:X or better
in Best's Key Rating Guide insuring against hazard losses on all of the Mortgage
Loans, it shall conclusively be deemed to have satisfied its obligations as set
forth in the first two sentences of this Section 3.16, it being understood and
agreed that such policy may contain a deductible clause, in which case the
Servicer shall, in the event that there shall not have been maintained on the
related Mortgaged Property or REO Property a policy complying with the first two
sentences of this Section 3.16, and there shall have been one or more losses
which would have been covered by such policy, deposit to the Collection Account
from its own funds the amount not otherwise payable under the blanket policy
because of such deductible clause. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Servicer agrees to prepare
and present, on behalf of itself, the Indenture Trustee, the Noteholders and the
Insurer, claims under any such blanket policy in a timely fashion in accordance
with the terms of such policy.
28
(b) The Servicer shall keep in force during the term of this
Agreement a policy or policies of insurance covering errors and
omissions for failure in the performance of the Servicer's
obligations under this Agreement, which policy or policies shall be
in such form and amount that would meet the requirements of FNMA or
FHLMC if it were the purchaser of the Mortgage Loans. The Servicer
shall also maintain a fidelity bond in the form and amount that
would meet the requirements of FNMA or FHLMC, unless the Servicer
has obtained a waiver of such requirements from FNMA or FHLMC. The
Servicer shall be deemed to have complied with this provision if an
Affiliate of the Servicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to the
Servicer. Any such errors and omissions policy and fidelity bond
shall by its terms not be cancelable without thirty days' prior
written notice to the Indenture Trustee. The Servicer shall also
cause each Sub-Servicer to maintain a policy of insurance covering
errors and omissions and a fidelity bond which would meet such
requirements.
Section 3.17. Enforcement of Due-On-Sale Clauses, Assumption
Agreements.
The Servicer will, to the extent it has knowledge of any
conveyance or prospective conveyance of any Mortgaged Property by any Mortgagor
(whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains or is to remain liable under the Mortgage Note and/or the
Mortgage), exercise its rights to accelerate the maturity of such Mortgage Loan
under the "due-on-sale" clause, if any, applicable thereto; provided, however,
that the Servicer shall not exercise any such rights if prohibited by law from
doing so. If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause, or if any of the other conditions set
forth in the proviso to the preceding sentence apply, the Servicer will enter
into an assumption and modification agreement from or with the person to whom
such property has been conveyed or is proposed to be conveyed, pursuant to which
such person becomes liable under the Mortgage Note and, to the extent permitted
by applicable state law, the Mortgagor remains liable thereon. The Servicer is
also authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as the Mortgagor and becomes liable under the
Mortgage Note, provided that no such substitution shall be effective unless such
person satisfies the underwriting criteria of the Servicer and has a credit risk
rating at least equal to that of the original Mortgagor. In connection with any
assumption or substitution, the Servicer shall apply such underwriting standards
and follow such practices and procedures as shall be normal and usual in its
general mortgage servicing activities and as it applies to other mortgage loans
owned solely by it. The Servicer shall not take or enter into any assumption and
modification agreement, however, unless (to the extent practicable in the
circumstances) it shall have received confirmation, in writing, of the continued
effectiveness of any applicable hazard insurance policy. Any fee collected by
the Servicer in respect of an assumption or substitution of liability agreement
will be retained by the Servicer as additional servicing compensation. In
connection with any such assumption, no
29
material term of the Mortgage Note (including but not limited to the related
Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
except as otherwise required pursuant to the terms thereof. The Servicer shall
notify the Indenture Trustee that any such substitution or assumption agreement
has been completed by forwarding to the Indenture Trustee the executed original
of such substitution or assumption agreement, which document shall be added to
the related Mortgage File and shall, for all purposes, be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting a part thereof.
Notwithstanding the foregoing paragraph or any other provision
of this Agreement, the Servicer shall not be deemed to be in default, breach or
any other violation of its obligations hereunder by reason of any assumption of
a Mortgage Loan by operation of law or by the terms of the Mortgage Note or any
assumption which the Servicer may be restricted by law from preventing, for any
reason whatever. For purposes of this Section 3.17, the term "assumption" is
deemed to also include a sale (of the Mortgaged Property) subject to the
Mortgage that is not accompanied by an assumption or substitution of liability
agreement.
Section 3.18. Realization Upon Defaulted Mortgage Loans.
(a) The Servicer shall use its best efforts, consistent with
the servicing standard set forth in Section 3.01, to foreclose upon
or otherwise comparably convert the ownership of properties
securing such of the Mortgage Loans as come into and continue in
default and as to which no satisfactory arrangements can be made
for collection of delinquent payments pursuant to Section 3.07. The
Servicer shall be responsible for all costs and expenses incurred
by it in any such proceedings; provided, however, that such costs
and expenses will be recoverable as Servicing Advances by the
Servicer as contemplated in Sections 3.11 and 3.25. The foregoing
is subject to the provision that, in any case in which Mortgaged
Property shall have suffered damage from an Uninsured Cause, the
Servicer shall not be required to expend its own funds toward the
restoration of such property unless it shall determine in its
discretion that such restoration will increase the proceeds of
liquidation of the related Mortgage Loan after reimbursement to
itself for such expenses.
(b) Notwithstanding the foregoing provisions of this Section
3.18 or any other provision of this Agreement, with respect to any
Mortgage Loan as to which the Servicer has received actual notice
of, or has actual knowledge of, the presence of any toxic or
hazardous substance on the related Mortgaged Property, the Servicer
shall not, on behalf of the Trust, the Indenture Trustee, the
Insurer or otherwise, either (i) obtain title to such Mortgaged
Property as a result of or in lieu of foreclosure or otherwise, or
(ii) otherwise acquire possession of, or take any other action with
respect to, such Mortgaged Property, if, as a result of any such
action, the Trust, the Indenture Trustee, the Noteholders or the
Insurer would be considered to hold title to, to be a
"mortgagee-in-possession" of, or to be an "owner" or "operator" of
such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act
30
of 1980, as amended from time to time, or any comparable law,
unless the Servicer has also previously determined, based on its
reasonable judgment and a prudent report prepared by a Person who
regularly conducts environmental audits using customary industry
standards, that:
(1) such Mortgaged Property is in compliance with
applicable environmental laws or, if not, that it
would be in the best economic interest of the
Indenture Trustee, the Noteholders and the
Insurer to take such actions as are necessary to
bring the Mortgaged Property into compliance
therewith; and
(2) there are no circumstances present at such
Mortgaged Property relating to the use,
management or disposal of any hazardous
substances, hazardous materials, hazardous wastes
or petroleum-based materials for which
investigation, testing, monitoring, containment,
clean-up or remediation could be required under
any federal, state or local law or regulation, or
that if any such materials are present for which
such action could be required, that it would be
in the best economic interest of the Indenture
Trustee, the Noteholders and the Insurer to take
such actions with respect to the affected
Mortgaged Property.
The cost of the environmental audit report contemplated by
this Section 3.18 shall be advanced by the Servicer, subject to the Servicer's
right to be reimbursed therefor from the Collection Account as provided in
Section 3.11(ix), such right of reimbursement being prior to the rights of
Noteholders to receive any amount in the Collection Account received in respect
of the affected Mortgage Loan or other Mortgage Loans.
If the Servicer determines, as described above, that it is in
the best economic interest of the Indenture Trustee, Noteholders and the Insurer
to take such actions as are necessary to bring any such Mortgaged Property into
compliance with applicable environmental laws, or to take such action with
respect to the containment, cleanup or remediation of hazardous substances,
hazardous materials, hazardous wastes, or petroleum-based materials affecting
any such Mortgaged Property, then the Servicer shall take such action as it
deems to be in the best economic interest of the Indenture Trustee, Noteholders
and the Insurer. The cost of any such compliance, containment, cleanup or
remediation shall be advanced by the Servicer, subject to the Servicer's right
to be reimbursed therefor from the Collection Account as provided in Section
3.11 (ix), such right of reimbursement being prior to the rights of Noteholders
to receive any amount in the Collection Account received in respect of the
affected Mortgage Loan or other Mortgage Loans.
(c) The Servicer may at its option purchase from the Trust any
Mortgage Loan that is 90 days or more delinquent, which the
Servicer determines in good
31
faith will otherwise become subject to foreclosure proceedings
(evidence of such determination to be delivered in writing to the
Indenture Trustee and the Insurer prior to purchase), at a price
equal to the Purchase Price, provided that the aggregate Stated
Principal Balance of the Mortgage Loans so purchased may not,
without the consent of the Insurer, exceed 3% of the aggregate
Stated Principal Balances of the Mortgage Loans as of the Cut-Off
Date. The Purchase Price for any Mortgage Loan purchased hereunder
shall be deposited in the Collection Account, and the Indenture
Trustee, upon receipt of written certification from the Servicer of
such deposit, shall release or cause to be released to the Servicer
the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment, in each case without
recourse, as the Servicer shall furnish and as shall be necessary
to vest in the Servicer title to any Mortgage Loan released
pursuant hereto.
(d) Proceeds received in connection with any Final Recovery
Determination, as well as any recovery resulting from a partial
collection of Insurance Proceeds or Liquidation Proceeds, in
respect of any Mortgage Loan, will be applied in the following
order of priority: first, to reimburse the Servicer or any
Sub-Servicer for any related unreimbursed Servicing Advances and
Monthly Advances, pursuant to Section 3.11(ii) or (iii); second, to
accrued and unpaid interest on the Mortgage Loan, to the date of
the Final Recovery Determination, or to the Due Date prior to the
Payment Date on which such amounts are to be distributed if not in
connection with a Final Recovery Determination; and third, as a
recovery of principal of the Mortgage Loan. If the amount of the
recovery allocated to interest is less than the full amount of
accrued and unpaid interest due on such Mortgage Loan, the amount
of such recovery will be allocated by the Servicer as follows:
first, to unpaid Servicing Fees; and second, to the balance of the
interest then due and owing. The portion of the recovery so
allocated to unpaid Servicing Fees shall be reimbursed to the
Servicer or any Sub-Servicer pursuant to Section 3.11(iii). The
portion of the recovery allocated to interest (net of unpaid
Servicing Fees) and the portion of the recovery allocated to
principal of the Mortgage Loan shall be applied as follows: first,
to reimburse the Servicer for any related unreimbursed Monthly
Advances in accordance with Section 3.11 (ii), and second, as part
of the amounts to be transferred to the Distribution Account in
accordance with Section 3.10(b).
Section 3.19. Indenture Trustee to Cooperate; Release of
Mortgage Files.
Upon the payment in full of any Mortgage Loan, or the receipt
by the Servicer of a notification that payment in full shall be escrowed in a
manner customary for such purposes, the Servicer will immediately notify the
Indenture Trustee and the Insurer by a certification in the form of Exhibit E-2
(which certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment which are required to
be deposited in the Collection Account pursuant to Section 3.10 have been or
will be so deposited) of a Servicing Officer and shall request
32
delivery to it of the Mortgage File. Upon receipt of such certification and
request, the Indenture Trustee shall promptly release the related Mortgage File
to the Servicer. No expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the Collection
Account or the Distribution Account.
Subject to the following sentence from time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, including,
for this purpose, collection under any insurance policy relating to the Mortgage
Loans, the Indenture Trustee shall, upon request of the Servicer and delivery to
the Indenture Trustee of a Request for Release in the form of Exhibit E-1,
release the related Mortgage File to the Servicer, and the Indenture Trustee
shall, at the direction of the Servicer, execute such documents as shall be
necessary to the prosecution of any such proceedings. Such Request for Release
shall obligate the Servicer to return each and every document previously
requested from the Mortgage File to the Indenture Trustee when the need therefor
by the Servicer no longer exists, unless the Mortgage Loan has been liquidated
and the Liquidation Proceeds no longer exist, unless the Mortgage Loan has been
liquidated and the Liquidation Proceeds relating to the Mortgage Loan have been
deposited in the Collection Account or the Mortgage File or such document has
been delivered to an attorney, or to a public trustee or other public official
as required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
nonjudicially, and the Servicer has delivered to the Indenture Trustee a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. Upon receipt of a certificate of a
Servicing Officer stating that such Mortgage Loan was liquidated and that all
amounts received or to be received in connection with such liquidation that are
required to be deposited into the Collection Account have been so deposited, or
that such Mortgage Loan has become an REO Property, a copy of the Request for
Release shall be released by the Indenture Trustee to the Servicer.
Upon written certification of a Servicing Officer, the
Indenture Trustee shall execute and deliver to the Servicer, with copies to the
Insurer to be delivered by the Servicer, any court pleadings, requests for
trustee's sale or other documents necessary to the foreclosure or trustee's sale
in respect of a Mortgaged Property or to any legal action brought to obtain
judgment against any Mortgagor on the Mortgage Note or Mortgage or to obtain a
deficiency judgment, or to enforce any other remedies or rights provided by the
Mortgage Note or Mortgage or otherwise available at law or in equity. Each such
certification shall include a request that such pleadings or documents be
executed by the Indenture Trustee and a statement as to the reason such
documents or pleadings are required and that the execution and delivery thereof
by the Indenture Trustee will not invalidate or otherwise affect the lien of the
Mortgage, except for the termination of such a lien upon completion of the
foreclosure or trustee's sale.
33
Section 3.20. Servicing Compensation.
As compensation for the activities of the Servicer hereunder,
the Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan in each Group payable solely from payments of interest in respect
of such Mortgage Loan, subject to Section 3.26. In addition, the Servicer shall
be entitled to recover unpaid related Servicing Fees out of Insurance Proceeds
or Liquidation Proceeds to the extent permitted by Section 3.11(iii) and out of
amounts derived from the operation and sale of an REO Property to the extent
permitted by Section 3.25. The right to receive the Servicing Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Servicer's responsibilities and obligations under this Agreement; provided,
however, that the Servicer may pay any fee to a Sub-Servicer out of the
Servicing Fee.
Additional servicing compensation in the form of late payment
charges or otherwise shall be retained by the Servicer (subject to Section 3.26)
only to the extent such fees or charges are received by the Servicer. The
Servicer shall also be entitled pursuant to Section 3.11(iv) to withdraw from
the Collection Account, and pursuant to Section 3.25(b) to withdraw from any REO
Account, as additional servicing compensation, interest or other income earned
on deposits therein, subject to Section 3.14 and Section 3.26, and shall also be
entitled to interest or other income earned on other Investment Accounts
pursuant to the Indenture. The Servicer shall be required to pay all expenses
incurred by it in connection with its servicing activities hereunder (including
premiums for the insurance required by Section 3.16, to the extent such premiums
are not paid by the related Mortgagors or by a Sub-Servicer, servicing
compensation of each Sub-Servicer, and to the extent provided in Section 6.7 of
the Indenture, the fees and expenses of the Indenture Trustee) and shall not be
entitled to reimbursement therefor except as specifically provided herein.
As compensation for the activities of the Back-up Servicer
hereunder, the Back-up Servicer shall be entitled to the Back-up Servicing Fee
with respect to each Mortgage Loan in each Group. The Back-up Servicer shall
cease to be entitled to the Back-up Servicing Fee in the event it shall become
the successor Servicer hereunder (in which case it shall be entitled to the
compensation to which the Servicer is entitled to as provided herein).
Section 3.21. Reports to the Indenture Trustee; Collection
Account Statements.
Not later than fifteen days after each Payment Date, the
Servicer shall forward to the Trust, the Indenture Trustee, the Insurer and the
Depositor a statement prepared by the Servicer setting forth the status of the
Collection Account as of the close of business on such Payment Date with respect
to the Mortgage Loans in Group I or Group II, and showing, for the period
covered by such statement, the aggregate amount of deposits into and withdrawals
from the Collection Account of each category of deposit specified in Section
3.10(a) and each category of withdrawal specified in Section 3.11. Such
statement may be in the form of the then current FNMA Monthly
34
Accounting Report for its Guaranteed Mortgage Pass-Through Program with
appropriate additions and changes, and shall also include information as to the
aggregate of the outstanding principal balances of all of the Mortgage Loans in
Group I and Group II as of the last day of the calendar month immediately
preceding such Payment Date. Copies of such statement shall be provided by the
Indenture Trustee to any Securityholder and to any Person identified to the
Indenture Trustee as a prospective transferee of a Security, upon request at the
expense of the requesting party, provided such statement is delivered by the
Servicer to the Indenture Trustee.
Section 3.22. Statement as to Compliance.
The Servicer will deliver to the Trust, the Indenture Trustee,
the Insurer and the Depositor not later than 90 days following the end of the
fiscal year of the Servicer, which as of the Closing Date ends on the last day
in December, an Officers' Certificate stating, as to each signatory thereof,
that (i) a review of the activities of the Servicer during the preceding year
and of performance under this Agreement has been made under such officers'
supervision and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all of its obligations under this Agreement
throughout such year, or, if there has been a default in the fulfillment of any
such obligation, specifying each such default known to such officer and the
nature and status thereof. Copies of any such report shall be provided by the
Indenture Trustee to any Securityholder and to any Person identified to the
Indenture Trustee as a prospective transferee of a Security, upon request at the
expense of the requesting party, provided such report is delivered by the
Servicer to the Indenture Trustee.
Section 3.23. Independent Public Accountants' Servicing
Report.
Not later than 90 days following the end of each fiscal year
of the Servicer, the Servicer, at its expense, shall cause a nationally
recognized firm of independent certified public accountants to furnish to the
Servicer a report stating that (i) it has obtained a letter of representation
regarding certain matters from the management of the Servicer which includes an
assertion that the Servicer has complied with certain minimum residential
mortgage loan servicing standards, identified in the Uniform Single Audit
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the servicing of residential mortgage loans during the
most recently completed fiscal year and (ii) on the basis of an examination
conducted by such firm in accordance with standards established by the American
Institute of Certified Public Accountants, such representation is fairly stated
in all material respects, subject to such exceptions and other qualifications
that may be appropriate. In rendering its report such firm may rely, as to
matters relating to the direct servicing of residential mortgage loans by
Sub-Servicers, upon comparable reports of firms of independent certified public
accountants rendered on the basis of examinations conducted in accordance with
the same standards (rendered within one year of such report) with respect to
those Sub-Servicers. Immediately upon receipt of such report, the Servicer shall
furnish a copy of such report to the Trust, the Indenture Trustee, the Insurer
and each Rating Agency. Copies of such report shall be provided by the Indenture
Trustee to any Securityholder upon request at the Servicer's expense,
35
provided that such report is delivered by the Servicer to the Indenture Trustee
and such report does not prohibit such delivery.
Section 3.24. Access to Certain Documentation.
The Servicer shall provide to the Office of Thrift
Supervision, the FDIC, and any other federal or state banking or insurance
regulatory authority that may exercise authority over any Securityholder, access
to the documentation regarding the Mortgage Loans required by applicable laws
and regulations. Such access shall be afforded without charge, but only upon
reasonable request and during normal business hours at the offices of the
Servicer designated by it. In addition, access to the documentation regarding
the Mortgage Loans will be provided to any Securityholder, the Insurer, the
Trust, the Indenture Trustee and to any Person identified to the Servicer as a
prospective transferee of a Security, upon reasonable request during normal
business hours at the offices of the Servicer designated by it at the expense of
the Person requesting such access.
Section 3.25. Title, Management and Disposition of REO
Property.
(a) The deed or certificate of sale of any REO Property shall
be taken in the name of the Indenture Trustee, or its nominee, on
behalf of the Noteholders, the Certificateholder and the Insurer.
(b) The Servicer shall segregate and hold all funds collected
and received in connection with the operation of any REO Property
separate and apart from its own funds and general assets and shall
establish and maintain with respect to REO Properties an account
held in trust for the Indenture Trustee for the benefit of the
Noteholders and the Insurer (the "REO Account"), which shall be an
Eligible Account. The Servicer shall be permitted to allow the
Collection Account to serve as the REO Account, subject to separate
ledgers for each REO Property. The Servicer shall be entitled to
retain or withdraw any interest income paid on funds deposited in
the REO Account.
(c) The Servicer shall have full power and authority, subject
only to the specific requirements and prohibitions of this
Agreement, to do any and all things in connection with any REO
Property as are consistent with the manner in which the Servicer
manages and operates similar property owned by the Servicer or any
of its Affiliates, on such terms and for such period as the
Servicer deems to be in the best interests of the Noteholders and
the Insurer. In connection therewith, the Servicer shall deposit,
or cause to be deposited, on a daily basis in the REO Account all
revenues received by it with respect to an REO Property and shall
withdraw therefrom funds necessary for the proper operation,
management and maintenance of such REO Property including, without
limitation:
(i) all insurance premiums due and payable in respect of
such REO Property;
36
(ii) all real estate taxes and assessments in respect of
such REO Property that may result in the imposition of a lien
thereon; and
(iii) all costs and expenses necessary to maintain such
REO Property.
To the extent that amounts on deposit in the REO Account with respect to an REO
Property are insufficient for the purposes set forth in clauses (i) through
(iii) above with respect to such REO Property, the Servicer shall advance from
its own funds such amount as is necessary for such purposes if, but only if, the
Servicer would make such advances if the Servicer owned the REO Property and if
in the Servicer's judgment, the payment of such amounts will be recoverable from
the rental or sale of the REO Property.
The Servicer may contract with any Independent Contractor for
the operation and management of any REO Property, provided that:
(i) the terms and conditions of any such contract shall
not be inconsistent herewith;
(ii) any such contract shall require, or shall be
administered to require, that the Independent Contractor pay
all costs and expenses incurred in connection with the
operation and management of such REO Property, including those
listed above and remit all related revenues (net of such costs
and expenses) to the Servicer soon as practicable, but in no
event later than thirty days following the receipt thereof by
such Independent Contractor;
(iii) none of the provisions of this Section 3.25(c)
relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the
Servicer of any of its duties and obligations to the Indenture
Trustee on behalf of the Noteholders and the Insurer with
respect to the operation and management of any such REO
Property; and
(iv) the Servicer shall be obligated with respect thereto
to the same extent as if it alone were performing all duties
and obligations in connection with the operation and
management of such REO Property.
The Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees owed by it to
any such Independent Contractor, irrespective of whether the Servicer's
compensation pursuant to Section 3.20 is sufficient to pay such fees, subject to
the Servicer's rights under Section 3.25(c)(iii).
37
(d) In addition to the withdrawals permitted under Section
3.25(c), the Servicer may from time to time make withdrawals from
the REO Account for any REO Property: (i) to pay itself or any
Sub-Servicer unpaid Servicing Fees in respect of the related
Mortgage Loan; and (ii) to reimburse itself or any Sub-Servicer for
unreimbursed Servicing Advances and Monthly Advances made in
respect of such REO Property or the related Mortgage Loan. On the
Servicer Remittance Date, the Servicer shall withdraw from each REO
Account maintained by it and deposit into the Distribution Account
in accordance with Section 3.10(d)(ii), for payment on the related
Payment Date in accordance with Section 8.3 of the Indenture, the
income from the related REO Property received during the prior
calendar month, net of any withdrawals made pursuant to Section
3.25(c) or this Section 3.25(d).
(e) Subject to the time constraints set forth in Section
3.25(a), each REO Disposition shall be carried out by the Servicer
at such price and upon such terms and conditions as the Servicer
shall deem necessary or advisable, as shall be normal and usual in
its general servicing activities and as are in accordance with
general FNMA guidelines.
(f) The proceeds from the REO Disposition, net of any amount
required by law to be remitted to the Mortgagor under the related
Mortgage Loan and net of any payment or reimbursement to the
Servicer or any Sub-Servicer as provided above, shall be deposited
in the Distribution Account in accordance with Section 3.10(d)(ii)
on the Servicer Remittance Date in the month following the receipt
thereof for payment on the related Payment Date in accordance with
Section 8.3 of the Indenture.
(g) The Servicer shall file information returns with respect
to the receipt of mortgage interest received in a trade or
business, reports of foreclosures and abandonments of any Mortgaged
Property and cancellation of indebtedness income with respect to
any Mortgaged Property as required by Sections 6050H, 6050J and
6050P of the Code, respectively. Such reports shall be in form and
substance sufficient meet the reporting requirements imposed by
such Sections 6050H, 6050J and 6050P of the Code.
Section 3.26. Obligations of the Servicer in Respect of
Prepayment Interest Shortfalls.
The Servicer shall deliver to the Indenture Trustee for
deposit into the Distribution Account on or before 3:00 p.m. New York time on
the Servicer Remittance Date from its own funds an amount equal to the lesser of
(i) the aggregate of the Prepayment Interest Shortfalls for the related Payment
Date resulting solely from Principal Prepayments during the related Collection
Period and (ii) the total amount of its Servicing Fee for the most recently
ended calendar month.
38
Section 3.27. [Reserved].
Section 3.28. Obligations of the Servicer in Respect of
Monthly Payments.
In the event that a shortfall in any collection on or
liability with respect to any Mortgage Loan results from or is attributable to
adjustments to Monthly Payments or Stated Principal Balances that were made by
the Servicer in a manner not consistent with the terms of the related Mortgage
Note and this Agreement, the Servicer, upon discovery or receipt of notice
thereof, immediately shall deliver to the Indenture Trustee for deposit in the
Distribution Account from its own funds the amount of any such shortfall and
shall indemnify and hold harmless the Indenture Trustee, the Insurer, the
Depositor and any successor servicer in respect of any such liability. Such
indemnities shall survive the termination or discharge of this Agreement.
Section 3.29. [Reserved].
Section 3.30. Obligations Under Indenture.
The Servicer agrees to perform the obligations stated in the
Indenture to be performed by the Servicer, including, without limitation, (i)
provision of the notice of the amounts, if any, that the Insurer has paid in
respect of the Notes pursuant to Section 2.6(d) of the Indenture, (ii) payment
of the expenses and fees referred to in Sections 5.13, 6.7, 6.8 and 6.10(e) of
the Indenture, and (iii) advising the Indenture Trustee with respect to the
manner of surrender of Notes as contemplated in Section 8.3(f) of the Indenture.
Section 3.31. Records.
The Servicer shall maintain appropriate books of account and
records relating to services performed under this Agreement, which books of
account and records shall be accessible for inspection by the Trust at any time
during normal business hours.
Section 3.32. Additional Information to be Furnished to the
Trust.
The Servicer shall furnish to the Trust from time to time such
additional information regarding the Collateral as the Trust shall reasonably
request.
39
ARTICLE IV
PAYMENTS AND DISTRIBUTIONS; STATEMENTS;
MONTHLY ADVANCES; REALIZED LOSSES; WITHHOLDING
Section 4.01. Payments and Distributions.
The Securityholders shall have the right to receive payments
and distributions in respect of the Securities as set forth in the Indenture and
the Trust Agreement.
Section 4.02. Statements to Securityholders.
On each Servicer Remittance Date, the Servicer shall deliver
to the Trust, the Back-up Servicer, the Indenture Trustee, the Insurer and the
Rating Agencies by telecopy (or by such other means as the Servicer and the
Trust, the Indenture Trustee, the Insurer or the Rating Agencies, as the case
may be, may agree from time to time) a report prepared by the Servicer with
respect to each Group of Mortgage Loans as to the distributions to be made on
the related Payment Date and shall forward to the Indenture Trustee and the
Back-up Servicer by overnight mail a computer readable magnetic tape or diskette
of such report. Both reports (each a "Remittance Report") shall contain the
following information:
a. the amount of the payment to be made on such Payment Date
to the Holders of each Class of Class A Notes allocable
to principal;
b. the amount of the payment to be made on such Payment Date
to the Holders of each Class of Class A Notes allocable
to interest;
c. the aggregate amount of servicing compensation received by
the Servicer during the related Collection Period and such
other customary information within the knowledge of the
Indenture Trustee as the Indenture Trustee deems necessary
or desirable, or which a Securityholder reasonably
requests, to enable Securityholders to prepare their tax
returns;
d. the Scheduled Payments for each Group for such Payment
Date and the respective provisions thereof allocable to
principal and interest;
e. the Available Distribution Amount for each Group
for such Payment Date;
f. the amount, if any, by which the Scheduled Payments for
each Group for such Payment Date exceeds the Available
Distribution Amount for the related Class expected to be
on deposit in the Distribution Account on such Payment
Date;
40
g. the amount of Monthly Advances for each Group to be made
by the Servicer in respect of the related Payment Date,
the aggregate amount of Monthly Advances for each Group
outstanding after giving effect to such Monthly Advances,
and the aggregate amount of Nonrecoverable Monthly
Advances for each Group in respect of such Payment Date;
h. with respect to any reimbursement to be made to the
Insurer on such Payment Date pursuant to Sections
8.3(a)(iii) and (v) of the Indenture, the amount, if any,
allocable to principal and the amount allocable to
interest;
i. Cumulative Insurance Payments for each Group after giving
effect to the distributions to be made on such Payment
Date;
j. the Delinquency Percentage for each Group for the related
Collection Period;
k. the Cumulative Loss Percentage for each Group for such
Payment Date;
l. the amount of any Insurance Payment to be made to each
Class of Class A Noteholders on such Payment Date, the
amount of any reimbursement payment to be made to the
Insurer on such Payment Date pursuant to Section
8.3(a)(iii) of the Indenture and the amount of Cumulative
Insurance Payments after giving effect to any such
Insurance Payment to such Class A Noteholders or any such
reimbursement payment to the Insurer;
m. the aggregate Stated Principal Balance of the Mortgage
Loans and any REO Properties in each Group at the close of
business on such Payment Date;
n. the number, aggregate principal balance, weighted average
remaining term to maturity and weighted average Mortgage
Rate of the Mortgage Loans in each Group as of the related
Due Date;
o. the number and aggregate unpaid principal balance of
Mortgage Loans in each Group (a) 30 days past due, (b) 60
days past due, (c) 90 or more days past due and (d) as to
which foreclosure proceedings have been commenced;
p. with respect to any Mortgage Loan that became an REO
Property in each Group during the preceding calendar
month, the loan number of such Mortgage Loan, the unpaid
principal balance and the Stated Principal Balance of such
Mortgage Loan as of the date it became an REO Property;
41
q. the book value of any REO Property in each Group as of the
close of business on the last Business Day of the calendar
month preceding the Payment Date;
r. the aggregate amount of Principal Prepayments for each
Group made during the related Collection Period;
s. the aggregate amount of Realized Losses for each Group
incurred during the related Collection Period;
t. the aggregate amount of extraordinary expenses withdrawn
from the Collection Account or the Distribution Account
for such Payment Date;
u. the Note Principal Balance for each Class after giving
effect to the distributions to be made on such Payment
Date;
v. the Note Factor for each Class of Notes applicable to such
Payment Date;
w. the Interest Distribution Amount in respect of each Class
of Class A Notes for such Payment Date and the respective
portions thereof, if any, paid under the Policy or (in the
event of a Deficiency Event) remaining unpaid following
the distributions to be made in respect of such Notes on
such Payment Date;
x. the aggregate amount of any Prepayment Interest Shortfalls
for each Class for such Payment Date, to the extent not
covered by payments by the Servicer pursuant to Section
3.26;
y. the aggregate amount of Relief Act Interest Shortfalls for
each Class for such Payment Date;
z. the Required Overcollateralization Amount for each Class
for such Payment Date;
aa. the Subordination Overcollateralization Amount for each
Class, if any, for such Payment Date;
bb. the Subordination Overcollateralization Amount for each
Class, if any, for such Payment Date; and
cc. the amount of the distribution to be made on such Payment
Date to the Holder of the Certificate.
In the case of information furnished pursuant to clauses (1)
through (3) above, the amounts shall be expressed as a dollar amount per Single
Security.
42
At the request of the Insurer, the Back-up Servicer and the
Servicer shall attempt to reconcile any material inconsistencies and/or to
furnish any omitted information. Unless the Servicer reasonably believes that
the Back-up Servicer's determinations are correct, the Servicer shall have no
obligation to amend the Remittance Report to reflect the Back-up Servicer's
computations or to include the omitted information; provided notice of such
determination shall be given to the Insurer and the Back-up Servicer by the
Servicer. The Back-up Servicer shall in no event be liable to the Servicer with
respect to any failure of the Back-up Servicer to discover or detect any errors,
inconsistencies or omissions by the Servicer with respect to the Remittance
Reports.
Within a reasonable period of time after the end of each
calendar year, the Servicer shall furnish to the Indenture Trustee, and the
Indenture Trustee shall forward to each Person who at any time during the
calendar year was a Holder of a Note (a) a statement containing the information
set forth in clauses (1) through (3) above, aggregated for such calendar year or
applicable portion thereof during which such person was a Noteholder and (b)
such information contained in the Remittance Reports as required to enable the
Holders of the Notes to prepare their tax returns. Such obligation of the
Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Servicer pursuant to any
requirements of the Code as from time to time are in force.
On each Payment Date, the Indenture Trustee shall forward to
the Trust, the Depositor, the Holder of the Certificate, the Insurer and the
Servicer, a copy of the reports forwarded to the Class A Noteholders on such
Payment Date and, if different from the amounts stated in the Remittance Report,
a statement setting forth the amounts, if any, actually distributed with respect
to the Certificate on such Payment Date.
Within a reasonable period of time after the end of each
calendar year, the Servicer shall furnish to the Indenture Trustee, and the
Indenture Trustee shall forward to each Person who at any time during the
calendar year was a Holder of the Certificate a statement setting forth the
amount, if any, actually distributed with respect to the Certificate, as
appropriate, aggregated for such calendar year or applicable portion thereof
during which such Person was a Certificateholder.
Upon request, the Servicer shall furnish to the Indenture
Trustee, and the Indenture Trustee shall forward to each Securityholder, during
the term of this Agreement, such periodic, special, or other reports or
information, whether or not provided for herein, as shall be reasonable with
respect to the Securityholder, or otherwise with respect to the purposes of this
Agreement, all such reports or information to be provided at the expense of the
Securityholder in accordance with such reasonable and explicit instructions and
directions as the Securityholder may provide. For purposes of this Section 4.02,
the Indenture Trustee's duties are limited to the extent that the Indenture
Trustee receives timely reports as required from the Servicer.
43
Section 4.03. Monthly Advances.
(a) [Reserved]
(b) The amount of Monthly Advances for each Group to be made
by the Servicer for any Payment Date shall equal, subject to
Section 4.03(d), the sum of (i) the aggregate amount of Monthly
Payments allocable to interest (with each interest portion thereof
net of the related Servicing Fee), due during the related
Collection Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent as of the close of business on the related
Determination Date and (ii) with respect to each REO Property,
which REO Property was acquired during or prior to the related
Collection Period and as to which REO Property an REO Disposition
did not occur during the related Collection Period, an amount equal
to the excess, if any, of the REO Imputed Interest on such REO
Property for the most recently ended calendar month, over the net
income from such REO Property transferred to the Distribution
Account pursuant to Section 3.25 for distribution on such Payment
Date. For purposes of the preceding sentence, the Monthly Payment
on each Balloon Mortgage Loan with a delinquent Balloon Payment is
equal to the assumed monthly interest payment that would have been
due on the related Due Date based on the original principal
amortization schedule for such Balloon Mortgage Loan.
On or before 3:00 p.m. New York time on the Servicer
Remittance Date, the Servicer shall remit in immediately available funds to the
Indenture Trustee for deposit in the Distribution Account an amount equal to the
aggregate amount of Monthly Advances, if any, to be made in respect of the
Mortgage Loans and REO Properties for the related Group and Payment Date either
(i) from its own funds or (ii) from the Collection Account, to the extent of
funds held therein for future distribution (in which case it will cause to be
made an appropriate entry in the records of the Collection Account that amounts
held for future distribution have been, as permitted by this Section 4.03, used
by the Servicer in discharge of any such Monthly Advance) or (iii) in the form
of any combination of (i) and (ii) aggregating the total amount of Monthly
Advances to be made by the Servicer with respect to the Mortgage Loans and REO
Properties. Any amounts held for future distribution and so used shall be
appropriately reflected in the Servicer's records and replaced by the Servicer
by deposit in the Collection Account on or before any future Servicer Remittance
Date to the extent that the Available Distribution Amount for the related
Payment Date (determined without regard to Monthly Advances to be made on the
Servicer Remittance Date) shall be less than the total amount that would be
distributed to Securityholders pursuant to Section 8.3 of the Indenture on such
Payment Date if such amounts held for future distributions had not been so used
to make Monthly Advances. The Indenture Trustee will provide notice to the
Servicer and the Insurer by telecopy by the close of business on any Servicer
Remittance Date in the event that the amount remitted by the Servicer to the
Indenture Trustee on such date is less than the Monthly Advances required to be
made by the Servicer for the related Payment Date.
44
(c) The obligation of the Servicer to make such Monthly
Advances is mandatory, notwithstanding any other provision of this
Agreement but subject to (d) below, and, with respect to any
Mortgage Loan or REO Property, shall continue until a Final
Recovery Determination in connection therewith or the removal
thereof from the Trust Property pursuant to any applicable
provision of this Agreement, except as otherwise provided in this
Section.
(d) Notwithstanding anything herein to the contrary, no
Monthly Advance or Servicing Advance shall be required to be made
hereunder by the Servicer if such Monthly Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Monthly Advance
or Servicing Advance. The determination by the Servicer that it has
made a Nonrecoverable Monthly Advance or that any proposed Monthly
Advance, if made, would constitute a Nonrecoverable Monthly
Advance, shall be evidenced by an Officers' Certificate of the
Servicer delivered to the Depositor, the Indenture Trustee and the
Insurer.
Section 4.04. Determination of Realized Losses.
Prior to each Determination Date, the Servicer shall determine
as to each Mortgage Loan and REO Property, the total amount of Realized Losses,
if any, incurred in connection with any Final Recovery Determinations made
during the related Collection Period. Prior to each Determination Date, the
Servicer shall also determine as to each Mortgage Loan: (i) the total amount of
Realized Losses, if any, incurred in connection with any Deficient Valuations
made during the related Collection Period; and (ii) the total amount of Realized
Losses, if any, incurred in connection with Debt Service Reductions in respect
of Monthly Payments due during the related Collection Period. Such information
shall be evidenced by an Officer's Certificate delivered to the Trust, the
Indenture Trustee and the Insurer by the Servicer prior to the Determination
Date immediately following the end of the Collection Period during which any
such Realized Loss was incurred.
Section 4.05. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the
Indenture Trustee shall comply with all federal withholding requirements
respecting payments to Noteholders of interest or original issue discount that
the Indenture Trustee reasonably believes are applicable under the Code. The
consent of Noteholders shall not be required for such withholding. In the event
the Indenture Trustee does withhold any amount from interest or original issue
discount payments or advances thereof to any Noteholder pursuant to federal
withholding requirements, the Indenture Trustee shall indicate the amount
withheld to such Noteholders.
45
ARTICLE V
[RESERVED]
ARTICLE VI
THE DEPOSITOR AND THE SERVICER
Section 6.01. Liability of the Depositor and the Servicer.
The Depositor and the Servicer each shall be liable in
accordance herewith only to the extent of the obligations specifically imposed
by this Agreement on and undertaken hereunder by the Depositor and the Servicer,
respectively herein.
Section 6.02. Merger or Consolidation of the Depositor or the
Servicer.
Subject to the following paragraph, each of the Trust, the
Depositor and the Servicer will keep in full effect its existence, rights and
franchises as a trust or corporation, as the case may be, under the laws of the
jurisdiction of its incorporation. The Depositor and the Servicer each will
obtain and preserve its qualification to do business as a foreign corporation in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Agreement, the Securities or any
of the Mortgage Loans and to perform its respective duties under this Agreement.
The Depositor or the Servicer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets to
any Person, in which case any Person resulting from any merger or consolidation
to which the Depositor or the Servicer shall be a party, or any Person
succeeding to the business of the Depositor or the Servicer, shall be the
successor of the Depositor or the Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that (i) the successor or surviving Person to the Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC, (ii)
that the Rating Agencies ratings and shadow ratings of the Class A Notes in
effect immediately prior to such merger or consolidation will not be qualified,
reduced or withdrawn as a result thereof (as evidenced by a letter to such
effect from the Rating Agencies) and (iii) in the case of the Servicer, the
Insurer delivers its written consent to such successor.
Section 6.03. Limitation on Liability of the Depositor, the
Servicer and Others.
None of the Depositor, the Servicer or any of the directors,
officers, employees or agents of the Depositor or the Servicer shall be under
any liability to the Trust or the Noteholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Servicer or any such
46
person against any breach of warranties, representations or covenants made
herein, or against any specific liability imposed on the Servicer pursuant
hereto, or against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith or gross negligence in the case of the Depositor,
and willful misfeasance, bad faith or negligence in the case of the Servicer, in
the performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Depositor, the Servicer and any director, officer,
employee or agent of the Depositor or the Servicer may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Servicer
and any director, officer, employee or agent of the Depositor or the Servicer
shall be indemnified and held harmless by the Trust (to the extent of the Trust
Property only) against any loss, liability or expense incurred in connection
with any legal action relating to this Agreement or the Notes, other than any
loss, liability or expense relating to any specific Mortgage Loan or Mortgage
Loans (except as any such loss, liability or expense shall be otherwise
reimbursable pursuant to this Agreement) or any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or gross negligence in the
case of the Depositor, and willful misfeasance, bad faith or negligence in the
case of the Servicer, in the performance of duties hereunder or by reason of
reckless disregard of obligations and duties hereunder. Neither the Depositor
nor the Servicer shall be under any obligation to appear in, prosecute or defend
any legal action unless such action is related to its respective duties under
this Agreement and, in its opinion, does not involve it in any expense or
liability; provided, however, that each of the Depositor and the Servicer may in
its discretion undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Noteholders hereunder. In such event,
unless the Depositor or the Servicer acts without the consent of the Insurer
prior to an Insurer Default or without the consent of Holders of Notes entitled
to at least 51% of the Voting Rights after an Insurer Default, the legal
expenses and costs of such action and any liability resulting therefrom (except
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or gross negligence in the case of the Depositor, and willful misfeasance,
bad faith or negligence in the case of the Servicer, in the performance of
duties hereunder or by reason of reckless disregard of obligations and duties
hereunder) shall be expenses, costs and liabilities of the Trust Property, and
the Depositor and the Servicer shall be entitled to be reimbursed therefor from
the Collection Account as and to the extent provided in Section 3.11, any such
right of reimbursement being prior to the rights of the Noteholders to receive
any amount in the Collection Account.
Section 6.04. Limitation on Resignation of the Servicer.
The Servicer shall not resign from the obligations and duties
hereby imposed on it except upon determination that its duties hereunder are no
longer permissible under applicable law. Any such determination pursuant to the
preceding sentence permitting the resignation of the Servicer shall be evidenced
by an Opinion of Counsel to such effect obtained at the expense of the Servicer
and delivered to the Indenture Trustee and the Back-up Servicer. No resignation
of the Servicer shall become effective until the Back-up Servicer or other
successor servicer shall have
47
assumed the Servicer's responsibilities, duties, liabilities (other than those
liabilities arising prior to the appointment of such successor) and obligations
under this Agreement.
Except as expressly provided herein, the Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Servicer hereunder. If, pursuant to any provision hereof, the
duties of the Servicer are transferred to a successor servicer, the entire
amount of the Servicing Fee and other compensation payable to the Servicer
pursuant hereto shall thereafter be payable to such successor servicer.
If, at the time the Servicer is removed or resigned there is
no Back-up Servicer or the Back-up Servicer is unable to act as successor
servicer and the Indenture Trustee does not appoint a different successor
servicer, then the Indenture Trustee shall become the successor servicer.
Upon the termination or resignation of the Servicer, the
Servicer also shall promptly (and in any event no later than 10 Business Days
subsequent to such termination or resignation) deliver or cause to be delivered
to the Back-up Servicer all the books and records (including, without
limitation, records kept in electronic form) that the Servicer has maintained
for the Mortgage Loans, including all tax bills, assessment notices, insurance
premium notices and all other documents as well as all original documents then
in the Servicer's possession. The Servicer may retain copies of any such books
and records.
Any collections received by the Servicer after termination or
resignation shall be endorsed by it and remitted directly and immediately to the
Back-up Servicer. The Servicer shall be entitled to receive the Servicing Fee
through the day on which it is terminated as Servicer (which may be pro rated
for a partial month).
To the extent that the Servicer, at the time of its
termination or resignation, has therefore expended any amounts as Servicing
Advances with respect to any Mortgage Loan, which Servicing Advances remain
unreimbursed as of such date ("Unrecovered Advances") the Servicer shall
thereafter be entitled to receive from the Back-up Servicer, monthly, such
information as may be generated by the Back-up Servicer as may be reasonably
necessary to enable the Servicer to monitor the recovery of, and collection
efforts undertaken with respect to, the Unrecovered Advances, which information
will include details of collection activities, payment records and trial
balances. To the extent that the Back-up Servicer or other successor servicer
receives any amounts which relate to reimbursement for Unrecovered Advances made
by the prior Servicer, such amounts shall be remitted to the prior Servicer on
the related Payment Date. To the extent that the Servicer, based upon the
information supplied by the Back-up Servicer, believes that any discrepancies
exist between actual Unrecovered Advances received by the Back-up Servicer and
the amounts forwarded to the Servicer as recovered Unrecovered Advances, the
Servicer and the Back-up Servicer shall attempt in good faith to reconcile such
discrepancies.
48
The Back-up Servicer shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any succession to become the
successor servicer. The Servicer agrees to cooperate reasonably with the Back-up
Servicer in effecting the termination of the Servicer's servicing
responsibilities and rights hereunder and shall promptly provide to the Back-up
Servicer all documents and records reasonably requested by it to enable it to
assume the Servicer's functions hereunder and shall promptly also transfer to
the Back-up Servicer all amounts which then have been or should have been
deposited in the Collection Account, or which are thereafter received with
respect to the Mortgage Loans. The Back-up Servicer shall not be held liable by
reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the Servicer to
deliver, or any delay in delivering, cash, documents or records to it, or (ii)
restrictions imposed by any regulatory authority having jurisdiction over the
Servicer.
The Servicer which is being terminated or is resigning shall
give notice to the Mortgagors of the transfer of the servicing to the Back-up
Servicer. Said notice shall be a joint notice of servicing transfer in the form
required by applicable law.
Section 6.05. Rights of the Trust, the Depositor and Others in
Respect of the Servicer.
The Servicer shall afford the Trust, the Depositor, the
Indenture Trustee and the Insurer, upon reasonable notice, during normal
business hours, access to all records maintained by the Servicer in respect of
its rights and obligations hereunder and access to officers of the Servicer
responsible for such obligations. Upon request, the Servicer shall furnish to
the Trust, the Depositor, the Indenture Trustee and the Insurer its most recent
financial statements and such other information relating to its capacity to
perform its obligations under this Agreement it possesses. To the extent such
information is not otherwise available to the public, the Trust, the Depositor,
the Indenture Trustee and the Insurer shall not disseminate any information
obtained pursuant to the preceding two sentences without the Servicer's written
consent, except as required pursuant to this Agreement or to the extent that it
is appropriate to do so (i) in working with legal counsel, auditors, taxing
authorities or other governmental agencies or (ii) pursuant to any law, rule,
regulation, order, judgment, writ, injunction or decree of any court or
governmental authority having jurisdiction over the Trust, the Depositor, the
Indenture Trustee, the Insurer or the Trust Property, and in either case, the
Trust, the Depositor, the Insurer or the Indenture Trustee, as the case may be,
shall use its best efforts to assure the confidentiality of any such
disseminated non-public information. The Depositor may, but is not obligated to,
enforce the obligations of the Servicer under this Agreement and may, but is not
obligated to, perform, or cause a designee to perform, any defaulted obligation
of the Servicer under this Agreement or exercise the rights of the Servicer
under this Agreement; provided that the Servicer shall not be relieved of any of
its obligations under this Agreement by virtue of such performance by the
Depositor or its designee. The Depositor shall not have any responsibility or
liability for any action or failure to act by the Servicer and is not obligated
to supervise the performance of the Servicer under this Agreement or otherwise.
49
Section 6.06. Limitation of Liability.
It is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by Wilmington Trust Company,
not individually or personally but solely as trustee of HomeGold Home Equity
Loan Trust 1999-1 under the Trust Agreement dated as of May 1, 1999, with
Emergent Residual Holding Corp., in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made on the part of the Trust is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Trust, (c)
nothing herein contained shall be construed as creating any liability on
Wilmington Trust Company, individually or personally, to perform any covenant
either expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto and (d) under no circumstances shall Wilmington Trust
Company be personally liable for the payment of any indebtedness or expenses of
the Trust or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Trust under this
Agreement or the other Basic Documents.
ARTICLE VII
DEFAULT
Section 7.01. Servicer Events of Default.
"Servicer Event of Default," wherever used herein, means any
one of the following events:
(i) any failure by the Servicer to remit to the Indenture
Trustee for payment to Noteholders any payment (other than a
Monthly Advance required to be made from its own funds on any
Servicer Remittance Date pursuant to Section 4.03) required to
be made under the terms of the Indenture or this Agreement
which continues unremedied for the later of (x) a period of
one Business Day after the date upon which written notice of
such failure, requiring the same to be remedied, shall have
been given to the Servicer by the Trust, the Depositor, the
Insurer or the Indenture Trustee (in which case notice shall
be provided by telecopy), or to the Servicer, the Trust, the
Depositor, the Insurer and the Indenture Trustee by the
Holders of both Classes of Notes entitled to at least 25% of
the Voting Rights or (y) five days; or
(ii) any failure (other than a failure identified in
clause (vi) below) on the part of the Servicer duly to observe
or perform in any material respect any other of the covenants
or agreements on the part of the Servicer contained in the
Indenture or this Agreement which continues unremedied for a
period of 30 days (or 10 days in the case of a failure to
maintain any insurance policy on any of the Mortgage Loans or
50
Mortgaged Properties) after the earlier of (I) the date on
which written notice of such failure, requiring the same to be
remedied, shall have been given to the Servicer by the Trust,
the Depositor, the Insurer or the Indenture Trustee, or to the
Servicer, the Depositor, the Insurer and the Indenture Trustee
by the Holders of both Classes of Notes entitled to at least
25% of the Voting Rights and (II) actual knowledge of such
failure by a Servicing Officer of the Servicer; or
(iii) a decree or order of a court or agency or
supervisory authority having jurisdiction in the premises in
an involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or the appointment
of a conservator or receiver or liquidate in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceeding, or for the winding-up or liquidation of
its affairs, shall have been entered against the Servicer and
such decree or order shall have remained in force undischarged
or unstayed for a period of 90 days; or
(iv) the Servicer shall consent to the appointment of a
conservator or receiver or liquidate in any insolvency,
readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to it or of or relating to
all or substantially all of its property; or
(v) the Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to
take advantage of any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations; or
(vi) any failure of the Servicer to make any Monthly
Advance on any Servicer Remittance Date required to be made
from its own funds pursuant to Section 4.03 or failure to make
any payment required pursuant to Section 3.26 which continues
unremedied until 3:00 p.m. New York time on the Business Day
immediately following the Servicer Remittance Date; or
(vii) any breach of a representation or warranty of the
Servicer relating to such Servicer's authority to enter into,
and its ability to perform its obligations under, this
Agreement; or
(viii) the occurrence of a Performance Test Violation (as
defined in the Insurance Agreement).
Subject to Article IX, if a Servicer Event of Default
described in clauses (i) through (v) and (vii) and (viii) of this Section shall
occur, then, and in each and every such case, so long as such Servicer Event of
Default shall not have been remedied, the Trust, the Depositor, the Insurer or
the Indenture Trustee may, and at the
51
written direction of the Holders of both Classes of Notes entitled to at least
25% of Voting Rights (with the consent of the Insurer to the extent there is no
Insurer Default), the Indenture Trustee shall, by notice in writing to the
Servicer and the Back-up Servicer (and to the Trust, the Depositor and the
Insurer if given by the Indenture Trustee or to the Indenture Trustee if given
by the Trust, the Depositor or the Insurer), terminate all of the rights and
obligations of the Servicer in its capacity as Servicer under this Agreement, to
the extent permitted by law, and in and to the Mortgage Loans and the proceeds
thereof. If a Servicer Event of Default described in clause (vi) hereof shall
occur, the Indenture Trustee shall, by notice in writing to the Servicer, the
Back-up Servicer, the Insurer, the Trust and the Depositor, terminate all of the
rights and obligations of the Servicer in its capacity as Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof. On or after
the receipt by the Servicer and the Back-up Servicer of such written notice, all
authority and power of the Servicer under this Agreement, whether with respect
to the Securities (other than as a Holder of any Security) or the Mortgage Loans
or the Policy or otherwise, shall pass to and be vested in the Back-up Servicer
pursuant to and under this Section, and, without limitation, the Back-up
Servicer, is hereby authorized and empowered, as attorney-in-fact or otherwise,
to execute and deliver, on behalf of and at the expense of the Servicer, any and
all documents and other instruments and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Servicer agrees
promptly (and in any event no later than ten Business Days subsequent to such
notice) to provide the Back-up Servicer with all documents and records requested
by it to enable it to assume the Servicer's functions under this Agreement, and
to cooperate with the Back-up Servicer in effecting the termination of the
Servicer's responsibilities and rights under this Agreement, including, without
limitation, the transfer within one Business Day to the Indenture Trustee for
administration by it of all cash amounts which at the time shall be or should
have been credited by the Servicer to the Collection Account held by or on
behalf of the Servicer, the Distribution Account, the Policy Payments Account or
any REO Account or Servicing Account held by or on behalf of the Servicer or
thereafter be received with respect to the Mortgage Loans or any REO Property
serviced by the Servicer (provided, however, that the Servicer shall continue to
be entitled to receive all amounts accrued or owing to it under this Agreement
on or prior to the date of such termination, whether in respect of Monthly
Advances or otherwise, and shall continue to be entitled to the benefits of
Section 6.03 notwithstanding any such termination). For purposes of this Section
7.01, the Indenture Trustee shall not be deemed to have knowledge of a Servicer
Event of Default unless a Responsible Officer of the Indenture Trustee assigned
to and working in the Indenture Trustee's Corporate Trust Office has actual
knowledge thereof or unless written notice of any event which is in fact such a
Servicer Event of Default is received by the Indenture Trustee and such notice
references the Notes, the Trust Property or this Agreement.
In the event that the Back-up Servicer becomes the Successor
Servicer, the parties hereby agree that there shall no longer be the requirement
to have a Back-up Servicer.
52
The Servicer hereby covenants and agrees to act as the
Servicer under this Agreement for an initial term, commencing on the Closing
Date and ending on August 31, 1999, which term shall be extendable by the
Insurer for successive terms of three calendar months thereafter, until the
termination of the Servicer's obligations and responsibilities pursuant to
Article X; provided that, if the Back-up Servicer shall become the Servicer
hereunder the term of the Back-up Servicer as Servicer shall not be subject to
termination without cause. Each such notice of extension (a "Servicer Extension
Notice") shall be delivered by the Insurer to the Trust, the Indenture Trustee
and the Servicer. The Servicer hereby agrees that, upon its receipt of any such
Servicer Extension Notice, the Servicer shall become bound for the duration of
the term covered by such Servicer Extension Notice to continue as the Servicer
subject to and in accordance with the other provisions of this Agreement. The
Indenture Trustee agrees that if as of the fifteenth (15th) day prior to the
last day of any term of the Servicer the Indenture Trustee shall not have
received any Servicer Extension Notice from the Insurer, the Indenture Trustee
will within five (5) days thereafter, give written notice of such non-receipt to
the Trust, the Back-up Servicer, the Insurer and the Servicer. The failure of
the Insurer to deliver a Servicer Extension Notice by the end of a calendar term
shall result in the termination of the Servicer and the Back-up Servicer shall
become the Successor Servicer. The foregoing provisions of this paragraph shall
not apply to the Indenture Trustee in the event the Indenture Trustee succeeds
to the rights and obligations of the Servicer and the Indenture Trustee shall
continue in such capacity until the earlier of the termination of this Agreement
pursuant to Article X or the appointment of a successor servicer.
Section 7.02. Back-up Servicer to Act; Appointment of
Successor Servicer.
(a) On and after the time the Servicer receives a notice of
termination or the Servicer's term is not extended pursuant to
Section 7.01, the Back-up Servicer shall be the successor in all
respects to the Servicer in its capacity as Servicer under this
Agreement and the transactions set forth or provided for herein and
shall be subject to all the responsibilities, duties and
liabilities relating thereto and arising thereafter placed on the
Servicer (except for any representations or warranties of the
Servicer under this Agreement and its obligation to deposit amounts
in respect of losses pursuant to Section 3.14) by the terms and
provisions hereof including, without limitation, the Servicer's
obligations to make Monthly Advances pursuant to Section 4.03;
provided, however, that if the Back-up Servicer is prohibited by
law or regulation from obligating itself to make advances regarding
delinquent mortgage loans, then the Indenture Trustee shall not be
obligated to make Monthly Advances pursuant to Section 4.03 or to
make payments in respect of Prepayment Interest Shortfalls pursuant
to Section 3.26; and provided, further, that any failure to perform
such duties or responsibilities caused by the Servicer's failure to
provide information required by Section 7.01 shall not be
considered a default by the Back-up Servicer as successor to the
Servicer hereunder. As compensation therefor, the Back-up Servicer
shall be entitled to the Servicing Fees and all funds relating to
the Mortgage Loans to which the Servicer would have been entitled
if it had
53
continued to act hereunder. Notwithstanding the above, if the
Back-up Servicer is unable to so act or if it is prohibited by law
from making advances regarding delinquent mortgage loans or if the
Insurer or if the Holders of both Classes of Notes entitled to at
least 51% of the Voting Rights so request in writing to the
Indenture Trustee, the Indenture Trustee may promptly appoint, with
the consent of the Insurer, or petition a court of competent
jurisdiction to appoint, an established mortgage loan servicing
institution acceptable to each Rating Agency and the Insurer and
having a net worth of not less than $15,000,000 and which is a FNMA
and FHLMC approved Seller/Servicer, as the successor to the
Servicer under this Agreement in the assumption of all or any part
of the responsibilities, duties or liabilities of the Servicer
under this Agreement. No appointment of a successor to the Servicer
under this Agreement shall be effective until the assumption by the
successor of all of the Servicer's responsibilities, duties and
liabilities hereunder. In connection with such appointment and
assumption described herein, the Indenture Trustee may make such
arrangements for the compensation of such successor out of payments
on Mortgage Loans as it and such successor shall agree; provided,
however, that no such compensation shall be in excess of that
permitted the Servicer as such hereunder. The Depositor, the
Indenture Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate
any such succession. Pending appointment of a successor to the
Servicer under this Agreement, the Indenture Trustee shall act in
such capacity as hereinabove provided.
(b) If the Servicer fails to remit to the Indenture Trustee
for payment to the Noteholders any payment required to be made
under the terms of the Indenture or this Agreement (for purposes of
this Section 7.02(b), a "Remittance") because the Servicer is the
subject of a proceeding under the federal Bankruptcy Code and the
making of such Remittance is prohibited by Section 362 of the
federal Bankruptcy Code, the Indenture Trustee shall upon notice of
such prohibition, regardless of whether it has received a notice of
termination under Section 7.01, advance the amount of such
Remittance by depositing such amount in the Distribution Account on
the related Payment Date. The Indenture Trustee shall be obligated
to make such advance only if (i) such advance, in the good faith
judgment of the Indenture Trustee, can reasonably be expected to be
ultimately recoverable from funds which are in the custody of the
Servicer, a trustee in bankruptcy or a federal bankruptcy court and
should have been the subject of such Remittance absent such
prohibition (the "Stayed Funds") and (ii) the Indenture Trustee is
not prohibited by law from making such advance or obligating itself
to do so. Upon remittance of the Stayed Funds to the Indenture
Trustee or the deposit thereof in the Distribution Account by the
Servicer, a trustee in bankruptcy or a federal bankruptcy court,
the Indenture Trustee may recover the amount so advanced, without
interest, by withdrawing such amount from the Distribution Account;
provided, however, that nothing in this Agreement shall be deemed
to affect the Indenture Trustee's rights to recover from the
Servicer's own funds interest at the prime rate (as set forth in
the Wall Street Journal) as of the date of such advance on the
amount of
54
any such advance. If the Indenture Trustee at any time makes an
advance under this subsection which it later determines in its good
faith judgment will not be ultimately recoverable from the Stayed
Funds with respect to which such advance was made, the Indenture
Trustee shall be entitled to reimburse itself for such advance,
without interest, by withdrawing from the Distribution Account, out
of amounts on deposit therein, an amount equal to the portion of
such advance attributable to the Stayed Funds. The Servicer shall
pay the Indenture Trustee, from the Servicer's own funds, interest
on any advance made by the Indenture Trustee pursuant to this
paragraph at a rate equal to the prime rate (as set forth in the
Wall Street Journal) as of the date of such advance.
(c) The Servicer, the Back-up Servicer, the Indenture Trustee
and such successor Servicer shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such
succession. The Back-up Servicer (or the Indenture Trustee) shall
be reimbursed for Transition Costs, if any, incurred in connection
with the assumption of responsibilities of the successor Servicer,
upon receipt of documentation of such costs and expenses. The
Back-up Servicer shall have no claim against the Servicer, the
Indenture Trustee, the Insurer, the Owner Trustee, the Depositor,
any Noteholder, the Trust or any other Party to the Related
Documents for any costs and expenses incurred in effecting such
succession in excess of the amount specified in the definition of
"Transition Costs."
Section 7.03. Notification to Noteholders and Trust.
(a) Upon any termination of the Servicer pursuant to Section
7.01 above or any appointment of a successor to the Servicer
pursuant to Section 7.02 above, the Indenture Trustee shall give
prompt written notice thereof to the Trust and to all Noteholders
at their respective addresses appearing in the Note Register.
(b) Not later than the later of 60 days after the occurrence
of any event, which constitutes or which, with notice or lapse of
time or both, would constitute a Servicer Event of Default or five
days after a Responsible Officer of the Indenture Trustee becomes
aware of the occurrence of such an event, the Indenture Trustee
shall transmit by mail to the Trust and all Holders of Notes notice
of each such occurrence, unless such default or Servicer Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Servicer Events of Default.
The Holders of Notes evidencing at least 66% of the aggregate
Note Principal Balance of all Classes of Notes affected by any default or
Servicer Event of Default hereunder, with the written consent of the Insurer,
may waive such default or Servicer Event of Default; provided, however, that a
default or Servicer Event of Default under clause (i) or (vi) of Section 7.01
may be waived only by all of the Holders of the Notes with the written consent
of the Insurer. Upon any such waiver of a default
55
or Servicer Event of Default, such default or Servicer Event of Default shall
cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Servicer Event of Default or impair any right consequent thereon except to the
extent expressly so waived.
Section 7.05. The Back-up Servicer.
Prior to assuming any of the Servicer's rights and obligations
hereunder the Back-up Servicer shall only be responsible to perform those duties
specifically imposed upon it by the provisions hereof. Such duties generally
relate to the following procedures which would permit the Back-up Servicer to
assume some or all of the Servicer's rights and obligations hereunder with
reasonable dispatch, following notice.
The Back-up Servicer, prior to assuming any of the Servicer's
duties hereunder may not resign hereunder unless it arranges for a successor
Back-up Servicer reasonably acceptable to each Rating Agency, and the Insurer
with not less than 60 day's notice delivered to the Servicer, the Indenture
Trustee and the Depositor. Prior to its becoming successor servicer, the Back-up
Servicer shall have only those duties and obligations imposed by it under this
Agreement, and shall have no obligations or duties under any agreement to which
it is not a party, including but not limited to the various agreements named
herein. In its capacity as successor servicer and as Back-up Servicer, Fairbanks
Capital Corp. shall in no event be liable for any obligations of the
Unaffiliated Seller or the Servicer to any party, whether hereunder or under any
other agreement, which are not related to servicing functions, including,
without limitation, any repurchase obligations.
The Back-up Servicer agrees to indemnify the Trust, the
Indenture Trustee, the Depositor, each Noteholder, the Servicer and the
Unaffiliated Seller, and any of their respective directors, officers, employees
or agents from, and hold them harmless against, any and all costs, expenses
(including reasonable attorney fees and disbursements), losses, claims, damages
and liabilities to the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon the Trust, the Indenture Trustee,
the Depositor, the Noteholder, the Servicer, or the Unaffiliated Seller and
their respective directors, officers, employees and agents through the Back-up
Servicer's acts or omissions in violation of this Agreement, except to the
extent such indemnified party's own bad faith, willful misconduct or gross
negligence contributes to the cost, loss, claim, damage or liability.
The Back-up Servicer (including the Back-up Servicer in its
capacity as successor servicer) in addition agrees to indemnify the Servicer
against any losses, claims or damages whenever imposed or suffered resulting
from the performance or non-performance by the Back-up Servicer of its duties
hereunder from the date on which it becomes the successor servicer, other than
any loss, claim or damage resulting from the Servicer's negligence, misconduct,
bad faith or failure to comply with this Agreement.
56
The Servicer shall have no liability, direct or indirect, to
any party, for the acts or omissions of the Back-up Servicer, whenever such acts
or omissions occur whenever such liability is imposed.
No later than the fifth Business Day of each calendar month,
the Servicer shall deliver to the Back-up Servicer a complete set of servicing
records in computer-readable form with respect to the payment, collection and
other servicing activity of the Mortgage Loans during the preceding calendar
month, which records shall contain sufficient data to permit the Back-up
Servicer to assume the duties of the Servicer hereunder without delay on account
of the absence of relevant servicing information. On at least a quarterly basis,
the Back-up Servicer shall convert and "map" the data contained in such
servicing records to its own servicing system, and shall provide the Insurer and
Indenture Trustee not later than each March 15, June 15, September 15 and
December 15, commencing September 15, 1999, with an officer's certificate, in
the form of Exhibit F hereto, to the effect that it has received from the
Servicer each monthly submission of servicing data, has completed such
conversion and mapping of the data delivered with respect to the three
immediately preceding calendar months, and is capable of assuming the duties of
the Servicer if required to do so hereunder.
ARTICLE VIII
CONCERNING THE INDENTURE TRUSTEE
Section 8.01. Duties, Responsibilities, Etc. of Indenture
Trustee.
The duties, rights, responsibilities and privileges of the
Indenture Trustee shall be as set forth herein, in the Indenture and in the
other Basic Documents to which the Indenture Trustee is a party and no implied
covenants or obligations on the part of the Indenture Trustee shall be read into
this Agreement, the Indenture or any of the Basic Documents. Without limitation
of the foregoing, it is acknowledged and agreed that the provisions of Sections
6.1 through 6.7 and 6.11 through 6.21 of the Indenture shall apply as if set
forth in full herein.
Section 8.02. Replacement of Indenture Trustee; Successor
Indenture Trustee; Appointment of Co- or Separate Indenture Trustee.
Any successor Indenture Trustee pursuant to Section 6.8 or 6.9
of the Indenture shall succeed to all the rights, duties, responsibilities of
the Indenture Trustee pursuant to this Agreement and any co-trustee or separate
trustee appointed pursuant to Section 6.10 of the Indenture may, with the
consent of the Insurer, act as co-trustee or separate trustee hereunder.
Section 8.03. Representations and Warranties of the Indenture
Trustee.
The Indenture Trustee hereby represents and warrants to the
Servicer, the Depositor and the Insurer, as of the Closing Date, that:
57
(i) The Indenture Trustee is a national banking
association duly organized, validly existing and in good
standing under the laws of the United States.
(ii) The execution and delivery of this Agreement by the
Indenture Trustee, and the performance and compliance with the
terms of this Agreement by the Indenture Trustee, will not
violate the Indenture Trustee's charter or bylaws or
constitute a default (or an event which, with notice or lapse
of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of
its assets.
(iii) The Indenture Trustee has the full power and
authority to enter into and consummate all transactions
contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has
duly executed and delivered this Agreement.
(iv) This Agreement, assuming due authorization, execution
and delivery by the Servicer and the Depositor, constitutes a
valid, legal and binding obligation of the Indenture Trustee,
enforceable against the Indenture Trustee in accordance with
the terms hereof, subject to (A) applicable bankruptcy,
insolvency, receivership, reorganization, moratorium and other
laws affecting the enforcement of creditors' rights generally,
and (B) general principles of equity, regardless of whether
such enforcement is considered in a proceeding in equity or at
law.
(v) The Indenture Trustee is not in violation of, and its
execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement will not
constitute a violation of, any law, any order or decree of any
court or arbiter, or any order, regulation or demand of any
federal, state or local governmental or regulatory authority,
which violation, in the Indenture Trustee's good faith and
reasonable judgment, is likely to affect materially and
adversely either the ability of the Indenture Trustee to
perform its obligations under this Agreement or the financial
condition of the Indenture Trustee.
(vi) No litigation is pending or, to the best of the
Indenture Trustee's knowledge, threatened against the
Indenture Trustee which would prohibit the Indenture Trustee
from entering into this Agreement or, in the Indenture
Trustee's good faith reasonable judgment, is likely to
materially and adversely affect either the ability of the
Indenture Trustee to perform its obligations under this
Agreement or the financial condition of the Indenture Trustee.
58
ARTICLE IX
CERTAIN MATTERS REGARDING THE INSURER
Section 9.01. Rights of the Insurer to Exercise Rights of
Class A Noteholders.
Each of the Trust, the Depositor, the Servicer and the
Indenture Trustee, and by accepting a Note, each Noteholder, agrees that unless
an Insurer Default has occurred and is continuing, the Insurer shall have the
right to exercise all rights of the Noteholders under this Agreement, the
Indenture and the Basic Documents (including all Voting Rights) (except as
provided in clause (i) of the second paragraph of Section 12.01) without any
further consent of the Noteholders, including, without limitation:
(a) the right to direct foreclosures upon Mortgage Loans upon
failure of the Servicer to do so;
(b) the right to require the Unaffiliated Seller or the
Originator to repurchase, or substitute for, Mortgage Loans
pursuant to Section 2.05;
(c) the right to give notices of breach or to terminate the
rights and obligations of the Servicer as Servicer pursuant to
Section 7.01;
(d) the right to direct the actions of the Indenture Trustee
during the continuance of a Servicer Event of Default pursuant to
Sections 7.01 and 7.02;
(e) the right to consent to or direct any waivers of Servicer
Event of Defaults pursuant to Section 7.04; and
(f) the right to remove the Indenture Trustee pursuant to
Section 6.8 of the Indenture.
So long as no Insurer Default should have occurred and be
continuing, the consent of the Insurer to any action or matter shall be deemed
to also constitute the consent of the requisite percentage of Noteholders
required by this Agreement or the Indenture in respect of such action or matter.
In addition, each Noteholder agrees that, unless an Insurer
Default has occurred and is continuing, the rights specifically set forth above
may be exercised by the Noteholders only with the prior written consent of the
Insurer.
Section 9.02. Indenture Trustee to Act Solely with Consent of
the Insurer.
Unless an Insurer Default has occurred and is continuing, the
Indenture Trustee shall not agree to any amendment pursuant to Section 12.01 or
terminate the Servicer pursuant to Section 7.01, in each case without the prior
written consent of the Insurer (which consent shall not be unreasonably
withheld).
59
Section 9.03. Trust Property and Accounts Held for Benefit of
the Insurer.
The Servicer hereby acknowledges and agrees that it shall
service and administer the Mortgage Loans and any REO Properties, and shall
maintain the Collection Account and any REO Account, for the benefit of the
Trust, the Noteholders and for the benefit of the Insurer, and all references in
this Agreement (including, without limitation, in Sections 3.01 and 3.10) to the
benefit of or actions on behalf of the Trust, the Noteholders shall be deemed to
include the Insurer. Unless an Insurer Default has occurred and is continuing,
the Servicer shall not terminate any Sub-Servicing Agreements without cause
without the prior consent of the Insurer. Unless an Insurer Default has occurred
and is continuing, neither the Servicer nor the Depositor shall undertake any
litigation pursuant to Section 6.03 (other than litigation to enforce their
respective rights hereunder) without the prior consent of the Insurer. The
Indenture Trustee and the Servicer shall provide such information as may be
reasonably requested by, and shall otherwise cooperate with all reasonable
requests of the Insurer with respect to the Mortgage Loans or the Notes;
provided that such information is within the control of or reasonably accessible
to such party without undue expense.
Section 9.04. Notices to the Insurer.
All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to any of the
Noteholders shall also be sent to the Insurer.
Section 9.05. Third-Party Beneficiary.
The Insurer shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto,
provided, however, that notwithstanding the foregoing, for so long as an Insurer
Default has occurred and is continuing, the Noteholders shall succeed to the
Insurer's rights hereunder.
Section 9.06. Termination of the Servicer.
Notwithstanding anything this Agreement to the contrary, the
Insurer may terminate or refuse to renew the term of the Servicer at such time
as permitted under any separate agreements between them so long as no Insurer
Default has occurred and is continuing.
60
ARTICLE X
TERMINATION; SALE AND PURCHASE OF MORTGAGE LOANS
Section 10.01. Termination Upon Early Redemption of the Notes
or Liquidation of All Mortgage Loans; Right of Servicer and Insurer to Purchase
Mortgage Loans.
(a) The respective obligations and responsibilities under this
Agreement of the Trust, the Depositor, the Servicer and the
Indenture Trustee (other than the obligations to the Indenture
Trustee pursuant to Section 6.7 of the Indenture and of the
Servicer to provide for and the Indenture Trustee to make payments
to Noteholders as contemplated herein and in the Indenture) shall
terminate upon the earlier to occur of (i) satisfaction and
discharge of the indebtedness evidenced by the Notes pursuant to
the Indenture; and (ii) the later of the final payment or other
liquidation (or any advance with respect thereto) of the last
Mortgage Loan or REO Property remaining in the Trust Property;
provided, however, that in no event shall the Trust or any trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx,
the late ambassador of the United States to the Court of St. Xxxxx,
living on the date hereof.
(b) [Reserved]
Section 10.02. Sale and Purchase of Mortgage Loans.
(a) Any redemption of a Class of Notes pursuant to Article X
of the Indenture shall be funded through the sale to the Servicer
of all of the Mortgage Loans and REO Properties included in the
relevant Group pursuant to Section 10.02(b) at a price equal to not
less than the greater of (A) the Redemption Price plus all amounts
due to the Insurer in respect of such Class or (B) the greater of
(x) the aggregate Purchase Price of all such Mortgage Loans in the
related Group, plus the appraised value of each such REO Property
in the related Group, if any, to be sold, such appraisal to be
conducted by an appraiser mutually agreed upon by the Trust, the
purchaser and the Indenture Trustee in their reasonable discretion
(and approved by the Insurer in its reasonable discretion) and (y)
the aggregate fair market value of all of the assets to be sold (as
determined by the Trust, the purchaser, the Insurer (to the extent
the Insurer is not the purchaser) and the Indenture Trustee) as of
the close of business on the third Business Day next preceding the
date upon which notice of any such Note Redemption is furnished to
Noteholders.
(b) [Reserved]
(c) [Reserved]
(d) In the event of a purchase of all of the Mortgage Loans
and REO Property in a Group by the Servicer pursuant to Section
10.02(a), the Servicer
61
shall deliver to the Indenture Trustee for deposit into the
Distribution Account an amount in immediately available funds equal
to the purchase price at the time of such purchase.
(e) [Reserved]
(f) Upon certification to the Indenture Trustee by a Servicing
Officer (a copy of which certification shall be delivered to the
Insurer) of the deposit into the Distribution Account of the
purchase price of any Mortgage Loans and REO Properties sold
pursuant to Section 10.01(a), the Indenture Trustee shall promptly
release to the purchaser thereof the Mortgage Files for such
Mortgage Loans, and execute all assignments, endorsements and other
instruments necessary to effectuate such transfer, subject to the
requirements of Section 2.8 of the Indenture.
Section 10.03. [Reserved]
ARTICLE XI
[RESERVED]
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
This Agreement may be amended from time to time by the Trust,
the Depositor, the Servicer and the Indenture Trustee without the consent of any
of the Noteholders, (i) to cure any ambiguity, to correct any defect or to give
effect to the expectations of Securityholders, (ii) to correct, modify or
supplement any provisions herein, to modify, eliminate or add to any of its
provisions to such extent as shall be necessary to avoid or lessen the risk of
the imposition of any tax on the Trust pursuant to the Code that would be a
claim against the Trust Property, provided that the Indenture Trustee and the
Insurer have received an Opinion of Counsel to the effect that such action is
necessary or desirable to avoid or minimize the risk of the imposition of any
such tax and such action will not, as evidenced by such Opinion of Counsel,
adversely affect in any material respect the interests of any Securityholder,
(iii) to change the timing and/or nature of deposits in the Collection Account,
provided that such change will not, as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee and the Insurer, adversely affect in any
material respect the interests of any Noteholder and that such change will not
adversely affect the then current rating or shadow rating assigned to any Class
A Notes, as evidenced by a letter from each Rating Agency to such effect, (iv)
to add to, modify or eliminate any provisions therein restricting transfers of
certain Securities, which are inserted in response to Code provisions, or (v) 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
62
Agreement, provided that such action shall not, as evidenced by an Opinion of
Counsel delivered to the Indenture Trustee and the Insurer, adversely affect in
any material respect the interests of any Noteholder; provided, further, that if
the Person requesting such amendment delivers to the Indenture Trustee and the
Insurer written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to revise or withdraw its then current rating or
shadow rating each Class of the Class A Notes, such amendment will be deemed to
not adversely affect in any material respect the interests of the Noteholders
and no such Opinion of Counsel shall be required.
This Agreement may also be amended from time to time by the
Trust, the Depositor, the Servicer and the Indenture Trustee with the consent of
the Insurer and the Noteholders of both Classes of Notes holding Notes
evidencing at least 66% of the aggregate Note Principal Balance of both Classes
of the Notes for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of both Classes Notes; provided, however,
that no such amendment shall (i) reduce in any manner the amount of, or delay
the timing of, payments received on Mortgage Loans or payments which are
required to be deposited into the Collection Account or remitted to the
Indenture Trustee for deposit into the Distribution Account, (ii) adversely
affect in any material respect the interests of the Holders of any Class of
Notes in a manner, other than as described in (i), without the consent of the
Holders of both Classes of Notes evidencing at least 66% of the Note Principal
Balance of both Classes of the Notes, or (iii) modify the consents required by
the immediately preceding clauses (i) and (ii) without the consent of the
Insurer and the Holders of all Notes then outstanding. Notwithstanding the
foregoing, this Agreement may be amended by the Trust, the Depositor, the
Servicer, where applicable, and the Indenture Trustee provided that such action
is approved by Holders of Notes evidencing 100% of the Note Principal Balance of
each Class that, as evidenced by an Opinion of Counsel, is adversely affected in
any material respect by such action. For purposes of giving any such consent
(other than a consent to an action which would adversely affect in any material
respect the interests of the Noteholders, while the Servicer or any affiliate
thereof is the holder of a Class of Notes evidencing not less than 66% of the
Note Principal Balance of such Notes of the relevant Class or Classes), any such
Notes registered in the name of the Servicer or any affiliate thereof shall be
deemed not to be outstanding.
Any such amendment pursuant to the first paragraph of this
Section 12.01 shall not be deemed to adversely affect in any material respect
the interests of any Noteholder if such change is required by the Insurer, so
long as no Insurer Default has occurred and is continuing, and the Servicer
receives written confirmation from each Rating Agency that such amendment will
not cause such Rating Agency to reduce the then current rating or any shadow
rating of the affected Notes.
Promptly after the execution of any such amendment with the
consent of Holders the Indenture Trustee shall furnish a copy of such amendment
to the Trust and each Noteholder, the Rating Agencies and the Insurer.
63
It shall not be necessary for the consent of Noteholders under
this Section 12.01 to approve the particular form of any proposed amendment, but
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Noteholders shall be subject to such reasonable regulations
as the Indenture Trustee may prescribe.
The cost of any Opinion of Counsel to be delivered pursuant to
this Section 12.01 shall be borne by the Person seeking the related amendment,
but in no event shall such Opinion of Counsel be an expense of the Indenture
Trustee.
The Indenture Trustee may, but shall not be obligated to enter
into any amendment pursuant to this Section that affects its rights, duties and
immunities under this Agreement or otherwise.
Section 12.02. Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Servicer at the expense of the Trust, but only upon direction of
the Indenture Trustee accompanied by an Opinion of Counsel to the effect that
such recordation materially and beneficially affects the interests of the
Noteholders.
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 12.03. [Reserved]
Section 12.04. GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS AND
THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Section 12.05. Notices.
All directions, demands and notices hereunder shall be in
writing and shall be deemed to have been duly given when received if personally
delivered at or mailed by first class mail, postage prepaid, or by express
delivery service or delivered in any other manner specified herein, to (a) in
the case of the Trust, c/o Wilmington Trust
64
Company, as Owner Trustee, Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention: Corporate Trust Administration, (b)
in the case of the Depositor, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000,
Attention: Asset-Backed Finance Group (phone number (000) 000-0000), or such
other address or telecopy number as may hereafter be furnished to the Servicer,
the Insurer and the Indenture Trustee in writing by the Depositor, (c) in the
case of the Servicer, 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000,
Attention: Xxxxx Xxxxx (telecopy number: (000) 000-0000, or such other address
or telecopy number as may hereafter be furnished to the Indenture Trustee and
the Depositor in writing by the Servicer, (d) in the case of the Indenture
Trustee, First Union National Bank, 000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000, Attention: Corporate Trust Department
(telecopy number 000-000-0000), or such other address or telecopy number as may
hereafter be furnished to the Servicer and the Depositor in writing by the
Indenture Trustee, (e) in the case of the Insurer, Financial Security Assurance
Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Surveillance Department
Re: HomeGold Home Equity Loan Trust 1999-1 (telecopy number 212-888-5278) or
such other address or telecopy number as may hereafter be furnished to the
Indenture Trustee, the Depositor and the Servicer in writing by the Insurer, and
(f) in the case of the Back-up Servicer, Fairbanks Capital Corp., if by mail,
X.X. Xxx 00000, Xxxx Xxxx Xxxx, Xxxx 00000-0000 and if by express delivery
service, 0000 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attention: Xxxxxxx
X. Xxxxx (telecopy number 801-293-2555) or such other address or telecopy number
as may hereafter be furnished to the Indenture Trustee, the Depositor, the
Servicer, and the Insurer in writing by the Back-up Servicer. Any party hereto
may change the address, telephone number or telecopier number by notice to the
other parties hereto in accordance with the terms hereof. In each case in which
a notice or other communication to the Insurer refers to a Servicer Event of
Default or a claim under the Policy or with respect to which failure on the part
of the Insurer to respond shall be deemed to constitute consent or acceptance,
then a copy of such notice or other communication should also be sent to the
attention of the General Counsel and the Head-Financial Guaranty Group and shall
be marked to indicate "URGENT MATERIAL ENCLOSED." Any notice required or
permitted to be given to a Noteholder shall be given in the manner provided in
Section 12.5 of the Indenture. Any notice so given to a Noteholder within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Noteholder receives such notice. A copy of any
notice required to be telecopied hereunder also shall be mailed to the
appropriate party in the manner set forth above.
Section 12.06. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be for any reason whatsoever held invalid, then
such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and
shall in no way affect the validity or enforceability of the other provisions of
this Agreement or of the Notes or the rights of the Holders thereof.
65
Section 12.07. Notice to Rating Agencies and Insurer.
The Indenture Trustee shall use its best efforts promptly to
provide notice to the Rating Agencies and the Insurer with respect to each of
the following of which it has actual knowledge:
1. Any material change or amendment to this Agreement;
2. The occurrence of any Servicer Event of Default that has
not been cured or waived;
3. The resignation or termination of the Servicer or the
Indenture Trustee;
4. The repurchase or substitution of Mortgage Loans pursuant
to or as contemplated by Section 2.05;
5. The final payment to the Holders of any Notes;
6. Any change in the location of the Collection Account;
7. Any event that would result in the inability of the
Indenture Trustee to make advances regarding delinquent
Mortgage Loans; and
8. Any Insurer Default that has not been cured.
In addition, the Indenture Trustee shall promptly furnish to
each Rating Agency and the Insurer copies of each report to Noteholders
described in Section 4.02 and the Servicer shall promptly furnish to each Rating
Agency copies of the following:
1. Each annual statement as to compliance described in
Section 3.22; and
2. Each annual independent public accountants' servicing
report described in Section 3.23.
Any such notice pursuant to this Section 12.07 shall be in
writing and shall be deemed to have been duly given if personally delivered at
or mailed by first class mail, postage prepaid, or by express delivery service
to Xxxxx'x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
and to Standard & Poor's Ratings Services, 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, or such other addresses as the Rating Agencies may designate in writing
to the parties hereto.
Section 12.08. Article and Section References.
All article and section references used in this Agreement,
unless otherwise provided, are to articles and sections in this Agreement.
66
Section 12.09. Confirmation of Intent.
It is the express intent of the parties hereto that the
conveyance of the Mortgage Loans and the other assets constituting the Trust
Property by the Depositor to the Trust as contemplated by this Agreement be, and
be treated for all purposes as, a sale by the Depositor to the Trust of the
Mortgage Loans and the other assets constituting the Trust Property. However, in
the event that, notwithstanding the intent of the parties, the Mortgage Loans
and the other assets constituting the Trust Property are held to continue to be
property of the Depositor then (a) this 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 and the other assets
constituting the Trust Property provided for herein shall be deemed to be a
grant by the Depositor to the Trust of a security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and the other
assets constituting the Trust Property 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 Trust of Mortgage Loans 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 Trust for the purpose of perfecting such security interest under
applicable law. Any assignment of the interest of the Trust pursuant to any
provision hereof shall also be deemed to be an assignment of any security
interest created hereby. The Servicer and the Depositor shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans and the other assets constituting the Trust Property, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and would be maintained as such throughout the
term of this Agreement.
67
IN WITNESS WHEREOF, the Trust, the Depositor, the Servicer and
the Indenture Trustee have caused their names to be signed hereto by their
respective officers thereunto duly authorized, in each case as of the day and
year first above written.
HOMEGOLD HOME EQUITY LOAN TRUST 1999-1
By: WILMINGTON TRUST COMPANY, not in its
individual capacity but solely as Owner
Trustee
By: /s/ Xxxxxxxx Xxxxxxxxxx
Name:
Title:
PRUDENTIAL SECURITIES SECURED FINANCING
CORPORATION, as Depositor
By: /s/ Xxxx Xxxxx Xxxx
Name:
Title:
HOMEGOLD, INC., as Servicer
By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Executive Vice President
FAIRBANKS CAPITAL CORP., as Back-up
Servicer
By: /s/ Xxxxxxx Xxxxx
Name:
Title:
[Sale and Servicing Agreement]
FIRST UNION NATIONAL BANK, solely in its capacity as Indenture Trustee and not
in its individual capacity
By: /s/ Pablo de la Canal
------------------------------
Name: Pablo de la Canal
Title: Assistant Vice President
[Signature Page for Sale and Servicing Agreement]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of May, 1999, before me, a notary public in
and for said State, personally appeared ___________, known to me to be a
__________ of Wilmington Trust Company, one of the corporations that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of May, 1999, before me, a notary public in
and for said State, personally appeared Xxxx Xxxxx Xxxx, known to me to be a
Vice President of Prudential Securities Secured Financing Corporation, one of
the corporations that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of May, 1999, before me, a notary public in
and for said State, personally appeared Xxxxx Xxxxx, known to me to be a
Executive Vice President of HomeGold, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of May, 1999, before me, a notary public in
and for said State, personally appeared Pablo de la Canal, known to me to be an
officer of First Union National Bank, a national banking association that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said banking association, and acknowledged to me that
such banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Seal]
STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )
On the 27th day of May, 1999, before me, a notary public in
and for said State, personally appeared , known to me to be an officer of
Fairbanks Capital Corp. a [ ] corporation that executed the within instrument,
and also known to me to be the person who executed it on behalf of said banking
association, and acknowledged to me that such banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Seal]
EXHIBIT A
GLOSSARY OF DEFINED TERMS
[See Separate Document]
A-1
EXHIBIT B
[RESERVED]
B-1
EXHIBIT C-1
FORM OF INDENTURE TRUSTEE'S INITIAL CERTIFICATION
__________, 1999
HomeGold Home Equity Loan Trust 1999-1
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Office
Prudential Securities Secured
Financing Corporation
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Asset-Backed Finance Group
HomeGold, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Sale and Servicing Agreement, dated as of May 1, 1999,
among HomeGold Home Equity Loan Trust 1999-1, Prudential
Securities Secured Financing Corporation, Fairbanks
Capital Corp., HomeGold, Inc. and First Union National
Bank (the "Agreement")
Ladies and Gentlemen:
Pursuant to Section 2.04 of the Agreement, we certify 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 the
exception report annexed hereto as not being covered by this certification), (i)
the Mortgage Note included in each Mortgage File required to be delivered to us
pursuant to the Agreement is in our possession and (ii) such Mortgage Note has
been reviewed by us and appears regular on its face and relates to such Mortgage
Loan.
Attached is the Indenture Trustee's preliminary exceptions in
accordance with Section 2.04 of the Agreement. Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to them in the
Agreement.
C-1-1
The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the Agreement. The Indenture Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability due authorization,
recordability or genuineness of any of the documents contained in the Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, or
(ii) the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan.
FIRST UNION NATIONAL BANK,
solely in its capacity as Indenture
Trustee and not in its individual capacity
By:
Name:
Title:
X-0-0
XXXXXXX X-0
XXXX XX XXXXXXXXX TRUSTEE'S FINAL CERTIFICATION
_________, 1999
HomeGold Home Equity Loan Trust 1999-1
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Office
Prudential Securities Secured
Financing Corporation
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Asset-Backed Finance Group
HomeGold, Inc.
0000 Xxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Sale and Servicing Agreement, dated as of May 1, 1999,
among HomeGold Home Equity Loan Trust 1999-1, Prudential
Securities Secured Financing Corporation, Fairbanks
Capital Corp., HomeGold, Inc., and First Union National
Bank (the "Agreement")
Ladies and Gentlemen:
In accordance with Section 2.04 of the Agreement, the
undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto), it or a Custodian on its behalf has
received:
(a) the original recorded Mortgage, and the original recorded
power of attorney, if the Mortgage was executed pursuant to a power
of attorney, or a certified copy thereof in those instances where
the public recording office retains the original or where the
original has been lost;
(b) an original recorded Assignment of the Mortgage to the
Indenture Trustee together with the original recorded Assignment or
Assignments of the Mortgage showing a complete chain of assignment
from the originator, or a
C-2-1
certified copy of such Assignments in those instances where the
public recording retains the original or where original has been
lost; and
(c) the original lender's title insurance policy.
The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the Agreement. The Indenture Trustee makes no representations as to:
(i) the validity, legality, sufficiency, enforceability or genuineness of any of
the documents contained in the Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Pooling and
Servicing Agreement.
FIRST UNION NATIONAL BANK,
solely in its capacity as Indenture
Trustee and not in its individual
capacity
By:
Name:
Title:
C-2-2
EXHIBIT D
FORM OF UNAFFILIATED SELLER'S AGREEMENT
[See Separate Document]
D-1
Exhibit E-1
REQUEST FOR RELEASE
(for Indenture Trustee/Custodian)
Loan Information
Name of Mortgagor:
Servicer
Loan No.:
Indenture Trustee/Custodian
Name: First Union National Bank
Address: 000 X. Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000
Indenture Trustee/Custodian
Mortgage File No.:
Depositor
Name: Prudential Securities Secured
Financing Corporation
Address: Xxx Xxx Xxxx Xxxxx, Xxx Xxxx 00000
Trust
Name: HomeGold Home Equity Loan Trust 1999-1
Address: c/o Wilmington Trust Company, Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attn: Corporate Trust Office
Securities: HomeGold Home Equity Loan Asset Backed Notes,
Series 1999-1.
E-1-1
The undersigned Servicer hereby acknowledges that it has
received from First Union National Bank, as Indenture Trustee for the Holders of
HomeGold Home Equity Loan Asset Backed Notes, Series 1999-1, the documents
referred to below (the "Documents"). All capitalized terms not otherwise in this
Request for Release shall have the meanings given them in the Sale and Servicing
Agreement, dated as of May 1, 1999, among the Indenture Trustee, the Trust, the
Depositor, the Back-up Servicer and the Servicer (the "Sale and Servicing
Agreement").
(a) Promissory Note dated __________, 19__, in the original principal sum
of $________, made by ______________, payable to, or endorsed to the
order of, the Indenture Trustee.
(b) Mortgage recorded on ____________________ as instrument no. __________
in the County Recorder's Office of the County of _______________, State
of _______________ in book/reel/docket _________________ of official
records at page/image ______________.
(c) Deed of Trust recorded on _______________ as instrument no. ___________
in the County Recorder's Office of the County of _______________, State
of ________________ in book/reel/docket ________________ of official
records at page/image _____________.
(d) Assignment of Mortgage or Deed of Trust to the Indenture Trustee,
recorded on ______ as instrument no. _______ in the County Recorder's
Office of the County of ______________, State of ______________ in
book/reel/docket __________ of official records at page/image ________.
(e) Other documents, including any amendments, assignments or other
assumptions of the Mortgage Note or Mortgage.
(f) __________________________________________
(g) __________________________________________
(h) __________________________________________
(i) __________________________________________
The undersigned Servicer hereby acknowledges and agrees as
follows:
(1) The Servicer shall hold and retain possession of the
Documents in trust for the benefit of the Indenture Trustee, solely for
the purposes provided in the Agreement and the Indenture.
(2) The Servicer shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security
interest, charges, writs of
E-1-2
attachment or other impositions nor shall the Servicer assert or seek
to assert any claims or rights of setoff to or against the Documents or
any proceeds thereof.
(3) The Servicer shall return each and every Document
previously requested from the Mortgage File to the Indenture Trustee
when the need therefor no longer exists, unless the Mortgage Loan
relating to the Documents has been liquidated and the proceeds thereof
have been remitted to the Collection Account and except as expressly
provided in the Agreement.
(4) The Documents and any proceeds thereof, including any
proceeds of proceeds, coming into the possession or control of the
Servicer shall at all times be earmarked for the account of the
Indenture Trustee, and the Servicer shall keep the Documents and any
proceeds separate and distinct from all other property in the
Servicer's possession, custody or control.
Dated:
HOMEGOLD, INC.
By:
Name:
Title:
E-1-3
EXHIBIT E-2
REQUEST FOR RELEASE
[Mortgage Loans Paid in Full]
OFFICER'S CERTIFICATE AND TRUST RECEIPT
HOMEGOLD HOME EQUITY LOAN ASSET BACKED NOTES
SERIES 1999-1
____________________________________________ HEREBY CERTIFIES THAT HE/SHE IS AN
OFFICER OF THE SERVICER, HOLDING THE OFFICE SET FORTH BENEATH HIS/HER SIGNATURE,
AND HEREBY FURTHER CERTIFIES AS FOLLOWS:
WITH RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE SALE AND
SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:
ALL PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN MADE.
LOAN NUMBER:_____________ BORROWER'S NAME:
COUNTY:
WE HEREBY CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS,
WHICH ARE REQUIRED TO BE DEPOSITED IN THE COLLECTION ACCOUNT PURSUANT TO SECTION
3.10 OF THE SALE AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.
DATED:
/ / VICE PRESIDENT
/ / ASSISTANT VICE PRESIDENT
E-2
EXHIBIT F
FORM OF BACK-UP SERVICER CERTIFICATION
[Date]
Financial Security Assurance Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Senior Vice President-Surveillance
Re: MPS Mortgage Loan Trust 1998-1
First Union National Bank
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Re: Sale and Servicing Agreement, dated as of May 1, 1999, among
HomeGold Home Equity Loan Trust 1999-1, Prudential Securities
Secured Financing Corporation, HomeGold, Inc. and First Union
National Bank
Ladies and Gentlemen:
In accordance with Section 7.05 of the above-referenced Sale
and Servicing Agreement (the "Sale and Servicing Agreement"), the undersigned,
as back-up servicer (the "Back-up Servicer"), hereby certifies that:
(i) the Back-up Servicer has received from the Servicer a
complete set of servicing records (the "Servicing
Information") on a monthly basis through [__________,
____] in computer readable format in accordance with
Section 7.05 of the Sale and Servicing Agreement;
(ii) the Servicing Information has been converted and
"mapped" to the Back-up Servicer's servicing system;
and
(iii) the Back-up Servicer is ready, willing and able to
assume the duties of the Servicer if required to do
so in accordance with the Sale and Servicing
Agreement.
FAIRBANKS CAPITAL CORP.
By:
Name:
Title:
F-1
Schedule 1
MORTGAGE LOAN SCHEDULE
account pool name1 curr_bal
12 A1 XXXXXXX XXXXXX XXXX $7,569.55
196 A1 XXXXXXX X XXXXXX $13,168.92
1715 A1 XXXXXX XXXXX $28,936.80
1902 A1 XXXXXX X XXXXX $22,749.21
1949 A1 XXX XXXXX $32,009.06
2004 A1 XXXXXX XXXX $23,824.82
2267 A1 XXXXXXXX X XXXXXXXX $14,639.74
2281 A1 XXXX XXXXXX $23,644.17
2342 A1 XXXXX X XXXXXX $23,496.27
2755 A1 XXXXXXX X XXXXXX $18,858.74
2775 A1 XXXXXXX X XXXXX $24,538.34
3037 A1 XXXXXX X XXXXXX $17,832.66
3089 A1 XXXXXXX XXXXX $16,214.63
3197 A1 XXXXX XXXXXXXX $7,377.22
3244 A1 XXXXXXX XXXX XXXXXX $18,085.05
3330 A1 XXXXX X XXXXXX $21,940.00
3566 A1 XXXXXXX E CHILDRESS $14,804.65
0000 X0 XXXXXX X XXXXXXXXX $3,910.88
30094 A1 XXX XXXXXXX $10,089.20
35491 A1 XXXX X XXXXXX $1,403.06
60038 A1 XXXXXXXXX X XXXXXXXX $27,066.95
60065 A1 ALLSTATE PROPERTIES INC $12,174.43
60135 A1 XXXX X XXXXXXXX $5,907.85
60152 A1 XXXXX XXX XXXXX $4,066.11
60254 A1 XXXXX XXXXXX XXXXXX $11,308.26
60266 A1 XXXXX XXXX XXXXX $9,699.47
60272 A1 XXXXXX XXXXX XXXXXXX $12,036.79
60291 A1 JO XXXXX XXXXXX XXXXXXXX $6,261.35
60450 A1 XXXX X XXXX $2,312.43
60451 A1 XXXXX X XXXXXXX $8,725.94
60454 A1 XXXXXX XXXXX JOY $5,065.74
60612 A1 XXXX X XXXXXXX $7,137.06
60697 A1 XXXXXX X XXXXX $6,766.25
60699 A1 XXXXX X XXXXXX $29,355.91
60710 A1 XXXXXXX X XXXXXXXXX $22,573.32
60761 A1 XXXXXX X XXXXXXXX $23,976.54
60766 A1 XXXXXX X XXXXXX $27,395.31
60852 A1 XXXXX XXX $10,866.29
60867 A1 XXXXX XXXXX XXXXXX $13,324.48
60933 A1 XXXXX XXXXXX XXXXX $7,292.76
60950 A1 XXXXX X XXXX $5,681.57
61016 A1 XXXXXXX XXX XXXXXXXXXXX $9,377.09
61065 A1 XXXX X. XXXXXXX $23,398.05
61159 A1 XXXXXX X XXXXXXXX XX $18,574.38
61191 A1 XXXXXX X XXXXXXXXX $22,513.77
61219 A1 XXXXX X XXX $1,535.60
61248 A1 XXXXXX X XXXXXXXXX XX $21,828.06
61285 A1 XXXXX X XXXXXX $16,391.86
61293 A1 XXXXXX XXXXXXX $35,329.59
61485 A1 XXXXXX PROPERTIES TRUST $64,349.27
61496 A1 XXXXXX X XXXXX $1,771.97
61524 A1 XXXXXX XXXXX $16,855.95
61608 A1 XXXXXX X XXX $8,547.15
61624 A1 XXXXXXX X XXXXXX $18,091.40
61926 A1 XXXXX X XXXX XX $30,778.09
62217 A1 XXXXXX X XXXXXX $2,528.11
62230 A1 XXXXXX X XXXXXX $37,646.45
62288 A1 XXXXXXX X XXXXX(EST OF) $34,044.07
62347 A1 XXXXXXX X XXXXXXX XX $6,179.22
62416 A1 XXXXXXXXX XXXXXX $14,524.31
62519 A1 XXXXXX X XXXXXX $1,281.35
62535 A1 XXXXXX XXXXXXXX $37,782.23
62543 A1 XXXXX XXXXX $33,531.49
62567 A1 XXXXXX XXXXXXXX $8,322.18
62590 A1 XXXXXXX X XXXXXX XX $4,332.45
62667 A1 XXXXX X XXXXXXX $16,356.57
62676 A1 XXXXXXX XXXXXX $13,047.49
62679 A1 XXXXX XXX XXXX $34,996.34
62689 A1 XXXXX XXXXXX $27,450.16
62694 A1 XXXXXXXX XXXXXXX $26,532.88
62815 A1 XXXX XXXX $29,005.07
62885 A1 XXXXXXX X XXXXX $7,487.86
62914 A1 XXXXXX X XXXXX $61,506.02
63012 A1 XXXX X XXXXXX $29,280.80
63033 A1 XXXX X XXXXX $4,245.48
63060 A1 XXXXX XXX XXXXXX $14,659.45
63071 A1 XXXXXXXXXX XXXXXXX $21,732.57
63122 A1 XXXXXX X XXXXXX $30,291.35
63131 A1 XXXXXXX XXXXX $22,836.12
63144 A1 XXXXXX X XXXXXXX $28,524.57
63171 A1 XXXXXXX XXXXXXX XX $18,475.25
63209 A1 XXXXXX XXXXXXXXX $20,808.73
63260 A1 XXXXX X XXXXXXXX $41,732.17
63323 A1 XXXXXXX X XXXXXXXX $18,729.18
63436 A1 XXXXX XXXX $8,360.67
63547 A1 XXXXXX XXXX $40,448.40
63548 A1 XXXXXX XXXX $6,375.57
63597 A1 XXXXX XXXXXX $42,359.09
63609 A1 XXXXXX X XXXXX $40,901.79
63639 A1 XXXXXXXXX X XXXXX $35,975.04
63796 A1 XXXXXX XXXXX XX $35,922.20
63807 A1 XXXXX XXXX XXXXX $19,776.88
63870 A1 XXX X XXXXX $37,845.60
63880 A1 XXXXXXX XXXXXXXX $36,789.52
63883 A1 XXXXX XXXX $23,737.23
63888 A1 XXXXX X XXXXXX $15,777.72
64029 A1 XXXXX X XXXXXXX $31,768.43
64113 A1 XXXXXXX X XXXXX $41,452.33
64141 A1 XXXXX XXXXXXXX $41,320.90
64170 A1 XXXXX X XXXX III $41,167.88
64202 A1 XXXXXXX XXXXXX $22,949.21
64238 A1 XXXXXXX XXX XXXXXX $10,504.74
64263 A1 XXXXXX XXXXXX $23,807.64
64287 A1 XXXXXX XXXXXXX $35,207.88
64291 A1 XXXXXX X XXXX $275,233.01
64306 A1 XXXXXX X XXXXXX $15,117.35
64312 A1 XXXXX X XXXXXX $11,272.48
64313 A1 XXXXX X XXXXX $35,576.74
64338 A1 XXXXX XXXXXXX $39,499.07
64369 A1 XXXXXX X XXXX $32,196.04
64374 A1 XXXX X XXXXXX $34,081.05
64401 A1 XXXXXX X XXXXXX $16,121.20
64402 A1 XXXXXX X XXXXXX $20,149.12
64403 A1 XXXXXXX X XXXXXX $32,799.84
64406 A1 XXXXXX XXXXXX XX $36,000.09
64470 A1 XXXXX XXXXXX $29,065.85
64497 A1 XXXXXX X XXXXXXXX XX $10,730.26
64591 A1 XXXXXXXXX XXXXXX $25,965.57
64596 A1 XXXX XXXXX HAYNESWORTH $32,636.65
64599 A1 XXXX X XXXXXX $41,956.36
64602 A1 XXXXXX SOMCHEEN $38,586.70
64625 A1 XXXXXX X XXXXX $31,291.78
64631 A1 XXXXXXX XXXXX XX $36,829.29
64650 A1 XXXXX XXXXX $17,863.60
64798 A1 XXXXXXX XXXXX XXXXX $29,479.63
64895 A1 XXXXX XXXXXXXX $24,431.55
64938 A1 XXXXX XXXXXXXXXXX $29,624.19
64948 A1 XXXXXXX XXXXXX $27,616.67
65057 A1 XXXXXX XXXXXX (EST OF) $18,725.73
65234 A1 XXXXXXX X XXXXXXX $32,326.01
65312 A1 R XXXXX XXXXXXX $36,541.03
65378 A1 XXXXXX X XXXXXX $43,000.36
65413 A1 XXXXX X'XXXX $39,060.90
65454 A1 XXXX X XXXXXX $7,621.27
65578 A1 XXXXXXXX XXXX $20,987.02
65629 A1 XXXXX X XXXXX $43,556.44
65753 A1 XXXXXXX X XXXXXXXX $15,758.72
65797 A1 XXXXXXX X XXXXXX $43,899.18
65841 A1 XXXXXXXX X XXXXX $40,658.86
65922 A1 XXXXXXXX XXXXXX $25,768.09
65964 A1 XXXXXX X XXXXXXXX $13,730.25
65969 A1 XXXXX X XXXXXXX $38,802.53
66009 A1 XXXXXX XXXX XXXXXXXXXX $31,102.55
66015 A1 XXXXXXX X XXXXXX $38,559.65
66016 A1 XXXXXX X XXXXXXXX $39,867.02
66025 A1 XXXXX XXXXXX XXXXX $38,830.28
66032 A1 XXXXX XXXXXXX $39,859.50
66070 A1 XXXXX X XXX $31,371.01
66071 A1 XXXXX XXXXXXXX $38,943.32
66108 A1 XXXXXXXX X XXXXXX $40,375.00
66140 A1 XXXXX X XXXXXXX $40,508.39
66164 A1 XXXXXXX XXXXX $19,602.88
66178 A1 XXXXX XXXXXXXXXX $36,537.98
66202 A1 XXXXX XXXXXXX $35,910.31
66255 A1 XXXXXXX X XXXXX $21,028.13
66277 A1 XXXX X XXXXXX $27,062.43
66279 A1 XXXXXXX X XXXXX $43,751.31
66302 A1 XXXXXX XXXXX $31,763.10
66310 A1 XXXXXX XXXXXXXXX $22,986.40
66322 A1 XXXXXX XXXXX XXXXXXXXX $32,975.80
66334 A1 XXXX XXXXXXX XXXXX $35,199.98
66344 A1 XXXXXXX X XXXXXXX $25,470.38
66349 A1 LOLA XXX XXXXXXX $40,823.57
102601 A1 XXXXX X XXXXX $14,268.32
627221 A1 XXXXXXX X XXXXXXX $43,995.60
653821 A1 XXXX XXXXXX $13,073.00
1002649 A1 XXXXX X XXXXX $38,596.08
1002933 A1 XXXXX X XXXXX XXXXXX $28,065.45
1002938 A1 XXXXXXXXX XXXXXXXX $22,751.13
1003485 A1 XXXXXXX X XXXXX $14,984.08
1003923 A1 XXXXXXX XXXXX XXXXX $8,824.44
1004047 A1 XXXXX X XXXXXX $8,713.16
1004314 A1 XXXXXXXX L HAMPSHIRE $28,684.20
1004419 A1 XXXXXX XXXXXX $27,264.58
1004550 A1 XXXXX XXX XXXXXX $24,613.88
1004790 A1 XXXXX XXXX $10,127.21
1005946 A1 XXXXX X XXXXXX $19,922.98
1006125 A1 XXXXXXX XXXXXXXX $42,137.13
4000999 A1 XXXXX X XXX $35,365.37
4001078 A1 XXXXXX X XXXXXXX $19,830.84
5001031 A1 XXXX X XXXXXX $3,422.10
5004221 A1 XXXXXXX XXXXXX XX $17,873.07
5005618 A1 XXXXXXX X XXXXX $51,445.18
5006005 A1 XXXXXXX X XXXXXXX $19,211.87
5006053 A1 XXXXXX X XXXXX $36,001.50
5006058 A1 XXXXX X XXXXXXXXX $26,318.37
5006067 A1 XXXXXX X XXXXXXX $32,079.94
5006729 A1 XXXX X XXXX $37,374.43
5007034 A1 XXXXXX X XXXXXXX $42,689.38
5007122 A1 XXXXX X XXXXXX $27,138.37
5007380 A1 XXXXXXX X XXXXXXX $36,074.19
5007409 A1 XXX XXXXXXX $20,490.64
5007643 A1 XXXXX XXXXXXX XXXXXXX $24,362.69
5008176 A1 XXXXXXX X XXXXXX $25,822.13
5008199 A1 XXXXXXX X XXXX $33,812.19
5008201 A1 XXXXXXX X XXXXX $26,744.72
5008317 A1 XXXXXXX X XXXX $42,071.53
5008365 A1 XXXXXX X XXXXXXXXXX $34,597.01
5008402 A1 XXXXX X XXXXXXX-BEGUETTE $37,963.35
5008422 A1 XXXX X XXXXXXX $72,730.59
5008588 A1 XXXX X XXXXX $23,865.06
5008629 A1 XXXXXXX XXXXX $36,554.18
5008679 A1 XXXXX X XXXXXX $19,484.55
5008718 A1 XXXXXXX X XXXXX $41,070.26
5008736 A1 XXXXXXX X XXXXXX $16,131.08
5008784 A1 XXXXXXX X XXXXXX $29,442.52
5008867 A1 XXXX X XXXXXXXXX $30,979.71
5008888 A1 XXXXXX X XXXXXXXXXX $35,064.52
5008957 A1 XXXXXX X XXXX $22,009.98
5009786 A1 XXXXX X XXXX $36,152.89
7000725 A1 XXXXX XXXXXX XXXXXXXX $23,328.39
7000796 A1 XXXX XXXXX XXXXXX $31,368.94
7000948 A1 XXXXXX XXXXXXX $6,346.26
7000982 A1 XXXXXXX XXXXX $42,172.18
7001029 A1 XXXXXXX XXXXXXXX $26,283.24
7001040 A1 XXXXX XXXXXX XXXXXX $34,964.52
7001067 A1 XXXXXXX XXXXXX XXXXXXX $29,606.39
7001090 A1 XXXX XXXXX $18,092.72
7001126 A1 XXXXX XXXXXXXXX $14,838.59
7001250 A1 XXXXXXX XXXXX $23,598.14
7001366 A1 XXXXXXX XXXXXXX $15,427.65
7001447 A1 XXXXXX X XXXX XX $12,143.39
7001486 A1 XXXXX XXXXXX-XXXXXX $27,999.57
7001524 A1 XXXX X XXXXXXXX $27,869.14
7001525 A1 XXXXXX XXX XXXXXXX $29,178.10
7001546 A1 XXXXXXXX XXXXXXX $33,251.33
7001567 A1 XXXXXX X XXXXXXXX $11,460.09
7001610 A1 XXXXX XXXXX XXXXXXX $25,556.90
7001626 A1 XXXXXX X XXXXXXXXXX $80,390.99
7001643 A1 XXXXXX X XXXXXX $32,327.58
7001665 A1 LAWYER XXXXXXX $35,000.00
7001675 A1 XXXXX X XXXXXXX $19,772.28
7001678 A1 XXXXXXX XXX XXXXX $31,627.29
7001778 A1 XXXXXXX XXXXXX XXXXXXX $35,723.75
7001793 A1 XXXXXX XXXXX $1,474.74
7001816 A1 XXXXXXX XXXXX $35,000.00
7001836 A1 XXXXX X XXXXXXX $32,239.13
7001844 A1 LAYTHERIA XXXXXXX $43,894.28
7001888 A1 XXXXXX XXXX JR $37,089.77
7001895 A1 XXXXXX X XXXXXXX $15,875.30
7001896 A1 XXXXXX X XXXXXXXX $16,614.37
7001904 A1 XXXXX X XXXXXXXXX $21,254.10
7001965 A1 XXXXXXX X XXXXXXXXXX XX $30,474.81
7001991 A1 XXXXXX XXXXXX $37,398.59
7002016 A1 XXXXXXX XXXX $40,384.73
7002061 A1 XXXX XXXXXX XXXXXXX $19,256.00
7002068 A1 XXXXX X XXXX $33,583.31
7002070 A1 XXXXXXXXX X XXXXXXXX $37,590.53
7002096 A1 XXXXX X XXXX $41,551.39
7002152 A1 XXX XXXXX XXXXX $35,267.11
7002163 A1 XXXXX XXXX $30,684.47
7002186 A1 XXXXXX XXXXX HAMBURG $33,257.98
8000512 A1 XXXXXXXXX X XXXXXX $56,817.24
8001440 A1 XXXXXXX X XXXXX XX $48,467.65
8001617 A1 XXXXX XXXXXXX $9,792.45
8002157 A1 XXXXXXX XXXXXXXX $50,624.06
8002330 A1 XXXXXXXX X XXXXXX $45,190.80
8002480 A1 XXXXXX XXXXX $4,567.77
8002629 A1 XXXXXXX XXXXXXX X'XXXXX $27,754.13
8002815 A1 XXXXXXX XXXXXXXX $7,332.32
8002839 A1 XXXXX X XXXXXX $22,400.27
8003022 A1 XXXXXXX XXXXXX XXXXXX $62,699.19
8003032 A1 XXXXXXX X XXXXXXX $60,747.77
8003033 A1 XXXXXXX X XXXXXXX $10,478.52
8003034 A1 XXXXXXX XXXXXXX $91,635.12
8003152 A1 XXXXXX X XXXXXX $52,981.33
8003172 A1 XXXX XXXXXXXXX XXXXX $8,685.61
8003187 A1 XXXXXXXX X XXXXXX $34,538.59
8003200 A1 XXXXX X XXX $14,688.13
8003315 A1 XXXXXXX X XXXXXXXXX $154,517.79
8003502 A1 XXXX XXXXXX $52,314.36
8003681 A1 XXXX XXXXXXX $48,247.67
8003750 A1 XXXX X XXXXX XX $44,343.38
8003795 A1 XXXXXX X XXXXXX $62,294.45
8003796 A1 XXXXXX X XXXXXX $14,693.24
8003853 A1 XXXX XXXXXXX $32,093.63
8003900 A1 XXXXX CUTTING $49,600.00
8003998 A1 XXXXX X XXXXXXX XX $49,200.00
8004006 A1 XXXXXX XXXXXXXXXX $63,946.43
8004046 A1 XXX XXXXXXXX XX $45,231.68
8004080 A1 XXXXXX X XXXXXXXX $29,994.85
8005014 A1 XXXXX XXXXX $37,487.09
8005017 A1 XXXXXX X XXXXXX $52,050.49
8005026 A1 XXXXXX XXXXXXXX $56,683.17
8005045 A1 XXXXXXX XXXX $71,551.85
8005049 A1 XXXXXXX X XXXX $55,727.73
8005052 A1 XXXXX X XXXXX $64,941.07
8005053 A1 XXXXX X XXXXX $14,793.45
8005054 A1 XXXXXX X XXXXXXXX $68,538.39
9001296 A1 XXXXXXX X XXXXXX $35,623.10
9001299 A1 XXXXXXXX XXXXXXXX $4,931.67
9001377 A1 XXXXX X XXXXXX $21,809.43
9001382 A1 XXXXX XXX XXXXXXXX $38,516.09
9001389 A1 XXXXX XXXX $42,755.80
12000245 A1 XXXXX X XXXXXXXX $23,292.42
12000464 A1 XXXXXXX X XXXXX $35,901.54
13000500 A1 XXXXXX X XXXXX $11,888.77
13000515 A1 XXXXXXX X XXXXXXX $12,075.41
13000521 A1 XXXXXX X XXXXXXX $5,180.68
14000124 A1 XXXXXXXX XXXXXXXX $6,077.22
14000247 A1 XXXXXXX X XXXXXXXXX $7,873.22
14000259 A1 XXXX XXXXXXX $14,793.22
15000577 A1 XXXXX X XXXXX $15,628.02
15000595 A1 XXXXX X XXXXXXXX $14,026.89
15000629 A1 XXXXXX X XXXXXXXX $10,298.76
15000673 A1 XXXX XXXXXX $10,684.02
15000705 A1 XXXXXX XXXXXXX $27,763.87
15000709 A1 XXXXXXX X XXXXXXXX $38,865.84
15000730 A1 XXXXX XXXXXX $43,962.86
21000453 A1 XXXXXX XXXXXXXX $26,555.23
21001799 A1 XXXXXX XXXX XXXXXX $23,059.49
21001884 A1 XXXXXXX X XXXXXXXXXX $13,256.22
21002510 A1 XXXXXX XXXXX $35,529.20
21002588 A1 XXXXX X XXX $17,660.39
21002761 A1 XXXXX XXXXXX III $34,967.37
21003241 A1 XXXX X XXXXXX $38,365.22
21003327 X0 XXXX XXXXXXXXXXX $19,538.75
21003421 A1 XXXX X XXXXXXXX $36,659.81
21003438 A1 XXXXX XXXXX XXXXXX $36,168.10
21003446 A1 XXXXX X XXXXXXXXX $23,510.03
21003496 A1 XXXX XXXXX XXXXXX $24,622.35
21003701 A1 XXXXXX X XXXXXX $27,596.57
21003895 A1 XXXXXXX X XXXX $38,041.63
21003913 A1 XXXXXX X XXXXXXX XX $33,298.14
21003924 A1 XXXXX X XXXXX $18,741.67
21003932 A1 XXXXXX XXXXX III $29,853.19
21004022 A1 XXXXXX X XXXXXX $35,303.48
21004373 A1 XXXXXXX X XXXX $15,375.56
21004741 A1 XXXXXX X XXXX $42,993.79
21004921 A1 XXXX XXXXX $39,522.00
21004962 A1 XXXXXX X XXXXXXXXX $28,964.68
21005032 A1 XXXX XXXX $17,498.89
21005039 A1 XXXXXXXX X XXXXXXX $30,431.56
21005058 A1 XXXXXX XXXXXXXX $23,209.40
21005062 A1 XXXXXXXX X X XXXXXXXXX $41,742.21
21005064 A1 XXXXXX XXXXXXXX JR $23,438.10
21005065 A1 XXXXX XXXXX XXXXX $37,551.50
21005066 A1 XXXXX XXXX XXXXXXX XXXXXXXX $23,520.76
22000706 A1 XXXXXX XXX XXXXX $16,102.44
22000959 A1 XXXXXXX XXXXXXX $23,680.16
22002503 A1 XXXXXXX X XXXXX XX $17,035.17
22002602 A1 XXXXXXX XXXXXXX $23,622.29
22002720 A1 XXXXXXX X XXXXXXXX $13,241.56
22002735 A1 XXXXXX XXXXXXXX $16,639.29
22002847 A1 XXXXXXX X XXXXXX $30,859.30
22003415 A1 XXXXXX X XXXXXX $19,648.26
22003457 A1 XXXXXXX X XXXXX $33,417.04
22003472 A1 XXXX XXXXXX XXXXXX $14,400.43
22003526 A1 XXXXXX X XXXX $32,465.80
22003540 A1 XXXXX X XXXXXXXXXX $34,247.56
22003582 A1 XXXXXX X XXXXXXXX $39,324.81
22003619 A1 XXXXX X XXXXXXXXXX $24,443.36
22003696 A1 TRAY XXXXXX $42,293.74
22003750 A1 XXXXXXXXX X XXXXXXX $39,440.64
22003759 A1 XXXXXXX XXXXX $12,311.67
22003767 A1 XXXXXXXX X XXXXXXXXXXXX $35,552.83
22003769 A1 XXXXXXX XXXXXX $23,491.90
22003778 A1 XXXXXX XXXXXXX $15,284.57
22003784 A1 XXXXX X XXXXXXXXX $32,616.68
22003812 A1 XXXXXX X XXXX $23,783.83
22003828 A1 XXXXX X XXXXXX $27,866.11
22003840 A1 XXXXXXX XXXXXXX $11,640.04
22003963 A1 XXXXXXX X XXXXXXXX $24,550.72
22003995 A1 XXXXXX XXXXX XXXXXX $40,921.48
22004139 A1 JUNIOR XXXXX XXXX $24,181.58
22004174 A1 XXXX T MOUNT $27,381.20
22004202 A1 XXXXXXX X XXXXXXX $90,083.99
23000023 A1 XXXXXXX X XXXXXX $98,009.81
23000066 A1 XXXXXXX X XXXX $16,322.34
23000169 A1 XXXX XXXXXX XXXXXX $39,004.71
23000226 A1 XXXXXX X XXXXXX $38,644.60
23000345 A1 XXXX X XXXXXXX $15,896.64
23000424 A1 XXXXX X XXXXX $48,656.87
23000466 A1 XXXXXX XXXX JONAS $31,909.19
23000952 A1 XXX X XXXXXX $16,060.78
23001183 A1 XXXXXX X XXXXXX $39,355.75
23001301 A1 XXXX X XXXXXX $21,008.08
40009041 A1 XXXXXXX X XXXXXXXXX $12,678.07
50039411 A1 XXXX XXXXXXX BAYES $11,118.87
50040241 A1 XXXX XXXXXXX $6,418.53
50041541 A1 XXXXXXX X XXXXXXXX $12,109.87
50043081 A1 XXXXX XXXXXX $10,366.06
50045081 A1 XXXXXX XXXXXX $33,508.63
50047461 A1 XXXXXX X XXXXX $7,249.60
50050181 A1 XXXXXX XXXXXX $13,578.30
50051601 A1 XXXXXXX XXXXXX XXXXX $9,221.36
50062211 A1 XXXXXXX X XXXXXXX $10,003.75
50066721 A1 XXXXXXXX X XXXXXX XX $8,605.93
50074261 A1 XXXXXX X'XXXXXXX $11,342.28
50076771 A1 XXXXXXX X XXXXX $23,174.42
50096801 A1 XXXXXX X XXXXXXXX $16,772.15
60001291 A1 XXXXXXX XXXX $5,023.58
90012601 A1 XXXXXX XXXXXX $30,634.44
95000101 A1 XXXX XXXXXXXXXX XXXXXX $26,106.65
95000118 A1 XXXXXXX XXXXXXXX XXXXXXXX $40,219.51
95003000 A1 XXXX X XXXXXXXXX $24,448.04
95003012 A1 XXXXX X XXXXXXXX $36,800.36
95003337 A1 XXXXX X XXXXXX $31,805.19
95003396 A1 XXXXXXX X XXXXX $33,084.49
95003402 A1 XXXXXXX XXXXX $39,544.50
95003406 A1 XXXXXX XXXXXX XXXXXX $23,920.20
95003414 A1 XXXX X XXXXX $38,165.11
95003416 A1 XXXXXXX X XXXX $36,560.73
95003431 A1 XXX XXXXXX $41,750.54
95003456 A1 HILTON W XXXXXXXXX $35,647.62
95003457 A1 HILTON W XXXXXXXXX $13,784.74
95003464 A1 XXXXXXX LINEN XXXXXX $29,504.66
95003468 A1 XXXXXXX X XXXX $37,700.07
95003482 A1 XXXXXXX XXXXX $10,614.13
210004681 A1 XXXXX XXXX XXXXXXXXX $8,468.47
210006371 A1 XXXXX XXXXXXX $10,536.54
210006421 A1 XXXXXXX X XXXXXXXX $31,463.22
210029061 A1 XXXXXX X XXXXXX $24,753.77
220026631 A1 XXXXXXX X XXXX $12,548.61
220027971 A1 XXXXX XXXXXX $13,066.34
220031921 A1 XXXXXXX X XXXXXXXX $15,483.22
230008331 A1 XXXXXXX X XXXXXXX $11,034.97
230008651 A1 XXXXX X XXXXX $5,105.38
1190014265 A1 XXXXXXX X XXXXXX $31,114.82
0000000000 A1 XXXXXX X XXXXXXX $21,903.38
2000918190 A1 XXXXXX XXXXX XXXXXXX $33,278.97
2000928549 A1 XXXXX X XXXXXX $9,866.87
2000929798 A1 XXXXXXX XXXXX $24,443.88
2000930087 A1 XXXXX XXXX XXXXXXX $9,736.68
2000930468 A1 XXXXX XXXXX XXXXX $10,082.45
2000931302 A1 XXXXX XXXXX XXXXXXXXX $12,225.72
2000932142 A1 XXXXXXXXX X XXXXXXXXXXX $11,423.61
2000932887 A1 XXXXXXXXX X XXXXXXX $10,119.69
2000934204 A1 XXXXXXX X XXXXX $14,045.73
2000936720 A1 XXXX X XXXXXXX $8,793.20
2000936728 A1 XXXXX X XXXXXXXX XX $14,819.62
2000936892 A1 XXXXX X XXXX XX $12,327.36
2000938050 A1 XXXXXX XXXXXX $19,746.97
0000000000 A1 XXXXX X XXXXX $12,042.93
2000939114 A1 XXXXX X XXXXXX $20,413.85
2000940176 A1 XXXXX X XXXXXXX $14,828.28
2000940395 A1 XXXXXXX X XXXXXX $7,996.08
2000945188 A1 XXXXX X XXXXX $22,092.56
2000947504 A1 XXXXXX XXXX XXXXXXXXXX $20,474.27
2090019430 A1 XXXXXXX XXXXXXXX $30,265.77
2100048911 A1 XXXXX XXXXXX $9,238.65
2100917449 A1 XXXX XXXXXX $9,986.38
2100918818 A1 XXXX XXX XXXXXXX $40,436.69
2100924278 A1 XXXXXX XXXXXX $24,726.57
0000000000 A1 XXXXXX X XXXXXXXXXX $9,126.61
0000000000 A1 XXXXXXX XXXXXX-XXXX $20,013.80
2100931898 A1 XXXXXXX X XXXXXXX $8,235.14
2100932370 A1 XXXX XXXX XXXXX $36,934.95
2100938653 A1 XXXXX XXXXXXXXX XXXXX $10,527.51
2100940287 A1 XXXXXX X XXXXXX $17,463.01
2100944824 A1 XXXXXXXX XXXXXXX $33,131.07
2100947269 A1 XXXXX X XXXX XX $40,360.03
2100947918 A1 XXXX X XXXXXX $39,401.70
2190020172 A1 XXXXXXX X XXXXXX XX $36,792.71
2190022138 A1 XXXXXXX XXXXXXX XXXXX $19,709.36
2190022908 A1 XXXXXX XXXXXX $28,270.08
2190023482 A1 XXXXXX XXXXXXXXX $37,655.77
2190023878 A1 XXXXXXXX XXXXX $41,828.78
2190023993 A1 XXXXX XXXXXX $20,575.86
2190025427 A1 XXXX X XXXXXXXX $20,668.14
2190030627 A1 XXXXXXX XXXXX XXXXXXXX $15,190.08
0000000000 A1 XXXXX X XXXXXX $34,155.11
2190032049 A1 XXXXXX X XXXXXX $9,428.68
2190033088 A1 XXXXXXX XXXXXX MISER $31,459.19
2190033122 A1 XXXXX XXXXXXXX XXXXXXXX $25,468.27
0000000000 A1 XXXXXX X.XXXXXXXXXXXXXX $241,191.11
2200915126 A1 XXXXXXX XXXXXXX XXXXXXXXXX $41,531.50
2200917295 A1 XXXXXX X XXXXXX $18,816.04
2200918899 A1 XXXXX XXXXXX XXXXXXXX $30,280.78
2200921915 A1 XXXXX X XXXX $17,763.43
0000000000 A1 XXXXXXX X XXXXXXXX $9,530.53
2200927298 A1 XXXXX X XXXXXX $9,874.09
2200928749 A1 XXXX X XXXXXXX $27,664.35
2200929715 A1 XXXXXXXX XXXXXXXX $21,693.12
2200935074 A1 XXXXXX X XXXXX XX $10,856.66
2200935864 A1 XXXXXXX X XXXXXXX $10,455.17
0000000000 A1 XXXXX XXXXXXX $20,537.75
2200943334 A1 XXXXXXX XXXXX XXXXXXX $17,013.11
0000000000 A1 XXXXXX X XXXXX XX $12,554.05
2200951320 A1 XXXXXXXX XXXXXXX XXXXXX $40,926.35
2200953020 A1 XXXXXX XXXX $29,936.89
2200953565 A1 XXXXXXX XXXXXXXXX ROME XXXXXX $34,908.33
2200953576 A1 XXXXXX X XXXXXXXX $19,234.17
2200953896 A1 XXXXX BIGGER $38,129.70
0000000000 A1 XXXXXX X XXXXXX $8,070.62
2200955394 A1 XXXXXX X XXXX $27,689.53
0000000000 A1 XXXXX X XXXXXX $14,793.82
2200957762 A1 XXXX X XXXXXXXXXXX $12,775.18
2200958507 A1 XXXXX X XXXXX $15,386.45
2200959951 A1 XXXXXX XXXXXX $35,196.68
2200960331 A1 XXXXXX XXXXXX $42,456.69
2200960398 A1 XXXXXXXX X XXXXXX $17,129.13
2200961553 A1 XXXX X XXXXXXXXX $26,316.22
2200963709 A1 XXXXXXXX XXXXXXX $35,864.99
2200970232 A1 XXXXXX J LIGHT $14,073.09
2200970872 A1 XXXX XXXXXX $6,222.08
2200971268 A1 XXXX X XXXXX $35,986.38
0000000000 A1 XXXXX XXXXX XXXXXXX $204,000.00
2200972656 A1 XXXXXXX X XXXXXXX $29,432.08
2200973350 A1 XXXXXX X XXXXX $41,494.84
0000000000 A1 XXXXXX XXXXXXXXXXX $38,856.24
2200974757 A1 XXXXXX XXXXXX $43,572.37
2200975191 A1 XXXXXX X XXXXXXXX XX $64,077.29
2200975400 A1 XXXXX X XXXXXX $42,846.18
2200975403 A1 XXXX XXXXX MANEY JR $27,485.03
0000000000 A1 XXXXX X XXXX $43,905.37
2200975927 A1 XXXXXX X XXXXXX $38,854.35
2200978715 A1 XXXXX X XXXXXXXX $40,800.00
2200979532 A1 XXXXXX XXXXX XXXXXXXX $38,800.00
2290009890 A1 XXXXX XXXXXX $12,252.69
2290015142 A1 XXX X XXXXX $447,294.91
2290019481 A1 XXXXX X XXXXXXXXX $36,908.29
2290020732 A1 XXXXX XXXXXX XXXXX $34,526.36
2290020787 A1 XXXXXX X XXXXXXX $26,201.28
2290029466 A1 XXXXXX X XXXXXX $38,678.22
2290030828 A1 XXXX X XXXXXXX $22,912.84
2290034812 A1 XXXXX X XXXXXXXXX $25,691.91
2290035453 A1 XXXXX XXXXX $33,749.06
2290040520 A1 XXXXXXX XXXXX $9,476.98
0000000000 A1 XXXXXXX X XXXXXXX $25,262.67
2300935750 A1 XXX XXXXXXX $19,662.43
2300939109 A1 H XXXXXXX XXXXXX $53,641.94
2300941082 A1 XXXXXXX X XXXXXXXXXX $6,934.23
5100900843 A1 XXXXX XXXXXX $40,982.08
5100906647 A1 XXXXX XXXXXXXXX $15,716.73
5100906950 A1 XXXXX XXXXXX XX $40,009.89
5100912573 A1 XXXXXX XXXXXX $28,196.82
5100914193 A1 XXXXXX FALLS $27,352.99
5100915272 A1 XXXXXXX X XXXXXX $38,083.26
5100918693 A1 XXXXX XXXXXXX $37,393.97
5100918717 A1 XXXXXX X XXXXXX $20,799.51
5100922219 A1 FELIX PAGAN JR $22,401.00
5100922284 A1 KERRIE C THOMPSON $59,281.18
5100923644 A1 JOHN A COLE $14,425.08
5100924274 A1 MIQUEL A VILLARREAL $11,971.43
5100925014 A1 DEBRA REAVIS ROBINSON $16,401.14
5100925244 A1 NICHOLAS E CORBIN $40,247.81
5100925742 A1 JOEL DAVID WOODLE $43,468.24
5100925931 A1 ROBIN JACOBS $10,158.06
5100926329 A1 GEORGE E RIDDICK JR $16,174.12
5100927507 A1 RICKY ALVIN ANNAS $21,345.92
5100928171 A1 JUDITH J MONROE $20,946.03
5100928405 A1 ASHLEY BERNARD CANADY $11,095.04
5100928497 A1 CARL D MOORE $20,501.41
5100928875 A1 RICHARD ARTHUR KELLY $29,378.35
5100930542 A1 THERESA HARWARD $27,565.79
5100932005 A1 WALLACE BROWNLEE $40,822.52
5100932710 A1 FRENCH KEN MIXON $39,826.20
5100932996 A1 CAROLYN E CHAVIS $25,688.54
5100934618 A1 RONALD RASNAKE $6,804.92
5100934731 A1 LINDA H LANG $39,586.04
5100935460 A1 FREDDY L CAPE $36,173.74
5100935542 A1 RANDY PRIDEMORE $23,712.48
5100935544 A1 TOMMY W HOLDER $21,053.01
5100935647 A1 JOYCE ELDER $19,509.12
5100936594 A1 LENORA GILYARD $40,667.60
5100937777 A1 JOSEPH E WILLIAMS $13,771.12
5100938803 A1 JAMES E TRENT SR $19,053.44
5100939615 A1 DONALD R WINSTON $18,370.52
5100939649 A1 HIRAM BERNARD $15,808.27
5100939811 A1 ALLEN JENNINGS JR $40,678.20
5100940068 A1 DAVID ROBINSON JR $18,558.57
5100940183 A1 THOMAS G HEATH $26,682.83
5100941281 A1 SCOTT SOX $17,847.74
5100941392 A1 CLIFFORD T CORLEY $36,700.85
5100942746 A1 SILAS B DODSON $43,103.42
5100943362 A1 WILLIE JAMES JONES $41,268.17
5100943470 A1 WILLIE JAMES JONES $10,293.79
5100943878 A1 GUS E KALMAR $14,718.13
5100946532 A1 JACKIE E BROOME $18,011.64
5100947384 A1 RICHARD FOWLER $35,888.73
5100948307 A1 PATRICIA DURHAM $18,810.60
5100952581 A1 DOROTHY B BECKER $15,702.79
5100953048 A1 RABRON L WIGGINS JR $10,940.69
5100954427 A1 STACY S COX $8,793.28
5100957282 A1 WILLIE MOBLEY $18,193.98
5100958305 A1 SHERYL J MORTON $25,529.40
5100958654 A1 CHRISTOPHER J CORREIA $10,909.62
5100958739 A1 MICHAEL J O'LEARY $22,766.93
5100960051 A1 RODGER LEE $43,964.02
5100960368 A1 CYNTHIA E WAGONER $18,872.18
5100960583 A1 MARCUS T ROBINSON $22,899.92
5100960677 A1 CYNTHIA LYNN ROGERS $20,673.03
5100962919 A1 LOUISE WRIGHT OLIVER $8,942.31
5100965234 A1 WILLIE R BAILEY $30,342.11
5100966181 A1 MICHAEL M MATTHEWS $27,919.68
5100967373 A1 RYAN D MONTI $18,945.51
5100967678 A1 HAROLD ANDERSON $37,482.09
5100967908 A1 RALPH J EFIRD JR $35,859.61
5100968585 A1 MELVIN WARREN $43,975.46
5100968885 A1 CARLOS CANO III $29,810.29
5100970341 A1 MARTHA ANN CREWS $23,702.78
5100970595 A1 RANDY CHARLES SHEPPARD $37,769.81
5100971483 A1 IVORIS BOSTICK $43,985.59
5100971874 A1 JAMES EDWARD CAUBLE $39,978.10
5100972709 A1 HERSCHEL BRUCE BAGLEY $43,481.36
5100972752 A1 WILLIAM E FLOYD $39,956.03
5100975810 A1 JIMMY GRAY COALSON $38,985.53
5100976385 A1 FRANK M DEMICK $377,204.35
5100976777 A1 WILLIAM R CURETON $26,954.28
5100977417 A1 DIANE W ORCUTT $41,979.29
5190001621 A1 TIMOTHY W BAILEY $274,201.38
5190001760 A1 ROSLYN G BELLAMY $38,822.12
5190002243 A1 MARY E LEE FLOWERS $36,908.19
5190002583 A1 LUCINDA HOWELL $36,918.87
5190002593 A1 MARY LOU HANNA $37,634.12
5190003274 A1 BEVERLY A JOHNSON $35,990.76
5190003849 A1 HORACE KENNEDY $30,521.73
5190004232 A1 CHARLES S ELLIS $35,781.09
5190004586 A1 JENNIFER A BLACK $43,888.70
5190005531 A1 YVONNE K MOORE $20,461.85
5190005560 A1 EDGAR N FOSTER SR $30,931.14
5190006906 A1 SHIRLEY A ROBINSON $33,806.09
5190007238 A1 ANDREW DORCH $19,159.14
5190008811 A1 BRENDA SANDERS $38,301.90
5190015747 A1 POINVENTA BOYD $38,031.84
5190017426 A1 BARBARA H LEGG $34,861.11
5190017501 A1 ENOCH C PARTON $42,678.10
5190017741 A1 PATRICIA ANN ANDERSON $37,703.92
5190019270 A1 SANDY MYERS $43,876.16
5190020145 A1 ETHEL SMALL $35,211.22
5190020654 A1 ELVEE MOORE $10,630.74
5190023198 A1 SUSAN L BELL $43,954.70
5190025177 A1 ROBERT J PICKETT $9,891.72
5190029684 A1 BRENDA D CARSON $32,861.58
5190031604 A1 THOMAS SMITH $35,405.29
5190031693 A1 CORA SOWELL $35,363.20
5190038750 A1 VERTRELL GRIFFIN $9,928.67
5200904300 A1 MICHAEL HURT $18,057.73
5200913245 A1 CHUCK HARRIS $12,554.34
5200914427 A1 DEBRA YOUNG $15,893.87
5200921573 A1 JAMES HARROLD DAVIS $17,981.96
5200922184 A1 ELIZABETH B CUNNINGHAM $20,623.87
5200922496 A1 JANIE T BYERS $16,787.18
5200925391 A1 BRENDA WHALEY $13,017.98
5200928510 A1 JOHN CLAYTON KENNEDY $10,769.09
5200930720 A1 DENNIS SMITH JR $38,675.38
5200935287 A1 JOHN MONEA $24,590.84
5200940192 A1 BURTON L ARNOLD $11,611.80
5200941775 A1 CYRUS KIRKLAND $31,430.45
5200944243 A1 BARBARA BANKS $13,044.80
5200946904 A1 PATRICIA D LEWIS $22,649.64
5200947025 A1 WILLIE MAE CARD BURNETTE $28,390.51
5200948078 A1 JAMES W BOND $18,852.67
5200950545 A1 EARNEST RAMSEY $37,715.28
5200951989 A1 RHONDA CLARK JAMES $14,079.87
5200952728 A1 ELVIRA LOWMAN $12,295.09
5200952729 A1 ALI EMRE BASAL $271,162.18
5200954648 A1 ANNA BELL $33,553.88
5200955571 A1 STACY O COOK $11,501.88
5200969232 A1 PATRICIA ANN GRACIANETTE $21,728.52
5200969318 A1 CHERYLE D HARRISON $18,355.25
5200972835 A1 BIRDIA BAKER $32,779.60
5200973363 A1 ELIZABETH KNIGHT $43,156.12
5200974624 A1 LARRY LOWE $23,152.17
5200976729 A1 WAYNE J MCCANTS $199,670.61
5200978192 A1 WAYNE J MCCANTS $35,188.84
5290008144 A1 MARK POOLE $10,459.68
5300914426 A1 EDNA PEARL HAYES $8,876.04
5300940960 A1 LARRY W HATCH $10,689.72
5300955930 A1 CHRIS WHITSON $15,153.44
5300968963 A1 RUMPA SUWANNETR $11,036.25
5400929099 A1 WENDY MURRAY $10,237.01
5490005144 A1 BRYAN K WOODRING $25,415.81
5500926945 A1 RUSSELL A INMAN $33,461.34
5500933564 A1 JEFFREY COLE $14,410.82
5500972300 A1 THOMAS E BOOKHOUT $22,443.13
5500973286 A1 JAMES M RANSOM $18,645.61
5500979202 A1 JOSEPH G SUTULOVICH JR $20,994.30
5600929535 A1 BRENDA DENISE JONES $8,481.51
5600945382 A1 NAOMI HUDLEY $14,830.14
5600945520 A1 LISA M HILL $20,486.72
5600950034 A1 EVANGELINE LINDBERG $14,863.68
5600953300 A1 JAMES MOSBY JR $219,551.77
5600979530 A1 JOYCE LEHEW $33,587.35
5700910530 A1 EDWARD MINTER $19,381.37
5700923481 A1 MICHAEL GALLIGAN $27,784.97
5700936586 A1 KEVIN AGUILAR $23,755.00
5700952095 A1 RODNEY D POTTER $17,363.89
$20,351,882.24
2258 A2 ULYSSES DUCKETT $94,224.25
2562 A2 RACHEL J BURR $14,406.87
21031 A2 WADE YATES $135,114.70
60358 A2 KEVIN B JONES $65,903.63
60389 A2 JAMES T GRAHAM $122,678.98
60770 A2 BERNHARD H SCHNEIDER $103,143.85
60828 A2 JOEY A ZGLINCKI $99,254.53
60884 A2 JAMES L DAWKINS $138,229.13
61184 A2 ARMOND A TURNER $88,885.63
61201 A2 CALVIN JOHNSON JR $51,402.04
61373 A2 MARK BROWN $51,859.07
61456 A2 JOYCE BURNS $46,863.28
61508 A2 TRI COUNTY PREGNANCY CTR. INC $50,070.88
61781 A2 JOYCE W BLOODWORTH $53,427.91
61821 A2 WILLIAM RICHARD HORNE $59,440.64
61991 A2 ROGER L PHILLIPS $186,911.38
62159 A2 JANET C GIBSON $75,304.49
62251 A2 CHARLES H WILLIAMS $58,751.08
62287 A2 JAMES L BROWN SR(ESTOF) $42,959.78
62360 A2 JAMES A KELLETT $99,474.04
62382 A2 DANIEL W COOKE $50,710.68
62391 A2 SCHKHANN MITCHELL $54,344.20
62414 A2 JEREMIAH FRANKLIN $65,062.19
62444 A2 RONALD P HERRING $94,618.06
62551 A2 LEVIE MORANT(EST OF) $52,562.89
62563 A2 JOHN E BLANCHARD $43,868.38
62572 A2 JAMES MORTON $66,418.77
62595 A2 SANDRA P FOSTER-GILLIS $75,814.62
62606 A2 ELLEN W REID $76,055.57
62645 A2 CYNTHIA B HODGE $93,989.83
62660 A2 ROOSEVELT R RICE $62,892.01
62750 A2 RENEE H TINSLEY $75,471.06
62843 A2 JAMES F STREETMAN $41,654.55
62971 A2 LAWTON P ROGERS $48,664.88
62973 A2 JAMES F ANDERSON $147,040.91
63000 A2 ELSIE S JONES $86,611.60
63086 A2 SYLVESTER WEST $84,517.21
63089 A2 JEFF HENRY JR $88,613.28
63100 A2 JOHN B WANNAMAKER $60,785.42
63172 A2 SAMARA M SCOTT $51,075.26
63175 A2 THOMAS COLEMAN $92,665.06
63177 A2 JAMES CLARK $57,008.54
63249 A2 LEO SMITH JR $64,069.25
63267 A2 GARY W OWENS $65,700.16
63384 A2 LIONEL M THOMAS $47,020.00
63401 A2 RAYMOND R DOWNING $56,393.50
63478 A2 DANNY FORE $49,780.28
63529 A2 BERRY C MORGAN $57,838.04
63600 A2 STEVEN R KLEIN $123,042.32
63605 A2 CLIFTON M OUZTS $53,129.85
63629 A2 TED WILLIAMS $43,455.89
63641 A2 STEVEN R KLEIN $53,056.15
63667 A2 KENNY BLAKENEY $70,948.37
63716 A2 ROOSEVELT DOWNS $71,317.32
63720 A2 DOROTHY LUCILLE KING $53,528.51
63723 A2 MARION DRUMMOND $139,106.41
63754 A2 JOSEPH RICHARDSON $34,021.66
63759 A2 MARTHA ANN GRANT $56,292.30
63775 A2 EARNESTINE ROSS $42,427.31
63826 A2 THOMAS D BROADWATER $106,604.06
63833 A2 RANDALL J HARRIS $42,868.55
63857 A2 DEBRA M MICKENS $63,422.79
63866 A2 GEORGE H JONES JR $54,322.80
63908 A2 JODY F COX $57,911.41
63946 A2 JEFFREY CURENTON $66,974.67
64014 A2 JAMES HOOD JR $49,439.81
64040 A2 CARL GEORGE SMITH JR $44,143.78
64080 A2 NICOLE O RODRIGUEZ $81,225.22
64089 A2 KEELA C JAMISON $51,543.64
64131 A2 W J WATFORD $57,155.04
64208 A2 JUSTIN W THARP $78,712.10
64209 A2 RAYNETTA B CHAVIS $46,153.50
64256 A2 GARVIN H SLOAN $48,272.31
64257 A2 ELIJAH HANNIBAL $43,480.34
64275 A2 LARRY M GILREATH $49,581.23
64349 A2 WALLACE BERRY $43,478.81
64354 A2 DOROTHY LOUISE SCOTT $60,482.72
64379 A2 MARY ELLEN GOODWIN $89,890.30
64389 A2 REGINALD BROWN $55,744.09
64399 A2 LESTER FLOWERS $51,577.89
64417 A2 LEO S GALLANT $65,026.81
64421 A2 JAMES M MORRIS $51,113.14
64429 A2 FRANK LEE GREEN $46,143.89
64438 A2 ALBERT JACKSON $59,969.97
64444 A2 CARL W HUTCHINS $43,028.65
64496 A2 ROBERT L THOMPSON JR $44,098.65
64546 A2 ROBERT E HEMINGWAY $54,576.86
64646 A2 JEFFERSON T ISAAC $47,720.81
64683 A2 ZEB B STARNES JR $46,819.82
64699 A2 ETHEL RICH BURNS $49,412.19
64799 A2 CURTIS SIDNEY SMITH JR $52,026.17
64811 A2 FRED C ROLLER IV $92,257.17
64942 A2 HANNA SNOW $51,119.31
64960 A2 ESSIE MAE KINSLER $52,168.27
65005 A2 EDWARD D BULLARD $135,875.77
65011 A2 MILDRED A MONROE $47,913.27
65019 A2 GREGORY C ATKINS $82,873.55
65053 A2 ROOSEVELT STARK SR $47,854.72
65066 A2 KENNETH WAYNE TRIBBLE $43,706.70
65135 A2 BOBBY HENLEY $87,669.98
65183 A2 MARY LEVINE $53,273.30
65248 A2 CLYDE WILLIAM JENNINGS $83,685.64
65353 A2 MICHAEL BLACKWELL $80,666.79
65395 A2 BARRY N SCOTT $65,741.00
65560 A2 LARRY P REID $51,371.14
65589 A2 GREGORY WILSON SR $108,375.44
65592 A2 GERALD GREEN $206,250.00
65607 A2 ERNEST R WASHINGTON $93,125.42
65712 A2 LOUIS SCOTT UTTER $59,499.31
65737 A2 EDWIN L GARDNER JR $108,722.16
65767 A2 LEROY F STEWART $70,230.07
65937 A2 ELLA MAE GILLIAN $56,867.37
65939 A2 BARBARA AMAKER $53,817.50
65947 A2 BILLY R COLLINS $57,707.26
65949 A2 TERESA A CANZATER $45,600.00
65951 A2 THOMAS K ALTMAN $44,730.75
65954 A2 RUDOLPH F MARSHALL $55,205.11
65972 A2 BELISTA DIXON $51,274.78
65977 A2 EDWARD W BAGWELL $49,541.89
65980 A2 GYPSIE L MURDAUGH $61,623.44
65989 A2 CARL BARNES $50,994.23
65991 A2 SAMUEL L SCOTT $57,199.94
65997 A2 JEROME THOMAS $48,774.66
66001 A2 TERRY G CHESTER $55,121.55
66007 A2 IVAN J HALL $64,700.35
66027 A2 SANDRA L ERICKSON $56,139.60
66038 A2 MELANIE O ATKINS $55,297.22
66050 A2 WILLIAM C SELF SR $46,363.34
66055 A2 BOBBY A CENTER $61,002.46
66057 A2 MICHAEL SHANE REINHARDT $61,404.27
66059 A2 RODNEY DAVIS $50,336.14
66061 A2 CHARLES E ROOF JR $99,902.85
66076 A2 TIMOTHY NIXON $45,624.41
66078 A2 ROBERT D HERRING $67,631.20
66082 A2 GERALDINE T ALLEN $47,964.90
66086 A2 BRYAN K BEELER $136,683.01
66092 A2 JAMES TODD $55,772.87
66104 A2 WILLIAM KEITH BODIE $45,311.19
66111 A2 GEORGE WILLIAM ESTES $47,490.62
66131 A2 AUGUSTINE BOEHM $60,614.25
66133 A2 DEBORAH ROXANNE LAIRD $61,600.00
66134 A2 ROBERT SHERIFF $46,923.19
66155 A2 JAMES COKLEY $48,629.76
66169 A2 MARY E GOODWIN $52,457.69
66176 A2 MARK LEPKOWSKI $50,817.75
66181 A2 DARREN J PRIDGEN $50,845.50
66195 A2 GRACE SMITH $47,967.81
66204 A2 GEORGE MILLER $46,148.89
66219 A2 LARRY MCCRAY $55,777.35
66222 A2 DARLENE HART $57,828.44
66224 A2 JEROME MCCUTCHEN $46,120.60
66234 A2 LEROY E COHEN $66,400.00
66249 A2 JAMES D HAYES $58,000.00
66251 A2 CAROL OLIVER $52,719.29
66259 A2 ANTHONY W FREEMAN $55,591.14
66265 A2 LARRY D WALLACE $59,777.04
66267 A2 WILLIAM R POWERS $51,044.90
66291 A2 THOMAS COLCLOUGH $43,783.79
66297 A2 JOEL M BRUCE $50,782.37
66306 A2 RAYMOND JENKINS $57,402.90
66308 A2 SHIRLEY S YOUNG $51,435.99
66329 A2 HALLIEQUE BRADFORD $46,793.93
66330 A2 GREGORY BELLAMY $59,047.69
66339 A2 JAMES W ABRAMS JR $46,507.43
66340 A2 TERESA ALFORD $74,132.80
66346 A2 CAROL MCKEOWN $50,040.37
1001837 A2 MATILDA TIGGS $124,590.14
1002103 A2 WILLARD R HONEYCUTT $53,331.16
1002138 A2 DONNIE ALAN GILLESPIE $47,326.33
1002436 A2 PETER MINKS $99,060.37
1002718 A2 REGINALD E ROGERS $48,152.84
1003462 A2 CARL DOUGLAS MABE $52,801.73
1003751 A2 TERRY M WRIGHT $44,390.60
1005771 A2 JOHN T HENSLEY $161,424.87
1006012 A2 ERNEST H STANFORD III $155,591.25
1006060 A2 MACCUS BARFIELD $53,919.62
1006077 A2 JOSEPH RAYMOND PARETI $78,768.00
1006127 A2 JOHN E SEABROOKS $49,657.69
1006139 A2 STEPHEN MALLOY $49,506.63
2000033 A2 THOMAS JOHNSON $47,322.93
4000288 A2 DAVID J LAMBERT $43,699.20
4001033 A2 JAY M HINE $114,898.49
4001095 A2 EMMAZELL ROBERTS $50,903.10
4001118 A2 EDWARD E BAGLEY JR $59,918.04
4001159 A2 STEPHANIE GIBSON $65,163.30
5006080 A2 DAVID H METZER $51,548.14
5006145 A2 STUART K VAUGHN $48,154.85
5006346 A2 JAMES SKINNER $51,803.17
5006567 A2 GREGORY DOLLINAR $48,508.04
5006794 A2 ROGER J DORKO $49,481.20
5007676 A2 JAMES E GORDON JR $63,463.55
5007708 A2 RODRIC J MYERS $50,212.85
5007991 A2 TIMOTHY J HENNING $64,709.65
5008113 A2 SOLOMON OLIVER CROMWELL $79,873.65
5008348 A2 SHARON S BUTLER $67,636.49
5008475 A2 REVA G THOMPSON $54,402.68
5008722 A2 DANIEL G JIMENEZ $48,342.44
5008766 A2 MICHAEL G EMBREY $48,048.63
5008791 A2 JOHN MICHAEL O'BRIEN $43,856.42
5008832 A2 SHERRY L STOUT $48,959.94
5008838 A2 TONY J PELLEGRINI $45,247.91
5008846 A2 ROBERT W CURTISS $52,333.38
5008915 A2 TERRY A THEIN $44,993.65
5010211 A2 STEVEN E POTTS $54,918.74
7000983 A2 MICHAEL ASHTON DOTSON $51,823.03
7001429 A2 WENDELL R HAYNES $60,167.93
7001469 A2 CYNTHIA POWELL $45,740.33
7001566 A2 NORVEL MCDONALD $49,276.20
7001804 A2 DANNY RAY GRIFFIN $60,690.45
7001826 A2 ELIZABETH LAFAYETTE $46,743.45
7001868 A2 STONEY GREG MULLINS $69,738.59
7001871 A2 GASPAR J RIVERA $55,931.98
7001881 A2 JOHN STEWART $57,316.20
7001893 A2 VICTOR H WILLIAMSON $100,295.87
7001925 A2 CHARLES K HENLE $49,845.38
7002000 A2 EDWARD K TREMBLE $166,177.60
7002008 A2 HARRY WEDUL $145,301.59
7002054 A2 GLORIA T HESTER JOHNSON $54,741.61
7002055 A2 ALFRED GRANT $46,011.33
7002112 A2 LAMONT D GODFREY JR $49,183.48
7002113 A2 JONNETTA C BENEDICT $52,968.87
7002148 A2 TERRY BRUCE WILBER $54,687.23
7002159 A2 PAUL J GRAYSON $54,819.68
7002183 A2 KATIE MAE ROGERS $52,772.71
7002194 A2 WILLIAM ZEBELIN MITCHELL $48,072.64
9001292 A2 ALAN W GIBLER $107,586.09
12000372 A2 STEPHANIE L GILCHRIST $44,135.36
12000410 A2 LESTER D MCDANIEL $69,694.93
12000465 A2 JOHNNY FAYE CAMPBELL $59,708.99
13000489 A2 JOEL C BRUN $49,610.58
14000233 A2 JEFFERY SCOTT YATES $51,653.02
14000274 A2 BILLIE J WATERS $44,918.10
14000278 A2 GRADY L KNIGHTON $56,616.07
15000257 A2 JAMES E BRADHAM $45,728.66
15000446 A2 THEODORE SCOTT SR $61,818.04
15000517 A2 JOHNNIE R LOGAN III $76,800.00
15000565 A2 JIMMY M SHAW $54,179.43
15000663 A2 JAMES R KIRVEN $52,913.46
15000682 A2 REGINALD WESTON $64,475.44
15000695 A2 CHARLES W HINSON $68,275.87
15000697 A2 JAMES G PEARSON $161,703.21
15000716 A2 MICHELLE M JACKSON $79,761.47
15000718 A2 ROSE M DAVIS $56,586.83
15000732 A2 ALTON GEDDINGS $50,757.21
15000734 A2 STEVE HORSTMANN $68,000.00
21000369 A2 ARTHUR S GREENE JR $49,936.13
21001756 A2 TIMOTHY A HAYEN $56,052.49
21001871 A2 JEFFREY A WILLIAMSON $53,024.43
21002236 A2 DANNY RAY BOYETTE $55,266.34
21002499 A2 EMORY D NEAL $52,951.23
21002673 A2 KEVIN G EDWARDS $46,048.86
21002901 A2 WAYNE G KAROL $48,563.21
21003194 A2 CHRISTOPHER TAYLOR REED $43,447.71
21003305 A2 LARRY L GOODALL $41,444.66
21003316 A2 SHARON M GRAY $50,271.78
21003411 A2 MICHAEL D WELCH $43,377.59
21003900 A2 JOHN KIDMAN $44,340.59
21004049 A2 REYNALDO SEQUERA $51,483.56
22000909 A2 HESIRI M FERNANDO $48,197.45
22001041 A2 JOSEPH GRYLAS $52,146.79
22003287 A2 TREVOR LEE BENOIT $48,610.97
22003500 A2 JAY R GERBER $60,686.67
22003711 A2 DAVID PENHOLLOW SR $63,666.12
22003772 A2 MICHAEL V MICHALAK $62,508.46
22003906 A2 ROY D ASHCRAFT $49,830.64
22003969 A2 DAVE L FOREMAN $53,940.22
22004072 A2 BYRON G WOLFE JR $74,260.65
22004103 A2 CAROLYN L KNICELY $47,820.08
22004209 A2 ROBERT G DONALD $44,383.18
23000135 A2 NADINE PENN $45,275.20
23000142 A2 JAMES R DANIELL JR $50,989.54
23000212 A2 EDWARD B WALTMAN $45,656.27
70014611 A2 RICHARD DAVID CHANCE $113,016.56
95000125 A2 TONY M ROBINSON $50,221.17
95000145 A2 LEROY CRUEL $61,406.78
95000150 A2 MARY ANN RANCE $93,365.39
95003011 A2 FRANCENIA T ELLIS $62,101.05
95003377 A2 BERNARD L FOOTMAN $58,290.43
95003394 A2 WALLACE L SMITH $50,136.79
95003404 A2 G WALTER WHITLOCK $47,416.34
95003413 A2 JOHN E BROWN $70,665.70
95003427 A2 STEVE J PILGRIM $44,674.74
95003450 A2 MICHAEL N BYRD $77,538.00
95003473 A2 RANDALL W LEOPARD $58,339.46
130004301 A2 CLIFFORD D ROBINSON $44,128.49
220031281 A2 CLINTON W PALMER $41,695.84
1190009118 A2 JAMES L NASH $115,362.85
1190009144 A2 DANNY E MOORE $155,229.02
2000919447 A2 ROBERT P GARRETT $71,906.57
2000931895 A2 DEBORAH W SINGLETON $128,884.65
2000950681 A2 VICTOR C LOMBARDO $73,855.99
2000954896 A2 PAULA K VAWTER $76,983.33
2090024811 A2 ANGELA CARTER $51,118.27
2100903738 A2 CATHERINE H VINCENT $87,027.99
2100905239 A2 NORMAN J JACKSON $59,003.27
2100910491 A2 ELMER L NEAL SR $49,162.65
2100912127 A2 JOSEPH ALBERT PYPE $47,319.14
2100920880 A2 JACK F SYKES $49,896.36
2100944662 A2 GEORGE E MOFFITT $47,062.85
2100946161 A2 ELOISA MOLINA DODGE $68,338.78
2100947032 A2 KENNETH LEROY MOORE $74,204.21
2100947048 A2 BRADY C WILLIAMS $75,461.42
2100947165 A2 ALICE R BOWERS $51,174.37
2100965988 A2 SCOTT R ANDERSEN $72,210.68
2190020853 A2 LEE D POST $59,625.68
2190020862 A2 RONALD J DUNCAN $53,876.78
2190022887 A2 BETTY KELLY $44,370.74
2190023129 A2 BARRY DON SHAW $55,080.73
2190025934 A2 RONALD EVAN BRANUM $63,389.89
2190026459 A2 CLARA R LONGORIA $56,793.25
2190027967 A2 MURRAY ARCHIE $50,736.59
2190030556 A2 RICARDO S RIVERA $42,048.58
2190034329 A2 DAVID H GUYTON $94,754.03
2190039387 A2 NEIL KENT CAREW $62,305.77
2200902431 A2 CAROL MODER $50,518.28
2200903367 A2 JOSEPH E GRANGER $129,275.25
2200905996 A2 PATRICK E POWELL $73,424.59
2200910081 A2 DAVID AVILA $52,681.30
2200910267 A2 FREDERICK L SAMUEL $69,415.08
2200912836 A2 EDWINA W VINCENT $47,128.16
2200915999 A2 ROBERT L WAGNER $64,058.89
2200917116 A2 LOTTIE M GUITARD $70,435.86
2200917158 A2 JOHN R NORDIN $49,044.97
2200919419 A2 TAMMY D EVERGETIS $104,241.73
2200922713 A2 PATSY FERNANDEZ $69,518.99
2200924919 A2 ROBERT STOKES $93,367.99
2200927810 A2 VIVIAN SILVERS $54,222.80
2200943607 A2 A BILLIE DOBBS $106,869.50
2200944422 A2 EVELYN M JEFFERSON $87,560.73
2200946319 A2 DAVID BOOTH $51,441.15
2200946446 A2 RONNIE WITHERSPOON $44,964.94
2200946688 A2 DONNA M CONYERS $62,000.06
2200947743 A2 MARY C BRUCE $62,248.05
2200948562 A2 DAVID LUNA $52,144.05
2200948645 A2 ROGER B BAYNE $63,224.80
2200956621 A2 JOHN BEERY $44,727.05
2200958079 A2 LONNIE MICHAEL HARRELL $119,513.18
2200958426 A2 JOHN D ROBERTS $50,303.12
2200958582 A2 FREDERIC ROBERT KINARD $91,476.21
2200962079 A2 PATRICIA W PARDOE $54,303.34
2200963943 A2 BENJAMIN F GARLAND $131,055.83
2200965878 A2 MARK D LYNCH $91,529.85
2200966913 A2 DOUGLAS R BORTON $48,863.02
2200967727 A2 PAUL R LANE $69,420.31
2200967935 A2 KATHY WARE $50,884.88
2200968091 A2 LARRY T TANNER $47,872.87
2200968309 A2 JAMES W BALES III $65,338.30
2200968628 A2 WILLIAM D FIDDLER $50,832.87
2200968687 A2 THOMAS MICHAEL HOLT $71,792.21
2200968905 A2 ROD SMITH $46,683.85
2200969182 A2 PATRICIA J DAVIS $48,874.88
2200969783 A2 DONA S SMITH $61,121.98
2200970566 A2 BRIAN FERRARO $87,887.82
2200970799 A2 LISA PATTERSON $47,762.04
2200971480 A2 JAMES CONANT $44,836.84
2200971714 A2 REBECCA ANN GOULD $62,380.05
2200972643 A2 BILLY RAY CRAIN $62,957.17
2200972758 A2 JOHN G ELLIOTT $74,859.90
2200973043 A2 MARY E OWENS $58,967.70
2200973808 A2 BILLY N MITCHELL $54,372.01
2200974166 A2 KEITH MICHAEL PINEL $64,750.52
2200974631 A2 MARY A BISHOP $45,025.57
2200974692 A2 RICHARD C WILLIAMS $79,843.63
2200974875 A2 JAMES R ADKINS $47,936.70
2200974898 A2 JOE THOMAS MOORE $78,066.49
2200975314 A2 BART W BROADWELL $89,555.33
2200975348 A2 EDITH PEARL EVANS $78,270.01
2200975712 A2 PAUL TOMLINSON $65,434.17
2200976074 A2 GARLAND R STANLEY $69,200.00
2200976350 A2 KEM R FOWLER $47,145.39
2200976659 A2 MARSHA F CHARBONEAU $111,852.31
2200976813 A2 MATTHEW BUTLER $58,627.58
2200976830 A2 ROBERT LEE EDWARDS $46,290.59
2200976974 A2 ELAINE A MARESCA $94,499.38
2200977040 A2 SANDRA M JONES $73,851.87
2200977679 A2 KENNETH R BAILEY $55,918.78
2200977701 A2 KEITH A BECKMAN $84,800.00
2200978068 A2 MARK A EVANS $77,993.63
2200979682 A2 CLIFFORD SWITZER $119,850.00
2200980130 A2 LARRY WILLIAMS $45,496.38
2200980407 A2 SCOTT A BONNETTE $71,023.14
2200981916 A2 DALE L COOK $70,160.67
2290018641 A2 ANN H SIMMONS $56,601.28
2290019940 A2 SHARON R BURK $75,663.12
2290026119 A2 J JASON THOMAS $43,378.47
2290030062 A2 IDOLUIS E CASARES $43,219.98
2290030125 A2 JOHN MARNEY WALLER JR $59,367.67
2290032860 A2 CYNTHIA D KNIGHT $60,712.23
2290033657 A2 PERNICE O SMITH $43,205.02
2290036955 A2 COLLIN W COFFEY $59,806.12
2290037776 A2 JORGE ARTURO SALINAS $65,575.25
2300931216 A2 FRANK GALICIA $57,873.33
5100902192 A2 MICHAEL S WALKER $190,500.00
5100905617 A2 THOMAS E ALEXANDER $78,401.13
5100905924 A2 RAYMOND C QUEEN $71,138.96
5100907974 A2 EVERETT HAWKINS $58,250.90
5100911528 A2 ROBERT L MCLEAN $70,945.34
5100912902 A2 GEROME R MCLEOD $45,764.51
5100913276 A2 WILLIE J WHITE $63,684.94
5100914459 A2 BAKITA S ACEVEDO $47,022.06
5100914486 A2 DAVID E BURNETTE $94,347.59
5100914848 A2 B F ALLISON $46,934.24
5100915468 A2 DONNA K CATHEY $73,279.13
5100915872 A2 WILLIAM J WALKER $99,944.99
5100916405 A2 RAYMOND C GILPIN $54,132.18
5100916423 A2 VICKI WATFORD $75,617.54
5100917511 A2 JAMES L ROYSTER $190,966.87
5100917746 A2 CHRIS E CATER $62,956.72
5100918293 A2 JEFFREY BAUGUS $48,970.05
5100919086 A2 JAMES COPELAND III $55,755.83
5100920340 A2 BARBARA L ADAMS $59,759.23
5100921098 A2 JUDY BROWN $65,274.50
5100921634 A2 ROY DALE BAKER $50,925.73
5100922982 A2 JOHN A COLE $123,666.02
5100923108 A2 WILLIAM D YOUNG $73,319.64
5100923418 A2 KEITH TESNAR $49,731.48
5100923652 A2 JAMES W PAUL $61,352.81
5100923826 A2 JASON BYRD $60,170.51
5100924214 A2 GEORGE C RIDDICK JR $73,336.77
5100924384 A2 STEPHAN M CURRY $69,311.59
5100925400 A2 CLIFTON FREEMAN $60,487.99
5100925463 A2 RONALD HOOVER $111,049.34
5100925739 A2 RENE BOUKNIGHT $48,550.29
5100925802 A2 DONALD W SEAY $52,956.16
5100925860 A2 CHARLES J LIVINGSTON $64,159.05
5100926417 A2 ALBERT BRISBONE $55,277.27
5100926752 A2 MICHAEL R AYERS $71,659.26
5100926761 A2 FRANCIS X GILL $47,778.23
5100928117 A2 TERESA P MONDS $55,301.21
5100928403 A2 ALLYSON PUTMAN $47,034.33
5100928640 A2 RICHARD J PEARCE $49,404.55
5100928842 A2 DARYL E PAINTER $62,761.23
5100928854 A2 MARK T VANGORDER $60,159.53
5100929293 A2 CINDY L HARVEY $62,410.74
5100929324 A2 MARSHA RUTHERFORD $93,116.80
5100930743 A2 HERBERT HICKS $63,749.17
5100930899 A2 TAMMY K CLARK $49,192.08
5100931625 A2 JOSEPH CASTRONOVO $60,136.72
5100931830 A2 WILLIAM O FRAZIER SR $53,764.60
5100932356 A2 WILLIE J DAVIS $51,818.13
5100933170 A2 GAIL PICKETT $44,784.44
5100933903 A2 AQUILLA LEWIS $95,681.41
5100934244 A2 EDWARD SCARFO $53,425.79
5100935747 A2 REGGIE MACK $68,576.39
5100937100 A2 RICHARD W DIVENS $49,774.85
5100937273 A2 ANNIE PATTERSON $65,669.45
5100937928 A2 CHRIS A SMITH $71,766.39
5100938902 A2 GRANT E GEHLBACH $111,537.96
5100938970 A2 JAMES BETHEA $60,982.59
5100939929 A2 ROXICE SULLIVAN $95,950.81
5100940022 A2 DAVID ROBINSON JR $55,718.13
5100941146 A2 ANTHONY COLEY $63,772.47
5100941185 A2 SCOTT SOX $71,789.36
5100941445 A2 EDMUND HOFFMAN III $45,440.99
5100942274 A2 DEWARD NORRIS LUNSFORD $94,778.95
5100942366 A2 PATRICIA CHAMBERS $55,036.46
5100942700 A2 DEBORAH L WHITSON $57,646.48
5100943385 A2 ADAM R DROBNIS $140,644.60
5100943404 A2 ASHLEY POLLARD $87,723.16
5100943834 A2 DAVID MORIARTY $78,242.26
5100943867 A2 GUS E KALMER $59,503.77
5100943872 A2 DALLAS BLEDSOE $74,580.65
5100944261 A2 MARION D COLEMAN $72,824.68
5100945495 A2 HAROLD T BOATWRIGHT JR $82,210.27
5100946256 A2 JACKIE E BROOME $54,283.38
5100947036 A2 DAVID BLACKSTONE $64,276.51
5100947354 A2 DANIEL WAYNE LEDFORD $76,371.10
5100947481 A2 MICHAEL L CUDD $55,842.65
5100949168 A2 PAUL REEVES $54,052.59
5100950124 A2 WILBUR L MILFORD $49,513.72
5100950634 A2 EDWARD THOMPSON $89,155.50
5100951078 A2 SAMUEL H JOHNSON $56,857.24
5100953344 A2 CHRISTOPHER E WILLIAMS $52,388.95
5100953946 A2 TRAVIS M SCOTT $47,023.97
5100954470 A2 DENISE SAPOUGH $66,247.14
5100954963 A2 EILENE M KENDALL $70,967.38
5100955358 A2 CRAIG E ALIBOZEK $57,878.74
5100957111 A2 HOWARD L MAJETTE $63,512.85
5100957153 A2 WILLIE MOBLEY $73,088.56
5100957160 A2 NORWOOD A WILLIAMS $74,495.17
5100957778 A2 GLORIA JEAN GOODMAN $58,388.67
5100958048 A2 KELLY THORNHILL $68,267.74
5100958873 A2 KELLY H WILLIAMS $52,435.34
5100959959 A2 DANIEL M HOLCOMBE $63,872.30
5100959973 A2 JERRY DUDLEY $80,765.04
5100960032 A2 CYNTHIA E WAGONER $75,848.35
5100961181 A2 WANDA BEARDSLEY $83,482.75
5100962993 A2 JERRY LOSAW $62,511.45
5100963754 A2 JOHNNY GOODE $68,522.02
5100964922 A2 MELVIN BRADLEY BURDETTE $56,602.95
5100965498 A2 RENEE C HOLLOWAY SINGLETON $74,052.62
5100966211 A2 JOHN R GARRETT $57,604.01
5100966856 A2 DORIS R GEROW $57,452.75
5100967056 A2 MAURICE E DILLARD $46,459.26
5100968878 A2 TERRI CALLAHAN ALLEN $46,973.78
5100968975 A2 SCOTT B NORGAN $62,486.15
5100969133 A2 CARLOS A THOMPSON $66,459.48
5100969147 A2 FREDDY W HOYLE $92,030.90
5100969208 A2 DENNIS B COX JR $45,507.26
5100969679 A2 WAYNE WILKERSON $58,346.87
5100969904 A2 BRENDA S PHILLIPS $60,744.70
5100970534 A2 TONY ARNOLD OVERCASH $75,962.53
5100970992 A2 JUANETTA FRAZIER $57,137.13
5100971510 A2 JANIE ROBINSON $63,968.13
5100971994 A2 KENNETH LEARY $70,506.67
5100974605 A2 ROBERT TEDDER $44,979.01
5100975056 A2 NOAH J HEWITT $59,973.45
5100975329 A2 RAY J WINBURN $46,380.12
5100975482 A2 CAROLYN W HOWELL $47,977.12
5100975513 A2 RODNEY G CLAY $60,772.46
5100975795 A2 JOHN A MCKIVER SR $61,108.25
5100976099 A2 EDWARD B BERGAMINI $120,150.00
5100976241 A2 JEFFREY JENKINS $143,921.17
5100976423 A2 HERTFORD MOORE JR $68,768.84
5100976553 A2 WILLIAM R CURETON $107,943.89
5100976627 A2 JANET BATKER $107,860.92
5100977061 A2 DEBORAH A NICHOLS $63,971.01
5100977201 A2 LUIS J CAMPOS $68,598.13
5100977405 A2 JAMES P WOOTEN $53,573.58
5100977414 A2 THOMAS H RILEY $75,027.42
5100978106 A2 LILLIE B DAVIS $59,080.85
5100978535 A2 YVONNE P MABRY $57,968.25
5100979657 A2 VALERIE SUTTON $47,679.02
5190001294 A2 EVANS LOCKLEAR $57,406.36
5190001651 A2 MARK A COSTNER $58,267.63
5190001983 A2 RICKEY WHITE $45,423.90
5190002062 A2 ROBERT L SAMPLES $50,019.22
5190002354 A2 VICKI BANKS $50,322.06
5190002752 A2 ALICE L KOON $51,197.41
5190003234 A2 MAMIE LEE JACOBS $57,941.61
5190003488 A2 DEBORAH PAINTER $71,506.77
5190003768 A2 JAMES MOORE $117,787.84
5190003992 A2 WILLIAM A BUDDIN $59,294.92
5190004546 A2 FREDERICK STROUD $102,976.55
5190004816 A2 WILLIE BRIGGS $62,398.84
5190005314 A2 WILLIAM LEE CRAWFORD $54,941.89
5190005948 A2 DORIS M MCPHERSON $48,391.06
5190006103 A2 DOUGLAS A HADDOCK $59,859.86
5190006349 A2 RANDY L CROUCH $132,518.82
5190007615 A2 DORIS L REESE $54,399.94
5190009849 A2 NICHOLAS SCOTT SAITZ $113,850.85
5190011763 A2 ANNIE MABBINS BENJAMIN $46,643.81
5190012334 A2 KAY E MADISON $54,092.12
5190012367 A2 MICHAEL TOLBERT $55,999.60
5190013376 A2 ROSS BRICE $56,396.21
5190014538 A2 NELSON SCOTT BISHOP $44,976.07
5190014728 A2 MARY ANN BLAKELY $62,886.58
5190015281 A2 DENNIS BRYAN PITTMAN $56,105.86
5190016799 A2 HASAN ABU-EIDEH $47,637.75
5190017391 A2 DEBRA A PENDLETON $52,313.78
5190019078 A2 JULIUS BROWN JR $66,000.00
5190019106 A2 MARTY LOCKLEAR $62,928.43
5190021226 A2 DAWN ANN DODD $44,608.09
5190022910 A2 VERNON L LAWTON JR $51,874.61
5190023044 A2 JOHN TONEY $85,734.85
5190024378 A2 RICKY DALE CRAINE SR $47,786.27
5190025057 A2 DONALD R HARRIS $51,179.84
5190025149 A2 TIMOTHY W TAYLOR $57,877.19
5190028359 A2 TOY W SKIPPER $50,901.80
5190031937 A2 GAIL ENWRIGHT $84,372.86
5190032993 A2 HOMER C ABERNATHY $96,779.66
5190033145 A2 DIANNA ALLEN $59,348.99
5190033682 A2 LISA A ASKEW $52,456.10
5190034608 A2 FLORIE YOUNG $44,565.03
5190034719 A2 MERRY ANN KISH $55,622.73
5190035257 A2 MILLIE G MARTIN $49,124.38
5190035692 A2 JOSEPH R HUTCHINSON $69,822.98
5190036607 A2 JEFFREY A BLUE $93,564.02
5190037122 A2 MARY E BIVENS $76,343.26
5190037759 A2 EDNA R KENNEDY $67,638.02
5190038860 A2 SHELDY B AYE $59,960.19
5190039837 A2 KEVIN W BLANCHARD $136,302.15
5200910406 A2 THEODORE CHRISS $122,523.47
5200938751 A2 JAMES T HOLT $65,556.53
5200938807 A2 PAULETTE RODGERS ASHLEY $48,644.01
5200951583 A2 DALE D DEMONT $89,749.93
5200964367 A2 TODD ABBEY $62,338.24
5200965991 A2 TAMMYLYNNKUHN ROGERS SANDERSON $65,777.83
5200967644 A2 MICHAEL W RUTH $133,094.58
5200970502 A2 NANCY P TUCKER $51,059.96
5200971420 A2 EDELTRAUT HERNINA EDWARDS $155,054.59
5200973027 A2 MICHAEL PRESLEY $59,970.42
5200974173 A2 STACEY FOXX $123,863.75
5200976428 A2 NIEL SORENSEN $67,163.21
5200979413 A2 LEONEL G PEREZ $67,260.27
5300967114 A2 RICHARD DURIN CATALINE $65,566.97
5500961166 A2 STACEY L MOLENCUPP $59,146.16
5500972927 A2 JAMES M RANSOM $99,564.48
5500973872 A2 PATRICK ROGERS $62,365.84
5500978266 A2 DANNY OWEN $58,500.00
5590025258 A2 JAMES A MILLS $58,822.26
5600921281 A2 SUSAN B KESSLER $108,729.93
5600979853 A2 ALBERT J MARSHALL $75,164.91
5700969838 A2 ROBERT C CONGER $45,000.00
$39,277,999.04
