FINANCIAL ASSET SECURITIES CORP., Depositor CENTEX HOME EQUITY COMPANY, LLC HOMEQ SERVICING CORPORATION Servicers and JPMORGAN CHASE BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT Dated as of November 1, 2005 Soundview Home Loan Trust 2005-CTX1...
FINANCIAL ASSET SECURITIES CORP.,
Depositor
CENTEX HOME EQUITY COMPANY, LLC
HOMEQ SERVICING CORPORATION
Servicers
and
JPMORGAN CHASE BANK, N.A.
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of November 1, 2005
___________________________
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates, Series 2005-CTX1
Table of Contents
ARTICLE I DEFINITIONS
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SECTION 1.01 |
Defined Terms. |
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SECTION 1.02 |
Accounting. |
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SECTION 1.03 |
Allocation of Certain Interest Shortfalls. | ||
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
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SECTION 2.01 |
Conveyance of Mortgage Loans. |
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SECTION 2.02 |
Acceptance by Trustee. |
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SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by an Originator or the Seller. | |||||||
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SECTION 2.04 |
Intentionally Omitted. |
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SECTION 2.05 |
Representations, Warranties and Covenants of the Servicer. |
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SECTION 2.06 |
Representations and Warranties of the Depositor. |
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SECTION 2.07 |
Issuance of Certificates. |
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SECTION 2.08 |
[Reserved]. |
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SECTION 2.09 Conveyance of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee; Issuance of Certificates.
ARTICLE III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS
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SECTION 3.01 |
Servicer to Act as Servicer. |
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SECTION 3.02 |
Sub-Servicing Agreements Between Servicer and Sub-Servicers. |
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SECTION 3.03 |
Successor Sub-Servicers. |
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SECTION 3.04 |
Liability of the Servicer. |
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SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders. | |||||||||||||||||||||||||||
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SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee. |
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SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. |
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SECTION 3.08 |
Sub-Servicing Accounts. |
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SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Escrow Accounts. |
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SECTION 3.10 |
Collection Account and Distribution Account. |
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SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account. |
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SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
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SECTION 3.13 |
[Reserved]. |
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SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. |
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SECTION 3.15 |
Enforcement of Due-On-Sale Clauses; Assumption Agreements. |
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SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
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SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. |
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SECTION 3.18 |
Servicing Compensation. |
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SECTION 3.19 |
Reports to the Trustee; Collection Account Statements. |
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SECTION 3.20 |
Statement as to Compliance. |
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SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
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SECTION 3.22 |
Access to Certain Documentation; Filing of Reports by Trustee. |
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SECTION 3.23 |
Title, Management and Disposition of REO Property. |
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SECTION 3.24 |
Obligations of the Servicer in Respect of Prepayment Interest Shortfalls. |
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SECTION 3.25 |
[Reserved]. |
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SECTION 3.26 |
Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments. |
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SECTION 3.27 |
[Reserved]. |
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SECTION 3.28 |
[Reserved]. |
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SECTION 3.29 |
Advance Facility. |
ARTICLE IV FLOW OF FUNDS
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SECTION 4.01 |
Distributions. |
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SECTION 4.02 |
[Reserved]. |
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SECTION 4.03 |
Statements. |
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SECTION 4.04 |
Remittance Reports; Advances. |
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SECTION 4.05 |
[Reserved]. |
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SECTION 4.06 |
Net WAC Rate Carryover Reserve Account. |
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SECTION 4.07 |
Distributions on the REMIC 1 Regular Interests. | |||||
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SECTION 4.08 |
Allocation of Realized Losses. |
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ARTICLE V THE CERTIFICATES
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SECTION 5.01 |
The Certificates. |
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SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. | ||||
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SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
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SECTION 5.04 |
Persons Deemed Owners. |
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SECTION 5.05 |
Appointment of Paying Agent. |
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ARTICLE VI THE SERVICER AND THE DEPOSITOR
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SECTION 6.01 |
Liability of the Servicer and the Depositor. |
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SECTION 6.02 |
Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the Depositor. | |||||||
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SECTION 6.03 |
Limitation on Liability of the Servicer and Others. |
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SECTION 6.04 |
Servicer Not to Resign. |
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SECTION 6.05 |
Delegation of Duties. |
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SECTION 6.06 |
[Reserved]. |
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SECTION 6.07 |
Inspection. |
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ARTICLE VII DEFAULT
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SECTION 7.01 |
Servicer Events of Termination. |
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SECTION 7.02 |
Trustee to Act; Appointment of Successor. | ||||
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SECTION 7.03 |
Waiver of Defaults. |
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SECTION 7.04 |
Notification to Certificateholders. |
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SECTION 7.05 |
Survivability of Servicer Liabilities. |
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ARTICLE VIII THE TRUSTEE
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SECTION 8.01 |
Duties of Trustee. |
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SECTION 8.02 |
Certain Matters Affecting the Trustee. |
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SECTION 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans. | |||||||||
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SECTION 8.04 |
Trustee May Own Certificates. |
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SECTION 8.05 |
Trustee Fee and Expenses. |
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SECTION 8.06 |
Eligibility Requirements for Trustee. |
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SECTION 8.07 |
Resignation or Removal of Trustee. |
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SECTION 8.08 |
Successor Trustee. |
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SECTION 8.09 |
Merger or Consolidation of Trustee. |
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SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
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SECTION 8.11 |
Trustee May Enforce Claims Without Possession of Certificates. | |||
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SECTION 8.12 |
Suits for Enforcement. |
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SECTION 8.13 |
Waiver of Bond Requirement. |
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SECTION 8.14 |
Waiver of Inventory, Accounting and Appraisal Requirement. |
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ARTICLE IX REMIC ADMINISTRATION
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SECTION 9.01 |
REMIC Administration. |
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SECTION 9.02 |
Prohibited Transactions and Activities. |
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SECTION 9.03 |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. | |||
ARTICLE X TERMINATION
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SECTION 10.01 |
Termination. |
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SECTION 10.02 |
Additional Termination Requirements. |
ARTICLE XI MISCELLANEOUS PROVISIONS
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SECTION 11.01 |
Amendment. |
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SECTION 11.02 |
Recordation of Agreement; Counterparts. |
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SECTION 11.03 |
Limitation on Rights of Certificateholders. | ||||||||||
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SECTION 11.04 |
Governing Law; Jurisdiction. |
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SECTION 11.05 |
Notices. |
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SECTION 11.06 |
Severability of Provisions. |
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SECTION 11.07 |
Article and Section References. |
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SECTION 11.08 |
Notice to the Rating Agencies. |
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SECTION 11.09 |
Further Assurances. |
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SECTION 11.10 |
Benefits of Agreement. |
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SECTION 11.11 |
Acts of Certificateholders. |
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Exhibits:
Exhibit A-1 |
Form of Class A-1 Certificates |
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Exhibit A-2 |
Form of Class A-2 Certificates |
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Exhibit A-3 |
Form of Class A-3 Certificates |
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Exhibit A-4 |
Form of Class A-4 Certificates |
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Exhibit A-5 |
Form of Class A-5 Certificates |
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Exhibit A-6 |
Form of Class A-6 Certificates |
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Exhibit A-7 |
Form of Class M-1 Certificates | |
Exhibit A-8 |
Form of Class M-2 Certificates | |
Exhibit A-9 |
Form of Class M-3 Certificates |
Exhibit A-10 |
Form of Class M-4 Certificates |
Exhibit A-11 |
Form of Class M-5 Certificates |
Exhibit A-12 |
Form of Class M-6 Certificates |
Exhibit A-13 |
Form of Class M-7 Certificates |
Exhibit A-14 |
Form of Class M-8 Certificates |
Exhibit A-15 |
Form of Class M-9 Certificates |
Exhibit A-16 |
Form of Class M-10 Certificates |
Exhibit A-17 |
Form of Class B-1 Certificates |
Exhibit A-18 |
Form of Class B-2 Certificates |
Exhibit A-19 |
Form of Class C Certificates |
Exhibit A-20 |
Form of Class P Certificates |
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Exhibit A-21 |
Form of Class R Certificates |
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Exhibit A-22 |
Form of Class R-X Certificates |
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Exhibit B |
[Reserved] |
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Exhibit C |
Form of Assignment Agreement |
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Exhibit D |
Mortgage Loan Schedule |
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Exhibit E |
Request for Release |
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Exhibit F-1 |
Form of Trustee’s Initial Certification | ||||||||
Exhibit F-2 |
Form of Trustee’s Final Certification |
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Exhibit F-3 |
Form of Trustee’s Receipt of Mortgage Notes |
Exhibit G |
Form of Compliance Certificate |
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Exhibit H |
Form of Lost Note Affidavit |
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Exhibit I |
Form of Power of Attorney |
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Exhibit J |
Form of Investment Letter |
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Exhibit K |
Form of Transfer Affidavit for Residual Certificates | ||||||
Exhibit L |
Form of Transferor Certificate |
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Exhibit M |
Form of ERISA Representation Letter |
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Exhibit N-1 |
Form of Certification to Be Provided by the Depositor with Form 10-K |
Exhibit N-2 |
Form of Certification to Be Provided to Depositor by the Trustee |
Exhibit N-3 |
Form of Certification to Be Provided to Depositor by the Servicer |
Exhibit O |
Form of Cap Contract |
Schedule I |
Prepayment Charge Schedule |
This Pooling and Servicing Agreement is dated as of November 1, 2005 (the “Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the “Depositor”), CENTEX HOME EQUITY COMPANY, LLC and HOMEQ SERVICING CORPORATION, as servicers (the “Servicers”) and JPMORGAN CHASE BANK, N.A. as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of twenty-two classes of certificates, designated as (i) the Class A-1 Certificates, (ii) the Class A-2 Certificates, (iii) the Class A-3 Certificates, (iv) the Class A-4 Certificates, (v) the Class A-5 Certificates, (vi) the Class A-6 Certificates, (vii) the Class M-1 Certificates, (viii) the Class M-2 Certificates, (ix) the Class M-3 Certificates, (x) the Class M-4 Certificates, (xi) the Class M-5 Certificates, (xii) the Class M-6 Certificates, (xiii) the Class M-7 Certificates, (xiv) the Class M-8 Certificates, (xv) the Class M-9 Certificates, (xvi) the Class M-10 Certificates, (xvii) the Class B-1 Certificates, (xviii) the Class B-2 Certificates, (xix) the Class C Certificates, (xx) the Class P Certificates, (xxi) the Class R Certificates and (xxii) the Class R-X Certificates.
REMIC 1
As provided herein, the Trustee will make an election to treat the segregated pool of assets consisting of the Mortgage Loans, and certain other related assets subject to this Agreement (exclusive of the Net WAC Rate Carryover Reserve Account, any Servicer Prepayment Charge Payment Amounts and the Cap Contract) as a real estate mortgage investment conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 1.” The Class R-1 Interest will represent the sole class of “residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined herein) under federal income tax law. The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 1 Regular Interests. None of the REMIC 1 Regular Interests will be certificated.
Designation |
Uncertificated REMIC 2 Pass-Through Rate |
Initial Uncertificated Principal Balance |
Assumed Final Maturity Date(1) |
LTAA |
Variable(2) |
$558,500,335.14 |
November 25, 2035 |
LTA1 |
Variable(2) |
$ 2,518,320.00 |
November 25, 2035 |
LTA2 |
Variable(2) |
$ 1,148,540.00 |
November 25, 2035 |
LTA3 |
Variable(2) |
$ 145,210.00 |
November 25, 2035 |
LTA4 |
Variable(2) |
$ 135,940.00 |
November 25, 2035 |
LTA5 |
Variable(2) |
$ 305,770.00 |
November 25, 2035 |
LTA6 |
Variable(2) |
$ 170,000.00 |
November 25, 2035 |
LTM1 |
Variable(2) |
$ 267,940.00 |
November 25, 2035 |
LTM2 |
Variable(2) |
$ 179,570.00 |
November 25, 2035 |
LTM3 |
Variable(2) |
$ 125,420.00 |
November 25, 2035 |
LTM4 |
Variable(2) |
$ 91,210.00 |
November 25, 2035 |
LTM5 |
Variable(2) |
$ 94,060.00 |
November 25, 2035 |
LTM6 |
Variable(2) |
$ 79,810.00 |
November 25, 2035 |
LTM7 |
Variable(2) |
$ 91,210.00 |
November 25, 2035 |
LTM8 |
Variable(2) |
$ 71,260.00 |
November 25, 2035 |
LTM9 |
Variable(2) |
$ 62,710.00 |
November 25, 2035 |
LTM10 |
Variable(2) |
$ 48,460.00 |
November 25, 2035 |
LTB1 |
Variable(2) |
$ 57,010.00 |
November 25, 2035 |
LTB2 |
Variable(2) |
$ 31,350.00 |
November 25, 2035 |
LTZZ |
Variable(2) |
$ 5,774,176.02 |
November 25, 0000 |
XXX |
Variable(2) |
$ 100.00 |
November 25, 2035 |
________________
|
(1) |
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 1 Regular Interest. |
(2) |
Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” herein. |
REMIC 2
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 2.” The Class R-2 Interest represents the sole class of “residual interests” in REMIC 2 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate, the Original Class Certificate Principal Balance and solely for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 2 created hereunder:
Class Designation |
Original Class Certificate Principal Balance |
Pass-Through Rate |
Assumed Final Maturity Date(1) |
Class A-1 |
$251,832,000.00 |
4.720% per annum(2) |
November 25, 2035 |
Class A-2 |
$114,854,000.00 |
5.195% per annum(2) |
November 25, 2035 |
Class A-3 |
$ 14,521,000.00 |
5.322% per annum(2) |
November 25, 2035 |
Class A-4 |
$ 13,594,000.00 |
5.572% per annum(2) |
November 25, 2035 |
Class A-5 |
$ 30,577,000.00 |
5.943% per annum(2) |
November 25, 2035 |
Class A-6 |
$ 17,000,000.00 |
5.592% per annum(2) |
November 25, 2035 |
Class M-1 |
$ 26,794,000.00 |
Variable(3) |
November 25, 2035 |
Class M-2 |
$ 17,957,000.00 |
Variable(3) |
November 25, 2035 |
Class M-3 |
$ 12,542,000.00 |
Variable(3) |
November 25, 2035 |
Class M-4 |
$ 9,121,000.00 |
Variable(3) |
November 25, 2035 |
Class M-5 |
$ 9,406,000.00 |
Variable(3) |
November 25, 2035 |
Class M-6 |
$ 7,981,000.00 |
Variable(3) |
November 25, 2035 |
Class M-7 |
$ 9,121,000.00 |
Variable(3) |
November 25, 2035 |
Class M-8 |
$ 7,126,000.00 |
Variable(3) |
November 25, 2035 |
Class M-9 |
$ 6,271,000.00 |
Variable(3) |
November 25, 2035 |
Class M-10 |
$ 4,846,000.00 |
Variable(3) |
November 25, 2035 |
Class B-1 |
$ 5,701,000.00 |
Variable(3) |
November 25, 2035 |
Class B-2 |
$ 3,135,000.00 |
Variable(3) |
November 25, 2035 |
Class C Interest |
$ 7,519,301.16 (4) |
Variable(3) |
November 25, 2035 |
Class P Interest |
$ 100.00 |
N/A(5) |
November 25, 2035 |
________________
(1) |
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 2. |
(2) |
Subject to increase and limitation as set forth in the definition of “Pass-Through Rate” herein |
(3) |
Calculated in accordance with the definition of “Pass-Through Rate” herein. |
(4) |
The Class C Interest will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class C Interest outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest LTP). The Class C Interest will not accrue interest on its Certificate Principal Balance. |
(5) |
The Class P Interest will not accrue interest. |
REMIC 3
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class C Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 3.” The Class R-3 Interest represents the sole class of “residual interests” in REMIC 3 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for the indicated Class of Certificates that represents a “regular interest” in REMIC 3 created hereunder:
Class Designation |
Original Class Certificate Principal Balance |
Pass-Through Rate |
Assumed Final |
Class C Certificates |
Variable(2) |
$7,519,301.16 |
November 25, 2035 |
________________
(1) |
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class C Certificates. |
(2) |
The Class C Certificates will receive 100% of amounts received in respect of the Class C Interest. |
REMIC 4
As provided herein, the Trustee shall make an election to treat the segregated pool of assets consisting of the Class P Interest as a REMIC for federal income tax purposes, and such segregated pool of assets will be designated as “REMIC 4.” The Class R-4 Interest represents the sole class of “residual interests” in REMIC 4 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation, Pass-Through Rate and Original Class Certificate Principal Balance for the indicated Class of Certificates that represents a “regular interest” in REMIC 4 created hereunder:
Class Designation |
Original Class Certificate Principal Balance |
Pass-Through Rate |
Assumed Final |
Class P Certificates |
Variable(2) |
$100.00 |
November 25, 2035 |
________________
(1) |
Solely for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date immediately following the maturity date for the Mortgage Loans with the latest maturity date has been designated as the “latest possible maturity date” for the Class P Certificates. |
(2) |
The Class P Certificates will receive 100% of amounts received in respect of the Class P Interest. |
ARTICLE I
DEFINITIONS
|
SECTION 1.01 |
Defined Terms. |
Whenever used in this Agreement or in the Preliminary Statement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article. Unless otherwise specified, all calculations in respect of interest on the Floating Rate Certificates shall be made on the basis of the actual number of days elapsed and a 360-day year and all other calculations of interest described herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P Certificates and the Residual Certificates are not entitled to distributions in respect of interest and, accordingly, will not accrue interest.
“1933 Act”: The Securities Act of 1933, as amended.
“Account”: Either of the Collection Account and Distribution Account.
“Accrual Period”: With respect to the Fixed Rate Certificates and the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Floating Rate Certificates and each Distribution Date, the period commencing on the preceding Distribution Date (or in the case of the first such Accrual Period, commencing on the Closing Date) and ending on the day preceding such Distribution Date.
“Adjustable-Rate Mortgage Loan”: A first lien Mortgage Loan which provides at any period during the life of such loan for the adjustment of the Mortgage Rate payable in respect thereto. The Adjustable Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule.
“Adjusted Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first day of the month preceding the month in which the related Distribution Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the Credit Risk Manager Fee Rate.
“Adjusted Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the applicable Mortgage Rate for such Mortgage Loan as of the first day of the month preceding the month in which the related Distribution Date occurs minus the sum of (i) the Trustee Fee Rate, (ii) the Servicing Fee Rate and (iii) the Credit Risk Manager Fee Rate.
“Adjustment Date”: With respect to each Adjustable-Rate Mortgage Loan, each adjustment date, on which the Mortgage Rate of such Mortgage Loan changes pursuant to the
related Mortgage Note. The first Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage Loan is set forth in the Mortgage Loan Schedule.
“Advance”: As to any Mortgage Loan or REO Property, any advance made by the related Servicer in respect of any Distribution Date pursuant to Section 4.04.
“Advance Facility”: As defined in Section 3.29 hereof.
“Advance Facility Trustee”: As defined in Section 3.29 hereof.
“Advancing Person”: As defined in Section 3.29 hereof.
“Advance Reimbursement Amounts”: As defined in Section 3.29 hereof.
“Adverse REMIC Event”: As defined in Section 9.01(f) hereof.
“Affiliate”: With respect to any Person, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” means the power to direct the management and policies of a Person, directly or indirectly, whether through ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.
“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.
“Allocated Realized Loss Amount”: With respect to any Distribution Date and any Class of Floating Rate Certificates, the sum of (i) any Realized Loss allocated to such Class of Certificates on such Distribution Date and (ii) the amount of any Allocated Realized Loss Amount for such Class of Certificates remaining undistributed from the previous Distribution Date as reduced by an amount equal to the increase in the related Certificate Principal Balance due to the receipt of Subsequent Recoveries.
“Assignment”: An assignment of Mortgage, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect or record the sale of the Mortgage.
“Assignment Agreement”: The Assignment and Recognition Agreement, dated November 29, 2005, among the Seller, the Originator and the Depositor, pursuant to which certain of the Seller’s rights under the Master Agreement were assigned to the Depositor, substantially in the form attached hereto as Exhibit C.
“Assumed Final Maturity Date”: As to each Class of Certificates, the date set forth as such in the Preliminary Statement.
“Available Funds”: With respect to any Distribution Date, an amount equal to the excess of (i) the sum of (a) the aggregate of the related Monthly Payments received on the Mortgage Loans on or prior to the related Determination Date, (b) Net Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Subsequent Recoveries, proceeds from repurchases of and substitutions for such Mortgage Loans and other unscheduled recoveries of principal and interest in respect of the Mortgage Loans received during the related Prepayment Period, (c) the aggregate of any amounts received in respect of a related REO Property withdrawn from any REO Account and deposited in the Collection Accounts for such Distribution Date, (d) the aggregate of any amounts deposited in the Collection Accounts by the Servicers in respect of related Prepayment Interest Shortfalls for such Distribution Date, (e) the aggregate of any Advances made by the Servicers for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate of any related advances made by the Trustee as successor Servicer in respect of the Mortgage Loans for such Distribution Date pursuant to Section 7.02 and (g) the amount of any Prepayment Charges collected by the Servicers in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable to the related Servicer pursuant to Section 3.11(a) or the Trustee pursuant to Section 3.11(b), (b) amounts deposited in the Collection Accounts or the Distribution Account pursuant to clauses (a) through (g) above, as the case may be, in error, (c) the amount of any Prepayment Charges collected by the Servicers in connection with the full or partial prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge Payment Amount, (d) the Trustee Fee payable from the Distribution Account pursuant to Section 8.05 and (e) any indemnification payments or expense reimbursements made by the Trust Fund pursuant to Section 6.03 or Section 8.05.
“Bankruptcy Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code), as amended.
“Basic Principal Distribution Amount”: With respect to any Distribution Date, the excess of (i) the Principal Remittance Amount for such Distribution Date over (ii) the Overcollateralization Release Amount, if any, for such Distribution Date.
“Book-Entry Certificates”: Any of the Certificates that shall be registered in the name of the Depository or its nominee, the ownership of which is reflected on the books of the Depository or on the books of a Person maintaining an account with the Depository (directly, as a “Depository Participant”, or indirectly, as an indirect participant in accordance with the rules of the Depository and as described in Section 5.02 hereof). On the Closing Date, the Fixed Rate Certificates and the Floating Rate Certificates shall be Book-Entry Certificates.
“Business Day”: Any day other than a Saturday, a Sunday or a day on which banking or savings institutions in the State of Delaware, the State of New York, the State of California, or in the city in which the Corporate Trust Office of the Trustee is located are authorized or obligated by law or executive order to be closed.
“Cap Contract”: The Cap Contract between The Bank of New York and the counterparty thereunder, a form of which is attached hereto as Exhibit O.
“Centex Mortgage Loans”: Those Mortgage Loans serviced by Centex Home Equity Company, LLC.
“Certificate”: Any Regular Certificate or Residual Certificate.
“Certificateholder” or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register, except that a Disqualified Organization or non-U.S. Person shall not be a Holder of a Residual Certificate for any purpose hereof and, solely for the purposes of giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor or either Servicer or any Affiliate thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent has been obtained, except as otherwise provided in Section 11.01. The Trustee may conclusively rely upon a certificate of the Depositor or either Servicer in determining whether a Certificate is held by an Affiliate thereof. All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners as they may indirectly exercise such rights through the Depository and participating members thereof, except as otherwise specified herein; provided, however, that the Trustee shall be required to recognize as a “Holder” or “Certificateholder” only the Person in whose name a Certificate is registered in the Certificate Register.
“Certificate Margin”: With respect to the Floating Rate Certificates and for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest Deferral Amount, the specified REMIC 1 Regular Interest, as follows:
Class |
REMIC 1 Regular Interest |
Certificate Margin | |
(1) (%) |
(2) (%) | ||
M-1 |
LTM1 |
0.420 |
0.630 |
M-2 |
LTM2 |
0.440 |
0.660 |
M-3 |
LTM3 |
0.470 |
0.705 |
M-4 |
LTM4 |
0.620 |
0.930 |
M-5 |
LTM5 |
0.650 |
0.975 |
M-6 |
LTM6 |
0.700 |
1.050 |
M-7 |
LTM7 |
1.250 |
1.875 |
M-8 |
LTM8 |
1.400 |
2.100 |
M-9 |
LTM9 |
2.150 |
3.225 |
M-10 |
LTM10 |
2.500 |
3.750 |
B-1 |
LTB1 |
2.500 |
3.750 |
B-2 |
LTB2 |
2.500 |
3.750 |
__________
|
(1) |
For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date. |
|
(2) |
For each other Accrual Period. |
“Certificate Owner”: With respect to each Book-Entry Certificate, any beneficial owner thereof.
“Certificate Principal Balance”: With respect to any Class of Regular Certificates (other than the Class C Certificates) immediately prior to any Distribution Date, an amount equal to the Initial Certificate Principal Balance thereof plus any Subsequent Recoveries added to the Certificate Principal Balance of such Certificate pursuant to Section 4.01, reduced by (A) the sum of all amounts actually distributed in respect of principal of such Class and (B) in the case of a Floating Rate Certificate, Realized Losses allocated thereto on all prior Distribution Dates. With respect to the Class C Certificates as of any date of determination, an amount equal to the
excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B) the then aggregate Certificate Principal Balance of the Fixed Rate Certificates, the Floating Rate Certificates and the Class P Certificates then outstanding.
“Certificate Register” and “Certificate Registrar”: The register maintained and registrar appointed pursuant to Section 5.02 hereof.
“Certification”: As defined in Section 3.22(b)(ii).
“Class”: Collectively, Certificates which have the same priority of payment and bear the same class designation and the form of which is identical except for variation in the Percentage Interest evidenced thereby.
“Class A-1 Certificate”: Any one of the Class A-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-1, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-2 Certificate”: Any one of the Class A-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-2, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-3 Certificate”: Any one of the Class A-3 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-3, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-4 Certificate”: Any one of the Class A-4 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-4, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-5 Certificate”: Any one of the Class A-5 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-5, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A-6 Certificate”: Any one of the Class A-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-6, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class A Certificates”: Any Class A-1 Certificate, Class A-2 Certificate, Class A-3 Certificate, Class A-4 Certificate, Class A-5 Certificate or Class A-6 Certificate.
“Class B-1 Certificate”: Any one of the Class B-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-17, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class B-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date) and (xii) the Certificate Principal Balance of the Class B-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 96.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class B-2 Certificate”: Any one of the Class B-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-18, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class B-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the
Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date), (xi) the Certificate Principal Balance of the Class M-10 Certificates (after taking into account the distribution of the Class M-10 Principal Distribution Amount on such Distribution Date), (xii) the Certificate Principal Balance of the Class B-1 Certificates (after taking into account the distribution of the Class B-1 Principal Distribution Amount on such Distribution Date) and (xiii) the Certificate Principal Balance of the Class B-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 97.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class B Certificates”: Any Class B-1 Certificate or Class B-2 Certificate.
“Class C Certificates”: Any one of the Class C Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-19, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 3.
“Class C Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.
“Class M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form
annexed hereto as Exhibit A-7, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-1 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date) and (ii) the Certificate Principal Balance of the Class M-1 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 64.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-8, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-2 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii) the Certificate Principal Balance of the Class M-2 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 70.90% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-9, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-3 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 75.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-10, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date) and (v) the Certificate Principal Balance of the Class M-4 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 78.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-11, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the
Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 81.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-12, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date) and (vii) the Certificate Principal Balance of the Class M-6 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 84.60% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form
annexed hereto as Exhibit A-13, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 87.80% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-14, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the
Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 90.30% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-15, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 92.50% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class M-10 Certificate”: Any one of the Class M-10 Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-16, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 2.
“Class M-10 Principal Distribution Amount”: The excess of (x) the sum of (i) the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account the distribution of the Senior Principal Distribution Amount on such Distribution Date), (ii) the Certificate Principal Balance of the Class M-1 Certificates (after taking into account the distribution of the Class M-1 Principal Distribution Amount on such Distribution Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates (after taking into account the distribution of the Class M-2 Principal Distribution Amount on such Distribution Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates (after taking into account the distribution of the Class M-3 Principal Distribution Amount on such Distribution Date), (v) the Certificate Principal Balance of the Class M-4 Certificates (after taking into account the distribution of the Class M-4 Principal Distribution Amount on such Distribution Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates (after taking into account the distribution of the Class M-5 Principal Distribution Amount on such Distribution Date), (vii) the Certificate Principal Balance of the Class M-6 Certificates (after taking into account the distribution of the Class M-6 Principal Distribution Amount on such Distribution Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates (after taking into account the distribution of the Class M-7 Principal Distribution Amount on such Distribution Date), (ix) the Certificate Principal Balance of the Class M-8 Certificates (after taking into account the distribution of the Class M-8 Principal Distribution Amount on such Distribution Date), (x) the Certificate Principal Balance of the Class M-9 Certificates (after taking into account the distribution of the Class M-9 Principal Distribution Amount on such Distribution Date) and (xi) the Certificate Principal Balance of the Class M-10 Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 94.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Class P Certificate”: Any one of the Class P Certificates executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-20, representing the right to distributions as set forth herein and therein and evidencing a regular interest in REMIC 4.
“Class P Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC 2 for purposes of the REMIC Provisions.
“Class R Certificate”: The Class R Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-21 and evidencing the ownership of the Class R-1 Interest and the Class R-2 Interest.
“Class R-X Certificate”: The Class R-X Certificate executed by the Trustee, and authenticated and delivered by the Certificate Registrar, substantially in the form annexed hereto as Exhibit A-22 and evidencing the ownership of the Class R-3 Interest and the Class R-4 Interest.
“Class R-1 Interest”: The uncertificated Residual Interest in REMIC 1.
“Class R-2 Interest”: The uncertificated Residual Interest in REMIC 2.
“Class R-3 Interest”: The uncertificated Residual Interest in REMIC 3.
“Class R-4 Interest”: The uncertificated Residual Interest in REMIC 4.
“Close of Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York time).
“Closing Date”: November 29, 2004.
“Code”: The Internal Revenue Code of 1986, as amended.
“Collection Account”: The account or accounts created and maintained by the Servicer pursuant to Section 3.10(a), which shall be entitled (i) “Centex Home Equity Company, LLC, for JPMorgan Chase Bank, N.A. as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1” and (ii) “HomEq Servicing Corporation, for JPMorgan Chase Bank, N.A. as Trustee, in trust for registered Holders of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1,” each of which account must be an Eligible Account.
“Compensating Interest”: As defined in Section 3.24 hereof.
“Corporate Trust Office”: The principal corporate trust office of the Trustee at which at any particular time its corporate trust business in connection with this Agreement shall be administered, which office at the date of the execution of this instrument is located at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Worldwide Securities Services/Structured Finance Services: Soundview Home Loan Trust-2005-CTX1, or at such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Depositor, the Servicers and the Seller.
“Corresponding Certificate”: With respect to each REMIC 1 Regular Interest set forth below, the corresponding Regular Certificate set forth in the table below:
REMIC 1 Regular Interest |
Regular Certificate |
LTA1 |
Class A-1 |
LTA2 |
Class A-2 |
LTA3 |
Class A-3 |
LTA4 |
Class A-4 |
LTA5 |
Class A-5 |
LTA6 |
Class A-6 |
LTM1 |
Class M-1 |
LTM2 |
Class M-2 |
LTM3 |
Class M-3 |
LTM4 |
Class M-4 |
LTM5 |
Class M-5 |
LTM6 |
Class M-6 |
LTM7 |
Class M-7 |
LTM8 |
Class M-8 |
LTM9 |
Class M-9 |
LTM10 |
Class M-10 |
LTP |
Class P |
“Credit Enhancement Percentage”: For any Distribution Date, the percentage equivalent of a fraction, the numerator of which is the sum of the aggregate Certificate Principal Balance of the Floating Rate Certificates and the Class C Certificates and the denominator of which is the aggregate Stated Principal Balance of the Mortgage Loans, calculated prior to taking into account payments of principal on the Mortgage Loans and distribution of the Principal Distribution Amount to the Holders of the Certificates then entitled to distributions of principal on such Distribution Date.
“Credit Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado corporation, formerly known as The Murrayhill Company, and its successors and assigns.
“Credit Risk Management Agreement”: Each Credit Risk Management Agreement, dated November 29, 2005, between the Servicers and the Credit Risk Manager.
“Credit Risk Manager Fee” for any Distribution Date is the premium payable to the Credit Risk Manager at the Credit Risk Manager Fee Rate on the then current aggregate principal balance of the Mortgage Loans.
“Credit Risk Manager Fee Rate” for any Distribution Date is 0.0135% per annum.
“Custodian”: JPMorgan Trust Company, National Association, as custodian of the Mortgage Files, or any successor thereto.
“Cut-off Date”: With respect to each Original Mortgage Loan, November 1, 2005.
“Cut-off Date Principal Balance”: With respect to any Mortgage Loan, the unpaid Stated Principal Balance thereof as of the Cut-off Date of such Mortgage Loan (or as of the applicable date of substitution with respect to a Qualified Substitute Mortgage Loan), after giving effect to scheduled payments due on or before the Cut-off Date, whether or not received.
“Debt Service Reduction”: With respect to any Mortgage Loan, a reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of competent jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction resulting from a Deficient Valuation.
“Deficient Valuation”: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding Stated Principal Balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.
“Definitive Certificates”: As defined in Section 5.02(c) hereof.
“Deleted Mortgage Loan”: A Mortgage Loan replaced or to be replaced by one or more Qualified Substitute Mortgage Loans.
“Delinquency Percentage”: For any Distribution Date, the percentage obtained by dividing (x) the aggregate Stated Principal Balance of Mortgage Loans that are Delinquent 60 days or more, that are in foreclosure or that are REO Properties by (y) the aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month.
“Delinquent”: A Mortgage Loan is “Delinquent” if any payment due thereon is not made by the Mortgagor by the close of business on the related Due Date. A Mortgage Loan is “30 days Delinquent” if such payment has not been received by the close of business on the corresponding day of the month immediately succeeding the month in which such payment was due, or, if there is no such corresponding day (e.g., as when a 30-day month follows a 31-day month in which a payment was due on the 31st day of such month) then on the last day of such immediately succeeding month. Similarly for “60 days Delinquent,” “90 days Delinquent” and so on.
“Depositor”: Financial Asset Securities Corp., a Delaware corporation, or any successor in interest.
“Depository”: The initial Depository shall be The Depository Trust Company, whose nominee is Cede & Co., or any other organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The Depository shall initially be the registered Holder of the Book-Entry Certificates. The Depository shall at all times be a “clearing corporation” as defined in Section 8-102(3) of the Uniform Commercial Code of the State of New York.
“Depository Participant”: A broker, dealer, bank or other financial institution or other person for whom from time to time a Depository effects book-entry transfers and pledges of securities deposited with the Depository.
“Determination Date”: With respect to any Distribution Date, the 15th day of the calendar month in which such Distribution Date occurs or, if such 15th day is not a Business Day, the Business Day immediately preceding such 15th day.
“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof, the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers, the performance of any construction work thereon or any use of such REO Property in a trade or business conducted by any REMIC other than through an Independent Contractor; provided, however, that the Trustee (or the related Servicer on behalf of the Trustee) shall not be considered to Directly Operate an REO Property solely because the Trustee (or the related Servicer on behalf of the Trustee) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property.
“Disqualified Organization”: A “disqualified organization” under Section 860E of the Code, which as of the Closing Date is any of: (i) the United States, any state or political subdivision thereof, any foreign government, any international organization, or any agency or instrumentality of any of the foregoing, (ii) any organization (other than a cooperative described in Section 521 of the Code) which is exempt from the tax imposed by Chapter 1 of the Code unless such organization is subject to the tax imposed by Section 511 of the Code, (iii) any organization described in Section 1381(a)(2)(C) of the Code, (iv) an “electing large partnership” within the meaning of Section 775 of the Code or (v) any other Person so designated by the Trustee based upon an Opinion of Counsel provided by nationally recognized counsel to the Trustee that the holding of an ownership interest in a Residual Certificate by such Person may cause any REMIC formed hereunder or any Person having an ownership interest in any Class of Certificates (other than such Person) to incur liability for any federal tax imposed under the Code that would not otherwise be imposed but for the transfer of an ownership interest in the Residual Certificate to such Person. A corporation will not be treated as an instrumentality of the United States or of any state or political subdivision thereof, if all of its activities are subject to tax and a majority of its board of directors is not selected by a governmental unit. The term “United States”, “state” and “international organizations” shall have the meanings set forth in Section 7701 of the Code.
“Distribution Account”: The trust account or accounts created and maintained by the Trustee pursuant to Section 3.10(b) which shall be entitled “Distribution Account, JPMorgan Chase Bank, N.A. as Trustee, in trust for the registered Certificateholders of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1” and which must be an Eligible Account.
“Distribution Date”: The 25th day of any calendar month, or if such 25th day is not a Business Day, the Business Day immediately following such 25th day, commencing in December 2005.
“Due Date”: With respect to each Mortgage Loan and any Distribution Date, the first day of the calendar month in which such Distribution Date occurs on which the Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage Loan under the terms of which the Monthly Payment for such Mortgage Loan was due on a day other than the first day of the calendar month in which such Distribution Date occurs, the day during the related Due Period on which such Monthly Payment was due), exclusive of any days of grace.
“Due Period”: With respect to any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs.
“Eligible Account”: Any of (i) an account or accounts maintained with a federal or state chartered depository institution or trust company the short-term unsecured debt obligations of which (or, in the case of a depository institution or trust company that is the principal subsidiary of a holding company, the short-term unsecured debt obligations of such holding company) are rated A-1 by S&P, P-1 by Xxxxx’x and F-1 by Fitch (or comparable ratings if S&P, Xxxxx’x and Fitch are not the Rating Agencies) at the time any amounts are held on deposit therein, (ii) an account or accounts the deposits in which are fully insured by the FDIC (to the limits established by such corporation), the uninsured deposits in which account are otherwise secured such that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each Rating Agency, the Certificateholders will have a claim with respect to the funds in such account or a perfected first priority security interest against such collateral (which shall be limited to Permitted Investments) securing such funds that is superior to claims of any other depositors or creditors of the depository institution with which such account is maintained, (iii) a trust account or accounts maintained with the trust department of a federal or state chartered depository institution, national banking association or trust company acting in its fiduciary capacity or (iv) an account otherwise acceptable to each Rating Agency without reduction or withdrawal of their then current ratings of the Certificates as evidenced by a letter from each Rating Agency to the Trustee. Eligible Accounts may bear interest.
“ERISA”: The Employee Retirement Income Security Act of 1974, as amended.
“Escrow Account”: The account or accounts created and maintained pursuant to Section 3.09.
“Escrow Payments”: The amounts constituting ground rents, taxes, assessments, water rates, fire and hazard insurance premiums and other payments required to be escrowed by the Mortgagor with the mortgagee pursuant to any Mortgage Loan.
“Excess Overcollateralized Amount”: With respect to the Floating Rate Certificates and any Distribution Date, the excess, if any, of (i) the Overcollateralized Amount for such Distribution Date, assuming that 100% of the Principal Remittance Amount is applied
as a principal payment on such Distribution Date over (ii) the Overcollateralization Target Amount for such Distribution Date.
“Extra Principal Distribution Amount”: With respect to any Distribution Date, the lesser of (x) the Monthly Interest Distributable Amount distributable on the Class C Certificates on such Distribution Date as reduced by Realized Losses allocated thereto with respect to such Distribution Date pursuant to Section 4.08 and (y) the Overcollateralization Deficiency Amount for such Distribution Date.
“Xxxxxx Mae”: Federal National Mortgage Association or any successor thereto.
“FDIC”: Federal Deposit Insurance Corporation or any successor thereto.
“Final Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property purchased by the Originator or the related Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01), a determination made by the related Servicer that all Insurance Proceeds, Net Liquidation Proceeds and other payments or recoveries which the related Servicer, in its reasonable good faith judgment, expects to be finally recoverable in respect thereof have been so recovered. Each Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination made thereby.
“Fitch”: Fitch Ratings, or its successor in interest.
“Fixed-Rate Mortgage Loan”: A first or second lien Mortgage Loan which provides for a fixed Mortgage Rate payable with respect thereto. The Fixed-Rate Mortgage Loans are identified as such on the Mortgage Loan Schedule.
“Fixed Rate Certificates”: The Class A Certificates.
“Floating Rate Certificates”: The Mezzanine Certificates and the Class B Certificates.
“Formula Rate”: For any Distribution Date and the Floating Rate Certificates, the lesser of (i) the sum of LIBOR plus the related Certificate Margin and (ii) the Maximum Cap Rate.
“Xxxxxxx Mac”: The Federal Home Loan Mortgage Corporation, or any successor thereto.
“Gross Margin”: With respect to each Adjustable-Rate Mortgage Loan, the fixed percentage set forth in the related Mortgage Note that is added to the Index on each Adjustment Date in accordance with the terms of the related Mortgage Note used to determine the Mortgage Rate for such Adjustable-Rate Mortgage Loan.
“Highest Priority”: As of any date of determination, the Class of Mezzanine Certificates or Class B Certificates then outstanding with a Certificate Principal Balance greater
than zero, with the highest priority for payments pursuant to Section 4.01, in the following order of decreasing priority: Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates.
“HomEq Mortgage Loans”: Those Mortgage Loans serviced by HomEq Servicing Corporation.
“Indenture”: An indenture relating to the issuance of notes secured by the Class C Certificates, the Class P Certificates and/or the Class R Certificates (or any portion thereof).
“Independent”: When used with respect to any specified Person, any such Person who (a) is in fact independent of the Depositor, the Servicer and their respective Affiliates, (b) does not have any direct financial interest in or any material indirect financial interest in the Depositor or either Servicer or any Affiliate thereof, and (c) is not connected with the Depositor or either Servicer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent of the Depositor or either Servicer or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any class of securities issued by the Depositor or either Servicer or any Affiliate thereof, as the case may be.
“Independent Contractor”: Either (i) any Person (other than the Servicers) that would be an “independent contractor” with respect to any of the REMICs created hereunder within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates), so long as each such REMIC does not receive or derive any income from such Person and provided that the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person (including the Servicers) if the Trustee has received an Opinion of Counsel to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.
“Index”: With respect to each Adjustable-Rate Mortgage Loan and with respect to each related Adjustment Date, the index as specified in the related Mortgage Note.
“Initial Certificate Principal Balance”: With respect to any Regular Certificate, the amount designated “Initial Certificate Principal Balance” on the face thereof.
“Insurance Proceeds”: Proceeds of any title policy, hazard policy or other insurance policy covering a Mortgage Loan, to the extent such proceeds are received by the related Servicer and are not to be applied to the restoration of the related Mortgaged Property or released to the Mortgagor in accordance with the procedures that such Servicer would follow in
servicing mortgage loans held for its own account, subject to the terms and conditions of the related Mortgage Note and Mortgage.
“Interest Determination Date”: With respect to the Floating Rate Certificates and each Accrual Period, the second LIBOR Business Day preceding the commencement of such Accrual Period.
“Interest Remittance Amount”: With respect to any Distribution Date, that portion of the Available Funds for such Distribution Date attributable to interest received or advanced with respect to the Mortgage Loans.
“Late Collections”: With respect to any Mortgage Loan, all amounts received subsequent to the Determination Date immediately following any related Due Period, whether as late payments of Monthly Payments or as Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal and/or interest due (without regard to any acceleration of payments under the related Mortgage and Mortgage Note) but delinquent on a contractual basis for such Due Period and not previously recovered.
“LIBOR”: With respect to each Accrual Period, the rate determined by the Trustee on the related Interest Determination Date on the basis of the London interbank offered rate for one-month United States dollar deposits, as such rate appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such Interest Determination Date. If such rate does not appear on Telerate Page 3750, the rate for such Interest Determination Date will be determined on the basis of the offered rates of the Reference Banks for one-month United States dollar deposits, as of 11:00 a.m. (London time) on such Interest Determination Date. The Trustee will request the principal London office of each of the Reference Banks to provide a quotation of its rate. On such Interest Determination Date, LIBOR for the related Accrual Period will be established by the Trustee as follows:
(i) If on such Interest Determination Date two or more Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the arithmetic mean of such offered quotations (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%); and
(ii) If on such Interest Determination Date fewer than two Reference Banks provide such offered quotations, LIBOR for the related Accrual Period shall be the higher of (i) LIBOR as determined on the previous Interest Determination Date and (ii) the Reserve Interest Rate.
“LIBOR Business Day”: Any day on which banks in London, England and The City of New York are open and conducting transactions in foreign currency and exchange.
“Liquidated Mortgage Loan”: As to any Distribution Date, any Mortgage Loan in respect of which the related Servicer has determined, in its reasonable judgment, as of the end of the related Prepayment Period, that all Liquidation Proceeds which it expects to recover with respect to the liquidation of the Mortgage Loan or disposition of the related REO Property have
been recovered or (ii) any Mortgage Loan that is a second lien Mortgage Loan (1) that is delinquent 180 days or longer, (2) for which the related first lien mortgage loan is not a Mortgage Loan, and (3) as to which the related Servicer has made a Final Recovery Determination.
“Liquidation Event”: With respect to any Mortgage Loan, any of the following events: (i) such Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made as to such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund by reason of its being purchased, sold or replaced pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO Property, either of the following events: (i) a Final Recovery Determination is made as to such REO Property or (ii) such REO Property is removed from the Trust Fund by reason of its being sold or purchased pursuant to Section 3.23 or Section 10.01.
“Liquidation Proceeds”: The amount (other than amounts received in respect of the rental of any REO Property prior to REO Disposition) received by the related Servicer in connection with (i) the taking of all or a part of a Mortgaged Property by exercise of the power of eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c), Section 3.23 or Section 10.01.
“Loan-to-Value Ratio”: As of any date and as to any Mortgage Loan, the fraction, expressed as a percentage, the numerator of which is the Stated Principal Balance of the Mortgage Loan and the denominator of which is the Value of the related Mortgaged Property.
“Lockout Certificate Percentage”: With respect to the Class A-6 Certificates and any Distribution Date, a percentage equal to the Certificate Principal Balance of the Class A-6 Certificates immediately prior to such Distribution Date divided by the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date.
“Lockout Distribution Percentage”: With respect to the Class A-6 Certificates and any Distribution Date, the indicated percentage of the Lockout Certificate Percentage for such Distribution Date:
Distribution Date Occurring In |
Percentage |
December 2005 through November 2008 |
0% |
December 2008 through November 2010 |
45% |
December 2010 through November 2011 |
80% |
December 2011 through November 2012 |
100% |
December 2012 and thereafter |
300% |
“Losses”: As defined in Section 9.03.
“Lost Note Affidavit”: With respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost, misplaced or destroyed and has not been replaced, an affidavit from the Originator certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note) and
indemnifying the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note in the form of Exhibit H hereto.
“Majority Certificateholders”: The Holders of Certificates evidencing at least 51% of the Voting Rights.
“Marker Rate”: With respect to the Class C Interest and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ, with the rate on each such REMIC 1 Regular Interest (other than REMIC 1 Regular Interest LTZZ) subject to a cap equal to the lesser of (i) the Pass-Through Rate for the related Corresponding Certificate (without regard to the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this calculation; and with the rate on REMIC 1 Regular Interest LTZZ subject to a cap of zero for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to each such REMIC 1 Regular Interest (other than REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTA5, REMIC I Regular Interest LTA6 and REMIC 1 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.
“Master Agreement”: The Master Mortgage Loan Purchase and Interim Servicing Agreement, dated June 1, 2004, among Xxxxxxx Street Funding II, LLC, the Originator and the Seller.
“Maximum Cap Rate”: For any Distribution Date and the Floating Rate Certificates, a per annum rate equal to the product of (x) the weighted average of the Adjusted Net Maximum Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Mortgage Loans as of the first day of the month preceding the month of such Distribution Date and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.
“Maximum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the maximum Mortgage Rate thereunder.
“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (a) accrued interest at the Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest LTZZ for such Distribution Date on a balance equal to the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ minus
the REMIC 1 Overcollateralization Amount, in each case for such Distribution Date, over (b) the sum of the Uncertificated Accrued Interest on REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTB2 with the rate on each such REMIC 1 Regular Interest subject to a cap equal to the lesser of (i) the Pass-Through Rate for the related Corresponding Certificate (without regard to the Net WAC Rate) and (ii) the Net WAC Rate for the purpose of this calculation; provided, however, that for this purpose, calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to each such REMIC 1 Regular Interest (other than REMIC I Regular Interest LTA1, REMIC I Regular Interest LTA2, REMIC I Regular Interest LTA3, REMIC I Regular Interest LTA4, REMIC I Regular Interest LTA5, REMIC I Regular Interest LTA6) shall be multiplied by a fraction, the numerator of which is the actual number of days elapsed in the related Accrual Period and the denominator of which is 30.
“MERS”: Mortgage Electronic Registration Systems, Inc., a corporation organized and existing under the laws of the State of Delaware, or any successor thereto.
“MERS® System”: The system of recording transfers of Mortgages electronically maintained by MERS.
“Mezzanine Certificate”: Any Class M-1 Certificate, Class M-2 Certificate, Class M-3 Certificate, Class M-4 Certificate, Class M-5 Certificate, Class M-6 Certificate, Class M-7 Certificate, Class M-8 Certificate, Class M-9 Certificate or Class M-10 Certificate.
“MIN”: The Mortgage Identification Number for Mortgage Loans registered with MERS on the MERS® System.
“Minimum Mortgage Rate”: With respect to each Adjustable-Rate Mortgage Loan, the percentage set forth in the related Mortgage Note as the minimum Mortgage Rate thereunder.
“MOM Loan”: With respect to any Mortgage Loan, MERS acting as the mortgagee of such Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and its successors and assigns, at the origination thereof.
“Monthly Interest Distributable Amount”: With respect to the Fixed Rate Certificates, the Floating Rate Certificates and the Class C Certificates and any Distribution Date, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balance (or Notional Amount in the case of the Class C Certificates) of such Class immediately prior to such Distribution Date, in each case, reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such
Certificate based on its respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).
“Monthly Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of principal and interest on such Mortgage Loan which is payable by the related Mortgagor from time to time under the related Mortgage Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect to such Mortgage Loan and (ii) any modifications to a Mortgage Loan pursuant to Section 3.07 and (iii) any reduction in the amount of interest collectible from the related Mortgagor pursuant to the Relief Act; (b) without giving effect to any extension granted or agreed to by the related Servicer pursuant to Section 3.07; and (c) on the assumption that all other amounts, if any, due under such Mortgage Loan are paid when due.
“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.
“Mortgage”: The mortgage, deed of trust or other instrument creating a first or second lien on, or first or second priority security interest in, a Mortgaged Property securing a Mortgage Note.
“Mortgage File”: The mortgage documents listed in Section 2.01 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.
“Mortgage Loan”: Each mortgage loan transferred and assigned to the Trustee pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage Loan Schedule.
“Mortgage Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC 1 on such date, attached hereto as Exhibit D. The Mortgage Loan Schedule shall be prepared by the Seller and shall set forth the following information with respect to each Mortgage Loan, as applicable:
|
(1) |
the Mortgage Loan identifying number; |
| |
|
(2) |
[reserved]; |
| |
|
(3) |
the state and zip code of the Mortgaged Property; | ||
(4) a code indicating whether the Mortgaged Property was represented by the borrower, at the time of origination, as being owner-occupied;
|
(5) |
the type of Residential Dwelling constituting the Mortgaged Property; | |
|
(6) |
the original months to maturity; |
|
(7) the stated remaining months to maturity from the Cut-off Date based on the original amortization schedule;
|
(8) |
the Loan-to-Value Ratio at origination; |
|
|
(9) |
the Mortgage Rate in effect immediately following the Cut-off Date; |
(10) the date on which the first Monthly Payment was due on the Mortgage Loan;
|
(11) |
the stated maturity date; |
|
|
(12) |
the amount of the Monthly Payment at origination; |
(13) the amount of the Monthly Payment due on the first Due Date after the Cut- off Date;
(14) the last Due Date on which a Monthly Payment was actually applied to the unpaid Stated Principal Balance;
|
(15) |
the original principal balance of the Mortgage Loan; |
(16) the Stated Principal Balance of the Mortgage Loan as of the Close of Business on the Cut-off Date;
(17) a code indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term refinancing, cash-out refinancing);
|
(18) |
the Mortgage Rate at origination; |
(19) a code indicating the documentation program (i.e., full documentation, limited income verification, no income verification, alternative income verification);
|
(20) |
the risk grade; |
| |
|
(21) |
the Value of the Mortgaged Property; |
| |
|
(22) |
the sale price of the Mortgaged Property, if applicable; | ||
(23) the actual unpaid Principal Balance of the Mortgage Loan as of the Cut-off Date;
|
(24) |
the type and term of the related Prepayment Charge; |
(25) with respect to any Adjustable-Rate Mortgage Loan, the rounding code, the Minimum Mortgage Rate, the Maximum Mortgage Rate, the Gross Margin, the next Adjustment Date and the Periodic Rate Cap; and
|
(26) |
the program code. |
The Mortgage Loan Schedule shall set forth the following information, with respect to the Mortgage Loans as of the Cut-off Date: (1) the number of Mortgage Loans (separately identifying the number of Fixed-Rate Mortgage Loans and the number of Adjustable-Rate Mortgage Loans); (2) the current Stated Principal Balance of the Mortgage Loans; (3) the weighted average Mortgage Rate of the Mortgage Loans and (4) the weighted average remaining term to maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to time by the Seller in accordance with the provisions of this Agreement. With respect to any Qualified Substitute Mortgage Loan, Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan, determined in accordance with the definition of Cut-off Date herein.
“Mortgage Note”: The original executed note or other evidence of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
“Mortgage Pool”: The pool of Mortgage Loans, identified on Exhibit D from time to time, and any REO Properties acquired in respect thereof.
“Mortgage Rate”: With respect to each Fixed-Rate Mortgage Loan, the rate set forth in the related Mortgage Note. With respect to each Adjustable-Rate Mortgage Loan, the annual rate at which interest accrues on such Mortgage Loan from time to time in accordance with the provisions of the related Mortgage Note, which rate (A) as of any date of determination until the first Adjustment Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following the Cut-off Date and (B) as of any date of determination thereafter shall be the rate as adjusted on the most recent Adjustment Date, to equal the sum, rounded to the next highest or nearest 0.125% (as provided in the Mortgage Note), of the Index, determined as set forth in the related Mortgage Note, plus the related Gross Margin subject to the limitations set forth in the related Mortgage Note. With respect to each Mortgage Loan that becomes an REO Property, as of any date of determination, the annual rate determined in accordance with the immediately preceding sentence as of the date such Mortgage Loan became an REO Property.
“Mortgaged Property”: The underlying property securing a Mortgage Loan, including any REO Property, consisting of a fee simple estate in a parcel of real property improved by a Residential Dwelling.
“Mortgagor”: The obligor on a Mortgage Note.
“Net Liquidation Proceeds”: With respect to any Liquidated Mortgage Loan or any other disposition of related Mortgaged Property (including REO Property), the related Liquidation Proceeds and Insurance Proceeds net of Advances, Servicing Advances, Servicing Fees and any other accrued and unpaid servicing fees or ancillary income received and retained in connection with the liquidation of such Mortgage Loan or Mortgaged Property.
“Net Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount for such Distribution Date and (b) the excess of (x) Available Funds for such Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly Interest Distributable Amounts for the Fixed Rate Certificates and the Floating Rate
Certificates, (B) the Unpaid Interest Shortfall Amounts for the Class A Certificates and (C) the Principal Remittance Amount.
“Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO Property), as of any date of determination, a per annum rate of interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus the Servicing Fee Rate.
“Net Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of any Prepayment Interest Shortfalls for such date over the related Compensating Interest.
“Net WAC Rate”: For any Distribution Date and the Fixed Rate Certificates, a per annum rate equal to the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Mortgage Loans as of the first day of the month preceding the month of such Distribution Date.
For any Distribution Date and the Floating Rate Certificates, a per annum rate equal to the product of (x) the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Mortgage Loans as of the first day of the month preceding the month of such Distribution Date and (y) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days elapsed in the related Accrual Period.
For federal income tax purposes, the economic equivalent of such rate shall be expressed as the weighted average of the REMIC 1 Pass-Through Rates on the REMIC 1 Regular Interests, weighted on the basis of the Uncertificated Principal Balance of each such REMIC 1 Regular Interest.
“Net WAC Rate Carryover Amount”: With respect to the Fixed Rate Certificates and the Floating Rate Certificates and any Distribution Date, the sum of (A) the positive excess of (i) the amount of interest accrued on such Class of Certificates on such Distribution Date calculated at the related Pass-Through Rate (without regard to the Net WAC Rate), over (ii) the amount of interest accrued on such Class of Certificates at the Net WAC Rate for such Distribution Date and (B) the Net WAC Rate Carryover Amount for the previous Distribution Date not previously paid, together with interest thereon at a rate equal to the related Pass-Through Rate (without regard to the Net WAC Rate) for such Class of Certificates for such Distribution Date and for such Accrual Period.
“Net WAC Rate Carryover Reserve Account”: The account established and maintained pursuant to Section 4.06.
“New Lease”: Any lease of REO Property entered into on behalf of the Trust, including any lease renewed or extended on behalf of the Trust if the Trust has the right to renegotiate the terms of such lease.
“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Property that, in the good faith
business judgment of the related Servicer, will not be ultimately recoverable from Late Collections, Insurance Proceeds, Liquidation Proceeds or condemnation proceeds on such Mortgage Loan or REO Property as provided herein.
“Notional Amount”: Immediately prior to any Distribution Date with respect to the Class C Interest, the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interests (other than the REMIC 1 Regular Interest LTP).
“Officers’ Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a vice president (however denominated), and by the Treasurer, the Secretary, or one of the assistant treasurers or assistant secretaries of a Servicer, the Originator or the Depositor, as applicable.
“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be a salaried counsel for the Depositor or either Servicer, acceptable to the Trustee, except that any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC or (b) compliance with the REMIC Provisions must be an opinion of Independent counsel.
“Optional Termination Date”: The first Distribution Date on which the Terminator may opt to terminate the Trust Fund pursuant to Section 10.01.
“Original Class Certificate Principal Balance”: With respect to the Fixed Rate Certificates, the Floating Rate Certificates, the Class C Certificates, the Class C Interest, the Class P Certificates and the Class P Interest, the corresponding amounts set forth opposite such Class above in the Preliminary Statement.
“Original Mortgage Loan”: Any of the Mortgage Loans included in the Trust Fund as of the Closing Date. The aggregate principal balance of the Original Mortgage Loans as of the Cut-off Date is equal to $569,898,401.16.
“Original Notional Amount”: With respect to the Class C Interest, $569,898,301.16.
“Originator”: Centex Home Equity Company, LLC, a Delaware corporation, or its successor in interest.
“Overcollateralization Deficiency Amount”: With respect to any Distribution Date, the amount, if any, by which the Overcollateralization Target Amount exceeds the Overcollateralized Amount on such Distribution Date (assuming that 100% of the Principal Remittance Amount is applied as a principal distribution on such Distribution Date).
“Overcollateralization Floor”: With respect to the Fixed Rate Certificates and the Floating Rate Certificates, $2,849,492.01.
“Overcollateralization Release Amount”: With respect to any Distribution Date, the lesser of (x) the Principal Remittance Amount for such Distribution Date and (y) the Excess Overcollateralized Amount.
“Overcollateralization Target Amount”: With respect to any Distribution Date, (i) prior to the Stepdown Date, 1.35% of the aggregate Stated Principal Balance of the Original Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date provided a Trigger Event is not in effect, the greater of (A) 2.70% of the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the Overcollateralization Floor and (iii) on or after the Stepdown Date if a Trigger Event is in effect, the Overcollateralization Target Amount for the immediately preceding Distribution Date. Notwithstanding the foregoing, on and after any Distribution Date following the reduction of the aggregate Certificate Principal Balance of the Fixed Rate Certificates and the Floating Rate Certificates to zero, the Overcollateralization Target Amount shall be zero.
“Overcollateralized Amount”: For any Distribution Date, the amount equal to (i) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus (ii) the sum of the aggregate Certificate Principal Balance of the Fixed Rate Certificates, the Floating Rate Certificates and the Class P Certificates as of such Distribution Date after giving effect to distributions to be made on such Distribution Date.
“Ownership Interest”: As to any Certificate, any ownership or security interest in such Certificate, including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial, as owner or as pledgee.
“Pass-Through Rate”: With respect to the Fixed Rate Certificates and any Distribution Date, the lesser of (x) the related fixed rate per annum set forth below for such Distribution Date and (y) the Net WAC Rate for such Distribution Date.
Class |
Fixed Rate | |
(1) |
(2) | |
A-1 |
4.720% per annum |
5.220% per annum |
A-2 |
5.195% per annum |
5.695% per annum |
A-3 |
5.322% per annum |
5.822% per annum |
A-4 |
5.572% per annum |
6.072% per annum |
A-5 |
5.943% per annum |
6.443% per annum |
A-6 |
5.592% per annum |
6.092% per annum |
__________
|
(1) |
For the Accrual Period for each Distribution Date on or prior to the Optional Termination Date. |
|
(2) |
For each other Accrual Period. |
With respect to the Floating Rate Certificates and any Distribution Date, the lesser of (x) the related Formula Rate for such Distribution Date and (y) the Net WAC Rate for such Distribution Date.
With respect to the Class C Interest and any Distribution Date, a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is (x) the sum of (i) 100% of the interest on REMIC 1 Regular Interest LTP and (ii) interest on the Uncertificated
Balance of each REMIC 1 Regular Interest listed in clause (y) at a rate equal to the related Uncertificated REMIC 1 Pass-Through Rate minus the Marker Rate and the denominator of which is (y) the aggregate Uncertificated Balance of REMIC 1 Regular Interests XXXX, XXX0, XXX0, XXX0, XXX0, XXX0, XXX0, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8, LTM9, LTM10, LTB1, LTB2 and LTZZ.
With respect to the Class C Certificates, 100% of the interest distributable to the Class C Interest, expressed as a per annum rate.
“Paying Agent”: Any paying agent appointed pursuant to Section 5.05.
“Percentage Interest”: With respect to any Certificate (other than a Residual Certificate), a fraction, expressed as a percentage, the numerator of which is the Initial Certificate Principal Balance represented by such Certificate and the denominator of which is the Original Class Certificate Principal Balance of the related Class. With respect to a Residual Certificate, the portion of the Class evidenced thereby, expressed as a percentage, as stated on the face of such Certificate; provided, however, that the sum of all such percentages for each such Class totals 100%.
“Periodic Rate Cap”: With respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth in the related Mortgage Note, which is the maximum amount by which the Mortgage Rate for such Mortgage Loan may increase or decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from the Mortgage Rate in effect immediately prior to such Adjustment Date.
“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, regardless of whether issued or managed by the Depositor, the Servicers, the Trustee or any of their respective Affiliates or for which an Affiliate of the Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof, provided such obligations are backed by the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by or federal funds sold by any depository institution or trust company (including the Trustee or its agent acting in their respective commercial capacities) incorporated under the laws of the United States of America or any state thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment or contractual commitment providing for such investment, such depository institution or trust company (or, if the only Rating Agency is S&P, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) or its ultimate parent has a short-term uninsured debt rating in one of the two highest available ratings of Moody’s and the highest available rating category of Fitch and S&P and provided that
each such investment has an original maturity of no more than 365 days; and provided further that, if the only Rating Agency is S&P and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B) any other demand or time deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days with respect to any security described in clause (i) above and entered into with a depository institution or trust company (acting as principal) rated F-1+ or higher by Fitch, P-1 by Moody’s and rated A-1+ or higher by S&P, provided, however, that collateral transferred pursuant to such repurchase obligation must be of the type described in clause (i) above and must (A) be valued daily at current market prices plus accrued interest, (B) pursuant to such valuation, be equal, at all times, to 105% of the cash transferred by the Trustee in exchange for such collateral and (C) be delivered to the Trustee or, if the Trustee is supplying the collateral, an agent for the Trustee, in such a manner as to accomplish perfection of a security interest in the collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount that are issued by any corporation incorporated under the laws of the United States of America or any State thereof and that are rated by a Rating Agency in its highest long-term unsecured rating category at the time of such investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than 30 days after the date of acquisition thereof) that is rated by a Rating Agency in its highest short-term unsecured debt rating available at the time of such investment;
(vi) units of money market funds, including those money market funds managed or advised by the Trustee or its Affiliates, that have been rated “AAA” by Fitch (if rated by Fitch), “Aaa” by Moody’s and “AAA” by S&P; and
(vii) if previously confirmed in writing to the Trustee, any other demand, money market or time deposit, or any other obligation, security or investment, as may be acceptable to the Rating Agencies in writing as a permitted investment of funds backing securities having ratings equivalent to its highest initial rating of the Class A Certificates;
provided, that no instrument described hereunder shall evidence either the right to receive (a) only interest with respect to the obligations underlying such instrument or (b) both principal and interest payments derived from obligations underlying such instrument and the interest and principal payments with respect to such instrument provide a yield to maturity at par greater than 120% of the yield to maturity at par of the underlying obligations.
“Permitted Transferee”: Any transferee of a Residual Certificate other than a Disqualified Organization or a non-U.S. Person.
“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Plan”: Any employee benefit plan or certain other retirement plans and arrangements, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that are subject to ERISA or Section 4975 of the Code.
“Pool Balance”: As of any date of determination, the aggregate Stated Principal Balance of the Mortgage Loans in the Mortgage Pool as of such date.
“Prepayment Assumption”: As defined in the Prospectus Supplement.
“Prepayment Charge”: With respect to any Mortgage Loan, the charges or premiums, if any, due in connection with a full or partial Principal Prepayment of such Mortgage Loan in accordance with the terms thereof (other than any Servicer Prepayment Charge Payment Amount).
“Prepayment Charge Schedule”: As of any date, the list of Prepayment Charges on the Mortgage Loans included in the Trust Fund on such date, attached hereto as Schedule I (including the prepayment charge summary attached thereto). The Prepayment Charge Schedule shall set forth the following information with respect to each Prepayment Charge:
|
(i) |
the Mortgage Loan identifying number; |
| |
|
(ii) |
a code indicating the type of Prepayment Charge; |
| |
|
(iii) |
the state of origination of the related Mortgage Loan; | ||
(iv) the date on which the first monthly payment was due on the related Mortgage Loan;
|
(v) |
the term of the related Prepayment Charge; and |
(vi) the Stated Principal Balance of the related Mortgage Loan as of the Cut-off Date.
“Prepayment Interest Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a voluntary Principal Prepayment in full on the first day of the calendar month in which such Distribution Date occurs (in the case of the Centex Mortgage Loans) or during the portion of the related Prepayment Period occurring between the first day and the 15th day of the calendar month in which such Distribution Date occurs (in the
case of the HomEq Mortgage Loans), an amount equal to interest (to the extent received) at the applicable Net Mortgage Rate on the amount of such Principal Prepayment for the number of days commencing on the first day of the calendar month in which such Distribution Date occurs and ending on the date on which such prepayment is so applied.
“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment in full during the portion of the related Prepayment Period occurring from the first day of the related Prepayment Period through the last day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to interest on the amount of such Principal Prepayment for the number of days commencing on the date such Principal Prepayment was applied and ending on the last day of the calendar month preceding the month in which such Distribution Date occurs.
“Prepayment Period”: With respect to the Centex Mortgage Loans and any Distribution Date, the period commencing on the second day of the month preceding the month in which such Distribution Date occurs and ending on the first day of the month in which such Distribution Date occurs. With respect to the HomEq Mortgage Loans and any Distribution Date and any voluntary Principal Prepayment in full, the period commencing on the 16th day of the calendar month preceding the calendar month in which such Distribution Date (and in the case of the first Distribution Date, commencing on November 1, 2005) occurs and ending on the 15th day of the calendar month in which such Distribution Date occurs and for any Distribution Date and any Principal Prepayment in part or any involuntary Principal Prepayment (i.e., liquidation), the calendar month preceding the month in which such Distribution Date occurs.
“Principal Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any day, the related Cut-off Date Principal Balance, minus all collections credited against the Cut-off Date Principal Balance of any such Mortgage Loan. For purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have a Principal Balance equal to the Principal Balance of the related Mortgage Loan as of the final recovery of related Liquidation Proceeds and a Principal Balance of zero thereafter. As to any REO Property and any day, the Principal Balance of the related Mortgage Loan immediately prior to such Mortgage Loan becoming REO Property minus any REO Principal Amortization received with respect thereto on or prior to such day.
“Principal Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Basic Principal Distribution Amount for such Distribution Date and (ii) the Extra Principal Distribution Amount for such Distribution Date.
“Principal Prepayment”: Any payment of principal made by the Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due Date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any Due Date in any month or months subsequent to the month of prepayment.
“Principal Remittance Amount”: With respect to any Distribution Date, that portion of Available Funds equal to the sum of (i) each scheduled payment of principal collected or advanced on the Mortgage Loans by the related Servicer that was due during the related Due
Period, (ii) the principal portion of all partial and full Principal Prepayments of the Mortgage Loans applied by the related Servicer during the related Prepayment Period, (iii) the principal portion of all related Net Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries received during the related Prepayment Period, (iv) that portion of the Purchase Price, representing principal of any repurchased Mortgage Loan, deposited in the Collection Account during the related Prepayment Period, (v) the principal portion of any related Substitution Adjustments deposited in the Collection Account during the related Prepayment Period and (vi) on the Distribution Date on which the Trust Fund is to be terminated pursuant to Section 10.01, that portion of the Termination Price, in respect of principal.
“Prospectus Supplement”: That certain Prospectus Supplement dated November 22, 2005 relating to the public offering of the Class A Certificates and the Mezzanine Certificates.
“Purchase Price”: With respect to any Mortgage Loan or REO Property to be purchased by the Seller or either Servicer pursuant to or as contemplated by Section 2.03, Section 3.16(c) or Section 10.01, and as confirmed by an Officers’ Certificate from the party purchasing the Mortgage Loan to the Trustee, an amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as of the date of purchase (or such other price as provided in Section 10.01), (ii) in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an Advance by the related Servicer, which payment or Advance had as of the date of purchase been distributed pursuant to Section 4.01, through the end of the calendar month in which the purchase is to be effected, and (y) an REO Property, the sum of (1) accrued interest on such Stated Principal Balance at the applicable Mortgage Rate in effect from time to time from the Due Date as to which interest was last covered by a payment by the Mortgagor or an advance by the related Servicer through the end of the calendar month immediately preceding the calendar month in which such REO Property was acquired, plus (2) REO Imputed Interest for such REO Property for each calendar month commencing with the calendar month in which such REO Property was acquired and ending with the calendar month in which such purchase is to be effected, net of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had been distributed as or to cover REO Imputed Interest pursuant to Section 4.04, (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts previously withdrawn from the related Collection Account in respect of such Mortgage Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage Loan required to be purchased pursuant to Section 2.03, expenses reasonably incurred or to be incurred by the related Servicer or the Trustee in respect of the breach or defect giving rise to the purchase obligation, including any costs and damages incurred by the Trust Fund in connection with any violation by such loan of any predatory or abusive lending law. With respect to the Originator and any Mortgage Loan or REO Property to be purchased pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by a certificate of a Servicing Officer to the Trustee, an amount equal to the amount set forth pursuant to the terms of the Master Agreement.
“Qualified Insurer”: Any insurance company acceptable to Xxxxxx Xxx.
“Qualified Substitute Mortgage Loan”: With respect to the Seller, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of this Agreement which must, on the date of such substitution, (i) have an outstanding Stated Principal Balance (or in the case of a substitution of more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Stated Principal Balance), after application of all scheduled payments of principal and interest due during or prior to the month of substitution, not in excess of, and not more than 5% less than, the outstanding Stated Principal Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs, (ii) have a Mortgage Rate not less than (and not more than one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining term to maturity not greater than (and not more than one year less than) that of the Deleted Mortgage Loan, (viii) be current as of the date of substitution, (ix) have a Loan-to-Value Ratio as of the date of substitution equal to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading determined by the Originator at least equal to the risk grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the Originator in accordance with the same underwriting criteria and guidelines as the Deleted Mortgage Loan and (xii) conform to each representation and warranty assigned to the Depositor pursuant to the Assignment Agreement applicable to the Deleted Mortgage Loan. In the event that one or more mortgage loans are substituted for one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof shall be determined on the basis of aggregate Stated Principal Balance, the Mortgage Rates described in clauses (ii) through (vi) hereof shall be satisfied for each such mortgage loan, the risk gradings described in clause (x) hereof shall be satisfied as to each such mortgage loan, the terms described in clause (viii) hereof shall be determined on the basis of weighted average remaining term to maturity (provided that no such mortgage loan may have a remaining term to maturity longer than the Deleted Mortgage Loan), the Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as to each such mortgage loan and, except to the extent otherwise provided in this sentence, the representations and warranties described in clause (xiv) hereof must be satisfied as to each Qualified Substitute Mortgage Loan or in the aggregate, as the case may be. With respect to the Originator, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms of the Master Agreement which must, on the date of such substitution conform to the terms set forth in the Master Agreement.
“Rating Agency or Rating Agencies”: Xxxxx’x, Fitch and S&P or their successors. If such agencies or their successors are no longer in existence, “Rating Agencies” shall be such nationally recognized statistical rating agencies, or other comparable Persons, designated by the Depositor, notice of which designation shall be given to the Trustee and Servicers.
“Realized Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized equal to the portion of the Stated Principal Balance remaining unpaid after application of all Net Liquidation Proceeds in respect of such Mortgage Loan. If the related Servicer receives Subsequent Recoveries with respect to any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage Loan will be reduced to the extent such recoveries are applied to principal distributions on any Distribution Date.
“Record Date”: With respect to (i) the Fixed Rate Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates, the Close of Business on the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs and (ii) the Floating Rate Certificates, the Close of Business on the Business Day immediately preceding the related Distribution Date; provided, however, that following the date on which Definitive Certificates for a Floating Rate Certificate are available pursuant to Section 5.02, the Record Date for such Certificates shall be the last Business Day of the calendar month preceding the month in which the related Distribution Date occurs.
“Reference Banks”: Those banks (i) with an established place of business in London, England, (ii) not controlling, under the control of or under common control with the Originator or either Servicer or any Affiliate thereof and (iii) which have been designated as such by the Trustee; provided, however, that if fewer than two of such banks provide a LIBOR rate, then any leading banks selected by the Trustee which are engaged in transactions in United States dollar deposits in the international Eurocurrency market.
“Refinanced Mortgage Loan”: A Mortgage Loan the proceeds of which were not used to purchase the related Mortgaged Property.
“Regular Certificate”: Any of the Fixed Rate Certificates, Floating Rate Certificates, Class C Certificates or Class P Certificates.
“Reimbursement Amount”: As defined in Section 3.29.
“Relief Act”: The Servicemembers Civil Relief Act, as amended, or any similar state or local laws providing for similar relief.
“Relief Act Interest Shortfall”: With respect to any Distribution Date, for any Mortgage Loan with respect to which there has been a reduction in the amount of interest collectible thereon for the most recently ended Due Period as a result of the application of the Relief Act, the amount by which (i) interest collectible on such Mortgage Loan during such Due Period is less than (ii) one month’s interest on the Stated Principal Balance of such Mortgage Loan at the Mortgage Rate for such Mortgage Loan before giving effect to the application of the Relief Act.
“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.
“REMIC 1”: The segregated pool of assets subject hereto, constituting the primary trust created hereby and to be administered hereunder, with respect to which a REMIC
election is to be made consisting of: (i) such Mortgage Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto, and together with all collections thereon and proceeds thereof, (ii) any REO Property, together with all collections thereon and proceeds thereof, (iii) the Trustee’s rights with respect to the Mortgage Loans under all insurance policies required to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the Depositor’s rights under the Assignment Agreement (including any security interest created thereby) and (v) the Collection Account, the Distribution Account (subject to the last sentence of this definition) and any REO Account and such assets that are deposited therein from time to time and any investments thereof, together with any and all income, proceeds and payments with respect thereto. Notwithstanding the foregoing, however, a REMIC election will not be made with respect to the Net WAC Rate Carryover Reserve Account, the Cap Contract or any Servicer Prepayment Charge Payment Amounts.
“REMIC 1 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.
“REMIC 1 Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target Amount.
“REMIC 1 Overcollateralization Amount”: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests (other than REMIC 1 Regular Interest LTP) minus (ii) the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTB2, in each case as of such date of determination.
“REMIC 1 Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) 1 minus a fraction, the numerator of which is two times the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTB2 and the denominator of which is the aggregate Uncertificated Principal Balance of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest
LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ.
“REMIC 1 Regular Interests”: One of the separate non-certificated beneficial ownership interests in REMIC 1 issued hereunder and designated as a Regular Interest in REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall be entitled to distributions of principal, subject to the terms and conditions hereof, in an aggregate amount equal to its initial Uncertificated Principal Balance as set forth in the Preliminary Statement hereto. The following is a list of each of the REMIC 1 Regular Interests: REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP.
“REMIC 2”: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-2 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 3”: The segregated pool of assets consisting of all of the Class C Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Class R-X Certificate (in respect of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC 4”: The segregated pool of assets consisting of all of the Class P Interest conveyed in trust to the Trustee, for the benefit of the Holders of the Regular Certificates and the Class R-X Certificate (in respect of the Class R-4 Interest), pursuant to Article II hereunder, and all amounts deposited therein, with respect to which a separate REMIC election is to be made.
“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits which appear at Section 860A through 860G of Subchapter M of Chapter 1 of the Code, and related provisions, and regulations and rulings promulgated thereunder, as the foregoing may be in effect from time to time.
“Remittance Report”: A report prepared by each Servicer and delivered to the Trustee pursuant to Section 4.04.
“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code.
“REO Account”: The account or accounts maintained by each Servicer in respect of an REO Property pursuant to Section 3.23.
“REO Disposition”: The sale or other disposition of an REO Property on behalf of the Trust Fund.
“REO Imputed Interest”: As to any REO Property, for any calendar month during which such REO Property was at any time part of the Trust Fund, one month’s interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan if appropriate) as of the Close of Business on the Distribution Date in such calendar month.
“REO Principal Amortization”: With respect to any REO Property, for any calendar month, the excess, if any, of (a) the aggregate of all amounts received in respect of such REO Property during such calendar month, whether in the form of rental income, sale proceeds (including, without limitation, that portion of the Termination Price paid in connection with a purchase of all of the Mortgage Loans and REO Properties pursuant to Section 10.01 that is allocable to such REO Property) or otherwise, net of any portion of such amounts (i) payable pursuant to Section 3.23 in respect of the proper operation, management and maintenance of such REO Property or (ii) payable or reimbursable to the related Servicer pursuant to Section 3.23 for unpaid Servicing Fees in respect of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in respect of such REO Property or the related Mortgage Loan, over (b) the REO Imputed Interest in respect of such REO Property for such calendar month.
“REO Property”: A Mortgaged Property acquired by the related Servicer on behalf of the Trust Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section 3.23.
“Request for Release”: A release signed by a Servicing Officer, in the form of Exhibit E attached hereto.
“Reserve Interest Rate”: With respect to any Interest Determination Date, the rate per annum that the Trustee determines to be either (i) the arithmetic mean (rounded upwards if necessary to the nearest whole multiple of 1/16 of 1%) of the one-month United States dollar lending rates which banks in The City of New York selected by the Depositor are quoting on the relevant Interest Determination Date to the principal London offices of leading banks in the London interbank market or (ii) in the event that the Trustee can determine no such arithmetic mean, in the case of any Interest Determination Date after the initial Interest Determination Date,
the lowest one-month United States dollar lending rate which such New York banks selected by the Depositor are quoting on such Interest Determination Date to leading European banks.
“Residential Dwelling”: Any one of the following: (i) a detached one-family dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family dwelling unit in a Xxxxxx Xxx eligible condominium project, (iv) a manufactured home, or (v) a detached one-family dwelling in a planned unit development, none of which is a co-operative or mobile home.
“Residual Certificate”: The Class R Certificates and the Class R-X Certificates.
“Residual Interest”: The sole class of “residual interests” in a REMIC within the meaning of Section 860G(a)(2) of the Code.
“Responsible Officer”: When used with respect to the Trustee, any vice president, any assistant vice president, the Secretary, any assistant secretary, the Treasurer, any assistant treasurer, the Cashier, any assistant cashier, any trust officer or assistant trust officer, the Controller and any assistant controller, in each case, with direct responsibility for the transactions contemplated hereby or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and, with respect to a particular matter, to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.
“S&P”: Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., or its successor in interest.
“Seller”: Greenwich Capital Financial Products, Inc., a Delaware corporation, in its capacity as assignor under the Assignment Agreement.
“Senior Principal Distribution Amount”: The excess of (x) the aggregate Certificate Principal Balance of the Class A Certificates immediately prior to such Distribution Date over (y) the lesser of (A) the product of (i) 55.20% and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans as of the last day of the related Due Period (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) minus the Overcollateralization Floor.
“Servicer”: With respect to the Centex Mortgage Loans, Centex Home Equity Company, LLC, a Delaware limited liability company, or any successor servicer appointed as herein provided, in its capacity as a Servicer hereunder and with respect to the HomEq Mortgage Loans, HomEq Servicing Corporation, a New Jersey corporation, or any successor servicer appointed as herein provided, in its capacity as a Servicer hereunder.
“Servicer Certification”: As defined in Section 3.22(b) hereof.
“Servicer Event of Termination”: One or more of the events described in Section 7.01.
“Servicer Prepayment Charge Payment Amount”: The amounts payable by the related Servicer in respect of any waived Prepayment Charges pursuant to Section 2.05 or Section 3.01.
“Servicer Remittance Date”: With respect to any Distribution Date, the 18th day of the calendar month in which the Distribution Date occurs or, if such 18th day is not a Business Day, the Business Day preceding such 18th day.
“Servicing Advance Reimbursement Amount”: As defined in Section 3.29.
“Servicing Advances”: All customary, reasonable and necessary “out of pocket” costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the related Servicer in the performance of its servicing obligations, including, but not limited to, the cost of (i) the preservation, restoration, inspection and protection of the Mortgaged Property, (ii) any enforcement or judicial proceedings, including foreclosures, (iii) the management and liquidation of the REO Property and (iv) compliance with the obligations under Sections 3.01, 3.09, 3.14, 3.16, and 3.23. Servicing Advances also include any reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by the related Servicer in connection with executing and recording instruments of satisfaction, deeds of reconveyance or Assignments of Mortgage in connection with any foreclosure in respect of any Mortgage Loan to the extent not recovered from the related Mortgagor or otherwise payable under this Agreement. Neither Servicer shall be required to make any Servicing Advance that would be a Nonrecoverable Advance.
“Servicing Fee”: With respect to each Mortgage Loan and for any calendar month, an amount equal to the Servicing Fee Rate accrued for such month (or in the event of any Principal Prepayment in full made by the Mortgagor during such month, the Servicing Fee Rate accrued for the number of days covered by the payment of interest accompanying the Principal Prepayment in full), on the same principal amount on which interest on such Mortgage Loan accrues for such month. A portion of such Servicing Fee may be retained by any Sub-Servicer as its servicing compensation.
“Servicing Fee Rate”: 0.50% per annum.
“Servicing Officer”: Any officer of either Servicer involved in, or responsible for, the administration and servicing of Mortgage Loans, whose name and specimen signature appear on a list of servicing officers furnished by each Servicer to the Trustee and the Depositor on the Closing Date, as such list may from time to time be amended.
“Servicing Standard”: Shall mean the standards set forth in Section 3.01.
“Servicing Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the Trustee in connection with the transfer of servicing from a predecessor servicer, including, without limitation, any reasonable costs or expenses associated with the complete transfer of all servicing data and the completion, correction or manipulation of such servicing data as may be
required by the Trustee to correct any errors or insufficiencies in the servicing data or otherwise to enable the Trustee (or any successor servicer appointed pursuant to Section 7.02) to service the Mortgage Loans properly and effectively and any fees associated with MERS.
“Startup Day”: As defined in Section 9.01(b) hereof.
“Stated Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, the outstanding principal balance of such Mortgage Loan as of the Cut-off Date as shown in the Mortgage Loan Schedule, minus the sum of (i) the principal portion of each Monthly Payment due on a Due Date subsequent to the Cut-off Date to the extent received from the Mortgagor or advanced by the related Servicer and distributed pursuant to Section 4.01 on or before such date of determination, (ii) all Principal Prepayments received after the Cut-off Date to the extent distributed pursuant to Section 4.01 on or before such date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds to the extent distributed pursuant to Section 4.01 on or before such date of determination, and (iv) any Realized Loss incurred with respect thereto as a result of a Deficient Valuation made during or prior to the Due Period for the most recent Distribution Date coinciding with or preceding such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan would be distributed, zero. With respect to any REO Property: (a) as of any date of determination up to but not including the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, an amount (not less than zero) equal to the Stated Principal Balance of the related Mortgage Loan as of the date on which such REO Property was acquired on behalf of the Trust Fund, minus the aggregate amount of REO Principal Amortization in respect of such REO Property for all previously ended calendar months, to the extent distributed pursuant to Section 4.01 on or before such date of determination; and (b) as of any date of determination coinciding with or subsequent to the Distribution Date on which the proceeds, if any, of a Liquidation Event with respect to such REO Property would be distributed, zero.
“Stepdown Date”: The earlier to occur of (i) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in December 2008 and (y) the first Distribution Date on which the Credit Enhancement Percentage (calculated for this purpose only after taking into account payments of principal on the Mortgage Loans but prior to distribution of the Principal Distribution Amount to the Certificates then entitled to distributions of principal on such Distribution Date) is equal to or greater than 44.80%.
“Sub-Servicer”: Any Person with which either Servicer has entered into a Sub- Servicing Agreement and which meets the qualifications of a Sub-Servicer pursuant to Section 3.02.
“Sub-Servicing Account”: An account established by a Sub-Servicer which meets the requirements set forth in Section 3.08 and is otherwise acceptable to the related Servicer.
“Sub-Servicing Agreement”: The written contract between the related Servicer and a Sub-Servicer relating to servicing and administration of certain Mortgage Loans as provided in Section 3.02.
“Subsequent Recoveries”: As of any Distribution Date, amounts received by the related Servicer (net of any related expenses permitted to be reimbursed pursuant to Section 3.11) specifically related to a Mortgage Loan that was the subject of a liquidation or an REO Disposition prior to the related Prepayment Period that resulted in a Realized Loss.
“Substitution Adjustment”: As defined in Section 2.03(d) hereof.
“Tax Matters Person”: The tax matters person appointed pursuant to Section 9.01(e) hereof.
“Tax Returns”: The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
“Termination Price”: As defined in Section 10.01(a) hereof.
“Terminator”: As defined in Section 10.01(a) hereof.
“Trigger Event”: A Trigger Event is in effect with respect to any Distribution Date on or after the Stepdown Date if:
(a) the Delinquency Percentage exceeds 35.70% of the Credit Enhancement Percentage; or
(b) the aggregate amount of Realized Losses incurred since the Cut-off Date through the last day of the related Prepayment Period (reduced by the aggregate amount of Subsequent Recoveries received since the Cut-off Date through the last day of the related Prepayment Period) divided by the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date, exceeds the applicable percentages set forth below with respect to such Distribution Date:
Distribution Date Occurring In |
Percentage |
December 2007 through November 2008 |
1.45% for the first month, plus an additional 1/12th of 1.80% for each month thereafter. |
December 2008 through November 2009 |
3.25% for the first month, plus an additional 1/12th of 1.80% for each month thereafter. |
December 2009 through November 2010 |
5.05% for the first month, plus an additional 1/12th of 1.50% for each month thereafter. |
December 2010 through November 2011 |
6.55% for the first month, plus an additional 1/12th of 0.75% for each month thereafter. |
December 2011 and thereafter |
7.30% for each month. |
“Trust”: Soundview Home Loan Trust 2005-CTX1, the trust created hereunder.
“Trust Fund”: All of the assets of the Trust, which is the trust created hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, the Net WAC Rate Carryover Reserve Account, the Cap Contract and any Servicer Prepayment Charge Payment Amounts.
“Trustee”: JPMorgan Chase Bank, N.A. a national banking association, or any successor trustee appointed as herein provided.
“Trustee Fee”: The amount payable to the Trustee on each Distribution Date pursuant to Section 8.05 as compensation for all services rendered by it in the execution of the trust hereby created and in the exercise and performance of any of the powers and duties of the Trustee hereunder, which amount shall equal one-twelfth of the product of (i) the Trustee Fee Rate and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period); provided that the Trustee Fee shall not be less than $7,500 per annum.
“Trustee Fee Rate”: 0.0075% per annum.
“Trustee Reimbursable Expenses”: Any amounts reimbursable to the Trustee pursuant to Sections 2.01, 3.06, 7.02 and 8.05 and, if the Trustee is acting as Custodian, any related custodial fees (including all attorney fees and expenses).
“Uncertificated Accrued Interest”: With respect to each REMIC 1 Regular Interest on each Distribution Date, an amount equal to one month’s interest at the related Uncertificated REMIC 1 Pass-Through Rate on the Uncertificated Principal Balance of such REMIC 1 Regular Interest. In each case, Uncertificated Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls (allocated to such REMIC 1 Regular Interests based on their respective entitlements to interest irrespective of any Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date).
“Uncertificated Principal Balance”: With respect to each REMIC 1 Regular Interest, the amount of such REMIC 1 Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each REMIC 1 Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each REMIC 1 Regular Interest shall be reduced by all distributions of principal
made on such REMIC 1 Regular Interest on such Distribution Date pursuant to Section 4.07 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.07, and the Uncertificated Principal Balance of REMIC 1 Regular Interest LTZZ shall be increased by interest deferrals as provided in Section 4.07. With respect to the Class C Interest as of any date of determination, an amount equal to the excess, if any, of (A) the then aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests over (B) the then aggregate Certificate Principal Balance of the Fixed Rate Certificates, the Floating Rate Certificates and the Class P Certificates then outstanding. The Uncertificated Principal Balance of each REMIC 1 Regular Interest that has an Uncertificated Principal Balance shall never be less than zero.
“Uncertificated REMIC 1 Pass-Through Rate”: For any Distribution Date and each REMIC 1 Regular Interest, the weighted average of the Adjusted Net Mortgage Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated Principal Balances of the Mortgage Loans as of the first day of the month preceding the month of such Distribution Date.
“Uninsured Cause”: Any cause of damage to a Mortgaged Property such that the complete restoration of such property is not fully reimbursable by the hazard insurance policies required to be maintained pursuant to Section 3.14.
“United States Person” or “U.S. Person”: A citizen or resident of the United States, a corporation, partnership (or other entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States, any state thereof, or the District of Columbia (except in the case of a partnership, to the extent provided in Treasury regulations) provided that, for purposes solely of the restrictions on the transfer of Residual Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons, or an estate the income of which from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or business within the United States, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have authority to control all substantial decisions of the trust. The term “United States” shall have the meaning set forth in Section 7701 of the Code or successor provisions.
“Unpaid Interest Shortfall Amount”: With respect to the Fixed Rate Certificates and the Floating Rate Certificates and (i) the first Distribution Date, zero, and (ii) any Distribution Date after the first Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for the immediately preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for such preceding Distribution Date exceeds (b) the aggregate amount distributed on such Class in respect of interest pursuant to clause (a) of this definition on such preceding Distribution Date, plus interest on the amount of interest due but not distributed on the Certificates of such
Class on such preceding Distribution Date, to the extent permitted by law, at the Pass-Through Rate for such Class for the related Accrual Period.
“Value”: With respect to any Mortgaged Property, the lesser of (i) the lesser of (a) the value thereof as determined by an appraisal made for the originator of the Mortgage Loan at the time of origination of the Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Xxx and Xxxxxxx Mac, and (b) the value thereof as determined by a review appraisal conducted by the Originator in the event any such review appraisal determines an appraised value ten percent or more lower than the value thereof as determined by the appraisal referred to in clause (i)(a) above and (ii) the purchase price paid for the related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property is based solely upon the lesser of (1) the value determined by an appraisal made for the Originator of such Refinanced Mortgage Loan at the time of origination of such Refinanced Mortgage Loan by an appraiser who met the minimum requirements of Xxxxxx Mae and Xxxxxxx Mac and (2) the value thereof as determined by a review appraisal conducted by the Originator in the event any such review appraisal determines an appraised value ten percent or more lower than the value thereof as determined by the appraisal referred to in clause (ii)(1) above.
“Voting Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times the Fixed Rate Certificates, the Floating Rate Certificates and the Class C Certificates shall have 98% of the Voting Rights (allocated among the Holders of the Floating Rate Certificates and the Class C Certificates in proportion to the then outstanding Certificate Principal Balances of their respective Certificates), the Class P Certificates shall have 1% of the Voting Rights and the Residual Certificates shall have 1% of the Voting Rights. The Voting Rights allocated to any Class of Certificates (other than the Class P Certificates and the Residual Certificates) shall be allocated among all Holders of each such Class in proportion to the outstanding Certificate Principal Balance of such Certificates and the Voting Rights allocated to the Class P Certificates and the Residual Certificates shall be allocated among all Holders of each such Class in proportion to such Holders’ respective Percentage Interest; provided, however that when none of the Regular Certificates are outstanding, 100% of the Voting Rights shall be allocated among Holders of the Residual Certificates in accordance with such Holders’ respective Percentage Interests in the Certificates of such Class.
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SECTION 1.02 |
Accounting. |
Unless otherwise specified herein, for the purpose of any definition or calculation, whenever amounts are required to be netted, subtracted or added or any distributions are taken into account such definition or calculation and any related definitions or calculations shall be determined without duplication of such functions.
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SECTION 1.03 |
Allocation of Certain Interest Shortfalls. |
For purposes of calculating the amount of the Monthly Interest Distributable Amount for the Floating Rate Certificates and the Class C Certificates for any Distribution Date,
(1) the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated first, among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate and, thereafter, among the Fixed Rate Certificates and the Floating Rate Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable respective Pass-Through Rate on the respective Certificate Principal Balance of each such Certificate and (2) the aggregate amount of any Realized Losses and Net WAC Rate Carryover Amounts, incurred for any Distribution Date shall be allocated among the Class C Certificates on a pro rata basis based on, and to the extent of, one month’s interest at the then applicable Pass-Through Rate on the Notional Amount of each such Certificate.
For purposes of calculating the amount of Uncertificated Accrued Interest for the REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the Mortgage Loans for any Distribution Date shall be allocated among REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ pro rata based on, and to the extent of, one month’s interest at the then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the respective Uncertificated Principal Balance of each such REMIC 1 Regular Interest.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
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SECTION 2.01 |
Conveyance of Mortgage Loans. |
The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Master Agreement (as assigned to the Depositor pursuant to the terms of the Assignment Agreement), (v) the right to receive any amounts payable under the Cap Contract, (vi) all other assets included or to be included in the Trust Fund and (vii) all proceeds of any of the foregoing. Such assignment includes all interest and principal due and collected by the Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans.
In connection with such transfer and assignment, the Depositor, does hereby deliver to and deposit with the Trustee, or the Custodian, the following documents or instruments with respect to each Original Mortgage Loan so transferred and assigned, the following documents or instruments (with respect to each Mortgage Loan, a “Mortgage File”):
(i) the original Mortgage Note, endorsed either (A) in blank or (B) in the following form: “Pay to the order of JPMorgan Chase Bank, N.A. as Trustee, without recourse” or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the original mortgage note was lost, misplaced or destroyed, together with a copy of the related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the Pool Balance as of the Cut-off Date;
(ii) the original Mortgage (noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan), 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 from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original submitted for recording;
(iii) unless the Mortgage Loan is registered on the MERS® System, an original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank or (B) to “JPMorgan Chase Bank, N.A. as Trustee, without recourse”
(iv) an original of any intervening assignment of Mortgage showing a complete chain of assignments (or to MERS if the Mortgage Loan is registered on the MERS® System and noting the presence of MIN);
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(v) |
the original or a certified copy of lender’s title insurance policy; and |
(vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any.
The Depositor herewith also delivers to the Trustee an executed copy of the Assignment Agreement and the Master Agreement.
If any of the documents referred to in Section 2.01(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) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date, 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 Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian, the original or a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee or the Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other 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.
Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Trustee shall enforce the obligations of the Originator under the Master Agreement to cure such defect or deliver such missing document to the Trustee or the Custodian within 120 days. If the Originator does not cure such defect or deliver such missing document within such time period, the Trustee shall enforce the obligations of the Originator under the Master Agreement to either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03.
Except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, the Trustee shall enforce the obligations of the Originator under the Master Agreement to cause the Assignments which were delivered in blank to be completed and to record all Assignments referred to in Section 2.01(iii) hereof and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations of the Originator under the Master Agreement to deliver such assignments for recording within 180 days of the Closing Date. In the event that any such Assignment is lost or returned unrecorded because of a defect therein, the Trustee shall enforce the obligations of the Originator under the Master Agreement to promptly have a substitute Assignment prepared or have such defect cured, as the case may be, and thereafter cause each such Assignment to be duly recorded.
Notwithstanding the foregoing, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee and the Depositor receives written notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment, except with respect to any Mortgage Loan for which MERS is identified on the Mortgage, shall be submitted for recording by the Originator in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination (in which case the Assignments for the Mortgage Loans serviced by the related Servicer shall be recorded), (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller and (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof. In addition to the foregoing, the related Servicer shall cause each Assignment of Mortgage to be recorded in accordance with customary servicing practices in order to convey, upon foreclosure, the title of any Mortgaged Property to the Trust as set forth in Section 3.23 hereof. In the event of (i) through (iv) set forth above, the Trustee shall enforce the obligations of the Originator to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of notice by the Originator from the Trustee. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust.
In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit either Servicer to, and each Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement.
Each Servicer shall forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the related Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the related Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, such Servicer shall deliver to the Custodian, within such 365 day period, an Officers’ Certificate of the Servicer which shall (A) identify the recorded document, (B) state that the recorded document has not been delivered to the Custodian due solely to a delay caused by the public recording office, (C) state the amount of time generally required by the applicable recording office to record and return a document submitted for recordation, if known and (D) specify the date the applicable recorded document is expected to be delivered to the Custodian, and, upon receipt of a copy of such document certified by the public recording office, the Servicer shall immediately deliver such document to the Custodian. In the event the appropriate public recording office will not certify as to the accuracy of such document, the related Servicer shall deliver a copy of such document certified by an officer of such Servicer to be a true and complete copy of the original to the Custodian.
The Depositor shall deliver or cause the Originator or the Trustee to deliver (by regular mail) to the related Servicer copies of all trailing documents required to be included in the Mortgage File at the same time the originals or certified copies thereof are delivered to the Trustee or the Custodian, such documents including but not limited to the mortgagee policy of title insurance and any mortgage loan documents upon return from the recording office. Except as provided in Section 3.17, the related Servicer shall not be responsible for any custodian fees or other costs incurred in obtaining such documents or for any such costs it may incur in connection with performing its obligations pursuant to this Agreement.
The Depositor hereby directs the Trustee to execute, deliver and perform its obligations under the Cap Contract on the Closing Date and thereafter on behalf of the Holders of the Floating Rate Certificates. The Depositor, the Servicers and the Holders of the Floating Rate Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity.
The parties hereto understand and agree that it is not intended that any Mortgage Loan be included in the Trust that is a high-cost home loan as defined by the Homeownership and Equity Protection Act of 1994 or any other applicable predatory or abusive lending laws.
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SECTION 2.02 |
Acceptance by Trustee. |
Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Trustee acknowledges receipt of the documents referred to in Section 2.01 above and all
other assets included in the definition of “Trust Fund” and declares that it holds and will hold such documents and the other documents 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 Fund” in trust for the exclusive use and benefit of all present and future Certificateholders.
The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor and the Servicers on or prior to the Closing Date an acknowledgment of receipt of either (i) the related original Mortgage Note or (ii) a Lost Note Affidavit, for each Mortgage Loan (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto.
The Trustee agrees, for the benefit of the Certificateholders, to review, or that it has reviewed pursuant to Section 2.01 (or to cause the Custodian to review or that it has caused the Custodian to have reviewed) each Mortgage File within 45 days of the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Trustee further agrees, for the benefit of the Certificateholders, to certify or cause the Custodian to certify to the Depositor and the related Servicer in substantially the form attached hereto as Exhibit F-1, within 45 days of the Closing Date (or, with respect to any document delivered after the Startup Day, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof) 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 thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)) of this Agreement and if actually delivered to it, the documents required to be delivered to it pursuant to Section 2.01(vi) of 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 and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (1), (3), (10), (11), (12), (18), (24) and (25, but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding 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.
No later than the first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not a Business Day, the Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicers a final certification in the form annexed hereto as Exhibit F-2, with any applicable exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Trustee (or the Custodian, as applicable) 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 Trustee shall so notify the
Originator, the Depositor and the related Servicer. In addition, upon the discovery by the Depositor or the related Servicer (or upon receipt by the Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Master Agreement or the Seller in the Assignment Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Certificateholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement.
The Depositor and the Trustee intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Trustee in trust for the benefit of the Certificateholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Trustee a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.
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SECTION 2.03 |
Repurchase or Substitution of Mortgage Loans by an Originator or the Seller. |
(a) Upon discovery or receipt of written notice of any materially defective document in, or that a document is missing from, a Mortgage File or of the breach by the Originator or the Seller, as applicable, of any representation, warranty or covenant under the Master Agreement or the Assignment Agreement, as applicable, in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the Certificateholders, the Trustee shall promptly notify the Originator or the Seller, as applicable, of such defect, missing document or breach and request that the Originator deliver such missing document or cure such defect or that the Originator or the Seller, as applicable, cure such breach within 120 days from the date the Originator or the Seller, as applicable, was notified of such missing document, defect or breach, and if the Originator does not deliver such missing document or cure such defect or if the Originator or the Seller, as applicable, does not cure such breach in all material respects during such period, the Trustee shall enforce the Originator’s obligation under the Master Agreement or the Seller’s obligation under the Assignment Agreement and notify the Originator or the Seller, as applicable, of its obligation to repurchase such Mortgage Loan from the Trust Fund at the Purchase Price on or prior to the Determination Date following the expiration of such 120 day period (subject to Section 2.03(e)); provided that, in connection with any such breach that could not reasonably have been cured within such 120 day period, if the Originator or the Seller, as applicable, has commenced to cure such breach within such 120 day period, the Originator or the Seller, as applicable, shall be permitted to proceed thereafter diligently and expeditiously to cure the same within the additional period provided under the Assignment Agreement. Notwithstanding the foregoing, to the extent of a breach by the Originator and the Seller of any representation, warranty or covenant under the Assignment Agreement in respect of any Mortgage Loan which materially adversely affects the value of such Mortgage Loan or the interest therein of the
Certificateholders, the Trustee shall first request that the Originator cure such breach or repurchase such Mortgage Loan and if the Originator fails to cure such breach or repurchase such Mortgage Loan within 60 days of receipt of such request from the Trustee, the Trustee shall then request that the Seller cure such breach or repurchase such Mortgage Loan.
The Purchase Price for the repurchased Mortgage Loan shall be remitted to the related Servicer for deposit in the related Collection Account, and the Trustee, upon receipt of written certification from such Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Originator or the Seller, as applicable, shall furnish to it and as shall be necessary to vest in the Originator or the Seller, as applicable, any Mortgage Loan released pursuant hereto and the Trustee shall have no further responsibility with regard to such Mortgage File (it being understood that the Trustee shall have no responsibility for determining the sufficiency of such assignment for its intended purpose). In lieu of repurchasing any such Mortgage Loan as provided above, the Originator or the Seller, as applicable, may cause such Mortgage Loan to be removed from the Trust Fund (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 2.03(d); provided, however, the Originator or the Seller, as applicable, may not substitute for any Mortgage Loan which breaches a representation or warranty regarding abusive or predatory lending laws. It is understood and agreed that the obligation of the Originator or the Seller, as applicable, 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 against the Originator or the Seller, as applicable, respecting such omission, defect or breach available to the Trustee on behalf of the Certificateholders.
(b) Within 90 days of the earlier of discovery by the Depositor or receipt of notice by the Depositor of the breach of any representation, warranty or covenant of the Depositor set forth in Section 2.06, which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the Depositor shall cure such breach in all material respects.
(c) Within 90 days of the earlier of discovery by either Servicer or receipt of notice by the Servicer of the breach of any representation, warranty or covenant of such Servicer set forth in Section 2.05 which materially and adversely affects the interests of the Certificateholders in any Mortgage Loan, the related Servicer shall cure such breach in all material respects.
(d) Any substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the last Business Day that is within two years after the Closing Date. As to any Deleted Mortgage Loan for which the Originator or the Seller, as applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such substitution shall be effected by the Originator or the Seller, as applicable, delivering to the Trustee, for such Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee, and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section 2.01, together with an Officers’ Certificate providing that each such Qualified Substitute Mortgage Loan satisfies the definition thereof and specifying the Substitution Adjustment (as described below), if any, in connection with such substitution. The Trustee shall acknowledge receipt for such Qualified Substitute Mortgage Loan or Loans and, within 45 days thereafter, shall review such documents as specified in Section 2.02 and deliver to the Depositor and the related Servicer, with respect to such Qualified Substitute Mortgage Loan or Loans, a certification substantially in the form attached hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one year of the date of substitution, the Trustee shall deliver to the Depositor and the related Servicer a certification substantially in the form of Exhibit F-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 not part of the Trust Fund and will be retained by the Originator or the Seller, as applicable. For the month of substitution, distributions to Certificateholders will reflect the collections and recoveries in respect of such Deleted Mortgage Loan in the Due Period preceding the month of substitution and the Originator or the Seller, as applicable, shall thereafter be entitled to retain all amounts subsequently received in respect of such Deleted Mortgage Loan. The Originator or the Seller, as applicable, shall give or cause to be given written notice to the Trustee, who shall forward such notice to the Certificateholders, that such substitution has taken place, 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 Trustee. Upon such substitution by the Originator or the Seller, as applicable, 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 the Assignment Agreement, including all applicable representations and warranties thereof included in the Assignment Agreement as of the date of substitution.
For any month in which the Originator or the Seller, as applicable, substitutes one or more Qualified Substitute Mortgage Loans for one or more Deleted Mortgage Loans, the related Servicer will determine the amount (the “Substitution Adjustment”), 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 date of substitution, together with one month’s interest on such Stated Principal Balance at the applicable Mortgage Rate. On the date of such substitution, the Originator or the Seller, as applicable, will deliver or cause to be delivered to the related Servicer for deposit in the related Collection Account an amount equal to the Substitution Adjustment, if any, and the Trustee, upon receipt of the related Qualified Substitute Mortgage Loan or Loans and certification by the related Servicer of such deposit, shall release to the Originator or the Seller, as applicable, the related Mortgage File or Files and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as the Originator or the Seller, as applicable, shall deliver to it and as shall be necessary to vest therein any Deleted Mortgage Loan released pursuant hereto.
In addition, the Originator or the Seller, as applicable, shall obtain at its own expense and deliver to the Trustee an Opinion of Counsel to the effect that such substitution will
not cause (a) any federal tax to be imposed on the Trust Fund, including without limitation, any federal tax imposed on “prohibited transactions” under Section 860F(a)(I) of the Code or on “contributions after the startup date” under Section 860G(d)(I) of the Code or (b) any REMIC to fail to qualify as a REMIC at any time that any Certificate is outstanding. If such Opinion of Counsel can not be delivered, then such substitution may only be effected at such time as the required Opinion of Counsel can be given.
(e) Upon discovery by the Depositor, either Servicer or the Trustee that any Mortgage Loan does not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the party discovering such fact shall within two Business Days give written notice thereof to the other parties hereto. In connection therewith, the Originator or the Depositor, as the case may be, shall repurchase or, subject to the limitations set forth in Section 2.03(d), substitute one or more Qualified Substitute Mortgage Loans for the affected Mortgage Loan within 90 days of the earlier of discovery or receipt of such notice with respect to such affected Mortgage Loan. Such repurchase or substitution shall be made (i) by the Originator if the affected Mortgage Loan’s status as a non-qualified mortgage is or results from a breach of any representation, warranty or covenant made by the Originator under the Assignment Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage is a breach of any representation or warranty of the Depositor set forth in Section 2.06, or if its status as a non-qualified mortgage is a breach of no representation or warranty. Any such repurchase or substitution shall be made in the same manner as set forth in Section 2.03(a) or 2.03(d), if made by the Originator, or Section 2.03(b), if made by the Depositor. The Trustee shall reconvey to the Depositor or the Originator, as the case may be, the Mortgage Loan to be released pursuant hereto in the same manner, and on the same terms and conditions, as it would a Mortgage Loan repurchased for breach of a representation or warranty.
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SECTION 2.04 |
Intentionally Omitted. |
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SECTION 2.05 |
Representations, Warranties and Covenants of the Servicers. |
Each Servicer, as to itself only, hereby represents, warrants and covenants to the Trustee, for the benefit of each of the Trustee and the Certificateholders, and to the Depositor, that as of the Closing Date or as of such date specifically provided herein:
(i) Such Servicer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation or incorporation, as applicable, and has all licenses necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Property is located (or is otherwise exempt under applicable law from such qualification) if the laws of such state require licensing or qualification in order to conduct business of the type conducted by such Servicer or to ensure the enforceability or validity of each Mortgage Loan; such Servicer has the power and authority to execute and deliver this Agreement and to perform in accordance herewith; the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) and all documents and instruments contemplated hereby which are executed and delivered by such Servicer and the consummation of the transactions contemplated
hereby have been duly and validly authorized; this Agreement and all documents and instruments contemplated hereby which are executed and delivered by such Servicer, assuming due authorization, execution and delivery by the other parties hereto, evidences the valid, binding and enforceable obligation of such Servicer, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally; and all requisite corporate action has been taken by such Servicer to make this Agreement and all documents and instruments contemplated hereby which are executed and delivered by such Servicer valid and binding upon such Servicer in accordance with its terms;
(ii) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of such Servicer and will not result in the material breach of any term or provision of the certificate of formation or limited liability company agreement (in the case of Centex Home Equity Compan, LLC) or certificate of incorporation of bylaws (in the case of HomEq Servicing Corporation) of such Servicer or result in the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any agreement, indenture or loan or credit agreement or other instrument to which such Servicer or its property is subject, or result in the violation of any law, rule, regulation, order, judgment or decree to which such Servicer or its property is subject;
(iii) The execution and delivery of this Agreement by such Servicer and the performance and compliance with its obligations and covenants hereunder do not require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained;
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(iv) |
[Reserved]; |
(v) Such Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(vi) There is no action, suit, proceeding or investigation pending or, to its knowledge, threatened against such Servicer that, either individually or in the aggregate, (A) may result in any change in the business, operations, financial condition, properties or assets of such Servicer that might prohibit or materially and adversely affect the performance by such Servicer of its obligations under, or the validity or enforceability of, this Agreement, or (B) may result in any material impairment of the right or ability of such Servicer to carry on its business substantially as now conducted, or (C) would draw into question the validity or enforceability of this Agreement or of any action taken or to be taken in connection with the obligations of such Servicer contemplated herein, or (D) would otherwise be likely to impair materially the ability of such Servicer to perform under the terms of this Agreement;
(vii) Neither this Agreement nor any information, certificate of an officer, statement furnished in writing or report delivered to the Trustee by such Servicer in
connection with the transactions contemplated hereby contains any untrue statement of a material fact;
(viii) Such Servicer will not waive any Prepayment Charge unless it is waived in accordance with the standard set forth in Section 3.01; and
(ix) Such Servicer has accurately and fully reported, and will continue to accurately and fully report on a monthly basis, its borrower credit files for the Mortgage Loans to each of the three national credit repositories in a timely manner.
It is understood and agreed that the representations, warranties and covenants set forth in this Section 2.05 shall survive delivery of the Mortgage Files to the Trustee and shall inure to the benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery by any of the Depositor, either Servicer or the Trustee of a breach of any of the foregoing representations, warranties and covenants which materially and adversely affects the value of any Mortgage Loan, Prepayment Charge or the interests therein of the Certificateholders, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the related Servicer and the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of discovery by the related Servicer or receipt of notice by the Servicer of the breach of the representation or covenant of the related Servicer set forth in Section 2.05(viii) above which materially and adversely affects the interests of the Holders of the Class P Certificates in any Prepayment Charge, the related Servicer must pay the amount of such waived Prepayment Charge, for the benefit of the Holders of the Class P Certificates, by depositing such amount into its Collection Account. The foregoing shall not, however, limit any remedies available to the Certificateholders, the Depositor or the Trustee on behalf of the Certificateholders, pursuant to the Master Agreement respecting a breach of the representations, warranties and covenants of the Originator.
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SECTION 2.06 |
Representations and Warranties of the Depositor. |
The Depositor represents and warrants to the Trust, the Servicers and the Trustee on behalf of the Certificateholders as follows:
(i) This agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity);
(ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature;
(iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors;
(v) The Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, with full corporate power and authority to own its assets and conduct its business as presently being conducted;
(vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a whole, of the Depositor;
(vii) The execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement);
(viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and
(ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other
tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.
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SECTION 2.07 |
Issuance of Certificates. |
The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery to it of the Mortgage Files, subject to the provisions of Sections 2.01 and 2.02, together with the assignment to it of all other assets included in the Trust Fund, receipt of which is hereby acknowledged. Concurrently with such assignment and delivery and in exchange therefor, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, the Certificates in authorized denominations. The interests evidenced by the Certificates constitute the entire beneficial ownership interest in the Trust Fund.
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SECTION 2.08 |
[Reserved]. |
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SECTION 2.09 |
Conveyance of REMIC Regular Interests and Acceptance of REMIC 1, REMIC 2, REMIC 3 and REMIC 4 by the Trustee; Issuance of Certificates. |
(a) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the assets described in the definition of REMIC 1 for the benefit of the holders of the REMIC 1 Regular Interests (which are uncertificated) and the Class R Certificates (in respect of the Class R-1 Interest). The Trustee acknowledges receipt of the assets described in the definition of REMIC 1 and declares that it holds and will hold the same in trust for the exclusive use and benefit of the holders of the REMIC 1 Regular Interests and the Class R Certificates (in respect of the Class R-1 Interest). The interests evidenced by the Class R-1 Interest, together with the REMIC 1 Regular Interests, constitute the entire beneficial ownership interest in REMIC 1.
(b) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the REMIC 1 Regular Interests (which are uncertificated) for the benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-2 Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class R-2 Interest). The interests evidenced by the Class R-2 Interest, together with the Regular Certificates (other than the Class C Certificates and the Class P Certificates),
the Class C Interest and the Class P Interest, constitute the entire beneficial ownership interest in REMIC 2.
(c) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class C Interest (which is uncertificated) for the benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-3 Interest). The Trustee acknowledges receipt of the Class C Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class C Certificates and the Class R-X Certificates (in respect of the Class R-3 Interest). The interests evidenced by the Class R-3 Interest, together with the Class C Certificates, constitute the entire beneficial ownership interest in REMIC 3.
(d) The Depositor, concurrently with the execution and delivery hereof, does hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse all the right, title and interest of the Depositor in and to the Class P Interest (which is uncertificated) for the benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest). The Trustee acknowledges receipt of the Class P Interest and declares that it holds and will hold the same in trust for the exclusive use and benefit of the Holders of the Class P Certificates and the Class R-X Certificates (in respect of the Class R-4 Interest). The interests evidenced by the Class R-4 Interest, together with the Class P Certificates, constitute the entire beneficial ownership interest in REMIC 4.
(e) Concurrently with (i) the assignment and delivery to the Trustee of REMIC 1 and the acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC 2 (including the Residual Interest therein represented by the Class R-2 Interest), (iii) the assignment and delivery to the Trustee of REMIC 3 (including the Residual Interest therein represented by the Class R-3 Interest) and (iv) the assignment and delivery to the Trustee of REMIC 4 (including the Residual Interest therein represented by the Class R-4 Interest) and the acceptance by the Trustee thereof, pursuant to subsection (c) hereof, the Trustee, pursuant to the written request of the Depositor executed by an officer of the Depositor, has executed, authenticated and delivered to or upon the order of the Depositor, (A) the Class R Certificates in authorized denominations evidencing the Class R-1 Interest and the Class R-2 Interest and (B) the Class R-X Certificates in authorized denominations evidencing the Class R-3 Interest and the Class R-4 Interest.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE MORTGAGE LOANS
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SECTION 3.01 |
Servicer to Act as Servicer. |
Unless otherwise specified, all references to actions to be taken by “the Servicer” under this Article III or any other provision of this Agreement with respect to a Mortgage Loan or Mortgage Loans or with respect to an REO Property or REO Properties shall be to actions to be taken or previously taken by the related Servicer with respect to a Mortgage Loan or Mortgage Loans serviced thereby or with respect to an REO Property or REO Properties administered thereby. Furthermore, unless otherwise specified, all references to actions to be taken or previously taken by “the Servicer” under this Article III or any other provision of this Agreement with respect to “the Collection Account” or “the Escrow Account” shall be to actions to be taken or previously taken by each Servicer with respect to the Collection Account or the Escrow Account to be established and maintained thereby. Consistent with the foregoing, but only insofar as the context so permits, this Article III is to be read with respect to each Servicer as if such Servicer alone was servicing and administering its respective Mortgage Loans hereunder.
The Servicer shall service and administer the Mortgage Loans on behalf of the Trust and in the best interests of and for the benefit of the Certificateholders (as determined by the Servicer in its reasonable judgment) in accordance with the terms of this Agreement and the 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 consideration to customary and usual standards of practice of 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 or non-ownership of any Certificate by the Servicer or any Affiliate of the Servicer;
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(iii) |
the Servicer’s obligation to make 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 (a) shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes and (b) shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the following circumstances: (i) such waiver is standard and customary in servicing similar Mortgage Loans and such waiver relates to a default or a reasonably foreseeable default and would, in the reasonable judgment of the Servicer, maximize recovery of total proceeds taking
into account the value of such Prepayment Charge and the related Mortgage Loan or (ii) the collection of such Prepayment Charge would be in violation of applicable laws or (iii) the amount of the Prepayment Charge set forth on the Prepayment Charge Schedule is not consistent with the related Mortgage Note or is otherwise unenforceable or (iv) the collection of such Prepayment Charge would be considered “predatory” pursuant to written guidance published or issued by any applicable federal, state or local regulatory authority acting in its official capacity and having jurisdiction over such matters or (v) with respect to a Centex Mortgage Loans, such waiver is in accordance with the Servicer’s internal policies. If a Prepayment Charge is waived as permitted by meeting the standard described in clause (ii), (iii) or (iv) above, then the related Servicer shall make commercially reasonable efforts to enforce the Trustee’s rights under the Assignment Agreement including the obligation of the Originator to pay the amount of such waived Prepayment Charge to the Servicer for deposit in the Collection Account for the benefit of the Holders of the Class P Certificates. If the Servicer makes a good faith determination, as evidenced by an officer’s certificate delivered by the Servicer to the Trustee, that the Servicer’s efforts are not reasonably expected to be successful in enforcing such rights, it shall notify the Trustee of such failure, and the Trustee shall enforce the obligation of the Originator under the Assignment Agreement to pay to the Servicer the amount of such waived Prepayment Charge. If a Prepayment Charge is waived as permitted by meeting the standard described in clause (v) above, then Centex Home Equity Company, LLC shall deposit the amount of such waived Prepayment Charge in the Collection Account for the benefit of the Holders of the Class P Certificates.
Subject only to the above-described servicing standards and the terms of this Agreement and of the 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. Without limiting the generality of the foregoing, the Servicer, in the name of the Trust Fund, is hereby authorized and empowered by the Trustee when the Servicer believes it appropriate in its best judgment in accordance with the Servicing Standard, to execute and deliver, on behalf of the Certificateholders and the 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 Trustee and Certificateholders. 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 3.17, within five (5) days of the Closing Date, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer any limited powers of attorney in the form of Exhibit I hereto and other documents necessary or appropriate to enable the Servicer or any Sub-Servicer to carry out their servicing and administrative duties hereunder; provided, such limited powers of attorney or other documents shall be prepared by the Servicer and submitted to the Trustee for execution. The Trustee shall not be liable for the actions by the Servicer or any Sub-Servicers under such powers of attorney and shall be indemnified by the Servicer (from its own funds without any right of reimbursement from the Collection Account),
for any costs, liabilities or expenses incurred by the Trustee in connection with the use or misuse of such powers of attorney.
The Servicer further is hereby authorized and empowered, on behalf of the Certificateholders and the Trustee, in its own name or in the name of the Sub-Servicer, when the Servicer or the Sub-Servicer, as the case may be, believes it is appropriate in its best judgment to register any Mortgage Loan on the MERS® System, or cause the removal from the registration of any Mortgage Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and the Certificateholders or any of them, any and all instruments of assignment and other comparable instruments with respect to such assignment or re-recording of a Mortgage in the name of MERS, solely as nominee for the Trustee and its successors and assigns. Any reasonable expenses incurred in connection with the actions described in the preceding sentence or as a result of MERS discontinuing or becoming unable to continue operations in connection with the MERS® System, shall be reimbursable to the Servicer by withdrawal from the Collection Account pursuant to Section 3.11.
Subject to Section 3.09 hereof, in accordance with the standards of the preceding paragraph, the Servicer, on escrowed accounts, shall advance or cause to be advanced funds as necessary for the purpose of effecting the payment of taxes and assessments on the Mortgaged Properties, which advances shall be Servicing Advances 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 payment of taxes and assessments on a Mortgaged Property shall not, for the purpose of calculating distributions to Certificateholders, be added to the unpaid Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit.
Notwithstanding anything in this Agreement to the contrary, the Servicer may not make any future advances with respect to a Mortgage Loan (except as provided in Section 4.04) and the Servicer shall not (i) permit any modification with respect to any Mortgage Loan that would change the Mortgage Rate, reduce or increase the Stated Principal Balance (except for reductions resulting from actual payments of principal) or change the final maturity date on such Mortgage Loan, (unless, in any such case, as provided in Section 3.07, the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Servicer, reasonably foreseeable) or (ii) permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (A) effect an exchange or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (B) cause any REMIC created hereunder to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions after the startup date” under the REMIC Provisions.
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SECTION 3.02 |
Sub-Servicing Agreements Between Servicer and Sub-Servicers. |
(a) The Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which may be Affiliates of the Servicer, for the servicing and administration of the Mortgage Loans; provided, however, such sub-servicing arrangement and the terms of the related Sub-Servicing Agreement must provide for the servicing of the Mortgage Loans in a manner
consistent with the servicing arrangement contemplated hereunder. The Trustee is hereby authorized to acknowledge, at the request of the Servicer, any Sub-Servicing Agreement. No such acknowledgment shall be deemed to imply that the Trustee has consented to any such Sub-Servicing Agreement, has passed upon whether such Sub-Servicing Agreement meets the requirements applicable to Sub-Servicing Agreements set forth in this Agreement or has passed upon whether such Sub-Servicing Agreement is otherwise permitted under this Agreement.
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 and (ii) a Xxxxxxx Mac or Xxxxxx Mae 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. Any variation in any Sub-Servicing Agreements 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 Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instruments.
(b) As part of its servicing activities hereunder, the Servicer, for the benefit of the Trustee and the Certificateholders, shall enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, including, without limitation, any obligation to make advances in respect of delinquent payments as required by a Sub-Servicing Agreement. 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.
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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. 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.
Any Sub-Servicing Agreement shall include the provision that such agreement may be immediately terminated by the Servicer or the Trustee (if the Trustee is acting as Servicer) without fee, in accordance with the terms of this Agreement, in the event that the Servicer (or the Trustee, if such party is then acting as Servicer) shall, for any reason, no longer be the Servicer (including termination due to a Servicer Event of Termination).
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SECTION 3.04 |
Liability of the Servicer. |
Notwithstanding any Sub-Servicing Agreement or 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 Trustee and the Certificateholders 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.
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SECTION 3.05 |
No Contractual Relationship Between Sub-Servicers and the Trustee or Certificateholders. |
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 the Trustee or Certificateholders shall not be deemed parties thereto and shall have no 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 to pay such fees.
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SECTION 3.06 |
Assumption or Termination of Sub-Servicing Agreements by Trustee.
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In the event the Servicer shall for any reason no longer be the servicer (including by reason of the occurrence of a Servicer Event of Termination), the Trustee, pursuant to its duties under Section 7.02, 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 Trustee elects to terminate any Sub-Servicing Agreement in accordance with its terms as provided in Section 3.03. Upon such assumption, the Trustee (or the successor servicer appointed pursuant to Section 7.02) shall be deemed, subject to Section 3.03, to have assumed all of the departing Servicer’s interest therein and to have replaced the departing 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 (i) the departing Servicer shall not thereby be relieved of any liability or obligations under any Sub-Servicing Agreement that arose before it ceased to be the Servicer and (ii) neither the Trustee nor any successor Servicer shall be deemed to have assumed any liability or obligation of the Servicer that arose before it ceased to be the Servicer.
The Servicer at its expense shall, upon request of the Trustee, 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. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
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SECTION 3.07 |
Collection of Certain Mortgage Loan Payments. |
The Servicer shall make reasonable efforts, in accordance with the Servicing Standard, to collect all payments called for under the terms and provisions of the Mortgage Loans and the provisions of any applicable insurance policies provided to the Servicer. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or any provisions of any Mortgage Loan requiring the related Mortgagor to submit to mandatory arbitration with respect to disputes arising thereunder or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 180 days; provided, however, that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely Advances on such Mortgage Loan during such extension pursuant to Section 4.04 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangement. Notwithstanding the foregoing, in the event that any Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the Mortgage Rate, forgive the payment of
principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan, or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any Mortgagor (any and all such waivers, modifications, variances, forgiveness of principal or interest, postponements, or indulgences collectively referred to herein as “forbearance”). The Servicer’s analysis supporting any forbearance and the conclusion that any forbearance meets the standards of Section 3.01 shall be reflected in writing in the Mortgage File.
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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 requirements of this Agreement relating to the Collection Account. The Sub-Servicer shall deposit 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 Sub-Servicer’s receipt thereof, all proceeds of Mortgage Loans received by the Sub-Servicer less its servicing compensation to the extent permitted by the Sub-Servicing Agreement, and shall thereafter deposit such amounts in the Sub-Servicing Account, in no event more than two Business Days after the receipt of such amounts. The Sub-Servicer shall thereafter deposit such proceeds in the Collection Account or remit such proceeds to the Servicer for deposit in the Collection Account not later than two Business Days after the deposit of such amounts in the Sub-Servicing Account. 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.
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SECTION 3.09 |
Collection of Taxes, Assessments and Similar Items; Escrow Accounts. |
To the extent required by the related Mortgage Note, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (the “Escrow Accounts”), into which all Escrow Payments shall be deposited and retained. Escrow Accounts shall be Eligible Accounts. The Servicer shall deposit in the clearing account in which it customarily deposits payments and collections on mortgage loans in connection with its mortgage loan servicing activities, all Escrow Payments collected on account of the Mortgage Loans and shall deposit in the Escrow Accounts, in no event more than two Business Days after the receipt of such Escrow Payments, all Escrow Payments collected on account of the Mortgage Loans for the purpose of effecting the payment of any such items as required under the terms of this Agreement. Withdrawals of amounts from an Escrow Account may be made only to (i) effect payment of taxes, assessments, hazard insurance premiums, and comparable items in a manner and at a time that assures that the lien priority of the Mortgage is not jeopardized (or, with respect to the payment of taxes, in a manner and at a time that avoids the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien); (ii) reimburse the Servicer (or a Sub-Servicer to the extent provided in the related Sub-Servicing Agreement) out of related collections for any Servicing Advances made pursuant to Section 3.01 (with
respect to taxes and assessments) and Section 3.14 (with respect to hazard insurance); (iii) refund to Mortgagors any sums as may be determined to be overages; (iv) pay interest, if required and as described below, to Mortgagors on balances in the Escrow Account; or (v) clear and terminate the Escrow Account at the termination of the Servicer’s obligations and responsibilities in respect of the Mortgage Loans under this Agreement in accordance with Article X. In the event the Servicer shall deposit in a Escrow Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Escrow Account, any provision herein to the contrary notwithstanding. The Servicer will be responsible for the administration of the Escrow Accounts and will be obligated to make Servicing Advances to such accounts when and as necessary to avoid the lapse of insurance coverage on the Mortgaged Property, or which the Servicer knows, or in the exercise of the required standard of care of the Servicer hereunder should know, is necessary to avoid the loss of the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax lien. If any such payment has not been made and the Servicer receives notice of a tax lien with respect to the Mortgage being imposed, the Servicer will, within 10 Business Days of receipt of such notice, advance or cause to be advanced funds necessary to discharge such lien on the Mortgaged Property. As part of its servicing duties, the Servicer or any Sub-Servicers shall pay to the Mortgagors interest on funds in the Escrow Accounts, to the extent required by law and, to the extent that interest earned on funds in the Escrow Accounts is insufficient, to pay such interest from its or their own funds, without any reimbursement therefor. The Servicer may pay to itself any excess interest on funds in the Escrow Accounts, to the extent such action is in conformity with the Servicing Standard, is permitted by law and such amounts are not required to be paid to Mortgagors or used for any of the other purposes set forth above.
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SECTION 3.10 |
Collection Account and Distribution Account. |
(a) On behalf of the Trust Fund, the Servicer shall establish and maintain, or cause to be established and maintained, one or more accounts (such account or accounts, the “Collection Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit or cause to be deposited in the Collection Account, in no event more than two Business Days after the Servicer’s receipt thereof, as and when received or as otherwise required hereunder, the following payments and collections received or made by it subsequent to the Cut-off Date (other than in respect of principal or interest on the Mortgage Loans due on or before the Cut-off Date) or payments (other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a Due Period subsequent thereto:
(i) all payments on account of principal, including Principal Prepayments (but not Prepayment Charges), on the Mortgage Loans;
(ii) all payments on account of interest (net of the Servicing Fee) on each Mortgage Loan;
(iii) all Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries and condemnation proceeds (other than proceeds collected in respect of any particular REO Property and amounts paid in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01);
(iv) any amounts required to be deposited pursuant to Section 3.12 in connection with any losses realized on Permitted Investments with respect to funds held in the Collection Account;
(v) any amounts required to be deposited by the Servicer pursuant to the second paragraph of Section 3.14(a) in respect of any blanket policy deductibles;
(vi) all proceeds of any Mortgage Loan repurchased or purchased in accordance with Section 2.03, Section 3.16(c) or Section 10.01;
(vii) all amounts required to be deposited in connection with Substitution Adjustments pursuant to Section 2.03; and
(viii) all Prepayment Charges collected by the Servicer and any Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans.
The foregoing requirements for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of Servicing Fees, late payment charges, Prepayment Interest Excess, assumption fees, insufficient funds charges and ancillary income (other than Prepayment Charges) need not be deposited by the Servicer in the Collection Account and may be retained by the Servicer as additional compensation. 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) On behalf of the Trust Fund, the Trustee shall establish and maintain one or more accounts (such account or accounts, the “Distribution Account”), held in trust for the benefit of the Trustee and the Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver to the Trustee in immediately available funds for deposit in the Distribution Account on or before 4:00 p.m. New York time on the Servicer Remittance Date, that portion of the Available Funds (calculated without regard to the references in the definition thereof to amounts that may be withdrawn from the Distribution Account) for the related Distribution Date then on deposit in the Collection Account, the amount of all Prepayment Charges collected during the applicable Prepayment Period by the Servicer and Servicer Prepayment Charge Payment Amounts in connection with the Principal Prepayment of any of the Mortgage Loans then on deposit in the Collection Account, the amount of any funds reimbursable to an Advancing Person pursuant to Section 3.29 (unless such amounts are to be remitted in another manner as specified in the documentation establishing the related Advance Facility).
(c) Funds in the Collection Account and the Distribution Account may be invested in Permitted Investments in accordance with the provisions set forth in Section 3.12. The Servicer shall give notice to the Trustee of the location of the Collection Account maintained by it when established and prior to any change thereof. The Trustee shall give notice to the Servicer and the Depositor 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 Trustee for deposit in an account (which may be the Distribution Account and must satisfy the standards for the Distribution Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to be a part of the Collection Account; provided, however, that the Trustee shall have the sole authority to withdraw any funds held pursuant to this subsection (d). In the event the Servicer shall deliver to the Trustee for deposit in the Distribution Account any amount not required to be deposited therein, it may at any time request that the 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, with respect to items (i) through (iv) below, shall deliver to the Trustee from time to time for deposit, and the Trustee, with respect to items (i) through (iv) below, shall so deposit, in the Distribution Account:
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(i) |
any Advances, as required pursuant to Section 4.04; |
(ii) any amounts required to be deposited pursuant to Section 3.23(d) or (f) in connection with any REO Property;
(iii) any amounts to be paid by the Servicer in connection with a purchase of Mortgage Loans and REO Properties pursuant to Section 10.01;
(iv) any Compensating Interest to be deposited pursuant to Section 3.24 in connection with any Prepayment Interest Shortfall; and
(v) any amounts required to be paid to the Trustee pursuant to the Agreement, including, but not limited to Section 3.06 and Section 7.02.
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SECTION 3.11 |
Withdrawals from the Collection Account and Distribution Account. |
(a) The Servicer shall, from time to time, make withdrawals from the Collection Account for any of the following purposes or as described in Section 4.04:
(i) to remit to the 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 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances to the extent of amounts received which represent Late Collections (net of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage Loans or REO Properties with respect to which such Advances were made in accordance with the provisions of Section 4.04; or (b) without limiting any right of withdrawal set forth in clause (vi) below, any unreimbursed Advances that, upon a Final Recovery Determination with respect to such Mortgage Loan, are Nonrecoverable Advances, but only to the extent that Late Collections (net of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer for such unreimbursed Advances;
(iii) subject to Section 3.16(d), to pay the Servicer or any Sub-Servicer (a) any unpaid Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each Mortgage Loan, but only to the extent of any Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan or REO Property, and (c) without limiting any right of withdrawal set forth in clause (vi) below, any Servicing Advances made with respect to a Mortgage Loan that, upon a Final Recovery Determination with respect to such Mortgage Loan are Nonrecoverable Advances, but only to the extent that Late Collections, Liquidation Proceeds and Insurance Proceeds received with respect to such Mortgage Loan are insufficient to reimburse the Servicer or any Sub-Servicer for Servicing Advances;
(iv) to pay to the Servicer as additional 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 itself or the Seller with respect to each Mortgage Loan that has previously been purchased or replaced pursuant to Section 2.03 or Section 3.16(c) all amounts received thereon subsequent to the date of purchase or substitution, as the case may be;
(vi) to reimburse the Servicer for any Advance or Servicing Advance previously made which the Servicer has determined to be a Nonrecoverable Advance in accordance with the provisions of Section 4.04;
(vii) to pay, or to reimburse the Servicer for Servicing Advances in respect of, expenses incurred in connection with any Mortgage Loan pursuant to Section 3.16(b);
(viii) to reimburse the Servicer for expenses incurred by or reimbursable to the Servicer pursuant to Section 6.03;
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(ix) |
to pay itself any Prepayment Interest Excess; |
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(x) |
to reimburse itself for expenses incurred pursuant to Section 9.01(c)(i); |
(xi) to reimburse the Servicer for any Advance or Servicing Advance made with respect to a delinquent Mortgage Loan which has been modified by the Servicer in accordance with the terms of this Agreement but only after receipt by the Servicer of three (3) consecutive payments following such modification;
(xii) to invest funds in Permitted Investments in accordance with Section 3.12; and
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(xiii) |
to clear and terminate the Collection Account pursuant to Section 10.01. |
The foregoing requirements for withdrawal from the Collection Account shall be exclusive. 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.
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), (iv), (v), (vi) and (vii) above. The Servicer shall provide written notification to the Trustee, on or prior to the next succeeding Servicer Remittance Date, upon making any withdrawals from the Collection Account pursuant to subclause (vi) above; provided that an Officers’ Certificate in the form described under Section 4.04(d) shall suffice for such written notification to the Trustee in respect hereof.
(b) The Trustee shall, from time to time, make withdrawals from the Distribution Account, for any of the following purposes, without priority:
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(i) |
to make distributions in accordance with Section 4.01; |
(ii) to pay itself the Trustee Fee and reimbursable expenses pursuant to Section 8.05;
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(iii) |
to pay any amounts in respect of taxes pursuant to Section 9.01(g); |
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(iv) |
to clear and terminate the Distribution Account pursuant to Section 10.01; |
(v) to pay any amounts required to be paid to the Trustee pursuant to this Agreement, including but not limited to funds required to be paid pursuant to Section 2.01, Section 3.06, Section 4.01, Section 7.02 and Section 8.05;
(vi) to pay to the Trustee, any interest or investment income earned on funds deposited in the Distribution Account; and
(vii) to pay to an Advancing Person reimbursements for Advances and/or Servicing Advances pursuant to Section 3.29.
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SECTION 3.12 |
Investment of Funds in the Collection Account and the Distribution Account. |
(a) The Servicer may direct any depository institution maintaining the Collection Account and any REO Account to invest the funds on deposit in such accounts and the Trustee may invest the funds on deposit in the Distribution Account (each such account, for the purposes of this Section 3.12, an “Investment Account”). All investments pursuant to this Section 3.12 shall be 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 date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon or if such investment is managed or advised by a Person other than the Trustee or an Affiliate of the Trustee, and (ii) no later than the date on which such funds are required to be withdrawn from such account
pursuant to this Agreement, if the Trustee is the obligor thereon or if such investment is managed or advised by the Trustee or any Affiliate or if the Trustee or any Affiliate of the Trustee is the Custodian, sub-custodian or administrator. 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 Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any REO Account, and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the 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 Trustee shall:
(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 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 and any REO Account held by or on behalf of the Servicer shall be for the benefit of the Servicer and shall be subject to its withdrawal in accordance with Section 3.11 or Section 3.23, as applicable. The Servicer shall deposit in the Collection Account or any REO Account, as applicable, the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such Account immediately upon realization of such loss.
(c) All income and gain realized from the investment of funds deposited in the Distribution Account shall be for the benefit of the Trustee. The Trustee shall deposit in the Distribution Account the amount of any loss of principal incurred in respect of any such Permitted Investment made with funds in such Account immediately upon realization of such loss. Notwithstanding the foregoing, the Trustee may at its discretion, and without liability, hold the funds in the Distribution Account uninvested.
(d) 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 Trustee may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of the Holders of Certificates representing more than 50% of the Voting Rights allocated to any Class of Certificates, shall take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
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SECTION 3.13 |
[Reserved]. |
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SECTION 3.14 |
Maintenance of Hazard Insurance and Errors and Omissions and Fidelity Coverage. |
(a) The Servicer shall cause to be maintained for each Mortgage Loan hazard insurance with extended coverage on the Mortgaged Property in an amount which is at least equal to the lesser of (i) the current Principal Balance of such Mortgage Loan and (ii) the amount necessary to fully compensate for any damage or loss to the improvements that 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 hazard insurance with extended coverage on 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. 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 3.23, 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 Certificateholders, 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 and flood insurance has been made available, 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 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 3.14, it being understood and agreed that such policy may contain a deductible clause on terms substantially equivalent to those commercially available and maintained by competent servicers, 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 3.14, 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 servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf of itself, the Depositor, the Trustee and Certificateholders, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy.
(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 Xxxxxx Xxx or Xxxxxxx Mac if it were the purchaser of the Mortgage Loans, unless the Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. The Servicer shall also maintain a fidelity bond in the form and amount that would meet the requirements of Xxxxxx Mae or Xxxxxxx Mac, unless the Servicer has obtained a waiver of such requirements from Xxxxxx Mae or Xxxxxxx Mac. 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 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.
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SECTION 3.15 |
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 be required to take such action if in its sole business judgment the Servicer believes it is not in the best interests of the Trust Fund and 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 the extent permitted under the related Mortgage Note, 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 current underwriting criteria of the Servicer for a mortgage loan similar to the related Mortgage Loan. In connection with any assumption, modification 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, modification or substitution of liability agreement shall be retained by the Servicer as additional servicing compensation. In connection with any such assumption, no 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 Trustee that any such substitution, modification or assumption agreement has been completed by forwarding to the Trustee the executed original of such substitution, modification 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 whatsoever. For purposes of this Section 3.15, 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.
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SECTION 3.16 |
Realization Upon Defaulted Mortgage Loans. |
(a) The Servicer shall use its reasonable efforts, consistent with the Servicing Standard, 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. Title to any such property shall be taken in the name of the Trustee or its nominee on behalf of the Certificateholders or in the name of the Servicer in accordance with the Servicer’s customary servicing practices and held for the benefit of the Trust Fund, subject to applicable law. 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 Section 3.11(a) and Section 3.23. The foregoing is subject to the provision that, in any case in which a 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. With respect to any second lien Mortgage Loan for which the related first lien mortgage loan is not included in the Trust Fund, if, after such Mortgage Loan becomes 180 days or more delinquent, the Servicer determines that a significant recovery is not possible through foreclosure, such Mortgage Loan may be charged off and the Mortgage Loan will be treated as a Liquidated Mortgage Loan giving rise to a Realized Loss.
(b) Notwithstanding the foregoing provisions of this Section 3.16 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 Trustee, 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 Trustee, the Trust Fund or the Certificateholders 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 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 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 Trust Fund 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 Trust Fund to take such actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section 3.16 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(a)(vii), such right of reimbursement being prior to the rights of Certificateholders 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 Trust Fund 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, clean-up 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 Trust Fund; provided that any amounts disbursed by the Servicer pursuant to this Section 3.16(b) shall constitute Servicing Advances, subject to Section 4.04(d). The cost of any such compliance, containment, clean-up 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(a)(vii), such right of reimbursement being prior to the rights of Certificateholders 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 a Mortgage Loan which has become 90 or more days delinquent or for which the Servicer has accepted a deed in lieu of
foreclosure. Prior to purchase pursuant to this Section 3.16(c), the Servicer shall be required to continue to make Advances pursuant to Section 4.04. The Servicer shall not use any procedure in selecting Mortgage Loans to be repurchased which is materially adverse to the interests of the Certificateholders. The Servicer shall purchase such delinquent Mortgage Loan at a price equal to the Purchase Price of such Mortgage Loan. Any such purchase of a Mortgage Loan pursuant to this Section 3.16(c) shall be accomplished by deposit in the Collection Account of the amount of the Purchase Price. Upon the satisfaction of the requirements set forth in Section 3.17(a), the Trustee shall promptly deliver the Mortgage File and any related documentation to the Servicer and will execute such documents provided to it as are necessary to convey the Mortgage Loan to the Servicer.
(d) Proceeds received in connection with any Final Recovery Determination, as well as any recovery resulting from a partial collection of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds, in respect of any Mortgage Loan, will be applied in the following order of priority: first, to unpaid Servicing Fees; second, to reimburse the Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances pursuant to Section 3.11(a)(iii) and Advances pursuant to Section 3.11(a)(ii); third, 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 Distribution Date on which such amounts are to be distributed if not in connection with a Final Recovery Determination; and fourth, as a recovery of principal of the Mortgage Loan. 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(a)(iii).
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SECTION 3.17 |
Trustee to Cooperate; Release of Mortgage Files. |
(a) 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 shall immediately notify or cause to be notified the Trustee by a certification and shall deliver to the Trustee, in written or electronic format, which format is acceptable to the Custodian, two executed copies of a Request for Release in the form of Exhibit E hereto (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) signed by a Servicing Officer (or in a mutually agreeable electronic format that will, in lieu of a signature on its face, originate from a Servicing Officer) and shall request delivery to it of the Mortgage File. Upon receipt of such certification and request, the Trustee shall, within three Business Days, release and send by overnight mail, at the expense of the Servicer or the related Mortgagor, 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.
(b) 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 Trustee shall, upon any request made by or on behalf of the Servicer and delivery to the Trustee of two executed copies of a written Request for Release in the form of Exhibit E hereto signed by a Servicing Officer (or in a mutually agreeable electronic format
that will, in lieu of a signature on its face, originate from a Servicing Officer), release the related Mortgage File to the Servicer within three Business Days, and the Trustee shall, at the direction of the Servicer, execute such documents provided to it by the Servicer 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 Trustee when the need therefor by the Servicer no longer exists, unless the Mortgage Loan has been liquidated or charged off 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 non-judicially, and the Servicer has delivered, or caused to be delivered, to the Trustee an additional Request for Release certifying as to such liquidation or action or proceedings. Upon the request of the Trustee, the Servicer shall provide notice to the Trustee of 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 Request for Release, in written (with two executed copies) or electronic format, from 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, such Mortgage Loan shall be released by the Trustee to the Servicer or its designee within three Business Days.
(c) Upon written certification of a Servicing Officer, the Trustee shall execute and deliver to the Servicer or the Sub-Servicer, as the case may be, copies of 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 Trustee and a statement as to the reason such documents or pleadings are required and that the execution and delivery thereof by the 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.
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SECTION 3.18 |
Servicing Compensation. |
As compensation for its activities hereunder, the Servicer shall be entitled to the Servicing Fee with respect to each Mortgage Loan payable solely from payments of interest in respect of such Mortgage Loan, subject to Section 3.24. In addition, the Servicer shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds, Liquidation Proceeds or condemnation proceeds to the extent permitted by Section 3.11(a)(iii) and out of amounts derived from the operation and sale of an REO Property to the extent permitted by Section 3.23. Except as provided in Section 3.29, 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 from the
Servicing Fee any amounts due to a Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under Section 3.02.
Additional servicing compensation in the form of assumption fees, late payment charges, insufficient funds charges, ancillary income or otherwise (other than Prepayment Charges) shall be retained by the Servicer only to the extent such fees or charges are received by the Servicer. The Servicer shall also be entitled pursuant to Section 3.11(a)(iv) to withdraw from the Collection Account and pursuant to Section 3.23(b) to withdraw from any REO Account, as additional servicing compensation, interest or other income earned on deposits therein, subject to Section 3.12 and Section 3.24. The Servicer shall also be entitled to receive Prepayment Interest Excess pursuant to Section 3.10 and 3.11 as additional servicing compensation. 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 3.14, to the extent such premiums are not paid by the related Mortgagors or by a Sub-Servicer, and servicing compensation of each Sub-Servicer) and shall not be entitled to reimbursement therefor except as specifically provided herein.
The Servicer shall be entitled to any Prepayment Interest Excess, which it may withdraw from the Collection Account pursuant to Section 3.11(a)(ix).
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SECTION 3.19 |
Reports to the Trustee; Collection Account Statements. |
Not later than twenty days after each Distribution Date, the Servicer shall forward to the Trustee and the Depositor an account statement evidencing the status of the collection account reflecting activity in the previous month and an Officer’s Certificates shall accompany such account statement certifying that the information contained in such account statement is true and correct.
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SECTION 3.20 |
Statement as to Compliance. |
The Servicer will deliver to the Trustee and the Depositor not later than March 20th of each calendar year, commencing in 2006, an Officers’ Certificate in the form attached hereto as Exhibit I stating, as to each signatory thereof, that (i) a review of the activities of the Servicer during the preceding calendar 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 in all material respects, or, if there has been a default in the fulfillment of any such obligation in any material respect, specifying each such default known to such officer and the nature and status thereof. Copies of any such statement shall be provided by the Trustee to any Certificateholder and to any Person identified to the Trustee as a prospective transferee of a Certificate, upon request at the expense of the requesting party, provided such statement is delivered by the Servicer to the Trustee. In addition to the foregoing, the Servicer will, to the extent reasonable, give any other servicing information required by the Securities and Exchange Commission pursuant to applicable law. The Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and
other costs and expenses that such Person may sustain based upon a breach of the Servicer’s obligations under this Section 3.20.
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SECTION 3.21 |
Independent Public Accountants’ Servicing Report. |
Not later than March 20th of each calendar year, commencing in 2006, 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 Attestation 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 calendar 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 Trustee and each Rating Agency. Copies of such statement shall be provided by the Trustee to any Certificateholder upon request at the Servicer’s expense, provided that such statement is delivered by the Servicer to the Trustee. The Servicer shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain based upon a breach of the Servicer’s obligations under this Section 3.21.
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SECTION 3.22 |
Access to Certain Documentation; Filing of Reports by Trustee. |
(a) 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 Certificateholder, 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. Nothing in this Section shall limit the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors (absent proof that it is in compliance with applicable law) and the failure of the Servicer to provide access as provided in this Section as a result of such obligation shall not constitute a breach of this Section. In addition, access to the documentation regarding the Mortgage Loans will be provided to any Certificateholder, the Trustee and to any Person identified to the Servicer as a prospective transferee of a Certificate, 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. Nothing in this Section 3.22 shall require the Servicer to collect, create, collate or otherwise generate any information that it does not generate in its usual course of business. The Servicer shall not be
required to make copies of or ship documents to any party unless provisions have been made for the reimbursement of the costs thereof.
(b) (i) The Trustee and the Servicer shall reasonably cooperate with the Depositor in connection with the Trust’s satisfying the reporting requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Trustee shall prepare on behalf of the Trust any Forms 8-K and 10-K customary for similar securities as required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission thereunder, and the Depositor shall sign (or shall cause another entity acceptable to the Securities and Exchange Commission to sign) and the Trustee shall file (via the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System) such forms on behalf of the Depositor (or such other entity). The Depositor hereby grants to the Trustee a limited power of attorney to execute any Form 8-K and file each such document on behalf of the Depositor. Such power of attorney shall continue until the earlier of (i) receipt by the Trustee from the Depositor of written termination of such power of attorney and (ii) the termination of the Trust. Notwithstanding anything herein to the contrary, the Depositor, and not the Trustee, shall be responsible for executing each Form 10-K filed on behalf of the Trust.
(ii) Each Form 8-K shall be filed by the Trustee within 15 days after each Distribution Date, with a copy of the statement to the Certificateholders for such Distribution Date as an exhibit thereto. Subject to Section 3.22(b)(v), prior to March 30th of each year (or such earlier date as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission), the Trustee shall file a Form 10-K, in substance as required by applicable law or applicable Security and Exchange Commission interpretations. The Trustee shall prepare such Form 10-K and provide the Depositor with such Form 10-K not later than March 20th of each year, subject to Section 3.22(b)(v). Following its receipt thereof, the Depositor shall execute such Form 10-K and provide the original of such Form 10-K to the Trustee not later than March 25th (or, if the applicable March 25th is not a Business Day, the next succeeding Business Day) of each year; provided, however, that if the filing of such Form 10-K shall be required to occur on a date earlier than March 30th of each year as may be required by the Exchange Act and the Rules and Regulations of the Securities and Exchange Commission, then the time periods for preparation and execution of such Form 10-K set forth in this sentence shall be adjusted accordingly. Such Form 10-K when filed shall include as exhibits the Servicer’s annual statement of compliance described under Section 3.20 and the accountant’s report described under Section 3.21, in each case to the extent they have been timely delivered to the Trustee. If they are not so timely delivered, the Trustee shall file an amended Form 10-K, at the expense of the Servicer, including such documents as exhibits reasonably promptly after they are delivered to the Trustee. The Trustee shall have no liability with respect to any failure to properly prepare or file such periodic reports resulting from or relating to the Trustee’s inability or failure to obtain any information not resulting from its own negligence or willful misconduct. The Form 10-K shall also include a certification in the form attached hereto as Exhibit N-1 (the “Certification”), which shall be signed by the senior officer of the Depositor in charge of securitization.
(iii) In addition, (x) subject to Section 3.22(b)(v) hereof, the Trustee shall sign a certification (in the form attached hereto as Exhibit N-2) for the benefit of the Depositor and its
officers, directors and Affiliates regarding certain aspects of the Certification (the “Trustee Certification”); provided, however, that the Trustee shall not undertake an analysis of the accountant’s report attached as an exhibit to the Form 10-K, and (y) the Servicer shall sign a certification (in the form attached hereto as Exhibit N-3) for the benefit of the Depositor, the Trustee and their officers, directors and Affiliates regarding certain aspects of the Certification (the “Servicer Certification”). The Servicer Certification shall be delivered to the Depositor and the Trustee no later than March 20th or if such day is not a Business Day, the preceding Business Day, each year (subject to Section 3.22(b)(v) hereof).
In addition, (A) the Trustee shall indemnify and hold harmless the Depositor and its officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses arising out of third party claims based upon a breach of the Trustee’s obligations under this Section 3.22(b) or any material misstatement contained in the Trustee Certification, other than as a result of incorrect information provided to the Trustee by the Servicer, and (B) the Servicer shall indemnify and hold harmless the Depositor, the Trustee and their respective officers, directors and Affiliates from and against any actual losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based upon a breach of the Servicer’s obligations under this Section 3.22(b)(iii), any material misstatement or omission contained in the Servicer’s Certification or any information correctly derived by the Trustee and included in a Form 8-K or Form 10-K from information provided to the Trustee by the Servicer under this Agreement. If the indemnification provided for herein is unavailable or insufficient to hold harmless the Depositor, then (i) the Trustee agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Trustee on the other and (ii) the Servicer agrees that it shall contribute to the amount paid or payable by the Depositor as a result of the losses, claims, damages or liabilities of the Depositor in such proportion as is appropriate to reflect the relative fault of the Depositor on the one hand and the Servicer on the other.
(iv) Upon any filing with the Securities and Exchange Commission, the Trustee shall promptly deliver to the Depositor a copy of any executed report, statement or information.
(v) Prior to January 30 of the first year in which the Trustee is able to do so under applicable law, the Trustee shall file a Form 15 Suspension Notification with respect to the Trust.
(vi) To the extent that, following the Closing Date, the Depositor certifies that reports and certifications differing from those required under this Section 3.22(b) comply with the reporting requirements under the Exchange Act, the Trustee and the Servicer hereby agree that they will reasonably cooperate to amend the provisions of this Section 3.22(b) in order to comply with such amended reporting requirements and such amendment of this Section 3.22(b); provided, however, that the Trustee shall not be responsible for executing any Form 10-K or the
Certification. Any such amendment may result in the reduction of the reports filed by the Depositor under the Exchange Act.
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SECTION 3.23 |
Title, Management and Disposition of REO Property. |
(a) The deed or certificate of sale of any REO Property shall, subject to applicable laws, be taken in the name of the Trustee, or its nominee, in trust for the benefit of the Certificateholders or in the name of the Servicer in accordance with the Servicer’s customary servicing practices and held for the benefit of the Trust Fund. The Servicer, on behalf of REMIC 1, shall sell any REO Property as soon as practicable and in any event no later than the end of the third full taxable year after the taxable year in which such REMIC acquires ownership of such REO Property for purposes of Section 860G(a)(8) of the Code or request from the Internal Revenue Service, no later than 60 days before the day on which the three-year grace period would otherwise expire, an extension of such three-year period, unless the Servicer shall have delivered to the Trustee an Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect that the holding by the REMIC of such REO Property subsequent to three years after its acquisition will not result in the imposition on the REMIC of taxes on “prohibited transactions” thereof, as defined in Section 860F of the Code, or cause any of the REMICs created hereunder to fail to qualify as a REMIC under Federal law at any time that any Certificates are outstanding. The Servicer shall manage, conserve, protect and operate each REO Property for the Certificateholders solely for the purpose of its prompt disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code or result in the receipt by any of the REMICs created hereunder of any “income from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code, or any “net income from foreclosure property” which is subject to taxation under the REMIC Provisions.
(b) The Servicer shall separately account for all funds collected and received in connection with the operation of any REO Property and shall establish and maintain, or cause to be established and maintained, with respect to REO Properties an account held in trust for the Trustee for the benefit of the Certificateholders (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, all on such terms and for such period (subject to the requirement of prompt disposition set forth in Section 3.23(a)) as the Servicer deems to be in the best interests of Certificateholders. In connection therewith, the Servicer shall deposit, or cause to be deposited in the REO Account, in no event more than two Business Days after the Servicer’s receipt thereof, 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:
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(i) |
all insurance premiums due and payable in respect of such REO Property; |
(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, operate and dispose of 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.
Notwithstanding the foregoing, neither the Servicer nor the Trustee shall:
(A) authorize the Trust Fund to enter into, renew or extend any New Lease with respect to any REO Property, if the New Lease by its terms will give rise to any income that does not constitute Rents from Real Property;
(B) authorize any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real Property;
(C) authorize any construction on any REO Property, other than the completion of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement was completed before default on the related Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or
(D) authorize any Person to Directly Operate any REO Property on any date more than 90 days after its date of acquisition by the Trust Fund;
unless, in any such case, the Servicer has obtained an Opinion of Counsel, addressed to the Trustee, to the effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code at any time that it is held by the REMIC, in which case the Servicer may take such actions as are specified in such Opinion of Counsel.
The Servicer may contract with any Independent Contractor for the operation and management of any REO Property, provided that:
(1) the terms and conditions of any such contract shall not be inconsistent herewith;
(2) 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 as soon as practicable, but in no event later than thirty days following the receipt thereof by such Independent Contractor;
(3) none of the provisions of this Section 3.23(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 Trustee on behalf of the Certificateholders with respect to the operation and management of any such REO Property; and
(4) 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 3.18 is sufficient to pay such fees; provided, however, that to the extent that any payments made by such Independent Contractor would constitute Servicing Advances if made by the Servicer, such amounts shall be reimbursable as Servicing Advances made by the Servicer.
(d) In addition to the withdrawals permitted under Section 3.23(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 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 distribution on the related Distribution Date in accordance with Section 4.01, the income from the related REO Property received during the prior calendar month, net of any withdrawals made pursuant to Section 3.23(c) or this Section 3.23(d).
(e) Subject to the time constraints set forth in Section 3.23(a), each REO Disposition shall be carried out by the Servicer in a manner, at such price and upon such terms and conditions as shall be normal and usual in the Servicing Standard.
(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 distribution on the related Distribution Date in
accordance with Section 4.01. Any REO Disposition shall be for cash only (unless changes in the REMIC Provisions made subsequent to the Startup Day allow a sale for other consideration).
(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 the Code. Such reports shall be in form and substance sufficient to meet the reporting requirements of the Code.
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SECTION 3.24 |
Obligations of the Servicer in Respect of Prepayment Interest Shortfalls. |
Not later than 4:00 p.m. New York time on each Servicer Remittance Date, the Servicer shall remit to the Distribution Account an amount (“Compensating Interest”) equal to the lesser of (A) the aggregate of the Prepayment Interest Shortfalls for the related Distribution Date and (B) its aggregate Servicing Fee received in the related Due Period. The Servicer shall not have the right to reimbursement for any amounts remitted to the Trustee in respect of Compensating Interest. Such amounts so remitted shall be included in the Available Funds and distributed therewith on the next Distribution Date. The Servicer shall not be obligated to pay Compensating Interest with respect to Relief Act Interest Shortfalls.
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SECTION 3.25 |
[Reserved]. |
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SECTION 3.26 |
Obligations of the Servicer in Respect of Mortgage Rates and Monthly Payments. |
In the event that a shortfall in any collection on or liability with respect to the Mortgage Loans in the aggregate results from or is attributable to adjustments to Mortgage Rates, 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 deposit in the Collection Account from its own funds the amount of any such shortfall and shall indemnify and hold harmless the Trust Fund, the Trustee, the Depositor and any successor servicer in respect of any such liability. Such indemnities shall survive the termination or discharge of this Agreement. Notwithstanding the foregoing, this Section 3.26 shall not limit the ability of the Servicer to seek recovery of any such amounts from the related Mortgagor under the terms of the related Mortgage Note, as permitted by law.
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SECTION 3.27 |
[Reserved]. |
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SECTION 3.28 |
[Reserved]. |
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SECTION 3.29 |
Advance Facility. |
The Servicer is hereby authorized to enter into a financing or other facility (any such arrangement, an “Advance Facility”) under which (1) the Servicer sells, assigns or pledges to another Person (together with such Person’s successors and assigns, an “Advancing Person”)
the Servicer’s rights under this Agreement to be reimbursed for any Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund some or all Advances and/or Servicing Advances required to be made by the Servicer pursuant to this Agreement. No consent of the Depositor, the Trustee, the Certificateholders or any other party shall be required before the Servicer may enter into an Advance Facility. The Servicer shall notify each other party to this Agreement in writing prior to or promptly after entering into or terminating any Advance Facility stating the identity of the Advancing Person. Notwithstanding the existence of any Advance Facility under which an Advancing Person agrees to fund Advances and/or Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant to this Agreement to make Advances and Servicing Advances pursuant to and as required by this Agreement. If the Servicer enters into an Advance Facility, and for so long as an Advancing Person remains entitled to receive reimbursement for any Advances including Nonrecoverable Advances (“Advance Reimbursement Amounts”) and/or Servicing Advances including Nonrecoverable Advances (“Servicing Advance Reimbursement Amounts” and together with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to the extent such type of Reimbursement Amount is included in the Advance Facility), as applicable, pursuant to this Agreement, then the Servicer shall identify, in the Officer’s Certificate described in the next two sentences, such Reimbursement Amounts consistent with the reimbursement rights set forth in Section 3.11(a)(ii), (iii), (vi) and (vii) and remit such Reimbursement Amounts in accordance with Section 3.10(b) or otherwise in accordance with the documentation establishing the Advance Facility to such Advancing Person or to a trustee, agent or custodian (an “Advance Facility Trustee”) designated by such Advancing Person. Notwithstanding the foregoing, if so required pursuant to the terms of the Advance Facility, the Servicer may direct, and if so directed the Trustee is hereby authorized to and shall pay to the Advance Facility Trustee the Reimbursement Amounts identified pursuant to the preceding sentence. To the extent that an Advancing Person funds any Advance and the Servicer provides the Trustee with an Officer’s Certificate that such Advancing Person is entitled to reimbursement, such Advancing Person shall be entitled to receive reimbursement pursuant to this Agreement for such amount to the extent provided in this section. Such Officer’s Certificate must specify the amount of the reimbursement, the remittance date, the Section of this Agreement that permits the applicable Advance to be reimbursed and either the section(s) of the Advance Facility that entitle the Advancing Person to request reimbursement from the Trustee, rather than the Servicer, or proof of an event of default by the Servicer under the Advance Facility entitling the Advancing Person to reimbursement from the Trustee. Notwithstanding anything to the contrary herein, in no event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement Amounts be included in the Available Funds or distributed to Certificateholders.
Reimbursement Amounts shall consist solely of amounts in respect of Advances and/or Servicing Advances made with respect to the Mortgage Loans for which the Servicer would be permitted to reimburse itself in accordance with this Agreement, assuming the Servicer or the Advancing Person had made the related Advance(s) and/or Servicing Advance(s). Notwithstanding the foregoing, except with respect to reimbursement of Nonrecoverable Advances as set forth in this Agreement, no Person shall be entitled to reimbursement from funds held in the Collection Account for future distribution to Certificateholders pursuant to this Agreement. None of the Depositor or the Trustee shall have any duty or liability with respect to the calculation of any Reimbursement Amount and shall be entitled to rely, without independent
investigation, on the Officer’s Certificate provided pursuant to this Section 3.29, nor shall the Depositor or the Trustee have any responsibility to track or monitor the administration of the Advance Facility and the Depositor shall not have any responsibility to track, monitor or verify the payment of Reimbursement Amounts to the related Advancing Person or Advance Facility Trustee. The Servicer shall maintain and provide to any successor servicer and (upon request) the Trustee a detailed accounting on a loan by loan basis as to amounts advanced by, sold, pledged or assigned to, and reimbursed to any Advancing Person. The successor servicer shall be entitled to rely on any such information provided by the predecessor servicer, and the successor servicer shall not be liable for any errors in such information. Any successor Servicer shall reimburse the predecessor Servicer and itself for outstanding Advances and Servicing Advances, respectively, with respect to each Mortgage Loan on a first in, first out (“FIFO”) basis; provided that the successor Servicer has received prior written notice from the predecessor Servicer or the Advancing Person of reimbursement amounts owed to the predecessor Servicer. Liquidation Proceeds with respect to a Mortgage Loan shall be applied to reimburse Advances outstanding with respect to that Mortgage Loan before being applied to reimburse Servicing Advances outstanding with respect to that Mortgage Loan.
An Advancing Person who receives an assignment or pledge of the rights to be reimbursed for Advances and/or Servicing Advances, and/or whose obligations hereunder are limited to the funding or purchase of Advances and/or Servicing Advances shall not be required to meet the criteria for qualification of a subservicer set forth in this Agreement.
Upon the direction of and at the expense of the Servicer, the Trustee agrees to execute such acknowledgments, certificates, and other documents provided by the Servicer recognizing the interests of any Advance Facility Trustee in such Reimbursement Amounts as the Servicer may cause to be made subject to Advance Facilities pursuant to this Section 3.29.
The Servicer shall remain entitled to be reimbursed for all Advances and Servicing Advances funded by the Servicer to the extent the related rights to be reimbursed therefor have not been sold, assigned or pledged to an Advancing Person.
The Servicer shall indemnify the Depositor, the Trustee, any successor servicer and the Trust Fund for any loss, liability or damage resulting from any claim by the related Advancing Person, except to the extent that such claim, loss, liability or damage resulted from or arose out of negligence, recklessness or willful misconduct or breach of its duties hereunder on the part of the Depositor, the Trustee or any successor servicer.
Any amendment to this Section 3.29 or to any other provision of this Agreement that may be necessary or appropriate to effect the terms of an Advance Facility as described generally in this Section 3.29, including amendments to add provisions relating to a successor servicer, may be entered into by the Trustee, the Depositor and the Servicer without the consent of any Certificateholder, provided such amendment complies with Section 11.01 hereof. All reasonable costs and expenses (including attorneys’ fees) of each party hereto of any such amendment shall be borne solely by the Servicer. Prior to entering into an Advance Facility, the Servicer shall notify the Advancing Person in writing that: (a) the Advances and/or Servicing Advances purchased, financed by and/or pledged to the Advancing Person are obligations owed
to the Servicer on a non-recourse basis payable only from the cash flows and proceeds received under this Agreement for reimbursement of Advances and/or Servicing Advances only to the extent provided herein, and the Trustee and the Trust are not otherwise obligated or liable to repay any Advances and/or Servicing Advances financed by the Advancing Person and (b) the Trustee shall not have any responsibility to calculate any Reimbursement Amounts or to track or monitor the administration of the Advance Facility between the Servicer and the Advancing Person.
ARTICLE IV
FLOW OF FUNDS
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SECTION 4.01 |
Distributions. |
(a) On each Distribution Date, to the extent of funds on deposit in the Distribution Account, the Trustee shall, first, withdraw from the Distribution Account an amount equal to the Credit Risk Manager Fee for such Distribution Date and shall pay such amount to the Credit Risk Manager and, then, withdraw from the Distribution Account that portion of Available Funds for such Distribution Date consisting of the Interest Remittance Amount for such Distribution Date, and make the following disbursements and transfers in the order of priority described below, in each case to the extent of the Interest Remittance Amount remaining for such Distribution Date:
(i) concurrently, to the Holders of the Class A Certificates, on a pro rata basis based on the entitlement of each such Class, the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount, if any, for such Certificates; and
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, the Monthly Interest Distributable Amount allocable to such Certificates.
(b) On each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger Event is in effect, to the extent of funds on deposit in the Distribution Account, distributions in respect of principal to the extent of the Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Class A Certificates (allocated among the Class A Certificates in the priority described below), until the Certificate Principal Balances thereof have been reduced to zero; and
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, until the Certificate Principal Balances thereof have been reduced to zero.
(c) On each Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger Event is not in effect, to the extent of funds on deposit in the Distribution Account, distributions in respect of principal to the extent of the Principal Distribution Amount shall be made in the following amounts and order of priority:
(i) to the Holders of the Class A Certificates (allocated among the Class A Certificates in the priority described below), the Senior Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(ii) to the Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution Amount until the Certificate Principal Balances thereof have been reduced to zero;
(iii) to the Holders of the Class M-2 Certificates, the Class M-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(iv) to the Holders of the Class M-3 Certificates, the Class M-3 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(v) to the Holders of the Class M-4 Certificates, the Class M-4 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vi) to the Holders of the Class M-5 Certificates, the Class M-5 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(vii) to the Holders of the Class M-6 Certificates, the Class M-6 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(viii) to the Holders of the Class M-7 Certificates, the Class M-7 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(ix) to the Holders of the Class M-8 Certificates, the Class M-8 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(x) to the Holders of the Class M-9 Certificates, the Class M-9 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(xi) to the Holders of the Class M-10 Certificates, the Class M-10 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero;
(xii) to the Holders of the Class B-1 Certificates, the Class B-1 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero; and
(xiii) to the Holders of the Class B-2 Certificates, the Class B-2 Principal Distribution Amount until the Certificate Principal Balance thereof has been reduced to zero.
With respect to the Class A Certificates, all principal distributions will be distributed sequentially, first, to the Holders of the Class A-6 Certificates, the Lockout Distribution Percentage of such principal distributions, until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; second, to the Class A-1 Certificates; until the Certificate Principal Balance of the Class A-1 Certificates has been reduced to zero; third, to the Class A-2 Certificates, until the Certificate Principal Balance of the Class A-2 Certificates has been reduced to zero; fourth, to the Class A-3 Certificates, until the Certificate Principal Balance of the Class A-3 Certificates has been reduced to zero; fifth, to the Class A-4 Certificates, until the Certificate Principal Balance of the Class A-4 Certificates has been reduced to zero; sixth, to the Class A-5 Certificates, until the Certificate Principal Balance of the Class A-5 Certificates has been reduced to zero and seventh, to the Class A-6 Certificates, until the Certificate Principal Balance of the Class A-6 Certificates has been reduced to zero; provided, however, on any Distribution Date on which the aggregate Certificate Principal Balance of the Floating Rate Certificates and the Class CE Certificates have been reduced to zero, all principal distributions will be distributed concurrently to the Class A Certificates on a pro rata basis based on the Certificate Principal Balance of each such Class, until their respective Certificate Principal Balances have been reduced to zero.
(d) On each Distribution Date, to the extent of funds on deposit in the Distribution Account, the Net Monthly Excess Cashflow shall be distributed as follows:
(i) to the Holders of the Class or Classes of Certificates then entitled to receive distributions in respect of principal, in an amount equal to any Extra Principal Distribution Amount, distributable to such Holders as part of the Principal Distribution Amount as described under Section 4.01(b) and Section 4.01(c) above;
(ii) sequentially, to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, in each case, first, up to the Unpaid Interest Shortfall Amount for each such Class and second, up to the Allocated Realized Loss Amount for each such Class;
(iii) to the Net WAC Rate Carryover Reserve Account, the amount by which any Net WAC Rate Carryover Amounts for such Distribution Date exceed the amounts received by the Trustee under the Cap Contract;
(iv) to the Holders of the Class C Certificates, (a) the Monthly Interest Distributable Amount and any Overcollateralization Release Amount for such Distribution Date and (b) on any Distribution Date on which the aggregate Certificate Principal Balance of the Fixed Rate Certificates and the Floating Rate Certificates has been reduced to zero, any remaining amounts in reduction of the Certificate Principal Balance of the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero;
(v) if such Distribution Date follows the Prepayment Period during which occurs the latest date on which a Prepayment Charge may be required to be paid in
respect of any Mortgage Loans, to the Holders of the Class P Certificates, in reduction of the Certificate Principal Balance thereof, until the Certificate Principal Balance thereof is reduced to zero; and
(vi) any remaining amounts to the Holders of the Residual Certificates (in respect of the Class R-1 Interest, the Class R-2 Interest, the Class R-3 Interest or the Class R-4 Interest, as appropriate).
Following the foregoing distributions, an amount equal to the amount of Subsequent Recoveries deposited into the Collection Account pursuant to Section 3.10 shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the Highest Priority up to the extent of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. An amount equal to the amount of any remaining Subsequent Recoveries shall be applied to increase the Certificate Principal Balance of the Class of Certificates with the next Highest Priority, up to the amount of such Realized Losses previously allocated to that Class of Certificates pursuant to Section 4.08. Holders of such Certificates will not be entitled to any distribution in respect of interest on the amount of such increases for any Interest Accrual Period preceding the Distribution Date on which such increase occurs. Any such increases shall be applied to the Certificate Principal Balance of each Certificate of such Class in accordance with its respective Percentage Interest.
On each Distribution Date, after making the distributions of the Available Funds as set forth above, the Trustee will withdraw from the Net WAC Rate Carryover Reserve Account, to the extent of amounts remaining on deposit therein, the amount of any Net WAC Rate Carryover Amount for such Distribution Date and distribute such amount in the following order of priority:
(i) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, from payments made under the Cap Contract, up to a maximum amount equal to the related Net WAC Rate Carryover Amount for such Distribution Date;
(ii) concurrently, to the Class A Certificates, on a pro rata basis based on the entitlement of each such Class, the related Net WAC Rate Carryover Amount; and
(iii) sequentially, to the Class X-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class M-9, Class M-10, Class B-1 and Class B-2 Certificates, in that order, the related Net WAC Rate Carryover Amount remaining undistributed pursuant to clause (i) above.
On each Distribution Date, all amounts representing Prepayment Charges in respect of the Mortgage Loans received during the related Prepayment Period and any Servicer Prepayment Charge Amounts paid by the Servicers during the related Prepayment Period and on deposit in the Distribution Account will be withdrawn from the Distribution Account and distributed by the Trustee to the Holders of the Class P Certificates and shall not be available for
distribution to the Holders of any other Class of Certificates. The payment of the foregoing amounts to the Holders of the Class P Certificates shall not reduce the Certificate Principal Balances thereof.
(e) The Trustee shall make distributions in respect of a Distribution Date to each Certificateholder of record on the related Record Date (other than as provided in Section 10.01 respecting the final distribution), in the case of Certificateholders of the Regular Certificates, by check or money order mailed to such Certificateholder at the address appearing in the Certificate Register, or by wire transfer if such Certificateholder has provided to the Trustee wire transfer instructions by five Business Days prior to such Record Date. Distributions among Certificateholders shall be made in proportion to the Percentage Interests evidenced by the Certificates held by such Certificateholders.
(f) Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Servicers shall have any responsibility therefor except as otherwise provided by applicable law.
(g) Except as otherwise provided in Section 10.01, whenever the Trustee expects that the final distribution with respect to any Class of Certificates will be made on the next Distribution Date, the Trustee shall, no later than two days prior to the related Distribution Date, send, by overnight delivery or by registered mail, to each Holder on such date of such Class of Certificates a notice to the effect that:
(i) the Trustee expects that the final distribution with respect to the Certificates of such Class will be made on such Distribution Date but only upon presentation and surrender of such Certificates at the office of the Trustee therein specified, and
(ii) no interest shall accrue on such Certificates from and after the end of the calendar month preceding such final Distribution Date.
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SECTION 4.02 |
[Reserved]. |
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SECTION 4.03 |
Statements. |
(a) On each Distribution Date, based, as applicable, on information provided to it by the Servicers pursuant to Sections 3.19 and 4.04, the Trustee shall prepare and make available to each Holder of the Regular Certificates, the Servicers, the Credit Risk Manager and
the Rating Agencies, a statement as to the distributions made on such Distribution Date which shall include the following information:
(i) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates, separately identified, allocable to principal and the amount of the distribution made to the Holders of the Class P Certificates allocable to Prepayment Charges and Servicer Prepayment Charge Payment Amounts;
(ii) the amount of the distribution made on such Distribution Date to the Holders of each Class of Regular Certificates (other than the Class P Certificates) allocable to interest, separately identified;
(iii) the Overcollateralized Amount, the Overcollateralization Release Amount, the Overcollateralization Deficiency Amount (if any) and the Overcollateralization Target Amount as of such Distribution Date and the Excess Overcollateralized Amount (if any) for the Mortgage Pool for such Distribution Date;
(iv) the aggregate amount of servicing compensation received by each Servicer with respect to the related Due Period and such other customary information as the Trustee deems necessary or desirable, or which a Certificateholder reasonably requests, to enable Certificateholders to prepare their tax returns;
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(v) |
the aggregate amount of Advances for the related Due Period; |
(vi) the Pool Balance at the Close of Business at the end of the related Due Period;
(vii) the number, aggregate Stated Principal Balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the Mortgage Loans as of the related Determination Date;
(viii) the number and aggregate unpaid Stated Principal Balance of Mortgage Loans that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or foreclosure and REO Properties) (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of the Close of Business on the last day of the calendar month preceding such Distribution Date and (D) REO Properties;
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(ix) |
[Reserved]; |
(x) the total number and cumulative Stated Principal Balance of all REO Properties as of the Close of Business of the last day of the preceding Prepayment Period;
(xi) the aggregate amount of Principal Prepayments made during the related Prepayment Period;
(xii) the aggregate amount of Realized Losses incurred during the related Prepayment Period and the cumulative amount of Realized Losses since the Closing Date and the aggregate amount of Subsequent Recoveries received during the related Prepayment Period and the cumulative amount of Subsequent Recoveries received since the Closing Date;
(xiii) the aggregate amount of extraordinary Trust Fund expenses withdrawn from the Collection Account for such Distribution Date;
(xiv) the Certificate Principal Balance of the Certificates (other than the Residual Certificates), after giving effect to the distributions made on such Distribution Date;
(xv) the Monthly Interest Distributable Amount in respect of each Class of Fixed Rate Certificates and Floating Rate Certificates and the Class C Certificates for such Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect to the Fixed Rate Certificates, the Floating Rate Certificates and the Class C Certificates for such Distribution Date;
(xvi) the aggregate amount of any Net Prepayment Interest Shortfalls for such Distribution Date;
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(xvii) |
the Credit Enhancement Percentage for such Distribution Date; |
(xviii) the Net WAC Rate Carryover Amount for each Class of Fixed Rate Certificates and Floating Rate Certificates, if any, for such Distribution Date and the amount remaining unpaid after reimbursements therefor on such Distribution Date;
(xix) any Overcollateralization Target Amount, Overcollateralized Amount and Overcollateralization Deficiency Amount after giving effect to the distribution of principal on such Distribution Date;
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(xx) |
when the Stepdown Date or a Trigger Event has occurred; | |
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(xxi) |
the amount of Available Funds; |
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(xxii) the respective Pass-Through Rates applicable to each Class of Fixed Rate Certificates and Floating Rate Certificates and the Class C Certificates for such Distribution Date and the Pass-Through Rate applicable to each Class of Fixed Rate Certificates and Floating Rate Certificates for the immediately succeeding Distribution Date; and
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(xxiii) |
payments, if any, received under the Cap Contract. |
The Trustee will make such statement (and, at its option, any additional files containing the same information in an alternative format) available each month to Certificateholders, the Credit Risk Manager and the Rating Agencies via the Trustee’s internet
website located at “xxxx://xxx.xxxxxxxx.xxx/xxx.” Assistance in using the website can be obtained by calling the Trustee’s customer service desk at 000-000-0000. Parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by written notice to the Trustee at its Corporate Trust Office. The Trustee’s responsibility for disbursing the above information to the Certificateholders is limited to the availability, timeliness and accuracy of the information derived from the Servicers. The foregoing information shall be reported to the Trustee each month on or before the Servicer Remittance Date.
In the case of information furnished pursuant to subclauses (i) through (iii) above, the amounts shall be expressed in a separate section of the report as a dollar amount for each Class for each $1,000 original dollar amount as of the Cut-off Date.
(b) Within a reasonable period of time after the end of each calendar year, the Trustee shall, upon written request, furnish to each Person who at any time during the calendar year was a Certificateholder of a Regular Certificate, if requested in writing by such Person, such information as is reasonably necessary to provide to such Person a statement containing the information set forth in subclauses (i) through (iii) above, aggregated for such calendar year or applicable portion thereof during which such Person was a Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished by the Trustee to Certificateholders pursuant to any requirements of the Code as are in force from time to time.
(c) On each Distribution Date, the Trustee shall make available to the Residual Certificateholders a copy of the reports forwarded to the Regular Certificateholders in respect of such Distribution Date with such other information as the Trustee deems necessary or appropriate.
(d) Within a reasonable period of time after the end of each calendar year, the Trustee shall deliver to each Person who at any time during the calendar year was a Residual Certificateholder, if requested in writing by such Person, a statement containing the information provided pursuant to the previous paragraph aggregated for such calendar year or applicable portion thereof during which such Person was a Residual Certificateholder. Such obligation of the Trustee shall be deemed to have been satisfied to the extent that substantially comparable information shall be prepared and furnished to Certificateholders by the Trustee pursuant to any requirements of the Code as from time to time in force.
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SECTION 4.04 |
Remittance Reports; Advances. |
(a) On the second Business Day following each Determination Date, each Servicer shall deliver to the Trustee by telecopy or electronic mail (or by such other means as the related Servicer and the Trustee may agree from time to time) a Remittance Report with respect to the related Distribution Date. Not later than the second Business Day following each Determination Date, each Servicer shall deliver or cause to be delivered to the Trustee in addition to the information provided in the Remittance Report, such other information reasonably available to it with respect to the Mortgage Loans as the Trustee may reasonably require to perform the calculations necessary to make the distributions contemplated by Section
4.01 and to prepare the statements to Certificateholders contemplated by Section 4.03. The Trustee shall not be responsible to recompute, recalculate or verify any information provided to it by either Servicer.
(b) The amount of Advances to be made by each Servicer for any Distribution Date shall equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of Monthly Payments (net of the related Servicing Fee), due during the related Due Period in respect of the Mortgage Loans, which Monthly Payments were delinquent on a contractual basis 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 Due Period and as to which REO Property an REO Disposition did not occur during the related Due 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 3.23 for distribution on such Distribution Date.
On or before 4:00 p.m. New York time on the Servicer Remittance Date, each Servicer shall remit in immediately available funds to the Trustee for deposit in the Distribution Account an amount equal to the aggregate amount of Advances, if any, to be made in respect of the Mortgage Loans and REO Properties for the related Distribution Date either (i) from its own funds or (ii) from its 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 related Collection Account that amounts held for future distribution have been, as permitted by this Section 4.04, used by the related Servicer in discharge of any such Advance) or (iii) in the form of any combination of (i) and (ii) aggregating the total amount of Advances to be made by the related Servicer with respect to the Mortgage Loans and REO Properties. Any amounts held for future distribution used by the related Servicer to make an Advance as permitted in the preceding sentence shall be appropriately reflected in the related Servicer’s records and replaced by the related Servicer by deposit in its Collection Account on or before any future Servicer Remittance Date to the extent that the Available Funds for the related Distribution Date (determined without regard to Advances to be made on the Servicer Remittance Date) shall be less than the total amount that would be distributed to the Classes of Certificateholders pursuant to Section 4.01 on such Distribution Date if such amounts held for future distributions had not been so used to make Advances. The Trustee will provide notice to the related Servicer by telecopy by the Close of Business on any Servicer Remittance Date in the event that the amount remitted by the related Servicer to the Trustee on such date is less than the Advances required to be made by the related Servicer for the related Distribution Date, as set forth in the related Remittance Report.
(c) The obligation of each Servicer to make such Advances is mandatory, notwithstanding any other provision of this Agreement but subject to (d) below, and, with respect to any Mortgage Loan, shall continue until the Mortgage Loan is paid in full or until all Liquidation Proceeds thereon have been recovered, or a Final Recovery Determination has been made thereon.
(d) Notwithstanding anything herein to the contrary, no Advance or Servicing Advance shall be required to be made hereunder by either Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination by either Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by an Officers’ Certificate of the related Servicer delivered to the Depositor and the Trustee. Furthermore, neither Servicer shall be required to advance Relief Act Interest Shortfalls.
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SECTION 4.05 |
[Reserved]. |
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SECTION 4.06 |
Net WAC Rate Carryover Reserve Account. |
No later than the Closing Date, the Trustee shall establish and maintain with itself a separate, segregated trust account titled, “Net WAC Rate Carryover Reserve Account, JPMorgan Chase Bank, N.A. as Trustee, in trust for registered Holders of CHEC Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1.” All amounts deposited in the Net WAC Rate Carryover Reserve Account shall be distributed to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates in the manner set forth in Section 4.01(d).
On each Distribution Date as to which there is a Net WAC Rate Carryover Amount payable to the Fixed Rate Certificates or the Floating Rate Certificates, the Trustee has been directed by the Class C Certificateholders to, and therefore will, deposit into the Net WAC Rate Carryover Reserve Account the amounts described in Section 4.01(d)(iv), rather than distributing such amounts to the Class C Certificateholders. In addition, any payments received by the Trustee under the Cap Contract on each Distribution Date will be deposited into the Net WAC Rate Carryover Reserve Account. On each such Distribution Date, the Trustee shall hold all such amounts for the benefit of the Holders of the Fixed Rate Certificates and the Floating Rate Certificates, and will distribute such amounts to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates in the amounts and priorities set forth in Section 4.01(d).
On each Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve Account (representing payments received by the Trustee under the Cap Contract) after the payment of any Net WAC Rate Carryover Amounts on the Fixed Rate Certificates and the Floating Rate Certificates for such Distribution Date, shall be payable to the Trustee. For so long as any Floating Rate Certificates are beneficially owned by the Depositor or any of its Affiliates, the Depositor shall refund or cause such Affiliate to refund any amounts paid to it under the Cap Contract to the Trustee who shall, pursuant to the terms of the Cap Contract, return such amount to the counterparty thereunder.
For federal and state income tax purposes, the Class C Certificateholders will be deemed to be the owner of the Net WAC Rate Carryover Reserve Account. All amounts deposited into the Net WAC Rate Carryover Reserve Account (other than amounts received under the Cap Contract) shall be treated as amounts distributed by REMIC 2 to the Holder of the Class C Interest and by REMIC 3 to the Holder of the Class C Certificates. The Net WAC Rate Carryover Reserve Account will be an “outside reserve fund” within the meaning of Treasury regulation Section 1.860G-2(h). Upon the termination of the Trust, or the payment in full of the Fixed Rate Certificates and the Floating Rate Certificates, all amounts remaining on deposit in the Net WAC Rate Carryover Reserve Account will be released by the Trust and distributed to
the Class C Certificateholders or its designee. The Net WAC Rate Carryover Reserve Account will be part of the Trust but not part of any REMIC and any payments to the Holders of the Fixed Rate Certificates and the Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be payments with respect to a “regular interest” in a REMIC within the meaning of Code Section 860(G)(a)(1).
By accepting a Class C Certificate, each Class C Certificateholder hereby agrees to direct the Trustee, and the Trustee hereby is directed, to deposit into the Net WAC Rate Carryover Reserve Account the amounts described above on each Distribution Date as to which there is any Net WAC Rate Carryover Amount rather than distributing such amounts to the Class C Certificateholders. By accepting a Class C Certificate, each Class C Certificateholder further agrees that such direction is given for good and valuable consideration, the receipt and sufficiency of which is acknowledged by such acceptance.
Amounts on deposit in the Net WAC Rate Carryover Reserve Account shall remain uninvested.
For federal tax return and information reporting, the value of the right to receive payments from the Net WAC Rate Carryover Account is $23,000.
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SECTION 4.07 |
Distributions on the REMIC 1 Regular Interests. |
(a) On each Distribution Date, the Trustee shall cause in the following order of priority, the following amounts which shall be deemed to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Distribution Account and distributed to the holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be:
(i) first, to the extent of Available Funds, to Holders of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1, REMIC 1 Regular Interest LTB2, REMIC 1 Regular Interest LTZZ and REMIC 1 Regular Interest LTP, on a pro rata basis, in an amount equal to (A) the Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 1 Regular Interest LTZZ shall be reduced and deferred when the REMIC 1 Overcollateralization Amount is less than the REMIC 1 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount and such amount will be payable to the Holders of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4,
REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTB2 in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of the REMIC 1 Regular Interest LTZZ shall be increased by such amount; and
(ii) second, to the Holders of REMIC 1 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clause (i) above, allocated as follows:
(a) 98.00% of such remainder to the Holders of REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTP, until the Uncertificated Principal Balance of such Uncertificated REMIC 1 Regular Interest is reduced to zero; provided, however, that REMIC 1 Regular Interest LTP shall not be reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 1 Regular Interest LTP, until $100 has been distributed pursuant to this clause;
(b) 2.00 % of such remainder, first to the Holders of REMIC 1 Regular Interest LTA1, REMIC 1 Regular Interest LTA2, REMIC 1 Regular Interest LTA3, REMIC 1 Regular Interest LTA4, REMIC 1 Regular Interest LTA5, REMIC 1 Regular Interest LTA6, REMIC 1 Regular Interest LTM1, REMIC 1 Regular Interest LTM2, REMIC 1 Regular Interest LTM3, REMIC 1 Regular Interest LTM4, REMIC 1 Regular Interest LTM5, REMIC 1 Regular Interest LTM6, REMIC 1 Regular Interest LTM7, REMIC 1 Regular Interest LTM8, REMIC 1 Regular Interest LTM9, REMIC 1 Regular Interest LTM10, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTB2, equal to 1.00% of and in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 1 Regular Interests are reduced to zero and second, to the Holders of REMIC 1 Regular Interest LTZZ, until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero; and
(d) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of (i) REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTP, in that order and (ii) REMIC 1 Regular Interest LTZZ, respectively; provided that REMIC 1 Regular Interest LTP shall not be
reduced until the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter, at which point such amount shall be distributed to REMIC 1 Regular Interest LT1P, until $100 has been distributed pursuant to this clause.
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SECTION 4.08 |
Allocation of Realized Losses. |
(a) All Realized Losses on the Mortgage Loans allocated to any Regular Certificate shall be allocated by the Trustee on each Distribution Date as follows: first, to Net Monthly Excess Cashflow; second, to the Class C Certificates, until the Certificate Principal Balance thereof has been reduced to zero; third, to the Class B-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fourth, to the Class B-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; fifth, to the Class M-10 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; sixth, to the Class M-9 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; seventh, to the Class M-8 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eighth, to the Class M-7 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; ninth, to the Class M-6 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; tenth, to the Class M-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; eleventh, to the Class M-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; twelfth, to the Class M-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero; thirteenth, to the Class M-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero and fourteenth, to the Class M-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero. All Realized Losses to be allocated to the Certificate Principal Balances of all Classes on any Distribution Date shall be so allocated after the actual distributions to be made on such date as provided above. All references above to the Certificate Principal Balance of any Class of Certificates shall be to the Certificate Principal Balance of such Class immediately prior to the relevant Distribution Date, before reduction thereof by any Realized Losses, in each case to be allocated to such Class of Certificates, on such Distribution Date.
Any allocation of Realized Losses to a Mezzanine Certificate or Class B Certificate on any Distribution Date shall be made by reducing the Certificate Principal Balance thereof by the amount so allocated; any allocation of Realized Losses to a Class C Certificates shall be made by reducing the amount otherwise payable in respect thereof pursuant to Section 4.01(d)(xxv). No allocations of any Realized Losses shall be made to the Certificate Principal Balances of the Class A Certificates or the Class P Certificates.
(b) All Realized Losses on the Mortgage Loans shall be deemed to have been allocated in the specified percentages, as follows: first, to Uncertificated Accrued Interest payable to the REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA and REMIC 1 Regular Interest LTZZ up to an aggregate amount equal to the REMIC 1 Principal Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTB2 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTB2 has been reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTB1 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTB1 has been reduced to zero; fifth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM10 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM10 has been reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM9 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM9 has been reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM8 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM8 has been reduced to zero; eighth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM7 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM7 has been reduced to zero; ninth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM6 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM6 has been reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM5 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM5 has been reduced to zero; eleventh, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM4 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM4 has been reduced to zero; twelfth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM3 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM3 has been reduced to zero; thirteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM2 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM2 has been reduced to zero and fourteenth, to the Uncertificated Principal Balances of REMIC 1 Regular Interest LTAA, REMIC 1 Regular Interest LTM1 and REMIC 1 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of REMIC 1 Regular Interest LTM1 has been reduced to zero.
ARTICLE V
THE CERTIFICATES
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SECTION 5.01 |
The Certificates. |
Each of the Fixed Rate Certificates, the Floating Rate Certificates, the Class P Certificates, the Class C Certificates and the Residual Certificates shall be substantially in the forms annexed hereto as exhibits, and shall, on original issue, be executed, authenticated and delivered by the Trustee to or upon the order of the Depositor concurrently with the sale and assignment to the Trustee of the Trust Fund. The Fixed Rate Certificates and the Floating Rate Certificates shall be initially evidenced by one or more Certificates representing a Percentage Interest with a minimum dollar denomination of $25,000 and integral dollar multiples of $1.00 in excess thereof; provided that Fixed Rate Certificates and Floating Rate Certificates must be purchased in minimum total investments of $100,000 per Class and except that one Certificate of each such Class of Certificates may be in a different denomination so that the sum of the denominations of all outstanding Certificates of such Class shall equal the Certificate Principal Balance of such Class on the Closing Date. The Class P Certificates, the Class C Certificates and the Residual Certificates are issuable in any Percentage Interests; provided, however, that the sum of all such percentages for each such Class totals 100% and no more than ten Certificates of each Class may be issued and outstanding at any one time.
The Certificates shall be executed on behalf of the Trust by manual or facsimile signature on behalf of the Trustee by a Responsible Officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement or be valid for any purpose, unless such Certificate shall have been manually authenticated by the Trustee substantially in the form provided for herein, and such authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Subject to Section 5.02(c), the Fixed Rate Certificates and the Floating Rate Certificates shall be Book-Entry Certificates. The other Classes of Certificates shall be Definitive Certificates.
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SECTION 5.02 |
Registration of Transfer and Exchange of Certificates. |
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee shall initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided.
Upon surrender for registration of transfer of any Certificate at any office or agency of the Certificate Registrar maintained for such purpose pursuant to the foregoing paragraph and, in the case of a Residual Certificate, upon satisfaction of the conditions set forth below, the Trustee on behalf of the Trust shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for other Certificates in authorized denominations and the same aggregate Percentage Interests, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer satisfactory to the Trustee and the Certificate Registrar duly executed by, the Holder thereof or his attorney duly authorized in writing. In addition, (i) with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest and the Class R-2 Interest (in the form of Exhibit A-19 hereto), respectively, in each case that was evidenced by the Class R Certificate being exchanged and (ii) with respect to each Class R-X Certificate, the holder thereof may exchange, in the manner described above, such Class R-X Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-3 Interest and the Class R-4 Interest (in the form of Exhibit A-19 hereto), respectively, in each case that was evidenced by the Class R-X Certificate being exchanged.
(b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository.
(c) If (i)(x) the Depository or the Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Servicer Event of Termination, the Certificate Owners of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the Trustee and Depository through the financial intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of issuing definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners, then upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall, at the Depositor’s expense, in the case of (i) above, or the Servicer’s expense, in the case of (iii) above, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such registration instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, the Certificate Registrar, each Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(d) No transfer, sale, pledge or other disposition of any Class B Certificate, Class C Certificate, Class P Certificate or Residual Certificate (the “Private Certificates”) shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer (other than in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class R-X Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Private Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Private Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor), (i) unless such transfer is made in reliance upon Rule 144A (as evidenced by an investment letter delivered to the Trustee, in substantially the form attached hereto as Exhibit J) under the 1933 Act, the Trustee and the Depositor shall require a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor, that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached hereto as Exhibit L) and the transferee to execute
an investment letter (in substantially the form attached hereto as Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which investment letter shall not be an expense of the Trustee or the Depositor. The Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Notwithstanding the foregoing, in the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Ownership Interest by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the transferor representations and warranties set forth Exhibit L hereto in respect of such interest as if it was evidenced by a Definitive Certificate and the transferee will be deemed to have made each of the transferee representations and warranties set forth Exhibit J hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Book-Entry Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
Notwithstanding the foregoing, no certification or Opinion of Counsel described in this Section 5.02(d) will be required in connection with the transfer, on the Closing Date, of any Residual Certificate by the Depositor to an “accredited investor” within the meaning of Rule 501 of the 1933 Act.
No transfer of a Private Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a Plan within the meaning of Department of Labor regulations promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit M, unless the Trustee is provided with an Opinion of Counsel, upon which the Depositor, the Trustee and the Servicers may rely, which establishes to the satisfaction of the Trustee that the purchase of such Certificates is permissible under applicable law, will not constitute or result in any prohibited transaction under ERISA or Section 4975 of the Code and will not subject the Depositor, either Servicer, the Trustee or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, either Servicer, the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with (i) the initial transfer of any such Certificate by the Depositor to an Affiliate of the Depositor or, in the case of the Class R-X Certificates, the first transfer by an Affiliate of the Depositor, (ii) the transfer of any such Private Certificate to the issuer under the Indenture or the indenture trustee under the Indenture or (iii) a transfer of any such Private Certificate from the issuer under the Indenture or the indenture trustee under the Indenture to the Depositor or an Affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such Affiliate is not a Plan or a Person investing Plan Assets) and the
Trustee shall be entitled to conclusively rely upon a representation (which shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor.
Each Transferee of a Mezzanine Certificate or Class B Certificate will be deemed to have represented by virtue of its purchase or holding of such Certificate (or interest therein) that either (a) such Transferee is not a Plan or purchasing such Certificate with Plan Assets, (b) in the case of the Mezzanine Certificates it has acquired and is holding such Certificate in reliance on Prohibited Transaction Exemption (“PTE”) 90-59, 55 Fed. Reg. 36724 (September 6, 1990), as amended by PTE 97-34, 62 Fed. Reg. 39021 (July 21, 1997), PTE 2000-58, 65 Fed. Reg. 67765 (November 13, 2000) and PTE 2002-41, 67 Fed. Reg. 54487 (August 22, 2002) (the “Exemption”), and that it understands that there are certain conditions to the availability of the Exemption including that such Certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a Rating Agency or (c) the following conditions are satisfied: (i) such Transferee is an insurance company, (ii) the source of funds used to purchase or hold such Certificate (or interest therein) is an “insurance company general account” (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied.
If any Mezzanine Certificate or Private Certificate or any interest therein is acquired or held in violation of the provisions of the preceding two paragraphs, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding two paragraphs shall indemnify and hold harmless the Depositor, the Servicers, the Trustee and the Trust from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
Each Person who has or who acquires any Ownership Interest in a Residual Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale, and the rights of each Person acquiring any Ownership Interest in a Residual Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Residual Certificate shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Residual Certificate unless such Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a Residual Certificate, the Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following:
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(A) |
an affidavit in the form of Exhibit K hereto from the proposed transferee to the effect that such transferee is a Permitted Transferee and that it is not acquiring its Ownership Interest in the Residual Certificate that is the subject of the proposed transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee; and |
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(B) |
a covenant of the proposed transferee to the effect that the proposed transferee agrees to be bound by and to abide by the transfer restrictions applicable to the Residual Certificates. |
(iv) Any attempted or purported transfer of any Ownership Interest in a Residual Certificate in violation of the provisions of this Section shall be absolutely null and void and shall vest no rights in the purported transferee. If any purported transferee shall, in violation of the provisions of this Section, become a Holder of a Residual Certificate, then the prior Holder of such Residual Certificate that is a Permitted Transferee shall, upon discovery that the registration of transfer of such Residual Certificate was not in fact permitted by this Section, be restored to all rights as Holder thereof retroactive to the date of registration of transfer of such Residual Certificate. The Trustee shall be under no liability to any Person for any registration of transfer of a Residual Certificate that is in fact not permitted by this Section or for making any distributions due on such Residual Certificate to the Holder thereof or taking any other action with respect to such Holder under the provisions of this Agreement so long as the Trustee received the documents specified in clause (iii). The Trustee shall be entitled to recover from any Holder of a Residual Certificate that was in fact not a Permitted Transferee at the time such distributions were made all distributions made on such Residual Certificate. Any such distributions so recovered by the Trustee shall be distributed and delivered by the Trustee to the prior Holder of such Residual Certificate that is a Permitted Transferee.
(v) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee shall have the right but not the obligation, without notice to the Holder of such Residual Certificate or any other Person having an Ownership Interest therein, to notify the Depositor to arrange for the sale of such Residual Certificate. The proceeds of such sale, net of commissions (which may include commissions payable to the Depositor or its affiliates in connection with such sale), expenses and taxes due, if any, will be remitted by the Trustee to the previous Holder of such Residual Certificate that is a Permitted Transferee, except that in the event that the Trustee determines that the Holder of such Residual Certificate may be liable for any amount due under this Section or any other provisions of this Agreement, the Trustee may withhold a corresponding amount from such remittance as security for such claim. The terms and conditions of any sale under this clause (v) shall be determined in the sole discretion of the Trustee and it shall not be liable to any Person having an Ownership Interest in a Residual Certificate as a result of its exercise of such discretion.
(vi) If any Person other than a Permitted Transferee acquires any Ownership Interest in a Residual Certificate in violation of the restrictions in this Section, then the Trustee upon receipt of reasonable compensation will provide to the Internal Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6) of the Code, information needed to compute the tax imposed under Section 860E(e)(5) of the Code on transfers of residual interests to disqualified organizations.
The foregoing provisions of this Section shall cease to apply to transfers occurring on or after the date on which there shall have been delivered to the Trustee, in form and substance satisfactory to the Trustee, (i) written notification from each Rating Agency that the removal of the restrictions on transfer set forth in this Section will not cause such Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of Counsel to the effect that such removal will not cause any REMIC created hereunder to fail to qualify as a REMIC.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates of any Class, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer or exchange shall be canceled by the Certificate Registrar and disposed of pursuant to its standard procedures.
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SECTION 5.03 |
Mutilated, Destroyed, Lost or Stolen Certificates. |
If (i) any mutilated Certificate is surrendered to the Certificate Registrar or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (ii) there is delivered to the Trustee, the Depositor and the Certificate Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Trustee or the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Trustee shall execute on behalf of the Trust, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Percentage Interest. Upon the issuance of any new Certificate under this Section, the Trustee or the Certificate Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee and the Certificate Registrar) in connection therewith. Any duplicate Certificate issued pursuant to this Section, shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.
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SECTION 5.04 |
Persons Deemed Owners. |
Each Servicer, the Depositor, the Trustee, the Certificate Registrar, any Paying Agent and any agent of either Servicer, the Depositor, the Trustee, the Certificate Registrar or any Paying Agent may treat the Person, including a Depository, in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to
Section 4.01 and for all other purposes whatsoever, and none of the Servicers, the Trust, the Trustee nor any agent of any of them shall be affected by notice to the contrary.
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SECTION 5.05 |
Appointment of Paying Agent. |
(a) The Paying Agent shall make distributions to Certificateholders from the Distribution Account pursuant to Section 4.01 and shall report the amounts of such distributions to the Trustee. The duties of the Paying Agent may include the obligation (i) to withdraw funds from the Collection Account pursuant to Section 3.11(a) and for the purpose of making the distributions referred to above and (ii) to distribute statements and provide information to Certificateholders as required hereunder. The Paying Agent hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authorities. The Paying Agent shall initially be the Trustee. The Trustee may appoint a successor to act as Paying Agent, which appointment shall be reasonably satisfactory to the Depositor.
(b) The Trustee shall cause the Paying Agent (if other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee that such Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders and shall agree that it shall comply with all requirements of the Code regarding the withholding of payments in respect of Federal income taxes due from Certificate Owners and otherwise comply with the provisions of this Agreement applicable to it.
ARTICLE VI
THE SERVICERS, THE DEPOSITOR AND THE CREDIT RISK MANAGER
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SECTION 6.01 |
Liability of the Servicers and the Depositor. |
Each Servicer shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the related Servicer herein. The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically imposed upon and undertaken by the Depositor.
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SECTION 6.02 |
Merger or Consolidation of, or Assumption of the Obligations of, the Servicers or the Depositor. |
Any entity into which either Servicer or the Depositor may be merged or consolidated, or any entity resulting from any merger, conversion or consolidation to which either Servicer or the Depositor shall be a party, or any corporation succeeding to the business of the related Servicer or the Depositor, shall be the successor of the related Servicer or the Depositor, as the case may be, hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor Servicer shall satisfy all the requirements of Section 7.02 with respect to the qualifications of a successor Servicer.
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SECTION 6.03 |
Limitation on Liability of the Servicers and Others. |
Neither the Servicers nor the Depositor nor any of the directors or officers or employees or agents of the Servicers or the Depositor shall be under any liability to the Trust or the Certificateholders for any action taken or for refraining from the taking of any action by the Servicers or the Depositor in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect either Servicer, the Depositor or any such Person against any liability which would otherwise be imposed by reason of its willful misfeasance, bad faith or negligence in the performance of duties of the related Servicer or the Depositor, as the case may be, or by reason of its reckless disregard of its obligations and duties of the related Servicer or the Depositor, as the case may be, hereunder. Each Servicer and any director or officer or employee or agent of each Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer and the Depositor, and any director or officer or employee or agent of the Servicer or the Depositor, shall be indemnified by the Trust and held harmless against any loss, liability or expense incurred in connection with (i) any legal action relating to this Agreement or the Certificates, other than any loss, liability or expense incurred by reason of its willful misfeasance, bad faith or negligence or by reason of its reckless disregard of its obligations and duties hereunder or by reason of its failure to perform its obligations or duties hereunder and (ii) any breach of a representation or warranty regarding the Mortgage Loans. Each Servicer or the Depositor may initiate any such action which it may deem necessary or desirable in respect of this Agreement, and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, unless the Depositor or the related
Servicer acts without the consent of the Holders of Certificates entitled to at least 51% of the Voting Rights, the reasonable legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust and the related Servicer shall be entitled to be reimbursed therefor from the related Collection Account as and to the extent provided in Section 3.11, any such right of reimbursement being prior to the rights of the Certificateholders to receive any amount in the related Collection Account. The Servicers’ right to indemnity or reimbursement pursuant to this Section shall survive any resignation or termination of either Servicer pursuant to Section 6.04 or 7.01 with respect to any losses, expenses, costs or liabilities arising prior to such resignation or termination (or arising from events that occurred prior to such resignation or termination). This paragraph shall apply to either Servicer solely in its capacity as a Servicer hereunder and in no other capacities.
The Credit Risk Manager and any director, officer, employee or agent of the Credit Risk Manager shall be indemnified and held harmless by the Trust Fund against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Credit Risk Manager, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of its appointment as Credit Risk Manager or its performance of its duties as such) incurred in connection with any claim or legal action or any pending or threatened claim or legal action relating to this Agreement, the Credit Risk Management Agreement or the Certificates, other than any loss, liability or expense (i) resulting from a breach of either Servicer’s obligations and duties under the Pooling Agreement or Credit Risk Management Agreement for which the Credit Risk Manager is indemnified by such Servicer under the Credit Risk Management Agreement or (ii) incurred by reason of willful misfeasance, bad faith or negligence in the performance of duties under the Credit Risk Management Agreement or by reason of reckless disregard of obligations and duties thereunder.
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SECTION 6.04 |
Servicers Not to Resign. |
Neither Servicer shall 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 either Servicer shall be evidenced by an Opinion of Counsel to such effect obtained at the expense of the related Servicer and delivered to the Trustee. No resignation of either Servicer shall become effective until the Trustee or a successor servicer shall have assumed the related Servicer’s responsibilities, duties, liabilities (other than those liabilities arising prior to the assumption of servicing duties by the Trustee or the appointment of such successor) and obligations under this Agreement. Any such resignation shall not relieve either Servicer of responsibility for any of the obligations specified in Sections 7.01 and 7.02 as obligations that survive the resignation or receipt of notice of termination of such Servicer
Except as expressly provided in this Agreement, neither Servicer shall 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 related Servicer hereunder. The foregoing prohibition on assignment shall not prohibit either Servicer from designating a Sub-Servicer as payee of any indemnification amount payable to the related Servicer hereunder; provided,
however, no Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto shall not be required to recognize any Sub-Servicer as an indemnitee under this Agreement.
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SECTION 6.05 |
Delegation of Duties. |
In the ordinary course of business, each Servicer at any time may delegate any of its duties hereunder to any Person, including any of its Affiliates, who agrees to conduct such duties in accordance with standards comparable to those set forth in Section 3.01. Such delegation shall not relieve either Servicer of its liabilities and responsibilities with respect to such duties and shall not constitute a resignation within the meaning of Section 6.04. Except as provided in Section 3.02, no such delegation is permitted that results in the delegee subservicing any Mortgage Loans. Each Servicer shall provide the Trustee with 60 days prior written notice prior to the delegation of any of its duties to any Person other than any of the Servicer’s Affiliates or their respective successors and assigns.
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SECTION 6.06 |
[Reserved]. |
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SECTION 6.07 |
Inspection. |
Each Servicer, in its capacity as a Servicer, shall afford the Trustee, upon reasonable notice, during normal business hours, access to all records maintained by the related Servicer in respect of its rights and obligations hereunder and access to officers of the related Servicer responsible for such obligations.
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SECTION 6.08 |
Credit Risk Manager. |
For and on behalf of the Depositor, the Credit Risk Manager will provide reports and recommendations concerning certain delinquent and defaulted Mortgage Loans, and as to the collection of any Prepayment Charges with respect to the Mortgage Loans. Such reports and recommendations will be based upon information provided to the Credit Risk Manager pursuant to the Credit Risk Management Agreement, and the Credit Risk Manager shall look solely to the related Servicer for all information and data (including loss and delinquency information and data) relating to the servicing of the Mortgage Loans. Upon any termination of the Credit Risk Manager or the appointment of a successor Credit Risk Manager, the Trustee, if it has been notified in writing of such termination or appointment, shall give written notice thereof to the Servicers and the Depositor.
If Holders of the Certificates entitled to 66 2/3% or more of the Voting Rights request in writing to the Trustee to terminate the Credit Risk Manager under this Agreement, the Credit Risk Manager shall be removed pursuant to this Section 6.08. Upon receipt of such notice, the Trustee shall provide written notice to the Credit Risk Manager and the Servicers of the Credit Risk Manager’s removal, which shall be effective upon receipt of such notice by the Credit Risk Manager.
ARTICLE VII
DEFAULT
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SECTION 7.01 |
Servicer Events of Termination. |
(a) With respect to each Servicer individually, if any one of the following events (“Servicer Events of Termination”) shall occur and be continuing:
(i) (A) The failure by the Servicer to make any Advance; or (B) any other failure by the Servicer to deposit in the Collection Account or the Distribution Account any deposit required to be made under the terms of this Agreement which continues unremedied for a period of one Business Day after the date upon which written notice of such failure shall have been given to the Servicer by the Trustee or to the Servicer and the Trustee by any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights; or
(ii) The failure by the Servicer to make any required Servicing Advance which failure continues unremedied for a period of 30 days, or the failure by the Servicer duly to observe or perform, in any material respect, any other covenants, obligations or agreements of the Servicer as set forth in this Agreement, which failure continues unremedied for a period of 30 days (or if such failure or breach cannot be remedied within 30 days, then such remedy shall have been commenced within 30 days and diligently pursued thereafter; provided, however, that in no event shall such failure or breach be allowed to exist for a period of greater than 90 days), after the date (A) on which written notice of such failure, requiring the same to be remedied, shall have been given to the Servicer by the Trustee or to the Trustee by any Holders of a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of actual knowledge of such failure by a Servicing Officer of the Servicer; or
(iii) The entry against the Servicer of a decree or order by a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee, conservator, receiver or liquidator in any insolvency, conservatorship, receivership, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 days; or
(iv) The Servicer shall voluntarily go into liquidation, consent to the appointment of a conservator or receiver or liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer or of or relating to all or substantially all of its property; or a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver, liquidator or similar person in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Servicer and such decree or order shall have remained in
force undischarged, unbonded or unstayed for a period of 60 days; or 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;
(b) then, and in each and every such case, so long as a Servicer Event of Termination shall not have been remedied within the applicable grace period, (x) with respect solely to clause (i)(A) above, if such Advance is not made by 4:00 p.m., New York time, on the Business Day immediately following the Servicer Remittance Date (provided the Trustee shall give the related Servicer, and the related Servicer shall have received, notice of such failure to advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee shall terminate all of the rights and obligations of the related Servicer under this Agreement and the Trustee, or a successor servicer appointed in accordance with Section 7.02, shall immediately make such Advance and assume, pursuant to Section 7.02, the duties of a successor Servicer and (y) in the case of (i)(B), (ii), (iii), (iv) and (v) above, the Trustee shall, at the direction of the Holders of each Class of Regular Certificates evidencing Percentage Interests aggregating not less than 51%, by notice then given in writing to the related Servicer (and to the Trustee if given by Holders of Certificates), terminate all of the rights and obligations of the related Servicer as servicer under this Agreement. Any such notice to the related Servicer shall also be given to each Rating Agency, the Depositor and the Servicer. On or after the receipt by the related Servicer (and by the Trustee if such notice is given by the Holders) of such written notice, all authority and power of such Servicer under this Agreement, whether with respect to the Certificates or the related Mortgage Loans or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section; and, without limitation, and the Trustee is hereby authorized and empowered to execute and deliver, on behalf of such Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of each Mortgage Loan and related documents or otherwise. Each Servicer agrees to cooperate with the Trustee (or the applicable successor Servicer) in effecting the termination of the responsibilities and rights of the related Servicer hereunder, including, without limitation, the delivery to the Trustee of all documents and records requested by it to enable it to assume such Servicer’s functions under this Agreement within ten Business Days subsequent to such notice, the transfer within one Business Day subsequent to such notice to the Trustee (or the applicable successor Servicer) for the administration by it of all cash amounts that shall at the time be held by the related Servicer and to be deposited by it in the Collection Account, the Distribution Account, any REO Account or any Escrow Account or that have been deposited by the related Servicer in such accounts or thereafter received by the related Servicer with respect to the related Mortgage Loans or any REO Property received by the related Servicer. All reasonable costs and expenses (including attorneys’ fees) incurred in connection with transferring the Mortgage Files to the successor Servicer and amending this Agreement to reflect such succession as a Servicer pursuant to this Section shall be paid by the predecessor Servicer (or if the predecessor Servicer is the Trustee, the initial related Servicer) upon presentation of reasonable documentation of such costs and expenses and to the extent not paid by the related Servicer, by the Trust.
Notwithstanding the termination of the Servicer hereunder, the Servicer shall be entitled to reimbursement of all unpaid Servicing Fees and all unreimbursed Advances and Servicing Advances in the manner and at the times set forth herein.
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SECTION 7.02 |
Trustee to Act; Appointment of Successor. |
(a) From the time either Servicer (and the Trustee, if notice is sent by the Holders) receives a notice of termination pursuant to Section 7.01 or 6.04, the Trustee (or such other successor Servicer as is approved in accordance with this Agreement) shall be the successor in all respects to such Servicer in its capacity as a Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on such Servicer by the terms and provisions hereof arising on and after its succession. Notwithstanding the foregoing, the parties hereto agree that the Trustee, in its capacity as successor Servicer, immediately will assume all of the obligations of the related Servicer to make Advances. Notwithstanding the foregoing, the Trustee, in its capacity as a successor Servicer, shall not be responsible for the lack of information and/or documents that it cannot obtain through reasonable efforts. It is understood and agreed by the parties hereto that there will be a period of transition (not to exceed 90 days) before the transition of servicing obligations is fully effective. As compensation therefor, the Trustee (or such other successor Servicer) shall be entitled to such compensation as the related Servicer would have been entitled to hereunder if no such notice of termination had been given. Notwithstanding the above, (i) if the Trustee is unwilling to act as successor Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall appoint or petition a court of competent jurisdiction to appoint, any established housing and home finance institution, bank or other mortgage loan or home equity loan servicer having a net worth of not less than $50,000,000 as the successor to the related Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the related Servicer hereunder; provided, that the appointment of any such successor Servicer will not result in the qualification, reduction or withdrawal of the ratings assigned to the Certificates by the Rating Agencies as evidenced by a letter to such effect from the Rating Agencies. Pending appointment of a successor to the related Servicer hereunder, unless the Trustee is prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove provided. In connection with such appointment and assumption, the successor shall be entitled to receive compensation out of payments on the related Mortgage Loans in an amount equal to the compensation which the related Servicer would otherwise have received pursuant to Section 3.18 (or such other compensation as the Trustee and such successor shall agree, not to exceed the Servicing Fee). The appointment of a successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen under this Agreement prior to its termination as a Servicer to pay any deductible under an insurance policy pursuant to Section 3.14 or to reimburse the Trustee pursuant to Section 3.06), nor shall any successor Servicer be liable for any acts or omissions of the predecessor Servicer or for any breach by such Servicer of any of its representations or warranties contained herein or in any related document or agreement. The Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. All reasonable Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs, and if such predecessor Servicer defaults in its obligation to pay such costs, such costs shall be
paid by the successor Servicer or the Trustee (in which case the successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trust).
(b) Any successor to either Servicer, including the Trustee, shall during the term of its service as servicer continue to service and administer the Mortgage Loans for the benefit of Certificateholders, and maintain in force a policy or policies of insurance covering errors and omissions in the performance of its obligations as a Servicer hereunder and a fidelity bond in respect of its officers, employees and agents to the same extent as the related Servicer is so required pursuant to Section 3.14.
(c) In connection with the termination or resignation of either Servicer hereunder, either (i) the successor servicer, including the Trustee if the Trustee is acting as a successor Servicer, shall represent and warrant that it is a member of MERS in good standing and shall agree to comply in all material respects with the rules and procedures of MERS in connection with the servicing of the related Mortgage Loans that are registered with MERS, in which case the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to revise its records to reflect the transfer of servicing to the successor Servicer as necessary under MERS’ rules and regulations, or (ii) the predecessor Servicer shall cooperate with the successor Servicer in causing MERS to execute and deliver an Assignment in recordable form to transfer the Mortgage from MERS to the Trustee and to execute and deliver such other notices, documents and other instruments as may be necessary or desirable to effect a transfer of such Mortgage Loan or servicing of such Mortgage Loan on the MERS® System to the successor Servicer. The predecessor Servicer (or, if the Trustee is the predecessor Servicer, the related initial Servicer) shall file or cause to be filed any such Assignment in the appropriate recording office. The predecessor Servicer shall bear any and all fees of MERS, costs of preparing any Assignments, and fees and costs of filing any Assignments that may be required under this Section 7.02(c).
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SECTION 7.03 |
Waiver of Defaults. |
The Majority Certificateholders may, on behalf of all Certificateholders, waive, in writing, any events permitting removal of either Servicer as a Servicer pursuant to this Article VII, provided, however, that the Majority Certificateholders may not waive a default in making a required distribution on a Certificate without the written consent of the Holder of such Certificate. Upon any waiver of a past default, such default shall cease to exist and any Servicer Event of Termination arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto except to the extent expressly so waived. Notice of any such waiver shall be given by the Trustee to the Rating Agencies.
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SECTION 7.04 |
Notification to Certificateholders. |
(a) Upon any termination or appointment of a successor to either Servicer pursuant to this Article VII or Section 6.04, the Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register and each Rating Agency.
(b) No later than 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 Termination or within five Business Days after a Responsible Officer of the Trustee becomes aware of the occurrence of such an event, the Trustee shall transmit by mail to all Certificateholders notice of such occurrence unless such default or Servicer Event of Termination shall have been waived or cured.
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SECTION 7.05 |
Survivability of Servicer Liabilities. |
Notwithstanding anything herein to the contrary, upon termination of either Servicer hereunder, any liabilities of the related Servicer which accrued prior to such termination shall survive such termination.
ARTICLE VIII
THE TRUSTEE
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SECTION 8.01 |
Duties of Trustee. |
The Trustee, prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Agreement. If a Servicer Event of Termination has occurred (which has not been cured) of which a Responsible Officer has knowledge, the Trustee shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee which are specifically required to be furnished pursuant to any provision of this Agreement, shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided, however, that the Trustee will not be responsible for the accuracy or content of any such resolutions, certificates, statements, opinions, reports, documents or other instruments. If any such instrument is found not to conform on its face to the requirements of this Agreement in a material manner the Trustee shall take such action as it deems appropriate to have the instrument corrected, and if the instrument is not corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof to the Certificateholders.
No provision of this Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act or its own misconduct; provided, however, that:
(i) prior to the occurrence of a Servicer Event of Termination, and after the curing of all such Servicer Events of Termination which may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any certificates or opinions furnished to the Trustee and conforming to the requirements of this Agreement;
(ii) the Trustee shall not be liable for an error of judgment made in good faith by a Responsible Officer of the Trustee, unless it shall be proved that the Trustee was negligent in ascertaining or investigating the facts related thereto;
(iii) the Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with the direction of the Majority
Certificateholders relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising or omitting to exercise any trust or power conferred upon the Trustee, under this Agreement; and
(iv) the Trustee shall not be charged with knowledge of any failure by the Servicer to comply with the obligations of the related Servicer referred to in clauses (i) through (iv) of Section 7.01(a) unless a Responsible Officer of the Trustee at the Corporate Trust Office obtains actual knowledge of such failure or the Trustee receives, at the Corporate Trust Office, written notice of such failure from either Servicer or the Majority Certificateholders.
The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of either Servicer under this Agreement, except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the related Servicer in accordance with the terms of this Agreement.
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SECTION 8.02 |
Certain Matters Affecting the Trustee. |
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(a) |
Except as otherwise provided in Section 8.01: |
(i) the Trustee may request and rely upon, and shall be protected in acting or refraining from acting upon, any resolution, Officers’ Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed or presented by the proper party or parties, and the manner of obtaining consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe;
(ii) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel;
(iii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation hereunder or in relation hereto, at the request, order or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby; the right of the Trustee to perform any discretionary act enumerated in this Agreement shall
not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act;
(iv) the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;
(v) prior to the occurrence of a Servicer Event of Termination and after the curing of all Servicer Events of Termination which may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority Certificateholders; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to such proceeding. Nothing in this clause (v) shall derogate from the obligation of the related Servicer to observe any applicable law prohibiting disclosure of information regarding the Mortgagors;
(vi) the Trustee shall not be accountable, shall have no liability and makes no representation as to any acts or omissions hereunder of either Servicer until such time as the Trustee may be required to act as a Servicer pursuant to Section 7.02 and thereupon only for the acts or omissions of the Trustee as a successor Servicer;
(vii) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian; and
(viii) the right of the Trustee to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.
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SECTION 8.03 |
Trustee Not Liable for Certificates or Mortgage Loans. |
The recitals contained herein and in the Certificates (other than the authentication of the Trustee on the Certificates) shall be taken as the statements of the Depositor, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Agreement or of the Certificates (other than the signature and authentication of the Trustee on the Certificates) or of any Mortgage Loan or related document. The Trustee shall not be accountable for the use or application by either Servicer, or for the use or application of any funds paid to the related Servicer in respect of the related Mortgage Loans or deposited in or withdrawn from the related Collection Account by such Servicer. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage or any Mortgage Loan, or the
perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without limitation: the existence, condition and ownership of any Mortgaged Property; the existence and enforceability of any hazard insurance thereon (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02); the validity of the assignment of any Mortgage Loan to the Trustee or of any intervening assignment; the completeness of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of either Servicer pursuant to Section 7.02); the compliance by the Depositor, the Seller or the Servicers with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any investment of monies by or at the direction of either Servicer or any loss resulting therefrom, it being understood that the Trustee shall remain responsible for any Trust property that it may hold in its individual capacity; the acts or omissions of either of the Servicers (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02), any Sub-Servicer or any Mortgagor; any action of either Servicer (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee; the failure of a Servicer or any Sub-Servicer to act or perform any duties required of it as agent of the Trustee hereunder; or any action by the Trustee taken at the instruction of either Servicer (other than if the Trustee shall assume the duties of a Servicer pursuant to Section 7.02); provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under this Agreement, including, without limitation, the Trustee’s duty to review the Mortgage Files pursuant to Section 2.01. The Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder (unless the Trustee shall have become a successor Servicer).
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SECTION 8.04 |
Trustee May Own Certificates. |
The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not Trustee and may transact any banking and trust business with the Originator, either Servicer, the Depositor or their Affiliates.
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SECTION 8.05 |
Trustee Fee and Expenses. |
(a) The Trustee shall withdraw from the Distribution Account on each Distribution Date and pay to itself the Trustee Fee and any Trustee Reimbursable Expenses. The Trustee, and any director, officer, employee or agent of the Trustee, shall be indemnified by REMIC 1 and held harmless against any loss, liability or “unanticipated out-of-pocket” expense incurred or paid to third parties (which expenses shall not include salaries paid to employees, or allocable overhead, of the Trustee) incurred by the Trustee arising out of or in connection with the acceptance or administration of its obligations and duties under this Agreement, other than any loss, liability or expense (i) resulting from a Servicer’s actions or omissions in connection with this Agreement and the Mortgage Loans for which the Trustee is indemnified under Section
8.05(b), (ii) that constitutes a specific liability of the Trustee under this Agreement or (iii) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or negligence of the Trustee in the performance of its duties hereunder or by reason of the Trustee’s reckless disregard of its obligations and duties hereunder. Any amounts payable to the Trustee, or any director, officer, employee or agent of the Trustee, in respect of the indemnification provided by this Section 8.05(a), or pursuant to any other right of reimbursement from the Trust Fund that the Trustee, and any director, officer, employee or agent of the Trustee, may have hereunder in its capacity as such, may be withdrawn by the Trustee from the Distribution Account at any time.
(b) Each Servicer agrees to indemnify the Trustee and any director, officer, employee or agent of the Trustee from, and hold it harmless against, any loss, liability or expense resulting from a breach of the related Servicer’s obligations and duties under this Agreement. Such indemnity shall survive the termination or discharge of this Agreement and the resignation or removal of the Trustee and the related Servicer for actions prior to such resignation or removal. Any payment hereunder made by either Servicer to the Trustee shall be from the related Servicer’s own funds, without reimbursement from the Trust Fund therefor.
(c) The Trustee shall be further indemnified by the Trust Fund for and held harmless against, any loss, liability or expense arising out of, or in connection with, the provisions set forth in the last paragraph of Section 2.01 hereof, including, without limitation, all costs, liabilities and expenses (including reasonable legal fees and expenses) of investigating and defending itself against any claim, action or proceeding, pending or threatened, relating to the provisions of such paragraph.
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SECTION 8.06 |
Eligibility Requirements for Trustee. |
The Trustee hereunder shall at all times be an entity duly organized and validly existing under the laws of the United States of America or any state thereof, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authority. If such entity publishes reports of condition at least annually, pursuant to law or to the requirements of any aforesaid supervising or examining authority, then for the purposes of this Section 8.06, the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. The principal office of the Trustee (other than the initial Trustee) shall be in a state with respect to which an Opinion of Counsel has been delivered to such Trustee at the time such Trustee is appointed Trustee to the effect that the Trust will not be a taxable entity under the laws of such state. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 8.06, the Trustee shall resign immediately in the manner and with the effect specified in Section 8.07.
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SECTION 8.07 |
Resignation or Removal of Trustee. |
The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicers and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicers may remove the Trustee. If the Depositor or the Servicers removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee.
The Majority Certificateholders may at any time remove the Trustee by written instrument or instruments delivered to the Servicers, the Depositor and the Trustee; the Depositor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
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SECTION 8.08 |
Successor Trustee. |
Any successor Trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Servicers and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee shall become effective, and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee. The Depositor, the Servicers and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations.
No successor Trustee shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor Trustee shall not result in a downgrading of the Regular Certificates by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in this Section 8.08, the successor Trustee shall mail notice of the appointment of a successor Trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.
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SECTION 8.09 |
Merger or Consolidation of Trustee. |
Any entity into which the Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any entity succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder, provided such entity shall be eligible under the provisions of Section 8.06 and 8.08, 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.
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SECTION 8.10 |
Appointment of Co-Trustee or Separate Trustee. |
Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Mortgaged Property may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section 8.10, such powers, duties, obligations, rights and trusts as the Servicers and the Trustee may consider necessary or desirable. Any such co-trustee or separate trustee shall be subject to the written approval of the Servicers. If the Servicers shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case a Servicer Event of Termination shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor trustee under Section 8.06, and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required under Section 8.08. The related Servicer shall be responsible for the fees of any co-trustee or separate trustee appointed hereunder.
Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the related Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason of any act or omission of any other trustee hereunder; and
(iii) the Servicers and the Trustee, acting jointly, may at any time accept the resignation of or remove any separate trustee or co-trustee except that following the occurrence of a Servicer Event of Termination, the Trustee acting alone may accept the resignation or remove any separate trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Depositor and the Servicers.
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor Trustee.
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SECTION 8.11. |
Limitation of Liability. |
The Certificates are executed by the Trustee, not in its individual capacity but solely as Trustee of the Trust, in the exercise of the powers and authority conferred upon and vested in it by the Trust Agreement. Each of the undertakings and agreements made on the part of the Trustee in the Certificates is made and intended not as a personal undertaking or agreement by the Trustee but is made and intended for the purpose of binding only the Trust.
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SECTION 8.11 |
Trustee May Enforce Claims Without Possession of Certificates. |
(a) All rights of action and claims under this Agreement or the Certificates may be prosecuted and enforced by the Trustee without the possession of any of the Certificates or the production thereof in any proceeding relating thereto, and such proceeding instituted by the Trustee shall be brought in its own name or in its capacity as Trustee for the benefit of all Holders of such Certificates, subject to the provisions of this Agreement. Any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursement and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Certificateholders in respect of which such judgment has been recovered.
(b) The Trustee shall afford the Seller, the Depositor, the Servicers and each Certificateholder upon reasonable notice during normal business hours, access to all records maintained by the Trustee in respect of its duties hereunder and access to officers of the Trustee responsible for performing such duties. Upon request, the Trustee shall furnish the Depositor, the
Servicers and any requesting Certificateholder with its most recent financial statements. The Trustee shall cooperate fully with the Seller, the Servicers, the Depositor and such Certificateholder and shall make available to the Seller, the Servicers, the Depositor and such Certificateholder for review and copying such books, documents or records as may be requested with respect to the Trustee’s duties hereunder. The Seller, the Depositor, the Servicers and the Certificateholders shall not have any responsibility or liability for any action or failure to act by the Trustee and are not obligated to supervise the performance of the Trustee under this Agreement or otherwise.
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SECTION 8.12 |
Suits for Enforcement. |
In case a Servicer Event of Termination or other default by a Servicer or the Depositor hereunder shall occur and be continuing, the Trustee shall, at the written direction of the Majority Certificateholders, or otherwise may, proceed to protect and enforce its rights and the rights of the Certificateholders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy, as the Trustee, being advised by counsel, and subject to the foregoing, shall deem most effectual to protect and enforce any of the rights of the Trustee and the Certificateholders.
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SECTION 8.13 |
Waiver of Bond Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee post a bond or other surety with any court, agency or body whatsoever.
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SECTION 8.14 |
Waiver of Inventory, Accounting and Appraisal Requirement. |
The Trustee shall be relieved of, and each Certificateholder hereby waives, any requirement of any jurisdiction in which the Trust, or any part thereof, may be located that the Trustee file any inventory, accounting or appraisal of the Trust with any court, agency or body at any time or in any manner whatsoever.
ARTICLE IX
REMIC ADMINISTRATION
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SECTION 9.01 |
REMIC Administration. |
(a) REMIC elections as set forth in the Preliminary Statement shall be made by the Trustee on Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued. The regular interests and residual interest in each REMIC shall be as designated in the Preliminary Statement.
(b) The Closing Date is hereby designated as the “Startup Day” of each REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Trustee shall pay any and all tax-related expenses (not including taxes) of each REMIC, including but not limited to any professional fees or expenses related to audits or any administrative or judicial proceedings with respect to each REMIC that involve the Internal Revenue Service or state tax authorities, but only to the extent that (i) such expenses are ordinary or routine expenses, including expenses of a routine audit but not expenses of litigation (except as described in (ii)); or (ii) such expenses or liabilities (including taxes and penalties) are attributable to the negligence or willful misconduct of the Trustee in fulfilling its duties hereunder. The Trustee shall be entitled to reimbursement of expenses to the extent provided in this Section 9.01(c) from the Distribution Account and shall be permitted to pay any expenses or liabilities it is not requied to pay pursuant to clauses (i) or (ii) of the preceding sentence from the Distribution Account.
(d) The Trustee shall prepare, sign and file, all of the REMICs’ federal and state tax and information returns (including Form 8811) as the direct representative of each REMIC created hereunder. The expenses of preparing and filing such returns shall be borne by the Trustee.
(e) The Holder of the Class R Certificate at any time holding the largest Percentage Interest thereof shall be the “tax matters person” as defined in the REMIC Provisions (the “Tax Matters Person”) with respect to REMIC 1 and REMIC 2 and shall act as the Tax Matters Person for REMIC 1 and REMIC 2. The Holder of the Class R-X Certificate at any time holding the largest Percentage Interest thereof shall be the Tax Matters Person with respect to REMIC 3 and REMIC 4 and shall act as the Tax Matters Person for REMIC 3 and REMIC 4. The Trustee, as agent for the Tax Matters Person, shall perform on behalf of each REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions or other compliance guidance issued by the Internal Revenue Service or any state or local taxing authority. Among its other duties, if required by the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent for the Tax Matters Person, shall provide (i) to the Treasury or other governmental authority such information as is necessary for the application of any tax relating to the transfer of a Residual Certificate to any disqualified person or organization and (ii) to the Certificateholders such information or reports as are
required by the Code or REMIC Provisions. The Trustee, as agent for the Tax Matters Person, shall represent each REMIC in any administrative or judicial proceedings relating to an examination or audit by any governmental taxing authority, request an administrative adjustment as to any taxable year of any REMIC, enter into settlement agreements with any government taxing agency, extend any statute of limitations relating to any item of any REMIC and otherwise act on behalf of any REMIC in relation to any tax matter involving the Trust.
(f) The Trustee, the Servicers and the Holders of Certificates shall take any action or cause any REMIC to take any action necessary to create or maintain the status of each REMIC as a REMIC under the REMIC Provisions and shall assist each other as necessary to create or maintain such status. None of the Trustee, the Servicers or the Holder of any Residual Certificate shall take any action, cause any REMIC created hereunder to take any action or fail to take (or fail to cause to be taken) any action that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of such REMIC as a REMIC or (ii) result in the imposition of a tax upon such REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee and the Servicers have received an Opinion of Counsel (at the expense of the party seeking to take such action) to the effect that the contemplated action will not endanger such status or result in the imposition of such a tax. In addition, prior to taking any action with respect to any REMIC created hereunder or the assets therein, or causing such REMIC to take any action, which is not expressly permitted under the terms of this Agreement, any Holder of a Residual Certificate will consult with the Trustee and the Servicers, or their respective designees, in writing, with respect to whether such action could cause an Adverse REMIC Event to occur with respect to any REMIC, and no such Person shall take any such action or cause any REMIC to take any such action as to which the Trustee or the Servicers has advised it in writing that an Adverse REMIC Event could occur.
(g) Each Holder of a Residual Certificate shall pay when due any and all taxes imposed on each REMIC created hereunder by federal or state governmental authorities. To the extent that such Trust taxes are not paid by a Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes out of current or future amounts otherwise distributable to the Holder of the Residual Certificate in the REMICs or, if no such amounts are available, out of other amounts held in the Distribution Account, and shall reduce amounts otherwise payable to Holders of regular interests in the related REMIC. Subject to the foregoing, in the event that a REMIC incurs a state or local tax, including franchise taxes, as a result of a determination that such REMIC is domiciled in the State of California for state tax purposes by virtue of the location of either Servicer, the related Servicer agrees to pay on behalf of such REMIC when due, any and all state and local taxes imposed as a result of such a determination, in the event that the Holder of the related Residual Certificate fails to pay such taxes, if any, when imposed.
(h) The Trustee, as agent for the Tax Matters Person, shall, for federal income tax purposes, maintain books and records with respect to each REMIC created hereunder on a calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any REMIC created hereunder, except as expressly provided in this Agreement with respect to eligible substitute mortgage loans.
(j) Neither the Trustee nor either Servicer shall enter into any arrangement by which any REMIC created hereunder will receive a fee or other compensation for services.
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(k) |
[Reserved]. |
(l) The Trustee will apply for an Employee Identification Number from the Internal Revenue Service via a Form SS-4 or other acceptable method for all tax entities and shall complete Form 8811.
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SECTION 9.02 |
Prohibited Transactions and Activities. |
None of the Depositor, the Servicers or the Trustee shall sell, dispose of, or substitute for any of the Mortgage Loans, except in a disposition pursuant to (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund, (iii) the termination of any REMIC created hereunder pursuant to Article X of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any assets for any REMIC, nor sell or dispose of any investments in the Distribution Account for gain, nor accept any contributions to either REMIC after the Closing Date, unless it has received an Opinion of Counsel (at the expense of the party causing such sale, disposition, or substitution) that such disposition, acquisition, substitution, or acceptance will not (a) affect adversely the status of any REMIC created hereunder as a REMIC or of the interests therein other than the Residual Certificates as the regular interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to the Trust Fund (except pursuant to the provisions of this Agreement) or (d) cause any REMIC created hereunder to be subject to a tax on prohibited transactions or prohibited contributions pursuant to the REMIC Provisions.
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SECTION 9.03 |
Indemnification with Respect to Certain Taxes and Loss of REMIC Status. |
(a) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by either Servicer of its duties and obligations set forth herein, the related Servicer shall indemnify the Trustee and the Trust Fund against any and all losses, claims, damages, liabilities or expenses (“Losses”) resulting from such negligence; provided, however, that the related Servicer shall not be liable for any such Losses attributable to the action or inaction of the Trustee, the Depositor, another Servicer or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the related Servicer has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the related Servicer have
any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the related Servicer of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
(b) In the event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs federal, state or local taxes as a result of a prohibited transaction or prohibited contribution under the REMIC Provisions due to the negligent performance by the Trustee of its duties and obligations set forth herein, the Trustee shall indemnify the Servicers and the Trust Fund against any and all Losses resulting from such negligence; provided, however, that the Trustee shall not be liable for any such Losses attributable to the action or inaction of either Servicer, the Depositor or the Holder of such Residual Certificate, as applicable, nor for any such Losses resulting from misinformation provided by the Holder of such Residual Certificate on which the Trustee has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of the Holder of such Residual Certificate now or hereafter existing at law or in equity. Notwithstanding the foregoing, however, in no event shall the Trustee have any liability (1) for any action or omission that is taken in accordance with and in compliance with the express terms of, or which is expressly permitted by the terms of, this Agreement, (2) for any Losses other than arising out of a negligent performance by the Trustee of its duties and obligations set forth herein, and (3) for any special or consequential damages to Certificateholders (in addition to payment of principal and interest on the Certificates).
ARTICLE X
TERMINATION
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SECTION 10.01 |
Termination. |
(a) The respective obligations and responsibilities of the Servicers, the Depositor and the Trustee created hereby (other than the obligation of the Trustee to make certain payments to Certificateholders after the final Distribution Date, the obligation of the Servicers to send certain notices as hereinafter set forth and the indemnification obligations of the Servicers to the Trustee hereunder) shall terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Terminator (as defined below) of the Mortgage Loans as described below and (iv) the Distribution Date in October 2035. Notwithstanding the foregoing, in no event shall the 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. James’s, living on the date hereof.
Each Servicer (in such capacity, the “Terminator”), may, at its option, terminate this Agreement on any date on which the aggregate of the Stated Principal Balances of the Mortgage Loans (after giving effect to scheduled payments of principal due during the related Due Period, to the extent received or advanced, and unscheduled collections of principal received during the related Prepayment Period) on such date is equal to or less than 10% of the aggregate Stated Principal Balance of the Original Mortgage Loans on the Cut-off Date, by purchasing, on the next succeeding Distribution Date, all of the outstanding Mortgage Loans and REO Properties at a price equal to the greater of (i) the Stated Principal Balance of the Mortgage Loans and the appraised value of any REO Properties, such appraisal to be conducted by an Independent appraiser mutually agreed upon by the Terminator and the Trustee in their reasonable discretion and (ii) the fair market value of the Mortgage Loans and the REO Properties (as determined by (x) the Terminator, (y) the Holder of a majority in Percentage Interest in the Class C Certificates, and (z) to the extent that the Fixed Rate Certificates or the Floating Rate Certificates will not receive all amounts owed to it as a result of the termination, the Trustee, as of the close of business on the third Business Day next preceding the date upon which notice of any such termination is furnished to the related Certificateholders pursuant to Section 10.01(c)), in each case plus accrued and unpaid interest thereon at the weighted average of the Mortgage Rates through the end of the Due Period preceding the final Distribution Date plus unreimbursed Servicing Advances, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans and REO Properties and any accrued and unpaid Net WAC Rate Carryover Amount (the “Termination Price”); provided, however, such option may only be exercised if the Termination Price is sufficient to pay all interest accrued on, as well as amounts necessary to retire the note balance of, each class of notes issued pursuant to the Indenture.
In connection with any such purchase pursuant to the preceding paragraph, the Terminator shall deposit in the Distribution Account all amounts then on deposit in the
Collection Accounts, which deposit shall be deemed to have occurred immediately preceding such purchase.
Any such purchase shall be accomplished by deposit into the Distribution Account on the Determination Date before such Distribution Date of the Termination Price.
(b) Notice of any termination, specifying the Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders may surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee upon the Trustee receiving notice of such date from the Terminator, by letter to the Certificateholders mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the month of such final distribution specifying (1) the Distribution Date upon which final distribution of the Certificates will be made upon presentation and surrender of such Certificates at the office or agency of the Trustee therein designated, (2) the amount of any such final distribution and (3) that the Record Date otherwise applicable to such Distribution Date is not applicable, distributions being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified.
(c) Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to the Holders of the Certificates on the Distribution Date for such final distribution, in proportion to the Percentage Interests of their respective Class and to the extent that funds are available for such purpose, an amount equal to the amount required to be distributed to such Holders in accordance with the provisions of Section 4.01 for such Distribution Date. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of the par value of the Mortgage Loans, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class C Certificates.
(d) In the event that all Certificateholders shall not surrender their Certificates for final payment and cancellation on or before such final Distribution Date, the Trustee shall promptly following such date cause all funds in the Distribution Account not distributed in final distribution to Certificateholders to be withdrawn therefrom and credited to the remaining Certificateholders by depositing such funds in a separate account for the benefit of such Certificateholders, and the related Servicer (if either Servicer has exercised its right to purchase the Mortgage Loans) or the Trustee (in any other case) shall give a second written notice to the remaining Certificateholders, to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within nine months after the second notice all the Certificates shall not have been surrendered for cancellation, the Residual Certificateholders shall be entitled to all unclaimed funds and other assets which remain subject hereto, and the Trustee upon transfer of such funds shall be discharged of any responsibility for such funds, and the Certificateholders shall look to the Residual Certificateholders for payment.
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SECTION 10.02 |
Additional Termination Requirements. |
(a) In the event that the Terminator exercises its purchase option as provided in Section 10.01, each REMIC shall be terminated in accordance with the following additional requirements, unless the Trustee shall have been furnished with an Opinion of Counsel to the effect that the failure of the Trust to comply with the requirements of this Section will not (i) result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding:
(i) Within 90 days prior to the final Distribution Date, the Terminator shall adopt and the Trustee shall sign a plan of complete liquidation of each REMIC created hereunder meeting the requirements of a “Qualified Liquidation” under Section 860F of the Code and any regulations thereunder; and
(ii) At or after the time of adoption of such a plan of complete liquidation and at or prior to the final Distribution Date, the Trustee shall sell all of the assets of the Trust Fund to the Terminator for cash pursuant to the terms of the plan of complete liquidation.
(b) By their acceptance of Certificates, the Holders thereof hereby agree to appoint the Trustee as their attorney in fact to: (i) adopt such a plan of complete liquidation (and the Certificateholders hereby appoint the Trustee as their attorney in fact to sign such plan) as appropriate and (ii) to take such other action in connection therewith as may be reasonably required to carry out such plan of complete liquidation all in accordance with the terms hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
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SECTION 11.01 |
Amendment. |
This Agreement may be amended from time to time by the Depositor, the Servicers and the Trustee; and without the consent of the Certificateholders (i) to cure any ambiguity, (ii) to correct or supplement any provisions herein which may be defective or inconsistent with any other provisions herein, (iii) to amend the provisions of Section 3.22(b) or (iv) to make any other provisions with respect to matters or questions arising under this Agreement which shall not be inconsistent with the provisions of this Agreement; provided that such action shall not, as evidenced by either (a) an Opinion of Counsel delivered to the Trustee or (b) written notice to the Depositor, the Servicers and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency, adversely affect in any material respect the interests of any Certificateholder. No amendment shall be deemed to adversely affect in any material respect the interests of any Certificateholder who shall have consented thereto, and no Opinion of Counsel or Rating Agency confirmation shall be required to address the effect of any such amendment on any such consenting Certificateholder. Notwithstanding the foregoing, neither an Opinion of Counsel nor written notice to the Depositor, the Servicers and the Trustee from the Rating Agencies will be required in connection with an amendment to the provisions of Section 3.22(b).
In addition, this Agreement may be amended from time to time by the Depositor, the Servicers and the Trustee with the consent of the Majority Certificateholders for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Holders of Certificates; provided, however, that no such amendment or waiver shall (x) reduce in any manner the amount of, or delay the timing of, payments on the Certificates or distributions which are required to be made on any Certificate without the consent of the Holder of such Certificate, (y) adversely affect in any material respect the interests of the Holders of any Class of Certificates (as evidenced by either (i) an Opinion of Counsel delivered to the Trustee or (ii) written notice to the Depositor, the Servicers and the Trustee from each Rating Agency that such action will not result in the reduction or withdrawal of the rating of any outstanding Class of Certificates with respect to which it is a Rating Agency) in a manner other than as described in clause (x) above, without the consent of the Holders of Certificates of such Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce the percentage of Voting Rights required by clause (y) above without the consent of the Holders of all Certificates of such Class then outstanding. Upon approval of an amendment, a copy of such amendment shall be sent to the Rating Agencies.
Notwithstanding any provision of this Agreement to the contrary, the Trustee shall not consent to any amendment to this Agreement unless it shall have first received an Opinion of Counsel, delivered by (and at the expense of) the Person seeking such Amendment, to the effect that such amendment will not result in the imposition of a tax on any REMIC created hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions or cause
any REMIC created hereunder constituting part of the Trust to fail to qualify as a REMIC at any time that any Certificates are outstanding, and that the amendment is being made in accordance with the terms hereof.
Promptly after the execution of any such amendment the Trustee shall furnish, at the expense of the Person that requested the amendment if such Person is the Servicer (but in no event at the expense of the Trustee), otherwise at the expense of the Trust, a copy of such amendment and the Opinion of Counsel referred to in the immediately preceding paragraph to the Servicers and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this Section 11.01 to approve the particular form of any proposed amendment; instead it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Trustee may prescribe.
The Trustee may, but shall not be obligated to, enter into any amendment pursuant to this Section 11.01 that affects its rights, duties and immunities under this Agreement or otherwise.
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SECTION 11.02 |
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 related Servicer at the expense of the Trust, but only upon direction of Certificateholders accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.
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SECTION 11.03 |
Limitation on Rights of Certificateholders. |
The death or incapacity of any Certificateholder shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.
Except as expressly provided for herein, no Certificateholder shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates entitled to at least 25% of the Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee for 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.03 each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.
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SECTION 11.04 |
Governing Law; Jurisdiction. |
This Agreement shall be construed in accordance with the laws of the State of New York, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. With respect to any claim arising out of this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in The City of New York, and each party irrevocably waives any objection which it may have at any time to the laying of venue of any suit, action or proceeding arising out of or relating hereto brought in any such courts, irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum and further irrevocably waives the right to object, with respect to such claim, suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party, provided that service of process has been made by any lawful means.
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SECTION 11.05 |
Notices. |
All directions, demands and notices hereunder 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, by facsimile or by express delivery service, to (a) in the case of Centex Home Equity Company, LLC, 0000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: Chief Financial Officer, with a copy to the General Counsel, or such other address or telecopy number
as may hereafter be furnished to the Depositor and the Trustee in writing by Centex Home Equity Company, LLC, (b) in the case of HomEq Servicing Corporation, 0000 Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000, Attention: Portfolio Management, Facsimile No. (000) 000-0000 with a copy to HomEq Servicing Corporation, 0000 Xxxx Xxxxxxxxx Xxxxxxx, Xxxxx 000, 0xx Xxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Legal Department, Facsimile No. (000) 000-0000, or such other address or telecopy number as may hereafter be furnished to the Depositor and the Trustee in writing by HomEq Servicing Corporation, (c) in the case of the Trustee, the Corporate Trust Office, Attention: Soundview 2005-CTX1 or such other address or telecopy number as may hereafter be furnished to the Depositor and the Servicers in writing by the Trustee and (d) in the case of the Depositor, Financial Asset Securities Corp., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Legal, or such other address or telecopy number as may be furnished to the Servicers and the Trustee in writing by the Depositor. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Notice of any Servicer Event of Termination shall be given by telecopy and by certified mail. Any notice so mailed within the time prescribed in this Agreement shall be conclusively presumed to have duly been given when mailed, whether or not the Certificateholder receives such notice. A copy of any notice required to be telecopied hereunder shall also be mailed to the appropriate party in the manner set forth above.
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SECTION 11.06 |
Severability of Provisions. |
If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.
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SECTION 11.07 |
Article and Section References. |
All article and section references used in this Agreement, unless otherwise provided, are to articles and sections in this Agreement.
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SECTION 11.08 |
Notice to the Rating Agencies. |
(a) The Trustee shall be obligated to use its best reasonable efforts promptly to provide notice to the Rating Agencies with respect to each of the following of which a Responsible Officer of the Trustee has actual knowledge:
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(i) |
any material change or amendment to this Agreement; |
(ii) the occurrence of any Servicer Event of Termination that has not been cured or waived;
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(iii) |
the resignation or termination of the Servicer or the Trustee; |
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(iv) |
the final payment to Holders of the Certificates of any Class; |
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(v) |
any change in the location of the Distribution Account; and |
(vi) if the Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any event that would result in the inability of the Trustee to make Advances.
(b) In addition, the Trustee shall promptly make available on its website initially located at xxx.xxxxxxxx.xxx/xxx to each Rating Agency copies of each Statement to Certificateholders described in Sections 4.03 and 3.19 (to the extent received by it from the Servicers) hereof and the related Servicer shall promptly furnish to each Rating Agency copies of the following:
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(i) |
each annual statement as to compliance described in Section 3.20 hereof; |
(ii) each annual independent public accountants’ servicing report described in Section 3.21 hereof; and
(iii) each notice delivered pursuant to Section 7.01(a) hereof which relates to the fact that a Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing and shall be deemed to have been duly given if personally delivered or mailed by first class mail, postage prepaid, or by express delivery service to (i) Xxxxx’x Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, (ii) Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: Residential Mortgage Surveillance Group and (iii) Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000.
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SECTION 11.09 |
Further Assurances. |
Notwithstanding any other provision of this Agreement, neither the Regular Certificateholders nor the Trustee shall have any obligation to consent to any amendment or modification of this Agreement unless they have been provided reasonable security or indemnity against their out-of-pocket expenses (including reasonable attorneys’ fees) to be incurred in connection therewith.
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SECTION 11.10 |
Benefits of Agreement. |
Nothing in this Agreement or in the Certificates, expressed or implied, shall give to any Person, other than the Certificateholders and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim under this Agreement.
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SECTION 11.11 |
Acts of Certificateholders. |
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent duly appointed in writing, and such action shall
become effective when such instrument or instruments are delivered to the Trustee and the Servicers. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “act” of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trust, if made in the manner provided in this Section 11.11.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.
(c) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Certificateholder shall bind every future Holder of such Certificate and the Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Trust in reliance thereon, whether or not notation of such action is made upon such Certificate.
IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their names to be signed hereto by their respective officers thereunto duly authorized, all as of the day and year first above written.
FINANCIAL ASSET SECURITIES CORP.,
as Depositor
By: /s/ Xxxxx Xxxxx
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Name: |
Xxxxx Xxxxx |
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Title: |
Managing Director |
CENTEX HOME EQUITY COMPANY, LLC,
as a Servicer
By: /s/ Xxxxx X. Xxxxx
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Name: |
Xxxxx X. Xxxxx | |
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Title: |
EVP |
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HOMEQ SERVICING CORPORATION,
as a Servicer
By: /s/ Xxxxx X. Xxx
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Name: |
Xxxxx X. Xxx |
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|
Title: |
Sr. Vice President |
JPMORGAN CHASE BANK, N.A. as Trustee
By: /s/ Xxxxx X. Xxxxxxxx
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Name: |
Xxxxx X. Xxxxxxxx |
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Title: |
Assistanct Vice President |
STATE OF_____________ |
) |
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) |
ss.: |
COUNTY OF___________ |
) |
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On the ____ day of November 2005, before me, a notary public in and for said State, personally appeared _______________ known to me to be a ______________ of Financial Asset Securities Corp., a Delaware corporation 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
STATE OF_____________ |
) |
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|
) |
ss.: |
COUNTY OF___________ |
) |
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On the ____ day of November 2005, before me, a notary public in and for said State, personally appeared _______________ known to me to be a _______________ of Centex Home Equity Company, LLC, a corporation 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
STATE OF_____________ |
) |
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|
) |
ss.: |
COUNTY OF___________ |
) |
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On the ____ day of November 2005, before me, a notary public in and for said State, personally appeared _______________ known to me to be a _______________ of HomEq Servicing Corporation, a corporation 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
STATE OF_____________ |
) |
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|
) |
ss.: |
COUNTY OF___________ |
) |
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On the ___ day of November 2005 before me, a notary public in and for said State, personally appeared ______________________________________, known to me to be an _____________________ of JPMorgan Chase Bank, N.A. 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 association, 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
EXHIBIT A-1
FORM OF CLASS A-1 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$251,832,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$251,832,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
4.720% per annum |
CUSIP |
: |
83611P BN 0 |
Class |
: |
A-1 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the Denomination of this Class A-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
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JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
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| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-1Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
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|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-2
FORM OF CLASS A-2 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$114,854,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
114,854,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.195% per annum |
CUSIP |
: |
83611P BP 5 |
Class |
: |
A-2 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-2 Certificate (obtained by dividing the Denomination of this Class A-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-2 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-3
FORM OF CLASS A-3 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$14,521,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$14,521,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.322% per annum |
CUSIP |
: |
83611P BQ 3 |
Class |
: |
A-3 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-3 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-3 Certificate (obtained by dividing the Denomination of this Class A-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-3 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-3 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-3 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-4
FORM OF CLASS A-4 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$13,594,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$13,594,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.572% per annum |
CUSIP |
: |
83611P BR 1 |
Class |
: |
A-4 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-4 Certificate (obtained by dividing the Denomination of this Class A-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-4 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-4 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-4 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-5
FORM OF CLASS A-5 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$30,577,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$30,577,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.943% per annum |
CUSIP |
: |
83611P BS 9 |
Class |
: |
A-5 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-5
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-5 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-5 Certificate (obtained by dividing the Denomination of this Class A-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-5 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-5 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-5 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-5 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-6
FORM OF CLASS A-6 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$17,000,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$17,000,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
5.592% per annum |
CUSIP |
: |
83611P BT 7 |
Class |
: |
A-6 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS A-6
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class A-6 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class A-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class A-6 Certificate (obtained by dividing the Denomination of this Class A-6 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A-6 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
Reference is hereby made to the further provisions of this Class A-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class A-6 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class A-6 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-7
FORM OF CLASS M-1 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$26,794,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$26,794,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P BU 4 |
Class |
: |
M-1 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-1 Certificate (obtained by dividing the Denomination of this Class M-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-1 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
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assignee named above, or |
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its agent. |
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EXHIBIT A-8
FORM OF CLASS M-2 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$17,957,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$17,957,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P BV 2 |
Class |
: |
M-2 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-2 Certificate (obtained by dividing the Denomination of this Class M-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-2 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-9
FORM OF CLASS M-3 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$12,542,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$12,542,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P BW 0 |
Class |
: |
M-3 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-3
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-3 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-3 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-3 Certificate (obtained by dividing the Denomination of this Class M-3 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-3 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-3 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-3 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-3 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-3 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-10
FORM OF CLASS M-4 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, AND THE CLASS M-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$9,121,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$9,121,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P BX 8 |
Class |
: |
M-4 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-4
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-4 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-4 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-4 Certificate (obtained by dividing the Denomination of this Class M-4 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-4 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-4 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-4 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-4 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class M-4 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-11
FORM OF CLASS M-5 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$9,406,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$9,406,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
83611P BY 6 |
CUSIP |
: |
Variable |
Class |
: |
M-5 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-5
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-5 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-5 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-5 Certificate (obtained by dividing the Denomination of this Class M-5 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-5 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-5 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-5 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-5 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[REVERSE OF CLASS M-5 CERTIFICATE]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-12
FORM OF CLASS M-6 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$7,981,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$7,981,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P BZ 3 |
Class |
: |
M-6 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-6
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the Denomination of this Class M-6 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-6 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-6 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-6 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-13
FORM OF CLASS M-7 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$9,121,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$9,121,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CA 7 |
Class |
: |
M-7 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-7
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-7 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-7 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-7 Certificate (obtained by dividing the Denomination of this Class M-7 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-7 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-7 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-7 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-7 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-14
FORM OF CLASS M-8 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND THE CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$7,126,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$7,126,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CB 5 |
Class |
: |
M-8 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-8
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-8 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-8 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-8 Certificate (obtained by dividing the Denomination of this Class M-8 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-8 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-8 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-8 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-8 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-15
FORM OF CLASS M-9 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE CLASS M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE CLASS M-7 CERTIFICATES AND THE M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$6,271,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$6,271,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CC 3 |
Class |
: |
M-9 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-9
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the Denomination of this Class M-9 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-9 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-9 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-16
FORM OF CLASS M-10 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1 CERTIFICATES, CLASS M-2 CERTIFICATES, CLASS M-3 CERTIFICATES, CLASS M-4 CERTIFICATES, CLASS M-5 CERTIFICATES, CLASS M-6 CERTIFICATES, CLASS M-7 CERTIFICATES, CLASS M-8 CERTIFICATES AND CLASS M-9 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THE HOLDER OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE POOLING AND SERVICING AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$4,846,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$4,846,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CD 1 |
Class |
: |
M-10 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS M-10
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-10 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class M-10 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-10 Certificate (obtained by dividing the Denomination of this Class M-10 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-10 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-10 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
The holder of this Certificate shall be deemed to have made the representations set forth in Section 5.02(d) of the Pooling and Servicing Agreement.
Reference is hereby made to the further provisions of this Class M-10 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class M-10 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
| |
By: |
|
|
Authorized Signatory of |
[Reverse of Class M-10 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-17
FORM OF CLASS B-1 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$5,701,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$5,701,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CE 9 |
Class |
: |
B-1 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS B-1
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class B-1 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class B-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class B-1 Certificate (obtained by dividing the Denomination of this Class B-1 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class B-1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class B-1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class B-1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class B-1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class B-1 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-18
FORM OF CLASS B-2 CERTIFICATES
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE CERTIFICATES AND CLASS B-1 CERTIFICATES, TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$3,135,000.00 |
Original Class Certificate Principal Balance of this Class |
: |
$3,135,000.00 |
Percentage Interest |
: |
100.00% |
Pass-Through Rate |
: |
Variable |
CUSIP |
: |
83611P CF 6 |
Class |
: |
B-2 |
Assumed Maturity Date |
: |
November 25, 2035 |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS B-2
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class B-2 Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class B-2 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class B-2 Certificate (obtained by dividing the Denomination of this Class B-2 Certificate by the Original Class Certificate Principal Balance) in certain monthly distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class B-2 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class B-2 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable sate securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act, and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. The Holder hereof desiring to effect such transfer shall, and does hereby agree to indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class B-2 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class B-2 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class B-2 Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-19
FORM OF CLASS C CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE MEZZANINE CERTIFICATES AND THE CLASS B CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$7,695,553.52 |
Original Class Certificate Principal Balance of this Class |
: |
$7,695,553.52 |
Percentage Interest |
: |
100.00% |
Class |
: |
C |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS C
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class C Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class C Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Financial Products, Inc. is the registered owner of the Percentage Interest evidenced by this Class C Certificate (obtained by dividing the Denomination of this Class C Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class C Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class C Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to,
indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class C Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class C Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class C Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-20
FORM OF CLASS P CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Initial Certificate Principal Balance of this Certificate (“Denomination”) |
: |
$100.00 |
Original Class Certificate Principal Balance of this Class |
: |
$100.00 |
Percentage Interest |
: |
100.00% |
Class |
: |
P |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS P
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class P Certificate at any time may be less than the Initial Certificate Principal Balance set forth on the face hereof, as described herein. This Class P Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers, or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Financial Products, Inc. is the registered owner of the Percentage Interest evidenced by this Class P Certificate (obtained by dividing the Denomination of this Class P Certificate by the Original Class Certificate Principal Balance) in certain distributions with respect to a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class P Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class P Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the
transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Reference is hereby made to the further provisions of this Class P Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Class P Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class P Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
|
|
|
(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
|
|
Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
| ||||||
| |||||||
for the account of |
| ||||||
account number |
|
or, if mailed by check, to | |||||
| |||||||
Applicable statements should be mailed to |
| ||||||
| |||||||
| |||||||
This information is provided by |
| ||||||
assignee named above, or |
| ||||||
its agent. |
| ||||||
EXHIBIT A-21
FORM OF CLASS R CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
: |
1 |
Cut-off Date |
: |
November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Percentage Interest |
: |
100.00% |
Class |
: |
R |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS R
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
| |
JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
|
This is one of the Certificates referenced
|
| |
By: |
| |
|
Authorized Signatory of | |
[Reverse of Class R Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1 Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
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Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
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EXHIBIT A-22
FORM OF CLASS R-X CERTIFICATES
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
THIS CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.
NEITHER THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.
Certificate No. |
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1 |
Cut-off Date |
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November 1, 2005 |
First Distribution Date |
: |
December 26, 2005 |
Percentage Interest |
: |
100.00% |
Class |
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R-X |
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
Series 2005-CTX1
CLASS R-X
evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class with respect to the Trust consisting of first and second lien, fixed-rate and adjustable-rate mortgage loans (the “Mortgage Loans”)
FINANCIAL ASSET SECURITIES CORP., AS DEPOSITOR
This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Servicers or the Trustee referred to below or any of their respective affiliates.
This certifies that Greenwich Capital Markets, Inc. is the registered owner of the Percentage Interest evidenced by this Certificate specified above in the interest represented by all Certificates of the Class to which this Certificate belongs in a Trust consisting primarily of the Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”) among the Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”), and JPMorgan Chase Bank, N.A., a national banking association, as trustee (the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound.
This Certificate does not have a principal balance or pass-through rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust will be made only upon presentment and surrender of this Certificate at the Office or the office or agency maintained by the Trustee.
No transfer of a Certificate of this Class shall be made unless such transfer is made pursuant to an effective registration statement under the Act and any applicable state securities laws or is exempt from the registration requirements under said Act and such laws. In the event that a transfer is to be made in reliance upon an exemption from the Act and such laws, in order to assure compliance with the Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trustee and the Depositor in writing the facts surrounding the transfer. In the event that such a transfer is not to be made pursuant to Rule 144A of the Act, there shall be delivered to the Trustee and the Depositor of an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act, which Opinion of Counsel shall not be obtained at the expense of the Trustee, the Servicers or the Depositor; or there shall be delivered to the Trustee and the Depositor a transferor certificate by the transferor and an investment letter shall be executed by the transferee. The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.
No transfer of this Certificate to a Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any person using Plan Assets to acquire this Certificate shall be made except in accordance with Section 5.02(d) of the Agreement.
Each Holder of this Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Certificate must agree not to transfer an Ownership Interest in this Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Pursuant to the Agreement, The Trustee will provide the Internal Revenue Service and any pertinent persons with the information needed to compute the tax imposed under the applicable tax laws on transfers of residual interests to disqualified organizations, if any person other than a Permitted Transferee acquires an Ownership Interest on a Class R-X Certificate in violation of the restrictions mentioned above.
Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized officer of the Trustee.
IN WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate to be duly executed.
Dated: November__, 2005
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
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JPMORGAN CHASE BANK, N.A., not in its individual capacity, but solely as Trustee | |
By: |
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This is one of the Certificates referenced
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By: |
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Authorized Signatory of | |
[Reverse of Class R-X Certificate]
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates,
SERIES 2005-CTX1
This Certificate is one of a duly authorized issue of Certificates designated as Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust created by the Agreement.
The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds on deposit in the Distribution Account for payment hereunder and that the Trustee is not liable to the Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement.
This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby, and the rights, duties and immunities of the Trustee.
Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, then the Business Day immediately following such Distribution Date (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.
Distributions on this Certificate shall be made by check or money order mailed to the address of the person entitled thereto as it appears on the Certificate Register or by wire transfer or otherwise, as set forth in the Agreement. The final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Trustee or the Trustee’s agent specified in the notice to Certificateholders of such final distribution.
The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Servicers and the Trustee and of Holders of the requisite percentage of the Percentage Interests of each Class of Certificates affected by such amendment, as specified in the Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange therefor or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.
As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the offices or agencies of the Trustee as provided in the Pooling and Servicing Agreement accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without coupons in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
The Depositor, the Servicers and the Trustee and any agent of the Depositor, the Servicers or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Trustee, the Servicers or any such agent shall be affected by any notice to the contrary.
On any Distribution Date following the date at which the remaining aggregate Principal Balance of the Mortgage Loans is less than 10% of the aggregate Principal Balance of the Original Mortgage Loans as of the Cut-off Date, the Servicers may purchase, in whole, from the Trust the Mortgage Loans at a purchase price determined as provided in the Agreement. In the event that no such optional termination occurs, the obligations and responsibilities created by the Agreement will terminate upon notice to the Trustee upon the earliest of (i) the Distribution Date on which the Certificate Principal Balances of the Regular Certificates have been reduced to zero, (ii) the final payment or other liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase by the Servicers of the Mortgage Loans as described in the Agreement and (iv) the Distribution Date in November 2035.
Capitalized terms used herein that are defined in the Agreement shall have the meanings ascribed to them in the Agreement, and nothing herein shall be deemed inconsistent with that meaning.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) | |
unto |
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(Please print or typewrite name and address including postal zip code of assignee)
the Percentage Interest evidenced by the within Certificate and hereby authorizes the transfer of registration of such Percentage Interest to assignee on the Certificate Register of the Trust.
I (We) further direct the Trustee to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:______
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Dated:_________________
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately available | |||||||
funds to |
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for the account of |
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Account number |
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or, if mailed by check, to | |||||
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Applicable statements should be mailed to |
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This information is provided by |
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Assignee named above, or |
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its agent. |
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EXHIBIT B
[RESERVED]
EXHIBIT C
FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT
ASSIGNMENT AND RECOGNITION AGREEMENT
THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated November 29, 2005, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), Financial Asset Securities Corp. (“Assignee”) and Centex Home Equity Company, LLC (the “Company”):
For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:
Assignment and Conveyance
1. The Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee (x) all of the right, title and interest of the Assignor, as purchaser, in, to and under (a) those certain Mortgage Loans listed as being originated by the Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as Exhibit A (the “Mortgage Loans”) and (b) except as described below, that certain Master Mortgage Loan Purchase and Servicing Agreement dated as of June 1, 2004, as amended (the “Purchase Agreement”), between the Assignor, as purchaser (the “Purchaser”), and the Company, as seller, solely insofar as the Purchase Agreement relates to the Mortgage Loans and (y) other than as provided below with respect to the enforcement of representations and warranties, none of the obligations of the Assignor under the Purchase Agreement.
The Assignor specifically reserves and does not assign to the Assignee hereunder (i) any and all right, title and interest in, to and under and any obligations of the Assignor with respect to any mortgage loans subject to the Purchase Agreement which are not the Mortgage Loans set forth on the Mortgage Loan Schedule and are not the subject of this Agreement or (ii) any of the Assignor’s rights pursuant to the sentence pursuant to Section 7.04.
Recognition of the Company
2. From and after the date hereof, the Company shall and does hereby recognize that the Assignee will transfer the Mortgage Loans and assign its rights under the Purchase Agreement (solely to the extent set forth herein) and this Agreement to Soundview Home Loan Trust 2005-CTX1 (the “Trust”) created pursuant to a Pooling and Servicing Agreement, dated as of November 1, 2005 (the “Pooling Agreement”), among the Assignee, the Company and HomEq Servicing Corporation as servicers (including their successors in interest and any successor servicers under the Pooling Agreement, the “Servicers”) and JPMorgan Chase Bank, N.A., as trustee (including its successors in interest and any successor trustee under the Pooling Agreement, the “Trustee”). The Company hereby acknowledges and agrees that from and after the date hereof (i) the Trust will be the owner of the Mortgage Loans, (ii) the Company shall look solely to the Trust for performance of any obligations of the Assignor insofar as they relate to the enforcement of the representations, warranties and covenants with respect to the Mortgage Loans, (iii) the Trust (including the Trustee and each of the Servicers acting on the Trust’s behalf) shall have all the rights and remedies available to the Assignor, insofar as they relate to the Mortgage Loans, under the Purchase Agreement, including, without limitation, the
enforcement of the document delivery requirements and remedies with respect to breaches of representations and warranties set forth in the Purchase Agreement, and shall be entitled to enforce all of the obligations of the Company thereunder insofar as they relate to the Mortgage Loans, and (iv) all references to the Purchaser (insofar as they relate to the rights, title and interest and, with respect to obligations of the Purchaser, only insofar as they relate to the enforcement of the representations, warranties and covenants of the Company) or the Custodian under the Purchase Agreement insofar as they relate to the Mortgage Loans, shall be deemed to refer to the Trust (including the Trustee and each of the Servicers acting on the Trust’s behalf). Neither the Company nor the Assignor shall amend or agree to amend, modify, waiver, or otherwise alter any of the terms or provisions of the Purchase Agreement which amendment, modification, waiver or other alteration would in any way affect the Mortgage Loans or the Company’s performance under the Purchase Agreement with respect to the Mortgage Loans without the prior written consent of the Trustee.
Representations and Warranties of the Company
3. The Company warrants and represents to the Assignor, the Assignee and the Trust as of the date hereof that:
(a) The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation;
(b) The Company has full power and authority to execute, deliver and perform its obligations under this Agreement and has full power and authority to perform its obligations under the Purchase Agreement. The execution by the Company of this Agreement is in the ordinary course of the Company’s business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of the Company’s charter or bylaws or any legal restriction, or any material agreement or instrument to which the Company is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which the Company or its property is subject. The execution, delivery and performance by the Company of this Agreement have been duly authorized by all necessary corporate action on part of the Company. This Agreement has been duly executed and delivered by the Company, and, upon the due authorization, execution and delivery by the Assignor and the Assignee, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;
(c) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by the Company in connection with the execution, delivery or performance by the Company of this Agreement; and
(d) There is no action, suit, proceeding or investigation pending or threatened against the Company, before any court, administrative agency or other tribunal, which would draw into question the validity of this Agreement or the Purchase Agreement, or which, either in any one instance or in the aggregate, would result in any material adverse change in the ability of the Company to perform its obligations under this Agreement or the Purchase Agreement, and the Company is solvent.
4. Pursuant to Section 12 of the Purchase Agreement, the Company hereby represents and warrants, for the benefit of the Assignor, the Assignee and the Trust, that the representations and warranties set forth in Sections 7.01 and 7.02 of the Purchase Agreement (set forth on Schedule 1 hereto), are true and correct as of the date hereof as if such representations and warranties were made on the date hereof, except that the representation and warranty set forth in Section 7.02(a) shall, for purposes of this Agreement, relate to the Mortgage Loan Schedule attached hereto.
5. The Assignor hereby makes the following representations and warranties as of the date hereof:
(a) Each Mortgage Loan at the time it was made complied in all material respects with applicable local, state, and federal laws, including, but not limited to, all applicable predatory and abusive lending laws;
(b) None of the mortgage loans are High Cost as defined by any applicable predatory and abusive lending laws;
(c) No Mortgage Loan is a high cost loan or a covered loan, as applicable (as such terms are defined in Standard & Poor’s LEVELS Version 5.6B Glossary Revised, Appendix E); and
(d) No loan originated on or after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act.
Remedies for Breach of Representations and Warranties
6. The Company hereby acknowledges and agrees that the remedies available to the Assignor, the Assignee and the Trust (including the Trustee and each of the Servicers acting on the Trust’s behalf) in connection with any breach of the representations and warranties made by the Company set forth in Sections 3 and 4 hereof shall be as set forth in Subsection 7.03 of the Purchase Agreement as if they were set forth herein (including without limitation the repurchase and indemnity obligations set forth therein); provided, however, that the purchase price payable to the Trust in respect of a breach of a representation and warranty shall in no event be greater than the unpaid Principal Balance of the related Mortgage Loan plus unpaid accrued interest and any amount owed by the Company in excess of such amount shall be payable to the Assignor.
Miscellaneous
7. This Agreement shall be construed in accordance with the laws of the State of New York, without regard to conflicts of law principles, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
8. No term or provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party against whom such waiver or modification is sought to be enforced, with the prior written consent of the Trustee.
9. This Agreement shall inure to the benefit of (i) the successors and assigns of the parties hereto and (ii) the Trust (including the Trustee and each of the Servicers acting on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may be merged or consolidated shall, without the requirement for any further writing, be deemed Assignor, Assignee or Company, respectively, hereunder.
10. Each of this Agreement and the Purchase Agreement shall survive the conveyance of the Mortgage Loans and the assignment of the Purchase Agreement (to the extent assigned hereunder) by Assignor to Assignee and by Assignee to the Trust and nothing contained herein shall supersede or amend the terms of the Purchase Agreement.
11. This Agreement may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original and all such counterparts shall constitute one and the same instrument.
12. In the event that any provision of this Agreement conflicts with any provision of the Purchase Agreement with respect to the Mortgage Loans, the terms of this Agreement shall control.
13. Capitalized terms used in this Agreement (including the exhibits hereto) but not defined in this Agreement shall have the meanings given to such terms in the Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date first above written.
GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
By: ______________________________
Name: ____________________________
Title: _____________________________
FINANCIAL ASSET SECURITIES CORP.
By: ______________________________
Name: ____________________________
Title: _____________________________
CENTEX HOME EQUITY COMPANY, LLC
By: ______________________________
Name: ____________________________
Title: _____________________________
Schedule 1
Representations and Warranties
Capitalized terms used herein but not defined in this Schedule 1 shall have the meanings given to such terms in the Purchase Agreement:
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Subsection 7.01. |
Representations and Warranties Respecting the Seller . |
(a) The Seller represents, warrants and covenants to the Initial Purchaser and to any subsequent Purchaser as of the initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:
(i) The Seller is duly organized, validly existing and in good standing under the laws of the state of Delaware and has all licenses necessary to carry on its business as now being conducted. To the extent required by applicable law, it is licensed in, qualified to transact business in and is in good standing under the laws of the state in which any Mortgaged Property is located and is and will remain 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 in accordance with the terms of this Agreement. No licenses or approvals obtained by Seller have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;
(ii) The Seller has the full limited liability company power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, and to execute, deliver and perform, and to enter into and consummate, all transactions contemplated by this Agreement. The Seller 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 by the Purchaser, constitutes a legal, valid and binding obligation of the Seller, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or reorganization;
(iii) The execution and delivery of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not violate the Seller's Certificate of Formation or limited liability company agreement or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller or its assets;
(iv) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Seller or its assets or might have
consequences that would materially and adversely affect the performance of its obligations and duties hereunder;
(vi) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement applicable to the Seller;
(vii) Immediately prior to the payment of the Purchase Price for each Mortgage Loan, the Seller was the owner of the related Mortgage and the indebtedness evidenced by the related Mortgage Note and upon the payment of the Purchase Price by the Purchaser;
(viii) There are no actions or proceedings against, or investigations of, the Seller before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans or the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement;
(ix) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller 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;
(x) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to the bulk transfer or any similar statutory provisions;
(xi) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading;
(xii) The transfer of the Mortgage Loans shall be treated as a sale on the books and records of Seller, and Seller has determined that, and will treat, the disposition of the Mortgage Loans pursuant to this Agreement for tax and accounting purposes as a sale;
(xiii) The consideration received by the Seller upon the sale of the Mortgage loans constitutes fair consideration and reasonably equivalent value for such Mortgage Loans;
(xiv) Seller is solvent and will not be rendered insolvent by the consummation of the transactions contemplated hereby. The Seller is not transferring any Mortgage loan with any intent to hinder, delay or defraud any of its creditors; and
(xv) The Seller is the sole legal, beneficial and equitable owner of the Mortgage Note and the Mortgage and has full right to transfer and sell the Mortgage Loan to the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest.
(b) The Servicer represents, warrants and covenants to the Initial Purchaser and to any subsequent Purchaser as of the initial Closing Date and each subsequent Closing Date or as of such date specifically provided herein or in the applicable Assignment and Conveyance:
(i) The Servicer is duly organized, validly existing and in good standing under the laws of the state of Delaware and has all licenses necessary to carry on its business as now being conducted. It is licensed in, qualified to transact business in and is in good standing under the laws of the state in which any Mortgaged Property is located and is and will remain 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. No licenses or approvals obtained by Servicer have been suspended or revoked by any court, administrative agency, arbitrator or governmental body and no proceedings are pending which might result in such suspension or revocation;
(ii) The Servicer has the full power and authority 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 by the Purchaser, 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 or reorganization;
(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 violate the Servicer's Certificate of Formation and limited liability company agreement or constitute a default under or result in a breach or acceleration of, any material contract, agreement or other instrument to which the Servicer is a party or which may be applicable to the Servicer or its assets;
(iv) The Servicer is not in violation of, and the execution and delivery of this Agreement by the Servicer and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over the Servicer or its assets, which violation might have consequences that would materially and adversely affect the condition (financial or otherwise) or the operation of the Servicer or its assets or might have consequences that would materially and adversely affect the performance of its obligations and duties hereunder;
(v) The Servicer is an approved seller/servicer for FNMA. No event has occurred, including but not limited to a change in insurance coverage, which would make the Servicer unable to comply with FNMA eligibility requirements or which would require notification to FNMA;
(vi) The Servicer does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement;
(vii) The Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents required to be delivered with respect to each Mortgage Loan pursuant to the Custodial Agreement, have been delivered to the Custodian all in compliance with the specific requirements of the Custodial Agreement. With respect to each Mortgage Loan, the Servicer is in possession of a complete Mortgage File in compliance with Exhibit 5, except for such documents as have been delivered to the Custodian;
(viii) In the event that the Servicer retains record title, the Servicer shall retain such record title to each Mortgage, each related Mortgage Note and the related Mortgage Files with respect thereto in trust for the Purchaser as the owner thereof and only for the purpose of servicing and supervising the servicing of each Mortgage Loan;
(ix) There are no actions or proceedings against, or investigations 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 the validity or enforceability of, this Agreement;
(x) 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;
(xi) Servicer shall maintain complete records for each Mortgage Loan which shall be clearly marked to reflect the ownership of each Mortgage Loan by Purchaser;
(xii) The information delivered by the Servicer to the Purchaser with respect to the Servicer's loan loss, foreclosure and delinquency experience for the twelve (12) months immediately preceding the Initial Closing Date on mortgage loans underwritten to similar standards as the Mortgage Loans and covering mortgaged properties similar to the Mortgaged Properties, is true and correct in all material respects; and
(xiii) Neither this Agreement nor any written statement, report or other document prepared and furnished or to be prepared and furnished by the Servicer pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading.
Subsection 7.02. Representations and Warranties Regarding Individual Mortgage Loans.
The Servicer hereby represents and warrants to the Initial Purchaser and to any subsequent Purchaser that, as to each Mortgage Loan, as of the related Closing Date for such Mortgage Loan:
(i) The information set forth in the related Mortgage Loan Schedule is complete, true and correct;
(ii) The Mortgage Loan is in compliance with all requirements set forth in the related Confirmation, and the characteristics of the related Mortgage Loan Package as set forth in the related Confirmation are true and correct;
(iii) All payments required to be made up to the close of business on the Closing Date for such Mortgage Loan under the terms of the Mortgage Note have been made; the Servicer has not advanced funds, or induced, solicited or knowingly received any advance of funds from a party other than the owner of the related Mortgaged Property, directly or indirectly, for the payment of any amount required by the Mortgage Note or Mortgage; and, except to the extent specified on the Mortgage Loan Schedule, there has been no delinquency, exclusive of any period of grace, in any payment by the Mortgagor thereunder since the origination of the Mortgage Loan;
(iv) There are no delinquent taxes, assessments, insurance premiums, including assessments payable in future installments or other outstanding charges affecting the related Mortgaged Property, including ground rents, water charges, sewer rents or leasehold payments which may become a lien on the related Mortgaged Property;
(v) The terms of the Mortgage Note and the Mortgage have not been impaired, waived, altered or modified in any respect, except by written instruments, recorded in the applicable public recording office if necessary to maintain the lien priority of the Mortgage, and which have been delivered to the Custodian; the substance of any such waiver, alteration or modification has been approved by the title insurer, to the extent required by the related policy, and is reflected on the related Mortgage Loan Schedule. No instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, except in connection with an assumption agreement approved by the title insurer, to the extent required by the policy, and which assumption agreement has been delivered to the Custodian and the terms of which are reflected in the related Mortgage Loan Schedule;
(vi) The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, nor will the operation of any of the terms of the Mortgage Note and the Mortgage, or the exercise of any right thereunder, render the Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;
(vii) All buildings upon the Mortgaged Property are insured by an insurer acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the Mortgaged Property is located, pursuant to insurance
policies providing coverage in an amount not less than the greatest of (i) 100% of the replacement cost of all improvements to the Mortgaged Property, (ii) either (A) the outstanding principal balance of the Mortgage Loan with respect to each first lien Mortgage Loan or (B) with respect to each second lien Mortgage Loan, the sum of the outstanding principal balance of the first lien Mortgage Loan and the outstanding principal balance of the second lien Mortgage Loan, (iii) the amount necessary to avoid the operation of any co-insurance provisions with respect to the Mortgaged Property, or (iv) the amount necessary to fully compensate for any damage or loss to the improvements that are a part of such property on a replacement cost basis; provided that, such amount shall not exceed the amount permitted under applicable law. All such insurance policies contain a standard mortgagee clause naming the Seller or the Servicer, its successors and assigns as mortgagee and all premiums thereon have been paid. If the Mortgaged Property is in an area identified on a Flood Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration is in effect which policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates the Mortgagor thereunder to maintain all such insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Mortgagor's cost and expense and to seek reimbursement therefor from the Mortgagor;
(viii) Any and all requirements of any federal, state or local law including, without limitation, usury, truth in lending, real estate settlement procedures, predatory and abusive lending, consumer credit protection, equal credit opportunity, fair housing or disclosure laws applicable to the origination and servicing of mortgage loans of a type similar to the Mortgage Loans have been complied with;
(ix) The Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any instrument been executed that would effect any such satisfaction, cancellation, subordination, rescission or release;
(x) The Mortgage is a valid, existing and enforceable (A) first lien and first priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second lien and second priority security interest with respect to each Mortgage Loan which is indicated by the Seller to be a second lien (as reflected on the Mortgage Loan Schedule), in either case, on the Mortgaged Property, including all improvements on the Mortgaged Property subject only to (a) the lien of current real property taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording being acceptable to mortgage lending institutions generally and specifically referred to in the lender's title insurance policy delivered to the originator of the Mortgage Loan and which do not adversely affect the Appraised Value of the Mortgaged Property, (c) with respect to each Mortgage Loan which is indicated by the Seller to be a second lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien on the Mortgaged Property; and (d) other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or
marketability of the related Mortgaged Property. Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid, existing and enforceable first or second lien and first or second priority security interest (in each case, as indicated on the Mortgage Loan Schedule) the property described therein and the Seller has full right to sell and assign the same to the Purchaser;
(xi) The Mortgage Note and the related Mortgage are genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms;
(xii) All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;
(xiii) The proceeds of the Mortgage Loan have been fully disbursed to or for the account of the Mortgagor and there is no obligation for the Mortgagee to advance additional funds thereunder and any and all requirements as to completion of any on-site or off-site improvement and as to disbursements of any escrow funds therefor have been complied with. All costs, fees and expenses incurred in making or closing the Mortgage Loan and the recording of the Mortgage have been paid, and the Mortgagor is not entitled to any refund of any amounts paid or due to the Mortgagee pursuant to the Mortgage Note or Mortgage;
(xiv) All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) in compliance with any and all applicable “doing business” and licensing requirements of the laws of the state wherein the Mortgaged Property is located;
(xv) The Mortgage Loan is covered by an ALTA lender’s title insurance policy acceptable to prudent lenders in the secondary market, issued by a title insurer acceptable to FNMA and FHLMC and qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring (subject to the exceptions contained in (x)(a) and (b), and with respect to any second lien Mortgage Loan (c), above) the Seller or the Servicer, its successors and assigns as to the first or second priority lien (as indicated on the Mortgage Loan Schedule) of the Mortgage in the original principal amount of the Mortgage Loan and, with respect to any Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity or unenforceability of the lien resulting from the provisions of the Mortgage providing for adjustment in the Mortgage Interest Rate and Monthly Payment. The Seller or the Servicer is the sole insured of such lender's title insurance policy, and such lender’s title insurance policy is in full force and effect and will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. No claims have been made under such lender's title insurance policy, and no prior holder of the related Mortgage, including the Seller, has done, by act or omission, anything which would impair the coverage of such lender's title insurance policy;
(xvi) There is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event
of acceleration, and the Servicer has not waived any default, breach, violation or event of acceleration. With respect to each second lien Mortgage Loan (i) the related first lien mortgage loan is in full force and effect, (ii) there is no default, breach, violation or event of acceleration existing under such first lien mortgage or the related mortgage note, (iii) no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration thereunder, and either (A) the first lien mortgage contains a provision which allows or (B) applicable law requires, the mortgagee under the second lien Mortgage Loan to receive notice of, and affords such mortgagee an opportunity to cure any default by payment in full or otherwise under the first lien mortgage;
(xvii) There are no mechanics' or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under law could give rise to such lien) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage;
(xviii) All improvements which were considered in determining the Appraised Value of the related Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property;
(xix) The Mortgage Loan was originated by the Servicer or by a savings and loan association, a savings bank, a commercial bank or similar banking institution which is supervised and examined by a federal or state authority, or by a mortgagee approved as such by the Secretary of HUD, or by a state chartered and regulated mortgage lender or banker;
(xx) Principal payments on the Mortgage Loan commenced no more than sixty days after the proceeds of the Mortgage Loan were disbursed. The Mortgage Loan bears interest at the Mortgage Interest Rate. With respect to each Mortgage Loan (other than a Balloon Mortgage Loan), the Mortgage Note is payable on the first day of each month in Monthly Payments, which, in the case of a Fixed Rate Mortgage Loan, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate, and, in the case of an Adjustable Rate Mortgage Loan, are changed on each Adjustment Date, and in any case, are sufficient to fully amortize the original principal balance over the original term thereof and to pay interest at the related Mortgage Interest Rate. With respect to each Balloon Mortgage Loan, the Mortgage Note requires a monthly payment which is sufficient to fully amortize the original principal balance over a term longer than the original term thereof and to pay interest at the related Mortgage Interest Rate and requires a final Monthly Payment substantially greater than the preceding monthly payment which is sufficient to repay the remained unpaid principal balance of the Balloon Mortgage Loan as the Due Date of such monthly payment. The Index for each Adjustable Rate, Mortgage Loan is as defined in the related Confirmation. The Mortgage Note does not permit negative amortization. No Mortgage Loan is a Convertible Mortgage Loan;
(xxi) The origination and collection practices used by the Servicer with respect to each Mortgage Note and Mortgage have been in all respects legal, proper, prudent and customary in the mortgage origination and servicing industry. The Mortgage Loan has been serviced by the
Servicer and any predecessor servicer in accordance with the terms of the Mortgage Note. With respect to escrow deposits and Escrow Payments, if any, all such payments are in the possession of, or under the control of, the Servicer and there exist no deficiencies in connection therewith for which customary arrangements for repayment thereof have not been made. No escrow deposits or Escrow Payments or other charges or payments due the Seller or Servicer have been capitalized under any Mortgage or the related Mortgage Note and no such escrow deposits or Escrow Payments are being held by the Seller or Servicer for any work on a Mortgaged Property which has not been completed; provided that, certain Insurance Proceeds may be held by the Servicer in escrow pending the completion of repairs which are required to be made to a Mortgaged Property in connection with the payment of such Insurance Proceeds;
(xxii) The Mortgaged Property is free of damage and waste and there is no proceeding pending for the total or partial condemnation thereof;
(xxiii) The Mortgage and related Mortgage Note contain customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security provided thereby, including, (a) in the case of a Mortgage designated as a deed of trust, by trustee's sale, and (b) otherwise by judicial foreclosure. The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Mortgagor has not filed for protection under applicable bankruptcy laws. There is no homestead or other exemption available to the Mortgagor which would interfere with the right to sell the Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage. The Mortgagor has not notified the Servicer and the Servicer has no knowledge of any relief requested or allowed to the Mortgagor under the Servicemembers’ Civil Relief Act;
(xxiv) The Mortgage Loan was underwritten in accordance with the underwriting standards of Centex Home Equity Company, LLC in effect at the time the Mortgage Loan was originated; and the Mortgage Note and Mortgage are on forms acceptable to prudent lenders in the secondary market;
(xxv) The Mortgage Note is not and has not been secured by any collateral except the lien of the corresponding Mortgage on the Mortgaged Property and the security interest of any applicable security agreement or chattel mortgage referred to in (x) above;
(xxvi) The Mortgage File contains an appraisal of the related Mortgaged Property which satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or form 2055 with an interior inspection and was made and signed, prior to the approval of the Mortgage Loan application, by a qualified appraiser, duly appointed by the Servicer, who had no interest, direct or indirect in the Mortgaged Property or in any loan made on the security thereof, whose compensation is not affected by the approval or disapproval of the Mortgage Loan. Each appraisal of the Mortgage Loan was made in accordance with the relevant provisions of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989;
(xxvii) In the event the Mortgage constitutes a deed of trust, a trustee, duly qualified under applicable law to serve as such, has been properly designated and currently so serves and
is named in the Mortgage, and no fees or expenses are or will become payable by the Purchaser to the trustee under the deed of trust, except in connection with a trustee's sale after default by the Mortgagor;
(xxviii) No Mortgage Loan contains provisions pursuant to which Monthly Payments are (a) paid or partially paid with funds deposited in any separate account established by the Servicer, the Mortgagor, or anyone on behalf of the Mortgagor, (b) paid by any source other than the Mortgagor or (c) contains any other similar provisions which may constitute a “buydown” provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;
(xxix) The Mortgagor has executed a statement to the effect that the Mortgagor has received all disclosure materials required by applicable law with respect to the making of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans and rescission materials with respect to Refinanced Mortgage Loans, and such statement is and will remain in the Mortgage File;
(xxx) No Mortgage Loan was made in connection with (a) the construction or rehabilitation of a Mortgaged Property or (b) facilitating the trade-in or exchange of a Mortgaged Property;
(xxxi) The Servicer has no knowledge of any circumstances or condition with respect to the Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit standing that can reasonably be expected to cause the Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan to become delinquent, or adversely affect the value of the Mortgage Loan;
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(xxxii) |
No Mortgage Loan had an LTV or a CLTV at origination in excess of 100%; |
(xxxiii) The Mortgaged Property is lawfully occupied under applicable law; all inspections, licenses and certificates required to be made or issued with respect to all occupied portions of the Mortgaged Property and, with respect to the use and occupancy of the same, including but not limited to certificates of occupancy, have been made or obtained from the appropriate authorities;
(xxxiv) No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of any person, including without limitation the Mortgagor, any appraiser, any builder or developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;
(xxxv) The Assignment of Mortgage is in recordable form and is acceptable for recording under the laws of the jurisdiction in which the Mortgaged Property is located;
(xxxvi) Any principal advances made to the Mortgagor prior to the Cut-off Date have been consolidated with the outstanding principal amount secured by the Mortgage, and the secured principal amount, as consolidated, bears a single interest rate and single repayment term. The lien of the Mortgage securing the consolidated principal amount is expressly insured as
having first or second (as indicated on the Mortgage Loan Schedule) lien priority by a title insurance policy, an endorsement to the policy insuring the mortgagee's consolidated interest. The consolidated principal amount does not exceed the original principal amount of the Mortgage Loan;
(xxxvii) Except to the extent specified on the Mortgage Loan Schedule, no Mortgage Loan has a balloon payment feature;
(xxxviii) If the Residential Dwelling on the Mortgaged Property is a condominium unit or a unit in a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project meets the eligibility requirements of FNMA and FHLMC;
(xxxix) With respect to each Mortgage Loan, the Servicer has fully and accurately furnished complete information on the related borrower credit files to Equifax, Experian or Trans Union Credit Information Company, in accordance with the Fair Credit Reporting Act and its implementing regulations, on a monthly basis and the Servicer for each Loan will furnish, in accordance with the Fair Credit Reporting Act and its implementing regulations, accurate and complete information on its borrower credit files to Equifax, Experian, or Trans Union Credit Information Company, on a monthly basis. The Servicer shall report to all three of such firms with respect to any Mortgage Loan which is sold to FNMA or which becomes subject to a FNMA conforming tranche of any Pass-Through Transfer;
(xl) The source of the down payment with respect to each Mortgage Loan has been fully verified by the Servicer;
(xli) Interest on each Mortgage Loan is calculated on the basis of a 360-day year consisting of twelve 30-day months;
(xlii) The Servicer shall, at its own expense, cause each Mortgage Loan to be covered by a Tax Service Contract which is assignable to the Purchaser or its designee; provided however, that if the Servicer fails to purchase such Tax Service Contract, the Servicer shall be required to reimburse the Purchaser for all costs and expenses incurred by the Purchaser in connection with the purchase of any such Tax Service Contract;
(xliii) Each Mortgage Loan is covered by a Flood Zone Service Contract which is assignable to the Purchaser or its designee or, for each Mortgage Loan not covered by such Flood Zone Service Contract, the Servicer agrees to purchase such Flood Zone Service Contract;
(xliv) The Mortgaged Property is in material compliance with all applicable environmental laws pertaining to environmental hazards including, without limitation, asbestos, and neither the Servicer nor, to the Servicer’s knowledge, the related Mortgagor, has received any notice of any violation or potential violation of such law;
(xlv) No Mortgage Loan is (a) subject to the provisions of the Homeownership and Equity Protection Act of 1994 as amended (“HOEPA”), (b) a “high cost home”, “covered”
(excluding home loans defined as “covered home loans” pursuant to clause (1) of the definition of that term in the New Jersey Home Ownership Security Act), “high risk home”, or “predatory” loan under any other applicable state, federal, or local law, (c) a similarly classified loan using different terminology under a law imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees, or (d) a High Cost Loan or Covered Loan, as applicable (as such terms are defined in the current Standard & Poor’s LEVELS® Glossary Revised, Appendix E, (excluding home loans defined as “covered home loans” pursuant to clause (1) of the definition of that term in the New Jersey Home Ownership Security Act and “home loans” subject to the City of Los Angeles California Ordinance 175008));
(xlvi) No predatory, abusive, or deceptive lending practices, including but not limited to, the extension of credit to a mortgagor without regard for the mortgagor’s ability to repay the Mortgage Loan and the extension of credit to a mortgagor which has no apparent benefit to the mortgagor, were employed in connection with the origination of the Mortgage Loan;
(xlv) The debt-to-income ratio of the related Mortgagor was not greater than 60% at the origination of the related Mortgage Loan;
(xlvi) No Mortgagor was required to purchase any credit life, disability, accident or health insurance product as a condition of obtaining the extension of credit. No Mortgagor obtained a prepaid single premium credit life, disability, accident or health insurance policy in connection with the origination of the Mortgage Loan. No proceeds from any Mortgage Loan were used to purchase single premium credit insurance policies as part of the origination of, or as a condition to closing, such Mortgage Loan;
(xlvii) The Mortgage contains an enforceable provision for the acceleration of the payment of the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder;
(xlviii) The Mortgage Loan complies with all applicable consumer credit statutes and regulations, including, without limitation, the respective Uniform Consumer Credit Code laws in effect in Colorado, Idaho, Indiana, Iowa, Kansas, Maine, Oklahoma, South Carolina, Utah and Wyoming, has been originated by a properly licensed entity, and in all other respects, complies with all of the material requirements of any such applicable laws;
(xlix) The information set forth in the Prepayment Charge Schedule is complete, true and correct in all material respects and each Prepayment Charge is permissible, enforceable and collectable under applicable federal and state law;
(l) The Mortgage Loan was not prepaid in full prior to the Closing Date and the Servicer has not received notification from a Mortgagor that a prepayment in full shall be made after the Closing Date;
(li) No Mortgage Loan is secured by cooperative housing, commercial property or mixed use property;
(lii) As of the related Closing Date, each Mortgage Loan is eligible for sale in the secondary market or for inclusion in a Pass-Through Transfer without unreasonable credit enhancement;
(liii) All points, fees and charges related to each Mortgage Loan (whether or not financed, assessed, collected or to be collected in connection with the origination and servicing of each Mortgage Loan) were disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation;
(liv) Except as set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans are subject to a prepayment penalty. For any Mortgage Loan originated prior to October 1, 2002 that is subject to a prepayment penalty, such prepayment penalty does not extend beyond five years after the date of origination. Notwithstanding any state or federal law to the contrary, the Servicer shall not impose such prepayment premium in any instance when the mortgage debt is accelerated as the result of the Mortgagor's default in making the loan payments;
(lv) The Servicer has complied with all applicable anti-money laundering laws and regulations, including without limitation the USA Patriot Act of 2001 (collectively, the "Anti-Money Laundering Laws"); the Servicer has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with the origination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws, including with respect to the legitimacy of the applicable Mortgagor and the origin of the assets used by the said Mortgagor to purchase the property in question, and maintains, and will maintain, sufficient information to identify the applicable Mortgagor for purposes of the Anti-Money Laundering Laws. No Mortgage Loan is subject to nullification pursuant to Executive Order 13224 (the “Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control of the United States Department of the Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the OFAC Regulations, and no Mortgagor is subject to the provisions of such Executive Order or the OFAC Regulations nor listed as a “blocked person” for purposes of the OFAC Regulations;
(lvi) No Mortgage Loan is secured by real property or secured by a manufactured home located in the state of Georgia unless (x) such Mortgage Loan was originated prior to October 1, 2002 or after March 6, 2003, or (y) the property securing the Mortgage Loan is not, nor will be, occupied by the Mortgagor as the Mortgagor’s principal dwelling. No Mortgage Loan is a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”). Each Mortgage Loan that is a “Home Loan” under the Georgia Act complies with all applicable provisions of the Georgia Act. No Mortgage Loan subject to the Georgia Act and secured by owner occupied real property or an owner occupied manufactured home located in the State of Georgia was originated (or modified) on or after October 1, 2002 through and including March 6, 2003;
(lvii) The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective principles which relate the Mortgagor's income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the Mortgagor's equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;
(lviii) With respect to any Mortgage Loan which is secured by manufactured housing, such Mortgage Loan satisfies the requirements for inclusion in residential mortgage backed securities transactions rated by Standard & Poor's Ratings Services;
(lix) No Mortgage Loan (a) is secured by property located in the State of New York; (b) had an unpaid principal balance at origination of $300,000 or less, and (c) has an application date on or after April 1, 2003, the terms of which Mortgage Loan equal or exceed either the APR or the points and fees threshold for “high-cost home loans”, as defined in Section 6-1 of the New York State Banking Law;
(lx) No Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law Section 6-1, effective as of April 1, 2003;
(lxi) No Mortgage Loan is a "High Cost Home Loan" as defined in the Arkansas Home Loan Protection Act effective July 16, 2003 (Act 1340 or 2003);
(lxii) No Mortgage Loan is a "High Cost Home Loan" as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100);
(lxiii) No Mortgage Loan secured by property located in the State of Nevada is a "home loan" as defined in the Nevada Assembly Xxxx No. 284;
(lxiv) No Mortgage Loan is a “manufactured housing loan” or “home improvement home loan” pursuant to the New Jersey Home Ownership Act. No Mortgage Loan is a "High-Cost Home Loan" or a refinanced “Covered Home Loan,” in each case, as defined in the New Jersey Home Ownership Act effective November 27, 2003 (N.J.S.A. 46;10B-22 et seq.);
(lxv) Each Mortgage Loan constitutes a "qualified mortgage" under Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1);
(lxvi) No Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership and Equity protection Act;
(lxvii) No Mortgage Loan is a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004 (N.M. Stat. Xxx. §§ 58-21A-1 et seq.);
(lxviii) No Mortgage Loan is a "High-Risk Home Loan" as defined in the Illinois High-Risk Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et seq.);
(lxix) No Mortgage Loan originated in the City of Oakland is subject to the City of Oakland, California Ordinance 12361 as a “home loan”
(lxx) No Mortgage Loan is a “High-Cost Home Loan” as defined under the Maine House Xxxx 383 X.X. 494, effective as of September 13, 2003;
(lxxi) With respect to each Mortgage Loan, (i) if the related first lien provides for negative amortization, the CLTV was calculated at the maximum principal balance of such first lien that could result upon application of such negative amortization feature, and (ii) either no consent for the Mortgage Loan is required by the holder of the first lien or such consent has been obtained and is contained in the Mortgage File;
(lxxii) The Mortgage Loans were not selected from the outstanding adjustable rate one to four-family mortgage loans in the Seller’s portfolio at the related Closing Date as to which the representations and warranties set forth in this Agreement could be made in a manner so as to affect adversely the interests of the Purchaser; and
(lxxiii) No Mortgage Loan secured by a Mortgaged Property located in the Commonwealth of Massachusetts was made to pay off or refinance an existing loan or other debt of the related borrower (as the term “borrower” is defined in the regulations promulgated by the Massachusetts Secretary of State in connection with Massachusetts House Xxxx 4880 (2004)) unless either (1) (a) the related Mortgage Interest Rate (that would be effective once the introductory rate expires, with respect to Adjustable Rate Mortgage Loans) did or would not exceed by more than 2.25%, with respect to first lien loans (or 2.50% with respect to any Mortgage Loan for which an application was taken on or after January 14, 2005), or 3.50%, with respect to second lien loans, the yield on United States Treasury securities having comparable periods of maturity to the maturity of the related Mortgage Loan as of the fifteenth day of the month immediately preceding the month in which the application for the extension of credit was received by the related lender or (b) the Mortgage Loan is an “open-end home loan” (as such term is used in the Massachusetts House Xxxx 4880 (2004)) and the related Mortgage Note provides that the related Mortgage Interest Rate may not exceed at any time the Prime rate index as published in The Wall Street Journal plus a margin of one percent, or (2) such Mortgage Loan is in the "borrower's interest," as documented by a "borrower's interest worksheet" for the particular Mortgage Loan, which worksheet incorporates the factors set forth in Massachusetts House Xxxx 4880 (2004) and the regulations promulgated thereunder for determining "borrower's interest," and otherwise complies in all material respects with the laws of the Commonwealth of Massachusetts;
(lxxiv) With respect to any Loan for which a mortgage loan application was submitted by the Mortgagor after April 1, 2004, no such Loan secured by Mortgaged Property in the State of Illinois which has a Loan Interest Rate in excess of 8.0% per annum has lender-imposed fees (or other charges) in excess of 3.0% of the original principal balance of the Loan; and
(lxxv) The Mortgagee has not made or caused to be made any payment in the nature of an “average” or “yield spread premium” to a mortgage broker or a like Person which has not been fully disclosed to the Mortgagor.
EXHIBIT D
MORTGAGE LOAN SCHEDULE
Loan Number City State Zip Occupancy Property Type IO Term ------------------ ------------------- ------- ------- ---------- ----------------- ------- 148902757 N XXX XXXXX XX 00000 Primary PUD 0 148903494 XXXXXXXX XX 00000 Primary PUD 0 148903544 XXXXXXXX XX 00000 Primary Single Family 60 148903593 XXX XXXXXX XX 00000 Primary Single Family 0 148903683 XXXXXX XX 00000 Primary PUD 60 148903848 XXXXXX XX 00000 Primary PUD 0 148903879 XXXXXXX XX 00000 Primary Single Family 0 148903910 XXXXXXXX XX 00000 Primary PUD 60 148903977 XXXXXXXXX XX 00000 Primary PUD 0 148904068 XXXXXXXXX XX 00000 Primary PUD 0 148904107 XXXXXXXXX XX 00000 Primary Single Family 60 148904181 XXXX XXXXXXXX XX 00000 Primary PUD 60 148904192 XXXXXXXX XX 00000 Primary PUD 60 148904196 XXXXXXXXXX XX 00000 Primary PUD 60 148904235 XXXX XXXXXXXX XX 00000 Primary PUD 60 148904239 XXXXXXXXX XX 00000 Primary PUD 60 148904291 XXXXXXXXX XX 00000 Primary PUD 60 148904442 XXXX XXXXXXXX XX 00000 Primary PUD 60 148904451 XXXXXXXXXX XX 00000 Primary PUD 0 148904499 XXXXXXXXX XXXXXXX XX 00000 Primary PUD 0 148904533 XXXX XXXXX XX 00000 Primary PUD 0 148904537 XXXXXX XX 00000 Primary PUD 0 148904540 XXXXXX XX 00000 Primary Townhouse 60 148904543 XXXXXXXX XXXXXXX XX 00000 Primary Single Family 0 148904664 XXXXXXXXX XX 00000 Primary Single Family 60 148904698 XXXXXXXX XX 00000 Primary PUD 60 148904705 XXXXXXXXX XX 00000 Primary PUD 60 148904761 XXXXXXXXX XX 00000 Primary PUD 60 148904781 XXXXXX XX 00000 Primary Single Family 60 148904799 XXXXXX XX 00000 Primary PUD 0 148904810 XXXXXXXXXXXXXXX XX 00000 Primary Condominium 0 148904845 XXXX XX 00000 Primary PUD 60 148904859 XXXXXX XXXX XX 00000 Primary Single Family 0 148904867 XXXXXXXXXXX XX 00000 Primary PUD 60 148904868 XXX XXXXXX XX 00000 Primary Single Family 0 148904880 XXXXXXXXXX XX 00000 Primary PUD 0 148904888 XXXXXXX XX 00000 Primary PUD 0 148904894 XXXXXX XX 00000 Primary Townhouse 0 148904949 XXXXXX XX 00000 Primary PUD 0 148904955 XXXXXX XXXX XX 00000 Primary PUD 60 148904957 XXXXXXX XX 00000 Primary Townhouse 60 148904964 XXXXXXXXXX XX 00000 Primary Townhouse 60 148904975 XXXXXX XX 00000 Primary PUD 0 148904992 XXXXXXXXXX XX 00000 Primary Condominium 0 148904999 XXXXXXXX XX 00000 Primary PUD 60 148905006 XXXXXX XX 00000 Primary Condominium 60 148905009 XXXXXXXX XX 00000 Primary Single Family 60 148905019 XXXX XXXXX XX 00000 Primary PUD 0 148905020 PALM XXXXX XXXXXXX XX 00000 Second Home Condominium 0 148905021 XXXXXX XXX XX 00000 Primary PUD 0 148905023 XXXXXX XX 00000 Primary PUD 60 148905027 XXXXXXXXXX XX 00000 Primary PUD 60 148905028 XXXXXXXX XX 00000 Primary PUD 0 148905031 XXXXXXXXX XX 00000 Primary Condominium 0 148905037 XXXXXXXX XX 00000 Primary Single Family 0 148905038 XXXXXXXXX XX 00000 Primary Single Family 60 148905042 XXXXXXXXXXXXXXX XX 00000 Primary Condominium 0 148905044 XXXXXXXX XX 00000 Primary PUD 0 148905045 X'XXXXXX XX 00000 Primary PUD 60 148905048 XXXXXXXXXXX XX 00000 Primary PUD 0 148905052 XX XXXXX XX 00000 Primary Single Family 0 148905053 XXXXXXX XX 00000 Primary Townhouse 60 148905055 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905060 XXXXXXXX XX 00000 Primary Condominium 60 148905061 XXXXXXXXXXXX XX 00000 Primary PUD 0 148905062 XXXXXXXXX XX 00000 Primary Single Family 0 148905064 XXXXXXX XX 00000 Primary PUD 60 148905066 XXXXXX XX 00000 Primary Townhouse 0 148905067 XXXX XXXXX XX 00000 Primary PUD 0 148905069 XXXXXX XXX XX 00000 Primary PUD 0 148905070 XXXXXX XX 00000 Primary Townhouse 0 148905071 XXXXXXXX XX 00000 Primary PUD 0 148905073 XXXXXXXXXX XX 00000 Primary Townhouse 0 148905074 XXXXXXX XX 00000 Primary PUD 0 148905076 XXXXXXXXX XX 00000 Primary PUD 0 148905077 XXXXXX XX 00000 Primary PUD 0 148905078 XXXXXXX XX 00000 Primary Single Family 0 148905083 XXXXXXXXXXXX XX 00000 Primary Condominium 0 148905085 XXX XXXXXXX XX 00000 Primary Single Family 0 148905088 XXXXXXXXX XX 00000 Primary Single Family 60 148905089 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905092 XXXXXXXX XX 00000 Primary Condominium 60 148905093 XXXXXXXXXXXXXXX XX 00000 Primary Condominium 0 148905095 XXXXXXX XX 00000 Primary Single Family 0 148905100 XXXXXXX XX 00000 Primary Condominium 0 148905102 XXXXXXXX XX 00000 Primary PUD 0 148905106 XXX XXXXX XX 00000 Primary Condominium 60 148905108 XXXXX XX 00000 Primary Townhouse 0 148905111 XXXXXXX XX 00000 Primary PUD 0 148905113 XXXXXXXXXXXXXXX XX 00000 Primary Condominium 60 148905114 XXXXXXXX XX 00000 Primary Single Family 60 148905116 XXXXXXXXX XX 00000 Primary PUD 0 148905117 XXXXXXX XX 00000 Primary Townhouse 0 148905122 XXXXXXXXX XX 00000 Primary PUD 60 148905124 XXXXXXXX XX 00000 Primary PUD 0 148905125 XXX XXXXXXX XX 00000 Primary Single Family 0 148905126 XXXXXXXXXX XX 00000 Primary PUD 60 148905127 XXXXXX XX 00000 Primary PUD 0 148905128 XXXXXXX XX 00000 Primary Single Family 0 148905129 XXXXXXXXXX XX 00000 Primary Condominium 0 148905131 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905135 XXXXXX XX 00000 Primary PUD 0 148905140 XXX XXXXX XX 00000 Primary Condominium 0 148905141 XXXXXXXXX XX 00000 Primary PUD 0 148905142 PALM XXXXX XXXXXXX XX 00000 Primary Townhouse 60 148905147 XXXXXX XX 00000 Primary Townhouse 0 148905148 XXXXXX XX 00000 Primary PUD 0 148905149 XXXXXX XX 00000 Primary PUD 0 148905153 XXXXXXX XX 00000 Primary PUD 60 148905154 XXXXX XX 00000 Second Home PUD 0 148905155 XXXXXXXX XX 00000 Primary PUD 60 148905156 XXXX XXXXXXXX XX 00000 Primary PUD 60 148905158 XXXXXXXXXXXX XX 00000 Primary PUD 60 148905159 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905160 XXXX XXXXX XX 00000 Primary PUD 0 148905161 XXXXXXXX XX 00000 Primary PUD 0 148905163 XXXXXXXX XX 00000 Primary Single Family 0 148905166 XXXXXXX XX 00000 Primary Single Family 0 148905167 XXXXXXXXX XX 00000 Primary PUD 0 148905168 XXXXXXXX XX 00000 Primary Condominium 0 148905171 XXXXXXXXXXX XX 00000 Primary PUD 0 148905176 XXXXXXXXXXXXXXX XX 00000 Primary Condominium 0 148905177 XXXXX XXXXX XX 00000 Primary PUD 60 148905178 XXXXXXXXXXXX XX 00000 Primary PUD 0 148905179 XXXXXXXXX XX 00000 Primary PUD 60 148905180 XXXXXXXX XX 00000 Primary PUD 0 148905181 XXXXXX XX 00000 Primary PUD 0 148905183 XXXXXXXXX XX 00000 Primary PUD 0 148905184 XXXXXXXX XX 00000 Primary Single Family 60 148905185 XXXXXXXX XX 00000 Primary PUD 0 148905186 XXXXXXXX XX 00000 Primary Single Family 0 148905188 XXXXXXXXXXXX XX 00000 Primary PUD 0 148905189 XXXX XXXXXXXX XX 00000 Primary PUD 0 148905191 XXXX XXXXX XX 00000 Primary PUD 0 148905194 XXXXXXXX XX 00000 Primary Condominium 0 148905196 XXXXXXXXX XX 00000 Primary PUD 60 148905197 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905199 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905201 XXXXXXXXX XX 00000 Primary PUD 0 148905207 XXXXXX XX 00000 Primary PUD 0 148905209 XXXXX XX 00000 Primary PUD 0 148905214 XXXXXXXXXXX XX 00000 Primary PUD 0 148905216 XXXXXXX XX 00000 Primary Condominium 0 148905217 XXXXXXXXX XX 00000 Primary PUD 0 148905224 XXXXXXXX XX 00000 Primary PUD 0 148905225 FT XXXXX XX 00000 Primary Single Family 0 148905226 XXXXXXXX XX 00000 Primary PUD 0 148905227 XXXXXX XX 00000 Primary PUD 0 148905228 XXXXXXXXX XX 00000 Primary PUD 0 148905230 XXXXXXXX XX 00000 Primary PUD 0 148905231 XXXXXXXXX XX 00000 Primary PUD 0 148905233 XXXXXXXXXX XX 00000 Primary Condominium 0 148905237 XXXXXX XX 00000 Primary Townhouse 0 148905238 XXXXXXXX XX 00000 Primary Single Family 0 148905239 XXXXXX XX 00000 Primary PUD 60 148905240 XXXXX XXXXX XX 00000 Primary PUD 0 148905242 XXXXXXXX XX 00000 Primary Condominium 60 148905244 XXXXXXXX XX 00000 Primary Condominium 0 148905255 XXXXXXXXX XXXXXXX XX 00000 Primary PUD 60 148905257 XXX XXXXX XX 00000 Primary Condominium 60 148905259 XXXXXXX XXXX XX 00000 Primary PUD 60 148905260 XXXX XXXXX XX 00000 Primary PUD 0 148905262 XXXXXXXX XX 00000 Primary PUD 60 148905265 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905267 XXXXXXXXX XX 00000 Primary Single Family 0 148905269 XXXXXX XX 00000 Primary Condominium 60 148905272 XXXXXXXXX XXXXXXX XX 00000 Primary PUD 0 148905273 XXXXXXXX XX 00000 Primary PUD 0 148905274 XXXXXXXX XX 00000 Primary PUD 0 148905285 XXXXXX XX 00000 Primary PUD 0 148905287 XXXXXXXXX XX 00000 Primary PUD 0 148905289 XXXXXXXX XX 00000 Primary PUD 0 148905291 XXXXXXXXXX XX 00000 Primary Condominium 0 148905292 XXXXX XXXXXXX XX 00000 Investor PUD 0 148905293 XXXXXXXXX XX 00000 Primary PUD 0 148905294 XXXXXX XX 00000 Primary PUD 0 148905295 XXXXXXXXX XX 00000 Primary Single Family 0 148905300 XXXXXXXX XX 00000 Primary Condominium 60 148905304 XXXXXXX XX 00000 Primary PUD 0 148905305 XXXX XXXXX XX 00000 Primary PUD 0 148905306 XXXXXXX XXXX XX 00000 Primary PUD 0 148905307 XXXXXX XXXX XX 00000 Primary Single Family 0 148905309 XXXXXXXXX XX 00000 Primary PUD 60 148905310 XXXXXXXXXX XX 00000 Primary PUD 0 148905314 XXXXX XXXXX XX 00000 Primary PUD 60 148905317 XXXXXXX XX 00000 Primary PUD 0 148905319 XXXXX XXXXX XX 00000 Primary PUD 0 148905320 XXXXXXXX XX 00000 Primary Condominium 0 148905321 XXXXXXXXX XX 00000 Primary PUD 60 148905324 XXXXX XXXXX XX 00000 Primary PUD 0 148905328 XXXXXXXX XX 00000 Primary PUD 0 148905330 XXXXXXX XX 00000 Primary Condominium 0 148905331 XXXXXXXXXXX XX 00000 Primary PUD 0 148905332 XXXXXXXX XX 00000 Primary PUD 0 148905335 XXXXXXXXXXX XX 00000 Primary PUD 60 148905339 XXXXXXXXXX XX 00000 Primary PUD 60 148905340 XXXXXXXX XX 00000 Primary PUD 0 148905343 XXXX XXXXX XX 00000 Primary PUD 0 148905348 XXXXXXXXXXX XX 00000 Primary Condominium 0 148905352 XXXXXXXX XX 00000 Primary PUD 60 148905355 XX XXXXX XX 00000 Primary PUD 0 148905357 XXXXX XXXXX XX 00000 Primary PUD 0 148905358 XXXXXXXXX XX 00000 Primary PUD 0 148905361 XXXXXXXXX XX 00000 Primary PUD 60 148905362 XXXXXXXXXXXX XX 00000 Primary PUD 0 148905364 XXXXX XX 00000 Primary PUD 0 148905365 XXXXX XXXXX XX 00000 Primary Condominium 60 148905366 XXXXX XX 00000 Primary PUD 0 148905368 XXXXXXXX XX 00000 Primary Condominium 0 148905375 XXXXX XX 00000 Primary Townhouse 60 148905376 XXXXXXXX XX 00000 Primary Condominium 0 148905377 XXXXXX XX 00000 Primary PUD 0 148905379 XXXXXXXX XX 00000 Primary PUD 0 148905387 XXXXXXX XXXX XX 00000 Primary PUD 60 148905389 XXXXXXXXX XX 00000 Primary PUD 0 148905391 XXXX XXXXX XX 00000 Primary PUD 0 148905398 XXXXXXXXXXX XX 00000 Primary PUD 0 148905401 XXXXXXXX XX 00000 Primary Condominium 0 148905404 XXXXXXXXX XX 00000 Primary PUD 0 148905405 XXXXXXX XX 00000 Primary Single Family 0 148905406 XXXXXXXXX XX 00000 Primary PUD 0 148905407 XXXXXXX XX 00000 Primary PUD 0 148905414 XXXX XXXXX XX 00000 Primary PUD 0 148905416 XXXXXXXXX XX 00000 Primary PUD 0 148905417 XXXXXXXXXXX XX 00000 Primary Single Family 0 148905420 XXXXX XXXXX XX 00000 Primary Condominium 0 148905424 XXXXXXX XX 00000 Primary Single Family 0 148905429 XXXXXXXX XX 00000 Primary PUD 60 148905433 XXXX XXXXX XX 00000 Primary PUD 0 148905437 XXXXX XX 00000 Primary PUD 0 148905438 XXXXXXX XX 00000 Primary PUD 0 148905449 XXXXX XXXXX XX 00000 Primary PUD 0 148905451 XXXXXXXX XX 00000 Primary PUD 0 148905452 XXXXXX XX 00000 Primary PUD 0 148905453 XXXXXXXX XX 00000 Primary Single Family 0 148905458 XXXXXX XX 00000 Primary PUD 0 148905465 XXXXXX XX 00000 Primary PUD 0 148905469 XXXX XXXXX XX 00000 Primary PUD 0 148905472 XX XXXXXXX XX 00000 Primary Townhouse 60 148905474 XXXX XXXXX XX 00000 Primary PUD 0 148905475 XXXXXXX XX 00000 Primary Condominium 60 148905479 XXXX XXXXX XX 00000 Primary PUD 0 148905488 XXXXXXXXX XX 00000 Primary PUD 0 148905489 XXXXXXX XX 00000 Primary Condominium 60 148905490 XXXXXXXXXXXX XX 00000 Primary PUD 60 148905492 XXXX XX XXXXX XX 00000 Primary PUD 60 148905493 XXXXXX XX 00000 Primary Condominium 60 148905496 XXXXXXXXX XX 00000 Primary PUD 60 148905500 ST XXXXXXX XX 00000 Primary Townhouse 0 148905501 XXXXXXXXX XX 00000 Primary PUD 0 148905503 XXXX XXXXX XX 00000 Primary PUD 0 148905504 XXXXXXXXX XX 00000 Primary PUD 0 148905506 XXXXXXXXX XX 00000 Primary PUD 60 148905511 XXX XXXXXXX XX 00000 Primary PUD 0 148905515 XXXXX XXXXX XX 00000 Primary Condominium 0 148905516 XXXXXXXXX XX 00000 Primary PUD 0 148905517 XXXXXXX XX 00000 Primary Townhouse 60 148905518 XXXXXX XXX XX 00000 Primary PUD 0 148905521 XXXXXXXX XX 00000 Primary Single Family 0 148905523 XXXXXXXXX XX 00000 Primary PUD 0 148905525 XXXX XX XXXXX XX 00000 Primary PUD 0 148905527 XXXXXXXXX XX 00000 Primary PUD 0 148905530 XXXXXXXX XX 00000 Primary Condominium 60 148905531 XXXXX XX 00000 Primary PUD 0 148905538 XXXXX XXXX XXXX XX 00000 Primary Condominium 60 148905540 XXXXXX XX 00000 Primary PUD 60 148905541 XXXXXXXX XX 00000 Primary PUD 60 148905547 XXXXXXXX XX 00000 Primary PUD 0 148905548 XXXX XXXXX XX 00000 Primary PUD 0 148905550 XXXX XX 00000 Primary PUD 0 148905552 XXXXXXXX XX 00000 Primary Single Family 0 148905561 XXXXXXX XX 00000 Primary PUD 0 148905563 XXXXXXXX XX 00000 Primary Single Family 0 148905568 XXXXXX XXXXX XX 00000 Primary Single Family 0 148905571 XXXXXXXXX XX 00000 Primary PUD 60 148905591 XXXXXXXXX XX 00000 Primary Single Family 60 148905596 XXXXX XXXXXXX XX 00000 Primary PUD 0 148905598 XXXXXXXX XX 00000 Primary Condominium 60 148905599 XXXXXX XX 00000 Primary PUD 60 148905602 XXXXXXXX XX 00000 Primary PUD 60 148905605 XXXXX XX 00000 Primary PUD 0 148905609 XXXXXX XX 00000 Primary PUD 60 148905610 XXXXXX XX 00000 Primary PUD 60 148905613 ST XXXX XXXX XX 00000 Primary Condominium 60 148905623 XXXXXXXX XX 00000 Primary Condominium 60 148905629 XXXXXX XX 00000 Primary PUD 0 148905640 XXXXXXX XX 00000 Primary Condominium 60 148905641 CANAL XXXXXXXXXX XX 00000 Primary Single Family 60 148905642 XXXXXX XX 00000 Primary PUD 0 148905645 XXXXXXXXXX XX 00000 Primary PUD 60 148905651 PALM XXXXX XXXXXXX XX 00000 Primary Condominium 60 148905652 XXXXXX XX 00000 Primary PUD 0 148905654 XXXXXXXXX XX 00000 Primary Single Family 0 148905656 XXXX XXXXX XX 00000 Primary PUD 0 148905659 XXXXX XX 00000 Primary PUD 60 148905666 XXXXXX XXXXX XX 00000 Primary Condominium 60 148905669 XXXXXXXX XX 00000 Primary PUD 0 148905678 XXXXXXXXX XX 00000 Primary Condominium 60 148905685 XXXXXX XX 00000 Primary PUD 0 148905695 XXXX XXXXX XX 00000 Primary PUD 0 148905713 XXXXXXXX XX 00000 Primary Condominium 60 148905715 INVER XXXXX XXXXXXX XX 00000 Primary Condominium 60 148905719 XXXXXXX XX 00000 Primary PUD 0 148905720 XXXXXXXXX XX 00000 Primary Condominium 60 148905723 XXXXXXX XX 00000 Primary Condominium 0 148905733 XXXX XXXXX XX 00000 Primary PUD 0 148905737 XXXXX XX 00000 Primary PUD 0 148905739 XXXXXXXX XX 00000 Primary PUD 0 148905745 XXXXXXXXXXXX XX 00000 Primary PUD 0 148905767 XXXX XXXXX XX 00000 Primary PUD 0 148905772 XXXXXX XX 00000 Primary Condominium 60 148905783 XXXXXX XX 00000 Primary PUD 0 148905851 XXXXXX XX 00000 Primary PUD 0 148905862 XXXXXXXXXX XX 00000 Primary PUD 0 148905863 XXXXXXXX XX 00000 Primary PUD 0 148905875 XXXXXXXXX XX 00000 Primary PUD 0 148905883 XXXXXXXX XX 00000 Primary Condominium 0 148905901 XXXXXXXX XX 00000 Primary PUD 0 148905921 XXXXXXX XX 00000 Primary Condominium 0 186300001 XXXX XX 00000 Primary Single Family 60 186300003 XXXXXXXX XX 00000 Primary PUD 60 186300008 XXXXXXXX XX 00000 Primary PUD 60 186300011 XXXXXXXX XX 00000 Primary PUD 60 186300019 XXXXXX XX 00000 Primary Single Family 60 186300024 XXXXXXXX XX 00000 Primary Single Family 60 186300031 XXXXXXXXX XX 00000 Primary PUD 60 186300038 XXXXXXX XX 00000 Primary Single Family 0 186300039 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300042 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300047 XXXXXXXXX XX 00000 Primary PUD 60 186300048 XXXXXXXX XX 00000 Primary Single Family 0 186300051 XXXXXXXX XX 00000 Primary PUD 0 186300055 XXXXXXXX XX 00000 Primary Single Family 60 186300057 N XXX XXXXX XX 00000 Primary PUD 60 186300064 XXXXXXX XX 00000 Primary Single Family 0 186300065 XXXX XX 00000 Primary PUD 0 186300067 XXXX XX 00000 Primary Single Family 60 186300069 XXXXXX XX 00000 Primary Single Family 60 186300071 XXXXXXXX XX 00000 Primary Single Family 60 186300074 XXXXXXXX XX 00000 Primary PUD 0 186300075 XXXXXXX XX 00000 Primary Single Family 0 186300076 XXX XXXXX XX 00000 Primary PUD 60 186300079 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300080 N XXX XXXXX XX 00000 Primary PUD 0 186300086 XXXXXXX XX 00000 Primary Single Family 0 186300087 XXXXXXXX XX 00000 Primary PUD 60 186300088 XXXXXXXX XX 00000 Primary PUD 60 186300092 XXXXXXXXX XX 00000 Primary PUD 0 186300093 XXXXXXXX XX 00000 Primary Single Family 0 186300096 XXXXX XXX XXXXX XX 00000 Primary PUD 60 186300099 XXXXXXXX XX 00000 Primary Single Family 0 186300101 XXXXXXXXX XX 00000 Primary PUD 0 186300105 NORTH XXX XXXXX XX 00000 Primary PUD 0 186300107 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300108 XXXXXXXX XX 00000 Primary PUD 0 186300109 XXXXXXXX XX 00000 Primary PUD 0 186300111 XXXXXXXX XX 00000 Primary Single Family 0 186300113 XXX XXXXX XX 00000 Primary PUD 0 186300114 XXXXXXXX XX 00000 Primary PUD 60 186300115 XXXXXXXX XX 00000 Primary PUD 0 186300116 EL XXXXXX XXXXX XX 00000 Primary PUD 60 186300119 XXXX XXXXXX XX 00000 Primary Single Family 60 186300120 XXXXXXXX XX 00000 Primary Single Family 60 186300121 XXXXXX XX 00000 Primary Single Family 60 186300122 XXXXXXX XX 00000 Primary Single Family 60 186300124 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300126 XXXXXXXX XX 00000 Primary PUD 60 186300128 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300129 XXXXXXX XX 00000 Primary Single Family 60 186300137 XXX XXXXX XX 00000 Primary Single Family 60 186300139 XXXXXXXX XX 00000 Primary Single Family 60 186300140 XXXXXXXX XX 00000 Primary Single Family 0 186300142 N XXX XXXXX XX 00000 Primary PUD 0 186300146 XXXX XXXXXX XX 00000 Primary Single Family 0 186300148 XXXXXXX XX 00000 Primary Single Family 0 186300150 XXXXXXXX XX 00000 Primary Single Family 0 186300157 XXXXXXX XX 00000 Primary PUD 0 186300159 XXXX XX 00000 Primary PUD 60 186300160 XXXXXXXX XX 00000 Primary Single Family 60 186300161 XXXXXX XX 00000 Primary PUD 60 186300163 XXXXXXXXX XX 00000 Primary PUD 60 186300164 XXX XXXXX XX 00000 Primary Single Family 60 186300167 XXXXXXXXX XX 00000 Primary PUD 60 186300168 XXXXXXXXX XX 00000 Primary PUD 60 186300175 XXX XXXXX XX 00000 Primary Single Family 0 186300182 XXXXXXXXX XX 00000 Primary PUD 0 186300184 XXXXXXXX XX 00000 Primary PUD 60 186300186 XXXXXXXXX XX 00000 Primary PUD 0 186300190 XXXXXXXX XX 00000 Primary Single Family 60 186300191 N XXX XXXXX XX 00000 Primary PUD 60 186300192 XXX XXXXX XX 00000 Primary Single Family 0 186300193 XXXXX XXXXX XX 00000 Primary PUD 0 186300195 XXXXXXXX XX 00000 Primary PUD 0 186300196 NORTH XXX XXXXX XX 00000 Primary PUD 60 186300197 XXXXXXXXX XX 00000 Primary PUD 0 186300200 XXX XXXXXX XX 00000 Primary Single Family 0 186300203 XXXX XX 00000 Primary PUD 0 186300206 XXXXXXXX XX 00000 Primary Single Family 60 186300208 XXXXXXXXX XX 00000 Primary Single Family 60 186300213 XXXXXXXX XX 00000 Primary PUD 0 186300214 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300215 XXXXXXXX XX 00000 Primary Single Family 0 186300216 XXX XXXXX XX 00000 Primary Single Family 60 186300223 XXXXXXXX XX 00000 Primary Single Family 0 186300225 XXXX XXXXXXXX XX 00000 Primary PUD 60 186300226 XXX XXXXXX XX 00000 Primary Single Family 0 186300234 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300235 XXXXXXX XX 00000 Primary Single Family 0 186300236 XXXXXXX XX 00000 Primary Single Family 0 186300247 XXXXXXXX XX 00000 Primary Single Family 0 186300253 XXXX XX 00000 Primary Single Family 60 186300255 XXXXXXXX XX 00000 Primary Single Family 0 186300256 XXXXXXXXX XX 00000 Primary PUD 0 186300261 XXXXXXXX XX 00000 Primary Single Family 60 186300262 XXXXXXXX XX 00000 Primary Single Family 60 186300263 XXXXXXXX XX 00000 Primary PUD 60 186300264 XXXX XX 00000 Primary PUD 60 186300265 XXXXXXX XX 00000 Primary Single Family 60 186300266 XXXXXXX XX 00000 Primary PUD 0 186300267 XXXXXX XX 00000 Primary Single Family 60 186300269 XXXX XX 00000 Primary PUD 0 186300273 XXXXX XXXXXXXX XX 00000 Primary PUD 60 186300276 XXXXXX XX 00000 Primary Single Family 0 186300278 XXXXXXX XX 00000 Primary Single Family 0 186300279 XXX XXXXX XX 00000 Primary Single Family 0 186300280 XXXXXXXX XX 00000 Primary PUD 60 186300281 XXXXXX XX 00000 Primary Single Family 60 186300283 XXXXXXXX XX 00000 Primary Single Family 0 186300284 XXXXXXX XX 00000 Primary Single Family 0 186300287 XXXXXXXXX XX 00000 Primary PUD 60 186300294 XXX XXXXX XX 00000 Primary PUD 60 186300295 XXXXXX XX 00000 Primary Single Family 0 186300296 XXXXXXXX XX 00000 Primary PUD 60 186300299 XXX XXXXX XX 00000 Primary Single Family 60 186300302 XXXXXX XX 00000 Primary Single Family 60 186300303 XXXXXXXXXXX XX 00000 Primary Single Family 0 186300311 XXXXXX XX 00000 Primary Single Family 0 186300313 XXXX XXXXXXXX XX 00000 Primary PUD 0 186300319 XXX XXXXX XX 00000 Primary Single Family 60 186300322 XXXXX XXX XXXXX XX 00000 Primary PUD 60 186300325 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300327 XXXXXXXX XX 00000 Primary Single Family 60 186300329 XXXXXX XX 00000 Primary Single Family 0 186300330 XXXXXX XX 00000 Primary PUD 60 186300334 XXX XXXXX XX 00000 Primary PUD 0 186300335 XXXXXXXX XX 00000 Primary Single Family 60 186300336 XXXXXXXX XX 00000 Primary PUD 60 186300343 XXXXXXXX XX 00000 Primary PUD 0 186300352 XXXXXXXX XX 00000 Primary PUD 60 186300354 XXX XXXXX XX 00000 Primary Single Family 60 186300357 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300361 XXX XXXXX XX 00000 Primary Single Family 0 186300363 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300369 XXXX XXXXXXXX XX 00000 Primary PUD 60 186300376 XXX XXXXX XX 00000 Primary Single Family 60 186300377 XXXXXXXXXXX XX 00000 Primary Single Family 60 186300380 XXXXXXXX XX 00000 Primary Single Family 60 186300388 XXXXXXX XX 00000 Primary PUD 60 186300411 XXXXXX XX 00000 Primary Single Family 60 186300420 XXXXXXXX XX 00000 Primary Single Family 60 186300422 XXX XXXXX XX 00000 Primary Single Family 60 186300424 XXXXX XXX XXXXX XX 00000 Primary PUD 60 186300425 XXXXXXXXX XX 00000 Primary 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148905186 0 240 235 100 11.15 7/1/2005 6/1/2025 148905188 0 240 235 100 10.65 7/1/2005 6/1/2025 148905189 0 180 175 100 9.55 7/1/2005 6/1/2020 148905191 0 180 175 99.96 10.4 7/1/2005 6/1/2020 148905194 0 180 175 100 11.7 7/1/2005 6/1/2020 148905196 57 360 357 90 6.2 9/1/2005 8/1/2035 148905197 0 180 175 100 11.15 7/1/2005 6/1/2020 148905199 0 180 175 100 10.4 7/1/2005 6/1/2020 148905201 0 180 175 100 11 7/1/2005 6/1/2020 148905207 0 180 175 100 9.9 7/1/2005 6/1/2020 148905209 0 360 356 90 7.25 8/1/2005 7/1/2035 148905214 0 240 236 100 11.49 8/1/2005 7/1/2025 148905216 0 360 356 80 6.86 8/1/2005 7/1/2035 148905217 0 240 235 100 10.25 7/1/2005 6/1/2025 148905224 0 180 176 100 9.25 8/1/2005 7/1/2020 148905225 0 360 356 90 7.35 8/1/2005 7/1/2035 148905226 0 360 356 80 7.24 8/1/2005 7/1/2035 148905227 0 360 356 79.98 7 8/1/2005 7/1/2035 148905228 0 360 356 89.27 6.99 8/1/2005 7/1/2035 148905230 0 180 176 100 9.45 8/1/2005 7/1/2020 148905231 0 360 356 95 7 8/1/2005 7/1/2035 148905233 0 360 356 90 6.45 8/1/2005 7/1/2035 148905237 0 240 236 100 10.5 8/1/2005 7/1/2025 148905238 0 360 357 80 7.2 9/1/2005 8/1/2035 148905239 57 360 357 80 7 9/1/2005 8/1/2035 148905240 0 240 236 99.73 10.9 8/1/2005 7/1/2025 148905242 56 360 356 80 6.65 8/1/2005 7/1/2035 148905244 0 180 176 100 10.5 8/1/2005 7/1/2020 148905255 56 360 356 90 8.05 8/1/2005 7/1/2035 148905257 56 360 356 80 6.8 8/1/2005 7/1/2035 148905259 56 360 356 89.82 8.75 8/1/2005 7/1/2035 148905260 0 360 356 90 7.55 8/1/2005 7/1/2035 148905262 56 360 356 80 6.7 8/1/2005 7/1/2035 148905265 0 360 356 80 7.3 8/1/2005 7/1/2035 148905267 0 360 356 80 7.24 8/1/2005 7/1/2035 148905269 56 360 356 90 6.9 8/1/2005 7/1/2035 148905272 0 180 176 100 10.75 8/1/2005 7/1/2020 148905273 0 180 176 100 10.3 8/1/2005 7/1/2020 148905274 0 180 176 100 9.95 8/1/2005 7/1/2020 148905285 0 360 356 90 6.54 8/1/2005 7/1/2035 148905287 0 240 236 95 9.4 8/1/2005 7/1/2025 148905289 0 240 236 100 10.6 8/1/2005 7/1/2025 148905291 0 180 176 100 10.25 8/1/2005 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134148.89 Cash Out Refinance 124 240216112 0 10/1/2005 64392 64270.36 Cash Out Refinance 124 240216123 0 11/1/2005 179043.75 178596.18 Cash Out Refinance 124 240216125 0 11/1/2005 180000 179608.62 Cash Out Refinance 153 240216204 0 11/15/2005 59000 58835.54 Cash Out Refinance 110 240216231 0 10/15/2005 22200 22186.23 Cash Out Refinance 115 240216245 0 11/1/2005 209450.5 209103.97 Cash Out Refinance 124 240216261 0.5 11/15/2005 50000 49775.4 Cash Out Refinance 124 240216355 0 11/15/2005 285043.5 284639.84 Cash Out Refinance 124 240216373 0 11/1/2005 213725 213337.81 Cash Out Refinance 124 240216379 0 11/1/2005 213900 213287.95 Cash Out Refinance 124 240216389 0 11/1/2005 77431.38 77138.58 Cash Out Refinance 110 240216400 0 11/1/2005 35000 34890.24 Cash Out Refinance 110 240216427 0 11/1/2005 50000 49931.64 Cash Out Refinance 110 240216442 0.5 11/15/2005 351363.9 351001.98 Cash Out Refinance 124 240216584 0.5 12/15/2005 40000 39987.21 Cash Out Refinance 115 240216723 0.5 11/1/2005 27000 26978.4 Cash Out Refinance 110 240216850 0.5 12/1/2005 48400 48362.43 Cash Out Refinance 110 240302248 0.5 11/1/2005 48000 46252.08 Cash Out Refinance 110 240312012 0 11/1/2005 60367.5 59325.7 Cash Out Refinance 110 240312469 0 10/10/2005 68416.5 68265.3 Cash Out Refinance 110 240312647 0 10/1/2005 88200 88054.06 Cash Out Refinance 124 240312699 0 10/15/2005 104500 104288.23 Cash Out Refinance 124 240312737 0 11/1/2005 77368.45 77189.55 Cash Out Refinance 110 240312746 0 10/1/2005 100000 99791.12 Rate/Term Refinance 124 240312752 0 11/15/2005 128000 127757.99 Rate/Term Refinance 124 240312832 0 10/1/2005 72000 71868.17 Cash Out Refinance 124 240312835 0.5 11/15/2005 59884.6 59812.52 Cash Out Refinance 124 240312849 0.5 11/1/2005 98137 98061.14 Cash Out Refinance 124 240312871 0.5 11/15/2005 103027.2 102815.67 Cash Out Refinance 124 240312900 0.5 11/10/2005 93100 92988.89 Cash Out Refinance 110 240312978 0.5 11/1/2005 78400 78253.67 Rate/Term Refinance 124 240401810 0 11/1/2005 50250 47987.78 Cash Out Refinance 124 240401856 0 10/1/2005 47200 45013.91 Cash Out Refinance 124 240502263 0 9/24/2005 102400 95370.41 Cash Out Refinance 115 240502700 0 10/22/2005 81000 76310.18 Cash Out Refinance 120 240517953 0 11/1/2005 74000 73831.78 Cash Out Refinance 124 240518056 0 11/1/2005 70183.6 69951.58 Rate/Term Refinance 124 240518216 0 10/15/2005 52318.5 52169.34 Cash Out Refinance 124 240518342 0 11/1/2005 77320.4 77043.96 Cash Out Refinance 124 240518434 0 12/1/2005 60000 59816.59 Cash Out Refinance 124 240518675 0 10/1/2005 168300 168097.59 Cash Out Refinance 124 240518700 0 11/1/2005 129600 129413.01 Rate/Term Refinance 124 240518701 0 11/1/2005 55800 55650.45 Cash Out Refinance 110 240518756 0.5 11/1/2005 265000 264797.38 Cash Out Refinance 124 240518922 0.5 11/1/2005 144000 143805.23 Rate/Term Refinance 124 240600614 0 10/25/2005 33000 24027.75 Cash Out Refinance 110 240602651 0 12/20/2005 38625 35259.23 Cash Out Refinance 110 240603118 0 11/27/2005 41600 34929.99 Cash 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241220404 0.5 11/15/2005 85965.5 85907.18 Cash Out Refinance 124 241220425 0.5 11/15/2005 60697.9 60582.4 Rate/Term Refinance 124 241220439 0.5 11/15/2005 74400 74265.12 Rate/Term Refinance 124 241220449 0 9/15/2005 90148.8 90027.16 Cash Out Refinance 124 241220541 0.5 11/15/2005 51416.5 51375 Cash Out Refinance 110 241220560 0.5 10/15/2005 90588 90514.58 Cash Out Refinance 124 241220612 0.5 11/15/2005 202500 202379.82 Cash Out Refinance 124 241220669 0.5 11/1/2005 67775 67758.42 Cash Out Refinance 110 241220685 0.5 12/1/2005 69450.8 69389.08 Cash Out Refinance 124 241301555 0 10/24/2005 40600 34322.15 Rate/Term Refinance 110 241306823 0.5 11/1/2005 28819.05 3980.12 Rate/Term Refinance 110 241322445 0 10/13/2005 50000 49887.56 Cash Out Refinance 110 241322513 0 10/15/2005 81441 81145.36 Rate/Term Refinance 124 241322714 0 11/1/2005 180500 179945.46 Rate/Term Refinance 124 241322730 0 11/1/2005 64800 64643.72 Cash Out Refinance 124 241322753 0 11/1/2005 112500 112068.64 Cash Out Refinance 124 241322766 0 11/1/2005 75490 75186.02 Cash Out Refinance 124 241322834 0 10/1/2005 144478.1 143940.57 Cash Out Refinance 120 241322904 0 10/15/2005 122250 122026.26 Cash Out Refinance 124 241322905 0 11/1/2005 114750 114386.52 Rate/Term Refinance 124 241322911 0 11/1/2005 167000 166426.44 Rate/Term Refinance 124 241322913 0 10/15/2005 101250 101064.68 Cash Out Refinance 124 241323090 0 11/1/2005 95783.1 95450.43 Cash Out Refinance 120 241323115 0 11/1/2005 500000 498644.54 Cash Out Refinance 124 241323361 0 12/1/2005 52392 52158.75 Cash Out Refinance 124 241323367 0 11/15/2005 121500 121351.96 Rate/Term Refinance 124 241323396 0 10/15/2005 106777.01 106697.12 Cash Out Refinance 124 241323541 0.5 11/15/2005 50000 49945.72 Cash Out Refinance 124 241323563 0 11/1/2005 130406.5 130239.24 Rate/Term Refinance 124 241323665 0 11/15/2005 170000 169676.56 Cash Out Refinance 124 241323719 0.5 11/15/2005 302239.95 302123.67 Rate/Term Refinance 124 241323722 0.5 11/1/2005 107849.7 107762.86 Cash Out Refinance 124 241323810 0.5 11/15/2005 207740.7 207399.13 Cash Out Refinance 124 241323828 0.5 11/15/2005 123000 122692.54 Cash Out Refinance 124 241323862 0.5 12/1/2005 162000 161770.58 Cash Out Refinance 124 241323879 0.5 11/15/2005 414626.5 413906.13 Cash Out Refinance 124 241323925 0.5 11/1/2005 60000 59920.01 Cash Out Refinance 124 241323927 0.5 11/15/2005 55538.1 55457.84 Cash Out Refinance 124 241323943 0.5 11/15/2005 188700 188394.83 Cash Out Refinance 124 241323968 0.5 11/1/2005 108900 108732.91 Cash Out Refinance 124 241324046 0.5 11/1/2005 132003.6 131752.45 Cash Out Refinance 124 241324277 0.5 11/14/2005 34000 33992.75 Cash Out Refinance 115 241400669 0 11/1/2005 39562.5 37587.82 Cash Out Refinance 124 241401285 0 11/9/2005 19337.5 16612.36 Rate/Term Refinance 110 241418722 0 11/1/2005 175750 175161.65 Cash Out Refinance 153 241418767 0 11/1/2005 90000 89409.42 Cash Out Refinance 124 241418782 0 11/1/2005 227500 226889.43 Cash Out Refinance 124 241418942 0 11/18/2005 45930 45686.83 Cash Out Refinance 110 241419244 0.5 12/1/2005 207664.2 207446.84 Rate/Term Refinance 124 241419303 0.5 3/15/2006 90227.2 90183.13 Cash Out Refinance 124 241419313 0.5 11/15/2005 132000 131807.35 Rate/Term Refinance 124 241419397 0.5 12/1/2005 97993.8 97861.58 Cash Out Refinance 124 241503548 0.5 10/15/2005 85890.94 11448.1 Cash Out Refinance 120 241503568 0.5 10/15/2005 477500 465338.27 Rate/Term Refinance 124 241503878 0.5 11/1/2005 71966.56 69589.49 Rate/Term Refinance 120 241503890 0.5 10/1/2005 74901.87 72208.44 Rate/Term Refinance 120 241503901 0.5 12/1/2005 55483.75 54379.64 Cash Out Refinance 110 241503977 0.5 10/1/2005 86475.16 84391.67 Cash Out Refinance 120 241504183 0.5 11/15/2005 55688.37 54368.74 Cash Out Refinance 120 241504254 0.5 11/14/2005 57032.76 51349.5 Rate/Term Refinance 110 241515750 0 10/1/2005 67454.7 66964.16 Cash Out Refinance 124 241516289 0 10/15/2005 29000 28902.92 Cash Out Refinance 115 241516497 0 10/9/2005 40000 39822.04 Cash Out Refinance 110 241516551 0 11/1/2005 98313.5 98049.24 Cash Out Refinance 124 241516780 0 10/17/2005 37000 36921.91 Cash Out Refinance 115 241516808 0 11/1/2005 113112.5 112727.09 Rate/Term Refinance 124 241516845 0 11/6/2005 88200 88129.71 Cash Out Refinance 115 241516859 0 11/1/2005 109600 109200.29 Rate/Term Refinance 124 241516865 0 11/1/2005 27400 27367.9 Cash Out Refinance 115 241516890 0 11/1/2005 133020.3 132527.92 Cash Out Refinance 124 241516965 0 11/15/2005 140000 139559.15 Rate/Term Refinance 124 241517034 0 11/15/2005 35000 34967.38 Cash Out Refinance 115 241517088 0 11/1/2005 84000 83658.58 Rate/Term Refinance 124 241517092 0 11/1/2005 21000 20819.83 Cash Out Refinance 110 241517189 0 10/15/2005 118400 111100.15 Rate/Term Refinance 124 241517254 0 11/1/2005 261000 260353.16 Cash Out Refinance 124 241517258 0 10/15/2005 22925.2 22907.59 Cash Out Refinance 115 241517277 0 11/15/2005 140259.5 140110.15 Cash Out Refinance 124 241517418 0 11/1/2005 98600 98426.79 Cash Out Refinance 110 241517431 0 11/3/2005 64972.4 64619.9 Cash Out Refinance 110 241517453 0 11/9/2005 56000 55711.03 Cash Out Refinance 110 241517485 0.5 11/1/2005 92995.8 92446.92 Cash Out Refinance 110 241517606 0.5 11/15/2005 60000 59976.71 Cash Out Refinance 124 241517693 0.5 12/15/2005 74356.6 74319.83 Cash Out Refinance 124 241517703 0.5 12/1/2005 265234.5 264824.7 Cash Out Refinance 124 241517742 0.5 12/1/2005 95872.3 95832.97 Cash Out Refinance 124 241517751 0.5 11/15/2005 125670.3 125612.89 Cash Out Refinance 124 241517871 0.5 11/1/2005 24000 23994.49 Cash Out Refinance 110 241600766 0 10/15/2005 111000 33101.91 Cash Out Refinance 110 241604507 0.5 1/1/2006 73800 72077.86 Cash Out Refinance 110 241604555 0.5 11/10/2005 36900 30651.29 Cash Out Refinance 110 241604775 0.5 11/1/2005 78738.22 66574.32 Cash Out Refinance 110 241700610 0 10/1/2005 100000 92997.22 Cash Out Refinance 120 241718294 0 11/1/2005 86700 86380.63 Cash Out Refinance 124 241718342 0 11/15/2005 204000 203416.61 Cash Out Refinance 124 241718406 0 11/1/2005 35000 34834.54 Cash Out Refinance 110 241718525 0 11/1/2005 168750 168399.08 Rate/Term Refinance 124 241718550 0 11/15/2005 21000 20789.75 Cash Out Refinance 110 241718657 0 11/1/2005 38000 37912.92 Cash Out Refinance 115 241718858 0 11/1/2005 43000 42841.48 Cash Out Refinance 110 241718919 0 11/1/2005 35000 34818.39 Cash Out Refinance 110 241718931 0 11/1/2005 42000 41963.88 Cash Out Refinance 115 241718932 0 11/1/2005 170000 169616.49 Cash Out Refinance 153 241719035 0 11/1/2005 132000 131689.19 Rate/Term Refinance 124 241719055 0 10/1/2005 97325 97197.49 Cash Out Refinance 124 241719070 0 11/1/2005 184000 183416.26 Cash Out Refinance 124 241719090 0 11/1/2005 90500 90341.01 Cash Out Refinance 124 241800716 0 10/1/2005 192000 182468.13 Rate/Term Refinance 124 241800974 0 12/1/2005 72000 68291.48 Rate/Term Refinance 124 241807413 0.5 11/1/2005 81000 79223.23 Cash Out Refinance 115 241902082 0 9/28/2005 36000 23998.54 Cash Out Refinance 110 241902141 0 9/24/2005 35000 24938.73 Cash Out Refinance 110 241909160 0.5 11/20/2005 70080.4 68402.82 Cash Out Refinance 110 241919863 0 11/1/2005 76000 75751.79 Cash Out Refinance 124 241919974 0 12/1/2005 50000 45648.28 Cash Out Refinance 124 241920065 0 11/1/2005 50000 49914.11 Cash Out Refinance 110 241920097 0 10/8/2005 25000 24885.42 Cash Out Refinance 110 241920209 0 11/15/2005 50000 49932.37 Cash Out Refinance 124 241920242 0 11/1/2005 81900 81793.83 Cash Out Refinance 110 241920285 0 10/1/2005 144800 144416.47 Purchase 124 241920332 0 11/1/2005 50000 49935.19 Cash Out Refinance 110 241920336 0 11/15/2005 97200 97080.58 Cash Out Refinance 124 241920353 0 11/15/2005 79900 79816.84 Cash Out Refinance 124 241920368 0 11/5/2005 96475 96114.61 Cash Out Refinance 110 241920409 0 11/3/2005 50000 49925.55 Cash Out Refinance 110 241920414 0 11/1/2005 90000 89811.99 Cash Out Refinance 110 241920416 0 10/15/2005 93368.4 93284.55 Cash Out Refinance 124 241920452 0.5 11/15/2005 73600 73522.58 Cash Out Refinance 124 241920483 0 11/15/2005 350000 349401.49 Cash Out Refinance 124 241920538 0.5 11/1/2005 131210.5 131083.6 Rate/Term Refinance 124 241920586 0.5 11/15/2005 162431 162252.1 Cash Out Refinance 124 241920700 0.5 11/1/2005 22980 22975.03 Cash Out Refinance 110 241920804 0.5 11/1/2005 52400 52381.71 Cash Out Refinance 110 242005754 0.5 11/1/2005 60000 58870.7 Cash Out Refinance 110 242100696 0 12/15/2005 76160 71093.67 Purchase 124 242100970 0 11/1/2005 68940 64074.74 Cash Out Refinance 120 242105301 0.5 11/1/2005 46106.43 43954.53 Cash Out Refinance 120 242105337 0.5 10/15/2005 53654.74 52544.54 Cash Out Refinance 124 242105431 0.5 10/1/2005 54750 53235.76 Cash Out Refinance 115 242105444 0.5 11/1/2005 103500 98960.44 Cash Out Refinance 124 242105466 0.5 10/15/2005 68416.5 61715.63 Cash Out Refinance 120 242105598 0.5 11/1/2005 69600 68108.8 Cash Out Refinance 120 242117164 0.5 11/15/2005 98313.5 97814.37 Cash Out Refinance 124 242118369 0 11/1/2005 50000 49583.56 Cash Out Refinance 110 242118396 0 11/1/2005 62215.5 62014.07 Cash Out Refinance 124 242118431 0 10/15/2005 78726.3 78507.56 Purchase 124 242118438 0 11/1/2005 70000 69789.29 Cash Out Refinance 124 242118502 0 10/15/2005 106007 105681.28 Cash Out Refinance 124 242118692 0 11/1/2005 103500 103147.38 Cash Out Refinance 124 242118843 0 11/15/2005 57750 57635 Cash Out Refinance 110 242118952 0 11/1/2005 130000 129712.14 Cash Out Refinance 124 242119058 0.5 11/15/2005 124533.2 124365.17 Cash Out Refinance 124 242119105 0 11/1/2005 92960 92761.89 Cash Out Refinance 124 242119140 0 11/1/2005 23200 23106.52 Cash Out Refinance 110 242119162 0 11/15/2005 54000 53876.57 Cash Out Refinance 124 242119195 0 10/15/2005 53564.8 53523.65 Cash Out Refinance 124 242119272 0 10/1/2005 149400 149015.69 Cash Out Refinance 124 242119301 0 11/15/2005 114000 113819.82 Rate/Term Refinance 124 242119317 0 10/1/2005 57945.6 57853.82 Cash Out Refinance 124 242119321 0.5 11/15/2005 100000 99857.79 Cash Out Refinance 124 242119322 0 11/15/2005 50000 49919.39 Cash Out Refinance 153 242119336 0 11/15/2005 50000 49770.91 Cash Out Refinance 124 242119346 0 11/1/2005 78870.4 78770.32 Cash Out Refinance 110 242119440 0.5 11/15/2005 89700 89620.13 Cash Out Refinance 124 242119475 0.5 10/15/2005 136080 135938.36 Cash Out Refinance 124 242119523 0.5 10/1/2005 108800 108680.44 Cash Out Refinance 124 242119585 0.5 11/1/2005 145000 144798.75 Cash Out Refinance 124 242217865 0 11/1/2005 26104 26073.43 Cash Out Refinance 115 242217930 0 11/1/2005 32068 32030.51 Cash Out Refinance 115 242217971 0 11/1/2005 50000 49873.72 Cash Out Refinance 124 242218259 0 11/1/2005 59000 58931.3 Cash Out Refinance 115 242218332 0 11/15/2005 54294 54204.54 Cash Out Refinance 153 242218339 0 10/15/2005 23000 22980.18 Cash Out Refinance 115 242218355 0 11/15/2005 24000 23979.12 Cash Out Refinance 115 242218447 0.5 12/1/2005 110000 109824.42 Rate/Term Refinance 124 242218754 0.5 11/1/2005 239000 238661.53 Cash Out Refinance 153 242218779 0.5 11/15/2005 402450 401781.77 Cash Out Refinance 153 242218825 0.5 11/6/2005 41800 41789.3 Cash Out Refinance 110 242307675 0.5 11/1/2005 26266.62 21769.85 Cash Out Refinance 110 242307767 0.5 11/1/2005 32515 31474.98 Purchase 110 242319119 0 11/15/2005 63750 63590.69 Rate/Term Refinance 124 242319295 0 11/1/2005 104000 103605.32 Cash Out Refinance 124 242319639 0 10/1/2005 56000 55843.52 Cash Out Refinance 124 242319647 0 11/1/2005 84000 83785.7 Cash Out Refinance 124 242319834 0 11/15/2005 69500 69385.81 Cash Out Refinance 124 242319845 0 11/1/2005 160000 159652.11 Cash Out Refinance 124 242319859 0 11/1/2005 50000 49924.83 Cash Out Refinance 124 242319879 0 10/15/2005 193000 192697.95 Rate/Term Refinance 124 242319895 0 11/1/2005 146000 145601.89 Cash Out Refinance 124 242319915 0 11/1/2005 100000 99764.55 Cash Out Refinance 110 242319945 0 11/15/2005 210000 209606.41 Cash Out Refinance 124 242319949 0 10/15/2005 210600 210249.74 Cash Out Refinance 124 242319977 0.5 11/15/2005 46000 45806.73 Cash Out Refinance 110 242320048 0 10/15/2005 273666 273233.46 Cash Out Refinance 124 242320057 0.5 12/1/2005 128700 128466.66 Cash Out Refinance 124 242320068 0.5 11/1/2005 57952.8 57849.74 Cash Out Refinance 124 242320133 0.5 11/1/2005 137000 136739.32 Cash Out Refinance 124 242320254 0.5 11/1/2005 50000 49951.65 Cash Out Refinance 124 242320330 0.5 11/15/2005 211650 211484.89 Cash Out Refinance 124 242320432 0.5 11/1/2005 149615 149512.55 Cash Out Refinance 124 242400789 0 10/1/2005 45000 25195.05 Cash Out Refinance 110 242403901 0.5 10/1/2005 28890 26578.23 Cash Out Refinance 110 242413438 0 10/15/2005 22000 21757.97 Cash Out Refinance 110 242414705 0 11/1/2005 111600 111296.89 Rate/Term Refinance 153 242414953 0 10/15/2005 55250 55064.33 Cash Out Refinance 153 242414972 0 11/1/2005 51200 51069.36 Cash Out Refinance 153 242414997 0 11/1/2005 112000 111615.34 Rate/Term Refinance 153 242415000 0 11/1/2005 28000 27860.34 Cash Out Refinance 110 242415041 0 11/15/2005 50040 48857.52 Cash Out Refinance 153 242415055 0 11/1/2005 18400 18324.34 Cash Out Refinance 110 242415298 0 11/8/2005 60350 60285.18 Cash Out Refinance 110 242415368 0 10/1/2005 50000 49932.37 Cash Out Refinance 153 242415446 0 11/1/2005 50500 50419.24 Rate/Term Refinance 110 242415447 0 10/15/2005 56500 56427.69 Purchase 153 242415452 0 10/1/2005 83700 83502.91 Cash Out Refinance 153 242415471 0 11/1/2005 118400 118236.42 Cash Out Refinance 153 242415568 0.5 10/1/2005 72660 72143.98 Cash Out Refinance 110 242415576 0 11/1/2005 71100 70948.48 Cash Out Refinance 153 242415596 0 12/1/2005 58950 58815.5 Cash Out Refinance 153 242415744 0.5 12/1/2005 78300 78237.48 Cash Out Refinance 153 242415825 0.5 12/1/2005 77000 76927.4 Cash Out Refinance 153 242416065 0.5 11/15/2005 50000 49975.4 Cash Out Refinance 124 242603584 0.5 10/1/2005 21804.85 20435.58 Cash Out Refinance 110 242620256 0 10/15/2005 50000 49872.41 Cash Out Refinance 124 242620274 0 11/1/2005 245000 244381.3 Cash Out Refinance 124 242620383 0 10/15/2005 72000 71902.06 Cash Out Refinance 124 242620533 0 12/1/2005 52867.5 52757.4 Cash Out Refinance 124 242620571 0 11/1/2005 102588 102412.07 Cash Out Refinance 124 242620606 0 11/1/2005 50000 49935.86 Cash Out Refinance 124 242620625 0 11/1/2005 59400 59293.46 Cash Out Refinance 124 242620806 0.5 12/1/2005 85137 85076.9 Cash Out Refinance 124 242620817 0.5 12/1/2005 87199 87097.03 Cash Out Refinance 124 242700442 0.5 11/1/2005 36228.92 35545.27 Cash Out Refinance 110 242711623 0 10/15/2005 67150 67020.74 Rate/Term Refinance 124 242711819 0 11/1/2005 52800 52728.44 Cash Out Refinance 124 242711866 0 11/1/2005 54670 54549.2 Rate/Term Refinance 124 242711976 0 11/2/2005 53000 52934.24 Cash Out Refinance 110 242711991 0 11/1/2005 93500 93295.97 Cash Out Refinance 110 242712086 0 11/1/2005 117568 117276.61 Cash Out Refinance 153 242712127 0 10/15/2005 65600 65532.42 Cash Out Refinance 124 242712134 0.5 11/1/2005 88480 88419.04 Rate/Term Refinance 124 242712158 0 11/2/2005 53800 53635.91 Cash Out Refinance 110 242712418 0.5 11/1/2005 59250 59223.5 Cash Out Refinance 124 242800346 0 10/30/2005 62250 50730.05 Cash Out Refinance 110 242819277 0 11/1/2005 64166.5 63636.86 Cash Out Refinance 110 242819587 0 10/15/2005 170357.09 169753.56 Cash Out Refinance 124 242819631 0 11/13/2005 41000 40938.17 Cash Out Refinance 115 242819646 0 11/1/2005 178200 177537.95 Cash Out Refinance 124 242819670 0 11/1/2005 132300 132056.01 Purchase 124 242819758 0 11/15/2005 167419.2 164063.9 Cash Out Refinance 124 242819763 0 11/1/2005 41400 41340.25 Cash Out Refinance 115 242819774 0 11/1/2005 117009.5 116556.96 Cash Out Refinance 124 242819802 0 11/1/2005 119000 118617.81 Cash Out Refinance 124 242819813 0 10/15/2005 284074.7 283443.85 Cash Out Refinance 124 242819817 0 10/15/2005 104800 104553.23 Cash Out Refinance 153 242819831 0 10/11/2005 37000 36834.42 Cash Out Refinance 110 242819832 0 11/1/2005 175750 175223.36 Cash Out Refinance 124 242819868 0 11/1/2005 306000 305083.05 Cash Out Refinance 153 242819999 0 11/1/2005 181300 180781.21 Cash Out Refinance 124 242820085 0 11/1/2005 218400 217843.67 Rate/Term Refinance 153 242820155 0 11/1/2005 45000 44956.41 Cash Out Refinance 115 242820161 0 11/1/2005 64000 63903.83 Cash Out Refinance 115 242820167 0 10/15/2005 216800 216387.51 Cash Out Refinance 124 242820170 0 10/15/2005 168000 167712.71 Rate/Term Refinance 124 242820191 0.5 11/1/2005 256666 256472.71 Rate/Term Refinance 124 242820200 0.5 11/15/2005 120000 119771.67 Rate/Term Refinance 124 242820219 0 10/15/2005 121000 120825.16 Cash Out Refinance 124 242820255 0 10/15/2005 170980 170698.32 Cash Out Refinance 124 242820361 0.5 11/1/2005 209450.5 209129.16 Cash Out Refinance 124 242820411 0.5 11/1/2005 157600 157308.69 Rate/Term Refinance 124 242820423 0.5 11/15/2005 148752.6 148694.11 Cash Out Refinance 124 242820480 0.5 11/15/2005 73700 73652.75 Cash Out Refinance 110 242820498 0.5 11/1/2005 240262.65 240027.84 Cash Out Refinance 124 242820513 0.5 11/13/2005 65000 64976.31 Cash Out Refinance 110 242820516 0.5 11/15/2005 62000 61978.67 Cash Out Refinance 110 242900629 0 9/30/2005 14100 4115.18 Cash Out Refinance 110 242900720 0 9/29/2005 25100 17283.65 Cash Out Refinance 110 242900722 0 9/22/2005 19500 6757.61 Cash Out Refinance 110 242907747 0.5 10/1/2005 41250 40471.03 Cash Out Refinance 110 242907837 0.5 11/19/2005 28932.43 24494.92 Cash Out Refinance 110 242907846 0.5 10/15/2005 42033.26 35177.54 Cash Out Refinance 110 242907919 0.5 11/1/2005 77870.31 76504.06 Cash Out Refinance 110 242907936 0.5 11/1/2005 41400 31742.08 Cash Out Refinance 110 242907945 0.5 10/5/2005 48231.86 31724.34 Cash Out Refinance 110 242907948 0.5 10/1/2005 33161.26 27249.78 Cash Out Refinance 110 242908182 0.5 10/14/2005 41600 34994.62 Cash Out Refinance 110 242922647 0 10/1/2005 67150 66907.5 Cash Out Refinance 124 242922897 0 11/1/2005 94893 94500.61 Cash Out Refinance 124 242923205 0 11/15/2005 120000 119677.95 Cash Out Refinance 124 243103471 0.5 10/1/2005 55056.14 53831.46 Cash Out Refinance 110 243113201 0 10/1/2005 239798.5 237420.77 Cash Out Refinance 153 243113727 0 11/15/2005 83785 83363.04 Cash Out Refinance 153 243114005 0 11/1/2005 126882 126571.51 Cash Out Refinance 124 243114037 0 10/1/2005 95161.5 94940.54 Cash Out Refinance 153 243114355 0 11/1/2005 47100 46858.71 Cash Out Refinance 110 243114358 0 10/2/2005 26500 26136.21 Cash Out Refinance 110 243114435 0 11/1/2005 113115 112761.61 Cash Out Refinance 124 243114546 0 11/1/2005 105690 105465.97 Cash Out Refinance 153 243114564 0.5 10/15/2005 298365 298073.4 Cash Out Refinance 153 243114620 0 11/1/2005 126200 125980.58 Cash Out Refinance 124 243114685 0 11/1/2005 51118 50869.5 Cash Out Refinance 110 243114706 0 10/15/2005 280525 279867.4 Cash Out Refinance 153 243114732 0 10/1/2005 152000 151592.68 Rate/Term Refinance 153 243114743 0 11/4/2005 166500 166251.58 Cash Out Refinance 110 243114788 0 11/1/2005 198400 197843.11 Rate/Term Refinance 124 243114823 0 10/1/2005 229125 228861.04 Cash Out Refinance 124 243114930 0.5 11/15/2005 115200 115009.87 Rate/Term Refinance 124 243114940 0.5 11/1/2005 89000 88831.96 Cash Out Refinance 153 243114988 0.5 11/15/2005 252500 252018.95 Cash Out Refinance 153 243214306 0 10/15/2005 108572 108184.03 Rate/Term Refinance 124 243214384 0 11/15/2005 82099.8 81776.28 Rate/Term Refinance 124 243214464 0 11/15/2005 359058 357433.05 Cash Out Refinance 124 243214465 0 10/10/2005 24000 23867.74 Cash Out Refinance 110 243214692 0 10/15/2005 25800 25719.28 Cash Out Refinance 110 243214703 0 11/1/2005 91686 91499.81 Cash Out Refinance 124 243214722 0 11/15/2005 45000 44962.62 Cash Out Refinance 115 243214751 0 11/1/2005 207674.55 207294.44 Cash Out Refinance 124 243214795 0 11/1/2005 14400 14313.28 Cash Out Refinance 110 243214871 0 11/15/2005 318700 317985.99 Rate/Term Refinance 124 243214891 0 10/1/2005 67500 67315.94 Cash Out Refinance 124 243214947 0 11/1/2005 223250 222696.71 Cash Out Refinance 124 243214957 0 11/1/2005 188219.2 187866.43 Rate/Term Refinance 124 243214999 0.5 11/15/2005 96784 96615.83 Cash Out Refinance 124 243215067 0 10/15/2005 168990 168804.68 Cash Out Refinance 124 243303923 0.5 10/1/2005 53600 45024.38 Cash Out Refinance 110 243319598 0 11/1/2005 164000 163661.93 Cash Out Refinance 124 243319625 0 10/1/2005 61146 61075.23 Cash Out Refinance 124 243319695 0 10/15/2005 72400 72315.51 Cash Out Refinance 124 243319704 0.5 11/15/2005 98000 97903.2 Cash Out Refinance 124 243319746 0 11/1/2005 96000 95789.15 Cash Out Refinance 124 243319893 0.5 11/1/2005 73500 73441.94 Cash Out Refinance 124 243319949 0.5 11/1/2005 96000 95861.28 Cash Out Refinance 124 243416625 0 11/15/2005 157140.8 156464.83 Cash Out Refinance 124 243416682 0 10/15/2005 112686 112449.59 Rate/Term Refinance 124 243416737 0 10/15/2005 76800 76597.8 Cash Out Refinance 124 243416794 0 11/15/2005 75000 74792.52 Cash Out Refinance 124 243416867 0 10/15/2005 120000 119621.08 Cash Out Refinance 124 243416944 0 10/1/2005 90400 90131.79 Rate/Term Refinance 124 243417012 0 11/1/2005 77539 77237.19 Cash Out Refinance 124 243417021 0 12/1/2005 31000 30902.87 Cash Out Refinance 110 243417065 0 11/1/2005 80500 80160.37 Rate/Term Refinance 124 243417083 0 10/15/2005 57096.9 57053.96 Cash Out Refinance 124 243417106 0.5 11/1/2005 90525 90424.68 Cash Out Refinance 124 243417127 0 11/1/2005 72666.5 72567.35 Cash Out Refinance 124 243417133 0 10/15/2005 232000 231608.94 Purchase 124 243417159 0 11/1/2005 82825.75 82732.54 Rate/Term Refinance 124 243417230 0.5 11/15/2005 85292.9 85260.3 Cash Out Refinance 124 243417252 0 11/15/2005 60300 60233.73 Cash Out Refinance 124 243417259 0 11/15/2005 76050 75973.28 Cash Out Refinance 124 243503955 0.5 11/15/2005 53200 52528.98 Cash Out Refinance 124 243503962 0.5 10/1/2005 118431.52 115580.63 Cash Out Refinance 110 243504008 0.5 10/1/2005 78280.6 75562.38 Cash Out Refinance 124 243504167 0.5 11/14/2005 47600 29668.58 Rate/Term Refinance 110 243504322 0.5 11/1/2005 56000 55003.37 Cash Out Refinance 124 243504388 0.5 11/7/2005 72043.77 57482.48 Cash Out Refinance 110 243521285 0 11/1/2005 52500 52299.97 Purchase 124 243521479 0 10/1/2005 79000 78394.47 Cash Out Refinance 124 243521543 0 11/1/2005 148905 148704.59 Cash Out Refinance 124 243521565 0 10/15/2005 80000 79818.24 Rate/Term Refinance 124 243521645 0 11/1/2005 80000 79301.77 Cash Out Refinance 110 243521726 0 11/15/2005 94000 93778.67 Cash Out Refinance 124 243521759 0 11/1/2005 50100 49942.78 Cash Out Refinance 110 243521796 0 11/1/2005 207000 206407.67 Cash Out Refinance 124 243521823 0 10/1/2005 62100 61987.48 Cash Out Refinance 124 243521835 0 11/1/2005 50100 50010.14 Cash Out Refinance 124 243521837 0 11/1/2005 73100 73016.68 Cash Out Refinance 110 243521874 0 11/1/2005 56039 55980.58 Cash Out Refinance 110 243521876 0 11/1/2005 92000 91826.35 Rate/Term Refinance 110 243521909 0 10/15/2005 54000 53946.65 Cash Out Refinance 124 243521931 0.5 11/15/2005 105000 104865.61 Cash Out Refinance 124 243521963 0 11/8/2005 72650 72550.17 Cash Out Refinance 110 243521972 0.5 11/1/2005 75000 74938.82 Cash Out Refinance 124 243521981 0.5 11/15/2005 50400 50334.16 Purchase 124 243522015 0.5 11/15/2005 155000 154497.37 Cash Out Refinance 124 243522052 0.5 11/1/2005 74855 74821.81 Rate/Term Refinance 124 243522059 0.5 11/1/2005 50100 50074.56 Cash Out Refinance 124 243522078 0.5 12/1/2005 62405 62332.54 Cash Out Refinance 124 243522098 0.5 12/1/2005 80000 79847.78 Cash Out Refinance 124 243522101 0.5 12/1/2005 50100 50057.34 Cash Out Refinance 124 243522117 0.5 11/1/2005 80000 79863.18 Cash Out Refinance 124 243522172 0.5 12/1/2005 50100 50004.67 Cash Out Refinance 124 243522355 0.5 11/14/2005 28000 27994.91 Cash Out Refinance 110 243603756 0.5 11/1/2005 36000 35145.66 Cash Out Refinance 110 243603797 0.5 11/1/2005 36837.1 36155.68 Cash Out Refinance 110 243603923 0.5 11/1/2005 32000 26136.51 Cash Out Refinance 110 243604063 0.5 11/1/2005 32000 31440.08 Cash Out Refinance 110 243604106 0.5 11/20/2005 30000 29395.8 Cash Out Refinance 110 243604237 0.5 11/1/2005 38350 37601.27 Cash Out Refinance 110 243604370 0.5 11/1/2005 46165.95 44876.28 Cash Out Refinance 110 243604372 0.5 10/14/2005 58527.07 52874.84 Cash Out Refinance 110 243604407 0.5 11/1/2005 73090.53 71310 Cash Out Refinance 110 243604489 0.5 10/8/2005 47250 46066.09 Cash Out Refinance 110 243604512 0.5 10/1/2005 48750 47776.2 Cash Out Refinance 110 243604558 0.5 11/1/2005 59143 53959 Rate/Term Refinance 110 243604589 0.5 11/1/2005 32396 29966.85 Cash Out Refinance 110 243604658 0.5 10/11/2005 50940 49772.38 Cash Out Refinance 110 243615927 0 10/14/2005 16700 16560.23 Cash Out Refinance 110 243616087 0 11/1/2005 66001.8 65767.31 Cash Out Refinance 124 243616098 0 11/1/2005 69300 69064.38 Cash Out Refinance 124 243616162 0 10/15/2005 180075.1 179540.81 Rate/Term Refinance 124 243616385 0 11/1/2005 76000 75844.11 Rate/Term Refinance 124 243616408 0 10/15/2005 159600 159362.36 Cash Out Refinance 153 243616463 0 11/1/2005 85000 84855.23 Rate/Term Refinance 124 243616567 0.5 12/1/2005 56700 56600.15 Cash Out Refinance 124 243616594 0.5 11/15/2005 210000 209910.98 Purchase 124 243712933 0 11/1/2005 384582.5 383048.24 Cash Out Refinance 153 243713088 0 11/1/2005 33000 32715.64 Cash Out Refinance 110 243713108 0 11/15/2005 215000 213917.48 Cash Out Refinance 124 243713166 0 10/11/2005 33000 32826.06 Cash Out Refinance 110 243713265 0 11/1/2005 32827 32581.25 Cash Out Refinance 110 243713328 0 11/1/2005 21000 20974.87 Cash Out Refinance 115 243713473 0 11/15/2005 107000 106865.68 Rate/Term Refinance 124 243713540 0.5 11/1/2005 179666.2 179477.22 Cash Out Refinance 124 243713557 0 11/1/2005 114859.23 114545.88 Cash Out Refinance 124 243713627 0 10/15/2005 157176 156876.95 Cash Out Refinance 153 243713655 0 11/1/2005 165500 165086.3 Rate/Term Refinance 124 243713738 0.5 10/15/2005 166705.5 166568.05 Rate/Term Refinance 124 243713739 0.5 11/15/2005 39000 38811.52 Cash Out Refinance 110 243713745 0.5 11/15/2005 116200 115978.9 Cash Out Refinance 124 243713747 0 10/8/2005 186000 184853.16 Cash Out Refinance 110 243713761 0 10/15/2005 150000 149774.4 Rate/Term Refinance 110 243713762 0.5 11/15/2005 160000 159695.57 Cash Out Refinance 124 243713853 0.5 12/1/2005 280519 280145.09 Cash Out Refinance 124 243713867 0.5 12/1/2005 76021 75984.77 Rate/Term Refinance 124 243713891 0.5 11/15/2005 135882 135819.93 Cash Out Refinance 124 243713909 0.5 11/1/2005 35000 34990.09 Cash Out Refinance 110 243714044 0.5 12/1/2005 199078 198995.4 Cash Out Refinance 124 243817994 0 10/1/2005 96000 95635.64 Rate/Term Refinance 124 243818002 0 10/1/2005 24000 23911.89 Cash Out Refinance 110 243818008 0 11/1/2005 151200 150675.49 Cash Out Refinance 124 243818113 0 10/15/2005 26450 26353.16 Cash Out Refinance 110 243818207 0 11/1/2005 50000 49807.98 Cash Out Refinance 124 243818271 0 11/1/2005 30000 29885.37 Cash Out Refinance 110 243818300 0 10/15/2005 54000 53947.21 Cash Out Refinance 124 243818362 0 11/1/2005 85000 84919.51 Cash Out Refinance 110 243818385 0 11/1/2005 132509 132351.34 Cash Out Refinance 124 243818390 0 10/15/2005 126000 125854.47 Cash Out Refinance 124 243818400 0 11/1/2005 150700 150435.25 Rate/Term Refinance 110 243818520 0.5 11/15/2005 121538.9 121374.77 Cash Out Refinance 124 243818711 0.5 11/9/2005 16000 15997.21 Purchase 110 243901657 0.5 11/1/2005 67500 65734.6 Rate/Term Refinance 110 244102814 0.5 11/1/2005 38724.03 37783.46 Rate/Term Refinance 115 244102836 0.5 11/8/2005 27056.38 16452.95 Rate/Term Refinance 110 244102897 0.5 10/15/2005 60400 58471.71 Rate/Term Refinance 124 244102921 0.5 11/1/2005 79934.41 77643.89 Rate/Term Refinance 124 244102963 0.5 10/1/2005 72000 70024.03 Rate/Term Refinance 115 244103224 0.5 11/17/2005 42500 41566.18 Rate/Term Refinance 115 244103305 0.5 11/18/2005 53975 52654.58 Rate/Term Refinance 115 244103597 0.5 11/15/2005 47000 29352.21 Rate/Term Refinance 110 244122852 0 10/1/2005 121500 121029.66 Cash Out Refinance 124 244123428 0 11/1/2005 180000 179141.47 Cash Out Refinance 124 244123472 0 11/15/2005 159000 158470.19 Cash Out Refinance 124 244123539 0 10/15/2005 54275 54124.52 Cash Out Refinance 124 244123750 0 11/1/2005 84560 84226.14 Rate/Term Refinance 124 244123752 0 11/1/2005 21140 21019.16 Cash Out Refinance 110 244123824 0 11/15/2005 50000 49847.16 Cash Out Refinance 124 244123832 0 10/15/2005 50000 49919.47 Cash Out Refinance 124 244123989 0 11/1/2005 50000 49650.43 Cash Out Refinance 110 244124008 0 11/1/2005 50000 49947.12 Cash Out Refinance 124 244124123 0 10/1/2005 105000 104857.32 Cash Out Refinance 124 244124125 0 11/1/2005 84000 83858.4 Cash Out Refinance 124 244124130 0 10/15/2005 60905.7 60823.69 Cash Out Refinance 124 244124149 0 11/1/2005 60352.5 60042.49 Cash Out Refinance 124 244124156 0 11/1/2005 234000 233531.33 Cash Out Refinance 124 244124169 0 12/3/2005 50000 25276.61 Cash Out Refinance 110 244124194 0 11/1/2005 51513.6 51442.35 Cash Out Refinance 124 244124195 0.5 11/1/2005 50000 49949.48 Cash Out Refinance 124 244124229 0.5 11/1/2005 65000 64969.99 Cash Out Refinance 124 244124675 0.5 11/1/2005 194553.5 194452.63 Cash Out Refinance 124 244200571 0.5 11/1/2005 85334.9 80832.96 Cash Out Refinance 124 244211077 0 10/15/2005 220500 219332.79 Cash Out Refinance 153 244211405 0 11/1/2005 97850 97459.84 Rate/Term Refinance 124 244211445 0 10/15/2005 76623.3 76404.18 Cash Out Refinance 124 244211481 0 11/13/2005 68392 68168.65 Cash Out Refinance 110 244211551 0 10/14/2005 75000 74623.42 Cash Out Refinance 110 244211574 0 10/1/2005 57147.9 56954.69 Cash Out Refinance 124 244211733 0 11/1/2005 53003.8 52879.2 Cash Out Refinance 124 244211741 0 11/15/2005 50439.1 50299.96 Purchase 124 244211756 0 10/1/2005 212400 212091.93 Rate/Term Refinance 124 244211865 0.5 11/1/2005 67941 67875.98 Cash Out Refinance 124 244211877 0 11/15/2005 38800 38685.06 Cash Out Refinance 110 244211930 0 11/1/2005 75231.2 75075.62 Cash Out Refinance 124 244211986 0.5 11/1/2005 62300 62220.27 Cash Out Refinance 124 244211997 0 11/1/2005 50000 49932.94 Cash Out Refinance 110 244212041 0 11/1/2005 63262.6 63089.81 Cash Out Refinance 124 244212184 0.5 11/15/2005 50000 40399.48 Cash Out Refinance 124 244402463 0.5 10/1/2005 56750 55050 Rate/Term Refinance 110 244402480 0.5 10/1/2005 45100 38088.36 Cash Out Refinance 110 244412691 0 11/1/2005 107950.7 107468.62 Cash Out Refinance 124 244412852 0 11/2/2005 50013 49920.49 Cash Out Refinance 110 244412910 0 10/15/2005 175500 175204.17 Cash Out Refinance 124 244413008 0 9/15/2005 265617 265135.78 Cash Out Refinance 124 244413016 0 11/1/2005 162493.5 162090.77 Cash Out Refinance 110 244413126 0 11/1/2005 51800 51397.21 Cash Out Refinance 110 244413127 0 10/1/2005 65000 64897.04 Cash Out Refinance 124 244413174 0.5 11/15/2005 64000 63852.59 Cash Out Refinance 124 244413197 0.5 10/1/2005 101733.1 101633.66 Rate/Term Refinance 124 244413235 0.5 10/15/2005 199293.6 199118.62 Cash Out Refinance 124 244502599 0.5 11/12/2005 51060.64 50056.29 Rate/Term Refinance 110 244502600 0.5 11/14/2005 62500 60936.66 Rate/Term Refinance 110 244502643 0.5 10/19/2005 36641.16 30711.45 Cash Out Refinance 110 244502759 0.5 10/15/2005 56039.31 54884.9 Cash Out Refinance 110 244502808 0.5 10/1/2005 68333.63 67101.97 Cash Out Refinance 110 244502849 0.5 11/18/2005 64394.93 39984.22 Rate/Term Refinance 110 244503028 0.5 11/1/2005 58081.4 56700.56 Cash Out Refinance 110 244503040 0.5 11/1/2005 59493 57611.47 Cash Out Refinance 110 244503108 0.5 11/16/2005 28910.25 23859.93 Cash Out Refinance 110 244519218 0 11/15/2005 50150 49856.88 Cash Out Refinance 124 244519260 0 11/1/2005 50000 49910.14 Cash Out Refinance 124 244519290 0 11/1/2005 50000 49844.79 Cash Out Refinance 124 244519365 0 11/1/2005 95000 94411.21 Cash Out Refinance 110 244519534 0 11/1/2005 60000 59863.01 Cash Out Refinance 124 244519577 0 10/1/2005 73093.95 72971.05 Rate/Term Refinance 124 244519586 0 12/1/2005 75000 74621.64 Cash Out Refinance 124 244519636 0 11/1/2005 230850 230224.18 Cash Out Refinance 124 244519647 0 11/1/2005 126000 125124.22 Cash Out Refinance 124 244519666 0 11/15/2005 130597.7 130290.2 Cash Out Refinance 124 244519693 0 10/15/2005 123250 123060.8 Cash Out Refinance 124 244519705 0 11/1/2005 378400 377628.54 Rate/Term Refinance 124 244519723 0 10/15/2005 162550 162364.18 Rate/Term Refinance 124 244519746 0 11/15/2005 96627.2 96481.88 Cash Out Refinance 124 244519809 0 11/1/2005 86400 86299.82 Rate/Term Refinance 124 244519855 0.5 11/11/2005 127174.2 127086.97 Cash Out Refinance 110 244519856 0 10/15/2005 184800 184563.49 Rate/Term Refinance 124 244519938 0.5 11/1/2005 179092.48 178954.95 Cash Out Refinance 124 244519971 0.5 12/1/2005 101156.6 101072.3 Cash Out Refinance 124 244601454 0.5 11/5/2005 58690.77 57651.63 Cash Out Refinance 110 244601535 0.5 11/2/2005 21717.98 21101.14 Cash Out Refinance 110 244601707 0.5 10/15/2005 64000 62366.18 Cash Out Refinance 124 244815510 0 12/1/2005 50000 49317.82 Cash Out Refinance 124 244815782 0 11/1/2005 129600 129279.42 Rate/Term Refinance 124 244816010 0.5 11/6/2005 40304 40134.37 Cash Out Refinance 110 244900460 0.5 11/1/2005 18500 15268.98 Cash Out Refinance 110 244900463 0.5 11/1/2005 53836.52 53304.84 Cash Out Refinance 110 245002278 0.5 11/1/2005 40000 38686.3 Cash Out Refinance 110 245102695 0.5 10/1/2005 40000 38492.27 Purchase 124 245107772 0 11/1/2005 59791.5 59614.43 Purchase 110 245107802 0 10/15/2005 63750 63524.37 Cash Out Refinance 124 245107826 0 11/1/2005 127720 127125.05 Purchase 124 245107862 0 11/15/2005 282736 281546.67 Cash Out Refinance 153 245107897 0 10/15/2005 195415 194799.65 Cash Out Refinance 153 245107912 0 10/11/2005 55250 55119.89 Purchase 110 245107932 0 10/1/2005 168750 168440.49 Cash Out Refinance 124 245107934 0 11/1/2005 59500 59383.98 Purchase 153 245107941 0 11/1/2005 117000 116792.32 Purchase 124 245107942 0 10/1/2005 70000 69875.76 Cash Out Refinance 153 245107968 0.5 12/1/2005 115000 114803.87 Purchase 110 245204294 0.5 11/1/2005 84863.49 82168.96 Rate/Term Refinance 124 245211318 0 10/1/2005 74755 74185.28 Purchase 124 245212262 0 11/15/2005 75200 74980.49 Cash Out Refinance 124 245212306 0 11/1/2005 136800 136310.91 Purchase 124 245212323 0 11/1/2005 121600 121142.15 Purchase 124 245212334 0 10/15/2005 81600 81316.58 Cash Out Refinance 124 245212359 0 11/1/2005 363750 363750 Cash Out Refinance 124 245212362 0 11/15/2005 64800 64672.33 Purchase 124 245212380 0 10/1/2005 67500 67318.82 Cash Out Refinance 124 245212390 0 10/15/2005 52000 51881.15 Purchase 153 245212393 0 11/1/2005 66000 65831.62 Cash Out Refinance 124 245212400 0 10/15/2005 163800 163364.6 Rate/Term Refinance 124 245212402 0 11/1/2005 61800 61623.79 Cash Out Refinance 124 245212409 0 11/1/2005 90250 90031.21 Cash Out Refinance 124 245212433 0 10/1/2005 70200 70061.65 Purchase 124 245212486 0 11/1/2005 71010 70864.62 Purchase 124 245212491 0 11/1/2005 110000 109701.29 Rate/Term Refinance 124 245212502 0 9/15/2005 79500 79414.61 Cash Out Refinance 124 245212515 0 11/1/2005 88328 88152.59 Purchase 124 245212568 0.5 11/15/2005 99000 98844.16 Purchase 124 245212585 0.5 11/1/2005 124906 124767.86 Purchase 124 245212702 0.5 12/1/2005 73629 73559.13 Purchase 124 245305109 0 12/1/2005 152592 151654.32 Purchase 124 245305183 0 10/15/2005 139993 139353.29 Purchase 124 245305204 0 11/1/2005 76000 75730.98 Purchase 124 245305210 0 11/1/2005 105520 105074.05 Purchase 124 245305236 0 9/15/2005 133110 132949.78 Purchase 124 245305258 0.5 11/1/2005 172396 172196.88 Cash Out Refinance 124 245305264 0.5 12/1/2005 114595 114468.03 Cash Out Refinance 124 245305287 0.5 11/15/2005 69300 69257.14 Purchase 124 245305325 0.5 11/15/2005 78795 78727.82 Purchase 124 245305330 0.5 11/15/2005 38600 38580.19 Cash Out Refinance 115 245305334 0.5 11/15/2005 93760 93675.24 Purchase 124 245305337 0.5 11/14/2005 23440 23428.94 Purchase 110 245409060 0 10/15/2005 139050 138495.21 Purchase 153 245409066 0 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11/1/2005 136000 136000 Purchase 124 245409347 0.5 11/15/2005 74000 73965.83 Purchase 124 245409359 0.5 12/1/2005 28000 27984.38 Cash Out Refinance 110 245409377 0.5 11/1/2005 312000 312000 Purchase 153 245409382 0.5 12/1/2005 221360 221360 Purchase 153 245409401 0.5 11/16/2005 53000 52970.13 Cash Out Refinance 115 245409403 0.5 11/1/2005 37000 36985.13 Cash Out Refinance 115 245409412 0.5 11/1/2005 63600 63564.15 Cash Out Refinance 115 245605782 0 11/1/2005 26363 26000.77 Purchase 110 245606032 0.5 12/15/2005 195500 194777.74 Cash Out Refinance 124 245606090 0 10/1/2005 101000 100747.6 Purchase 124 245606127 0.5 11/1/2005 80000 79903.72 Cash Out Refinance 124 245606148 0 11/1/2005 117600 117162.48 Purchase 124 245606152 0 10/1/2005 123360 123360 Purchase 124 245606166 0 11/1/2005 98400 98140.94 Purchase 124 245606184 0 11/1/2005 56000 55890.7 Purchase 124 245606190 0 11/1/2005 64000 63756.61 Purchase 124 245606193 0 9/15/2005 83200 82935.75 Purchase 124 245606208 0 11/1/2005 128000 127649.46 Purchase 124 245606217 0 10/15/2005 95400 95206.65 Purchase 124 245606232 0 10/15/2005 94500 94298.61 Cash Out Refinance 124 245606243 0 11/15/2005 101700 101535.17 Purchase 124 245606244 0 11/1/2005 52200 52092.74 Purchase 110 245606264 0 11/1/2005 84000 83635.27 Cash Out Refinance 124 245606277 0.5 11/1/2005 50150 50105.33 Purchase 110 245606301 0 11/1/2005 84915 84744.66 Purchase 124 245606316 0.5 12/1/2005 180000 179475.14 Purchase 124 245606323 0.5 11/1/2005 106000 105878.82 Cash Out Refinance 124 245606324 0.5 11/15/2005 77850 77809.63 Purchase 124 245606371 0.5 12/1/2005 50000 49915.31 Cash Out Refinance 124 245707959 0 11/15/2005 100980 100447.57 Cash Out Refinance 153 245707972 0 11/16/2005 247200 246070.43 Cash Out Refinance 110 245707991 0 11/1/2005 350000 348502.63 Cash Out Refinance 110 245707993 0 11/15/2005 206040 205201.98 Purchase 124 245708000 0 10/15/2005 269600 269600 Purchase 124 245708006 0 11/1/2005 146250 145686.48 Cash Out Refinance 153 245708015 0 11/1/2005 176000 176000 Purchase 153 245708032 0 11/15/2005 187200 186529.94 Cash Out Refinance 153 245708034 0 12/1/2005 96000 95609.6 Rate/Term Refinance 153 245708041 0 11/1/2005 254733 253888.78 Purchase 153 245708044 0 11/1/2005 204000 204000 Purchase 124 245708048 0 10/15/2005 119737 119233.31 Rate/Term Refinance 153 245708052 0 11/1/2005 396473 394921.94 Purchase 153 245708059 0 11/1/2005 316000 314637.53 Purchase 124 245708062 0 11/1/2005 188400 187603.34 Purchase 153 245708064 0 10/1/2005 180250 179652.63 Cash Out Refinance 153 245708065 0 9/15/2005 273600 273600 Purchase 124 245708078 0 11/1/2005 185400 183412.57 Cash Out Refinance 110 245708080 0 11/1/2005 152440 151900.13 Cash Out Refinance 153 245708083 0 10/15/2005 265500 264613.16 Purchase 153 245708085 0 10/15/2005 202704 202704 Cash Out Refinance 153 245708087 0 11/1/2005 227424 227424 Cash Out Refinance 153 245708088 0 11/1/2005 228000 227130.86 Cash Out Refinance 124 245708102 0 11/1/2005 341960 341960 Cash Out Refinance 153 245708105 0 11/1/2005 124000 123617.18 Purchase 124 245708116 0 10/15/2005 166087 165789.16 Cash Out Refinance 153 245708123 0 10/1/2005 297600 296741.4 Purchase 124 245708126 0 11/1/2005 144000 143559.83 Cash Out Refinance 124 245708133 0 11/1/2005 92412 92412 Purchase 124 245708148 0 10/15/2005 156560 156090.08 Cash Out Refinance 153 245708156 0 11/1/2005 141831 141468.45 Purchase 124 245708158 0 11/15/2005 150000 149736.1 Cash Out Refinance 124 245708159 0 11/15/2005 244000 243431.15 Purchase 153 245708164 0 10/15/2005 144900 144561.53 Cash Out Refinance 153 245708165 0 10/15/2005 123600 123309.18 Cash Out Refinance 153 245708171 0 11/1/2005 210120 209477.22 Cash Out Refinance 153 245708174 0 10/1/2005 178190 177748.38 Cash Out Refinance 110 245708190 0.5 12/1/2005 123600 123599.99 Purchase 124 245708197 0 10/13/2005 93526 93349.48 Cash Out Refinance 110 245708241 0.5 11/2/2005 313240 312251.22 Cash Out Refinance 110 245708243 0.5 11/1/2005 109344 109172.88 Rate/Term Refinance 153 245708256 0.5 11/15/2005 117008 116795.44 Cash Out Refinance 153 245708260 0.5 11/15/2005 227630 227105.16 Cash Out Refinance 153 245708262 0.5 11/15/2005 195000 194669.79 Cash Out Refinance 153 245708298 0.5 11/1/2005 164000 163743.35 Cash Out Refinance 110 245708307 0.5 11/1/2005 229500 229115.17 Cash Out Refinance 153 245708341 0.5 11/1/2005 211150 211150 Cash Out Refinance 153 245708353 0.5 10/1/2005 138400 138134.13 Purchase 153 245708356 0.5 11/1/2005 208000 207940.64 Purchase 124 245708361 0.5 11/15/2005 184000 183847.68 Purchase 124 245708379 0.5 12/1/2005 258300 257822.25 Cash Out Refinance 153 245708411 0.5 11/15/2005 53000 52971.04 Purchase 115 246002252 0.5 11/1/2005 218500 213448.43 Cash Out Refinance 110 246002309 0.5 11/1/2005 191850 184812.42 Purchase 124 246002321 0.5 10/15/2005 112000 108940.42 Purchase 124 246009725 0 11/1/2005 153000 152339.03 Cash Out Refinance 124 246009733 0 10/15/2005 344000 344000 Purchase 124 246009753 0 11/1/2005 292000 292000 Rate/Term Refinance 124 246009776 0 11/1/2005 230000 229091.96 Cash Out Refinance 124 246009797 0 11/1/2005 368225 366493.23 Cash Out Refinance 124 246009802 0 11/1/2005 217500 216702.78 Cash Out Refinance 124 246009825 0 11/1/2005 111000 110632.1 Cash Out Refinance 124 246009833 0 11/1/2005 240000 238999.93 Cash Out Refinance 120 246009837 0 11/1/2005 435670 434869.99 Cash Out Refinance 124 246009840 0 11/1/2005 300000 298705.72 Cash Out Refinance 124 246009853 0 11/1/2005 350000 348807.87 Cash Out Refinance 124 246009855 0 11/1/2005 392000 390622.85 Rate/Term Refinance 120 246009859 0 11/1/2005 90400 90400 Purchase 110 246009899 0 12/1/2005 420000 420000 Purchase 124 246009901 0 11/1/2005 280997 280322.17 Cash Out Refinance 124 246009902 0 11/1/2005 284000 284000 Purchase 124 246009913 0 10/1/2005 123985 123985 Purchase 124 246009923 0 11/1/2005 220000 220000 Purchase 124 246009928 0 10/1/2005 442694 442694 Cash Out Refinance 124 246009935 0 11/1/2005 95288 95088.95 Cash Out Refinance 153 246009943 0 11/1/2005 433000 431697.86 Cash Out Refinance 124 246009944 0 11/1/2005 219627 219082.7 Rate/Term Refinance 153 246009990 0 11/1/2005 303992 303991.99 Purchase 124 246010003 0.5 11/1/2005 290000 289437.52 Cash Out Refinance 124 246010011 0 11/1/2005 232000 232000 Rate/Term Refinance 153 246010072 0.5 12/1/2005 360000 360000 Cash Out Refinance 124 246010113 0.5 11/1/2005 585000 584204.33 Cash Out Refinance 124 246010128 0.5 11/1/2005 176900 176553.85 Cash Out Refinance 124 246010136 0.5 12/1/2005 226225 226225 Cash Out Refinance 124 246010140 0.5 11/1/2005 348000 348000 Rate/Term Refinance 124 246010154 0.5 12/1/2005 235920 235920 Purchase 153 246010157 0.5 11/1/2005 29000 28983.99 Cash Out Refinance 115 246010165 0.5 11/1/2005 392000 392000 Purchase 124 246010166 0.5 11/1/2005 292000 292000 Rate/Term Refinance 124 246205341 0 11/15/2005 350000 349234.57 Cash Out Refinance 124 246205356 0 10/15/2005 139200 138591.07 Purchase 124 246205371 0 10/6/2005 140000 139413.76 Purchase 110 246205376 0 11/15/2005 308750 307325.57 Cash Out Refinance 153 246205382 0 11/1/2005 55000 54822.48 Cash Out Refinance 124 246205387 0 11/1/2005 251328 250357.38 Purchase 153 246205398 0 11/1/2005 279517.5 278707 Purchase 124 246205408 0 11/15/2005 233600 233599.99 Purchase 124 246205414 0 10/15/2005 200000 200000 Cash Out Refinance 124 246205426 0 10/1/2005 72250 72053.7 Purchase 124 246205429 0 11/1/2005 366400 365245.76 Cash Out Refinance 124 246205432 0 10/15/2005 128112 127616.27 Cash Out Refinance 124 246205469 0 11/15/2005 142400 142063.55 Purchase 153 246205490 0.5 11/15/2005 127500 127386.47 Cash Out Refinance 124 246205504 0.5 11/15/2005 127800 127609.32 Cash Out Refinance 124 246205506 0.5 11/1/2005 518500 517645.8 Rate/Term Refinance 153 246205526 0.5 11/1/2005 181000 180801.1 Cash Out Refinance 110 246205531 0.5 11/1/2005 161350 160933.53 Cash Out Refinance 110 246205593 0.5 12/1/2005 126735 126735 Purchase 124 246205602 0.5 11/1/2005 25500 25482.89 Cash Out Refinance 110 246300602 0.5 10/15/2005 115110 111638.23 Purchase 124 246404433 0 11/1/2005 120000 119507.78 Cash Out Refinance 124 246404482 0 10/1/2005 392000 391077.02 Cash Out Refinance 153 246404488 0.5 11/1/2005 475500 474413.27 Cash Out Refinance 153 246404490 0 11/1/2005 400629 400629 Rate/Term Refinance 124 246404501 0.5 11/1/2005 246148 246127.49 Cash Out Refinance 124 246404542 0.5 12/1/2005 184950 184859.97 Cash Out Refinance 124 246404591 0.5 12/1/2005 94000 93947.02 Cash Out Refinance 110 246501504 0.5 10/1/2005 121185 116049.65 Purchase 124 246701128 0.5 11/1/2005 52800 51472.85 Purchase 110 246704911 0 10/1/2005 124320 124320 Purchase 124 246704929 0 11/1/2005 57600 57400.19 Purchase 124 246704934 0 11/1/2005 324862 323863.94 Cash Out Refinance 124 246704938 0 11/1/2005 94350 93967.1 Cash Out Refinance 124 246704971 0 10/15/2005 255000 254301.73 Cash Out Refinance 124 246704991 0 11/1/2005 126350 126059.01 Rate/Term Refinance 110 246704997 0 10/15/2005 115200 114944.45 Purchase 124 246705000 0.5 10/1/2005 74400 74315.83 Purchase 124 246705025 0.5 11/1/2005 80910 80800.56 Purchase 124 246705039 0.5 11/1/2005 201450 200926.71 Cash Out Refinance 124 246801580 0.5 10/1/2005 66600 64945.54 Rate/Term Refinance 124 246808107 0 10/15/2005 98800 98322.29 Purchase 124 246808109 0 10/1/2005 86450 86170.49 Cash Out Refinance 124 246808134 0 10/1/2005 60000 59879.96 Cash Out Refinance 110 246808135 0 10/1/2005 154800 154228.67 Purchase 124 246808149 0 10/1/2005 138600 138137.82 Purchase 124 246808169 0 12/1/2005 83230 82878.04 Purchase 153 246808180 0 11/1/2005 92000 91728.64 Cash Out Refinance 153 246808192 0 11/1/2005 114665 114345.26 Purchase 153 246808204 0 11/1/2005 60000 59770.46 Purchase 124 246808208 0 9/15/2005 68000 67826.16 Purchase 153 246808212 0 10/15/2005 94400 94143.18 Purchase 124 246808218 0 11/1/2005 150000 149667.85 Cash Out Refinance 124 246808229 0 10/1/2005 87300 87085.73 Purchase 124 246808235 0 11/1/2005 60000 59864.62 Purchase 124 246808240 0 11/5/2005 72200 72059.51 Cash Out Refinance 110 246808359 0.5 11/1/2005 102295 102141.15 Cash Out Refinance 110 246808392 0.5 11/1/2005 96152 95983.7 Purchase 110 246903676 0 11/1/2005 272020 272020 Cash Out Refinance 124 246903716 0 10/15/2005 189924 189586.92 Cash Out Refinance 124 246903725 0 11/1/2005 123600 123346.99 Cash Out Refinance 124 246903734 0 10/15/2005 66400 66168.66 Purchase 124 247301053 0.5 10/15/2005 103860 101372.11 Cash Out Refinance 124 247305256 0 11/1/2005 113009 113009 Purchase 153 247305460 0 10/1/2005 279012 278017.47 Cash Out Refinance 124 247305463 0 11/1/2005 209950 208989.32 Cash Out Refinance 153 247305501 0 11/15/2005 205200 204642.6 Purchase 153 247305511 0.5 11/1/2005 177888 177426.02 Rate/Term Refinance 153 247305512 0 11/1/2005 205339.2 205339.2 Purchase 153 247305565 0.5 11/15/2005 114800 114800 Purchase 153 247305566 0.5 11/1/2005 278516 278516 Cash Out Refinance 153 247305577 0.5 11/1/2005 264000 263643.82 Cash Out Refinance 124 247305585 0.5 12/1/2005 207000 206745.7 Purchase 153 247305595 0.5 11/1/2005 89600 89496.51 Purchase 153 247305598 0.5 11/1/2005 176112 175739.16 Purchase 153 247305602 0.5 11/1/2005 122400 122217.75 Purchase 124 247305618 0.5 11/15/2005 67000 66963.32 Purchase 110 247305632 0.5 11/1/2005 257400 257400 Cash Out Refinance 153 247305634 0.5 11/1/2005 294516 294516 Cash Out Refinance 153 247305651 0.5 11/9/2005 75000 74958.17 Purchase 115 247305662 0.5 11/13/2005 23400 23387.99 Purchase 115 247305664 0.5 11/15/2005 110000 109906.21 Purchase 124 247305671 0.5 11/1/2005 79600 79561.66 Rate/Term Refinance 110 247404265 0 10/1/2005 70000 69826.14 Cash Out Refinance 124 247404400 0 11/6/2005 110544 110194.99 Purchase 110 247404470 0 11/1/2005 175200 175200 Purchase 124 247404480 0 11/1/2005 170000 169420.83 Cash Out Refinance 153 247404484 0 11/1/2005 108950 108536.54 Rate/Term Refinance 153 247404485 0 11/1/2005 72806 72615.93 Purchase 153 247404496 0 11/1/2005 108000 107549.29 Cash Out Refinance 153 247404548 0 11/1/2005 93600 93131 Cash Out Refinance 124 247404557 0 11/6/2005 92185 91938.46 Cash Out Refinance 110 247404580 0 11/1/2005 76500 76298.8 Cash Out Refinance 124 247404585 0 11/1/2005 244350 243774.39 Purchase 153 247404591 0 11/1/2005 348000 344746.67 Cash Out Refinance 153 247404634 0 11/1/2005 67500 67352.35 Purchase 153 247404696 0.5 11/1/2005 56700 56616.54 Purchase 110 247404710 0 10/12/2005 57690 57228.77 Purchase 110 247404721 0 10/1/2005 150980 150754.94 Cash Out Refinance 153 247404737 0.5 12/1/2005 80000 79735.59 Purchase 153 247404807 0.5 10/15/2005 91195 91071.95 Cash Out Refinance 153 247404811 0.5 11/15/2005 73900 73855.23 Purchase 124 247404832 0.5 11/1/2005 265019 264728.38 Cash Out Refinance 110 247404840 0.5 11/1/2005 147200 146911.75 Purchase 124 247404845 0.5 11/1/2005 107840 107664.43 Purchase 153 247404896 0.5 11/15/2005 72000 71947.62 Purchase 124 247404906 0.5 11/13/2005 18000 17994.43 Purchase 110 247404909 0.5 11/1/2005 64000 63941.57 Purchase 124 247404916 0.5 11/1/2005 144000 144000 Cash Out Refinance 153 247404931 0.5 10/15/2005 42100 42082.53 Purchase 110 247404937 0.5 12/1/2005 26000 25987.99 Rate/Term Refinance 110 247404955 0.5 11/1/2005 140080 139960.57 Purchase 124 247603159 0 11/16/2005 82400 82174.33 Purchase 110 247603250 0 11/1/2005 107100 106725.55 Rate/Term Refinance 153 247603281 0 11/1/2005 132000 131799.51 Cash Out Refinance 124 247603282 0 11/1/2005 60000 59755.46 Purchase 153 247603303 0 10/15/2005 120000 119811.9 Purchase 124 247603304 0 12/1/2005 132000 131532.53 Purchase 153 247603318 0 10/1/2005 104040 103600.03 Purchase 153 247603331 0.5 11/15/2005 91890 91829.83 Purchase 124 247603349 0 11/1/2005 94500 94333.19 Purchase 153 247603353 0.5 11/1/2005 94400 94161.5 Purchase 153 247603403 0.5 11/15/2005 88000 87847.8 Purchase 153 247603404 0.5 12/1/2005 85600 85483.56 Purchase 124 247603409 0.5 11/1/2005 214240 213832.36 Purchase 153 247603410 0.5 12/1/2005 60800 60688.68 Purchase 124 247603414 0.5 12/1/2005 235450 235038.05 Cash Out Refinance 153 247603446 0.5 11/1/2005 107312.5 107241.94 Purchase 124 247603453 0.5 11/15/2005 19800 19794.2 Purchase 110 248605215 0 11/1/2005 202400 202400 Purchase 153 248605221 0 11/1/2005 445000 444999.99 Cash Out Refinance 153 248605228 0 11/1/2005 108750 108059.21 Purchase 153 248605233 0 11/1/2005 251000 249776.88 Purchase 153 248605310 0 11/1/2005 126640 126640 Purchase 153 248605402 0 11/1/2005 23800 23611.08 Purchase 110 248605419 0 11/1/2005 140800 140800 Rate/Term Refinance 153 248605421 0 11/1/2005 280000 280000 Purchase 153 248605434 0 11/1/2005 269408 268279.46 Purchase 153 248605443 0 10/1/2005 103620 103620 Purchase 124 248605447 0 11/1/2005 135920 135322.46 Purchase 153 248605454 0 11/1/2005 162400 162400 Purchase 124 248605459 0 11/1/2005 243000 242999.99 Cash Out Refinance 124 248605460 0 11/1/2005 70400 70394.24 Purchase 124 248605465 0 11/1/2005 134000 134000 Purchase 153 248605471 0 11/1/2005 260000 260000 Purchase 153 248605474 0 11/1/2005 134800 134800 Purchase 124 248605478 0 11/1/2005 203960 203943.58 Purchase 153 248605481 0 11/1/2005 64948 64748.42 Cash Out Refinance 153 248605484 0 11/1/2005 65000 64825.32 Purchase 115 248605489 0 10/1/2005 195200 194390.54 Cash Out Refinance 124 248605492 0 11/1/2005 122755 122466.99 Purchase 110 248605499 0 11/1/2005 67500 67245.35 Purchase 110 248605502 0 11/1/2005 130500 130006.71 Purchase 124 248605504 0 11/1/2005 119920 119920 Purchase 153 248605505 0 11/1/2005 188000 188000 Purchase 153 248605509 0 11/1/2005 220200 220199.29 Purchase 124 248605514 0 11/1/2005 219900 218835.71 Purchase 153 248605527 0 11/1/2005 170000 169416.17 Cash Out Refinance 124 248605530 0 11/1/2005 141600 140965.32 Purchase 124 248605537 0 11/1/2005 50990 50847.77 Purchase 115 248605539 0 11/1/2005 475000 474907.97 Cash Out Refinance 153 248605541 0 12/1/2005 120000 119396.64 Purchase 153 248605546 0 11/1/2005 151200 150659.47 Purchase 153 248605547 0 10/1/2005 175200 175200 Purchase 124 248605549 0 11/1/2005 33980 33808.81 Purchase 115 248605551 0 11/1/2005 144500 144042.27 Purchase 153 248605552 0 11/1/2005 35400 35316.03 Purchase 115 248605553 0 11/1/2005 200000 199194.69 Purchase 124 248605554 0 11/1/2005 140000 139390.51 Purchase 153 248605561 0 11/1/2005 103600 103194.97 Purchase 153 248605562 0 11/1/2005 117000 117000 Cash Out Refinance 124 248605571 0 11/1/2005 15800 15740.17 Purchase 115 248605576 0 11/1/2005 214200 214200 Purchase 124 248605579 0 11/1/2005 152000 152000 Purchase 153 248605580 0 10/1/2005 70560 70415.43 Cash Out Refinance 124 248605582 0 11/1/2005 143200 142576.53 Purchase 124 248605583 0 11/1/2005 190800 190239.51 Cash Out Refinance 153 248605585 0 11/1/2005 141600 141600 Purchase 153 248605594 0 11/1/2005 100000 99532.23 Purchase 153 248605600 0 11/1/2005 33500 33421.39 Purchase 115 248605602 0 11/1/2005 206000 206000 Purchase 153 248605612 0 10/1/2005 95200 95199.98 Purchase 124 248605618 0 11/1/2005 129200 129199.99 Purchase 124 248605626 0 11/1/2005 17600 17453.26 Purchase 115 248605627 0 11/1/2005 122240 121625.39 Purchase 124 248605634 0 11/1/2005 128800 128699.59 Purchase 153 248605635 0 10/1/2005 168800 168800 Purchase 153 248605640 0 11/1/2005 25000 24943.18 Purchase 115 248605643 0 11/1/2005 35400 35300.8 Purchase 115 248605648 0 10/1/2005 204300 203521.62 Purchase 153 248605651 0 10/1/2005 167200 167199.97 Purchase 153 248605654 0 11/1/2005 98400 98083.94 Purchase 153 248605655 0.5 11/1/2005 121000 121000 Cash Out Refinance 124 248605656 0 12/1/2005 30000 29908.75 Purchase 115 248605661 0 11/1/2005 23800 23749.76 Purchase 115 248605663 0 11/1/2005 59067 58920.83 Purchase 115 248605665 0 10/1/2005 86000 85734.5 Cash Out Refinance 153 248605670 0 11/1/2005 288000 287997.21 Purchase 124 248605671 0 11/1/2005 136000 135575.95 Cash Out Refinance 124 248605677 0 11/1/2005 136000 136000 Purchase 153 248605681 0 11/1/2005 186300 185700.81 Purchase 153 248605683 0 11/1/2005 104800 104492.05 Purchase 153 248605685 0 11/1/2005 111160 111119.79 Purchase 153 248605689 0 10/1/2005 115360 115360 Purchase 124 248605690 0 11/1/2005 490000 488308.09 Cash Out Refinance 124 248605698 0 11/1/2005 132800 132800 Purchase 124 248605707 0 11/1/2005 39980 39908.34 Purchase 115 248605712 0 11/1/2005 32200 31902.29 Purchase 110 248605719 0 11/1/2005 26440 26404.16 Purchase 115 248605724 0 11/1/2005 27790 27626.07 Purchase 115 248605726 0 11/1/2005 34000 33956.66 Purchase 115 248605727 0 11/1/2005 47000 46908.35 Purchase 115 248605730 0 11/1/2005 200000 200000 Purchase 153 248605737 0 11/1/2005 392000 392000 Rate/Term Refinance 124 248605739 0 11/1/2005 58500 58375.63 Purchase 115 248605740 0 11/1/2005 149200 148259.27 Purchase 153 248605742 0 11/1/2005 136000 136000 Purchase 124 248605748 0 11/1/2005 41800 41707.41 Purchase 115 248605759 0 11/1/2005 100000 99635.44 Purchase 110 248605760 0 10/1/2005 113600 113292.03 Purchase 124 248605762 0 12/1/2005 30700 30629.22 Purchase 115 248605767 0 11/1/2005 86000 85758.58 Rate/Term Refinance 153 248605775 0 10/1/2005 270400 270400 Purchase 124 248605777 0 11/1/2005 33874 33804.37 Purchase 115 248605784 0 11/1/2005 50000 49719.3 Purchase 110 248605785 0 11/1/2005 221600 221599.99 Purchase 124 248605787 0 11/1/2005 81000 80878.26 Rate/Term Refinance 110 248605789 0 11/1/2005 130500 130160.26 Cash Out Refinance 124 248605794 0 11/1/2005 210400 210400 Purchase 124 248605798 0 11/1/2005 145800 145453.7 Cash Out Refinance 153 248605799 0 11/1/2005 260800 260800 Purchase 124 248605800 0.5 11/1/2005 234000 233999.99 Rate/Term Refinance 124 248605801 0 11/1/2005 211520 210671.39 Purchase 153 248605804 0 11/1/2005 156000 156000 Purchase 153 248605808 0 11/1/2005 66000 65886.4 Purchase 115 248605812 0 11/1/2005 252000 252000 Purchase 124 248605813 0 11/1/2005 437500 436030.06 Cash Out Refinance 124 248605817 0 11/1/2005 62400 62282.08 Purchase 115 248605818 0 10/1/2005 144000 143528.34 Purchase 153 248605826 0 11/1/2005 54000 53917.58 Purchase 115 248605836 0 10/1/2005 28400 28361.42 Purchase 115 248605840 0 11/1/2005 56000 55882.04 Cash Out Refinance 115 248605844 0 11/1/2005 165600 165600 Purchase 153 248605845 0 11/1/2005 126280 125909.03 Purchase 110 248605846 0 10/1/2005 26493 26460.74 Purchase 115 248605847 0 11/1/2005 36000 35917.94 Purchase 115 248605848 0 11/1/2005 39000 38922.32 Purchase 115 248605855 0 11/1/2005 31570 31509.72 Purchase 115 248605856 0 11/1/2005 68800 68639.58 Rate/Term Refinance 124 248605857 0 11/1/2005 247994 247422.7 Purchase 124 248605861 0 11/1/2005 277500 277058.66 Cash Out Refinance 153 248605863 0 11/1/2005 574000 572883.04 Cash Out Refinance 124 248605865 0.5 12/1/2005 208000 208000 Rate/Term Refinance 124 248605870 0 12/1/2005 245600 245600 Purchase 124 248605878 0 11/1/2005 116000 115742.68 Purchase 124 248605884 0 11/1/2005 264000 264000 Purchase 124 248605887 0 11/1/2005 17200 17174.67 Cash Out Refinance 115 248605897 0 11/1/2005 240000 239927.13 Purchase 124 248605899 0 11/1/2005 135920 135920 Purchase 124 248605902 0 10/1/2005 18300 18225.17 Cash Out Refinance 110 248605912 0.5 11/1/2005 135960 135767.45 Purchase 153 248605916 0 11/1/2005 35400 35287.7 Purchase 115 248605919 0.5 11/1/2005 128000 127936.51 Purchase 124 248605922 0 11/1/2005 41400 41315.36 Purchase 115 248605928 0 12/1/2005 45000 44922.93 Purchase 115 248605932 0.5 11/1/2005 240000 240000 Purchase 153 248605933 0 11/1/2005 64600 64499.1 Purchase 115 248605935 0.5 11/1/2005 159920 159920 Purchase 124 248605938 0.5 12/1/2005 234400 234399.99 Purchase 124 248605942 0.5 12/1/2005 351200 350251.57 Purchase 110 248605944 0.5 12/1/2005 395200 394345.73 Cash Out Refinance 124 248605948 0.5 11/1/2005 304000 304000 Purchase 124 248605952 0 11/1/2005 45200 45150.02 Purchase 115 248605953 0.5 11/1/2005 126900 126767.86 Purchase 124 248605954 0.5 11/1/2005 25980 25841.71 Purchase 110 248605955 0 11/1/2005 123200 123200 Purchase 153 248605956 0 11/1/2005 243000 242498.24 Cash Out Refinance 153 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Purchase 124 248606144 0.5 11/1/2005 230000 229714.54 Purchase 124 248606148 0.5 11/1/2005 159120 158901.36 Purchase 153 248606158 0.5 11/1/2005 202500 202192.41 Cash Out Refinance 110 248606161 0.5 11/1/2005 152800 152692.37 Purchase 124 248606164 0.5 11/1/2005 175000 174711.7 Cash Out Refinance 124 248606170 0.5 11/1/2005 148000 147783.98 Purchase 124 248606171 0.5 11/1/2005 290500 290164.5 Cash Out Refinance 124 248606183 0.5 12/1/2005 166400 166258.12 Purchase 124 248606184 0.5 11/1/2005 171900 171753.44 Purchase 124 248606187 0.5 12/1/2005 369000 368375.15 Cash Out Refinance 153 248606189 0.5 11/1/2005 100000 100000 Purchase 153 248606227 0.5 12/1/2005 71998 71906.04 Purchase 153 248606253 0.5 12/1/2005 41600 41585 Purchase 115 248606311 0.5 11/1/2005 34690 34676.38 Purchase 115 248606328 0.5 11/1/2005 16200 16194.21 Purchase 110 248606335 0.5 11/1/2005 58050 58023.76 Cash Out Refinance 110 248606338 0.5 12/1/2005 53000 52808.01 Cash Out Refinance 115 248606339 0.5 12/1/2005 53000 52918.18 Purchase 153 248606341 0.5 11/1/2005 37800 37773.53 Cash Out Refinance 115 248606346 0.5 12/1/2005 198000 197861.65 Purchase 124 248606352 0.5 12/1/2005 33778 33659.2 Purchase 110 248606363 0.5 11/1/2005 38200 38182.63 Purchase 110 248606369 0.5 11/1/2005 62000 61962.44 Purchase 115 248606370 0.5 11/1/2005 42670 42658.65 Purchase 115 248606383 0.5 12/1/2005 40000 39967.53 Purchase 110 248606420 0.5 11/1/2005 168987.75 168910.56 Purchase 153 249007080 0.5 11/10/2005 59812.63 58229.13 Cash Out Refinance 110 249007245 0.5 11/1/2005 49603.03 48404.14 Cash Out Refinance 110 249007449 0.5 10/1/2005 61352.41 60178.12 Cash Out Refinance 110 249007515 0.5 11/10/2005 35810 35250.56 Cash Out Refinance 110 249023305 0 11/15/2005 200990 200235.26 Cash Out Refinance 124 249023459 0 11/1/2005 36600 36453.03 Cash Out Refinance 110 249023575 0 11/1/2005 113701.7 113407.85 Cash Out Refinance 124 249023707 0 11/1/2005 121000 120773.8 Cash Out Refinance 124 249023733 0 11/15/2005 81697.35 81575.82 Cash Out Refinance 124 249023746 0 11/1/2005 68000 67897.77 Cash Out Refinance 110 249023873 0 11/1/2005 108250 108002.58 Cash Out Refinance 124 249023905 0 11/1/2005 139000 138666.13 Cash Out Refinance 124 249023942 0 11/1/2005 173858.4 173360.91 Cash Out Refinance 124 249023956 0 11/15/2005 150000 149752.88 Cash Out Refinance 110 249023972 0 11/1/2005 169200 168715.83 Rate/Term Refinance 124 249024064 0 10/1/2005 135900 135899.99 Cash Out Refinance 153 249024113 0.5 11/1/2005 92000 91911.03 Cash Out Refinance 124 249024114 0.5 11/15/2005 97392.9 97232.44 Cash Out Refinance 124 249024131 0.5 11/1/2005 116000 115779.28 Cash Out Refinance 124 249024171 0.5 11/15/2005 64921.4 64888.09 Cash Out Refinance 124 249024187 0.5 11/1/2005 418548 417949.27 Cash Out Refinance 124 249107149 0.5 11/14/2005 33745.92 28295.88 Cash Out Refinance 110 249107256 0.5 11/1/2005 58379.4 56400.27 Cash Out Refinance 110 249121123 0 11/1/2005 72848 72148.15 Cash Out Refinance 110 249121616 0 11/1/2005 36159.85 35999.1 Cash Out Refinance 110 249121650 0 11/1/2005 56000 55867.58 Cash Out Refinance 124 249121656 0 11/1/2005 31467 30785.39 Cash Out Refinance 110 249121766 0 11/1/2005 37733.2 37702.91 Cash Out Refinance 124 249121776 0 11/1/2005 210000 209325.56 Cash Out Refinance 124 249121795 0 11/1/2005 50000 49888.34 Cash Out Refinance 124 249121875 0 10/13/2005 35000 34818.61 Cash Out Refinance 110 249122003 0 11/1/2005 120000 119743.94 Cash Out Refinance 110 249122037 0 10/15/2005 72000 71825.82 Cash Out Refinance 124 249122072 0 11/1/2005 215000 214556.07 Cash Out Refinance 124 249122091 0 10/15/2005 76500 76395.94 Cash Out Refinance 124 249122104 0 11/1/2005 50000 49514.22 Cash Out Refinance 110 249122109 0 11/1/2005 50000 49894.14 Cash Out Refinance 110 249122110 0.5 11/15/2005 297500 297098.61 Rate/Term Refinance 124 249122157 0 10/15/2005 125600 125387.58 Cash Out Refinance 124 249122169 0.5 11/1/2005 256666 255972.85 Cash Out Refinance 124 249122173 0 10/15/2005 72392 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56000 55831.42 Cash Out Refinance 124 249226788 0 11/1/2005 99539 99249.34 Cash Out Refinance 124 249226805 0 10/1/2005 69246.9 69041.45 Cash Out Refinance 124 249226808 0 11/1/2005 172800 172241.63 Rate/Term Refinance 124 249226880 0 11/1/2005 50000 49837.24 Cash Out Refinance 124 249226901 0 11/1/2005 43200 43126.5 Cash Out Refinance 115 249226905 0 11/1/2005 51100 51008.22 Cash Out Refinance 124 249227002 0 11/1/2005 58100 58024.67 Cash Out Refinance 124 249227051 0 10/1/2005 64200 64112.22 Cash Out Refinance 124 249227063 0 11/1/2005 56250 56170.61 Cash Out Refinance 124 249227080 0 11/4/2005 72000 71768.07 Cash Out Refinance 110 249227165 0 11/1/2005 96588 96469.31 Rate/Term Refinance 124 249227218 0 11/1/2005 72000 71837.05 Cash Out Refinance 110 249227267 0 10/1/2005 100800 100696.92 Cash Out Refinance 110 249227271 0 11/1/2005 68000 67908.8 Cash Out Refinance 124 249227276 0.5 11/15/2005 62400 62302.35 Rate/Term Refinance 124 249227299 0 11/1/2005 176003.05 175518.46 Cash Out Refinance 124 249227311 0 11/1/2005 122613.95 122425.73 Cash Out Refinance 124 249227406 0.5 11/1/2005 316715 315702.93 Cash Out Refinance 124 249227426 0.5 12/1/2005 92000 91906.22 Cash Out Refinance 124 249227531 0.5 12/1/2005 60000 59920.08 Cash Out Refinance 124 249227545 0.5 12/1/2005 150000 149787.58 Cash Out Refinance 124 249227661 0.5 11/15/2005 122293.8 122213.16 Cash Out Refinance 124 249305518 0.5 11/1/2005 44800 28513.25 Cash Out Refinance 110 249305578 0.5 10/8/2005 76000 74615.53 Cash Out Refinance 110 249320533 0 10/15/2005 183000 182104.46 Rate/Term Refinance 124 249320689 0 11/1/2005 115411.5 114775.9 Cash Out Refinance 124 249320949 0 10/14/2005 52000 51667.16 Cash Out Refinance 110 249320999 0 11/1/2005 140052.6 139698.94 Cash Out Refinance 124 249321183 0 10/15/2005 39500 39415.4 Cash Out Refinance 124 249321329 0 11/1/2005 252000 251389.11 Cash Out Refinance 124 249321417 0 11/1/2005 31930 31835.41 Cash Out Refinance 110 249321418 0 11/1/2005 133850 133646.66 Cash 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36323.92 Cash Out Refinance 110 249522584 0 11/15/2005 114295.8 114194.02 Cash Out Refinance 124 249522676 0 11/1/2005 35000 34942.39 Cash Out Refinance 124 249522706 0 11/1/2005 57950 57674.91 Cash Out Refinance 110 249522766 0 11/1/2005 78650.8 78419.74 Cash Out Refinance 124 249522783 0 11/1/2005 480000 479343.86 Cash Out Refinance 124 249522798 0 11/1/2005 71939.55 71787.41 Rate/Term Refinance 124 249522816 0 10/12/2005 92500 92216.65 Cash Out Refinance 110 249522941 0 11/1/2005 35000 34915.93 Cash Out Refinance 124 249523026 0 11/1/2005 165000 164772.04 Cash Out Refinance 124 249523068 0 11/15/2005 228258.3 227823.43 Cash Out Refinance 124 249523114 0.5 11/9/2005 74000 73945.81 Cash Out Refinance 110 249523143 0.5 11/1/2005 136750.6 136448.19 Cash Out Refinance 124 249523148 0.5 10/1/2005 52148.9 52108.76 Cash Out Refinance 124 249523151 0.5 11/15/2005 65000 64885.54 Cash Out Refinance 124 249523160 0.5 12/1/2005 50000 49931.26 Cash Out Refinance 124 249523163 0.5 11/15/2005 150000 149909.12 Cash Out Refinance 124 249523183 0.5 11/15/2005 273666 273470.89 Cash Out Refinance 124 249523201 0.5 12/1/2005 135800 135513.84 Cash Out Refinance 124 249523210 0.5 11/1/2005 143431 143185.72 Cash Out Refinance 124 249523213 0.5 11/15/2005 165000 164728.17 Cash Out Refinance 124 249523439 0.5 12/1/2005 100000 99974.41 Cash Out Refinance 110 249602746 0.5 11/1/2005 33445.11 32629.1 Cash Out Refinance 110 249602976 0.5 10/1/2005 49600 48385.93 Cash Out Refinance 110 249615513 0 1/1/2006 35000 34607.33 Cash Out Refinance 124 249615515 0 11/1/2005 583552.5 581967.34 Cash Out Refinance 124 249615565 0 10/1/2005 39700 39359.23 Cash Out Refinance 110 249615644 0 10/15/2005 170980 170454.52 Cash Out Refinance 124 249615657 0 10/14/2005 41750 41585.95 Cash Out Refinance 110 249615842 0 10/15/2005 66431.2 65764.16 Cash Out Refinance 124 249615878 0 10/15/2005 96500 96360.2 Cash Out Refinance 153 249615942 0 11/1/2005 81000 80792.92 Cash Out Refinance 124 249616047 0 11/1/2005 281715 281086.01 Cash Out Refinance 124 249616081 0 10/15/2005 84550 84378.31 Rate/Term Refinance 124 249616099 0 10/1/2005 134219.3 133816.28 Cash Out Refinance 153 249616119 0 10/15/2005 153833 153554.3 Cash Out Refinance 124 249616183 0 11/1/2005 117184.55 117027.37 Cash Out Refinance 110 249616193 0 11/1/2005 46523.4 46454.91 Cash Out Refinance 110 249616281 0 11/15/2005 170274 170086.9 Cash Out Refinance 124 249616295 0 10/15/2005 124000 123792.06 Cash Out Refinance 153 249616315 0.5 11/15/2005 70026.3 69921.06 Cash Out Refinance 124 249616346 0 11/1/2005 63514.5 63446.81 Cash Out Refinance 124 249616352 0.5 10/15/2005 94039 93935.65 Cash Out Refinance 124 249616370 0.5 11/1/2005 171290.7 171075.91 Cash Out Refinance 124 249616385 0.5 11/15/2005 88054.7 87927.45 Cash Out Refinance 124 249616399 0.5 10/15/2005 157176 156978.92 Cash Out Refinance 124 249616451 0.5 11/1/2005 54300 54255.23 Cash Out Refinance 124 249616466 0 10/15/2005 77500 77431.86 Cash Out Refinance 120 249616474 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Refinance 124 249725222 0.5 11/15/2005 59953.05 59935.5 Cash Out Refinance 110 249725262 0.5 11/15/2005 134700 134636.48 Rate/Term Refinance 124 249800840 0.5 11/1/2005 22750 22122.24 Cash Out Refinance 110 249801014 0.5 10/1/2005 50048.01 48500.64 Cash Out Refinance 124 249802271 0.5 11/1/2005 37213.78 29408.35 Cash Out Refinance 124 249802655 0.5 11/1/2005 130500 126796.54 Rate/Term Refinance 124 249818257 0.5 11/8/2005 73000 72251.77 Cash Out Refinance 110 249818417 0.5 12/1/2005 150000 149632.05 Cash Out Refinance 117 250700062 0 10/15/2005 104500 104199.08 Purchase 124 250800095 0.5 11/15/2005 227205 226071.09 Cash Out Refinance 124 250800126 0 11/1/2005 208080 208080 Rate/Term Refinance 124 250800144 0 11/15/2005 133600 133600 Purchase 153 250800197 0 10/1/2005 193591.75 193591.74 Cash Out Refinance 124 250800212 0 10/1/2005 282800 282800 Cash Out Refinance 124 250800213 0 11/1/2005 51200 51044.3 Cash Out Refinance 124 250800216 0 11/1/2005 205632 204598.16 Purchase 124 250800222 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251100786 0.5 12/1/2005 43600 43541.53 Purchase 115 251100829 0.5 11/1/2005 220800 220359.28 Purchase 124 251100843 0.5 11/1/2005 502400 502400 Purchase 124 251100844 0.5 11/1/2005 80000 79964.98 Purchase 115 251100861 0.5 11/1/2005 67736 67707.59 Cash Out Refinance 115 251100872 0.5 12/1/2005 89600 89548.44 Purchase 110 251100893 0.5 11/1/2005 230400 230143.03 Purchase 124 251201053 0 11/1/2005 117000 116678.93 Cash Out Refinance 124 251201103 0 11/1/2005 64890 64682.02 Purchase 124 251201124 0 11/1/2005 225000 224234.99 Cash Out Refinance 124 251201196 0.5 11/15/2005 104490 104317.5 Purchase 124 251201206 0.5 11/1/2005 90000 89884.81 Purchase 124 251301254 0 10/1/2005 119483 119060.09 Cash Out Refinance 124 251301301 0 11/1/2005 57680 57520.41 Purchase 124 251301305 0 11/1/2005 76800 76645.43 Purchase 124 251301315 0 10/15/2005 209700 209201.36 Rate/Term Refinance 124 251301331 0 10/15/2005 87200 87055.72 Purchase 124 251400937 0 10/15/2005 73645 72723.91 Purchase 153 251400972 0 11/1/2005 119920 119491.21 Purchase 124 251401004 0 11/15/2005 207200 206513.31 Purchase 153 251401008 0 11/1/2005 84600 84195.9 Cash Out Refinance 153 251401040 0.5 12/1/2005 198970 198148.39 Rate/Term Refinance 153 251401062 0 11/1/2005 128250 127895.24 Cash Out Refinance 124 251401093 0 11/1/2005 264000 263838.32 Cash Out Refinance 153 251401143 0.5 11/15/2005 61800 61719.48 Cash Out Refinance 153 251401148 0.5 11/15/2005 212000 211608.13 Purchase 124 251401183 0.5 11/15/2005 37600 37581.5 Cash Out Refinance 110 251401198 0.5 11/1/2005 234000 233732.52 Cash Out Refinance 124 251401234 0.5 12/1/2005 50400 50376.73 Cash Out Refinance 110 251500889 0.5 11/15/2005 171000 169851.87 Rate/Term Refinance 153 251500916 0 11/15/2005 94760 94397.22 Purchase 153 251500941 0 10/15/2005 152440 151701.19 Cash Out Refinance 110 251500947 0 11/1/2005 230744 230573.99 Purchase 153 251500956 0 11/1/2005 171801 171121.61 Purchase 153 251500982 0 11/1/2005 155000 154542.88 Cash Out Refinance 153 251501002 0 11/1/2005 111350 111054.15 Purchase 153 251501028 0 11/1/2005 72000 72000 Purchase 153 251501032 0 11/1/2005 86000 85707.06 Purchase 153 251501044 0 11/1/2005 130290 130006.71 Purchase 153 251501047 0.5 12/1/2005 92000 91675.51 Purchase 110 251501065 0.5 11/1/2005 185141 184608.37 Rate/Term Refinance 153 251501070 0.5 12/1/2005 70000 69916.47 Cash Out Refinance 124 251501086 0.5 11/1/2005 264164 263276.12 Cash Out Refinance 153 251501135 0.5 11/1/2005 247200 247200 Cash Out Refinance 153 251501162 0.5 11/15/2005 31742 31726.38 Purchase 110 251501165 0.5 11/1/2005 68652 68534.61 Purchase 153 251501197 0.5 11/15/2005 168000 167824 Purchase 124 251501199 0.5 11/15/2005 51700 51680.74 Purchase 110 251600978 0 11/1/2005 82620 82167.4 Purchase 153 251601038 0 10/15/2005 127040 126399.79 Purchase 153 251601169 0 11/1/2005 134400 133831.69 Purchase 153 251601213 0 11/1/2005 23400 23306.47 Cash Out Refinance 110 251601218 0 9/15/2005 420160 419299.92 Cash Out Refinance 153 251601284 0.5 11/15/2005 200232 199851.02 Purchase 153 251601290 0.5 12/1/2005 109888 109553.25 Purchase 153 251601321 0.5 12/1/2005 180000 179703.46 Cash Out Refinance 110 251601351 0.5 11/15/2005 100800 100707.08 Purchase 153 251601352 0.5 11/8/2005 25200 25170.1 Purchase 110 251601362 0.5 11/1/2005 232000 232000 Purchase 153 251601373 0.5 11/1/2005 300000 299997.51 Cash Out Refinance 153 251601388 0.5 11/15/2005 110400 110287.97 Purchase 153 251601389 0.5 11/8/2005 27600 27519.65 Purchase 110 252004760 0 11/1/2005 135000 134499.04 Cash Out Refinance 124 252004802 0 11/1/2005 100579 100363.1 Rate/Term Refinance 124 252004856 0 11/1/2005 139520 139092.67 Purchase 153 252004868 0 10/15/2005 103300 103125.85 Purchase 153 252004887 0 10/1/2005 112000 111788.6 Cash Out Refinance 153 252004960 0.5 11/15/2005 75510 75427.03 Purchase 124 252005002 0.5 11/1/2005 82000 81900.09 Cash Out Refinance 153 252005034 0.5 11/1/2005 153000 152805.38 Cash Out Refinance 124 252005046 0.5 11/1/2005 245000 244686.46 Cash Out Refinance 124 252005053 0.5 12/15/2005 235000 234814.84 Purchase 124 252005082 0.5 11/9/2005 33000 32986.01 Purchase 110 252005096 0.5 11/1/2005 25000 24991.46 Cash Out Refinance 110 252005109 0.5 12/1/2005 31800 31785.16 Cash Out Refinance 110 252005137 0.5 11/1/2005 56700 56674.86 Purchase 124 252205402 0 10/1/2005 54980 54846.83 Cash Out Refinance 124 252205571 0 11/1/2005 177078 172554.06 Cash Out Refinance 124 252205656 0 11/1/2005 95161.5 94892.14 Cash Out Refinance 124 252205925 0 11/1/2005 52500 52403.88 Cash Out Refinance 124 252206168 0 11/1/2005 309886.5 309289.58 Cash Out Refinance 120 252206194 0 10/1/2005 90100 89879.1 Cash Out Refinance 120 252206225 0 11/1/2005 138750 138390.1 Purchase 124 252206278 0 10/15/2005 201225 200855.91 Cash Out Refinance 124 252206356 0 10/1/2005 155550 155190.94 Cash Out Refinance 124 252206398 0 10/15/2005 90000 89919.87 Cash Out Refinance 124 252206601 0.5 11/1/2005 71286 71219.21 Cash Out Refinance 124 252402166 0 11/1/2005 210000 206594.16 Cash Out Refinance 110 252405038 0 11/1/2005 170300 169634.26 Cash Out Refinance 124 252405039 0 10/1/2005 256500 255921.87 Purchase 124 252405092 0 11/13/2005 27000 26875.94 Cash Out Refinance 110 252405120 0 10/1/2005 311000 309940.44 Cash Out Refinance 124 252405199 0 10/15/2005 106300 106034.11 Cash Out Refinance 124 252405263 0 9/15/2005 200000 199593.36 Cash Out Refinance 124 252405272 0 11/1/2005 51513.6 51421.1 Cash Out Refinance 153 252405280 0 10/15/2005 25000 24921.25 Cash Out Refinance 110 252405303 0 11/1/2005 156750 156561.75 Cash Out Refinance 110 252405313 0 10/15/2005 182000 181754.44 Cash Out Refinance 124 252405353 0 11/1/2005 108125 107951.95 Rate/Term Refinance 124 252405394 0 11/15/2005 199500 199025.47 Cash Out Refinance 124 252405412 0 10/1/2005 169852.5 169534.32 Rate/Term Refinance 124 252405454 0 11/1/2005 35000 34910.72 Cash Out Refinance 110 252405458 0 10/1/2005 341960 341000.15 Cash Out Refinance 124 252405512 0 11/8/2005 56550 56462.36 Cash Out Refinance 110 252405569 0 10/1/2005 48000 47768.69 Cash Out Refinance 110 252405602 0 10/1/2005 48000 47934.24 Cash Out Refinance 124 252405626 0 10/15/2005 66431.2 66347.03 Cash Out Refinance 124 252405628 0 11/1/2005 291325 290918.24 Cash Out Refinance 124 252405643 0 11/1/2005 343500 342710.26 Cash Out Refinance 124 252405647 0 11/1/2005 70000 69826.93 Purchase 110 252405659 0.5 11/15/2005 112000 111849.2 Cash Out Refinance 124 252405679 0.5 11/1/2005 175500 175178.72 Cash Out Refinance 124 252405705 0.5 11/15/2005 166250 166067.32 Cash Out Refinance 110 252405711 0.5 11/15/2005 380058 379331.55 Cash Out Refinance 124 252405755 0.5 11/15/2005 403750 403234.28 Cash Out Refinance 124 252405768 0.5 11/1/2005 69000 68877.3 Cash Out Refinance 124 252405964 0.5 11/1/2005 81862.5 81829.61 Cash Out Refinance 124 252505413 0 11/1/2005 226000 225094.5 Purchase 124 252505561 0 11/1/2005 270000 269311.1 Cash Out Refinance 124 252505614 0 11/1/2005 176000 175459.27 Cash Out Refinance 124 252505651 0 11/15/2005 51000 50926.09 Purchase 124 252505665 0 11/1/2005 54493.5 54158.14 Rate/Term Refinance 110 252505667 0 11/15/2005 77700 77519.21 Cash Out Refinance 124 252505688 0 11/1/2005 104000 102985.82 Cash Out Refinance 124 252505751 0 11/1/2005 125000 124610.25 Cash Out Refinance 124 252505803 0 11/1/2005 61000 60875.12 Rate/Term Refinance 124 252505818 0.5 11/15/2005 50000 49933.35 Cash Out Refinance 124 252505825 0 11/15/2005 106250 105971.41 Cash Out Refinance 124 252505832 0 11/1/2005 104500 104287.81 Rate/Term Refinance 124 252505833 0 10/1/2005 183067.47 182507.86 Rate/Term Refinance 124 252505926 0 11/15/2005 136800 136608.2 Cash Out Refinance 124 252505944 0 10/15/2005 170100 169814.78 Cash Out Refinance 124 252505947 0 11/8/2005 104800 104668.59 Cash Out Refinance 110 252505948 0 10/15/2005 104637 104529.22 Cash Out Refinance 124 252505949 0 11/15/2005 65000 64907.01 Cash Out Refinance 124 252505955 0.5 11/1/2005 113000 112858.31 Cash Out Refinance 124 252505965 0.5 11/5/2005 119000 118269.67 Cash Out Refinance 110 252505978 0 11/15/2005 227000 226568.1 Cash Out Refinance 124 252505986 0 11/1/2005 165323.1 165029.67 Cash Out Refinance 110 252505991 0 10/15/2005 575000 573977.62 Cash Out Refinance 153 252506001 0 10/15/2005 380400 379762.13 Cash Out Refinance 124 252506011 0.5 11/15/2005 57000 56926.29 Cash Out Refinance 124 252506020 0.5 11/1/2005 110000 109805.49 Cash Out Refinance 110 252506124 0.5 11/1/2005 118800 118604.27 Cash Out Refinance 124 252506173 0.5 12/1/2005 80019.4 79899.16 Cash Out Refinance 124 252506180 0.5 12/1/2005 143000 142799.51 Cash Out Refinance 124 252607132 0 10/1/2005 50000 49816.93 Cash Out Refinance 124 252707582 0 11/12/2005 191750 190761.26 Cash Out Refinance 110 252707782 0 10/1/2005 52490 52292.76 Cash Out Refinance 124 252707984 0 10/1/2005 163058.4 162502.89 Cash Out Refinance 124 252708030 0 11/1/2005 134377.65 133927.96 Rate/Term Refinance 124 252708083 0 11/15/2005 137638.9 137267.19 Cash Out Refinance 124 252708333 0 9/15/2005 114540 114273.5 Cash Out Refinance 120 252708350 0 10/15/2005 605500 603987.18 Rate/Term Refinance 124 252708421 0 11/1/2005 60000 59177.25 Cash Out Refinance 110 252708476 0 11/1/2005 54000 53786.13 Rate/Term Refinance 124 252708675 0 9/15/2005 72666.5 72552.61 Cash Out Refinance 120 252708690 0 11/15/2005 178000 177466.58 Cash Out Refinance 153 252708818 0 11/1/2005 80536.1 79887.03 Rate/Term Refinance 110 252708921 0 10/1/2005 364000 362958.43 Cash Out Refinance 124 252708927 0 10/1/2005 428925 428135.1 Cash Out Refinance 124 252708933 0 10/15/2005 188100 187579.95 Cash Out Refinance 124 252708938 0 10/15/2005 120000 119804.68 Rate/Term Refinance 110 252709034 0 10/8/2005 59400 59023.76 Cash Out Refinance 110 252709055 0 11/1/2005 75313.5 75126.84 Rate/Term Refinance 110 252709086 0 10/1/2005 69246.9 69109.38 Cash Out Refinance 110 252709130 0 11/9/2005 76800 76673.47 Cash Out Refinance 110 252709134 0 11/1/2005 56699.1 56580.66 Cash Out Refinance 110 252709146 0 11/1/2005 306000 305124.41 Cash Out Refinance 124 252709184 0.5 11/1/2005 140000 139876.93 Cash Out Refinance 124 252709215 0.5 11/1/2005 79800 79712.49 Cash Out Refinance 124 252709352 0.5 11/1/2005 250000 249524.33 Cash Out Refinance 153 252709358 0.5 12/1/2005 169000 168887.69 Cash Out Refinance 124 252808305 0 11/1/2005 52318.5 52200.56 Cash Out Refinance 124 252808311 0 9/14/2005 42400.8 42347.79 Cash Out Refinance 115 252808444 0 11/15/2005 120000 119654.45 Cash Out Refinance 124 252808455 0 11/1/2005 72000 71742.59 Cash Out Refinance 124 252808550 0 11/1/2005 124000 123411.99 Cash Out Refinance 124 252808710 0 11/1/2005 30859 30565.83 Cash Out Refinance 110 252808831 0 9/1/2005 74376.3 74211.59 Cash Out Refinance 124 252808920 0 9/15/2005 52184.2 52147.62 Cash Out Refinance 124 252808973 0 10/1/2005 53200 53047.88 Cash Out Refinance 124 252808975 0 10/15/2005 183350 181805.22 Cash Out Refinance 110 252808993 0 11/1/2005 120000 119764.11 Cash Out Refinance 124 252808998 0.5 11/1/2005 95000 94857.21 Cash Out Refinance 110 252809011 0 11/1/2005 74400 74247.71 Cash Out Refinance 124 252809030 0.5 11/1/2005 35000 34971.44 Cash Out Refinance 124 252809049 0 11/1/2005 95014.5 93472.1 Rate/Term Refinance 110 252809056 0 11/15/2005 135250 135119.2 Cash Out Refinance 124 252809068 0 10/15/2005 70000 69866.8 Cash Out Refinance 124 252809080 0 11/1/2005 122400 122184.96 Cash Out Refinance 124 252809085 0.5 10/1/2005 73246.8 73037.19 Cash Out Refinance 124 252809170 0.5 10/15/2005 25000 24985.61 Cash Out Refinance 110 252809175 0 11/1/2005 101000 100776.68 Cash Out Refinance 124 252809178 0 11/1/2005 72239.05 72118.53 Rate/Term Refinance 124 252809191 0 11/1/2005 65152.8 65050.68 Cash Out Refinance 110 252809209 0 12/1/2005 50000 49910.36 Cash Out Refinance 124 252809216 0 12/1/2005 61146.9 61019.18 Cash Out Refinance 124 252809251 0.5 11/15/2005 61600 61549.26 Cash Out Refinance 124 252809315 0.5 11/15/2005 50000 49947.96 Cash Out Refinance 124 252809316 0.5 12/1/2005 140000 139196.52 Cash Out Refinance 124 252809323 0.5 11/15/2005 50000 49947.96 Cash Out Refinance 124 252809366 0.5 11/1/2005 100000 99817.97 Cash Out Refinance 124 252809451 0.5 11/15/2005 70000 69964.46 Cash Out Refinance 124 253004528 0 10/1/2005 201000 200221.96 Rate/Term Refinance 124 253004530 0 11/1/2005 96000 95709.42 Cash Out Refinance 124 253004689 0 11/1/2005 53003.8 52823.2 Rate/Term Refinance 124 253004723 0 11/1/2005 94500 93246.74 Cash Out Refinance 110 253004757 0 11/1/2005 108000 107588.57 Cash Out Refinance 124 253004911 0 11/1/2005 471812.5 469409.39 Cash Out Refinance 124 253005024 0 11/1/2005 40000 39928.14 Cash Out Refinance 110 253005093 0 11/1/2005 140400 140106.73 Cash Out Refinance 124 253005113 0 10/15/2005 171931 171571.89 Cash Out Refinance 124 253005171 0 11/1/2005 178000 177589.11 Rate/Term Refinance 124 253005176 0 11/6/2005 74400 74262.42 Cash Out Refinance 110 253005198 0 11/1/2005 107200 106893.25 Cash Out Refinance 124 253005261 0 10/13/2005 38360 38212.84 Cash Out Refinance 110 253005289 0 11/15/2005 272000 271353.92 Cash Out Refinance 124 253005338 0 11/1/2005 136800 136460.96 Cash Out Refinance 110 253005379 0 11/1/2005 293400 292597.62 Cash Out Refinance 124 253005409 0 11/1/2005 42400 42343.85 Cash Out Refinance 110 253005434 0 11/1/2005 270000 269440.59 Purchase 124 253005439 0 11/1/2005 133087 132860.33 Rate/Term Refinance 110 253005512 0 10/15/2005 160800 160494.05 Cash Out Refinance 124 253005530 0 11/1/2005 89078.2 88910.08 Cash Out Refinance 110 253005590 0 11/1/2005 200046.6 199657.33 Rate/Term Refinance 124 253005594 0.5 11/15/2005 25000 24964.71 Cash Out Refinance 110 253005609 0.5 11/15/2005 215600 215104.39 Cash Out Refinance 124 253005660 0.5 11/1/2005 116000 115779.28 Cash Out Refinance 124 253005861 0.5 11/1/2005 212000 211816.79 Cash Out Refinance 124 253006075 0.5 11/14/2005 37800 37786.66 Cash Out Refinance 110 253104391 0.5 11/1/2005 69722.1 69498.46 Cash Out Refinance 110 253203467 0.5 11/15/2005 87199.8 86374.83 Rate/Term Refinance 110 253203661 0 11/1/2005 81441 81100.84 Rate/Term Refinance 124 253203935 0 10/1/2005 167480 166849.45 Rate/Term Refinance 124 253203946 0 10/15/2005 132000 131531.87 Rate/Term Refinance 124 253204088 0 11/1/2005 33000 32778.91 Cash Out Refinance 110 253204222 0 11/1/2005 190000 189490.07 Cash Out Refinance 124 253204300 0 11/1/2005 127800 127446.85 Cash Out Refinance 124 253204309 0 11/1/2005 72000 71880.23 Cash Out Refinance 115 253204427 0 11/1/2005 67537.1 67414.73 Cash Out Refinance 110 253204450 0 11/10/2005 41600 41336.49 Cash Out Refinance 110 253204611 0 11/15/2005 232000 231558.58 Cash Out Refinance 124 253204715 0.5 11/1/2005 230000 229562.4 Cash Out Refinance 153 253204754 0.5 11/1/2005 245200.2 244733.65 Cash Out Refinance 153 253204926 0.5 11/1/2005 32200 32190.47 Cash Out Refinance 110 253303578 0 11/1/2005 315000 313997.73 Cash Out Refinance 124 253303642 0 11/1/2005 170000 169538.21 Cash Out Refinance 124 253303651 0 10/15/2005 37700 37554.4 Cash Out Refinance 110 253303652 0 11/15/2005 246000 245319.51 Cash Out Refinance 124 253303702 0 11/1/2005 35000 34589.4 Cash Out Refinance 110 253303818 0 11/15/2005 46000 45829.26 Cash Out Refinance 110 253303846 0 11/1/2005 50000 49850.16 Cash Out Refinance 124 253303959 0 10/15/2005 270000 269733.33 Cash Out Refinance 124 253304063 0 11/1/2005 125000 124642.31 Cash Out Refinance 124 253304133 0 11/1/2005 327250 326559.57 Cash Out Refinance 124 253304149 0.5 11/1/2005 50000 49915.34 Cash Out Refinance 124 253304188 0.5 11/15/2005 141058.5 140913.2 Cash Out Refinance 124 253304194 0.5 11/1/2005 105000 104894.09 Cash Out Refinance 124 253304269 0.5 12/1/2005 190000 189638.48 Cash Out Refinance 124 253304320 0.5 11/15/2005 80750 80676.72 Cash Out Refinance 124 253304423 0.5 11/1/2005 331000 330553.42 Cash Out Refinance 124 253304467 0.5 11/15/2005 190000 189765.08 Rate/Term Refinance 153 253401444 0.5 10/1/2005 21000 20809.13 Cash Out Refinance Fixed Rate 253402434 0 11/1/2005 114000 113594.73 Cash Out Refinance 153 253402476 0 11/1/2005 69700 69269.78 Rate/Term Refinance 110 253402667 0 11/1/2005 389500 388273.08 Cash Out Refinance 153 253402773 0 10/15/2005 159011.4 158856 Cash Out Refinance 124 253402776 0 11/1/2005 141000 140614.21 Rate/Term Refinance 124 253402849 0 11/1/2005 201225 200751.22 Cash Out Refinance 110 253402855 0 11/1/2005 199750 199265.53 Cash Out Refinance 124 253402864 0 10/15/2005 148500 148313.8 Cash Out Refinance 124 253402898 0.5 11/15/2005 163200 163048.7 Cash Out Refinance 124 253402905 0.5 11/1/2005 118519.3 118430.8 Rate/Term Refinance 124 253402918 0 11/1/2005 51300 51212.62 Cash Out Refinance 124 253503284 0 11/1/2005 84800 84675.91 Cash Out Refinance 115 253503476 0 12/15/2005 59562.6 59322.12 Cash Out Refinance 120 253503546 0 10/15/2005 131000 130114.91 Cash Out Refinance 124 253503827 0 10/15/2005 101000 100805.73 Purchase 124 253504024 0 10/1/2005 313200 312372.27 Cash Out Refinance 124 253504036 0 11/1/2005 458000 456810.34 Cash Out Refinance 124 253504206 0.5 12/1/2005 124558.5 124321.51 Cash Out Refinance 124 253504251 0.5 12/1/2005 392999 392606.74 Cash Out Refinance 124 253603332 0 9/15/2005 35000 34935.44 Cash Out Refinance 124 253603370 0 11/1/2005 40000 39137.59 Cash Out Refinance 124 253603384 0 11/1/2005 83000 82700.29 Purchase 124 253603491 0 11/1/2005 50000 49821.16 Cash Out Refinance 124 253603508 0 11/1/2005 50000 49915 Cash Out Refinance 124 253603544 0 11/1/2005 60800 60631.82 Cash Out Refinance 124 253603779 0 10/15/2005 50000 49901.77 Cash Out Refinance 124 253603784 0 11/1/2005 54400 54319.07 Cash Out Refinance 124 253603811 0 11/1/2005 107250 107122.65 Cash Out Refinance 124 253603841 0 11/1/2005 159200 158893.34 Cash Out Refinance 110 253603863 0 10/15/2005 90300 90076.51 Cash Out Refinance 124 253603871 0 11/8/2005 65000 64355.44 Cash Out Refinance 110 253603898 0.5 2/1/2006 50000 49930.6 Cash Out Refinance 124 253603922 0.5 10/15/2005 62000 61949.75 Cash Out Refinance 124 253603965 0.5 11/1/2005 90000 89892.2 Cash Out Refinance 124 253603974 0.5 10/15/2005 86250 86148.31 Cash Out Refinance 124 253604021 0.5 11/15/2005 80000 79873.54 Cash Out Refinance 124 253604091 0.5 11/1/2005 50000 49907.98 Cash Out Refinance 124 253604107 0.5 12/1/2005 50000 49955.57 Cash Out Refinance 124 253604119 0.5 11/1/2005 69600 69540.73 Cash Out Refinance 124 253604151 0.5 11/15/2005 75000 74965.01 Cash Out Refinance 124 253704663 0 10/15/2005 230000 228175.36 Cash Out Refinance 124 253705301 0 10/15/2005 50000 49935.14 Cash Out Refinance 110 253705354 0 11/1/2005 56000 55876.53 Cash Out Refinance 115 253705381 0 12/14/2005 35000 34939.76 Cash Out Refinance 115 253705524 0 11/1/2005 58380 58282.77 Cash Out Refinance 110 253705575 0 11/1/2005 375301.1 374057.32 Cash Out Refinance 124 253705590 0 10/7/2005 118000 117850.28 Cash Out Refinance 115 253705654 0 12/1/2005 31000 30786.29 Cash Out Refinance 110 253705672 0 10/15/2005 320597 319736.59 Rate/Term Refinance 120 253705708 0 11/1/2005 203019 202654.94 Cash Out Refinance 124 253705723 0 10/15/2005 311600 310679.18 Cash Out Refinance 124 253705852 0 11/1/2005 83500 83255.57 Cash Out Refinance 115 253705995 0.5 11/15/2005 500000 499440.22 Rate/Term Refinance 120 253706019 0.5 11/13/2005 75000 74907.87 Cash Out Refinance 110 253706029 0.5 11/15/2005 444548 443948.23 Cash Out Refinance 124 253706043 0 11/1/2005 239372 238840.12 Cash Out Refinance 124 253706061 0.5 11/15/2005 360195 359779.01 Cash Out Refinance 124 253706128 0.5 11/15/2005 242000 241539.56 Cash Out Refinance 124 253706130 0 10/1/2005 152931 152513.99 Cash Out Refinance 124 253706168 0.5 11/15/2005 397528.5 396861.28 Cash Out Refinance 124 253706176 0.5 11/1/2005 241470 241231.5 Cash Out Refinance 124 253706254 0.5 11/1/2005 466842 466256.63 Rate/Term Refinance 124 253706508 0.5 12/1/2005 277842.5 277616.51 Cash Out Refinance 124 253804826 0 11/1/2005 45500 45110.5 Cash Out Refinance 110 253804859 0 10/11/2005 123480 123279.1 Cash Out Refinance 115 253804930 0 11/1/2005 145350 144955.97 Rate/Term Refinance 124 253805045 0 12/1/2005 83000 82492.96 Cash Out Refinance 110 253805091 0 11/1/2005 635700 633881.02 Cash Out Refinance 124 253805098 0 11/1/2005 185504.5 185101.14 Cash Out Refinance 124 253805116 0 11/1/2005 155000 154757.06 Cash Out Refinance 124 253805173 0 10/15/2005 373000 372385.51 Cash Out Refinance 124 253805212 0.5 11/1/2005 58990 58867.08 Cash Out Refinance 124 253905227 0 11/14/2005 35760 35418.25 Cash Out Refinance 110 253905726 0 11/1/2005 380000 378359.24 Cash Out Refinance 124 253906095 0 10/14/2005 56000 55783.97 Cash Out Refinance 110 253906159 0 11/1/2005 150000 149610.36 Cash Out Refinance 124 253906161 0 10/15/2005 33400 33292.65 Cash Out Refinance 110 253906260 0 10/1/2005 274500 273714.44 Cash Out Refinance 124 253906311 0 11/15/2005 324862 324391.19 Cash Out Refinance 124 253906316 0 11/15/2005 125000 124762.16 Cash Out Refinance 124 254006509 0 10/13/2005 63600 63258.71 Cash Out Refinance 110 254006566 0 11/15/2005 301000 299749.45 Cash Out Refinance 124 254006629 0 11/1/2005 55000 54784.26 Cash Out Refinance 124 254006706 0 11/1/2005 320587.5 319495.29 Rate/Term Refinance 124 254006813 0.5 11/1/2005 124300.3 124189.62 Rate/Term Refinance 124 254006816 0 11/1/2005 177078 176474.68 Cash Out Refinance 124 254006880 0 11/15/2005 200000 199614.74 Cash Out Refinance 124 254007034 0 11/1/2005 87500 87257.86 Cash Out Refinance 124 254007036 0 11/1/2005 73600 73268.78 Rate/Term Refinance 124 254007056 0 11/1/2005 18400 18331.68 Cash Out Refinance 110 254007107 0 10/15/2005 392000 391254.16 Rate/Term Refinance 124 254007126 0 11/1/2005 67980 67793.04 Cash Out Refinance 110 254007145 0 10/1/2005 165651.5 165348.31 Cash Out Refinance 124 254007182 0 11/1/2005 198000 197669.67 Cash Out Refinance 124 254007288 0.5 10/15/2005 346500 346223.39 Rate/Term Refinance 124 254007361 0.5 11/1/2005 107000 106806 Cash Out Refinance 124 254104528 0 11/1/2005 265500 262500.97 Cash Out Refinance 124 254106092 0 10/1/2005 370000 368941.96 Rate/Term Refinance 124 254106264 0 10/15/2005 194000 193550.84 Cash Out Refinance 124 254106344 0 10/1/2005 131750 131495.78 Rate/Term Refinance 124 254106386 0 10/1/2005 423377.4 421705.9 Rate/Term Refinance 124 254106471 0 10/1/2005 46000 45834.27 Cash Out Refinance 110 254106543 0 10/1/2005 96500 96350.31 Cash Out Refinance 124 254106553 0 11/1/2005 67000 66740.73 Cash Out Refinance 110 254106747 0 11/1/2005 550000 549043.74 Cash Out Refinance 124 254106759 0 10/1/2005 55000 54930.93 Cash Out Refinance 124 254106783 0 11/15/2005 177000 176708.41 Cash Out Refinance 153 254106795 0 11/1/2005 180000 179484.93 Cash Out Refinance 153 254106817 0 10/15/2005 260000 259695.03 Cash Out Refinance 124 254106908 0 11/15/2005 301000 300427.31 Cash Out Refinance 124 254106922 0 10/15/2005 387000 386451.94 Cash Out Refinance 124 254107001 0.5 11/15/2005 220000 219597.26 Cash Out Refinance 124 254107065 0.5 11/1/2005 305862 305358.11 Cash Out Refinance 124 254107079 0.5 10/15/2005 117000 116941.22 Purchase 124 254107085 0.5 12/1/2005 255000 254514.82 Cash Out Refinance 124 254205357 0 10/1/2005 50000 49915.81 Cash Out Refinance 110 254205584 0 11/1/2005 523185 522158.62 Cash Out Refinance 124 254205672 0.5 11/1/2005 135000 134895.46 Cash Out Refinance 124 254205675 0 11/1/2005 152434.8 152043.57 Cash Out Refinance 110 254205682 0.5 11/1/2005 135000 134048.73 Cash Out Refinance 124 254205714 0.5 11/1/2005 172250 171837.18 Cash Out Refinance 124 254205739 0.5 11/15/2005 244323 244037.89 Cash Out Refinance 124 254205800 0.5 12/1/2005 248750 248476.66 Cash Out Refinance 124 254205977 0.5 11/1/2005 468000 468000 Rate/Term Refinance 124 254507692 0 11/15/2005 311183.6 309493.46 Cash Out Refinance 124 254507730 0 11/1/2005 35000 34770.34 Cash Out Refinance 110 254507798 0 9/15/2005 188725 188291.46 Cash Out Refinance 124 254508591 0 11/1/2005 145000 144686.13 Rate/Term Refinance 124 254508653 0 12/1/2005 40000 36858.76 Cash Out Refinance 110 254508701 0.5 11/1/2005 213750 213553.94 Cash Out Refinance 124 254508741 0 11/1/2005 241470 241146.17 Cash Out Refinance 124 254508744 0 11/1/2005 203602.5 203097.1 Cash Out Refinance 124 254508786 0 11/1/2005 94050 93843.53 Cash Out Refinance 110 254508819 0 11/1/2005 142000 141662.34 Cash Out Refinance 124 254508846 0 11/1/2005 100000 99713.85 Cash Out Refinance 124 254508891 0 11/1/2005 77000 76922.12 Cash Out Refinance 115 254508918 0.5 11/15/2005 246715 246447.15 Cash Out Refinance 124 254508995 0.5 11/12/2005 52000 51982.63 Cash Out Refinance 110 254509008 0 10/15/2005 145000 144734.56 Cash Out Refinance 124 254509049 0.5 11/1/2005 72500 72380.79 Cash Out Refinance 124 254509055 0.5 11/15/2005 140000 139927.42 Cash Out Refinance 124 254509109 0.5 12/1/2005 115262.4 115139.79 Cash Out Refinance 124 254509147 0.5 11/1/2005 52250 52228.55 Cash Out Refinance 124 254509158 0.5 11/1/2005 188725 188365.91 Cash Out Refinance 124 254509195 0.5 12/1/2005 70200 70176.42 Cash Out Refinance 110 254509259 0.5 11/1/2005 407646 407165.39 Cash Out Refinance 124 254509273 0.5 11/1/2005 96150 96119.6 Cash Out Refinance 110 254509306 0.5 12/1/2005 60000 59968.56 Cash Out Refinance 124 254607022 0 11/15/2005 267741 266716.84 Cash Out Refinance 124 254607120 0 10/1/2005 53800 53521.08 Rate/Term Refinance 110 254607148 0 11/1/2005 257082.5 256332.09 Cash Out Refinance 124 254607240 0 10/1/2005 81650 81495.9 Cash Out Refinance 124 254607377 0 12/1/2005 50000 49910.4 Cash Out Refinance 110 254607394 0 11/1/2005 226950 226371.87 Cash Out Refinance 124 254607409 0 11/1/2005 120735 120477.68 Cash Out Refinance 124 254607428 0 11/1/2005 337685.5 336504.76 Cash Out Refinance 124 254607440 0 11/1/2005 50000 49807.37 Cash Out Refinance 110 254607565 0 11/1/2005 432000 430928.33 Cash Out Refinance 110 254607591 0 10/15/2005 221520 221348.04 Cash Out Refinance 124 254607636 0 11/5/2005 111500 111333.62 Cash Out Refinance 110 254607651 0 12/1/2005 347089.4 346609 Cash Out Refinance 124 254607690 0.5 11/1/2005 58900 58867.82 Cash Out Refinance 110 254607705 0.5 11/15/2005 437500 437019.25 Cash Out Refinance 124 254706068 0 10/14/2005 35000 34946.59 Cash Out Refinance 115 254706292 0 11/1/2005 32400 32345.89 Purchase 115 254706338 0 10/1/2005 237500 236887.93 Cash Out Refinance 124 254706413 0 10/15/2005 130950 130712.76 Cash Out Refinance 124 254706453 0 11/15/2005 169029 168789.42 Cash Out Refinance 124 254706454 0.5 11/9/2005 40000 39960.06 Cash Out Refinance 110 254706506 0 11/1/2005 334813 333854.95 Cash Out Refinance 124 254706570 0 11/1/2005 178000 176917.07 Cash Out Refinance 110 254706585 0 10/15/2005 248700 248226.81 Cash Out Refinance 124 254706601 0 10/1/2005 136833 136649.48 Cash Out Refinance 124 254706621 0.5 11/15/2005 271250 270733.9 Cash Out Refinance 124 254706637 0 11/3/2005 164199.6 163969.39 Cash Out Refinance 110 254706648 0.5 11/15/2005 65000 64711.39 Cash Out Refinance 124 254706662 0.5 11/15/2005 347000 346339.5 Cash Out Refinance 124 254706670 0.5 11/15/2005 145320 145043.49 Cash Out Refinance 124 254706754 0.5 11/1/2005 155000 154705.08 Cash Out Refinance 124 254706829 0.5 11/1/2005 286391.5 285846.59 Cash Out Refinance 153 254808619 0 12/15/2005 35000 34196.06 Cash Out Refinance 124 254809462 0 11/1/2005 102570 102401.22 Cash Out Refinance 124 254809668 0 11/1/2005 65250 65182.53 Cash Out Refinance 110 254809798 0 11/1/2005 52000 51936.63 Cash Out Refinance 124 254809813 0 11/1/2005 53000 52936.93 Cash Out Refinance 110 254809819 0.5 12/1/2005 60000 59937.99 Cash Out Refinance 110 254809837 0 11/1/2005 81600 81450.01 Cash Out Refinance 124 254809841 0 11/1/2005 77350 77278.33 Cash Out Refinance 110 254809846 0 11/1/2005 50000 49943 Cash Out Refinance 110 254809852 0 11/1/2005 232000 231426.13 Cash Out Refinance 110 254809869 0 11/1/2005 50000 49095.1 Cash Out Refinance 110 254809880 0.5 12/1/2005 80160 80096.82 Cash Out Refinance 124 254809898 0 11/15/2005 65000 64935.79 Cash Out Refinance 124 254809930 0 11/1/2005 50000 49940.62 Cash Out Refinance 124 254809942 0 11/1/2005 50000 49909.02 Cash Out Refinance 110 254810033 0 10/15/2005 135200 135048.62 Cash Out Refinance 124 254810038 0 11/9/2005 50000 49929.15 Cash Out Refinance 110 254810285 0.5 11/1/2005 88000 87950.92 Cash Out Refinance 124 254908241 0 11/1/2005 60000 59419.23 Cash Out Refinance 124 254909984 0 11/15/2005 39000 38901.47 Cash Out Refinance 124 254910211 0 11/1/2005 52000 51927.66 Cash Out Refinance 124 254910429 0 11/1/2005 162320.61 162102.9 Rate/Term Refinance 124 254910432 0 11/15/2005 50000 49929.65 Cash Out Refinance 110 254910518 0 11/1/2005 56800 56723.8 Cash Out Refinance 124 254910539 0 11/1/2005 54000 53927.58 Cash Out Refinance 124 254910557 0 10/15/2005 106720 106546.59 Cash Out Refinance 110 254910573 0 10/1/2005 91000 90701.27 Cash Out Refinance 110 254910639 0 11/1/2005 98000 97820.62 Cash Out Refinance 110 254910655 0.5 11/15/2005 50000 49959.04 Cash Out Refinance 124 254910665 0 11/5/2005 88000 87032.08 Cash Out Refinance 110 254910775 0.5 12/1/2005 50000 49959.04 Cash Out Refinance 124 254911050 0.5 12/1/2005 88000 87956.71 Cash Out Refinance 124 255001194 0.5 11/19/2005 46500 42409.01 Cash Out Refinance 110 255001356 0.5 11/18/2005 49000 45286.91 Cash Out Refinance 110 255001363 0.5 11/1/2005 48750 47844.67 Cash Out Refinance 110 255001408 0.5 11/1/2005 43200 39305.5 Cash Out Refinance 110 255001426 0.5 11/1/2005 52000 43644.04 Cash Out Refinance 110 255102719 0.5 11/14/2005 29250 28274 Purchase 110 255103898 0.5 10/1/2005 66755.1 64695.62 Cash Out Refinance 110 255103917 0.5 11/1/2005 63200 53490.21 Cash Out Refinance 110 255103988 0.5 10/1/2005 41057.1 38029.96 Cash Out Refinance 110 255302046 0.5 10/1/2005 37000 34136.39 Cash Out Refinance 110 255302275 0.5 11/1/2005 36000 31535.4 Cash Out Refinance 110 255302284 0.5 11/1/2005 52000 38270.86 Cash Out Refinance 110 255302300 0.5 11/1/2005 39200 32598.19 Cash Out Refinance 110 255302601 0.5 10/7/2005 56393.37 47409.72 Cash Out Refinance 110 255302749 0.5 11/14/2005 39000 24445.05 Cash Out Refinance 110 255316280 0 10/1/2005 80000 79465.41 Cash Out Refinance 110 255318896 0 11/1/2005 76000 75739.28 Cash Out Refinance 124 255319032 0 10/1/2005 125600 125321.87 Cash Out Refinance 124 255319053 0 10/15/2005 68000 67925.62 Cash Out Refinance 124 255319068 0 11/1/2005 50000 49924.46 Cash Out Refinance 124 255319090 0 11/1/2005 56000 55903.82 Cash Out Refinance 124 255319185 0 10/15/2005 55000 54925.61 Cash Out Refinance 124 255319221 0 10/1/2005 81600 81426.08 Cash Out Refinance 124 255319294 0 10/1/2005 138400 138260.33 Cash Out Refinance 124 255319315 0 11/2/2005 50000 49816.92 Cash Out Refinance 110 255319319 0.5 11/15/2005 50000 49961.35 Cash Out Refinance 124 255319328 0 11/1/2005 54000 53807.14 Cash Out Refinance 110 255319351 0.5 11/1/2005 55500 55456.25 Cash Out Refinance 124 255319380 0 11/1/2005 90000 89770.6 Cash Out Refinance 110 255319402 0 11/15/2005 120000 119907.85 Cash Out Refinance 124 255319406 0 11/9/2005 100000 99835.24 Cash Out Refinance 110 255319463 0 11/9/2005 67500 67413.61 Cash Out Refinance 110 255319590 0.5 11/1/2005 251650 251373.47 Cash Out Refinance 124 255401269 0.5 10/1/2005 52500 51712.41 Cash Out Refinance 110 255401511 0.5 11/1/2005 44800 40935.27 Cash Out Refinance 110 255411430 0 10/1/2005 52843 49416.87 Cash Out Refinance 110 255412771 0 10/15/2005 63375 63132.72 Cash Out Refinance 124 255413487 0 11/15/2005 100000 99855.08 Cash Out Refinance 153 255413576 0 10/1/2005 72500 72432.83 Cash Out Refinance 110 255413646 0.5 11/1/2005 50000 49961.25 Cash Out Refinance 124 255413649 0 11/1/2005 60800 60714.2 Cash Out Refinance 124 255413717 0 12/1/2005 50000 49916.75 Cash Out Refinance 124 255413747 0 10/9/2005 78400 77377.11 Cash Out Refinance 110 255413750 0 11/15/2005 50000 49873.97 Cash Out Refinance 124 255413752 0.5 11/15/2005 94960.5 94816.26 Cash Out Refinance 124 255413771 0.5 12/1/2005 50000 49356.61 Cash Out Refinance 124 255413834 0.5 12/15/2005 50000 49980.01 Cash Out Refinance 124 255501729 0.5 11/1/2005 46400 45372.23 Cash Out Refinance 110 255501783 0.5 11/1/2005 40000 33874.92 Cash Out Refinance 110 255501785 0.5 10/1/2005 40000 34884.91 Cash Out Refinance 110 255602113 0.5 11/15/2005 37500 36632.53 Cash Out Refinance 110 255602269 0.5 11/14/2005 25000 24264.61 Cash Out Refinance 110 255602299 0.5 11/10/2005 40000 31839.84 Cash Out Refinance 110 255602590 0.5 11/1/2005 64000 62831.63 Cash Out Refinance 110 255615155 0 11/1/2005 197344 196262.48 Cash Out Refinance 124 255615253 0 11/1/2005 46200 46130.31 Cash Out Refinance 124 255615409 0 10/13/2005 59400 59147.23 Rate/Term Refinance 110 255615530 0.5 11/11/2005 60000 59323.45 Cash Out Refinance 110 255615609 0 11/1/2005 66500 66420 Cash Out Refinance 124 255615611 0 12/3/2005 50000 49699.66 Cash Out Refinance 110 255615613 0 11/1/2005 87675 87548.47 Cash Out Refinance 124 255615691 0 11/1/2005 78500 78126.42 Cash Out Refinance 110 255615694 0 10/1/2005 50000 49941.77 Cash Out Refinance 124 255615698 0 11/1/2005 60750 60628.31 Cash Out Refinance 124 255615731 0 11/1/2005 136000 135768.35 Cash Out Refinance 124 255615747 0.5 11/1/2005 165000 164726.02 Rate/Term Refinance 124 255615754 0 11/1/2005 111200 110924.41 Cash Out Refinance 124 255615760 0.5 11/15/2005 60000 59932.11 Cash Out Refinance 124 255615770 0.5 11/15/2005 50000 49953.15 Cash Out Refinance 124 255615779 0 11/5/2005 50000 49918.73 Cash Out Refinance 110 255615803 0 10/1/2005 71000 70880.29 Cash Out Refinance 124 255615812 0.5 10/15/2005 68800 68481.79 Rate/Term Refinance 124 255615816 0 11/15/2005 50000 49950.61 Cash Out Refinance 124 255615855 0.5 11/15/2005 76000 75929.55 Cash Out Refinance 124 255616068 0.5 11/15/2005 108750 108707.7 Cash Out Refinance 124 255616075 0.5 11/1/2005 61000 60904.53 Cash Out Refinance 124 255616087 0.5 10/15/2005 84000 83962.76 Cash Out Refinance 124 255702407 0.5 10/1/2005 50659.29 47396.14 Cash Out Refinance 110 255702452 0.5 10/1/2005 50400 49327.18 Cash Out Refinance 110 255702537 0.5 10/7/2005 97600 93352.36 Cash Out Refinance 110 255702611 0.5 11/14/2005 67950.19 66912.68 Cash Out Refinance 110 255714800 0 10/1/2005 232000 231436.41 Cash Out Refinance 124 255714807 0 10/15/2005 35000 34950.87 Cash Out Refinance 124 255715031 0 11/1/2005 51200 51060.14 Cash Out Refinance 124 255715040 0 10/10/2005 51200 50721.9 Cash Out Refinance 110 255715122 0 11/3/2005 55000 54406.67 Cash Out Refinance 110 255715130 0.5 11/15/2005 56000 55930.81 Cash Out Refinance 124 255715152 0.5 11/15/2005 50000 49980.88 Cash Out Refinance 124 255715178 0 10/15/2005 61500 61416.24 Cash Out Refinance 124 255715202 0 10/1/2005 58500 58408.3 Cash Out Refinance 124 255715229 0 11/1/2005 57000 56869.72 Cash Out Refinance 124 255715230 0.5 12/1/2005 132800 132681.75 Cash Out Refinance 124 255715248 0.5 12/1/2005 50000 49896.24 Cash Out Refinance 124 255715272 0 11/8/2005 50400 50336.14 Cash Out Refinance 110 255715284 0 10/15/2005 200500 200118.51 Cash Out Refinance 124 255715292 0.5 11/15/2005 80960 80837.01 Cash Out Refinance 124 255715337 0.5 11/15/2005 143500 143264.06 Cash Out Refinance 124 255715477 0.5 11/1/2005 72375 72307.89 Cash Out Refinance 124 255800655 0.5 10/1/2005 44800 44073.79 Cash Out Refinance 110 255800658 0.5 11/1/2005 43200 26599.4 Cash Out Refinance 110 255800724 0.5 11/1/2005 32000 26456.8 Cash Out Refinance 110 255800728 0.5 10/1/2005 36235.16 23704.84 Cash Out Refinance 110 255800943 0.5 11/1/2005 54400 50070.56 Cash Out Refinance 110 255811958 0 10/1/2005 63750 63390.8 Cash Out Refinance 124 255812457 0.5 10/15/2005 93750 92472.53 Cash Out Refinance 110 255812495 0 10/1/2005 66800 66680 Cash Out Refinance 124 255812505 0 11/1/2005 71400 70919.4 Cash Out Refinance 110 255812979 0 11/13/2005 50000 49947.17 Cash Out Refinance 110 255813030 0.5 11/1/2005 50000 49950.61 Cash Out Refinance 124 255813042 0 9/15/2005 71400 71319.48 Cash Out Refinance 124 255813107 0 11/1/2005 112500 112194.37 Cash Out Refinance 124 255813140 0.5 11/1/2005 50000 49750.99 Cash Out Refinance 110 255813161 0.5 10/1/2005 104000 103898.35 Cash Out Refinance 124 255813184 0 10/15/2005 57750 57665.69 Cash Out Refinance 124 255813223 0 12/1/2005 60000 59541.76 Cash Out Refinance 110 255813249 0 11/1/2005 65000 64694.64 Cash Out Refinance 110 255813261 0 11/1/2005 94640 94466.34 Cash Out Refinance 110 255813279 0 11/1/2005 82980 82800.66 Cash Out Refinance 110 255813285 0 11/1/2005 99520 99149.97 Cash Out Refinance 124 255813321 0 11/1/2005 50000 49788.42 Cash Out Refinance 124 255813334 0 11/5/2005 50000 49521.81 Cash Out Refinance 110 255813358 0.5 11/10/2005 50000 49765.37 Cash Out Refinance 110 255813465 0.5 11/1/2005 68700 68644.38 Cash Out Refinance 124 255813476 0.5 12/1/2005 70000 69879.12 Cash Out Refinance 124 255813481 0.5 11/1/2005 165231.27 164916.25 Cash Out Refinance 124 255813503 0.5 11/1/2005 89600 89527.55 Cash Out Refinance 124 255900826 0.5 10/20/2005 58800 57625.3 Cash Out Refinance 110 255901068 0.5 11/10/2005 28500 23615.53 Purchase 110 255901133 0.5 11/15/2005 46087.27 37990.96 Cash Out Refinance 110 255901140 0.5 12/1/2005 26049.81 22330.59 Cash Out Refinance 110 255901167 0.5 11/1/2005 23891.44 17951.52 Cash Out Refinance 110 255914085 0 10/15/2005 109875 109629.69 Cash Out Refinance 110 255914156 0 10/18/2005 51513.6 51089.07 Cash Out Refinance 110 255914243 0 11/1/2005 50000 49801.5 Cash Out Refinance 124 255914340 0 11/1/2005 114750 112436.17 Cash Out Refinance 110 255914341 0.5 11/1/2005 91500 91464.03 Cash Out Refinance 124 255914441 0 10/18/2005 28400 28299.2 Cash Out Refinance 110 255914486 0 11/1/2005 65700 65552.79 Cash Out Refinance 153 255914552 0 10/1/2005 50850 50642.21 Cash Out Refinance 110 255914564 0 11/2/2005 61600 61515.35 Cash Out Refinance 110 255914574 0.5 10/1/2005 55000 54895.35 Cash Out Refinance 124 255914584 0 11/15/2005 90000 89900.27 Cash Out Refinance 124 255914597 0 11/8/2005 86000 85873.21 Cash Out Refinance 110 255914794 0.5 11/1/2005 73000 72960.53 Cash Out Refinance 124 255914939 0.5 11/14/2005 39100 39084.16 Rate/Term Refinance 110 255914956 0.5 11/15/2005 50000 49972.4 Cash Out Refinance 124 255915082 0.5 11/19/2005 34800 34764.1 Cash Out Refinance 110 256100898 0.5 11/13/2005 63000 61714.08 Cash Out Refinance 110 256200437 0.5 10/15/2005 54659.45 53437.15 Cash Out Refinance 110 256200521 0.5 10/15/2005 64113.97 62815.34 Cash Out Refinance 110 256200589 0.5 10/1/2005 34903.32 29540.74 Cash Out Refinance 110 256211317 0 11/1/2005 61125.35 60757.86 Rate/Term Refinance 124 256211764 0 11/1/2005 244689 242455.57 Cash Out Refinance 110 256211810 0 11/1/2005 62550 62385.95 Rate/Term Refinance 124 256211814 0 11/1/2005 201400 200901.84 Rate/Term Refinance 124 256211853 0 10/1/2005 140250 139899.65 Cash Out Refinance 124 256211871 0 11/1/2005 116975 116745.05 Cash Out Refinance 124 256211872 0 10/1/2005 94039 93914.91 Cash Out Refinance 124 256211881 0 10/1/2005 67500 67135.3 Cash Out Refinance 110 256211910 0 10/1/2005 121256.6 120962.5 Rate/Term Refinance 124 256211928 0.5 11/15/2005 51294 51205.13 Cash Out Refinance 124 256211929 0 11/15/2005 132600 132352.52 Cash Out Refinance 124 256212002 0.5 10/1/2005 68416.5 68301.76 Rate/Term Refinance 124 256212045 0.5 11/1/2005 60367.5 60283.2 Cash Out Refinance 124 256412685 0 11/1/2005 87200 87036.98 Purchase 124 256412744 0 10/15/2005 63920 63670.19 Purchase 124 256412760 0 11/1/2005 25120 25086.49 Purchase 115 256412987 0 11/6/2005 15980 15961.7 Purchase 115 256412998 0 11/1/2005 135800 135561.43 Purchase 124 256413045 0 10/1/2005 15000 14976.84 Cash Out Refinance 115 256413110 0 11/1/2005 87200 86965.97 Purchase 124 256413116 0 11/1/2005 88909.6 88667.5 Rate/Term Refinance 153 256413119 0 11/1/2005 55000 54878.21 Cash Out Refinance 124 256413141 0 10/13/2005 35000 34884.28 Cash Out Refinance 110 256413289 0 11/1/2005 21800 21701.39 Purchase 110 256413320 0 11/1/2005 21800 21785.57 Purchase 115 256413423 0 11/15/2005 90000 89798.32 Cash Out Refinance 124 256413432 0 10/15/2005 135882 135650.56 Rate/Term Refinance 124 256413511 0 10/15/2005 17000 16974.87 Cash Out Refinance 115 256413572 0 11/15/2005 123200 122993.41 Rate/Term Refinance 124 256413603 0 11/8/2005 69200 69107.4 Rate/Term Refinance 110 256413641 0 11/1/2005 66000 65835.47 Cash Out Refinance 124 256413647 0 11/15/2005 63450 63356.92 Cash Out Refinance 124 256413667 0.5 11/1/2005 102210.5 102109.85 Cash Out Refinance 124 256413674 0 11/15/2005 105152.7 105014.59 Cash Out Refinance 124 256413695 0 11/15/2005 114300 114163.83 Cash Out Refinance 124 256413707 0 11/15/2005 86813.5 86718.1 Cash Out Refinance 124 256413723 0 10/15/2005 99920 99757.32 Purchase 124 256413729 0.5 11/15/2005 76000 75889.07 Rate/Term Refinance 124 256413799 0.5 11/1/2005 140000 139769.35 Rate/Term Refinance 124 256607981 0 11/1/2005 426000 423278.15 Rate/Term Refinance 124 256608494 0 11/1/2005 139500 138868.69 Purchase 124 256608530 0 10/15/2005 95700 95267.73 Cash Out Refinance 153 256608920 0 11/1/2005 178100 177770.66 Cash Out Refinance 110 256608969 0 10/15/2005 112207.6 112066.91 Cash Out Refinance 124 256609149 0 10/15/2005 340000 339626.38 Cash Out Refinance 153 256609177 0.5 12/1/2005 66000 65940.72 Cash Out Refinance 124 256609188 0.5 11/1/2005 82473.3 82406.03 Rate/Term Refinance 124 256609300 0.5 12/1/2005 151981 151691.83 Cash Out Refinance 124 256609369 0.5 12/1/2005 35000 34971.56 Cash Out Refinance 110 256708543 0 10/1/2005 125000 124670.91 Cash Out Refinance 110 256708572 0 11/1/2005 171362.3 170846.44 Cash Out Refinance 124 256708693 0 11/1/2005 105000 103545.39 Cash Out Refinance 110 256708701 0 11/1/2005 134700 133884 Cash Out Refinance 110 256708710 0 11/15/2005 316313 315145.24 Cash Out Refinance 124 256708791 0 11/1/2005 242274.9 241491.66 Cash Out Refinance 124 256708825 0 11/10/2005 85000 84774.16 Cash Out Refinance 115 256708849 0 11/1/2005 132107.5 131729.54 Cash Out Refinance 124 256708980 0 11/1/2005 38700 38650.36 Cash Out Refinance 115 256709052 0 10/1/2005 411729.5 411035.49 Cash Out Refinance 124 256709088 0 11/1/2005 508000 506574.1 Rate/Term Refinance 124 256709142 0 9/15/2005 177054 176877.27 Cash Out Refinance 124 256709144 0 11/1/2005 90200 90079.29 Cash Out Refinance 115 256709199 0.5 10/15/2005 180980 180651.89 Cash Out Refinance 124 256709209 0 11/1/2005 249519 248899.97 Cash Out Refinance 124 256709241 0 10/15/2005 269500 269086.54 Cash Out Refinance 124 256709282 0.5 11/15/2005 283087.5 282853.15 Cash Out Refinance 124 256807639 0 10/1/2005 91100 90828.54 Rate/Term Refinance 124 256807672 0 11/15/2005 50000 49689.01 Cash Out Refinance 124 256808025 0 11/15/2005 111465 110871.17 Purchase 124 256907713 0 11/1/2005 98137 97867.71 Cash Out Refinance 124 256907742 0 11/1/2005 186798 186279.02 Rate/Term Refinance 124 256908010 0 11/1/2005 122250 121991.3 Cash Out Refinance 124 256908257 0 10/15/2005 171500 171368.3 Cash Out Refinance 124 256908283 0 10/15/2005 58500 58447.06 Cash Out Refinance 124 256908353 0 10/15/2005 50000 49901.77 Cash Out Refinance 124 256908407 0.5 11/15/2005 50000 49981.42 Cash Out Refinance 124 257008107 0 11/1/2005 43800 43600.04 Cash Out Refinance 110 257008154 0 11/1/2005 50000 49753.49 Cash Out Refinance 110 257008171 0 11/1/2005 364500 363060.95 Rate/Term Refinance 124 257008341 0.5 12/1/2005 100000 99809.73 Cash Out Refinance 124 257008455 0 11/15/2005 297350 296613.04 Cash Out Refinance 124 257008470 0 11/1/2005 55000 54888.31 Cash Out Refinance 124 257008647 0 10/15/2005 176715 176536.06 Cash Out Refinance 124 257008681 0.5 11/1/2005 141000 140837.16 Cash Out Refinance 124 257008843 0.5 11/1/2005 159866.3 159576.46 Cash Out Refinance 124 257108547 0 10/1/2005 50000 49827.34 Cash Out Refinance 124 257109253 0 11/15/2005 194750 194242.77 Cash Out Refinance 124 257109334 0 10/15/2005 145000 144690.09 Cash Out Refinance 124 257109374 0 10/1/2005 100095.8 99929.33 Cash Out Refinance 153 257109530 0 11/1/2005 184500 184065.59 Cash Out Refinance 124 257109547 0 11/1/2005 260500 259655.1 Cash Out Refinance 124 257109688 0 11/1/2005 311000 310230.73 Cash Out Refinance 124 257109755 0 11/15/2005 117718.3 117570.69 Cash Out Refinance 124 257109764 0 10/15/2005 199500 199283.49 Cash Out Refinance 124 257109776 0 11/1/2005 156446.7 156241.47 Cash Out Refinance 124 257109794 0.5 11/1/2005 225000 224752.75 Cash Out Refinance 124 257109812 0 11/9/2005 220000 218678.59 Cash Out Refinance 110 257109827 0 11/15/2005 106007.6 105912.41 Cash Out Refinance 124 257109858 0.5 12/1/2005 204000 203766.83 Cash Out Refinance 124 257109907 0.5 11/1/2005 113235 113131.14 Cash Out Refinance 124 257109931 0 11/15/2005 212500 212310.8 Rate/Term Refinance 124 257110246 0.5 11/1/2005 177078 176999.49 Cash Out Refinance 124 257110270 0.5 11/13/2005 66000 65980.47 Cash Out Refinance 110 257110289 0.5 11/1/2005 234019 233932.22 Cash Out Refinance 124 257207431 0 10/1/2005 427450 426718.98 Rate/Term Refinance 124 257207467 0 11/1/2005 67670.4 67568.42 Cash Out Refinance 124 257207477 0 11/1/2005 454750 453665.75 Cash Out Refinance 124 257207558 0 11/1/2005 265617 264959.99 Cash Out Refinance 124 257207656 0 11/15/2005 297000 296636.43 Cash Out Refinance 124 257207660 0 11/1/2005 83500 83173.91 Cash Out Refinance 110 257207676 0 10/15/2005 237445.5 237171.27 Cash Out Refinance 124 257207677 0 11/1/2005 148000 147633.19 Cash Out Refinance 124 257207680 0 11/1/2005 117900 117720.92 Cash Out Refinance 124 257207691 0.5 11/15/2005 211250 210952.89 Cash Out Refinance 124 257207718 0 11/15/2005 261592.5 261359.59 Cash Out Refinance 124 257207935 0.5 11/1/2005 400000 399560.46 Cash Out Refinance 124 257405457 0 11/8/2005 60000 59874.12 Cash Out Refinance 110 257405727 0 11/15/2005 100000 99851.25 Cash Out Refinance 124 257405737 0 11/1/2005 50000 49919.85 Cash Out Refinance 124 257405767 0 11/1/2005 68000 67919.26 Cash Out Refinance 124 257405778 0 11/1/2005 116000 115808.08 Cash Out Refinance 110 257405802 0 11/1/2005 62400 61845.77 Cash Out Refinance 110 257405808 0 11/1/2005 58000 57932.44 Cash Out Refinance 124 257405847 0 11/1/2005 226500 225906.18 Rate/Term Refinance 124 257405853 0.5 11/15/2005 58127.3 58043.66 Cash Out Refinance 124 257405903 0.5 12/1/2005 85000 84884.39 Cash Out Refinance 124 257405931 0.5 12/1/2005 278500 277970.1 Cash Out Refinance 153 257506048 0 10/15/2005 35000 34910.69 Cash Out Refinance 124 257506093 0 12/1/2005 168000 167261.71 Cash Out Refinance 124 257506287 0 11/15/2005 65000 64762.93 Cash Out Refinance 153 257506334 0 11/1/2005 67900 67715.57 Cash Out Refinance 124 257506451 0 11/1/2005 40000 39923.37 Cash Out Refinance 124 257506585 0 10/1/2005 50000 49620.62 Cash Out Refinance 153 257506597 0 10/15/2005 60990 60879.54 Cash Out Refinance 124 257506650 0 10/15/2005 86400 86215.85 Cash Out Refinance 124 257506662 0 11/1/2005 70000 69896.53 Rate/Term Refinance 110 257506686 0 11/1/2005 72000 71712.8 Cash Out Refinance 110 257506743 0 10/1/2005 136000 135743.31 Cash Out Refinance 124 257506831 0 11/1/2005 50000 49887.97 Cash Out Refinance 110 257506852 0 11/1/2005 75300 75142.7 Cash Out Refinance 124 257506888 0 11/1/2005 100000 99851.25 Cash Out Refinance 124 257506934 0 11/1/2005 91000 90733.54 Rate/Term Refinance 124 257506952 0.5 11/15/2005 63000 62947.77 Cash Out Refinance 124 257506964 0 11/1/2005 135564.3 135362.67 Cash Out Refinance 124 257507000 0 11/1/2005 61600 61459.21 Cash Out Refinance 124 257507023 0 11/1/2005 50000 49900.69 Cash Out Refinance 110 257507042 0 11/1/2005 74000 73803.98 Cash Out Refinance 124 257507102 0.5 11/1/2005 50000 49959.21 Cash Out Refinance 124 257507106 0.5 11/15/2005 60000 59549.32 Cash Out Refinance 124 257507129 0.5 11/1/2005 50000 49959.21 Cash Out Refinance 124 257507154 0.5 11/15/2005 67500 67473.18 Cash Out Refinance 124 257507169 0.5 11/1/2005 70000 69888.25 Cash Out Refinance 124 257507495 0.5 12/1/2005 81200 81166.67 Cash Out Refinance 124 257606435 0 11/1/2005 84000 83298.49 Cash Out Refinance 110 257606745 0 11/1/2005 25800 25711.14 Cash Out Refinance 110 257606832 0.5 11/1/2005 112000 111796.95 Rate/Term Refinance 124 257606979 0 11/15/2005 75258.15 75153.69 Cash Out Refinance 124 257607220 0.5 12/1/2005 60392 60357.6 Rate/Term Refinance 124 257702853 0 11/1/2005 146187.9 145580.48 Cash Out Refinance 124 257702975 0 11/1/2005 283087.5 282149.32 Cash Out Refinance 124 257702985 0 10/15/2005 101911.5 101648.33 Cash Out Refinance 124 257703004 0 11/1/2005 75000 74742.11 Cash Out Refinance 124 257703021 0 7/15/2006 151000 150648.66 Cash Out Refinance 124 257703024 0 11/1/2005 45000 44759.79 Cash Out Refinance 110 257703090 0 10/15/2005 160000 159520.53 Cash Out Refinance 124 257703178 0 11/5/2005 50000 49936.52 Cash Out Refinance 115 257703183 0 11/15/2005 372000 371199.23 Cash Out Refinance 124 257703217 0.5 11/8/2005 60000 59950.53 Cash Out Refinance 110 257703267 0 11/1/2005 313911 313103.52 Cash Out Refinance 124 257703287 0 11/1/2005 429165 427983.4 Cash Out Refinance 124 257703307 0 11/1/2005 379575.6 378499.88 Cash Out Refinance 124 257703317 0 11/1/2005 40000 39605.4 Cash Out Refinance 115 257703343 0 11/1/2005 384678 383545.66 Cash Out Refinance 124 257703358 0.5 11/15/2005 486381 485819.28 Cash Out Refinance 124 257703359 0 11/15/2005 265600 265094.65 Rate/Term Refinance 124 257703373 0.5 11/15/2005 418901 418126.7 Cash Out Refinance 124 257703428 0.5 11/1/2005 379899 379176.18 Cash Out Refinance 124 257804265 0 10/1/2005 58950 58602.71 Cash Out Refinance 110 257804376 0 10/1/2005 52734 52658.67 Cash Out Refinance 110 257804498 0 10/15/2005 165000 164522.26 Cash Out Refinance 124 257804577 0 11/15/2005 239666 239209.01 Cash Out Refinance 124 257804597 0 11/1/2005 35000 34840.25 Cash Out Refinance 110 257804663 0 11/1/2005 57925 57674.23 Cash Out Refinance 110 257804693 0 11/1/2005 38000 37820.81 Cash Out Refinance 110 257804739 0 11/15/2005 165087 164775.9 Rate/Term Refinance 124 257804800 0 10/1/2005 136790 136552.17 Cash Out Refinance 120 257804877 0 11/1/2005 303500 302631.55 Cash Out Refinance 124 257804886 0 10/15/2005 120029.1 119829.78 Cash Out Refinance 124 257804912 0 11/1/2005 249519 249162.06 Rate/Term Refinance 124 257804916 0 11/1/2005 172850 172355.41 Cash Out Refinance 124 257804931 0 10/15/2005 225000 224596.03 Cash Out Refinance 124 257804986 0.5 11/15/2005 140000 139738.69 Rate/Term Refinance 124 257805007 0 11/1/2005 88112.5 87940.7 Cash Out Refinance 124 257805018 0.5 11/15/2005 140000 139670.3 Cash Out Refinance 124 257805081 0.5 12/1/2005 252000 251520.53 Rate/Term Refinance 124 257805098 0.5 12/1/2005 152931 152808.92 Cash Out Refinance 124 257805126 0.5 11/1/2005 262421 261954.4 Cash Out Refinance 124 257805148 0.5 12/1/2005 226225 225798.69 Cash Out Refinance 124 257805161 0.5 11/1/2005 230000 229561.36 Cash Out Refinance 124 257805282 0.5 11/1/2005 73000 72974.53 Cash Out Refinance 110 257805344 0.5 11/1/2005 272713.1 272500.35 Cash Out Refinance 124 257805364 0.5 11/13/2005 44000 43985.14 Cash Out Refinance 110 257902953 0 10/15/2005 208000 207103.33 Rate/Term Refinance 124 257903486 0 10/10/2005 40000 39817.43 Cash Out Refinance 110 257903626 0 12/1/2005 44350 44204.74 Cash Out Refinance 110 257903698 0 10/15/2005 611200 609958.96 Cash Out Refinance 124 257903826 0 11/1/2005 188000 187574.57 Rate/Term Refinance 124 257903852 0 10/15/2005 131220 131068.45 Cash Out Refinance 124 257903872 0.5 11/5/2005 60000 59691.56 Cash Out Refinance 110 257903924 0.5 11/15/2005 336000 335595.62 Cash Out Refinance 124 257903993 0.5 11/1/2005 590000 587965.59 Cash Out Refinance 153 257904015 0.5 11/1/2005 217400 217176.08 Rate/Term Refinance 124 258000175 0 11/1/2005 209200 209133.25 Purchase 153 258000199 0 11/1/2005 134480 133989.42 Purchase 124 258000208 0 11/1/2005 160720 160719.86 Purchase 124 258000212 0 11/1/2005 399120 399120 Purchase 124 258000214 0 11/1/2005 74800 74800 Purchase 153 258000219 0 11/1/2005 18700 18666.42 Purchase 115 258000225 0 11/1/2005 153520 152824.59 Purchase 124 258000227 0 11/1/2005 231920 231919.99 Purchase 153 258000243 0.5 11/1/2005 52200 52175.65 Purchase 110 258100378 0.5 11/1/2005 66647.88 64626.91 Rate/Term Refinance 124 258100389 0.5 10/1/2005 49450 47804.8 Cash Out Refinance 124 258100563 0.5 11/2/2005 43858.41 36367.32 Cash Out Refinance 110 258113822 0 11/15/2005 112800 112563.36 Cash Out Refinance 124 258114653 0.5 11/1/2005 152000 151609.29 Cash Out Refinance 117 258200365 0.5 11/1/2005 35500 28500.69 Cash Out Refinance 110 258200574 0.5 11/1/2005 27999.44 23183.88 Cash Out Refinance 110 258215001 0 11/1/2005 43029 42941.04 Cash Out Refinance 124 258215246 0 11/1/2005 30000 29886.39 Cash Out Refinance 110 258215331 0 10/15/2005 38390 38266.52 Cash Out Refinance 110 258215341 0 10/15/2005 108000 107821.31 Cash Out Refinance 124 258215488 0 10/1/2005 50000 49902.71 Cash Out Refinance 124 258215531 0 11/15/2005 66400 66312.24 Cash Out Refinance 124 258215555 0 10/15/2005 60000 59918.39 Cash Out Refinance 124 258215602 0 12/1/2005 50000 49875.08 Cash Out Refinance 124 258215625 0.5 11/15/2005 139656.5 139390.79 Cash Out Refinance 124 258215646 0 9/15/2005 50000 49932.66 Cash Out Refinance 153 258215669 0 11/1/2005 225450 224919.17 Cash Out Refinance 124 258215682 0.5 11/15/2005 50000 49937.94 Cash Out Refinance 124 258215765 0 10/1/2005 128495.8 128260.59 Cash Out Refinance 124 258215794 0.5 11/15/2005 168000 167695.1 Cash Out Refinance 124 258215815 0.5 10/15/2005 45000 44953.15 Cash Out Refinance 110 258216114 0.5 11/15/2005 38000 37990.49 Cash Out Refinance 110 258216131 0.5 11/1/2005 241000 240856.98 Cash Out Refinance 124 258216142 0.5 12/1/2005 43100 43085.44 Rate/Term Refinance 110 258303218 0 11/1/2005 85137 84426.8 Cash Out Refinance 110 258304239 0 10/1/2005 50000 49812.5 Cash Out Refinance 124 258304756 0 10/15/2005 135735 135239.12 Rate/Term Refinance 124 258304905 0 11/14/2005 15100 15034.16 Cash Out Refinance 110 258304940 0 11/15/2005 112054 111638.64 Cash Out Refinance 124 258304973 0 10/1/2005 30000 29956.18 Cash Out Refinance 115 258305149 0 11/15/2005 390376.5 389708.94 Rate/Term Refinance 124 258305208 0 11/15/2005 200800 200327.2 Cash Out Refinance 124 258305211 0 12/1/2005 38000 37905.83 Rate/Term Refinance 110 258305237 0 11/15/2005 350500 349988.45 Cash Out Refinance 124 258305288 0 11/1/2005 68392 68005.27 Cash Out Refinance 110 258305293 0 11/1/2005 586400 584722.09 Rate/Term Refinance 120 258305305 0 10/15/2005 81300 81222.21 Cash Out Refinance 124 258305322 0.5 11/15/2005 163058.4 162879.21 Cash Out Refinance 124 258305335 0 10/15/2005 153180 152915.48 Cash Out Refinance 124 258305336 0 11/1/2005 171500 171145.36 Cash Out Refinance 124 258305360 0 11/1/2005 275827.5 275209.53 Cash Out Refinance 124 258305361 0 11/1/2005 299215 298814.57 Rate/Term Refinance 124 258305387 0 10/1/2005 301837.5 301339.15 Cash Out Refinance 124 258305404 0 11/15/2005 174663.3 174375.55 Cash Out Refinance 124 258305407 0 11/15/2005 220542.6 220268.32 Cash Out Refinance 124 258305434 0 10/15/2005 212651.5 212298.4 Cash Out Refinance 124 258305460 0.5 11/1/2005 98000 97815.32 Cash Out Refinance 124 258305524 0 11/15/2005 396500 395745.6 Cash Out Refinance 124 258305596 0.5 12/2/2005 85644 85577.22 Cash Out Refinance 110 258305714 0.5 10/15/2005 147960.4 147883.69 Cash Out Refinance 124 258305788 0.5 11/15/2005 421727 421496.63 Cash Out Refinance 124 258415703 0 10/1/2005 183200 182813.36 Cash Out Refinance 124 258415854 0 11/1/2005 50439.1 50210.94 Cash Out Refinance 124 258415863 0 10/1/2005 50427 50318.26 Cash Out Refinance 124 258415935 0 11/1/2005 61000 56547.13 Cash Out Refinance 124 258415991 0 10/15/2005 56617.5 56481.81 Cash Out Refinance 124 258416115 0 10/15/2005 62909.6 62795.78 Cash Out Refinance 124 258416194 0 10/1/2005 277842.5 276688.14 Cash Out Refinance 124 258416204 0 10/15/2005 48800 48717.94 Cash Out Refinance 124 258416225 0 10/15/2005 70000 69794.35 Cash Out Refinance 124 258416237 0 11/1/2005 30000 29890.02 Cash Out Refinance 110 258416263 0 10/15/2005 184222.1 183670.06 Cash Out Refinance 124 258416339 0 11/1/2005 35000 34941.76 Cash Out Refinance 124 258416342 0 11/1/2005 22200 22079.44 Cash Out Refinance 110 258416361 0 11/1/2005 39999 39620.39 Cash Out Refinance 110 258416490 0 10/1/2005 88000 87867.72 Cash Out Refinance 124 258416525 0 11/1/2005 54400 54248.76 Cash Out Refinance 124 258416535 0 11/1/2005 72000 71821.55 Rate/Term Refinance 124 258416536 0 10/15/2005 129089.9 128827.77 Cash Out Refinance 124 258416551 0.5 11/1/2005 50200.85 50163.68 Cash Out Refinance 153 258416558 0 11/1/2005 86813.5 86637.19 Cash Out Refinance 124 258416692 0.5 11/1/2005 301960 301462.53 Cash Out Refinance 124 258416728 0.5 11/15/2005 87760 87676.02 Cash Out Refinance 124 258416742 0 10/15/2005 19600 19548.95 Cash Out Refinance 110 258416746 0.5 12/1/2005 60973.85 60924.64 Cash Out Refinance 124 258416789 0.5 11/1/2005 99118.37 98850.17 Cash Out Refinance 124 258416796 0 11/1/2005 140000 138631.74 Cash Out Refinance 124 258416816 0 10/1/2005 299521.9 298748.4 Rate/Term Refinance 124 258416897 0.5 11/1/2005 151200 150948.94 Rate/Term Refinance 124 258416950 0.5 11/1/2005 89337.05 89072.99 Cash Out Refinance 124 258416952 0.5 11/1/2005 256470 256214.02 Rate/Term Refinance 124 258416973 0.5 11/1/2005 68750 68622.92 Cash Out Refinance 124 258417033 0.5 11/1/2005 63065.77 62960 Rate/Term Refinance 124 258417039 0.5 11/1/2005 145695.7 145477.24 Cash Out Refinance 124 258417160 0.5 11/1/2005 112000 111786.89 Rate/Term Refinance 124 258500923 0.5 11/1/2005 19272.77 18839.72 Cash Out Refinance 110 258501098 0.5 11/1/2005 50800 49786.05 Cash Out Refinance 110 258501145 0.5 11/1/2005 58746.36 57231.39 Rate/Term Refinance 110 258501284 0.5 11/1/2005 77656.42 64551.24 Cash Out Refinance 110 258501457 0.5 11/1/2005 67056.47 64844.05 Cash Out Refinance 124 258517250 0 11/15/2005 61172 61083.12 Cash Out Refinance 124 258517266 0 11/1/2005 111000 110607.33 Cash Out Refinance 124 258517358 0 10/15/2005 270000 269479.9 Purchase 124 258517363 0 11/1/2005 58000 57745.58 Cash Out Refinance 110 258517523 0 11/1/2005 123300 123073.85 Cash Out Refinance 124 258517538 0 11/1/2005 330846 330168.76 Cash Out Refinance 124 258517555 0 11/1/2005 121500 121184.4 Cash Out Refinance 124 258517568 0.5 11/1/2005 359000 358458.13 Rate/Term Refinance 124 258517600 0.5 11/1/2005 225600 225170.77 Cash Out Refinance 124 258517635 0 11/15/2005 145000 144775.32 Cash Out Refinance 124 258517668 0.5 11/15/2005 218519 218296.27 Cash Out Refinance 124 258517681 0.5 12/1/2005 50000 49939.83 Cash Out Refinance 124 258517693 0.5 11/15/2005 50000 49944.02 Cash Out Refinance 124 258517727 0.5 11/13/2005 112100 112076.8 Cash Out Refinance 110 258517748 0.5 11/1/2005 149200 149058.99 Rate/Term Refinance 124 258517888 0.5 11/15/2005 115500 115443.78 Cash Out Refinance 124 258609029 0 11/1/2005 35000 34563.61 Cash Out Refinance 110 258609034 0 11/1/2005 87400 87165.08 Cash Out Refinance 110 258609060 0 11/1/2005 200000 199360.02 Cash Out Refinance 124 258609330 0 10/6/2005 50000 49962.05 Cash Out Refinance 110 258609443 0 10/15/2005 193500 193070.76 Cash Out Refinance 124 258609502 0 11/1/2005 53000 52811.68 Rate/Term Refinance 110 258609514 0 11/1/2005 203000 202451.77 Cash Out Refinance 124 258609530 0 9/1/2005 197200 196949.77 Cash Out Refinance 124 258609551 0 10/1/2005 50000 49945.89 Cash Out Refinance 124 258609559 0 11/15/2005 120600 120374.92 Cash Out Refinance 124 258609570 0 11/1/2005 126823.2 126477.38 Cash Out Refinance 153 258609595 0 10/15/2005 108554.6 108336.78 Cash Out Refinance 124 258609596 0.5 11/15/2005 176166.65 176027.52 Cash Out Refinance 124 258609600 0 11/1/2005 114017.4 113836.81 Cash Out Refinance 120 258609604 0 10/15/2005 50000 49958.76 Cash Out Refinance 124 258609625 0.5 11/15/2005 89764.5 89673.96 Cash Out Refinance 124 258609661 0.5 11/15/2005 170500 170292.69 Cash Out Refinance 124 258609696 0.5 11/1/2005 111991.9 111902.21 Cash Out Refinance 124 258609726 0.5 12/1/2005 134372.2 134208.66 Cash Out Refinance 124 258609765 0.5 11/1/2005 352500 352088.34 Cash Out Refinance 124 258609784 0.5 11/1/2005 120784 120645.93 Cash Out Refinance 124 258609833 0.5 12/1/2005 50001 49923.92 Cash Out Refinance 124 258609907 0.5 11/15/2005 50000 49975.92 Cash Out Refinance 124 258710619 0 11/1/2005 158700 158109.5 Cash Out Refinance 117 258710976 0.5 12/1/2005 231000 230330.22 Cash Out Refinance 117 258711010 0.5 11/1/2005 292000 291303.28 Rate/Term Refinance 117 258711030 0.5 11/1/2005 140000 139637.22 Rate/Term Refinance 117 258800906 0.5 11/1/2005 39602.89 38523.25 Cash Out Refinance 124 258815332 0 11/1/2005 79264.5 79092.5 Cash Out Refinance 124 258815480 0 11/15/2005 85500 85169.01 Cash Out Refinance 124 258815684 0 11/1/2005 130000 129557.99 Cash Out Refinance 124 258815924 0 11/1/2005 197600 197036.69 Rate/Term Refinance 153 258816025 0 10/15/2005 116500 116231.61 Rate/Term Refinance 124 258816131 0 10/1/2005 58818.5 58739.62 Rate/Term Refinance 124 258816132 0 11/1/2005 457469.4 456201.45 Cash Out Refinance 124 258816157 0 11/1/2005 38800 38483.08 Cash Out Refinance 110 258816261 0 11/1/2005 58800 58273.16 Cash Out Refinance 110 258816274 0 11/1/2005 108000 107821.67 Cash Out Refinance 124 258816358 0 11/1/2005 79078.25 78943.82 Cash Out Refinance 110 258816415 0 10/1/2005 324000 323528.13 Cash Out Refinance 124 258816446 0.5 11/1/2005 76086.1 75970.52 Cash Out Refinance 124 258816468 0 11/9/2005 58500 58420.42 Cash Out Refinance 110 258816473 0.5 11/1/2005 156000 155864.97 Cash Out Refinance 124 258816479 0.5 12/1/2005 157500 157200.32 Cash Out Refinance 124 258816480 0.5 12/1/2005 171000 170852.85 Cash Out Refinance 124 258816510 0.5 12/1/2005 135340.8 135169.51 Cash Out Refinance 124 258816549 0.5 11/1/2005 446400 445574.89 Cash Out Refinance 153 258816564 0.5 11/1/2005 210060.2 209836.93 Cash Out Refinance 124 258816586 0.5 1/1/2006 113900 113644.73 Cash Out Refinance 110 258816612 0.5 11/1/2005 205176 204785.61 Cash Out Refinance 124 258816742 0.5 11/1/2005 211000 210656.47 Cash Out Refinance 124 258900157 0.5 12/1/2005 77250 75936.44 Cash Out Refinance 110 258913648 0 11/15/2005 44700 44188.41 Cash Out Refinance 110 258913975 0 10/1/2005 275000 273922.3 Cash Out Refinance 124 258914663 0 11/1/2005 82500 82299.5 Cash Out Refinance 124 258914721 0 11/1/2005 89840 89608.47 Cash Out Refinance 124 258914763 0 10/1/2005 113900 113420.9 Rate/Term Refinance 110 258914785 0 10/10/2005 83000 82861.93 Rate/Term Refinance 110 258914846 0 11/1/2005 70101.8 69942.01 Cash Out Refinance 124 258914932 0 10/15/2005 339300 338313.66 Cash Out Refinance 124 258914941 0 11/1/2005 58000 57951.9 Cash Out Refinance 110 258914975 0 11/1/2005 35000 34942.08 Cash Out Refinance 110 258914990 0.5 11/1/2005 165750 165389.6 Cash Out Refinance 124 258915062 0 11/1/2005 95014.5 94879.81 Rate/Term Refinance 124 258915070 0 11/8/2005 50900 50615.09 Cash Out Refinance 110 258915089 0 10/1/2005 119686 119389.35 Rate/Term Refinance 124 258915143 0 10/15/2005 107000 106802.21 Cash Out Refinance 124 258915146 0 10/15/2005 283040 282658.12 Cash Out Refinance 124 258915160 0 11/1/2005 66000 65270.83 Cash Out Refinance 110 258915191 0.5 11/1/2005 70026.3 69962.58 Rate/Term Refinance 124 258915205 0.5 11/15/2005 253800 253538.57 Cash Out Refinance 124 258915243 0.5 11/1/2005 143850 143576.31 Cash Out Refinance 124 258915244 0.5 11/1/2005 161576.1 161366.79 Cash Out Refinance 124 258915286 0.5 11/15/2005 102850 102780.84 Purchase 124 259006548 0.5 11/1/2005 34100 33978.47 Purchase 115 259007489 0.5 10/1/2005 155400 154298.38 Purchase 6 MO LIBOR 259007838 0 10/15/2005 33000 32945.3 Rate/Term Refinance 115 259007845 0 10/4/2005 174000 173472.92 Cash Out Refinance 124 259007857 0 11/1/2005 331500 330567.59 Cash Out Refinance 124 259007863 0 10/11/2005 25000 24864.09 Cash Out Refinance 110 259007873 0 11/1/2005 98800 97644.13 Rate/Term Refinance 124 259007884 0 10/1/2005 134900 134324.06 Cash Out Refinance 124 259007895 0 11/11/2005 70100 69871.08 Cash Out Refinance 124 259007896 0 10/1/2005 95120 94649.94 Purchase 124 259007904 0 10/1/2005 186648 185259.06 Purchase 124 259007914 0 11/1/2005 219500 218445.71 Cash Out Refinance 124 259007919 0 11/1/2005 157250 156699.03 Cash Out Refinance 124 259007946 0 11/13/2005 150100 149688.99 Rate/Term Refinance 124 259007966 0 11/1/2005 251750 251025.13 Cash Out Refinance 124 259007972 0 11/1/2005 360000 358971.71 Cash Out Refinance 124 259007978 0 10/1/2005 165000 164625.88 Rate/Term Refinance 124 259007983 0 10/26/2005 150000 149758.39 Cash Out Refinance 110 259007988 0 11/1/2005 68800 68611.62 Purchase 124 259007992 0 10/29/2005 352500 351690.7 Rate/Term Refinance 110 259008003 0 11/1/2005 128100 127894.99 Cash Out Refinance 124 259008020 0 11/1/2005 179550 179012.25 Cash Out Refinance 124 259008025 0 10/1/2005 144000 143454.44 Purchase 124 259008031 0 11/1/2005 116800 116525.01 Purchase 124 259008034 0 11/7/2005 172500 172214.02 Cash Out Refinance 124 259008036 0 10/7/2005 199500 199083.32 Rate/Term Refinance 124 259008041 0 10/1/2005 318750 318193.51 Rate/Term Refinance 153 259008064 0.5 11/1/2005 420000 418865.14 Cash Out Refinance 124 259008067 0.5 12/1/2005 160000 159074.73 Purchase 110 259008077 0 11/1/2005 324000 324000 Rate/Term Refinance 124 259008080 0 11/1/2005 238000 237541.59 Rate/Term Refinance 124 259008098 0.5 11/1/2005 45600 45479.96 Purchase 115 259008101 0 10/1/2005 209000 208554.16 Cash Out Refinance 124 259008122 0 11/1/2005 85000 84831.65 Cash Out Refinance 124 259008127 0.5 11/1/2005 92225 92073.5 Cash Out Refinance 153 259008140 0.5 11/1/2005 196000 195612.74 Cash Out Refinance 153 259008143 0.5 11/1/2005 109600 109354.03 Cash Out Refinance 153 259008144 0.5 11/1/2005 320000 319354.81 Cash Out Refinance 153 259008165 0.5 11/1/2005 105675 105513.63 Cash Out Refinance 153 259008188 0.5 11/15/2005 205000 204750.79 Cash Out Refinance 124 259008190 0.5 11/1/2005 232750 232377.68 Cash Out Refinance 124 259008192 0.5 11/1/2005 100400 100085.42 Purchase 124 259008195 0.5 11/15/2005 85000 84313.67 Cash Out Refinance 110 259008196 0.5 11/1/2005 243000 242659.4 Cash Out Refinance 124 259008200 0.5 11/1/2005 134400 134088.21 Cash Out Refinance 153 259008207 0.5 11/1/2005 175750 175453.75 Cash Out Refinance 153 259008245 0.5 11/1/2005 148000 147763.76 Cash Out Refinance 124 259008247 0.5 11/1/2005 85500 85393.89 Cash Out Refinance 124 259008264 0.5 10/1/2005 164050 163777.73 Cash Out Refinance 153 259008266 0.5 11/1/2005 128000 127736.65 Purchase 153 259008285 0.5 11/1/2005 64800 64568.93 Purchase 124 259008286 0.5 11/1/2005 136000 135437.15 Cash Out Refinance 124 259008300 0.5 11/1/2005 270000 269632.77 Cash Out Refinance 124 259008302 0.5 11/18/2005 70000 69952.11 Cash Out Refinance 110 259008303 0.5 11/15/2005 108000 107833.34 Cash Out Refinance 124 259008310 0.5 11/1/2005 320000 319568.26 Rate/Term Refinance 124 259008316 0.5 11/1/2005 499999 499305.05 Cash Out Refinance 124 259008326 0.5 11/1/2005 337500 336847.27 Cash Out Refinance 124 259008328 0.5 11/1/2005 50000 49942.85 Rate/Term Refinance 124 259008355 0.5 10/1/2005 47900 47699.88 Purchase 110 259008361 0.5 11/1/2005 35000 34977.53 Cash Out Refinance 115 259008372 0.5 11/7/2005 42600 42586.57 Rate/Term Refinance 115 259008374 0.5 11/1/2005 55000 54962.27 Cash Out Refinance 110 259008388 0.5 11/6/2005 50000 49858.52 Cash Out Refinance 110 259008400 0.5 11/8/2005 101300 101227.05 Cash Out Refinance 124 259008402 0.5 12/9/2005 60000 59977.65 Rate/Term Refinance 110 259008413 0.5 12/1/2005 35000 34966.26 Cash Out Refinance 110 259008415 0.5 11/15/2005 166500 166359.25 Cash Out Refinance 124 259105881 0 11/1/2005 16990 16788.19 Purchase 110 259106090 0 10/15/2005 32320 32027.18 Purchase 124 259106127 0 10/1/2005 128800 128200.37 Purchase 110 259106379 0 10/1/2005 32200 31984.65 Purchase 110 259106404 0 11/1/2005 47700 47532.28 Purchase 124 259106423 0 11/1/2005 51300 51121.78 Purchase 124 259106451 0 10/15/2005 94500 94178.04 Purchase 124 259106480 0 11/1/2005 5700 5670.54 Purchase 110 259106499 0 10/15/2005 76000 75669.1 Purchase 124 259106502 0 10/15/2005 209950 209271.33 Purchase 124 259106520 0 11/1/2005 15800 15700.78 Purchase 110 259106527 0 11/4/2005 6000 5962.51 Purchase 110 259106534 0 11/15/2005 36800 36668.45 Purchase 124 259106538 0 10/15/2005 126000 125181.55 Purchase 124 259106562 0 11/10/2005 5000 4959.62 Purchase 110 259106566 0 11/13/2005 8290 8226.89 Purchase 110 259106569 0 11/12/2005 12220.3 12117.39 Purchase 110 259106570 0 10/15/2005 50400 50252.87 Purchase 124 259106582 0 11/1/2005 128505.6 128167.29 Purchase 124 259106589 0 12/13/2005 7200 6830.25 Purchase 110 259106608 0 11/14/2005 7750 7705.89 Purchase 110 259106611 0 2/1/2006 18200 9234.89 Purchase 110 259106617 0 11/9/2005 14000 13726.93 Purchase 110 259106618 0 11/1/2005 6910 6866.61 Purchase 110 259106622 0 10/12/2005 19000 18872.63 Purchase 110 259106634 0 11/1/2005 13900 13794.19 Purchase 110 259106645 0 11/13/2005 9200 9140.3 Purchase 110 259106649 0 11/1/2005 8200 8132.75 Purchase 110 259106666 0.5 11/6/2005 5000 4968.8 Purchase 110 259106671 0 10/1/2005 35000 34874.85 Purchase 124 259106676 0 11/1/2005 7490 7406 Purchase 110 259106689 0 11/1/2005 35550 35448.61 Purchase 124 259106691 0 10/1/2005 88245 87896.6 Purchase 153 259106702 0 11/1/2005 55120 54867.63 Purchase 124 259106704 0 12/1/2005 7500 7455.8 Purchase 110 259106705 0 10/1/2005 9805 9735.01 Purchase 110 259106707 0 11/1/2005 8100 8055.29 Purchase 110 259106712 0 12/1/2005 77600 77219.82 Purchase 124 259106719 0 11/13/2005 18000 17786.86 Purchase 110 259106721 0 11/1/2005 45600 45403.75 Purchase 124 259106725 0 10/1/2005 14100 14016.9 Purchase 110 259106730 0 11/1/2005 8990 8936.73 Purchase 110 259106733 0 11/1/2005 82350 82121.19 Purchase 124 259106743 0 10/15/2005 37575 37500.15 Purchase 124 259106745 0 11/1/2005 9490 9378.61 Purchase 110 259106747 0 11/1/2005 13780 13687.62 Purchase 110 259106760 0 10/1/2005 12400 12323.12 Purchase 110 259106771 0 11/13/2005 12490 12340.19 Purchase 110 259106773 0 10/15/2005 10300 10244.99 Purchase 110 259106781 0 11/1/2005 14700 14608.3 Purchase 110 259106783 0 11/1/2005 28400 28222.83 Purchase 110 259106791 0 11/1/2005 9200 9142.2 Purchase 110 259106801 0 11/1/2005 21800 21634.08 Purchase 110 259106804 0 11/1/2005 12490 12415.51 Purchase 110 259106815 0 11/1/2005 9650 9585.7 Purchase 110 259106817 0 11/15/2005 48800 48623.74 Purchase 124 259106819 0 11/1/2005 11400 11332.79 Purchase 110 259106838 0 11/15/2005 47700 47593.12 Purchase 124 259106839 0 10/15/2005 142000 141456.83 Purchase 124 259106843 0 11/1/2005 54000 53886.7 Purchase 124 259106857 0 11/1/2005 12100 11913.23 Purchase 110 259106871 0 10/1/2005 5000 4973.33 Purchase 110 259106878 0 11/1/2005 35500 35277.12 Purchase 110 259106882 0 11/1/2005 13790 13655.08 Purchase 110 259106906 0 10/1/2005 142400 141905.4 Purchase 124 259106907 0 11/9/2005 7200 7159.26 Purchase 110 259106913 0 11/1/2005 98400 97978.19 Purchase 124 259106914 0 11/1/2005 24600 24499.05 Purchase 110 259106925 0 10/13/2005 33000 32800.13 Purchase 110 259106933 0 10/13/2005 12290 12191.94 Purchase 110 259106942 0 11/15/2005 6450 6389.29 Purchase 110 259106945 0 11/15/2005 5000 4982.51 Purchase 110 259106951 0 11/15/2005 15001 14935.18 Purchase 110 259106954 0 1/1/2006 7490 7154.88 Purchase 110 259106958 0 10/13/2005 5690 5659.58 Purchase 110 259106963 0 11/1/2005 116100 115594.99 Purchase 124 259106965 0 11/1/2005 6990 6927.65 Purchase 110 259106971 0 11/15/2005 12200 12139.76 Purchase 110 259106991 0 11/15/2005 66400 66237.37 Purchase 124 259107002 0 11/1/2005 5000 4975.76 Purchase 110 259107015 0 10/1/2005 35600 35443.84 Purchase 110 259107018 0 11/1/2005 47900 47788.55 Purchase 124 259107037 0 11/1/2005 54000 53884.9 Purchase 124 259107041 0 10/15/2005 5000 4982.48 Purchase 110 259107048 0 10/15/2005 141200 140670.15 Purchase 124 259107049 0 10/14/2005 35300 35144.1 Purchase 110 259107052 0 11/1/2005 67500 67281.05 Purchase 124 259107054 0 11/1/2005 132000 131540.84 Purchase 124 259107055 0 10/1/2005 5570 5547.08 Purchase 110 259107056 0 11/1/2005 13800 13725.07 Purchase 110 259107058 0 11/1/2005 33000 32698.72 Purchase 110 259107065 0 11/1/2005 15001 14925.98 Purchase 110 259107066 0 11/1/2005 8150 8083.66 Purchase 110 259107067 0 11/1/2005 22500 22379.98 Purchase 110 259107077 0 10/1/2005 32000 31911.97 Purchase 124 259107080 0 10/1/2005 16000 15919.96 Purchase 110 259107107 0 11/15/2005 150000 149776.88 Purchase 124 259107117 0 11/15/2005 47700 47612.16 Purchase 124 259107119 0 12/1/2005 27200 27154.97 Purchase 124 259107123 0 11/1/2005 9850 9798.45 Purchase 110 259107127 0.5 11/1/2005 6000 5976.04 Purchase 110 259107128 0.5 11/15/2005 39610 39576.53 Purchase 124 259107133 0 11/7/2005 40000 39783.23 Purchase 110 259107135 0.5 2/1/2006 202050 201525.15 Purchase 110 259107143 0 11/1/2005 97750 97448.11 Purchase 124 259107148 0 1/1/2006 6900 6416.04 Purchase 110 259107154 0 11/1/2005 37800 37727.19 Purchase 124 259107168 0 12/1/2005 67410 67300.97 Purchase 124 259107170 0 10/15/2005 104400 104212.4 Purchase 124 259107172 0 11/1/2005 11500 11441.75 Purchase 110 259107181 0 11/7/2005 5000 4982.4 Purchase 110 259107188 0 11/1/2005 107910 107618.58 Purchase 124 259107201 0 11/1/2005 85500 85154.56 Purchase 124 259107211 0 11/1/2005 41400 41275.23 Purchase 124 259107220 0 11/1/2005 39200 39116.45 Purchase 124 259107224 0 11/1/2005 56700 56597.43 Purchase 124 259107228 0 11/1/2005 67417 67233.15 Purchase 124 259107229 0.5 11/1/2005 16855 16792.28 Purchase 110 259107236 0 11/1/2005 92700 92502.43 Purchase 124 259107240 0 11/1/2005 45900 45803.13 Purchase 124 259107244 0 10/15/2005 26950 26854.48 Purchase 110 259107254 0 11/1/2005 54400 54247.3 Purchase 124 259107260 0 11/15/2005 67500 67383.43 Purchase 124 259107270 0 11/1/2005 88650 88469.97 Purchase 124 259107274 0.5 11/1/2005 5100 5084.37 Purchase 110 259107277 0.5 11/2/2005 7500 7466.03 Purchase 110 259107286 0.5 11/1/2005 9850 9819.01 Purchase 110 259107297 0 12/1/2005 64000 63809.98 Purchase 124 259107298 0 11/1/2005 62910 62775.92 Purchase 124 259107299 0.5 11/15/2005 54400 54297.47 Purchase 124 259107307 0 11/1/2005 74400 74191.15 Purchase 124 259107311 0 11/15/2005 37900 37848.85 Purchase 124 259107315 0 11/1/2005 49500 49377.3 Purchase 124 259107316 0 11/1/2005 36900 36815.95 Purchase 124 259107323 0 11/1/2005 135000 134669.79 Purchase 124 259107325 0.5 11/1/2005 9500 9437.37 Purchase 110 259107326 0 11/1/2005 88200 88005.9 Purchase 124 259107329 0 12/1/2005 129510 129131.63 Purchase 124 259107337 0 11/1/2005 126000 125818.4 Purchase 124 259107350 0 12/1/2005 55000 54802.94 Purchase 110 259107367 0.5 11/1/2005 5500 5464.94 Purchase 110 259107369 0.5 11/1/2005 9800 9771.91 Purchase 110 259107371 0.5 11/9/2005 5700 5688.11 Purchase 110 259107377 0.5 11/11/2005 5000 4988.83 Purchase 110 259107381 0.5 12/1/2005 6990 6966.32 Purchase 110 259107389 0.5 12/4/2005 5000 4991.13 Purchase 110 259107401 0.5 11/1/2005 165600 165290.92 Purchase 124 259107422 0.5 11/10/2005 6400 6385.13 Purchase 110 259107426 0.5 11/15/2005 8250 8224.91 Purchase 110 259107429 0.5 11/1/2005 8500 8485.4 Purchase 110 259107456 0.5 11/1/2005 6000 5988.2 Purchase 110 259107493 0.5 11/1/2005 5000 4975.15 Purchase 110 259107499 0.5 11/15/2005 7400 7394.4 Purchase 110 259107517 0.5 11/1/2005 40500 40453.21 Purchase 124 259107527 0.5 11/1/2005 116720 116508.39 Purchase 124 259107529 0.5 11/1/2005 8550 8534.01 Purchase 110 259107551 0.5 12/1/2005 5750 5718 Purchase 110 259107555 0.5 11/1/2005 45000 44932.99 Purchase 124 259107559 0.5 11/1/2005 8990 8981.98 Purchase 110 259107570 0.5 11/1/2005 8500 8494.09 Purchase 110 259107583 0.5 12/1/2005 6325 6318.04 Purchase 110 259107614 0.5 12/8/2005 9750 9730.05 Purchase 110 259107615 0.5 11/15/2005 39920 39891.82 Purchase 124 259107616 0.5 11/1/2005 5000 4989.55 Purchase 110 259107680 0.5 11/15/2005 139920 139754.88 Purchase 124 259107683 0.5 11/8/2005 11475 11471.08 Purchase 110 259107757 0.5 11/15/2005 5500 5487.03 Purchase 110 259212447 0 11/1/2005 40000 39869.1 Cash Out Refinance 124 259212448 0 10/14/2005 83000 82809.65 Cash Out Refinance 110 259212825 0 10/15/2005 177000 176506.11 Cash Out Refinance 124 259212936 0 11/1/2005 35000 34961.5 Cash Out Refinance 110 259213040 0 11/1/2005 40000 39792.32 Cash Out Refinance 110 259213076 0 11/13/2005 108000 107814.53 Cash Out Refinance 115 259213117 0 11/15/2005 41000 40850.66 Cash Out Refinance 124 259213304 0.5 12/1/2005 104838.22 104797.88 Cash Out Refinance 124 259213314 0 11/1/2005 55000 54943.44 Cash Out Refinance 110 259213391 0 10/1/2005 35000 34897.01 Cash Out Refinance 110 259213430 0 11/1/2005 112500 112228.09 Cash Out Refinance 124 259213515 0 11/13/2005 87000 86698.2 Cash Out Refinance 110 259213520 0 11/1/2005 67000 66860.01 Cash Out Refinance 110 259213557 0 11/15/2005 369000 368498.1 Cash Out Refinance 124 259213633 0.5 11/15/2005 80800 80703.91 Cash Out Refinance 124 259213635 0.5 12/1/2005 74700 74634.33 Cash Out Refinance 124 259213637 0 11/1/2005 50000 49884.5 Cash Out Refinance 124 259213667 0.5 11/15/2005 121500 121194.8 Cash Out Refinance 124 259213722 0 11/15/2005 63000 62864.65 Cash Out Refinance 124 259213749 0.5 11/15/2005 111000 110873.12 Cash Out Refinance 124 259213792 0.5 10/15/2005 35000 34977.51 Cash Out Refinance 124 259213833 0.5 11/15/2005 124759.5 124600.44 Cash Out Refinance 124 259213847 0.5 10/1/2005 35000 34968.56 Cash Out Refinance 124 259213849 0.5 11/1/2005 335000 334544.35 Cash Out Refinance 124 259214007 0.5 11/1/2005 281715 281223.75 Cash Out Refinance 124 259214018 0.5 11/15/2005 252000 251873.4 Cash Out Refinance 124 259408543 0 11/1/2005 87575 87314.07 Cash Out Refinance 124 259408651 0 11/1/2005 136800 135920.55 Cash Out Refinance 124 259408657 0 11/1/2005 87232.36 86143.28 Cash Out Refinance 124 259408664 0 11/1/2005 50000 49778.07 Purchase 120 259408804 0 11/1/2005 189122 188411.38 Cash Out Refinance 124 259408819 0 11/1/2005 70000 69855.4 Purchase 124 259408872 0 11/1/2005 292500 291745.85 Cash Out Refinance 124 259408876 0 10/1/2005 75231.2 75063.22 Cash Out Refinance 124 259408892 0 10/1/2005 132050 131745.91 Rate/Term Refinance 124 259408902 0 10/5/2005 73245.9 72928.8 Rate/Term Refinance 110 259408906 0 11/1/2005 93204.7 93072.3 Rate/Term Refinance 110 259408972 0 11/1/2005 72441 72240.37 Cash Out Refinance 124 259409012 0 10/15/2005 81000 80876.41 Cash Out Refinance 124 259409074 0 11/1/2005 125800 125475.89 Cash Out Refinance 124 259409122 0 11/1/2005 50000 49738.62 Cash Out Refinance 110 259409135 0 10/1/2005 35000 34471.36 Cash Out Refinance 110 259409155 0 11/1/2005 477210.31 475968.32 Rate/Term Refinance 153 259409170 0 11/1/2005 69000 68716.41 Cash Out Refinance 110 259409227 0 11/1/2005 74014.5 73779.06 Cash Out Refinance 110 259409249 0 11/1/2005 415400 414477.78 Cash Out Refinance 124 259409289 0 11/1/2005 289568 288975.25 Cash Out Refinance 124 259409340 0 10/15/2005 134800 134649.08 Rate/Term Refinance 110 259409362 0 11/1/2005 115200 114968.9 Rate/Term Refinance 124 259409376 0 10/1/2005 62500 62429.53 Cash Out Refinance 110 259409386 0 11/8/2005 65000 64861.58 Cash Out Refinance 110 259409437 0 10/1/2005 85500 85372.81 Cash Out Refinance 124 259409445 0 11/15/2005 82800 82669.13 Cash Out Refinance 124 259409459 0 11/9/2005 50000 49920.58 Cash Out Refinance 110 259409554 0.5 11/1/2005 58818.5 58721.78 Cash Out Refinance 124 259409613 0.5 11/1/2005 192352.5 191761.76 Cash Out Refinance 153 259500098 0.5 10/1/2005 49343 49305.09 Cash Out Refinance 124 259500110 0.5 11/15/2005 106862.5 106668.74 Rate/Term Refinance 124 259500122 0.5 11/1/2005 91720.35 91628.41 Cash Out Refinance 124 259500145 0.5 11/15/2005 206400 206014.78 Rate/Term Refinance 124 259500161 0.5 11/1/2005 155509.4 155316.4 Cash Out Refinance 124 259500220 0.5 11/15/2005 66100 66065.73 Cash Out Refinance 124 259500259 0.5 11/14/2005 60000 59985.96 Cash Out Refinance 110 259609675 0 11/1/2005 50000 49601.72 Cash Out Refinance 110 259609981 0 10/15/2005 60367.5 60242.66 Cash Out Refinance 124 259610046 0 10/1/2005 106000 105825.58 Cash Out Refinance 124 259610152 0 11/1/2005 72250 72091.96 Cash Out Refinance 124 259610191 0 11/1/2005 94960.5 94795.81 Cash Out Refinance 124 259610227 0 11/1/2005 93000 92898.05 Cash Out Refinance 124 259610330 0 10/1/2005 163000 162752.41 Cash Out Refinance 124 259610473 0.5 12/1/2005 80000 79547.14 Cash Out Refinance 110 259610505 0.5 11/1/2005 220000 219758.25 Cash Out Refinance 124 259610514 0.5 11/1/2005 276000 275474.88 Cash Out Refinance 124 259610537 0.5 11/15/2005 280650 280496.38 Cash Out Refinance 124 259610586 0.5 11/15/2005 108000 107912.71 Cash Out Refinance 124 259610631 0.5 11/1/2005 200000 199619.47 Cash Out Refinance 124 259610719 0.5 11/1/2005 93700 93658.45 Cash Out Refinance 124 259700061 0 11/22/2005 168000 167693.41 Cash Out Refinance 124 259700066 0 10/22/2005 350000 349359.45 Cash Out Refinance 124 259700067 0 10/21/2005 129000 128755.61 Rate/Term Refinance 124 259700071 0 11/22/2005 67950 67840.55 Cash Out Refinance 110 259700073 0 11/21/2005 62000 61891.21 Cash Out Refinance 124 259700076 0 10/23/2005 124000 123782.46 Cash Out Refinance 110 259700084 0 10/22/2005 72500 72374.13 Rate/Term Refinance 124 259700086 0 10/22/2005 190000 189435.15 Cash Out Refinance 124 259700090 0 10/8/2005 95000 94833.33 Rate/Term Refinance 124 259700092 0 10/22/2005 357000 356325.58 Cash Out Refinance 124 259700093 0 10/22/2005 66500 66368.05 Rate/Term Refinance 124 259700094 0 11/22/2005 119000 118760.58 Cash Out Refinance 124 259700096 0 11/22/2005 85000 84792.02 Cash Out Refinance 124 259700098 0 11/1/2005 318750 317794.84 Cash Out Refinance 124 259900386 0.5 10/1/2005 57986.68 56003.25 Cash Out Refinance 110 259900814 0.5 11/1/2005 117300 111594.74 Cash Out Refinance 124 259917041 0 11/1/2005 138604.19 137499.45 Cash Out Refinance 124 259917530 0 12/1/2005 180000 180000 Purchase 153 259917534 0 10/1/2005 108000 107450.41 Purchase 124 259917556 0 10/1/2005 462000 459847.48 Cash Out Refinance 110 259917562 0 11/1/2005 273750 272244.68 Cash Out Refinance 153 259917602 0 10/20/2005 216000 215375.91 Cash Out Refinance 124 259917604 0 10/18/2005 184000 183588.75 Cash Out Refinance 124 259917617 0 10/18/2005 62000 61862 Cash Out Refinance 124 259917620 0 11/2/2005 229500 228525.95 Cash Out Refinance 124 259917626 0 11/1/2005 374000 372508.54 Cash Out Refinance 124 259917628 0 11/18/2005 280250 279496.8 Cash Out Refinance 124 259917629 0 10/18/2005 170050 169522.19 Cash Out Refinance 124 259917632 0 11/19/2005 235000 234481.44 Cash Out Refinance 124 259917634 0 10/18/2005 73625 73425.04 Cash Out Refinance 124 259917635 0 11/20/2005 77900 77640.01 Rate/Term Refinance 124 259917640 0 10/18/2005 467500 465957.74 Cash Out Refinance 124 259917649 0 11/1/2005 67200 66937.35 Cash Out Refinance 124 259917664 0 10/1/2005 217500 216851.98 Cash Out Refinance 110 259917668 0 11/1/2005 304000 302584.31 Cash Out Refinance 153 259917680 0 11/1/2005 75930 75699.09 Cash Out Refinance 124 259917693 0 11/6/2005 131750 131749.99 Cash Out Refinance 124 259917696 0 10/1/2005 177000 176624.8 Cash Out Refinance 124 259917712 0 11/1/2005 193000 192512.94 Cash Out Refinance 110 259917720 0 11/1/2005 151000 150516.4 Cash Out Refinance 124 259917723 0 11/1/2005 228000 227355.23 Rate/Term Refinance 124 259917728 0 11/1/2005 141900 141433.8 Rate/Term Refinance 124 259917734 0 11/1/2005 323750 322771.2 Cash Out Refinance 124 259917738 0 10/1/2005 167000 166452.45 Cash Out Refinance 124 259917739 0 11/1/2005 142200 141788.05 Rate/Term Refinance 124 259917741 0 11/1/2005 143450 143129.75 Rate/Term Refinance 124 259917744 0 11/1/2005 165000 164047.32 Rate/Term Refinance 124 259917751 0 11/1/2005 302310 301329.53 Purchase 124 259917784 0 10/1/2005 31000 30745.68 Cash Out Refinance 110 259917787 0 10/1/2005 91500 91320.73 Rate/Term Refinance 124 259917798 0 11/1/2005 85930 85727.99 Cash Out Refinance 124 259917802 0 10/1/2005 288000 287456.44 Purchase 124 259917809 0 11/1/2005 116000 115797.66 Rate/Term Refinance 153 259917824 0 10/1/2005 101500 101295.96 Rate/Term Refinance 124 259917826 0 11/1/2005 242250 241458.08 Rate/Term Refinance 124 259917832 0.5 10/1/2005 116300 116300 Rate/Term Refinance 124 259917844 0.5 11/3/2005 127000 126598.68 Cash Out Refinance 124 259917847 0.5 11/15/2005 172140 171891.27 Rate/Term Refinance 124 259917857 0.5 10/1/2005 199750 198933.84 Cash Out Refinance 124 259917868 0.5 11/1/2005 111600 111382.85 Cash Out Refinance 124 259917874 0.5 11/1/2005 98800 98690.52 Cash Out Refinance 110 259917881 0.5 11/10/2005 111600 111440.37 Cash Out Refinance 124 259917883 0.5 11/1/2005 96000 95863.09 Purchase 124 259917887 0.5 11/1/2005 100800 100697.26 Rate/Term Refinance 124 259917888 0.5 11/4/2005 175000 175000 Cash Out Refinance 124 259917889 0.5 10/4/2005 99750 99638.33 Cash Out Refinance 124 259917893 0.5 11/1/2005 111150 111000.05 Cash Out Refinance 124 259917894 0.5 11/1/2005 396900 396143.25 Cash Out Refinance 124 259917896 0.5 11/1/2005 123300 123010.69 Rate/Term Refinance 124 259917901 0.5 11/1/2005 265500 264723.69 Rate/Term Refinance 124 259917915 0.5 11/1/2005 256500 255947.88 Purchase 124 259917933 0.5 11/1/2005 208000 207505.43 Cash Out Refinance 124 259917953 0.5 11/1/2005 100000 99852.84 Cash Out Refinance 124 259917962 0.5 11/1/2005 119000 118831.14 Rate/Term Refinance 124 259917966 0.5 10/1/2005 75000 74835.85 Rate/Term Refinance 124 259917974 0.5 11/1/2005 23000 22958.88 Cash Out Refinance 115 259917981 0.5 11/1/2005 52400 52365.42 Rate/Term Refinance 115 259918007 0.5 11/1/2005 39800 39767.56 Purchase 110 259918019 0.5 11/7/2005 34980 34972.36 Rate/Term Refinance 115 259918024 0.5 11/1/2005 68000 67908.25 Purchase 124 259918058 0.5 11/1/2005 27000 26983.04 Cash Out Refinance 115 259918069 0.5 11/13/2005 46000 45986.84 Rate/Term Refinance 115 281200190 0 11/1/2005 180980 180531 Cash Out Refinance 124 281200237 0 11/6/2005 29200 29111.14 Cash Out Refinance 110 281200238 0 10/12/2005 34600 34573.13 Cash Out Refinance 115 281200257 0 11/1/2005 52500 52373.91 Cash Out Refinance 110 281200277 0 11/1/2005 352911 352194.41 Rate/Term Refinance 153 281200289 0 10/15/2005 50674.4 50613.08 Rate/Term Refinance 153 281200292 0.5 12/1/2005 151000 150712.69 Cash Out Refinance 124 281200308 0.5 11/15/2005 100000 99813.36 Rate/Term Refinance 124 281200319 0.5 11/1/2005 271858.2 271491.41 Cash Out Refinance 124 281200378 0.5 12/1/2005 119686 119578.51 Cash Out Refinance 124 281200428 0.5 11/1/2005 196000 195627.07 Rate/Term Refinance 124 281200549 0.5 12/1/2005 90800 90755.33 Cash Out Refinance 124 281300034 0 11/1/2005 104000 103765.59 Cash Out Refinance 124 281300062 0 11/2/2005 68695.9 68456.17 Cash Out Refinance 110 281300077 0 10/15/2005 225320 224684.08 Cash Out Refinance 124 281300143 0 10/1/2005 418548 417512.39 Cash Out Refinance 124 281300169 0 11/7/2005 45384.36 45230.76 Cash Out Refinance 110 281300200 0 10/15/2005 115500 115196.63 Cash Out Refinance 124 281300217 0 11/1/2005 45144 45102.17 Cash Out Refinance 115 281300227 0 11/1/2005 34800 34759.12 Cash Out Refinance 115 281300230 0 11/1/2005 200000 199560.79 Cash Out Refinance 124 281300268 0 10/1/2005 101348.8 101162.9 Cash Out Refinance 124 281300274 0 11/1/2005 176455.5 176112.12 Cash Out Refinance 124 281300300 0 11/1/2005 115000 114734.55 Cash Out Refinance 124 281300305 0 10/1/2005 257568 257277.61 Rate/Term Refinance 124 281300328 0 11/1/2005 144905.55 144721.63 Cash Out Refinance 110 281300331 0.5 11/15/2005 78509.6 78436.81 Cash Out Refinance 110 281300380 0.5 10/15/2005 179749.5 179584.61 Cash Out Refinance 124 281300478 0.5 11/1/2005 145333.3 145094.34 Cash Out Refinance 124 281300492 0.5 11/15/2005 225568 225470.32 Cash Out Refinance 124 281400081 0.5 10/1/2005 68416.5 68361.05 Cash Out Refinance 124 281400133 0.5 11/15/2005 108407.02 108292.32 Cash Out Refinance 124 281500019 0 10/15/2005 81441 81356.22 Cash Out Refinance 124 281500027 0 10/1/2005 62343 62235.69 Cash Out Refinance 124 281500068 0 10/1/2005 170980 170750.7 Rate/Term Refinance 124 281800087 0 11/1/2005 141500 141200.02 Cash Out Refinance 124 281800176 0 11/1/2005 112100 111682.52 Cash Out Refinance 124 281800353 0 11/15/2005 350000 349334.07 Cash Out Refinance 124 281800354 0 10/15/2005 69246.9 69172.07 Cash Out Refinance 124 281800367 0 10/15/2005 104637 104463.24 Cash Out Refinance 124 281800383 0.5 11/12/2005 25000 24882.69 Cash Out Refinance 110 281800392 0.5 11/1/2005 50000 49954.61 Cash Out Refinance 124 281800401 0.5 10/15/2005 121811.4 121618.86 Cash Out Refinance 124 281800443 0.5 11/1/2005 341750 341375.25 Cash Out Refinance 124 281800445 0.5 11/15/2005 248714.1 248440.78 Cash Out Refinance 124 281800580 0.5 11/15/2005 150000 149922.23 Cash Out Refinance 124 281900035 0 11/1/2005 58818.5 58681.75 Cash Out Refinance 124 281900132 0 11/1/2005 103575 103394.36 Cash Out Refinance 124 281900200 0.5 11/15/2005 101600 101426.25 Rate/Term Refinance 124 281900251 0 11/1/2005 50000 49765.18 Cash Out Refinance 124 281900290 0 11/15/2005 50000 49880.93 Cash Out Refinance 124 281900361 0.5 12/1/2005 140259.5 140117.73 Rate/Term Refinance 124 282600002 0 11/1/2005 50000 49903.98 Cash Out Refinance 110 282600008 0 10/1/2005 35000 34962.13 Cash Out Refinance 110 282600023 0 11/1/2005 221960 221539.1 Cash Out Refinance 124 282600064 0.5 2/1/2006 50000 41560.57 Cash Out Refinance 124 282700059 0.5 12/1/2005 212500 212500 Purchase 124 282800004 0 1/1/2006 140250 139925.57 Cash Out Refinance 153 282800009 0.5 11/1/2005 132374 132030.14 Purchase 124 282800025 0.5 11/1/2005 84000 83913.47 Purchase 124 283401462 0 11/15/2005 60697.9 60607.49 Cash Out Refinance 110 283401724 0 11/1/2005 50000 49295.35 Cash Out Refinance 110 283401939 0 11/1/2005 79500 79164.86 Cash Out Refinance 110 283402128 0 10/15/2005 22600 22519.44 Cash Out Refinance 110 283402140 0 11/1/2005 56392 56321.2 Cash Out Refinance 110 283402279 0.5 10/1/2005 482940 482492.3 Cash Out Refinance 124 283402342 0 11/1/2005 52318.5 52231.91 Cash Out Refinance 124 283402367 0 11/15/2005 195000 194859.99 Cash Out Refinance 110 283402551 0.5 11/1/2005 139656.5 139462.66 Cash Out Refinance 124 283402575 0.5 11/15/2005 51721.45 51694.91 Cash Out Refinance 124 283402661 0.5 11/15/2005 73602.75 73560.83 Cash Out Refinance 124 283600897 0 10/15/2005 110000 109286.8 Cash Out Refinance 124 283601293 0 11/1/2005 195040 194603.04 Rate/Term Refinance 124 283601348 0 11/1/2005 126000 125707.4 Cash Out Refinance 124 283601429 0 11/1/2005 31000 30963.7 Cash Out Refinance 115 283601518 0 11/15/2005 112000 111818.88 Cash Out Refinance 124 283601549 0.5 12/1/2005 67200 67077.93 Rate/Term Refinance 124 283601638 0.5 12/1/2005 52088.1 51963.01 Cash Out Refinance 124 283601745 0.5 11/15/2005 76224.03 75548.16 Cash Out Refinance 124 283601865 0.5 11/1/2005 127979.1 127883.55 Rate/Term Refinance 124 283902061 0 11/15/2005 153882 153538.07 Cash Out Refinance 124 283902084 0 11/15/2005 68695.9 68539.31 Cash Out Refinance 124 283902124 0 11/1/2005 200048.5 199585.9 Rate/Term Refinance 124 283902291 0 10/15/2005 170000 169665.06 Cash Out Refinance 124 283902466 0 11/1/2005 71715.5 71623.52 Cash Out Refinance 110 283902515 0 11/15/2005 301500 300989.18 Cash Out Refinance 124 283902583 0 10/1/2005 72000 71847.93 Cash Out Refinance 124 283902609 0 11/15/2005 118800 118635.1 Cash Out Refinance 124 283902653 0 10/15/2005 91500 91388.51 Rate/Term Refinance 124 283902656 0.5 11/15/2005 256470 255982.01 Cash Out Refinance 153 283902670 0 11/15/2005 205000 204699.76 Cash Out Refinance 124 283902694 0 10/15/2005 375000 374286.51 Cash Out Refinance 124 283902737 0 10/15/2005 216000 215589.03 Cash Out Refinance 124 283902746 0.5 11/1/2005 70960.6 70773.96 Cash Out Refinance 124 283902829 0.5 11/1/2005 340170 339668.54 Cash Out Refinance 124 284104740 0 11/1/2005 40635 40383.15 Cash Out Refinance 110 284104897 0 10/1/2005 115000 114681.88 Cash Out Refinance 124 284105032 0 10/15/2005 94000 93928.89 Cash Out Refinance 124 284105082 0.5 12/1/2005 25000 24993.81 Cash Out Refinance 110 284105086 0.5 10/1/2005 52088.1 52022.84 Cash Out Refinance 124 284105138 0.5 12/1/2005 56103.8 56057.54 Rate/Term Refinance 124 284105210 0.5 11/15/2005 221000 220879.03 Cash Out Refinance 124 284105257 0.5 11/1/2005 201225 201006.62 Cash Out Refinance 124 284105265 0.5 11/1/2005 98235 98156.57 Rate/Term Refinance 124 284105321 0.5 11/15/2005 43197.9 43107.24 Cash Out Refinance 110 284205609 0 10/15/2005 110397.8 109985.03 Cash Out Refinance 124 284205709 0 11/1/2005 366126.5 364681.06 Cash Out Refinance 124 284205860 0 11/1/2005 65570.83 65329.3 Cash Out Refinance 124 284206030 0 11/15/2005 50000 49883.62 Cash Out Refinance 124 284206036 0 10/15/2005 90000 89822.66 Cash Out Refinance 124 284206066 0 11/1/2005 50000 49900.69 Cash Out Refinance 124 284206090 0 11/1/2005 45000 44787.66 Cash Out Refinance 110 284206279 0 11/15/2005 100000 99917.97 Purchase 115 284206286 0.5 10/15/2005 52000 51950.56 Cash Out Refinance 124 284206305 0.5 11/1/2005 57008.7 56921.23 Cash Out Refinance 124 284206339 0.5 10/1/2005 60367.5 60317.09 Rate/Term Refinance 124 284206364 0.5 11/1/2005 98137 97911.15 Cash Out Refinance 124 284206455 0.5 11/1/2005 422410.5 421714.6 Cash Out Refinance 124 284305934 0 11/1/2005 137000 136483.74 Cash Out Refinance 124 284306009 0 10/15/2005 35000 34673.11 Cash Out Refinance 110 284306136 0 11/1/2005 35000 34814.04 Cash Out Refinance 110 284306139 0 10/15/2005 65000 64893.02 Cash Out Refinance 124 284306219 0 10/15/2005 74201.8 74034.38 Cash Out Refinance 124 284306235 0 10/15/2005 29200 29100.91 Cash Out Refinance 110 284306292 0 11/9/2005 50000 49240.49 Cash Out Refinance 110 284306373 0 11/1/2005 84000 83771.81 Cash Out Refinance 124 284306407 0 11/1/2005 372000 370728.92 Rate/Term Refinance 124 284306544 0 10/15/2005 16400 16358.04 Cash Out Refinance 110 284306607 0 10/15/2005 148715 148404.37 Cash Out Refinance 124 284306642 0 11/1/2005 122161.5 121997.57 Cash Out Refinance 124 284306735 0 11/1/2005 330288.5 329471.54 Cash Out Refinance 124 284306818 0.5 11/15/2005 59900 59867.21 Cash Out Refinance 124 284306829 0 10/15/2005 90000 89683.76 Cash Out Refinance 110 284306909 0.5 11/1/2005 95000 94890.28 Cash Out Refinance 124 284306964 0.5 11/1/2005 207222.1 206897.2 Cash Out Refinance 124 284307036 0.5 11/15/2005 220000 219806.84 Cash Out Refinance 124 284307097 0.5 11/1/2005 131700 131569.92 Rate/Term Refinance 124 284406476 0 11/1/2005 71487.1 71071.39 Cash Out Refinance 124 284406520 0 11/1/2005 64448.13 63949.5 Cash Out Refinance 110 284406789 0 10/15/2005 142974.2 142487.11 Rate/Term Refinance 124 284407070 0 11/1/2005 95014.5 94732.57 Rate/Term Refinance 124 284407093 0 11/1/2005 122747.25 122383.05 Rate/Term Refinance 124 284407360 0 10/15/2005 183729 183432.81 Cash Out Refinance 124 284407600 0.5 11/14/2005 22200 22196.33 Cash Out Refinance 110 284506491 0 11/1/2005 55000 54948.26 Cash Out Refinance 115 284506589 0 11/15/2005 50000 49897.27 Cash Out Refinance 124 284506665 0 10/1/2005 72000 71855.55 Rate/Term Refinance 124 284506685 0 11/1/2005 115223 114959.63 Rate/Term Refinance 120 284506764 0 11/1/2005 193176 192743.19 Cash Out Refinance 120 284506771 0 10/1/2005 254276.9 253678.21 Cash Out Refinance 124 284506774 0 11/1/2005 108500 108335.18 Cash Out Refinance 124 284506828 0 11/1/2005 102588 102305.54 Cash Out Refinance 153 284506835 0 1/19/2006 18000 17951.42 Cash Out Refinance 115 284506853 0 11/1/2005 122250.7 122044.62 Cash Out Refinance 124 284602622 0 10/15/2005 92500 92345.66 Purchase 124 284602630 0 10/15/2005 124000 123811.64 Cash Out Refinance 124 284602731 0 11/1/2005 248847.5 248146.46 Cash Out Refinance 124 284602742 0 10/1/2005 61552.8 61420.36 Rate/Term Refinance 124 284602744 0.5 11/15/2005 160980 160712.69 Cash Out Refinance 124 284602902 0.5 11/1/2005 277000 277000 Cash Out Refinance 124 284602920 0 11/1/2005 162882 162517.07 Cash Out Refinance 124 284602954 0.5 10/13/2005 110000 109873.76 Cash Out Refinance 110 284704809 0 10/15/2005 35000 34457.87 Cash Out Refinance 110 284705215 0 11/1/2005 35000 34690.99 Cash Out Refinance 110 284705736 0 10/15/2005 200000 199495.01 Cash Out Refinance 124 284705767 0 10/15/2005 25000 24871.33 Cash Out Refinance 110 284705823 0 11/15/2005 77821.4 77541.25 Cash Out Refinance 124 284705909 0 10/15/2005 137000 136657.55 Cash Out Refinance 124 284705918 0 10/15/2005 176000 175371.51 Cash Out Refinance 124 284706042 0 11/8/2005 50000 49798.61 Cash Out Refinance 110 284706080 0 10/15/2005 210078 209479.12 Cash Out Refinance 124 284706112 0 11/15/2005 68772.4 68650.33 Cash Out Refinance 124 284706153 0 11/1/2005 51000 50759.48 Cash Out Refinance 110 284706187 0 10/15/2005 185504.5 185185.25 Cash Out Refinance 124 284706197 0 10/15/2005 92563.5 92356.11 Cash Out Refinance 124 284706205 0 10/15/2005 294092.5 293734.91 Cash Out Refinance 124 284706250 0 10/15/2005 36000 35916.35 Cash Out Refinance 110 284706289 0 11/1/2005 235274 234782.59 Rate/Term Refinance 124 284706293 0 11/1/2005 67964.55 67818.22 Cash Out Refinance 124 284706322 0.5 11/1/2005 98500 98424.02 Rate/Term Refinance 124 284706434 0.5 12/1/2005 119200 118947.91 Rate/Term Refinance 124 284706552 0.5 11/15/2005 85000 84957.66 Cash Out Refinance 124 284806125 0 11/1/2005 37350.7 37037.82 Rate/Term Refinance 110 284806154 0 12/1/2005 169029 168137.91 Cash Out Refinance 124 284806221 0 11/1/2005 365000 363969.09 Rate/Term Refinance 124 284806245 0 11/1/2005 171931 171536.03 Rate/Term Refinance 124 284806313 0 10/15/2005 35000 34830.54 Cash Out Refinance 110 284806543 0 12/1/2005 35000 34859.34 Cash Out Refinance 110 284806565 0 11/1/2005 588000 586542.73 Cash Out Refinance 124 284806578 0 11/1/2005 95014.5 94818 Cash Out Refinance 124 284806624 0 10/1/2005 82904.7 82790.85 Cash Out Refinance 124 284806635 0 10/15/2005 121000 120878.48 Cash Out Refinance 124 284904952 0 11/1/2005 132509.5 132058.97 Cash Out Refinance 124 284905181 0 10/15/2005 18000 17881.98 Purchase 110 284905276 0 11/1/2005 200000 199441.85 Rate/Term Refinance 124 284905288 0 10/15/2005 35000 34906.84 Cash Out Refinance 110 284905353 0 11/11/2005 82000 81609.69 Cash Out Refinance 110 284905364 0 11/1/2005 35000 34770.34 Cash Out Refinance 110 284905394 0 11/1/2005 79631.2 79495.89 Cash Out Refinance 124 284905468 0 10/15/2005 35000 34862.9 Cash Out Refinance 110 284905507 0 10/15/2005 35000 34834.01 Cash Out Refinance 110 284905623 0 11/1/2005 50000 49883.54 Cash Out Refinance 124 284905673 0 11/1/2005 289764 288887 Cash Out Refinance 124 284905724 0 11/1/2005 51000 50634.48 Cash Out Refinance 110 284905742 0 11/1/2005 125000 124733.6 Cash Out Refinance 124 284905873 0 10/1/2005 144784 144586.09 Rate/Term Refinance 124 284905893 0 11/1/2005 122161.5 121926.19 Cash Out Refinance 124 284905909 0.5 11/15/2005 182712.3 182572.58 Rate/Term Refinance 124 284905963 0 11/15/2005 268000 267490.08 Cash Out Refinance 124 284905982 0.5 11/1/2005 69246.9 69153.58 Cash Out Refinance 124 284906001 0.5 11/1/2005 149100 148955.81 Rate/Term Refinance 124 284906014 0 10/15/2005 118407.6 118277.75 Cash Out Refinance 124 285003265 0 11/1/2005 126300 125618.81 Cash Out Refinance 124 285003307 0 11/1/2005 15000 14903.3 Cash Out Refinance 110 285003516 0 10/15/2005 188725 188451.51 Cash Out Refinance 124 285003621 0 11/1/2005 35159.4 34970.96 Cash Out Refinance 110 285003650 0 11/15/2005 66600 66311.99 Cash Out Refinance 110 285003766 0 11/1/2005 56000 55710.05 Cash Out Refinance 110 285003926 0.5 10/15/2005 50578.3 50540.53 Cash Out Refinance 124 285004030 0 10/15/2005 325179.6 324623.53 Cash Out Refinance 124 285004040 0 10/15/2005 143431 143195.13 Cash Out Refinance 124 285004048 0 11/1/2005 128800 128465.43 Rate/Term Refinance 124 285004073 0 11/1/2005 72092.95 71946.54 Cash Out Refinance 124 285004115 0 11/1/2005 142340.85 142039.33 Cash Out Refinance 124 285004143 0.5 11/15/2005 370072.5 369569.14 Cash Out Refinance 124 285004148 0.5 11/1/2005 81215.5 81154.59 Cash Out Refinance 124 285103893 0 11/15/2005 280000 278615.3 Rate/Term Refinance 153 285103951 0 11/1/2005 89343.9 89001.1 Cash Out Refinance 124 285104265 0 11/1/2005 241000 239511.09 Cash Out Refinance 124 285104449 0 11/15/2005 95500 95395.05 Cash Out Refinance 124 285104457 0 10/15/2005 66057.7 65943.07 Cash Out Refinance 124 285104458 0.5 11/1/2005 484121.5 483260.7 Purchase 153 285104481 0 11/1/2005 99646.8 99430.14 Cash Out Refinance 124 285104658 0.5 11/15/2005 103000 102942.55 Cash Out Refinance 124 285203028 0 11/15/2005 91500 91101.63 Cash Out Refinance 124 285203197 0 10/1/2005 50000 49899.87 Cash Out Refinance 124 285203342 0 11/1/2005 101156.6 100914.2 Cash Out Refinance 124 285203440 0 11/1/2005 66806.7 66651.26 Cash Out Refinance 124 285203455 0 10/15/2005 35000 34850.84 Cash Out Refinance 110 285203683 0 11/1/2005 84500 84337.4 Rate/Term Refinance 124 285203685 0.5 12/1/2005 50000 49769.62 Cash Out Refinance 124 285203689 0 11/1/2005 375000 374070.63 Cash Out Refinance 124 285203737 0.5 12/1/2005 87266.44 87096.41 Cash Out Refinance 124 285203783 0 11/1/2005 94363 94200.09 Cash Out Refinance 124 285203813 0.5 11/1/2005 87600 87534.03 Cash Out Refinance 124 285203830 0 11/15/2005 167560.4 167376.27 Cash Out Refinance 124 285203902 0.5 11/15/2005 106000 105847.86 Cash Out Refinance 124 285302635 0 10/1/2005 149308.5 148756.06 Cash Out Refinance 124 285302726 0 11/1/2005 230823 229888.43 Rate/Term Refinance 124 285302773 0 11/1/2005 250485.7 249496.78 Rate/Term Refinance 124 285302829 0 10/15/2005 53500 53405.69 Cash Out Refinance 115 285302833 0 10/15/2005 35000 34964.01 Cash Out Refinance 115 285302940 0 10/15/2005 118423.2 118192.75 Cash Out Refinance 124 285302956 0 11/1/2005 253543.5 252842.18 Cash Out Refinance 124 285303183 0 11/1/2005 180980 180680.56 Rate/Term Refinance 124 285303203 0.5 11/15/2005 61200 61006.27 Cash Out Refinance 124 285303207 0.5 11/1/2005 50000 49975.66 Cash Out Refinance 124 285303271 0.5 11/15/2005 54000 53929.57 Cash Out Refinance 124 285401621 0 12/1/2005 35400 35058.08 Cash Out Refinance 110 285402029 0 11/1/2005 141166.3 140876.69 Cash Out Refinance 124 285402055 0 10/15/2005 140259.5 139777.81 Rate/Term Refinance 124 285402145 0 11/1/2005 73600 73310.58 Rate/Term Refinance 124 285402192 0 11/1/2005 35000 34965.09 Cash Out Refinance 115 285402359 0 10/15/2005 53858.7 53754.81 Cash Out Refinance 124 285402387 0 10/15/2005 117000 116623.84 Cash Out Refinance 124 285402453 0 10/15/2005 104000 103678.7 Rate/Term Refinance 124 285402507 0.5 11/15/2005 132509.5 132381.35 Cash Out Refinance 124 285402516 0 10/15/2005 26000 25901.87 Cash Out Refinance 110 285402541 0 10/1/2005 150000 149701.32 Cash Out Refinance 124 285402557 0 11/1/2005 64117.5 63975.27 Cash Out Refinance 124 285402631 0 10/12/2005 78000 77752.95 Cash Out Refinance 110 285402687 0.5 11/1/2005 76200 76066.14 Cash Out Refinance 124 285402712 0 11/1/2005 86000 85818.5 Cash Out Refinance 115 285402810 0 11/1/2005 289568 288739.42 Cash Out Refinance 124 285402934 0.5 12/1/2005 76941 76814.2 Cash Out Refinance 124 285402964 0 10/15/2005 86813.5 86733.17 Cash Out Refinance 124 285703119 0 10/10/2005 35290 35000.14 Cash Out Refinance 110 285703530 0 10/1/2005 35000 34844.41 Cash Out Refinance 110 285703563 0 11/15/2005 125000 124896.95 Cash Out Refinance 110 285703766 0.5 11/15/2005 209450.5 208966.56 Cash Out Refinance 124 285703853 0.5 12/1/2005 214579.9 214334.64 Cash Out Refinance 124 285703952 0.5 11/15/2005 87900 87900 Cash Out Refinance 124 285703968 0.5 11/13/2005 20000 19996.14 Cash Out Refinance 110 285800784 0 10/1/2005 17940 17749.41 Cash Out Refinance 110 285900867 0 10/15/2005 51579.3 51324.29 Cash Out Refinance 124 285901043 0 10/15/2005 286000 285153.16 Cash Out Refinance 124 285901127 0 11/1/2005 458793 457404.45 Rate/Term Refinance 124 285901181 0 10/15/2005 48239 47792.52 Cash Out Refinance 110 285901192 0 10/15/2005 121000 120879.22 Cash Out Refinance 124 285901263 0 11/1/2005 373000 372317.28 Cash Out Refinance 124 285901276 0.5 11/15/2005 64392 64306.46 Cash Out Refinance 124 285901324 0 11/1/2005 204500 203914.82 Rate/Term Refinance 124 285901333 0 11/1/2005 214852.5 214356.55 Cash Out Refinance 124 285901347 0 11/1/2005 73296.9 73148.37 Cash Out Refinance 124 285901358 0.5 10/1/2005 214908.3 214727.09 Rate/Term Refinance 124 285901410 0.5 10/15/2005 300000 299639.7 Cash Out Refinance 124 285901425 0.5 11/1/2005 74654.25 74585.41 Cash Out Refinance 124 285901426 0.5 11/15/2005 85000 84863.92 Cash Out Refinance 153 286001212 0 10/15/2005 50000 49941.24 Cash Out Refinance 124 286001282 0 9/15/2005 474891 472959.07 Cash Out Refinance 124 286001418 0 11/1/2005 84588 84397.33 Cash Out Refinance 124 286001419 0 11/1/2005 77468.51 77229.34 Cash Out Refinance 124 286001479 0 11/15/2005 65196.9 65077.57 Cash Out Refinance 124 286001666 0 10/15/2005 74654.25 74506 Rate/Term Refinance 124 286001708 0 12/1/2005 135735 135473.52 Rate/Term Refinance 124 286001732 0 11/1/2005 50306.25 50241.58 Cash Out Refinance 124 286001754 0 11/1/2005 50000 49864.61 Cash Out Refinance 124 286001762 0 11/1/2005 67537.1 67425.59 Cash Out Refinance 124 286001770 0.5 12/1/2005 202588.26 202254.51 Cash Out Refinance 124 286001793 0.5 11/15/2005 84514.5 84419.87 Cash Out Refinance 124 286001794 0 10/15/2005 72392 72315.05 Cash Out Refinance 124 286001864 0.5 11/1/2005 129015.3 128906.63 Cash Out Refinance 124 286001875 0.5 11/1/2005 364000 363307.42 Cash Out Refinance 153 286002057 0.5 12/1/2005 121947.7 121876.8 Cash Out Refinance 124 286101284 0 11/1/2005 157019.2 156773.76 Rate/Term Refinance 124 286101365 0 2/1/2006 126000 125648.86 Rate/Term Refinance 124 286102093 0.5 11/1/2005 187412.5 186904.38 Cash Out Refinance 117 286400004 0 11/1/2005 250000 249140.11 Cash Out Refinance 124 286400016 0.5 11/1/2005 125600 125304.26 Purchase 124 286400022 0.5 12/1/2005 250000 250000 Purchase 124 286400032 0.5 12/1/2005 224000 223999.99 Purchase 124 286400034 0.5 11/1/2005 226400 226000.99 Purchase 124 286400039 0.5 11/1/2005 236000 236000 Purchase 124 286400058 0.5 12/1/2005 29400 29385.84 Purchase 110 286400062 0.5 12/1/2005 200000 199839.26 Purchase 124 286400067 0.5 11/1/2005 35000 34987.92 Purchase 115 286400069 0.5 12/1/2005 50000 49979.02 Purchase 110 286600001 0 10/1/2005 91200 90854.45 Purchase 124 286600005 0 11/1/2005 348000 348000 Purchase 124 286600008 0 11/1/2005 242400 242399.99 Purchase 124 286600012 0 10/1/2005 105600 105527.73 Purchase 124 286600015 0 11/1/2005 86400 86084.85 Purchase 110 286600017 0 11/1/2005 211240 210936.06 Purchase 124 286600020 0 11/1/2005 122742 122289.84 Purchase 124 286600025 0 11/1/2005 160650 160190.59 Purchase 153 286600026 0 11/1/2005 87000 86443.11 Purchase 110 286600027 0 11/1/2005 105200 104886.62 Purchase 124 286600030 0 11/1/2005 364000 363694.37 Purchase 124 286600039 0 10/1/2005 372000 372000 Purchase 124 286600040 0 11/1/2005 104000 103740.01 Purchase 110 286600041 0 11/1/2005 143120 142638.27 Purchase 124 286600043 0 11/1/2005 93000 92830.74 Purchase 115 286600047 0 11/1/2005 17890 17794.61 Purchase 110 286600048 0 11/1/2005 31700 31487.44 Purchase 110 286600056 0 11/1/2005 59600 59483.98 Rate/Term Refinance 115 286600057 0 10/1/2005 96980 96607.74 Purchase 110 286600065 0 11/1/2005 26300 26176.61 Purchase 110 286600067 0 11/1/2005 172000 171999.99 Purchase 153 286600070 0 10/1/2005 270400 270400 Purchase 124 286600072 0 11/1/2005 456000 456000 Purchase 124 286600073 0 11/1/2005 102400 102146.71 Purchase 124 286600075 0 11/1/2005 273750 272926.76 Purchase 124 286600076 0 10/1/2005 418500 418500 Cash Out Refinance 153 286600079 0 10/1/2005 188000 188000 Purchase 153 286600085 0 11/1/2005 78400 78263.68 Rate/Term Refinance 153 286600089 0 11/1/2005 134400 134400 Purchase 153 286600093 0 11/1/2005 33600 33431.97 Purchase 110 286600094 0 11/1/2005 51780 51402.7 Purchase 110 286600098 0 10/1/2005 22800 22691.05 Purchase 110 286600100 0 11/1/2005 200000 200000 Purchase 153 286600101 0 11/1/2005 136000 135756.13 Cash Out Refinance 124 286600103 0 10/1/2005 64000 63829.66 Cash Out Refinance 124 286600109 0.5 11/1/2005 352000 352000 Rate/Term Refinance 153 286600117 0.5 11/1/2005 220000 220000 Rate/Term Refinance 124 286600126 0.5 12/1/2005 165600 165504.72 Purchase 124 286600131 0.5 11/1/2005 210000 209708.53 Cash Out Refinance 124 286600133 0.5 11/1/2005 440000 439999.67 Purchase 153 286600140 0.5 12/1/2005 496000 496000 Purchase 124 286600145 0.5 11/1/2005 252480 252480 Purchase 124 286600147 0.5 11/1/2005 448790 448790 Purchase 124 286600152 0.5 11/1/2005 128000 128000 Purchase 153 286600154 0.5 12/1/2005 73000 72749.65 Purchase 110 286600159 0.5 11/1/2005 497250 497250 Rate/Term Refinance 153 286600164 0.5 12/1/2005 216000 216000 Purchase 124 286600166 0.5 11/1/2005 352528 351824.35 Rate/Term Refinance 124 286600168 0.5 11/1/2005 508500 508500 Cash Out Refinance 124 286600173 0.5 11/1/2005 231200 231143 Purchase 124 286600174 0.5 11/1/2005 94400 94257.11 Purchase 153 286600176 0.5 12/1/2005 140000 139758.24 Purchase 124 286600179 0.5 11/1/2005 268000 268000 Purchase 124 286600180 0.5 11/1/2005 100960 100807.27 Purchase 124 286600184 0.5 11/1/2005 74300 74199.56 Rate/Term Refinance 110 286600185 0.5 12/1/2005 69560 69455.18 Purchase 110 286600188 0.5 11/1/2005 80000 79792.19 Purchase 124 286600233 0.5 11/1/2005 83700 83649.29 Purchase 153 286600239 0.5 11/1/2005 180405 180258.57 Purchase 153 286600244 0.5 12/1/2005 22000 21991.25 Purchase 110 286600248 0.5 12/1/2005 22980 22919.39 Purchase 110 286600252 0.5 11/1/2005 83250 83183.75 Purchase 153 286600254 0.5 11/1/2005 47600 47578.26 Purchase 110 286600260 0.5 11/1/2005 54020 53993.43 Purchase 115 286700019 0.5 11/15/2005 98588 98448.37 Cash Out Refinance 153 286700035 0 11/1/2005 350625 349621.73 Rate/Term Refinance 124 286700062 0 11/1/2005 149000 148534.29 Cash Out Refinance 124 286700137 0 11/1/2005 145333 144947.74 Cash Out Refinance 153 286700154 0.5 11/15/2005 59843 59741.66 Cash Out Refinance 153 286700162 0 11/1/2005 56000 55885.37 Rate/Term Refinance 110 286700190 0.5 10/15/2005 59843 59817.9 Rate/Term Refinance 124 286700271 0.5 11/1/2005 257568 257217.66 Cash Out Refinance 124 286902648 0 11/1/2005 72661.4 72393.73 Cash Out Refinance 124 286902733 0 11/1/2005 149308.5 148874.26 Rate/Term Refinance 124 286902788 0 11/1/2005 133000 132426.52 Cash Out Refinance 124 286902833 0 10/1/2005 136300.63 135965.85 Cash Out Refinance 124 286902850 0 10/1/2005 28000 27896.08 Cash Out Refinance 110 286902889 0 10/14/2005 35000 34784.82 Cash Out Refinance 110 286902926 0 11/1/2005 100000 99816.95 Cash Out Refinance 124 286902959 0 10/15/2005 75000 74870.7 Cash Out Refinance 110 286902979 0 11/1/2005 99000 98848.03 Cash Out Refinance 124 286903022 0 11/15/2005 79900 79638.39 Cash Out Refinance 110 286903128 0 11/1/2005 122500 122287.02 Cash Out Refinance 124 286903133 0 11/1/2005 88112.5 87952.86 Cash Out Refinance 124 286903152 0 11/1/2005 55000 54886.64 Cash Out Refinance 124 286903198 0 11/1/2005 267900 267204.12 Cash Out Refinance 124 286903219 0 11/1/2005 225000 224543.11 Cash Out Refinance 124 286903223 0 10/15/2005 35200 35168.39 Cash Out Refinance 124 286903236 0 11/1/2005 60000 59672.88 Cash Out Refinance 110 286903272 0.5 12/15/2005 75490 75285.16 Rate/Term Refinance 124 286903282 0 11/1/2005 168000 167637.63 Cash Out Refinance 124 286903313 0 11/2/2005 95400 95290.94 Cash Out Refinance 110 286903314 0 11/1/2005 62800 62204.68 Cash Out Refinance 110 286903326 0.5 10/15/2005 52318.5 52270.5 Cash Out Refinance 124 286903329 0 11/1/2005 50000 49923.25 Cash Out Refinance 110 286903332 0 11/15/2005 64972.4 64900.41 Cash Out Refinance 124 286903339 0 10/15/2005 106000 105820.49 Cash Out Refinance 153 286903356 0.5 11/15/2005 45000 44952.66 Cash Out Refinance 124 286903357 0 11/15/2005 99000 98836.9 Cash Out Refinance 124 286903371 0.5 11/1/2005 161000 160748.04 Cash Out Refinance 153 286903389 0.5 11/15/2005 145000 144721.5 Cash Out Refinance 124 286903390 0.5 10/15/2005 46000 45957.34 Cash Out Refinance 110 286903408 0.5 11/1/2005 210300 209899.86 Rate/Term Refinance 124 286903419 0 10/15/2005 84155 84055.78 Cash Out Refinance 124 286903427 0.5 11/15/2005 207000 206694.86 Cash Out Refinance 124 286903442 0 11/1/2005 137700 137534.39 Cash Out Refinance 124 286903481 0.5 11/1/2005 253000 252518.63 Cash Out Refinance 153 286903557 0.5 11/15/2005 209000 208609.93 Cash Out Refinance 124 286903597 0.5 11/1/2005 261950 261451.59 Cash Out Refinance 124 286903832 0.5 11/13/2005 40000 39981.33 Cash Out Refinance 110 287200651 0 10/1/2005 382500 380910.8 Cash Out Refinance 124 287200652 0 11/1/2005 160800 159953.45 Cash Out Refinance 124 287200669 0 11/1/2005 172400 172368.75 Purchase 124 287200674 0 11/1/2005 304000 302528.66 Purchase 124 287200685 0 11/1/2005 260000 259219.34 Cash Out Refinance 120 287200690 0 11/1/2005 294920 294920 Cash Out Refinance 124 287200704 0 11/1/2005 218829 218307.61 Cash Out Refinance 124 287200710 0.5 12/1/2005 261600 261110.29 Purchase 124 287200749 0.5 11/1/2005 508000 507051.91 Cash Out Refinance 124 287200754 0.5 12/1/2005 466836 465947.84 Cash Out Refinance 124 287200771 0.5 11/1/2005 455245 454334.59 Cash Out Refinance 124 287200792 0.5 11/1/2005 472800 472301.66 Purchase 124 287200793 0.5 11/1/2005 441000 440999.99 Purchase 124 287200805 0.5 12/1/2005 59000 58966.05 Cash Out Refinance 110 287301104 0 11/1/2005 189000 188310.04 Cash Out Refinance 153 287301181 0 11/1/2005 300000 300000 Cash Out Refinance 124 287301194 0.5 11/1/2005 349000 348373.39 Cash Out Refinance 124 287301202 0 11/1/2005 485000 485000 Cash Out Refinance 124 287301214 0 11/1/2005 464000 464000 Cash Out Refinance 124 287301216 0 11/1/2005 266901 266900.99 Cash Out Refinance 153 287301233 0 11/1/2005 153630 153249.23 Cash Out Refinance 153 287301234 0 11/1/2005 381362 380371.4 Purchase 153 287301252 0.5 11/1/2005 236000 236000 Cash Out Refinance 124 287301303 0.5 11/1/2005 204000 203615.57 Rate/Term Refinance 110 287301334 0.5 11/1/2005 93000 92903.19 Cash Out Refinance 115 287301338 0.5 11/1/2005 440000 440000 Purchase 124 287301340 0.5 11/1/2005 543239 543239 Cash Out Refinance 124 287301342 0.5 12/1/2005 308000 307964.33 Purchase 124 287301347 0.5 12/1/2005 315000 314869.35 Cash Out Refinance 124 287301351 0.5 11/1/2005 363600 363600 Cash Out Refinance 124 287301419 0.5 11/1/2005 94000 93954.24 Purchase 115 287500713 0 10/11/2005 97971 97470.05 Purchase 110 287500873 0 11/1/2005 104000 103555.94 Purchase 153 287500884 0 10/15/2005 77600 77600 Purchase 153 287500903 0 10/1/2005 54075 53851.29 Cash Out Refinance 153 287500904 0 10/1/2005 328000 326846.04 Cash Out Refinance 124 287500911 0 11/1/2005 71475 71198.29 Cash Out Refinance 153 287500921 0 11/1/2005 135702 135155.57 Purchase 153 287500923 0 10/1/2005 198000 197233.56 Cash Out Refinance 153 287500998 0 11/1/2005 204000 203999.99 Purchase 153 287501016 0 11/15/2005 100000 99831.06 Cash Out Refinance 124 287501018 0 10/15/2005 140000 139680.01 Purchase 153 287501027 0 10/15/2005 60255 60112.59 Purchase 153 287501029 0 11/1/2005 210400 210390.32 Purchase 153 287501062 0 11/13/2005 87125 86939.32 Cash Out Refinance 110 287501070 0 11/15/2005 94760 94496.57 Cash Out Refinance 153 287501073 0.5 12/1/2005 211500 211021.2 Purchase 153 287501075 0 10/1/2005 137335 137083.11 Purchase 153 287501083 0 11/1/2005 141000 139911.19 Cash Out Refinance 124 287501108 0.5 12/1/2005 117008 116770.41 Purchase 110 287501109 0 11/15/2005 56700 56607.25 Cash Out Refinance 153 287501124 0.5 11/1/2005 296640 296639.99 Cash Out Refinance 153 287501128 0.5 11/15/2005 144458 144231.94 Rate/Term Refinance 153 287501138 0.5 11/15/2005 97850 97674.32 Cash Out Refinance 153 287501160 0.5 11/1/2005 173600 173600 Purchase 153 287501173 0.5 12/1/2005 121000 120818.02 Cash Out Refinance 110 287501220 0.5 12/1/2005 144000 143746.44 Purchase 110 287501233 0.5 11/1/2005 225000 225000 Purchase 124 287501273 0.5 11/15/2005 124000 123890.06 Purchase 153 287501274 0.5 11/15/2005 31000 30982.71 Purchase 110 287501278 0.5 11/9/2005 35800 35780.03 Purchase 115 287501294 0.5 12/1/2005 23600 23591.76 Cash Out Refinance 110 287501321 0.5 12/1/2005 200347 200135.83 Purchase 153 287600879 0 10/15/2005 53300 53004.73 Cash Out Refinance 153 287600896 0 10/15/2005 118692 118205.19 Purchase 124 287601055 0 10/11/2005 131775 131313.24 Rate/Term Refinance 110 287601064 0 10/15/2005 253425 252423.09 Cash Out Refinance 153 287601117 0 11/1/2005 82400 82033.65 Purchase 110 287601134 0 10/15/2005 121633.6 121283.38 Purchase 153 287601150 0 11/1/2005 86100 85866.09 Purchase 124 287601161 0 11/1/2005 175500 175038.43 Cash Out Refinance 124 287601178 0 11/1/2005 61200 60965.9 Purchase 153 287601197 0 10/1/2005 121140 120845.73 Purchase 153 287601210 0 11/8/2005 54167 53940.59 Purchase 110 287601226 0 11/1/2005 83000 82862.69 Purchase 110 287601229 0.5 11/1/2005 99920 99631.33 Purchase 124 287601231 0.5 10/1/2005 112500 112293.65 Rate/Term Refinance 110 287601254 0.5 11/1/2005 88560 88336.6 Purchase 110 287601270 0.5 11/1/2005 86674 86445.94 Purchase 153 287601282 0.5 10/1/2005 105600 105426.01 Purchase 153 287601290 0.5 11/15/2005 117600 117374.08 Purchase 153 287601314 0.5 11/1/2005 52980 52916.87 Cash Out Refinance 124 287601321 0.5 11/1/2005 72000 71906.9 Cash Out Refinance 153 287601334 0.5 11/1/2005 156600 156442.04 Purchase 124 287601348 0.5 11/1/2005 116000 115866.02 Cash Out Refinance 124 287601377 0.5 11/15/2005 118800 118731.25 Purchase 153 287601379 0.5 11/15/2005 98800 98717.4 Purchase 124 287601380 0.5 12/1/2005 24700 24687.84 Purchase 110 287601385 0.5 11/12/2005 26308.4 26297.37 Purchase 115 287700479 0 11/11/2005 56907.5 56647.45 Purchase 110 287700487 0 10/15/2005 117000 116410.63 Cash Out Refinance 124 287700545 0 10/1/2005 111240 110711.79 Purchase 153 287700580 0.5 10/1/2005 52500 52354.15 Purchase 153 287700582 0 11/1/2005 71000 70430.04 Rate/Term Refinance 110 287700588 0 10/1/2005 176000 175338.68 Purchase 153 287700596 0 9/15/2005 93750 93454.77 Purchase 153 287700598 0.5 12/1/2005 131500 131080.13 Rate/Term Refinance 110 287700614 0 11/1/2005 147931.9 147488.58 Purchase 124 287700622 0 10/17/2005 94250 93735.6 Cash Out Refinance 110 287700629 0 11/1/2005 63325 63187.64 Purchase 110 287700665 0 10/15/2005 196800 196322.7 Purchase 153 287700676 0 11/8/2005 68400 68237.03 Purchase 110 287700691 0 10/15/2005 112000 111738.37 Purchase 153 287700696 0.5 12/8/2005 50000 49964.55 Cash Out Refinance 110 287700702 0 11/1/2005 64117.5 64009.42 Purchase 124 287700737 0 11/1/2005 60255 60124.29 Purchase 153 287700742 0.5 11/1/2005 38000 37954.76 Cash Out Refinance 115 287700746 0.5 11/8/2005 67150 67080.82 Cash Out Refinance 110 287700754 0.5 11/1/2005 64932 64840.96 Purchase 153 287700772 0 10/15/2005 78400 78283.26 Purchase 153 287700781 0.5 12/1/2005 64350 64273.34 Purchase 153 287700819 0.5 11/1/2005 309092 308688.29 Cash Out Refinance 153 287700822 0.5 11/13/2005 40000 39977.22 Cash Out Refinance 110 287700827 0.5 11/1/2005 69200 69045.29 Purchase 153 287700831 0.5 11/15/2005 223000 222877.93 Purchase 124 287700836 0.5 11/1/2005 100000 99804.17 Purchase 153 287700845 0.5 11/12/2005 46980 46955.64 Purchase 110 287700852 0.5 12/1/2005 99600 99521.52 Purchase 153 287700854 0.5 11/1/2005 192816 192595.6 Cash Out Refinance 124 287700860 0.5 11/1/2005 82720 82340.52 Purchase 110 287700869 0.5 11/15/2005 76000 75921.39 Purchase 124 287700884 0.5 11/9/2005 30980 30964.55 Purchase 110 287700896 0.5 11/1/2005 214400 214213.59 Purchase 153 287700906 0.5 12/1/2005 32000 31980 Cash Out Refinance 110 287800204 0 11/1/2005 50040 49612.12 Purchase 110 287800243 0 10/15/2005 109600 109413.32 Purchase 124 287800245 0 11/15/2005 76941 76776.26 Purchase 124 287800264 0.5 11/1/2005 106200 106087.11 Purchase 124 287800298 0.5 11/1/2005 131920 131663.34 Purchase 124 287800306 0.5 11/1/2005 208250 208250 Cash Out Refinance 124 287800310 0.5 12/1/2005 94400 94248.82 Purchase 124 287900366 0 10/1/2005 216800 216800 Purchase 124 287900538 0 11/1/2005 226400 226138.68 Rate/Term Refinance 124 287900604 0 11/1/2005 35500 35119.44 Purchase 110 287900656 0 11/1/2005 346800 346800 Purchase 124 288002886 0 10/1/2005 80200 80045.33 Cash Out Refinance 115 288002936 0 11/1/2005 115000 114680.5 Cash Out Refinance 124 288003118 0 11/1/2005 42800 42695.79 Cash Out Refinance 115 288003173 0 11/1/2005 75200 74486.41 Cash Out Refinance 115 288003342 0 11/1/2005 41000 40934.5 Purchase 115 288003359 0 10/15/2005 54817 54334.78 Cash Out Refinance 110 288003370 0 10/15/2005 63000 62918.28 Cash Out Refinance 115 288003377 0 11/1/2005 449165.5 447880.26 Cash Out Refinance 124 288003437 0 11/1/2005 25625 25581.66 Cash Out Refinance 115 288003462 0 10/15/2005 110000 109785.55 Cash Out Refinance 115 288003484 0 11/1/2005 54150 54075.83 Cash Out Refinance 115 288003530 0 10/1/2005 305734.5 304468.12 Cash Out Refinance 124 288003543 0 10/1/2005 131210.5 130916.53 Cash Out Refinance 110 288003546 0 11/1/2005 58825 58764.84 Cash Out Refinance 115 288003561 0 9/15/2005 205000 204734.27 Cash Out Refinance 124 288003568 0 10/15/2005 50000 49614.25 Cash Out Refinance 110 288003594 0 10/5/2005 32600 32382.71 Cash Out Refinance 110 288003647 0 10/1/2005 235030.8 234677.53 Cash Out Refinance 124 288003660 0 10/15/2005 61000 60934 Cash Out Refinance 115 288003668 0 11/1/2005 327573.8 326761.96 Cash Out Refinance 124 288003692 0 11/1/2005 92500 92270.73 Cash Out Refinance 124 288003710 0 9/15/2005 78000 77920.93 Cash Out Refinance 115 288003750 0 11/1/2005 243079.8 242448.37 Cash Out Refinance 124 288003781 0 10/1/2005 257400 256945.04 Cash Out Refinance 110 288003862 0.5 11/1/2005 313748.3 313206.5 Cash Out Refinance 124 288003882 0.5 12/1/2005 316000 315398.76 Rate/Term Refinance 124 288003974 0.5 11/1/2005 453097 452299.16 Cash Out Refinance 124 288103443 0 11/1/2005 67500 65801.3 Cash Out Refinance 110 288103562 0 11/1/2005 100000 99675.98 Cash Out Refinance 124 288104046 0 11/15/2005 69300 69182.64 Cash Out Refinance 124 288104326 0.5 11/1/2005 60000 59934.05 Cash Out Refinance 124 288104398 0 11/1/2005 121225 121009.83 Cash Out Refinance 110 288104425 0.5 11/15/2005 50000 49975.66 Cash Out Refinance 124 288104607 0.5 11/1/2005 208500 208103.29 Cash Out Refinance 153 288104736 0.5 11/15/2005 140000 139926.65 Rate/Term Refinance 124 288201506 0 12/1/2005 50000 49885.76 Cash Out Refinance 124 288201657 0 10/15/2005 140000 139596.87 Cash Out Refinance 124 288201697 0 10/15/2005 297813 296911.66 Rate/Term Refinance 124 288201737 0 11/1/2005 97800 97694.86 Cash Out Refinance 115 288201809 0 10/15/2005 50000 49943.75 Cash Out Refinance 124 288201904 0 11/1/2005 50000 49939.87 Cash Out Refinance 124 288201920 0 10/15/2005 66500 66435 Cash Out Refinance 124 288201953 0 11/1/2005 345550 344752.37 Cash Out Refinance 124 288201975 0.5 11/1/2005 166000 165769.34 Cash Out Refinance 124 288202013 0 11/15/2005 189921 189657.4 Cash Out Refinance 124 288202085 0.5 11/1/2005 203000 202419.13 Cash Out Refinance 124 288301955 0 10/15/2005 200878 199652.57 Cash Out Refinance 124 288302596 0 10/15/2005 210800 210081.83 Cash Out Refinance 124 288302655 0 11/1/2005 434067.5 432561.7 Cash Out Refinance 124 288302856 0 11/1/2005 378000 376809.75 Cash Out Refinance 124 288302865 0 12/1/2005 76500 76270.76 Cash Out Refinance 124 288302900 0 10/1/2005 345000 344213.66 Cash Out Refinance 124 288302945 0 10/15/2005 123357.5 123129.38 Cash Out Refinance 124 288302963 0 10/1/2005 52200 52073.44 Cash Out Refinance 124 288303009 0 11/1/2005 63200 63077 Cash Out Refinance 124 288303051 0.5 11/1/2005 55300 55247.07 Cash Out Refinance 124 288303103 0 10/15/2005 66904.2 66788.67 Cash Out Refinance 124 288303150 0 10/15/2005 85681.15 85586.98 Cash Out Refinance 124 288303275 0.5 11/1/2005 51210 51163.03 Cash Out Refinance 124 288303287 0.5 11/1/2005 117000 116906.59 Cash Out Refinance 124 288303374 0.5 12/1/2005 166500 166343.99 Rate/Term Refinance 124 288303431 0.5 11/1/2005 320585 320585 Rate/Term Refinance 124 288303570 0.5 11/15/2005 60992.1 60960.15 Cash Out Refinance 124 288502997 0 10/1/2005 213000 212519.49 Cash Out Refinance 124 288503011 0 11/7/2005 40000 39937.62 Cash Out Refinance 115 288503174 0 11/15/2005 289568 288540.03 Cash Out Refinance 124 288503270 0 10/1/2005 116308.5 116106.62 Cash Out Refinance 110 288503282 0 11/1/2005 61900 61817.19 Cash Out Refinance 115 288503311 0 10/15/2005 360250 359788.98 Cash Out Refinance 124 288503387 0 10/1/2005 67000 66902.05 Cash Out Refinance 115 288503440 0 11/15/2005 76000 75903.13 Cash Out Refinance 115 288503472 0 11/11/2005 56780 56717.33 Cash Out Refinance 115 288503519 0 11/1/2005 92500 92407.2 Cash Out Refinance 115 288503548 0 10/12/2005 92000 91906.94 Cash Out Refinance 115 288503683 0 10/15/2005 183803.5 183470.26 Cash Out Refinance 124 288503719 0 11/1/2005 525763.5 524357.38 Cash Out Refinance 124 288503798 0 11/1/2005 50000 49840.8 Cash Out Refinance 110 288503820 0.5 12/1/2005 280500 278157.7 Cash Out Refinance 110 288503838 0 11/1/2005 156000 155553.62 Rate/Term Refinance 153 288503855 0.5 11/1/2005 186309.2 186084.97 Cash Out Refinance 124 288503862 0 11/1/2005 352006.1 351027.55 Cash Out Refinance 124 288503925 0 11/1/2005 87000 86755.8 Cash Out Refinance 153 288504011 0.5 11/10/2005 55000 54953.66 Cash Out Refinance 110 288504016 0 10/15/2005 271470 271049.37 Cash Out Refinance 124 288504035 0 10/15/2005 280519 280105.47 Cash Out Refinance 124 288504075 0.5 11/10/2005 53000 52964.42 Cash Out Refinance 110 288504163 0.5 11/1/2005 328000 327343.01 Rate/Term Refinance 124 288504201 0.5 11/1/2005 217000 216587.13 Rate/Term Refinance 124 288504314 0.5 11/1/2005 381500 380774.13 Cash Out Refinance 124 288504449 0.5 11/14/2005 85598 85560.43 Cash Out Refinance 110 288601519 0 10/1/2005 630400 627699.49 Rate/Term Refinance 124 288601974 0 10/15/2005 91000 90836.6 Cash Out Refinance 124 288601975 0 11/1/2005 35000 34825.42 Cash Out Refinance 110 288602135 0 10/15/2005 225000 224481.85 Cash Out Refinance 124 288602238 0 11/13/2005 80000 79782.41 Cash Out Refinance 110 288602244 0 10/1/2005 225000 224500.9 Cash Out Refinance 124 288602342 0 11/1/2005 360000 359285.09 Cash Out Refinance 124 288602395 0 10/18/2005 110000 109662.79 Cash Out Refinance 110 288602408 0.5 11/15/2005 200000 199619.47 Cash Out Refinance 124 288602469 0 11/15/2005 237250 236929.9 Cash Out Refinance 124 288602474 0.5 11/15/2005 271000 270596.48 Cash Out Refinance 124 288602557 0.5 10/1/2005 169029 168872.29 Cash Out Refinance 124 288602569 0.5 11/15/2005 168000 167705.05 Cash Out Refinance 124 288602583 0.5 12/1/2005 309886.5 309611.17 Cash Out Refinance 124 288602604 0.5 12/1/2005 220000 219581.42 Cash Out Refinance 124 288602703 0.5 11/1/2005 191000 190636.58 Rate/Term Refinance 124 288602790 0.5 11/15/2005 135000 134938.33 Cash Out Refinance 153 288701481 0 11/15/2005 334033.5 332376.95 Rate/Term Refinance 124 288701773 0 11/15/2005 182000 181597 Cash Out Refinance 124 288701783 0 11/8/2005 44000 43815.01 Cash Out Refinance 110 288701869 0 11/1/2005 174344.49 173956.01 Cash Out Refinance 124 288701977 0 11/1/2005 234019 233462.51 Cash Out Refinance 124 288701989 0 11/1/2005 452000 451036.74 Cash Out Refinance 124 288702021 0 10/15/2005 210000 209677.82 Cash Out Refinance 124 288702022 0 11/1/2005 377450 376677.38 Cash Out Refinance 124 288702055 0.5 11/1/2005 217323 217108.36 Cash Out Refinance 124 288702076 0.5 11/15/2005 140000 139733.62 Cash Out Refinance 124 288702108 0.5 11/15/2005 275538.5 274999.09 Rate/Term Refinance 124 288702197 0.5 12/1/2005 125000 124873.92 Cash Out Refinance 124 288801836 0 10/1/2005 278897.85 277973.17 Cash Out Refinance 124 288801876 0 10/1/2005 53000 52901.19 Cash Out Refinance 115 288802024 0 10/15/2005 467500 465949.73 Cash Out Refinance 124 288802116 0 10/1/2005 70000 69661.12 Cash Out Refinance 110 288802293 0.5 11/1/2005 170980 169418.46 Cash Out Refinance 124 288802337 0.5 12/1/2005 192352.5 191986.53 Cash Out Refinance 124 288802352 0 11/1/2005 424930.5 423714.59 Cash Out Refinance 124 288802354 0 10/1/2005 129000 128709.27 Cash Out Refinance 124 288802387 0 11/1/2005 438700 437444.7 Cash Out Refinance 124 288802426 0.5 12/1/2005 88500 88321.41 Cash Out Refinance 153 288802436 0.5 11/1/2005 389107 388467.24 Rate/Term Refinance 124 288802469 0.5 12/1/2005 495842 494943.07 Cash Out Refinance 124 288802521 0.5 11/1/2005 178150 177620.42 Cash Out Refinance 124 288802532 0.5 11/1/2005 343862 343243.77 Rate/Term Refinance 124 288901315 0 12/1/2005 264800 264132.04 Cash Out Refinance 124 289001193 0 11/1/2005 100000 99632.44 Cash Out Refinance 110 289001405 0 11/1/2005 109500 109271.27 Cash Out Refinance 124 289001463 0 11/15/2005 268000 267499.82 Cash Out Refinance 124 289001562 0.5 12/1/2005 431500 430747.56 Cash Out Refinance 124 289001605 0.5 12/1/2005 27500 27431.46 Cash Out Refinance 110 289102552 0.5 11/1/2005 376156 374964.51 Cash Out Refinance 120 289103158 0 11/1/2005 54982.2 54896.01 Cash Out Refinance 124 289103169 0 10/1/2005 80000 79896.28 Cash Out Refinance 124 289103204 0 10/15/2005 192499.5 192369.75 Cash Out Refinance 124 289103277 0.5 11/1/2005 92563.5 92467.15 Cash Out Refinance 124 289103284 0.5 11/15/2005 95600 95553.95 Cash Out Refinance 124 289202585 0 11/1/2005 44000 43415.59 Cash Out Refinance 110 289202628 0 11/1/2005 58400 58089.29 Cash Out Refinance 110 289202673 0 10/1/2005 62100 61939.95 Cash Out Refinance 124 289202713 0 10/15/2005 30000 29969.99 Cash Out Refinance 115 289202886 0 11/15/2005 18000 17951.81 Cash Out Refinance 110 289203005 0 11/1/2005 445000 444131.88 Cash Out Refinance 124 289203104 0 10/1/2005 130400 129658.19 Cash Out Refinance 110 289203142 0 11/15/2005 100000 99807.37 Cash Out Refinance 124 289203150 0 11/1/2005 219000 218630.85 Rate/Term Refinance 124 289203167 0 11/15/2005 120000 119889.93 Cash Out Refinance 124 289203181 0 10/15/2005 95748.8 95612.6 Rate/Term Refinance 124 289203186 0 11/15/2005 68000 67916.45 Cash Out Refinance 124 289203204 0 10/15/2005 111076.2 110864.85 Cash Out Refinance 124 289203222 0.5 11/15/2005 120000 119892.24 Cash Out Refinance 124 289203437 0.5 12/1/2005 69964.5 69863.56 Cash Out Refinance 124 289203487 0.5 11/1/2005 94400 94230.52 Rate/Term Refinance 124 289301511 0 11/1/2005 50000 49921.64 Cash Out Refinance 124 289301894 0 11/1/2005 85000 84509.76 Cash Out Refinance 110 289301899 0 10/15/2005 428000 427282.32 Cash Out Refinance 124 289301918 0 11/15/2005 365000 364457.11 Cash Out Refinance 124 289301946 0 10/1/2005 192499.5 192279.55 Rate/Term Refinance 124 289302097 0.5 11/15/2005 155000 154705.08 Cash Out Refinance 124 289302133 0 11/1/2005 60000 59872.13 Cash Out Refinance 124 289302287 0.5 11/1/2005 85000 84916.05 Cash Out Refinance 124 289401190 0 11/13/2005 35213 35161.95 Cash Out Refinance 115 289401282 0 11/14/2005 35765 35593.16 Cash Out Refinance 110 289401389 0 11/1/2005 64180.2 63919.02 Cash Out Refinance 124 289401461 0 10/1/2005 17000 16912.21 Cash Out Refinance 110 289401468 0 11/1/2005 54900 54712.94 Cash Out Refinance 124 289401545 0 11/15/2005 85137 84879.32 Cash Out Refinance 124 289401567 0 11/15/2005 124431 124110.33 Cash Out Refinance 124 289401929 0 11/15/2005 467500 466452.62 Cash Out Refinance 124 289401954 0 11/13/2005 45000 44808.87 Cash Out Refinance 110 289402013 0 10/1/2005 192800 192274.27 Rate/Term Refinance 124 289402161 0.5 12/1/2005 93350 93169.38 Cash Out Refinance 124 289402314 0.5 12/1/2005 65399.85 64707.95 Cash Out Refinance 110 289402345 0.5 11/1/2005 209450.5 209051.98 Cash Out Refinance 124 289402478 0.5 12/1/2005 188078 187786.58 Cash Out Refinance 153 289500244 0 10/15/2005 500000 500000 Cash Out Refinance 124 289500274 0 10/1/2005 266049 265059.18 Cash Out Refinance 124 289500275 0 11/17/2005 60000 59760.75 Purchase 110 289500278 0.5 12/1/2005 360000 359135.46 Cash Out Refinance 153 289500284 0 11/15/2005 85000 84796.01 Cash Out Refinance 124 289500297 0 11/1/2005 306000 304872.86 Purchase 153 289500304 0 11/1/2005 282800 281846.09 Cash Out 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Refinance 124 289600420 0.5 11/1/2005 331619 330749.17 Cash Out Refinance 124 289600480 0.5 11/1/2005 215200 215200 Purchase 124 289600485 0 11/1/2005 375000 373935.18 Cash Out Refinance 124 289600537 0.5 11/1/2005 400000 400000 Purchase 124 289600567 0.5 11/1/2005 196200 195899 Purchase 124 289600591 0.5 11/1/2005 235000 234602.07 Cash Out Refinance 124 289600603 0.5 11/1/2005 328000 327999.33 Purchase 110 289600614 0.5 12/1/2005 391000 391000 Rate/Term Refinance 124 289600631 0.5 11/1/2005 68000 67966.9 Purchase 115 289600696 0.5 11/1/2005 55600 55557.49 Purchase 110 289801683 0 11/1/2005 127500 127181.27 Rate/Term Refinance 124 289801732 0.5 11/1/2005 35000 34757.06 Cash Out Refinance 110 289801777 0 11/1/2005 54600 54476.8 Cash Out Refinance 124 289802111 0.5 11/1/2005 52845 52608.21 Cash Out Refinance 110 289802141 0 11/1/2005 50000 49871.43 Cash Out Refinance 110 289802253 0.5 11/15/2005 59200 59170.25 Cash Out Refinance 124 289900006 0.5 10/1/2005 143200 142466.97 Rate/Term Refinance 110 289900608 0 10/13/2005 66450 66298.92 Cash Out Refinance 110 289901035 0 11/1/2005 40000 39824.73 Cash Out Refinance 110 289901266 0 11/1/2005 241082 240286.76 Rate/Term Refinance 124 289901306 0 10/15/2005 181930.9 181485.31 Cash Out Refinance 124 289901324 0 10/15/2005 100579.5 100306.42 Cash Out Refinance 124 289901441 0 11/15/2005 30400 30123.96 Cash Out Refinance 110 289901710 0 11/1/2005 106862.5 106682.17 Cash Out Refinance 124 289901772 0 10/1/2005 74250 74098.48 Cash Out Refinance 110 289901879 0 10/15/2005 107717.4 107612.34 Cash Out Refinance 124 289901904 0 11/1/2005 97000 96722.44 Rate/Term Refinance 124 289901920 0 10/1/2005 120000 119723 Rate/Term Refinance 124 289902040 0.5 11/1/2005 500000 499617.71 Rate/Term Refinance 124 289902055 0.5 11/1/2005 114607.5 114495.48 Cash Out Refinance 124 289902188 0.5 12/1/2005 101850 101696.9 Cash Out Refinance 124 290000005 0 10/15/2005 50000 49950.08 Cash Out Refinance 124 290000064 0 11/1/2005 56500 56375.89 Cash Out Refinance 124 290000095 0.5 11/15/2005 78500 78382.18 Cash Out Refinance 124 290200743 0 10/15/2005 50000 49933.35 Cash Out Refinance 110 290200828 0 11/15/2005 343862 343055.44 Cash Out Refinance 124 290200878 0 11/1/2005 160980 160521.07 Cash Out Refinance 124 290201420 0.5 11/1/2005 92852.7 92713.05 Cash Out Refinance 124 290201448 0.5 11/1/2005 154857.5 154271.35 Cash Out Refinance 124 290300076 0 11/1/2005 277842.5 276849.25 Cash Out Refinance 124 290300109 0 11/1/2005 92563.5 92140.53 Cash Out Refinance 124 290300275 0 11/1/2005 150000 149458.43 Cash Out Refinance 124 290300517 0 10/15/2005 245409.3 244771.11 Cash Out Refinance 124 290300548 0 11/15/2005 304771.85 303715.67 Cash Out Refinance 124 290300549 0 11/6/2005 149607.5 149373 Cash Out Refinance 110 290300592 0 11/1/2005 80490 80210.44 Cash Out Refinance 124 290300634 0 10/14/2005 28700 28582.01 Cash Out Refinance 110 290300746 0 10/1/2005 184658.4 184299.05 Cash Out Refinance 124 290300758 0 12/1/2005 189000 188554.99 Cash Out Refinance 124 290300927 0 11/15/2005 140000 139765.53 Cash Out Refinance 110 290301015 0 11/15/2005 149607.5 149395.47 Cash Out Refinance 124 290301108 0 10/1/2005 511111.5 510222.85 Cash Out Refinance 124 290301381 0.5 11/1/2005 105735 105652.52 Cash Out Refinance 124 290301407 0.5 11/15/2005 110300 110266.27 Cash Out Refinance 110 290301559 0.5 11/15/2005 226548.5 226362.43 Cash Out Refinance 124 290400004 0 11/1/2005 35000 34952.68 Cash Out Refinance 115 290400011 0 12/1/2005 61300 61186.62 Cash Out Refinance 124 290400259 0 10/15/2005 152172.2 151979.42 Cash Out Refinance 124 290400615 0.5 11/15/2005 21600 21595.43 Cash Out Refinance 110 290500025 0 11/1/2005 445000 443952.24 Rate/Term Refinance 153 290500029 0 11/1/2005 320000 319206.94 Cash Out Refinance 124 290500569 0.5 11/1/2005 211372 211125.35 Cash Out Refinance 124 290600077 0 10/15/2005 235000 234609.79 Cash Out Refinance 124 290600154 0.5 11/1/2005 496548 495865.76 Cash Out Refinance 110 290800024 0.5 11/19/2005 100000 99959.82 Cash Out Refinance 110 290900066 0.5 12/1/2005 380000 379434.2 Cash Out Refinance 124 291000024 0 10/1/2005 204300 203846.83 Cash Out Refinance 124 291000084 0 10/15/2005 221200 220832.72 Cash Out Refinance 120 291000114 0 10/15/2005 133200 133026.03 Cash Out Refinance 124 291000136 0.5 11/15/2005 185000 184693.57 Cash Out Refinance 124 291000173 0.5 11/15/2005 189921 189559.64 Cash Out Refinance 124 291000206 0.5 12/1/2005 189956.4 189765.41 Cash Out Refinance 124 291000234 0.5 11/1/2005 97000 96834.13 Cash Out Refinance 124 291000250 0.5 12/1/2005 150980 150790.68 Cash Out Refinance 124 291000257 0.5 11/15/2005 289750 289565.23 Rate/Term Refinance 124 291000349 0.5 11/15/2005 148200 148129.82 Cash Out Refinance 124 291000406 0.5 12/1/2005 211923 211803.57 Rate/Term Refinance 124 291100015 0 10/15/2005 452450 451668.69 Cash Out Refinance 124 291100043 0 10/15/2005 474000 473098.16 Cash Out Refinance 124 291100075 0.5 11/1/2005 142000 141827.33 Cash Out Refinance 124 291100117 0 10/15/2005 432542.2 431742.7 Rate/Term Refinance 124 291100153 0.5 11/1/2005 520000 519010.63 Rate/Term Refinance 124 291100234 0.5 12/1/2005 303141.5 302890.55 Cash Out Refinance 124 291100444 0.5 11/15/2005 77500 77463.45 Cash Out Refinance 124 291300090 0.5 11/15/2005 69574.85 69554.72 Cash Out Refinance 110 Loan Number Margin Next Adjustment Date Maximum Loan Rate Appraisal Value Purchase Price ------------------- -------- -------------------- ----------------- --------------- -------------- 148902757 8.24 7/1/2006 14.99 212000 202887 148903494 0 0 515500 515472 148903544 5.95 6/1/2008 13.75 429000 427425 148903593 5.95 1/1/2007 14.05 285000 280545 148903683 5.09 1/1/2008 13.19 280500 276895 148903848 5.85 2/1/2007 14.1 118500 113900 148903879 0 0 437000 420115 148903910 5.4 7/1/2007 13.65 178000 161037 148903977 5.49 7/1/2007 14.24 280000 277240 148904068 4.5 4/1/2007 12.75 127500 114070 148904107 4.95 8/1/2007 13.4 183000 182593 148904181 5.05 8/1/2007 13.5 419000 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486229 148905053 4.4 6/1/2007 13.3 115000 113386 148905055 5.15 6/1/2007 14.05 165000 164235 148905060 5.25 6/1/2007 14.15 170000 165485 148905061 0 0 156535 156535 148905062 0 0 331000 330740 148905064 3.95 8/1/2007 12.85 510000 479030 148905066 0 0 176000 174265 148905067 4.6 6/1/2007 13.5 125000 121360 148905069 0 0 123000 122870 148905070 0 0 190000 188544 148905071 0 0 140000 137372 148905073 4.7 6/1/2007 14.1 119000 112940 148905074 5.45 7/1/2007 14.85 116000 108589 148905076 0 0 275000 275000 148905077 0 0 124000 123579 148905078 4.9 6/1/2007 14.3 166000 165765 148905083 0 0 163000 158461 148905085 4.8 6/1/2007 13.7 150000 145370 148905088 3.1 6/1/2008 12 165000 164201 148905089 5.7 6/1/2007 14.6 145000 136483 148905092 4.55 7/1/2007 13.45 215000 215000 148905093 0 0 151000 150535 148905095 5.25 6/1/2007 14.65 167000 165330 148905100 5.4 6/1/2007 14.3 196000 172500 148905102 6.1 6/1/2007 15 134000 134000 148905106 4.64 6/1/2007 13.54 168900 168390 148905108 5.4 6/1/2008 14.8 260000 259531 148905111 6.63 6/1/2007 15.53 224000 222853 148905113 4.2 7/1/2007 13.6 142000 140430 148905114 4.05 7/1/2007 12.95 129000 128065 148905116 0 0 176000 175064 148905117 0 0 149000 148880 148905122 5.18 6/1/2007 14.08 200000 199000 148905124 0 0 278000 275766 148905125 0 0 150000 145370 148905126 4.24 6/1/2007 13.14 171000 170262 148905127 0 0 225000 222500 148905128 0 0 166000 165765 148905129 0 0 176000 174690 148905131 5.1 6/1/2007 14 168000 162332 148905135 0 0 191000 184939 148905140 0 0 180000 177390 148905141 5.67 7/1/2007 14.57 189000 188875 148905142 4.36 6/1/2007 13.26 341000 323738 148905147 0 0 176000 174265 148905148 0 0 159000 157990 148905149 0 0 124000 123579 148905153 5.95 6/1/2008 14.85 160000 152830 148905154 4.85 6/1/2007 13.75 156000 155073 148905155 5.31 7/1/2007 14.21 208000 207556 148905156 3.85 6/1/2008 12.75 279000 278100 148905158 5.48 7/1/2007 14.38 570000 551495 148905159 0 0 165000 164235 148905160 0 0 155500 153384 148905161 0 0 126000 114430 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7/1/2007 13.9 135500 130319 148905293 0 0 189000 188875 148905294 0 0 144500 140248 148905295 0 0 141500 136486 148905300 5.35 7/1/2007 14.35 176000 174903 148905304 0 0 190000 188374 148905305 0 0 155500 155130 148905306 0 0 155000 154507.2 148905307 0 0 170000 169215 148905309 5.6 7/1/2007 14.6 166500 158190 148905310 0 0 129000 128598 148905314 6 7/1/2007 15 158000 156518 148905317 0 0 265000 263930 148905319 5.21 7/1/2007 14.21 148000 147829 148905320 0 0 184000 181847 148905321 5.13 7/1/2007 14.13 160000 152973 148905324 0 0 158000 156518 148905328 0 0 569000 568929 148905330 4.3 7/1/2007 13.3 315000 291485 148905331 0 0 197000 192799 148905332 5 7/1/2007 14 124000 121585 148905335 4.15 7/1/2007 13.15 160000 160000 148905339 5.25 8/1/2007 14.25 372000 370247 148905340 0 0 140000 133076 148905343 5.1 7/1/2007 14.1 170000 169584 148905348 5.25 7/1/2007 14.25 203000 192199 148905352 4.35 9/1/2007 13.35 340000 320075 148905355 0 0 274000 271690 148905357 0 0 148000 147829 148905358 0 0 160000 152973 148905361 5.47 7/1/2007 14.47 153500 151622 148905362 0 0 240000 238835 148905364 5.05 7/1/2007 14.05 166000 163891 148905365 3.75 7/1/2008 12.75 203000 200619 148905366 0 0 207000 204196 148905368 0 0 176000 174903 148905375 6.3 8/1/2007 15.8 270000 253856 148905376 0 0 210000 212743 148905377 4.85 7/1/2008 13.85 144000 143031 148905379 0 0 138000 135930 148905387 6.55 7/1/2008 15.55 157000 155660 148905389 0 0 166500 158190 148905391 0 0 134000 134000 148905398 0 0 160000 160000 148905401 0 0 215000 215000 148905404 0 0 300000 298025 148905405 0 0 170000 169702 148905406 4.55 7/1/2007 13.55 364000 362985 148905407 0 0 157500 152990 148905414 4.2 8/1/2007 13.4 160000 159692 148905416 0 0 153500 151622 148905417 0 0 203000 192199 148905420 5.2 7/1/2007 14.2 332000 331335 148905424 0 0 190000 184026 148905429 4.4 8/1/2008 13.4 163000 161013 148905433 6.55 8/1/2007 15.55 124000 121099 148905437 4.8 8/1/2007 13.8 137000 133888 148905438 0 0 255000 254555 148905449 0 0 166000 165787 148905451 0 0 140000 133076 148905452 4.29 7/1/2007 13.29 335000 319199 148905453 4.4 8/1/2007 13.4 123000 120197 148905458 5.25 8/1/2007 14.25 159000 149420 148905465 0 0 159000 149420 148905469 0 0 134000 134000 148905472 5.65 8/1/2007 14.85 163000 160295 148905474 0 0 124000 121099 148905475 4.8 9/1/2007 14 232000 228098 148905479 5.25 8/1/2007 14.45 101000 99085 148905488 4.5 8/1/2007 13.7 131000 128355 148905489 4.34 8/1/2007 13.54 184400 184230 148905490 6.19 8/1/2007 15.39 253000 232990 148905492 4.12 8/1/2007 13.32 245000 244444 148905493 5.1 8/1/2007 14.3 184000 178005 148905496 3.4 8/1/2007 13.1 173000 172815 148905500 0 0 163000 160295 148905501 5.25 8/1/2007 14.45 168300 168295 148905503 5 8/1/2008 14.2 101000 100520 148905504 0 0 173000 172815 148905506 6.25 8/1/2007 15.45 266000 253200 148905511 4.65 8/1/2008 13.85 127000 126885 148905515 5.2 8/1/2007 14.4 260000 259990 148905516 5.75 8/1/2007 14.95 569000 524745 148905517 4.1 8/1/2008 13.8 190000 189040 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148905610 4.67 9/1/2007 13.87 205000 173990 148905613 4.05 9/1/2007 13.25 190000 184525 148905623 5.19 9/1/2007 14.39 154000 148848 148905629 3.95 9/1/2008 13.35 144000 142990 148905640 4.69 9/1/2008 14.09 163000 161802 148905641 3.5 9/1/2007 12.9 146000 144826 148905642 0 0 123500 121939 148905645 5 9/1/2007 14.4 260000 253000 148905651 4.73 9/1/2007 14.13 261000 260680 148905652 6 9/1/2007 15.4 158500 152097 148905654 4.65 9/1/2007 14.55 184000 183986 148905656 0 0 138000 137869 148905659 3.35 9/1/2007 12.75 161000 159990 148905666 5.15 9/1/2007 14.55 172000 165127 148905669 0 0 153000 152125 148905678 4.65 9/1/2007 14.05 205000 199000 148905685 2.5 10/1/2007 12.4 184500 184300 148905695 3.95 9/1/2007 13.35 155000 154717 148905713 4.32 9/1/2007 13.72 156000 151014 148905715 0 0 185000 182010 148905719 7.15 9/1/2007 16.55 348000 258207 148905720 4.22 9/1/2007 13.62 160000 159714 148905723 4.1 9/1/2007 13.5 149500 149009 148905733 4.5 9/1/2007 13.9 155500 152195 148905737 0 0 128000 124175 148905739 3 9/1/2007 12.4 157000 156940 148905745 3.2 9/1/2007 12.6 248000 247500 148905767 5.9 10/1/2007 15.3 176500 176109 148905772 4.45 9/1/2007 13.85 239000 238835 148905783 4.35 9/1/2008 13.75 174500 170568 148905851 0 0 131500 129194 148905862 0 0 317000 313360 148905863 0 0 158000 156153 148905875 0 0 165000 163435 148905883 0 0 155000 154359 148905901 0 0 140000 139900 148905921 0 0 266000 265446 186300001 5.2 6/1/2007 14.1 198500 198338 186300003 4.5 7/1/2007 13.4 440500 440219 186300008 4.15 6/1/2007 13.05 510000 512990 186300011 4.8 8/1/2007 13.7 449000 448767 186300019 4.55 6/1/2007 13.45 621000 620547 186300024 4.5 6/1/2007 13.4 463000 462990 186300031 4.65 6/1/2008 13.55 467000 466990 186300038 4.15 6/1/2007 13.05 342000 318034 186300039 4.85 6/1/2007 13.75 282500 252879 186300042 0 0 285000 264937 186300047 3.775 9/1/2007 12.675 500000 487485 186300048 4.8 6/1/2007 13.7 567500 538864 186300051 4.59 6/1/2008 13.49 124000 121550 186300055 4.7 6/1/2008 13.6 466000 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225000 0 288802352 4.05 8/1/2007 13.25 445000 0 288802354 5.65 8/1/2007 14.85 205000 0 288802387 4.05 8/1/2007 13.25 517000 0 288802426 4.05 9/1/2008 13.25 179000 0 288802436 4.8 9/1/2007 14 430000 0 288802469 4.3 9/1/2007 13.5 580000 0 288802521 3.85 9/1/2007 13.25 363000 0 288802532 5.05 9/1/2007 14.45 380000 0 288901315 4.9 8/1/2007 13.9 331000 0 289001193 0 0 400000 0 289001405 5.85 8/1/2007 14.85 146000 0 289001463 4.15 8/15/2007 13.35 315000 0 289001562 4.3 9/1/2007 13.7 515000 0 289001605 0 0 330000 0 289102552 7.09 12/1/2005 15.49 440000 0 289103158 7.05 8/1/2007 16.25 78000 0 289103169 7.95 8/1/2007 17.15 100000 0 289103204 9.08 8/15/2007 18.28 255000 0 289103277 7.05 9/1/2007 16.25 115000 0 289103284 7.4 9/15/2007 16.6 139000 0 289202585 0 0 220000 0 289202628 0 0 73000 0 289202673 6.35 7/1/2007 15.25 69000 0 289202713 0 0 225000 0 289202886 0 0 90000 0 289203005 7.6 7/1/2007 16.6 635000 0 289203104 0 0 163000 0 289203142 6.25 7/15/2007 15.25 310000 0 289203150 6.9 8/1/2007 15.9 219000 0 289203167 7.85 8/15/2007 16.85 150000 0 289203181 5.55 8/15/2007 14.75 112000 0 289203186 6.25 8/15/2007 15.45 85000 0 289203204 4.05 8/15/2007 13.25 138000 0 289203222 7.75 8/15/2007 16.95 210000 0 289203437 6.2 9/1/2007 15.4 105000 0 289203487 4.15 9/1/2007 13.55 118000 0 289301511 7.05 8/1/2007 16.25 95000 0 289301894 0 0 570000 0 289301899 4.9 8/15/2007 13.9 540000 0 289301918 7.5 7/15/2007 16.5 545000 0 289301946 8.75 8/1/2007 17.75 255000 0 289302097 4.25 8/15/2007 13.25 309000 0 289302133 5.55 8/1/2007 14.75 75000 0 289302287 7.3 9/1/2007 16.5 177200 0 289401190 0 0 196000 0 289401282 0 0 180000 0 289401389 5.4 6/1/2007 14.3 98000 0 289401461 0 0 85000 0 289401468 6.09 6/1/2007 14.99 61000 0 289401545 5.55 6/15/2007 14.45 130000 0 289401567 6.35 6/15/2007 15.25 190000 0 289401929 5.5 7/15/2007 14.5 550000 0 289401954 0 0 360000 0 289402013 4.3 8/1/2007 13.5 241000 0 289402161 4.05 9/1/2007 13.25 129000 0 289402314 0 0 76500 0 289402345 3.85 9/1/2007 13.25 245000 0 289402478 4.9 9/1/2008 14.3 220000 0 289500244 5.95 5/15/2007 14.85 565000 0 289500274 5.65 6/1/2007 14.55 369000 0 289500275 0 0 85000 80000 289500278 5.15 8/1/2008 14.15 400000 0 289500284 6.7 6/15/2007 15.6 265000 0 289500297 5.7 6/1/2008 14.6 350000 340000 289500304 5 7/1/2007 13.9 350000 0 289500305 0 0 70500 69200 289500307 7.03 6/1/2008 15.93 471000 471000 289500315 5.35 6/1/2007 14.25 95000 95000 289500339 5.45 7/1/2007 14.45 123000 119250 289500340 6.25 7/1/2007 15.25 115000 104000 289500349 0 0 82000 81500 289500374 0 0 70000 69900 289500400 4.79 9/1/2007 13.99 186500 0 289500401 7 8/15/2008 16.4 133250 0 289500408 0 0 150000 0 289500413 7.05 9/1/2007 16.45 59890 59890 289500425 4.2 9/1/2008 13.6 400000 0 289500434 6.8 9/15/2008 16.2 82000 82000 289500435 0 0 186000 0 289600248 5.34 6/1/2007 14.24 350000 350000 289600302 4.79 6/1/2007 13.69 356000 356000 289600406 4.19 8/1/2007 13.19 160000 160000 289600411 3.95 7/1/2007 12.95 400000 0 289600420 4.7 8/1/2007 13.7 400000 0 289600480 3.65 8/1/2007 12.85 269000 269000 289600485 4.09 8/1/2007 13.29 430000 0 289600537 3.59 9/1/2007 12.79 500000 500000 289600567 4.95 9/1/2007 14.35 218000 218000 289600591 4.45 9/1/2007 13.85 340000 0 289600603 0 0 415000 410000 289600614 4.2 9/1/2007 13.6 460000 0 289600631 0 0 340000 340000 289600696 0 0 499000 278000 289801683 6.5 7/1/2007 15.4 150000 0 289801732 0 0 71450 0 289801777 7 7/1/2007 15.9 140000 0 289802111 0 0 70000 0 289802141 0 0 132500 0 289802253 7.2 9/15/2007 16.4 74000 0 289900006 0 0 179000 0 289900608 0 0 88600 0 289901035 0 0 335000 0 289901266 6.25 6/1/2007 15.15 282000 0 289901306 6.6 6/15/2007 15.5 241000 0 289901324 6.1 6/15/2007 15 103000 0 289901441 0 0 152000 0 289901710 6.95 8/1/2007 15.95 125000 0 289901772 0 0 82500 0 289901879 7.36 8/15/2007 16.56 126000 0 289901904 4.05 8/1/2007 13.25 135000 0 289901920 5.15 8/1/2007 14.35 150000 0 289902040 8.3 9/1/2007 17.7 875000 0 289902055 7.15 9/1/2007 16.55 175000 0 289902188 6.4 10/1/2007 15.8 102000 0 290000005 7.45 8/15/2007 16.45 75000 0 290000064 5.6 8/1/2007 14.6 75000 0 290000095 6.79 8/15/2007 15.99 132000 0 290200743 0 0 77000 0 290200828 5.85 7/15/2007 14.75 380000 0 290200878 5.85 7/1/2007 14.75 200000 0 290201420 5.25 9/1/2007 14.45 123000 0 290201448 4.59 9/1/2007 13.99 175000 0 290300076 5.85 6/1/2007 14.75 325000 0 290300109 4.6 6/1/2007 13.5 115000 0 290300275 4.65 7/1/2007 13.55 220000 0 290300517 4.55 7/15/2007 13.75 257000 0 290300548 4.85 7/15/2007 13.75 356500 0 290300549 0 0 175000 0 290300592 4.75 7/1/2007 13.75 100000 0 290300634 0 0 143500 0 290300746 6.2 8/1/2007 15.2 216000 0 290300758 5.25 8/1/2007 14.25 270000 0 290300927 0 0 260000 0 290301015 5.55 8/15/2007 14.75 179000 0 290301108 6.55 8/1/2007 15.75 635000 0 290301381 4.85 10/1/2007 14.25 150000 0 290301407 0 0 551500 0 290301559 4.59 9/15/2007 13.99 265000 0 290400004 0 0 263000 0 290400011 6.55 8/1/2007 15.45 520000 0 290400259 6.1 8/15/2007 15.3 178000 0 290400615 0 0 108000 0 290500025 5.35 8/1/2008 14.25 445000 0 290500029 4.99 8/1/2007 13.99 400000 0 290500569 6.5 9/1/2007 15.7 280000 0 290600077 4.75 8/15/2007 13.95 550000 0 290600154 0 0 520000 0 290800024 0 0 280000 0 290900066 5.1 9/1/2007 14.5 600000 0 291000024 5.35 8/1/2007 14.55 227000 0 291000084 5.25 2/15/2006 13.95 284000 0 291000114 5.95 8/15/2007 15.15 148000 0 291000136 5.15 8/15/2007 14.35 280000 0 291000173 4.05 8/15/2007 13.25 290000 0 291000206 7.16 9/1/2007 16.56 236000 0 291000234 4.4 9/1/2007 13.8 200000 0 291000250 5.95 9/1/2007 15.35 200000 0 291000257 5.85 9/15/2007 15.25 305000 0 291000349 7.28 9/15/2007 16.68 156000 0 291000406 6.45 10/1/2007 15.85 270000 0 291100015 4.55 8/15/2007 13.75 500000 0 291100043 4.05 8/15/2007 13.25 660000 0 291100075 6.3 9/1/2007 15.5 209000 0 291100117 4.2 8/15/2007 13.4 478000 0 291100153 4.05 9/1/2007 13.25 650000 0 291100234 4.55 10/1/2007 13.95 335000 0 291100444 7.3 9/15/2007 16.7 480000 0 291300090 0 0 151500 0 Loan Number Product Deferred Interest Loan Group Custodian ------------------ ---------------------- ------------------ ------------ ---------- 148902757 2/28 6 MO LIBOR 2 JPM 148903494 Fixed Rate Balloon 3 JPM 148903544 3/27 6 MO LIBOR IO 2 JPM 148903593 2/28 6 MO LIBOR 2 JPM 148903683 3/27 6 MO LIBOR IO 2 JPM 148903848 2/28 6 MO LIBOR 2 JPM 148903879 Fixed Rate Balloon 2 JPM 148903910 2/28 6 MO LIBOR IO 2 JPM 148903977 2/28 6 MO LIBOR 2 JPM 148904068 2/28 6 MO LIBOR 2 JPM 148904107 2/28 6 MO LIBOR IO 2 JPM 148904181 2/28 6 MO LIBOR IO 3 JPM 148904192 2/28 6 MO LIBOR IO 2 JPM 148904196 2/28 6 MO LIBOR IO 3 JPM 148904235 2/28 6 MO LIBOR IO 3 JPM 148904239 2/28 6 MO LIBOR IO 2 JPM 148904291 2/28 6 MO LIBOR IO 3 JPM 148904442 3/27 6 MO LIBOR IO 2 JPM 148904451 2/28 6 MO LIBOR 2 JPM 148904499 Fixed Rate 2 JPM 148904533 2/28 6 MO LIBOR 2 JPM 148904537 2/28 6 MO LIBOR 2 JPM 148904540 2/28 6 MO LIBOR IO 2 JPM 148904543 2/28 6 MO LIBOR 2 JPM 148904664 3/27 6 MO LIBOR IO 2 JPM 148904698 2/28 6 MO LIBOR IO 2 JPM 148904705 3/27 6 MO LIBOR IO 2 JPM 148904761 2/28 6 MO LIBOR IO 2 JPM 148904781 2/28 6 MO LIBOR IO 2 JPM 148904799 Fixed Rate 2 JPM 148904810 2/28 6 MO LIBOR 2 JPM 148904845 3/27 6 MO LIBOR IO 2 JPM 148904859 3/27 6 MO LIBOR 2 JPM 148904867 2/28 6 MO LIBOR IO 2 JPM 148904868 2/28 6 MO LIBOR 2 JPM 148904880 2/28 6 MO LIBOR 2 JPM 148904888 2/28 6 MO LIBOR 2 JPM 148904894 2/28 6 MO LIBOR 2 JPM 148904949 Fixed Rate 2 JPM 148904955 2/28 6 MO LIBOR IO 2 JPM 148904957 3/27 6 MO LIBOR IO 2 JPM 148904964 2/28 6 MO LIBOR IO 2 JPM 148904975 Fixed Rate 2 JPM 148904992 2/28 6 MO LIBOR 2 JPM 148904999 3/27 6 MO LIBOR IO 2 JPM 148905006 2/28 6 MO LIBOR IO 2 JPM 148905009 3/27 6 MO LIBOR IO 2 JPM 148905019 3/27 6 MO LIBOR 2 JPM 148905020 2/28 6 MO LIBOR 1 JPM 148905021 2/28 6 MO LIBOR 2 JPM 148905023 2/28 6 MO LIBOR IO 2 JPM 148905027 2/28 6 MO LIBOR IO 2 JPM 148905028 Fixed Rate Balloon 2 JPM 148905031 3/27 6 MO LIBOR 2 JPM 148905037 2/28 6 MO LIBOR 2 JPM 148905038 3/27 6 MO LIBOR IO 2 JPM 148905042 3/27 6 MO LIBOR 2 JPM 148905044 Fixed Rate Balloon 2 JPM 148905045 2/28 6 MO LIBOR IO 2 JPM 148905048 Fixed Rate 2 JPM 148905052 2/28 6 MO LIBOR 2 JPM 148905053 2/28 6 MO LIBOR IO 2 JPM 148905055 2/28 6 MO LIBOR 2 JPM 148905060 2/28 6 MO LIBOR IO 2 JPM 148905061 Fixed Rate 2 JPM 148905062 Fixed Rate 2 JPM 148905064 2/28 6 MO LIBOR IO 3 JPM 148905066 Fixed Rate 2 JPM 148905067 2/28 6 MO LIBOR 2 JPM 148905069 Fixed Rate Balloon 2 JPM 148905070 Fixed Rate 2 JPM 148905071 Fixed Rate 2 JPM 148905073 2/28 6 MO LIBOR 2 JPM 148905074 2/28 6 MO LIBOR 2 JPM 148905076 Fixed Rate 2 JPM 148905077 Fixed Rate 2 JPM 148905078 2/28 6 MO LIBOR 2 JPM 148905083 Fixed Rate 2 JPM 148905085 2/28 6 MO LIBOR 2 JPM 148905088 3/27 6 MO LIBOR IO 2 JPM 148905089 2/28 6 MO LIBOR 2 JPM 148905092 2/28 6 MO LIBOR IO 2 JPM 148905093 Fixed Rate 2 JPM 148905095 2/28 6 MO LIBOR 2 JPM 148905100 2/28 6 MO LIBOR 2 JPM 148905102 2/28 6 MO LIBOR 2 JPM 148905106 2/28 6 MO LIBOR IO 2 JPM 148905108 3/27 6 MO LIBOR 2 JPM 148905111 2/28 6 MO LIBOR 2 JPM 148905113 2/28 6 MO LIBOR IO 2 JPM 148905114 2/28 6 MO LIBOR IO 2 JPM 148905116 Fixed Rate Balloon 2 JPM 148905117 Fixed Rate Balloon 2 JPM 148905122 2/28 6 MO LIBOR IO 2 JPM 148905124 Fixed Rate Balloon 2 JPM 148905125 Fixed Rate Balloon 2 JPM 148905126 2/28 6 MO LIBOR IO 2 JPM 148905127 Fixed Rate Balloon 2 JPM 148905128 Fixed Rate Balloon 2 JPM 148905129 Fixed Rate Balloon 2 JPM 148905131 2/28 6 MO LIBOR 2 JPM 148905135 Fixed Rate 2 JPM 148905140 Fixed Rate Balloon 2 JPM 148905141 2/28 6 MO LIBOR 2 JPM 148905142 2/28 6 MO LIBOR IO 2 JPM 148905147 Fixed Rate Balloon 2 JPM 148905148 Fixed Rate Balloon 2 JPM 148905149 Fixed Rate Balloon 2 JPM 148905153 3/27 6 MO LIBOR IO 2 JPM 148905154 2/28 6 MO LIBOR 3 JPM 148905155 2/28 6 MO LIBOR IO 2 JPM 148905156 3/27 6 MO LIBOR IO 2 JPM 148905158 2/28 6 MO LIBOR IO 2 JPM 148905159 Fixed Rate Balloon 2 JPM 148905160 Fixed Rate Balloon 2 JPM 148905161 Fixed Rate 2 JPM 148905163 3/27 6 MO LIBOR 2 JPM 148905166 Fixed Rate Balloon 2 JPM 148905167 2/28 6 MO LIBOR 2 JPM 148905168 3/27 6 MO LIBOR 2 JPM 148905171 2/28 6 MO LIBOR 2 JPM 148905176 Fixed Rate Balloon 2 JPM 148905177 2/28 6 MO LIBOR IO 2 JPM 148905178 Fixed Rate 2 JPM 148905179 2/28 6 MO LIBOR IO 2 JPM 148905180 Fixed Rate Balloon 2 JPM 148905181 Fixed Rate Balloon 2 JPM 148905183 Fixed Rate 2 JPM 148905184 3/27 6 MO LIBOR IO 2 JPM 148905185 Fixed Rate Balloon 2 JPM 148905186 Fixed Rate 2 JPM 148905188 Fixed Rate 2 JPM 148905189 Fixed Rate Balloon 2 JPM 148905191 Fixed Rate Balloon 2 JPM 148905194 Fixed Rate Balloon 2 JPM 148905196 2/28 6 MO LIBOR IO 3 JPM 148905197 Fixed Rate Balloon 2 JPM 148905199 Fixed Rate Balloon 2 JPM 148905201 Fixed Rate Balloon 2 JPM 148905207 Fixed Rate Balloon 2 JPM 148905209 2/28 6 MO LIBOR 2 JPM 148905214 Fixed Rate 2 JPM 148905216 2/28 6 MO LIBOR 2 JPM 148905217 Fixed Rate 2 JPM 148905224 Fixed Rate Balloon 2 JPM 148905225 2/28 6 MO LIBOR 2 JPM 148905226 2/28 6 MO LIBOR 2 JPM 148905227 Fixed Rate 2 JPM 148905228 2/28 6 MO LIBOR 2 JPM 148905230 Fixed Rate Balloon 2 JPM 148905231 2/28 6 MO LIBOR 2 JPM 148905233 2/28 6 MO LIBOR 2 JPM 148905237 Fixed Rate 2 JPM 148905238 2/28 6 MO LIBOR 2 JPM 148905239 2/28 6 MO LIBOR IO 3 JPM 148905240 Fixed Rate 2 JPM 148905242 2/28 6 MO LIBOR IO 2 JPM 148905244 Fixed Rate Balloon 2 JPM 148905255 2/28 6 MO LIBOR IO 2 JPM 148905257 2/28 6 MO LIBOR IO 2 JPM 148905259 3/27 6 MO LIBOR IO 2 JPM 148905260 2/28 6 MO LIBOR 2 JPM 148905262 3/27 6 MO LIBOR IO 2 JPM 148905265 Fixed Rate 2 JPM 148905267 2/28 6 MO LIBOR 2 JPM 148905269 2/28 6 MO LIBOR IO 2 JPM 148905272 Fixed Rate Balloon 2 JPM 148905273 Fixed Rate Balloon 2 JPM 148905274 Fixed Rate Balloon 2 JPM 148905285 2/28 6 MO LIBOR 2 JPM 148905287 Fixed Rate 2 JPM 148905289 Fixed Rate 2 JPM 148905291 Fixed Rate Balloon 2 JPM 148905292 2/28 6 MO LIBOR 2 JPM 148905293 Fixed Rate 2 JPM 148905294 Fixed Rate Balloon 2 JPM 148905295 Fixed Rate 2 JPM 148905300 2/28 6 MO LIBOR IO 2 JPM 148905304 Fixed Rate 2 JPM 148905305 Fixed Rate 2 JPM 148905306 Fixed Rate Balloon 2 JPM 148905307 Fixed Rate Balloon 2 JPM 148905309 2/28 6 MO LIBOR IO 2 JPM 148905310 Fixed Rate 2 JPM 148905314 2/28 6 MO LIBOR IO 2 JPM 148905317 Fixed Rate 2 JPM 148905319 2/28 6 MO LIBOR 2 JPM 148905320 Fixed Rate Balloon 2 JPM 148905321 2/28 6 MO LIBOR IO 2 JPM 148905324 Fixed Rate 2 JPM 148905328 Fixed Rate Balloon 2 JPM 148905330 2/28 6 MO LIBOR 2 JPM 148905331 Fixed Rate Balloon 2 JPM 148905332 2/28 6 MO LIBOR 2 JPM 148905335 2/28 6 MO LIBOR IO 2 JPM 148905339 2/28 6 MO LIBOR IO 2 JPM 148905340 Fixed Rate 2 JPM 148905343 2/28 6 MO LIBOR 2 JPM 148905348 2/28 6 MO LIBOR 2 JPM 148905352 2/28 6 MO LIBOR IO 3 JPM 148905355 Fixed Rate Balloon 2 JPM 148905357 Fixed Rate 2 JPM 148905358 Fixed Rate Balloon 2 JPM 148905361 2/28 6 MO LIBOR IO 2 JPM 148905362 Fixed Rate 2 JPM 148905364 2/28 6 MO LIBOR 2 JPM 148905365 3/27 6 MO LIBOR IO 2 JPM 148905366 Fixed Rate 2 JPM 148905368 Fixed Rate Balloon 2 JPM 148905375 2/28 6 MO LIBOR IO 2 JPM 148905376 Fixed Rate Balloon 2 JPM 148905377 3/27 6 MO LIBOR 2 JPM 148905379 Fixed Rate 2 JPM 148905387 3/27 6 MO LIBOR IO 2 JPM 148905389 Fixed Rate 2 JPM 148905391 Fixed Rate 2 JPM 148905398 Fixed Rate 2 JPM 148905401 Fixed Rate Balloon 2 JPM 148905404 Fixed Rate 2 JPM 148905405 Fixed Rate Balloon 2 JPM 148905406 2/28 6 MO LIBOR 2 JPM 148905407 Fixed Rate 2 JPM 148905414 2/28 6 MO LIBOR 2 JPM 148905416 Fixed Rate 2 JPM 148905417 Fixed Rate 2 JPM 148905420 2/28 6 MO LIBOR 2 JPM 148905424 Fixed Rate Balloon 2 JPM 148905429 3/27 6 MO LIBOR IO 2 JPM 148905433 2/28 6 MO LIBOR 2 JPM 148905437 2/28 6 MO LIBOR 2 JPM 148905438 Fixed Rate Balloon 2 JPM 148905449 Fixed Rate 2 JPM 148905451 Fixed Rate 2 JPM 148905452 2/28 6 MO LIBOR 2 JPM 148905453 2/28 6 MO LIBOR 2 JPM 148905458 2/28 6 MO LIBOR 2 JPM 148905465 Fixed Rate 2 JPM 148905469 Fixed Rate Balloon 2 JPM 148905472 2/28 6 MO LIBOR IO 2 JPM 148905474 Fixed Rate 2 JPM 148905475 2/28 6 MO LIBOR IO 3 JPM 148905479 2/28 6 MO LIBOR 3 JPM 148905488 2/28 6 MO LIBOR 3 JPM 148905489 2/28 6 MO LIBOR IO 3 JPM 148905490 2/28 6 MO LIBOR IO 1 JPM 148905492 2/28 6 MO LIBOR IO 2 JPM 148905493 2/28 6 MO LIBOR IO 3 JPM 148905496 2/28 6 MO LIBOR IO 2 JPM 148905500 Fixed Rate Balloon 2 JPM 148905501 2/28 6 MO LIBOR 2 JPM 148905503 3/27 6 MO LIBOR 2 JPM 148905504 Fixed Rate Balloon 2 JPM 148905506 2/28 6 MO LIBOR IO 1 JPM 148905511 3/27 6 MO LIBOR 3 JPM 148905515 2/28 6 MO LIBOR 3 JPM 148905516 2/28 6 MO LIBOR 1 JPM 148905517 3/27 6 MO LIBOR IO 3 JPM 148905518 Fixed Rate 3 JPM 148905521 Fixed Rate 2 JPM 148905523 Fixed Rate 2 JPM 148905525 Fixed Rate Balloon 2 JPM 148905527 2/28 6 MO LIBOR 3 JPM 148905530 2/28 6 MO LIBOR IO 3 JPM 148905531 2/28 6 MO LIBOR 3 JPM 148905538 2/28 6 MO LIBOR IO 1 JPM 148905540 2/28 6 MO LIBOR IO 3 JPM 148905541 2/28 6 MO LIBOR IO 3 JPM 148905547 2/28 6 MO LIBOR 1 JPM 148905548 2/28 6 MO LIBOR 1 JPM 148905550 2/28 6 MO LIBOR 3 JPM 148905552 2/28 6 MO LIBOR 3 JPM 148905561 3/27 6 MO LIBOR 3 JPM 148905563 2/28 6 MO LIBOR 1 JPM 148905568 2/28 6 MO LIBOR 1 JPM 148905571 2/28 6 MO LIBOR IO 1 JPM 148905591 2/28 6 MO LIBOR IO 3 JPM 148905596 2/28 6 MO LIBOR 1 JPM 148905598 2/28 6 MO LIBOR IO 3 JPM 148905599 2/28 6 MO LIBOR IO 3 JPM 148905602 2/28 6 MO LIBOR IO 3 JPM 148905605 2/28 6 MO LIBOR 3 JPM 148905609 2/28 6 MO LIBOR IO 3 JPM 148905610 2/28 6 MO LIBOR IO 3 JPM 148905613 2/28 6 MO LIBOR IO 3 JPM 148905623 2/28 6 MO LIBOR IO 3 JPM 148905629 3/27 6 MO LIBOR 3 JPM 148905640 3/27 6 MO LIBOR IO 3 JPM 148905641 2/28 6 MO LIBOR IO 3 JPM 148905642 Fixed Rate 3 JPM 148905645 2/28 6 MO LIBOR IO 3 JPM 148905651 2/28 6 MO LIBOR IO 3 JPM 148905652 2/28 6 MO LIBOR 3 JPM 148905654 2/28 6 MO LIBOR 3 JPM 148905656 Fixed Rate 3 JPM 148905659 2/28 6 MO LIBOR IO 3 JPM 148905666 2/28 6 MO LIBOR IO 3 JPM 148905669 Fixed Rate 3 JPM 148905678 2/28 6 MO LIBOR IO 3 JPM 148905685 2/28 6 MO LIBOR 3 JPM 148905695 2/28 6 MO LIBOR 3 JPM 148905713 2/28 6 MO LIBOR IO 3 JPM 148905715 Fixed Rate IO 3 JPM 148905719 2/28 6 MO LIBOR 3 JPM 148905720 2/28 6 MO LIBOR IO 3 JPM 148905723 2/28 6 MO LIBOR 3 JPM 148905733 2/28 6 MO LIBOR 3 JPM 148905737 Fixed Rate 3 JPM 148905739 2/28 6 MO LIBOR 3 JPM 148905745 2/28 6 MO LIBOR 3 JPM 148905767 2/28 6 MO LIBOR 3 JPM 148905772 2/28 6 MO LIBOR IO 3 JPM 148905783 3/27 6 MO LIBOR 3 JPM 148905851 Fixed Rate Balloon 3 JPM 148905862 Fixed Rate 3 JPM 148905863 Fixed Rate Balloon 3 JPM 148905875 Fixed Rate 3 JPM 148905883 Fixed Rate 3 JPM 148905901 Fixed Rate 3 JPM 148905921 Fixed Rate 3 JPM 186300001 2/28 6 MO LIBOR IO 2 JPM 186300003 2/28 6 MO LIBOR IO 2 JPM 186300008 2/28 6 MO LIBOR IO 2 JPM 186300011 2/28 6 MO LIBOR IO 3 JPM 186300019 2/28 6 MO LIBOR IO 2 JPM 186300024 2/28 6 MO LIBOR IO 2 JPM 186300031 3/27 6 MO LIBOR IO 2 JPM 186300038 2/28 6 MO LIBOR 2 JPM 186300039 2/28 6 MO LIBOR IO 2 JPM 186300042 Fixed Rate Balloon 2 JPM 186300047 2/28 6 MO LIBOR IO 3 JPM 186300048 2/28 6 MO LIBOR 2 JPM 186300051 3/27 6 MO LIBOR 2 JPM 186300055 3/27 6 MO LIBOR IO 2 JPM 186300057 2/28 6 MO LIBOR IO 2 JPM 186300064 Fixed Rate Balloon 2 JPM 186300065 2/28 6 MO LIBOR 2 JPM 186300067 2/28 6 MO LIBOR IO 2 JPM 186300069 2/28 6 MO LIBOR IO 2 JPM 186300071 2/28 6 MO LIBOR IO 2 JPM 186300074 Fixed Rate Balloon 2 JPM 186300075 3/27 6 MO LIBOR 2 JPM 186300076 3/27 6 MO LIBOR IO 2 JPM 186300079 Fixed Rate Balloon 2 JPM 186300080 Fixed Rate Balloon 2 JPM 186300086 Fixed Rate Balloon 2 JPM 186300087 2/28 6 MO LIBOR IO 2 JPM 186300088 2/28 6 MO LIBOR IO 2 JPM 186300092 Fixed Rate Balloon 2 JPM 186300093 Fixed Rate Balloon 2 JPM 186300096 2/28 6 MO LIBOR IO 3 JPM 186300099 Fixed Rate Balloon 2 JPM 186300101 Fixed Rate Balloon 2 JPM 186300105 Fixed Rate Balloon 2 JPM 186300107 2/28 6 MO LIBOR IO 2 JPM 186300108 Fixed Rate Balloon 2 JPM 186300109 Fixed Rate Balloon 2 JPM 186300111 Fixed Rate Balloon 2 JPM 186300113 Fixed Rate Balloon 2 JPM 186300114 2/28 6 MO LIBOR IO 2 JPM 186300115 Fixed Rate Balloon 2 JPM 186300116 2/28 6 MO LIBOR IO 2 JPM 186300119 2/28 6 MO LIBOR IO 2 JPM 186300120 2/28 6 MO LIBOR IO 2 JPM 186300121 2/28 6 MO LIBOR IO 2 JPM 186300122 2/28 6 MO LIBOR IO 2 JPM 186300124 Fixed Rate Balloon 2 JPM 186300126 2/28 6 MO LIBOR IO 2 JPM 186300128 Fixed Rate Balloon 2 JPM 186300129 3/27 6 MO LIBOR IO 2 JPM 186300137 2/28 6 MO LIBOR IO 2 JPM 186300139 2/28 6 MO LIBOR IO 2 JPM 186300140 2/28 6 MO LIBOR 2 JPM 186300142 Fixed Rate Balloon 2 JPM 186300146 Fixed Rate Balloon 2 JPM 186300148 Fixed Rate 2 JPM 186300150 Fixed Rate Balloon 2 JPM 186300157 2/28 6 MO LIBOR 2 JPM 186300159 2/28 6 MO LIBOR IO 2 JPM 186300160 3/27 6 MO LIBOR IO 2 JPM 186300161 2/28 6 MO LIBOR IO 2 JPM 186300163 3/27 6 MO LIBOR IO 2 JPM 186300164 2/28 6 MO LIBOR IO 2 JPM 186300167 2/28 6 MO LIBOR IO 2 JPM 186300168 2/28 6 MO LIBOR IO 2 JPM 186300175 Fixed Rate 2 JPM 186300182 Fixed Rate Balloon 2 JPM 186300184 2/28 6 MO LIBOR IO 3 JPM 186300186 Fixed Rate Balloon 2 JPM 186300190 2/28 6 MO LIBOR IO 2 JPM 186300191 2/28 6 MO LIBOR IO 2 JPM 186300192 Fixed Rate Balloon 2 JPM 186300193 2/28 6 MO LIBOR 3 JPM 186300195 Fixed Rate Balloon 2 JPM 186300196 2/28 6 MO LIBOR IO 3 JPM 186300197 Fixed Rate Balloon 2 JPM 186300200 Fixed Rate Balloon 2 JPM 186300203 Fixed Rate Balloon 2 JPM 186300206 2/28 6 MO LIBOR IO 2 JPM 186300208 3/27 6 MO LIBOR IO 2 JPM 186300213 Fixed Rate Balloon 2 JPM 186300214 Fixed Rate Balloon 2 JPM 186300215 Fixed Rate 2 JPM 186300216 2/28 6 MO LIBOR IO 2 JPM 186300223 Fixed Rate Balloon 2 JPM 186300225 2/28 6 MO LIBOR IO 3 JPM 186300226 Fixed Rate Balloon 2 JPM 186300234 Fixed Rate Balloon 2 JPM 186300235 2/28 6 MO LIBOR 2 JPM 186300236 2/28 6 MO LIBOR 3 JPM 186300247 Fixed Rate Balloon 2 JPM 186300253 2/28 6 MO LIBOR IO 2 JPM 186300255 Fixed Rate Balloon 2 JPM 186300256 Fixed Rate Balloon 2 JPM 186300261 2/28 6 MO LIBOR IO 2 JPM 186300262 2/28 6 MO LIBOR IO 3 JPM 186300263 2/28 6 MO LIBOR IO 3 JPM 186300264 2/28 6 MO LIBOR IO 2 JPM 186300265 2/28 6 MO LIBOR IO 3 JPM 186300266 Fixed Rate Balloon 2 JPM 186300267 3/27 6 MO LIBOR IO 2 JPM 186300269 Fixed Rate Balloon 2 JPM 186300273 2/28 6 MO LIBOR IO 3 JPM 186300276 Fixed Rate Balloon 2 JPM 186300278 Fixed Rate Balloon 2 JPM 186300279 Fixed Rate Balloon 2 JPM 186300280 2/28 6 MO LIBOR IO 2 JPM 186300281 2/28 6 MO LIBOR IO 2 JPM 186300283 Fixed Rate Balloon 2 JPM 186300284 Fixed Rate Balloon 2 JPM 186300287 2/28 6 MO LIBOR IO 3 JPM 186300294 2/28 6 MO LIBOR IO 2 JPM 186300295 Fixed Rate 2 JPM 186300296 2/28 6 MO LIBOR IO 3 JPM 186300299 2/28 6 MO LIBOR IO 2 JPM 186300302 2/28 6 MO LIBOR IO 3 JPM 186300303 Fixed Rate Balloon 2 JPM 186300311 Fixed Rate Balloon 2 JPM 186300313 Fixed Rate 3 JPM 186300319 2/28 6 MO LIBOR IO 3 JPM 186300322 2/28 6 MO LIBOR IO 3 JPM 186300325 2/28 6 MO LIBOR IO 3 JPM 186300327 2/28 6 MO LIBOR IO 3 JPM 186300329 Fixed Rate Balloon 2 JPM 186300330 2/28 6 MO LIBOR IO 3 JPM 186300334 Fixed Rate Balloon 2 JPM 186300335 2/28 6 MO LIBOR IO 3 JPM 186300336 2/28 6 MO LIBOR IO 3 JPM 186300343 2/28 6 MO LIBOR 3 JPM 186300352 2/28 6 MO LIBOR IO 3 JPM 186300354 2/28 6 MO LIBOR IO 2 JPM 186300357 2/28 6 MO LIBOR IO 3 JPM 186300361 Fixed Rate Balloon 2 JPM 186300363 2/28 6 MO LIBOR IO 3 JPM 186300369 3/27 6 MO LIBOR IO 3 JPM 186300376 2/28 6 MO LIBOR IO 3 JPM 186300377 2/28 6 MO LIBOR IO 3 JPM 186300380 2/28 6 MO LIBOR IO 3 JPM 186300388 3/27 6 MO LIBOR IO 3 JPM 186300411 2/28 6 MO LIBOR IO 3 JPM 186300420 2/28 6 MO LIBOR IO 3 JPM 186300422 2/28 6 MO LIBOR IO 3 JPM 186300424 2/28 6 MO LIBOR IO 3 JPM 186300425 3/27 6 MO LIBOR IO 3 JPM 186300431 2/28 6 MO LIBOR IO 3 JPM 186300444 3/27 6 MO LIBOR IO 3 JPM 186300455 2/28 6 MO LIBOR IO 3 JPM 186300467 2/28 6 MO LIBOR 3 JPM 186300469 3/27 6 MO LIBOR 3 JPM 186300470 2/28 6 MO LIBOR IO 3 JPM 186300475 2/28 6 MO LIBOR IO 3 JPM 186300481 2/28 6 MO LIBOR IO 3 JPM 186300495 2/28 6 MO LIBOR IO 3 JPM 186300496 2/28 6 MO LIBOR IO 3 JPM 186300508 2/28 6 MO LIBOR IO 3 JPM 186300512 2/28 6 MO LIBOR IO 3 JPM 186300534 2/28 6 MO LIBOR IO 3 JPM 186300581 Fixed Rate Balloon 3 JPM 186500001 2/28 6 MO LIBOR 2 JPM 186500002 3/27 6 MO LIBOR 2 JPM 186500003 2/28 6 MO LIBOR 2 JPM 186500006 3/27 6 MO LIBOR 2 JPM 186500007 Fixed Rate 2 JPM 186500008 3/27 6 MO LIBOR 2 JPM 186500010 Fixed Rate 2 JPM 186500011 Fixed Rate 2 JPM 186500012 2/28 6 MO LIBOR 2 JPM 186500013 2/28 6 MO LIBOR 2 JPM 186500015 Fixed Rate 2 JPM 186500016 Fixed Rate 2 JPM 186500020 3/27 6 MO LIBOR 2 JPM 186500026 Fixed Rate 2 JPM 186500027 Fixed Rate 2 JPM 186500034 Fixed Rate 2 JPM 186500038 Fixed Rate 2 JPM 186500040 2/28 6 MO LIBOR 2 JPM 186500043 2/28 6 MO LIBOR 2 JPM 186500045 Fixed Rate 2 JPM 186500046 2/28 6 MO LIBOR 2 JPM 186500048 Fixed Rate 2 JPM 186500049 Fixed Rate 2 JPM 186500052 2/28 6 MO LIBOR 2 JPM 186500054 3/27 6 MO LIBOR 2 JPM 186500055 Fixed Rate 2 JPM 186500058 3/27 6 MO LIBOR 2 JPM 186500059 Fixed Rate 2 JPM 186500060 Fixed Rate 2 JPM 186500061 3/27 6 MO LIBOR IO 2 JPM 186500064 Fixed Rate Balloon 2 JPM 186500065 Fixed Rate Balloon 3 JPM 186500066 Fixed Rate 2 JPM 186500067 2/28 6 MO LIBOR 2 JPM 186500068 2/28 6 MO LIBOR 2 JPM 186500070 Fixed Rate 2 JPM 186500074 2/28 6 MO LIBOR 2 JPM 186500077 Fixed Rate 2 JPM 186500078 Fixed Rate Balloon 2 JPM 186500082 2/28 6 MO LIBOR IO 2 JPM 186500085 Fixed Rate Balloon 2 JPM 186500088 2/28 6 MO LIBOR 2 JPM 186500094 2/28 6 MO LIBOR 2 JPM 186500098 3/27 6 MO LIBOR 3 JPM 186500099 Fixed Rate 2 JPM 186500103 Fixed Rate 3 JPM 186500107 2/28 6 MO LIBOR IO 1 JPM 186500108 2/28 6 MO LIBOR IO 1 JPM 186500111 Fixed Rate 2 JPM 186500113 3/27 6 MO LIBOR 3 JPM 186500115 Fixed Rate 3 JPM 186500121 3/27 6 MO LIBOR 3 JPM 186500123 3/27 6 MO LIBOR 3 JPM 186500124 2/28 6 MO LIBOR 1 JPM 186500127 3/27 6 MO LIBOR 3 JPM 186500130 2/28 6 MO LIBOR IO 1 JPM 186500138 3/27 6 MO LIBOR IO 3 JPM 186500140 3/27 6 MO LIBOR 3 JPM 186500158 3/27 6 MO LIBOR 3 JPM 186500159 2/28 6 MO LIBOR 3 JPM 186500162 2/28 6 MO LIBOR IO 3 JPM 186500166 3/27 6 MO LIBOR 3 JPM 186500167 Fixed Rate 3 JPM 186500169 2/28 6 MO LIBOR 3 JPM 186500176 2/28 6 MO LIBOR 3 JPM 186500178 Fixed Rate 3 JPM 186500180 Fixed Rate 3 JPM 186500181 2/28 6 MO LIBOR 3 JPM 186500182 3/27 6 MO LIBOR 3 JPM 186500186 Fixed Rate 3 JPM 186500193 3/27 6 MO LIBOR 3 JPM 186500200 Fixed Rate 3 JPM 186500204 Fixed Rate 3 JPM 186500205 2/28 6 MO LIBOR IO 3 JPM 186500220 2/28 6 MO LIBOR IO 3 JPM 186500248 2/28 6 MO LIBOR 3 JPM 186500251 3/27 6 MO LIBOR 3 JPM 186500261 Fixed Rate 3 JPM 240012605 3/27 6 MO LIBOR 2 JPM 240012631 3/27 6 MO LIBOR 2 JPM 240012633 Fixed Rate 2 JPM 240012645 Fixed Rate Balloon 2 JPM 240012648 3/27 6 MO LIBOR 2 JPM 240012654 3/27 6 MO LIBOR IO 2 JPM 240012676 Fixed Rate 2 JPM 240012681 Fixed Rate 2 JPM 240012708 3/27 6 MO LIBOR 2 JPM 240012722 3/27 6 MO LIBOR 2 JPM 240012751 2/28 6 MO LIBOR IO 2 JPM 240012798 3/27 6 MO LIBOR 1 JPM 240012800 3/27 6 MO LIBOR IO 2 JPM 240012824 2/28 6 MO LIBOR 3 JPM 240012825 2/28 6 MO LIBOR 1 JPM 240012829 Fixed Rate 3 JPM 240012830 3/27 6 MO LIBOR 1 JPM 240012833 3/27 6 MO LIBOR 3 JPM 240012836 Fixed Rate 3 JPM 240012843 2/28 6 MO LIBOR 3 JPM 240012846 3/27 6 MO LIBOR 3 JPM 240012870 3/27 6 MO LIBOR 3 JPM 240012888 2/28 6 MO LIBOR 3 JPM 240012901 Fixed Rate 3 JPM 240012916 Fixed Rate 3 JPM 240101101 Fixed Rate 3 JPM 240101228 Fixed Rate 3 JPM 240215524 2/28 6 MO LIBOR 1 JPM 240215552 Fixed Rate 2 JPM 240215564 Fixed Rate 2 JPM 240215630 2/28 6 MO LIBOR 2 JPM 240215693 2/28 6 MO LIBOR 1 JPM 240215694 2/28 6 MO LIBOR 2 JPM 240215803 Fixed Rate 2 JPM 240215836 2/28 6 MO LIBOR 2 JPM 240215880 Fixed Rate 2 JPM 240215900 Fixed Rate Balloon 2 JPM 240215946 2/28 6 MO LIBOR 1 JPM 240215967 2/28 6 MO LIBOR 1 JPM 240216112 2/28 6 MO LIBOR 2 JPM 240216123 2/28 6 MO LIBOR 2 JPM 240216125 3/27 6 MO LIBOR 2 JPM 240216204 Fixed Rate 2 JPM 240216231 Fixed Rate Balloon 2 JPM 240216245 2/28 6 MO LIBOR 1 JPM 240216261 2/28 6 MO LIBOR 3 JPM 240216355 2/28 6 MO LIBOR 1 JPM 240216373 2/28 6 MO LIBOR 1 JPM 240216379 2/28 6 MO LIBOR 1 JPM 240216389 Fixed Rate 2 JPM 240216400 Fixed Rate 2 JPM 240216427 Fixed Rate 1 JPM 240216442 2/28 6 MO LIBOR 3 JPM 240216584 Fixed Rate Balloon 3 JPM 240216723 Fixed Rate 3 JPM 240216850 Fixed Rate 3 JPM 240302248 Fixed Rate 3 JPM 240312012 Fixed Rate 2 JPM 240312469 Fixed Rate 2 JPM 240312647 2/28 6 MO LIBOR 1 JPM 240312699 2/28 6 MO LIBOR 2 JPM 240312737 Fixed Rate 1 JPM 240312746 2/28 6 MO LIBOR 1 JPM 240312752 2/28 6 MO LIBOR 1 JPM 240312832 2/28 6 MO LIBOR 1 JPM 240312835 2/28 6 MO LIBOR 3 JPM 240312849 2/28 6 MO LIBOR 3 JPM 240312871 2/28 6 MO LIBOR 3 JPM 240312900 Fixed Rate 3 JPM 240312978 2/28 6 MO LIBOR 3 JPM 240401810 2/28 6 MO LIBOR 2 JPM 240401856 2/28 6 MO LIBOR 1 JPM 240502263 Fixed Rate Balloon 1 JPM 240502700 6 MO LIBOR 1 JPM 240517953 2/28 6 MO LIBOR 1 JPM 240518056 2/28 6 MO LIBOR 1 JPM 240518216 2/28 6 MO LIBOR 1 JPM 240518342 2/28 6 MO LIBOR 1 JPM 240518434 2/28 6 MO LIBOR 1 JPM 240518675 2/28 6 MO LIBOR 1 JPM 240518700 2/28 6 MO LIBOR 1 JPM 240518701 Fixed Rate 2 JPM 240518756 2/28 6 MO LIBOR 3 JPM 240518922 2/28 6 MO LIBOR 3 JPM 240600614 Fixed Rate 1 JPM 240602651 Fixed Rate 2 JPM 240603118 Fixed Rate 2 JPM 240608541 2/28 6 MO LIBOR 3 JPM 240608830 Fixed Rate 3 JPM 240624227 2/28 6 MO LIBOR 2 JPM 240624525 2/28 6 MO LIBOR 1 JPM 240624584 2/28 6 MO LIBOR 3 JPM 240624613 2/28 6 MO LIBOR 2 JPM 240624651 2/28 6 MO LIBOR 3 JPM 240624759 Fixed Rate 1 JPM 240624782 3/27 6 MO LIBOR 3 JPM 240624899 Fixed Rate 3 JPM 240625046 2/28 6 MO LIBOR 3 JPM 240801026 Fixed Rate Balloon 1 JPM 240806526 Fixed Rate 3 JPM 240907275 Fixed Rate 3 JPM 240907390 Fixed Rate 3 JPM 240907433 Fixed Rate 3 JPM 240920596 Fixed Rate 2 JPM 241000872 6 MO LIBOR 1 JPM 241005795 Fixed Rate 3 JPM 241109315 Fixed Rate Balloon 3 JPM 241109471 Fixed Rate Balloon 3 JPM 241109554 Fixed Rate 3 JPM 241109646 Fixed Rate 3 JPM 241109909 Fixed Rate 3 JPM 241123788 2/28 6 MO LIBOR 3 JPM 241123813 Fixed Rate 1 JPM 241123841 6 MO LIBOR 1 JPM 241124142 Fixed Rate 3 JPM 241206830 2/28 6 MO LIBOR 3 JPM 241207648 Fixed Rate 3 JPM 241207835 Fixed Rate 3 JPM 241208040 Fixed Rate 3 JPM 241218884 Fixed Rate 2 JPM 241219393 2/28 6 MO LIBOR 1 JPM 241219636 2/28 6 MO LIBOR 2 JPM 241219683 2/28 6 MO LIBOR 2 JPM 241219987 2/28 6 MO LIBOR 1 JPM 241220009 2/28 6 MO LIBOR 2 JPM 241220081 Fixed Rate 2 JPM 241220109 Fixed Rate 2 JPM 241220236 2/28 6 MO LIBOR 2 JPM 241220257 2/28 6 MO LIBOR 1 JPM 241220267 Fixed Rate 2 JPM 241220275 2/28 6 MO LIBOR 1 JPM 241220284 2/28 6 MO LIBOR 1 JPM 241220308 Fixed Rate 2 JPM 241220356 2/28 6 MO LIBOR 1 JPM 241220385 2/28 6 MO LIBOR 1 JPM 241220404 2/28 6 MO LIBOR 3 JPM 241220425 2/28 6 MO LIBOR 3 JPM 241220439 2/28 6 MO LIBOR 3 JPM 241220449 2/28 6 MO LIBOR 1 JPM 241220541 Fixed Rate 3 JPM 241220560 2/28 6 MO LIBOR 3 JPM 241220612 2/28 6 MO LIBOR 3 JPM 241220669 Fixed Rate 3 JPM 241220685 2/28 6 MO LIBOR 3 JPM 241301555 Fixed Rate 2 JPM 241306823 Fixed Rate 3 JPM 241322445 Fixed Rate 2 JPM 241322513 2/28 6 MO LIBOR 1 JPM 241322714 2/28 6 MO LIBOR 2 JPM 241322730 2/28 6 MO LIBOR 2 JPM 241322753 2/28 6 MO LIBOR 1 JPM 241322766 2/28 6 MO LIBOR 2 JPM 241322834 6 MO LIBOR 1 JPM 241322904 2/28 6 MO LIBOR 2 JPM 241322905 2/28 6 MO LIBOR 2 JPM 241322911 2/28 6 MO LIBOR 2 JPM 241322913 2/28 6 MO LIBOR 2 JPM 241323090 6 MO LIBOR 1 JPM 241323115 2/28 6 MO LIBOR 2 JPM 241323361 2/28 6 MO LIBOR 2 JPM 241323367 2/28 6 MO LIBOR 1 JPM 241323396 2/28 6 MO LIBOR 1 JPM 241323541 2/28 6 MO LIBOR 3 JPM 241323563 2/28 6 MO LIBOR 1 JPM 241323665 2/28 6 MO LIBOR 1 JPM 241323719 2/28 6 MO LIBOR 3 JPM 241323722 2/28 6 MO LIBOR 3 JPM 241323810 2/28 6 MO LIBOR 3 JPM 241323828 2/28 6 MO LIBOR 3 JPM 241323862 2/28 6 MO LIBOR 3 JPM 241323879 2/28 6 MO LIBOR 3 JPM 241323925 2/28 6 MO LIBOR 3 JPM 241323927 2/28 6 MO LIBOR 3 JPM 241323943 2/28 6 MO LIBOR 3 JPM 241323968 2/28 6 MO LIBOR 3 JPM 241324046 2/28 6 MO LIBOR 3 JPM 241324277 Fixed Rate Balloon 3 JPM 241400669 2/28 6 MO LIBOR 1 JPM 241401285 Fixed Rate 2 JPM 241418722 3/27 6 MO LIBOR 2 JPM 241418767 2/28 6 MO LIBOR 1 JPM 241418782 2/28 6 MO LIBOR 1 JPM 241418942 Fixed Rate 2 JPM 241419244 2/28 6 MO LIBOR 3 JPM 241419303 2/28 6 MO LIBOR 3 JPM 241419313 2/28 6 MO LIBOR 3 JPM 241419397 2/28 6 MO LIBOR 3 JPM 241503548 6 MO LIBOR 3 JPM 241503568 2/28 6 MO LIBOR 3 JPM 241503878 6 MO LIBOR 3 JPM 241503890 6 MO LIBOR 3 JPM 241503901 Fixed Rate 3 JPM 241503977 6 MO LIBOR 3 JPM 241504183 6 MO LIBOR 3 JPM 241504254 Fixed Rate 3 JPM 241515750 2/28 6 MO LIBOR 1 JPM 241516289 Fixed Rate Balloon 2 JPM 241516497 Fixed Rate 2 JPM 241516551 2/28 6 MO LIBOR 2 JPM 241516780 Fixed Rate Balloon 2 JPM 241516808 2/28 6 MO LIBOR 1 JPM 241516845 Fixed Rate Balloon 2 JPM 241516859 2/28 6 MO LIBOR 1 JPM 241516865 Fixed Rate Balloon 2 JPM 241516890 2/28 6 MO LIBOR 1 JPM 241516965 2/28 6 MO LIBOR 1 JPM 241517034 Fixed Rate Balloon 2 JPM 241517088 2/28 6 MO LIBOR 1 JPM 241517092 Fixed Rate 2 JPM 241517189 2/28 6 MO LIBOR 1 JPM 241517254 2/28 6 MO LIBOR 1 JPM 241517258 Fixed Rate Balloon 2 JPM 241517277 2/28 6 MO LIBOR 1 JPM 241517418 Fixed Rate 1 JPM 241517431 Fixed Rate 1 JPM 241517453 Fixed Rate 1 JPM 241517485 Fixed Rate 3 JPM 241517606 2/28 6 MO LIBOR 3 JPM 241517693 2/28 6 MO LIBOR 3 JPM 241517703 2/28 6 MO LIBOR 3 JPM 241517742 2/28 6 MO LIBOR 3 JPM 241517751 2/28 6 MO LIBOR 3 JPM 241517871 Fixed Rate 3 JPM 241600766 Fixed Rate 2 JPM 241604507 Fixed Rate 3 JPM 241604555 Fixed Rate 3 JPM 241604775 Fixed Rate 3 JPM 241700610 6 MO LIBOR 1 JPM 241718294 2/28 6 MO LIBOR 1 JPM 241718342 2/28 6 MO LIBOR 2 JPM 241718406 Fixed Rate 2 JPM 241718525 2/28 6 MO LIBOR 2 JPM 241718550 Fixed Rate 2 JPM 241718657 Fixed Rate Balloon 2 JPM 241718858 Fixed Rate 2 JPM 241718919 Fixed Rate 2 JPM 241718931 Fixed Rate Balloon 2 JPM 241718932 3/27 6 MO LIBOR 1 JPM 241719035 2/28 6 MO LIBOR 1 JPM 241719055 2/28 6 MO LIBOR 1 JPM 241719070 2/28 6 MO LIBOR 1 JPM 241719090 2/28 6 MO LIBOR 1 JPM 241800716 2/28 6 MO LIBOR 1 JPM 241800974 2/28 6 MO LIBOR 1 JPM 241807413 Fixed Rate Balloon 3 JPM 241902082 Fixed Rate 2 JPM 241902141 Fixed Rate 2 JPM 241909160 Fixed Rate 3 JPM 241919863 2/28 6 MO LIBOR 2 JPM 241919974 2/28 6 MO LIBOR 1 JPM 241920065 Fixed Rate 2 JPM 241920097 Fixed Rate 2 JPM 241920209 2/28 6 MO LIBOR 2 JPM 241920242 Fixed Rate 1 JPM 241920285 2/28 6 MO LIBOR 1 JPM 241920332 Fixed Rate 1 JPM 241920336 2/28 6 MO LIBOR 1 JPM 241920353 2/28 6 MO LIBOR 1 JPM 241920368 Fixed Rate 1 JPM 241920409 Fixed Rate 1 JPM 241920414 Fixed Rate 1 JPM 241920416 2/28 6 MO LIBOR 1 JPM 241920452 2/28 6 MO LIBOR 3 JPM 241920483 2/28 6 MO LIBOR 1 JPM 241920538 2/28 6 MO LIBOR 3 JPM 241920586 2/28 6 MO LIBOR 3 JPM 241920700 Fixed Rate 3 JPM 241920804 Fixed Rate 3 JPM 242005754 Fixed Rate 3 JPM 242100696 2/28 6 MO LIBOR 1 JPM 242100970 6 MO LIBOR 1 JPM 242105301 6 MO LIBOR 3 JPM 242105337 2/28 6 MO LIBOR 3 JPM 242105431 Fixed Rate Balloon 3 JPM 242105444 2/28 6 MO LIBOR 3 JPM 242105466 6 MO LIBOR 3 JPM 242105598 6 MO LIBOR 3 JPM 242117164 2/28 6 MO LIBOR 3 JPM 242118369 Fixed Rate 2 JPM 242118396 2/28 6 MO LIBOR 2 JPM 242118431 2/28 6 MO LIBOR 2 JPM 242118438 2/28 6 MO LIBOR 2 JPM 242118502 2/28 6 MO LIBOR 2 JPM 242118692 2/28 6 MO LIBOR 1 JPM 242118843 Fixed Rate 2 JPM 242118952 2/28 6 MO LIBOR 2 JPM 242119058 2/28 6 MO LIBOR 3 JPM 242119105 2/28 6 MO LIBOR 1 JPM 242119140 Fixed Rate 2 JPM 242119162 2/28 6 MO LIBOR 2 JPM 242119195 2/28 6 MO LIBOR 1 JPM 242119272 2/28 6 MO LIBOR 1 JPM 242119301 2/28 6 MO LIBOR 1 JPM 242119317 2/28 6 MO LIBOR 1 JPM 242119321 2/28 6 MO LIBOR 3 JPM 242119322 3/27 6 MO LIBOR 1 JPM 242119336 2/28 6 MO LIBOR 1 JPM 242119346 Fixed Rate 1 JPM 242119440 2/28 6 MO LIBOR 3 JPM 242119475 2/28 6 MO LIBOR 3 JPM 242119523 2/28 6 MO LIBOR 3 JPM 242119585 2/28 6 MO LIBOR 3 JPM 242217865 Fixed Rate Balloon 2 JPM 242217930 Fixed Rate Balloon 2 JPM 242217971 2/28 6 MO LIBOR 2 JPM 242218259 Fixed Rate Balloon 2 JPM 242218332 3/27 6 MO LIBOR 1 JPM 242218339 Fixed Rate Balloon 2 JPM 242218355 Fixed Rate Balloon 2 JPM 242218447 2/28 6 MO LIBOR 3 JPM 242218754 3/27 6 MO LIBOR 3 JPM 242218779 3/27 6 MO LIBOR 3 JPM 242218825 Fixed Rate 3 JPM 242307675 Fixed Rate 3 JPM 242307767 Fixed Rate 3 JPM 242319119 2/28 6 MO LIBOR 1 JPM 242319295 2/28 6 MO LIBOR 2 JPM 242319639 2/28 6 MO LIBOR 2 JPM 242319647 2/28 6 MO LIBOR 2 JPM 242319834 2/28 6 MO LIBOR 1 JPM 242319845 2/28 6 MO LIBOR 1 JPM 242319859 2/28 6 MO LIBOR 1 JPM 242319879 2/28 6 MO LIBOR 1 JPM 242319895 2/28 6 MO LIBOR 1 JPM 242319915 Fixed Rate 1 JPM 242319945 2/28 6 MO LIBOR 1 JPM 242319949 2/28 6 MO LIBOR 1 JPM 242319977 Fixed Rate 3 JPM 242320048 2/28 6 MO LIBOR 1 JPM 242320057 2/28 6 MO LIBOR 3 JPM 242320068 2/28 6 MO LIBOR 3 JPM 242320133 2/28 6 MO LIBOR 3 JPM 242320254 2/28 6 MO LIBOR 3 JPM 242320330 2/28 6 MO LIBOR 3 JPM 242320432 2/28 6 MO LIBOR 3 JPM 242400789 Fixed Rate 2 JPM 242403901 Fixed Rate 3 JPM 242413438 Fixed Rate 2 JPM 242414705 3/27 6 MO LIBOR 2 JPM 242414953 3/27 6 MO LIBOR 1 JPM 242414972 3/27 6 MO LIBOR 2 JPM 242414997 3/27 6 MO LIBOR 1 JPM 242415000 Fixed Rate 2 JPM 242415041 3/27 6 MO LIBOR 1 JPM 242415055 Fixed Rate 2 JPM 242415298 Fixed Rate 1 JPM 242415368 3/27 6 MO LIBOR 1 JPM 242415446 Fixed Rate 1 JPM 242415447 3/27 6 MO LIBOR 1 JPM 242415452 3/27 6 MO LIBOR 1 JPM 242415471 3/27 6 MO LIBOR 1 JPM 242415568 Fixed Rate 3 JPM 242415576 3/27 6 MO LIBOR 1 JPM 242415596 3/27 6 MO LIBOR 1 JPM 242415744 3/27 6 MO LIBOR 3 JPM 242415825 3/27 6 MO LIBOR 3 JPM 242416065 2/28 6 MO LIBOR 3 JPM 242603584 Fixed Rate 3 JPM 242620256 2/28 6 MO LIBOR 2 JPM 242620274 2/28 6 MO LIBOR 2 JPM 242620383 2/28 6 MO LIBOR 1 JPM 242620533 2/28 6 MO LIBOR 1 JPM 242620571 2/28 6 MO LIBOR 1 JPM 242620606 2/28 6 MO LIBOR 1 JPM 242620625 2/28 6 MO LIBOR 1 JPM 242620806 2/28 6 MO LIBOR 3 JPM 242620817 2/28 6 MO LIBOR 3 JPM 242700442 Fixed Rate 3 JPM 242711623 2/28 6 MO LIBOR 1 JPM 242711819 2/28 6 MO LIBOR 1 JPM 242711866 2/28 6 MO LIBOR 2 JPM 242711976 Fixed Rate 1 JPM 242711991 Fixed Rate 1 JPM 242712086 3/27 6 MO LIBOR 1 JPM 242712127 2/28 6 MO LIBOR 1 JPM 242712134 2/28 6 MO LIBOR 3 JPM 242712158 Fixed Rate 1 JPM 242712418 2/28 6 MO LIBOR 3 JPM 242800346 Fixed Rate 2 JPM 242819277 Fixed Rate 2 JPM 242819587 2/28 6 MO LIBOR 1 JPM 242819631 Fixed Rate Balloon 2 JPM 242819646 2/28 6 MO LIBOR 2 JPM 242819670 2/28 6 MO LIBOR 2 JPM 242819758 2/28 6 MO LIBOR 1 JPM 242819763 Fixed Rate Balloon 2 JPM 242819774 2/28 6 MO LIBOR 2 JPM 242819802 2/28 6 MO LIBOR 2 JPM 242819813 2/28 6 MO LIBOR 2 JPM 242819817 3/27 6 MO LIBOR 2 JPM 242819831 Fixed Rate 2 JPM 242819832 2/28 6 MO LIBOR 2 JPM 242819868 3/27 6 MO LIBOR 2 JPM 242819999 2/28 6 MO LIBOR 1 JPM 242820085 3/27 6 MO LIBOR 1 JPM 242820155 Fixed Rate Balloon 2 JPM 242820161 Fixed Rate Balloon 2 JPM 242820167 2/28 6 MO LIBOR 1 JPM 242820170 2/28 6 MO LIBOR 1 JPM 242820191 2/28 6 MO LIBOR 3 JPM 242820200 2/28 6 MO LIBOR 3 JPM 242820219 2/28 6 MO LIBOR 1 JPM 242820255 2/28 6 MO LIBOR 1 JPM 242820361 2/28 6 MO LIBOR 3 JPM 242820411 2/28 6 MO LIBOR 3 JPM 242820423 2/28 6 MO LIBOR 3 JPM 242820480 Fixed Rate 3 JPM 242820498 2/28 6 MO LIBOR 3 JPM 242820513 Fixed Rate 3 JPM 242820516 Fixed Rate 3 JPM 242900629 Fixed Rate 2 JPM 242900720 Fixed Rate 1 JPM 242900722 Fixed Rate 1 JPM 242907747 Fixed Rate 3 JPM 242907837 Fixed Rate 3 JPM 242907846 Fixed Rate 3 JPM 242907919 Fixed Rate 3 JPM 242907936 Fixed Rate 3 JPM 242907945 Fixed Rate 3 JPM 242907948 Fixed Rate 3 JPM 242908182 Fixed Rate 3 JPM 242922647 2/28 6 MO LIBOR 1 JPM 242922897 2/28 6 MO LIBOR 1 JPM 242923205 2/28 6 MO LIBOR 2 JPM 243103471 Fixed Rate 3 JPM 243113201 3/27 6 MO LIBOR 2 JPM 243113727 3/27 6 MO LIBOR 1 JPM 243114005 2/28 6 MO LIBOR 2 JPM 243114037 3/27 6 MO LIBOR 1 JPM 243114355 Fixed Rate 2 JPM 243114358 Fixed Rate 2 JPM 243114435 2/28 6 MO LIBOR 1 JPM 243114546 3/27 6 MO LIBOR 2 JPM 243114564 3/27 6 MO LIBOR 3 JPM 243114620 2/28 6 MO LIBOR 1 JPM 243114685 Fixed Rate 2 JPM 243114706 3/27 6 MO LIBOR 2 JPM 243114732 3/27 6 MO LIBOR 1 JPM 243114743 Fixed Rate 1 JPM 243114788 2/28 6 MO LIBOR 1 JPM 243114823 2/28 6 MO LIBOR 1 JPM 243114930 2/28 6 MO LIBOR 3 JPM 243114940 3/27 6 MO LIBOR 3 JPM 243114988 3/27 6 MO LIBOR 3 JPM 243214306 2/28 6 MO LIBOR 2 JPM 243214384 2/28 6 MO LIBOR 2 JPM 243214464 2/28 6 MO LIBOR 2 JPM 243214465 Fixed Rate 2 JPM 243214692 Fixed Rate 2 JPM 243214703 2/28 6 MO LIBOR 1 JPM 243214722 Fixed Rate Balloon 2 JPM 243214751 2/28 6 MO LIBOR 2 JPM 243214795 Fixed Rate 2 JPM 243214871 2/28 6 MO LIBOR 2 JPM 243214891 2/28 6 MO LIBOR 1 JPM 243214947 2/28 6 MO LIBOR 1 JPM 243214957 2/28 6 MO LIBOR 1 JPM 243214999 2/28 6 MO LIBOR 3 JPM 243215067 2/28 6 MO LIBOR 1 JPM 243303923 Fixed Rate 3 JPM 243319598 2/28 6 MO LIBOR 1 JPM 243319625 2/28 6 MO LIBOR 1 JPM 243319695 2/28 6 MO LIBOR 1 JPM 243319704 2/28 6 MO LIBOR 3 JPM 243319746 2/28 6 MO LIBOR 1 JPM 243319893 2/28 6 MO LIBOR 3 JPM 243319949 2/28 6 MO LIBOR 3 JPM 243416625 2/28 6 MO LIBOR 1 JPM 243416682 2/28 6 MO LIBOR 1 JPM 243416737 2/28 6 MO LIBOR 1 JPM 243416794 2/28 6 MO LIBOR 2 JPM 243416867 2/28 6 MO LIBOR 1 JPM 243416944 2/28 6 MO LIBOR 1 JPM 243417012 2/28 6 MO LIBOR 1 JPM 243417021 Fixed Rate 2 JPM 243417065 2/28 6 MO LIBOR 2 JPM 243417083 2/28 6 MO LIBOR 1 JPM 243417106 2/28 6 MO LIBOR 3 JPM 243417127 2/28 6 MO LIBOR 1 JPM 243417133 2/28 6 MO LIBOR 2 JPM 243417159 2/28 6 MO LIBOR 1 JPM 243417230 2/28 6 MO LIBOR 3 JPM 243417252 2/28 6 MO LIBOR 1 JPM 243417259 2/28 6 MO LIBOR 1 JPM 243503955 2/28 6 MO LIBOR 3 JPM 243503962 Fixed Rate 3 JPM 243504008 2/28 6 MO LIBOR 3 JPM 243504167 Fixed Rate 3 JPM 243504322 2/28 6 MO LIBOR 3 JPM 243504388 Fixed Rate 3 JPM 243521285 2/28 6 MO LIBOR 2 JPM 243521479 2/28 6 MO LIBOR 2 JPM 243521543 2/28 6 MO LIBOR 1 JPM 243521565 2/28 6 MO LIBOR 1 JPM 243521645 Fixed Rate 1 JPM 243521726 2/28 6 MO LIBOR 2 JPM 243521759 Fixed Rate 1 JPM 243521796 2/28 6 MO LIBOR 1 JPM 243521823 2/28 6 MO LIBOR 1 JPM 243521835 2/28 6 MO LIBOR 1 JPM 243521837 Fixed Rate 1 JPM 243521874 Fixed Rate 1 JPM 243521876 Fixed Rate 1 JPM 243521909 2/28 6 MO LIBOR 1 JPM 243521931 2/28 6 MO LIBOR 3 JPM 243521963 Fixed Rate 1 JPM 243521972 2/28 6 MO LIBOR 3 JPM 243521981 2/28 6 MO LIBOR 3 JPM 243522015 2/28 6 MO LIBOR 3 JPM 243522052 2/28 6 MO LIBOR 3 JPM 243522059 2/28 6 MO LIBOR 3 JPM 243522078 2/28 6 MO LIBOR 3 JPM 243522098 2/28 6 MO LIBOR 3 JPM 243522101 2/28 6 MO LIBOR 3 JPM 243522117 2/28 6 MO LIBOR 3 JPM 243522172 2/28 6 MO LIBOR 3 JPM 243522355 Fixed Rate 3 JPM 243603756 Fixed Rate 3 JPM 243603797 Fixed Rate 3 JPM 243603923 Fixed Rate 3 JPM 243604063 Fixed Rate 3 JPM 243604106 Fixed Rate 3 JPM 243604237 Fixed Rate 3 JPM 243604370 Fixed Rate 3 JPM 243604372 Fixed Rate 3 JPM 243604407 Fixed Rate 3 JPM 243604489 Fixed Rate 3 JPM 243604512 Fixed Rate 3 JPM 243604558 Fixed Rate 3 JPM 243604589 Fixed Rate 3 JPM 243604658 Fixed Rate 3 JPM 243615927 Fixed Rate 2 JPM 243616087 2/28 6 MO LIBOR 1 JPM 243616098 2/28 6 MO LIBOR 1 JPM 243616162 2/28 6 MO LIBOR 1 JPM 243616385 2/28 6 MO LIBOR 2 JPM 243616408 3/27 6 MO LIBOR 1 JPM 243616463 2/28 6 MO LIBOR 1 JPM 243616567 2/28 6 MO LIBOR 3 JPM 243616594 2/28 6 MO LIBOR 3 JPM 243712933 3/27 6 MO LIBOR 2 JPM 243713088 Fixed Rate 2 JPM 243713108 2/28 6 MO LIBOR 2 JPM 243713166 Fixed Rate 2 JPM 243713265 Fixed Rate 2 JPM 243713328 Fixed Rate Balloon 2 JPM 243713473 2/28 6 MO LIBOR 2 JPM 243713540 2/28 6 MO LIBOR 3 JPM 243713557 2/28 6 MO LIBOR 1 JPM 243713627 3/27 6 MO LIBOR 1 JPM 243713655 2/28 6 MO LIBOR 1 JPM 243713738 2/28 6 MO LIBOR 3 JPM 243713739 Fixed Rate 3 JPM 243713745 2/28 6 MO LIBOR 3 JPM 243713747 Fixed Rate 1 JPM 243713761 Fixed Rate 1 JPM 243713762 2/28 6 MO LIBOR 3 JPM 243713853 2/28 6 MO LIBOR 3 JPM 243713867 2/28 6 MO LIBOR 3 JPM 243713891 2/28 6 MO LIBOR 3 JPM 243713909 Fixed Rate 3 JPM 243714044 2/28 6 MO LIBOR 3 JPM 243817994 2/28 6 MO LIBOR 1 JPM 243818002 Fixed Rate 2 JPM 243818008 2/28 6 MO LIBOR 2 JPM 243818113 Fixed Rate 2 JPM 243818207 2/28 6 MO LIBOR 1 JPM 243818271 Fixed Rate 2 JPM 243818300 2/28 6 MO LIBOR 1 JPM 243818362 Fixed Rate 1 JPM 243818385 2/28 6 MO LIBOR 1 JPM 243818390 2/28 6 MO LIBOR 1 JPM 243818400 Fixed Rate 1 JPM 243818520 2/28 6 MO LIBOR 3 JPM 243818711 Fixed Rate 3 JPM 243901657 Fixed Rate 3 JPM 244102814 Fixed Rate Balloon 3 JPM 244102836 Fixed Rate 3 JPM 244102897 2/28 6 MO LIBOR 3 JPM 244102921 2/28 6 MO LIBOR 3 JPM 244102963 Fixed Rate Balloon 3 JPM 244103224 Fixed Rate Balloon 3 JPM 244103305 Fixed Rate Balloon 3 JPM 244103597 Fixed Rate 3 JPM 244122852 2/28 6 MO LIBOR 1 JPM 244123428 2/28 6 MO LIBOR 1 JPM 244123472 2/28 6 MO LIBOR 1 JPM 244123539 2/28 6 MO LIBOR 2 JPM 244123750 2/28 6 MO LIBOR 1 JPM 244123752 Fixed Rate 2 JPM 244123824 2/28 6 MO LIBOR 2 JPM 244123832 2/28 6 MO LIBOR 2 JPM 244123989 Fixed Rate 1 JPM 244124008 2/28 6 MO LIBOR 1 JPM 244124123 2/28 6 MO LIBOR 1 JPM 244124125 2/28 6 MO LIBOR 1 JPM 244124130 2/28 6 MO LIBOR 1 JPM 244124149 2/28 6 MO LIBOR 1 JPM 244124156 2/28 6 MO LIBOR 1 JPM 244124169 Fixed Rate 1 JPM 244124194 2/28 6 MO LIBOR 1 JPM 244124195 2/28 6 MO LIBOR 3 JPM 244124229 2/28 6 MO LIBOR 3 JPM 244124675 2/28 6 MO LIBOR 3 JPM 244200571 2/28 6 MO LIBOR 3 JPM 244211077 3/27 6 MO LIBOR 1 JPM 244211405 2/28 6 MO LIBOR 2 JPM 244211445 2/28 6 MO LIBOR 2 JPM 244211481 Fixed Rate 2 JPM 244211551 Fixed Rate 2 JPM 244211574 2/28 6 MO LIBOR 2 JPM 244211733 2/28 6 MO LIBOR 1 JPM 244211741 2/28 6 MO LIBOR 2 JPM 244211756 2/28 6 MO LIBOR 1 JPM 244211865 2/28 6 MO LIBOR 3 JPM 244211877 Fixed Rate 2 JPM 244211930 2/28 6 MO LIBOR 1 JPM 244211986 2/28 6 MO LIBOR 3 JPM 244211997 Fixed Rate 1 JPM 244212041 2/28 6 MO LIBOR 1 JPM 244212184 2/28 6 MO LIBOR 3 JPM 244402463 Fixed Rate 3 JPM 244402480 Fixed Rate 3 JPM 244412691 2/28 6 MO LIBOR 1 JPM 244412852 Fixed Rate 2 JPM 244412910 2/28 6 MO LIBOR 2 JPM 244413008 2/28 6 MO LIBOR 2 JPM 244413016 Fixed Rate 1 JPM 244413126 Fixed Rate 1 JPM 244413127 2/28 6 MO LIBOR 1 JPM 244413174 2/28 6 MO LIBOR 3 JPM 244413197 2/28 6 MO LIBOR 3 JPM 244413235 2/28 6 MO LIBOR 3 JPM 244502599 Fixed Rate 3 JPM 244502600 Fixed Rate 3 JPM 244502643 Fixed Rate 3 JPM 244502759 Fixed Rate 3 JPM 244502808 Fixed Rate 3 JPM 244502849 Fixed Rate 3 JPM 244503028 Fixed Rate 3 JPM 244503040 Fixed Rate 3 JPM 244503108 Fixed Rate 3 JPM 244519218 2/28 6 MO LIBOR 2 JPM 244519260 2/28 6 MO LIBOR 2 JPM 244519290 2/28 6 MO LIBOR 1 JPM 244519365 Fixed Rate 2 JPM 244519534 2/28 6 MO LIBOR 2 JPM 244519577 2/28 6 MO LIBOR 1 JPM 244519586 2/28 6 MO LIBOR 1 JPM 244519636 2/28 6 MO LIBOR 2 JPM 244519647 2/28 6 MO LIBOR 1 JPM 244519666 2/28 6 MO LIBOR 1 JPM 244519693 2/28 6 MO LIBOR 2 JPM 244519705 2/28 6 MO LIBOR 1 JPM 244519723 2/28 6 MO LIBOR 1 JPM 244519746 2/28 6 MO LIBOR 2 JPM 244519809 2/28 6 MO LIBOR 1 JPM 244519855 Fixed Rate 3 JPM 244519856 2/28 6 MO LIBOR 1 JPM 244519938 2/28 6 MO LIBOR 3 JPM 244519971 2/28 6 MO LIBOR 3 JPM 244601454 Fixed Rate 3 JPM 244601535 Fixed Rate 3 JPM 244601707 2/28 6 MO LIBOR 3 JPM 244815510 2/28 6 MO LIBOR 2 JPM 244815782 2/28 6 MO LIBOR 1 JPM 244816010 Fixed Rate 3 JPM 244900460 Fixed Rate 3 JPM 244900463 Fixed Rate 3 JPM 245002278 Fixed Rate 3 JPM 245102695 2/28 6 MO LIBOR 3 JPM 245107772 Fixed Rate 2 JPM 245107802 2/28 6 MO LIBOR 2 JPM 245107826 2/28 6 MO LIBOR 2 JPM 245107862 3/27 6 MO LIBOR 2 JPM 245107897 3/27 6 MO LIBOR 2 JPM 245107912 Fixed Rate 2 JPM 245107932 2/28 6 MO LIBOR 1 JPM 245107934 3/27 6 MO LIBOR 1 JPM 245107941 2/28 6 MO LIBOR 2 JPM 245107942 3/27 6 MO LIBOR 1 JPM 245107968 Fixed Rate 3 JPM 245204294 2/28 6 MO LIBOR 3 JPM 245211318 2/28 6 MO LIBOR 2 JPM 245212262 2/28 6 MO LIBOR 2 JPM 245212306 2/28 6 MO LIBOR 2 JPM 245212323 2/28 6 MO LIBOR 2 JPM 245212334 2/28 6 MO LIBOR 2 JPM 245212359 2/28 6 MO LIBOR IO 2 JPM 245212362 2/28 6 MO LIBOR 2 JPM 245212380 2/28 6 MO LIBOR 2 JPM 245212390 3/27 6 MO LIBOR 2 JPM 245212393 2/28 6 MO LIBOR 2 JPM 245212400 2/28 6 MO LIBOR 2 JPM 245212402 2/28 6 MO LIBOR 2 JPM 245212409 2/28 6 MO LIBOR 2 JPM 245212433 2/28 6 MO LIBOR 2 JPM 245212486 2/28 6 MO LIBOR 1 JPM 245212491 2/28 6 MO LIBOR 1 JPM 245212502 2/28 6 MO LIBOR 1 JPM 245212515 2/28 6 MO LIBOR 1 JPM 245212568 2/28 6 MO LIBOR 3 JPM 245212585 2/28 6 MO LIBOR 3 JPM 245212702 2/28 6 MO LIBOR 3 JPM 245305109 2/28 6 MO LIBOR 2 JPM 245305183 2/28 6 MO LIBOR 2 JPM 245305204 2/28 6 MO LIBOR 2 JPM 245305210 2/28 6 MO LIBOR 2 JPM 245305236 2/28 6 MO LIBOR 1 JPM 245305258 2/28 6 MO LIBOR 3 JPM 245305264 2/28 6 MO LIBOR 3 JPM 245305287 2/28 6 MO LIBOR 3 JPM 245305325 2/28 6 MO LIBOR 3 JPM 245305330 Fixed Rate Balloon 3 JPM 245305334 2/28 6 MO LIBOR 3 JPM 245305337 Fixed Rate 3 JPM 245409060 3/27 6 MO LIBOR 2 JPM 245409066 Fixed Rate Balloon 2 JPM 245409116 2/28 6 MO LIBOR 2 JPM 245409133 3/27 6 MO LIBOR IO 2 JPM 245409147 3/27 6 MO LIBOR 2 JPM 245409157 2/28 6 MO LIBOR IO 2 JPM 245409162 3/27 6 MO LIBOR 2 JPM 245409195 3/27 6 MO LIBOR IO 2 JPM 245409207 3/27 6 MO LIBOR 2 JPM 245409220 3/27 6 MO LIBOR 1 JPM 245409229 2/28 6 MO LIBOR 3 JPM 245409230 3/27 6 MO LIBOR 2 JPM 245409274 3/27 6 MO LIBOR 3 JPM 245409303 2/28 6 MO LIBOR IO 3 JPM 245409309 3/27 6 MO LIBOR 3 JPM 245409311 3/27 6 MO LIBOR IO 3 JPM 245409323 2/28 6 MO LIBOR IO 3 JPM 245409331 Fixed Rate 3 JPM 245409339 2/28 6 MO LIBOR IO 3 JPM 245409347 2/28 6 MO LIBOR 3 JPM 245409359 Fixed Rate 3 JPM 245409377 3/27 6 MO LIBOR IO 3 JPM 245409382 3/27 6 MO LIBOR IO 3 JPM 245409401 Fixed Rate Balloon 3 JPM 245409403 Fixed Rate Balloon 3 JPM 245409412 Fixed Rate Balloon 3 JPM 245605782 Fixed Rate 2 JPM 245606032 2/28 6 MO LIBOR 3 JPM 245606090 2/28 6 MO LIBOR 2 JPM 245606127 2/28 6 MO LIBOR 3 JPM 245606148 2/28 6 MO LIBOR 2 JPM 245606152 2/28 6 MO LIBOR IO 2 JPM 245606166 2/28 6 MO LIBOR 1 JPM 245606184 2/28 6 MO LIBOR 1 JPM 245606190 2/28 6 MO LIBOR 2 JPM 245606193 2/28 6 MO LIBOR 2 JPM 245606208 2/28 6 MO LIBOR 2 JPM 245606217 2/28 6 MO LIBOR 2 JPM 245606232 2/28 6 MO LIBOR 2 JPM 245606243 2/28 6 MO LIBOR 2 JPM 245606244 Fixed Rate 2 JPM 245606264 2/28 6 MO LIBOR 2 JPM 245606277 Fixed Rate 3 JPM 245606301 2/28 6 MO LIBOR 1 JPM 245606316 2/28 6 MO LIBOR 3 JPM 245606323 2/28 6 MO LIBOR 3 JPM 245606324 2/28 6 MO LIBOR 3 JPM 245606371 2/28 6 MO LIBOR 3 JPM 245707959 3/27 6 MO LIBOR 2 JPM 245707972 Fixed Rate 2 JPM 245707991 Fixed Rate 2 JPM 245707993 2/28 6 MO LIBOR 2 JPM 245708000 2/28 6 MO LIBOR IO 2 JPM 245708006 3/27 6 MO LIBOR 2 JPM 245708015 3/27 6 MO LIBOR IO 2 JPM 245708032 3/27 6 MO LIBOR 2 JPM 245708034 3/27 6 MO LIBOR 2 JPM 245708041 3/27 6 MO LIBOR 2 JPM 245708044 2/28 6 MO LIBOR IO 2 JPM 245708048 3/27 6 MO LIBOR 2 JPM 245708052 3/27 6 MO LIBOR 2 JPM 245708059 2/28 6 MO LIBOR 2 JPM 245708062 3/27 6 MO LIBOR 2 JPM 245708064 3/27 6 MO LIBOR 2 JPM 245708065 2/28 6 MO LIBOR IO 2 JPM 245708078 Fixed Rate 2 JPM 245708080 3/27 6 MO LIBOR 2 JPM 245708083 3/27 6 MO LIBOR 2 JPM 245708085 3/27 6 MO LIBOR IO 2 JPM 245708087 3/27 6 MO LIBOR IO 2 JPM 245708088 2/28 6 MO LIBOR 2 JPM 245708102 3/27 6 MO LIBOR IO 2 JPM 245708105 2/28 6 MO LIBOR 2 JPM 245708116 3/27 6 MO LIBOR 2 JPM 245708123 2/28 6 MO LIBOR 2 JPM 245708126 2/28 6 MO LIBOR 2 JPM 245708133 2/28 6 MO LIBOR IO 2 JPM 245708148 3/27 6 MO LIBOR 2 JPM 245708156 2/28 6 MO LIBOR 2 JPM 245708158 2/28 6 MO LIBOR 2 JPM 245708159 3/27 6 MO LIBOR 2 JPM 245708164 3/27 6 MO LIBOR 2 JPM 245708165 3/27 6 MO LIBOR 2 JPM 245708171 3/27 6 MO LIBOR 2 JPM 245708174 Fixed Rate 2 JPM 245708190 2/28 6 MO LIBOR IO 3 JPM 245708197 Fixed Rate 2 JPM 245708241 Fixed Rate 3 JPM 245708243 3/27 6 MO LIBOR 3 JPM 245708256 3/27 6 MO LIBOR 3 JPM 245708260 3/27 6 MO LIBOR 3 JPM 245708262 3/27 6 MO LIBOR 3 JPM 245708298 Fixed Rate 3 JPM 245708307 3/27 6 MO LIBOR 3 JPM 245708341 3/27 6 MO LIBOR IO 3 JPM 245708353 3/27 6 MO LIBOR 3 JPM 245708356 2/28 6 MO LIBOR IO 3 JPM 245708361 2/28 6 MO LIBOR 3 JPM 245708379 3/27 6 MO LIBOR 3 JPM 245708411 Fixed Rate Balloon 3 JPM 246002252 Fixed Rate 3 JPM 246002309 2/28 6 MO LIBOR 3 JPM 246002321 2/28 6 MO LIBOR 3 JPM 246009725 2/28 6 MO LIBOR 2 JPM 246009733 2/28 6 MO LIBOR IO 2 JPM 246009753 2/28 6 MO LIBOR IO 2 JPM 246009776 2/28 6 MO LIBOR 2 JPM 246009797 2/28 6 MO LIBOR 2 JPM 246009802 2/28 6 MO LIBOR 2 JPM 246009825 2/28 6 MO LIBOR 2 JPM 246009833 6 MO LIBOR 2 JPM 246009837 2/28 6 MO LIBOR IO 2 JPM 246009840 2/28 6 MO LIBOR 2 JPM 246009853 2/28 6 MO LIBOR 2 JPM 246009855 6 MO LIBOR 2 JPM 246009859 Fixed Rate IO 2 JPM 246009899 2/28 6 MO LIBOR IO 2 JPM 246009901 2/28 6 MO LIBOR 2 JPM 246009902 2/28 6 MO LIBOR IO 2 JPM 246009913 2/28 6 MO LIBOR IO 2 JPM 246009923 2/28 6 MO LIBOR IO 2 JPM 246009928 2/28 6 MO LIBOR IO 2 JPM 246009935 3/27 6 MO LIBOR 2 JPM 246009943 2/28 6 MO LIBOR 2 JPM 246009944 3/27 6 MO LIBOR 2 JPM 246009990 2/28 6 MO LIBOR IO 2 JPM 246010003 2/28 6 MO LIBOR 3 JPM 246010011 3/27 6 MO LIBOR IO 1 JPM 246010072 2/28 6 MO LIBOR IO 3 JPM 246010113 2/28 6 MO LIBOR 3 JPM 246010128 2/28 6 MO LIBOR 3 JPM 246010136 2/28 6 MO LIBOR IO 3 JPM 246010140 2/28 6 MO LIBOR IO 3 JPM 246010154 3/27 6 MO LIBOR IO 3 JPM 246010157 Fixed Rate Balloon 3 JPM 246010165 2/28 6 MO LIBOR IO 3 JPM 246010166 2/28 6 MO LIBOR IO 3 JPM 246205341 2/28 6 MO LIBOR 2 JPM 246205356 2/28 6 MO LIBOR 2 JPM 246205371 Fixed Rate 2 JPM 246205376 3/27 6 MO LIBOR 2 JPM 246205382 2/28 6 MO LIBOR 2 JPM 246205387 3/27 6 MO LIBOR 2 JPM 246205398 2/28 6 MO LIBOR 2 JPM 246205408 2/28 6 MO LIBOR IO 2 JPM 246205414 2/28 6 MO LIBOR IO 2 JPM 246205426 2/28 6 MO LIBOR 2 JPM 246205429 2/28 6 MO LIBOR 2 JPM 246205432 2/28 6 MO LIBOR 2 JPM 246205469 3/27 6 MO LIBOR 2 JPM 246205490 2/28 6 MO LIBOR 3 JPM 246205504 2/28 6 MO LIBOR 3 JPM 246205506 3/27 6 MO LIBOR 3 JPM 246205526 Fixed Rate 3 JPM 246205531 Fixed Rate 3 JPM 246205593 2/28 6 MO LIBOR IO 3 JPM 246205602 Fixed Rate 3 JPM 246300602 2/28 6 MO LIBOR 3 JPM 246404433 2/28 6 MO LIBOR 2 JPM 246404482 3/27 6 MO LIBOR 2 JPM 246404488 3/27 6 MO LIBOR 3 JPM 246404490 2/28 6 MO LIBOR IO 2 JPM 246404501 2/28 6 MO LIBOR IO 3 JPM 246404542 2/28 6 MO LIBOR 3 JPM 246404591 Fixed Rate 3 JPM 246501504 2/28 6 MO LIBOR 3 JPM 246701128 Fixed Rate 3 JPM 246704911 2/28 6 MO LIBOR IO 2 JPM 246704929 2/28 6 MO LIBOR 2 JPM 246704934 2/28 6 MO LIBOR 2 JPM 246704938 2/28 6 MO LIBOR 2 JPM 246704971 2/28 6 MO LIBOR 2 JPM 246704991 Fixed Rate 2 JPM 246704997 2/28 6 MO LIBOR 2 JPM 246705000 2/28 6 MO LIBOR 3 JPM 246705025 2/28 6 MO LIBOR 3 JPM 246705039 2/28 6 MO LIBOR 3 JPM 246801580 2/28 6 MO LIBOR 3 JPM 246808107 2/28 6 MO LIBOR 2 JPM 246808109 2/28 6 MO LIBOR 2 JPM 246808134 Fixed Rate 2 JPM 246808135 2/28 6 MO LIBOR 2 JPM 246808149 2/28 6 MO LIBOR 2 JPM 246808169 3/27 6 MO LIBOR 2 JPM 246808180 3/27 6 MO LIBOR 2 JPM 246808192 3/27 6 MO LIBOR 2 JPM 246808204 2/28 6 MO LIBOR 2 JPM 246808208 3/27 6 MO LIBOR 2 JPM 246808212 2/28 6 MO LIBOR 2 JPM 246808218 2/28 6 MO LIBOR 2 JPM 246808229 2/28 6 MO LIBOR 2 JPM 246808235 2/28 6 MO LIBOR 2 JPM 246808240 Fixed Rate 2 JPM 246808359 Fixed Rate 3 JPM 246808392 Fixed Rate 3 JPM 246903676 2/28 6 MO LIBOR IO 2 JPM 246903716 2/28 6 MO LIBOR 2 JPM 246903725 2/28 6 MO LIBOR 1 JPM 246903734 2/28 6 MO LIBOR 2 JPM 247301053 2/28 6 MO LIBOR 3 JPM 247305256 3/27 6 MO LIBOR IO 2 JPM 247305460 2/28 6 MO LIBOR 2 JPM 247305463 3/27 6 MO LIBOR 2 JPM 247305501 3/27 6 MO LIBOR 2 JPM 247305511 3/27 6 MO LIBOR 3 JPM 247305512 3/27 6 MO LIBOR IO 2 JPM 247305565 3/27 6 MO LIBOR IO 3 JPM 247305566 3/27 6 MO LIBOR IO 3 JPM 247305577 2/28 6 MO LIBOR 3 JPM 247305585 3/27 6 MO LIBOR 3 JPM 247305595 3/27 6 MO LIBOR 3 JPM 247305598 3/27 6 MO LIBOR 3 JPM 247305602 2/28 6 MO LIBOR 3 JPM 247305618 Fixed Rate 3 JPM 247305632 3/27 6 MO LIBOR IO 3 JPM 247305634 3/27 6 MO LIBOR IO 3 JPM 247305651 Fixed Rate Balloon 3 JPM 247305662 Fixed Rate Balloon 3 JPM 247305664 2/28 6 MO LIBOR 3 JPM 247305671 Fixed Rate 3 JPM 247404265 2/28 6 MO LIBOR 2 JPM 247404400 Fixed Rate 2 JPM 247404470 2/28 6 MO LIBOR IO 2 JPM 247404480 3/27 6 MO LIBOR 2 JPM 247404484 3/27 6 MO LIBOR 2 JPM 247404485 3/27 6 MO LIBOR 2 JPM 247404496 3/27 6 MO LIBOR 2 JPM 247404548 2/28 6 MO LIBOR 2 JPM 247404557 Fixed Rate 2 JPM 247404580 2/28 6 MO LIBOR 2 JPM 247404585 3/27 6 MO LIBOR 2 JPM 247404591 3/27 6 MO LIBOR 2 JPM 247404634 3/27 6 MO LIBOR 2 JPM 247404696 Fixed Rate 3 JPM 247404710 Fixed Rate 2 JPM 247404721 3/27 6 MO LIBOR 1 JPM 247404737 3/27 6 MO LIBOR 3 JPM 247404807 3/27 6 MO LIBOR 3 JPM 247404811 2/28 6 MO LIBOR 3 JPM 247404832 Fixed Rate 3 JPM 247404840 2/28 6 MO LIBOR 3 JPM 247404845 3/27 6 MO LIBOR 3 JPM 247404896 2/28 6 MO LIBOR 3 JPM 247404906 Fixed Rate 3 JPM 247404909 2/28 6 MO LIBOR 3 JPM 247404916 3/27 6 MO LIBOR 3 JPM 247404931 Fixed Rate 3 JPM 247404937 Fixed Rate 3 JPM 247404955 2/28 6 MO LIBOR 3 JPM 247603159 Fixed Rate 2 JPM 247603250 3/27 6 MO LIBOR 2 JPM 247603281 2/28 6 MO LIBOR 2 JPM 247603282 3/27 6 MO LIBOR 2 JPM 247603303 2/28 6 MO LIBOR 2 JPM 247603304 3/27 6 MO LIBOR 2 JPM 247603318 3/27 6 MO LIBOR 2 JPM 247603331 2/28 6 MO LIBOR 3 JPM 247603349 3/27 6 MO LIBOR 2 JPM 247603353 3/27 6 MO LIBOR 3 JPM 247603403 3/27 6 MO LIBOR 3 JPM 247603404 2/28 6 MO LIBOR 3 JPM 247603409 3/27 6 MO LIBOR 3 JPM 247603410 2/28 6 MO LIBOR 3 JPM 247603414 3/27 6 MO LIBOR 3 JPM 247603446 2/28 6 MO LIBOR 3 JPM 247603453 Fixed Rate 3 JPM 248605215 3/27 6 MO LIBOR IO 2 JPM 248605221 3/27 6 MO LIBOR IO 2 JPM 248605228 3/27 6 MO LIBOR 2 JPM 248605233 3/27 6 MO LIBOR 2 JPM 248605310 3/27 6 MO LIBOR IO 2 JPM 248605402 Fixed Rate 2 JPM 248605419 3/27 6 MO LIBOR IO 2 JPM 248605421 3/27 6 MO LIBOR IO 2 JPM 248605434 3/27 6 MO LIBOR 2 JPM 248605443 2/28 6 MO LIBOR IO 2 JPM 248605447 3/27 6 MO LIBOR 2 JPM 248605454 2/28 6 MO LIBOR IO 2 JPM 248605459 2/28 6 MO LIBOR IO 2 JPM 248605460 2/28 6 MO LIBOR IO 2 JPM 248605465 3/27 6 MO LIBOR IO 2 JPM 248605471 3/27 6 MO LIBOR IO 2 JPM 248605474 2/28 6 MO LIBOR IO 2 JPM 248605478 3/27 6 MO LIBOR IO 2 JPM 248605481 3/27 6 MO LIBOR 2 JPM 248605484 Fixed Rate Balloon 2 JPM 248605489 2/28 6 MO LIBOR 2 JPM 248605492 Fixed Rate 2 JPM 248605499 Fixed Rate 2 JPM 248605502 2/28 6 MO LIBOR 2 JPM 248605504 3/27 6 MO LIBOR IO 2 JPM 248605505 3/27 6 MO LIBOR IO 2 JPM 248605509 2/28 6 MO LIBOR IO 2 JPM 248605514 3/27 6 MO LIBOR 2 JPM 248605527 2/28 6 MO LIBOR 2 JPM 248605530 2/28 6 MO LIBOR 2 JPM 248605537 Fixed Rate Balloon 2 JPM 248605539 3/27 6 MO LIBOR IO 2 JPM 248605541 3/27 6 MO LIBOR 2 JPM 248605546 3/27 6 MO LIBOR 2 JPM 248605547 2/28 6 MO LIBOR IO 2 JPM 248605549 Fixed Rate Balloon 2 JPM 248605551 3/27 6 MO LIBOR 2 JPM 248605552 Fixed Rate Balloon 2 JPM 248605553 2/28 6 MO LIBOR 2 JPM 248605554 3/27 6 MO LIBOR 2 JPM 248605561 3/27 6 MO LIBOR 2 JPM 248605562 2/28 6 MO LIBOR IO 2 JPM 248605571 Fixed Rate Balloon 2 JPM 248605576 2/28 6 MO LIBOR IO 2 JPM 248605579 3/27 6 MO LIBOR IO 2 JPM 248605580 2/28 6 MO LIBOR 2 JPM 248605582 2/28 6 MO LIBOR 2 JPM 248605583 3/27 6 MO LIBOR 2 JPM 248605585 3/27 6 MO LIBOR IO 2 JPM 248605594 3/27 6 MO LIBOR 2 JPM 248605600 Fixed Rate Balloon 2 JPM 248605602 3/27 6 MO LIBOR IO 2 JPM 248605612 2/28 6 MO LIBOR IO 2 JPM 248605618 2/28 6 MO LIBOR IO 2 JPM 248605626 Fixed Rate Balloon 2 JPM 248605627 2/28 6 MO LIBOR 2 JPM 248605634 3/27 6 MO LIBOR IO 2 JPM 248605635 3/27 6 MO LIBOR IO 2 JPM 248605640 Fixed Rate Balloon 2 JPM 248605643 Fixed Rate Balloon 2 JPM 248605648 3/27 6 MO LIBOR 2 JPM 248605651 3/27 6 MO LIBOR IO 2 JPM 248605654 3/27 6 MO LIBOR 2 JPM 248605655 2/28 6 MO LIBOR 3 JPM 248605656 Fixed Rate Balloon 2 JPM 248605661 Fixed Rate Balloon 2 JPM 248605663 Fixed Rate Balloon 2 JPM 248605665 3/27 6 MO LIBOR 2 JPM 248605670 2/28 6 MO LIBOR IO 2 JPM 248605671 2/28 6 MO LIBOR 2 JPM 248605677 3/27 6 MO LIBOR IO 2 JPM 248605681 3/27 6 MO LIBOR 2 JPM 248605683 3/27 6 MO LIBOR 2 JPM 248605685 3/27 6 MO LIBOR IO 2 JPM 248605689 2/28 6 MO LIBOR IO 2 JPM 248605690 2/28 6 MO LIBOR 2 JPM 248605698 2/28 6 MO LIBOR IO 2 JPM 248605707 Fixed Rate Balloon 2 JPM 248605712 Fixed Rate 2 JPM 248605719 Fixed Rate Balloon 2 JPM 248605724 Fixed Rate Balloon 2 JPM 248605726 Fixed Rate Balloon 2 JPM 248605727 Fixed Rate Balloon 2 JPM 248605730 3/27 6 MO LIBOR IO 2 JPM 248605737 2/28 6 MO LIBOR IO 2 JPM 248605739 Fixed Rate Balloon 2 JPM 248605740 3/27 6 MO LIBOR 2 JPM 248605742 2/28 6 MO LIBOR IO 2 JPM 248605748 Fixed Rate Balloon 2 JPM 248605759 Fixed Rate 2 JPM 248605760 2/28 6 MO LIBOR 2 JPM 248605762 Fixed Rate Balloon 2 JPM 248605767 3/27 6 MO LIBOR 2 JPM 248605775 2/28 6 MO LIBOR IO 2 JPM 248605777 Fixed Rate Balloon 2 JPM 248605784 Fixed Rate 2 JPM 248605785 2/28 6 MO LIBOR IO 2 JPM 248605787 Fixed Rate 2 JPM 248605789 2/28 6 MO LIBOR 2 JPM 248605794 2/28 6 MO LIBOR IO 2 JPM 248605798 3/27 6 MO LIBOR 2 JPM 248605799 2/28 6 MO LIBOR IO 2 JPM 248605800 2/28 6 MO LIBOR 3 JPM 248605801 3/27 6 MO LIBOR 2 JPM 248605804 3/27 6 MO LIBOR IO 2 JPM 248605808 Fixed Rate Balloon 2 JPM 248605812 2/28 6 MO LIBOR IO 2 JPM 248605813 2/28 6 MO LIBOR 2 JPM 248605817 Fixed Rate Balloon 2 JPM 248605818 3/27 6 MO LIBOR 2 JPM 248605826 Fixed Rate Balloon 2 JPM 248605836 Fixed Rate Balloon 2 JPM 248605840 Fixed Rate Balloon 2 JPM 248605844 3/27 6 MO LIBOR IO 2 JPM 248605845 Fixed Rate 2 JPM 248605846 Fixed Rate Balloon 2 JPM 248605847 Fixed Rate Balloon 2 JPM 248605848 Fixed Rate Balloon 2 JPM 248605855 Fixed Rate Balloon 2 JPM 248605856 2/28 6 MO LIBOR 2 JPM 248605857 2/28 6 MO LIBOR 2 JPM 248605861 3/27 6 MO LIBOR 2 JPM 248605863 2/28 6 MO LIBOR 1 JPM 248605865 2/28 6 MO LIBOR IO 3 JPM 248605870 2/28 6 MO LIBOR IO 2 JPM 248605878 2/28 6 MO LIBOR 1 JPM 248605884 2/28 6 MO LIBOR IO 2 JPM 248605887 Fixed Rate Balloon 2 JPM 248605897 2/28 6 MO LIBOR IO 2 JPM 248605899 2/28 6 MO LIBOR IO 2 JPM 248605902 Fixed Rate 2 JPM 248605912 3/27 6 MO LIBOR 3 JPM 248605916 Fixed Rate Balloon 2 JPM 248605919 2/28 6 MO LIBOR IO 3 JPM 248605922 Fixed Rate Balloon 2 JPM 248605928 Fixed Rate Balloon 2 JPM 248605932 3/27 6 MO LIBOR IO 3 JPM 248605933 Fixed Rate Balloon 2 JPM 248605935 2/28 6 MO LIBOR IO 3 JPM 248605938 2/28 6 MO LIBOR IO 3 JPM 248605942 Fixed Rate 3 JPM 248605944 2/28 6 MO LIBOR 3 JPM 248605948 2/28 6 MO LIBOR IO 3 JPM 248605952 Fixed Rate Balloon 2 JPM 248605953 2/28 6 MO LIBOR 3 JPM 248605954 Fixed Rate 3 JPM 248605955 3/27 6 MO LIBOR IO 1 JPM 248605956 3/27 6 MO LIBOR 1 JPM 248605958 2/28 6 MO LIBOR 1 JPM 248605962 2/28 6 MO LIBOR 1 JPM 248605967 2/28 6 MO LIBOR 1 JPM 248605968 Fixed Rate Balloon 2 JPM 248605970 2/28 6 MO LIBOR IO 3 JPM 248605974 2/28 6 MO LIBOR 1 JPM 248605976 2/28 6 MO LIBOR IO 3 JPM 248605977 2/28 6 MO LIBOR IO 3 JPM 248605981 2/28 6 MO LIBOR IO 3 JPM 248606000 Fixed Rate 3 JPM 248606005 Fixed Rate Balloon 3 JPM 248606008 2/28 6 MO LIBOR 3 JPM 248606009 Fixed Rate Balloon 3 JPM 248606024 2/28 6 MO LIBOR 3 JPM 248606037 Fixed Rate 3 JPM 248606045 Fixed Rate 3 JPM 248606054 2/28 6 MO LIBOR IO 3 JPM 248606112 2/28 6 MO LIBOR 3 JPM 248606118 2/28 6 MO LIBOR IO 3 JPM 248606144 2/28 6 MO LIBOR 3 JPM 248606148 3/27 6 MO LIBOR 3 JPM 248606158 Fixed Rate 3 JPM 248606161 2/28 6 MO LIBOR 3 JPM 248606164 2/28 6 MO LIBOR 3 JPM 248606170 2/28 6 MO LIBOR 3 JPM 248606171 2/28 6 MO LIBOR 3 JPM 248606183 2/28 6 MO LIBOR 3 JPM 248606184 2/28 6 MO LIBOR 3 JPM 248606187 3/27 6 MO LIBOR 3 JPM 248606189 3/27 6 MO LIBOR IO 3 JPM 248606227 3/27 6 MO LIBOR 3 JPM 248606253 Fixed Rate Balloon 3 JPM 248606311 Fixed Rate Balloon 3 JPM 248606328 Fixed Rate 3 JPM 248606335 Fixed Rate 3 JPM 248606338 Fixed Rate Balloon 3 JPM 248606339 3/27 6 MO LIBOR 3 JPM 248606341 Fixed Rate Balloon 3 JPM 248606346 2/28 6 MO LIBOR 3 JPM 248606352 Fixed Rate 3 JPM 248606363 Fixed Rate 3 JPM 248606369 Fixed Rate Balloon 3 JPM 248606370 Fixed Rate Balloon 3 JPM 248606383 Fixed Rate 3 JPM 248606420 3/27 6 MO LIBOR 3 JPM 249007080 Fixed Rate 3 JPM 249007245 Fixed Rate 3 JPM 249007449 Fixed Rate 3 JPM 249007515 Fixed Rate 3 JPM 249023305 2/28 6 MO LIBOR 2 JPM 249023459 Fixed Rate 2 JPM 249023575 2/28 6 MO LIBOR 1 JPM 249023707 2/28 6 MO LIBOR 2 JPM 249023733 2/28 6 MO LIBOR 1 JPM 249023746 Fixed Rate 1 JPM 249023873 2/28 6 MO LIBOR 1 JPM 249023905 2/28 6 MO LIBOR 1 JPM 249023942 2/28 6 MO LIBOR 1 JPM 249023956 Fixed Rate 1 JPM 249023972 2/28 6 MO LIBOR 1 JPM 249024064 3/27 6 MO LIBOR IO 1 JPM 249024113 2/28 6 MO LIBOR 3 JPM 249024114 2/28 6 MO LIBOR 3 JPM 249024131 2/28 6 MO LIBOR 3 JPM 249024171 2/28 6 MO LIBOR 3 JPM 249024187 2/28 6 MO LIBOR 3 JPM 249107149 Fixed Rate 3 JPM 249107256 Fixed Rate 3 JPM 249121123 Fixed Rate 2 JPM 249121616 Fixed Rate 2 JPM 249121650 2/28 6 MO LIBOR 2 JPM 249121656 Fixed Rate 2 JPM 249121766 2/28 6 MO LIBOR 2 JPM 249121776 2/28 6 MO LIBOR 2 JPM 249121795 2/28 6 MO LIBOR 2 JPM 249121875 Fixed Rate 2 JPM 249122003 Fixed Rate 1 JPM 249122037 2/28 6 MO LIBOR 1 JPM 249122072 2/28 6 MO LIBOR 1 JPM 249122091 2/28 6 MO LIBOR 1 JPM 249122104 Fixed Rate 1 JPM 249122109 Fixed Rate 1 JPM 249122110 2/28 6 MO LIBOR 3 JPM 249122157 2/28 6 MO LIBOR 1 JPM 249122169 2/28 6 MO LIBOR 3 JPM 249122173 2/28 6 MO LIBOR 1 JPM 249122194 2/28 6 MO LIBOR 3 JPM 249122209 2/28 6 MO LIBOR 1 JPM 249122222 2/28 6 MO LIBOR 1 JPM 249122223 2/28 6 MO LIBOR 3 JPM 249122236 2/28 6 MO LIBOR 3 JPM 249122312 2/28 6 MO LIBOR 3 JPM 249200018 Fixed Rate 1 JPM 249208152 Fixed Rate 3 JPM 249208164 Fixed Rate 3 JPM 249208307 Fixed Rate 3 JPM 249208374 Fixed Rate 3 JPM 249208534 Fixed Rate 3 JPM 249226343 2/28 6 MO LIBOR 1 JPM 249226422 2/28 6 MO LIBOR 1 JPM 249226454 2/28 6 MO LIBOR 1 JPM 249226775 2/28 6 MO LIBOR 1 JPM 249226788 2/28 6 MO LIBOR 1 JPM 249226805 2/28 6 MO LIBOR 1 JPM 249226808 2/28 6 MO LIBOR 1 JPM 249226880 2/28 6 MO LIBOR 1 JPM 249226901 Fixed Rate Balloon 2 JPM 249226905 2/28 6 MO LIBOR 2 JPM 249227002 2/28 6 MO LIBOR 1 JPM 249227051 2/28 6 MO LIBOR 1 JPM 249227063 2/28 6 MO LIBOR 1 JPM 249227080 Fixed Rate 1 JPM 249227165 2/28 6 MO LIBOR 1 JPM 249227218 Fixed Rate 1 JPM 249227267 Fixed Rate 1 JPM 249227271 2/28 6 MO LIBOR 1 JPM 249227276 2/28 6 MO LIBOR 3 JPM 249227299 2/28 6 MO LIBOR 1 JPM 249227311 2/28 6 MO LIBOR 1 JPM 249227406 2/28 6 MO LIBOR 3 JPM 249227426 2/28 6 MO LIBOR 3 JPM 249227531 2/28 6 MO LIBOR 3 JPM 249227545 2/28 6 MO LIBOR 3 JPM 249227661 2/28 6 MO LIBOR 3 JPM 249305518 Fixed Rate 3 JPM 249305578 Fixed Rate 3 JPM 249320533 2/28 6 MO LIBOR 1 JPM 249320689 2/28 6 MO LIBOR 1 JPM 249320949 Fixed Rate 2 JPM 249320999 2/28 6 MO LIBOR 2 JPM 249321183 2/28 6 MO LIBOR 2 JPM 249321329 2/28 6 MO LIBOR 1 JPM 249321417 Fixed Rate 2 JPM 249321418 2/28 6 MO LIBOR 1 JPM 249321500 2/28 6 MO LIBOR 1 JPM 249321555 Fixed Rate 1 JPM 249321560 2/28 6 MO LIBOR 3 JPM 249321582 2/28 6 MO LIBOR 1 JPM 249321609 2/28 6 MO LIBOR 3 JPM 249321750 2/28 6 MO LIBOR 3 JPM 249321803 2/28 6 MO LIBOR 3 JPM 249321872 2/28 6 MO LIBOR 3 JPM 249403952 Fixed Rate 3 JPM 249404233 Fixed Rate 3 JPM 249504115 Fixed Rate 3 JPM 249504429 Fixed Rate 3 JPM 249521167 2/28 6 MO LIBOR 2 JPM 249521952 2/28 6 MO LIBOR 1 JPM 249522316 Fixed Rate 2 JPM 249522493 Fixed Rate 2 JPM 249522584 2/28 6 MO LIBOR 1 JPM 249522676 2/28 6 MO LIBOR 2 JPM 249522706 Fixed Rate 2 JPM 249522766 2/28 6 MO LIBOR 1 JPM 249522783 2/28 6 MO LIBOR 2 JPM 249522798 2/28 6 MO LIBOR 1 JPM 249522816 Fixed Rate 2 JPM 249522941 2/28 6 MO LIBOR 1 JPM 249523026 2/28 6 MO LIBOR 2 JPM 249523068 2/28 6 MO LIBOR 1 JPM 249523114 Fixed Rate 3 JPM 249523143 2/28 6 MO LIBOR 3 JPM 249523148 2/28 6 MO LIBOR 3 JPM 249523151 2/28 6 MO LIBOR 3 JPM 249523160 2/28 6 MO LIBOR 3 JPM 249523163 2/28 6 MO LIBOR 3 JPM 249523183 2/28 6 MO LIBOR 3 JPM 249523201 2/28 6 MO LIBOR 3 JPM 249523210 2/28 6 MO LIBOR 3 JPM 249523213 2/28 6 MO LIBOR 3 JPM 249523439 Fixed Rate 3 JPM 249602746 Fixed Rate 3 JPM 249602976 Fixed Rate 3 JPM 249615513 2/28 6 MO LIBOR 1 JPM 249615515 2/28 6 MO LIBOR 2 JPM 249615565 Fixed Rate 1 JPM 249615644 2/28 6 MO LIBOR 1 JPM 249615657 Fixed Rate 2 JPM 249615842 2/28 6 MO LIBOR 1 JPM 249615878 3/27 6 MO LIBOR 2 JPM 249615942 2/28 6 MO LIBOR 1 JPM 249616047 2/28 6 MO LIBOR 1 JPM 249616081 2/28 6 MO LIBOR 2 JPM 249616099 3/27 6 MO LIBOR 1 JPM 249616119 2/28 6 MO LIBOR 1 JPM 249616183 Fixed Rate 1 JPM 249616193 Fixed Rate 1 JPM 249616281 2/28 6 MO LIBOR 1 JPM 249616295 3/27 6 MO LIBOR 1 JPM 249616315 2/28 6 MO LIBOR 3 JPM 249616346 2/28 6 MO LIBOR 1 JPM 249616352 2/28 6 MO LIBOR 3 JPM 249616370 2/28 6 MO LIBOR 3 JPM 249616385 2/28 6 MO LIBOR 3 JPM 249616399 2/28 6 MO LIBOR 3 JPM 249616451 2/28 6 MO LIBOR 3 JPM 249616466 6 MO LIBOR 1 JPM 249616474 2/28 6 MO LIBOR 3 JPM 249616497 2/28 6 MO LIBOR 3 JPM 249616510 3/27 6 MO LIBOR 3 JPM 249616587 3/27 6 MO LIBOR 3 JPM 249616626 Fixed Rate 3 JPM 249616638 2/28 6 MO LIBOR 3 JPM 249723869 2/28 6 MO LIBOR 2 JPM 249723930 2/28 6 MO LIBOR 2 JPM 249723998 2/28 6 MO LIBOR 2 JPM 249724158 2/28 6 MO LIBOR 2 JPM 249724328 2/28 6 MO LIBOR 2 JPM 249724391 2/28 6 MO LIBOR 2 JPM 249724430 2/28 6 MO LIBOR 2 JPM 249724462 2/28 6 MO LIBOR 2 JPM 249724534 Fixed Rate 2 JPM 249724585 2/28 6 MO LIBOR 1 JPM 249724605 Fixed Rate 1 JPM 249724680 2/28 6 MO LIBOR 1 JPM 249724699 Fixed Rate 2 JPM 249724727 2/28 6 MO LIBOR 1 JPM 249724730 2/28 6 MO LIBOR 1 JPM 249724740 2/28 6 MO LIBOR 1 JPM 249724773 Fixed Rate 1 JPM 249724821 2/28 6 MO LIBOR 1 JPM 249724825 2/28 6 MO LIBOR 1 JPM 249724876 2/28 6 MO LIBOR 1 JPM 249724897 2/28 6 MO LIBOR 1 JPM 249724898 2/28 6 MO LIBOR 3 JPM 249724980 Fixed Rate 1 JPM 249725054 2/28 6 MO LIBOR 3 JPM 249725094 2/28 6 MO LIBOR 3 JPM 249725167 2/28 6 MO LIBOR 3 JPM 249725222 Fixed Rate 3 JPM 249725262 2/28 6 MO LIBOR 3 JPM 249800840 Fixed Rate 3 JPM 249801014 2/28 6 MO LIBOR 3 JPM 249802271 2/28 6 MO LIBOR 3 JPM 249802655 2/28 6 MO LIBOR 3 JPM 249818257 Fixed Rate 3 JPM 249818417 5/25 1 YR LIBOR 3 JPM 250700062 2/28 6 MO LIBOR 2 JPM 250800095 2/28 6 MO LIBOR 3 JPM 250800126 2/28 6 MO LIBOR IO 2 JPM 250800144 3/27 6 MO LIBOR IO 2 JPM 250800197 2/28 6 MO LIBOR IO 2 JPM 250800212 2/28 6 MO LIBOR IO 2 JPM 250800213 2/28 6 MO LIBOR 2 JPM 250800216 2/28 6 MO LIBOR 2 JPM 250800222 2/28 6 MO LIBOR 2 JPM 250800256 2/28 6 MO LIBOR 2 JPM 250800271 3/27 6 MO LIBOR IO 2 JPM 250800274 2/28 6 MO LIBOR 2 JPM 250800277 2/28 6 MO LIBOR 2 JPM 250800285 2/28 6 MO LIBOR 2 JPM 250800289 2/28 6 MO LIBOR 2 JPM 250800290 2/28 6 MO LIBOR 1 JPM 250800299 2/28 6 MO LIBOR 2 JPM 250800307 2/28 6 MO LIBOR 3 JPM 250800318 2/28 6 MO LIBOR 2 JPM 250800346 2/28 6 MO LIBOR 2 JPM 250800357 2/28 6 MO LIBOR 3 JPM 250800361 2/28 6 MO LIBOR IO 3 JPM 250800375 2/28 6 MO LIBOR 1 JPM 250800419 2/28 6 MO LIBOR 3 JPM 250800424 2/28 6 MO LIBOR 3 JPM 250800437 2/28 6 MO LIBOR 3 JPM 250800441 2/28 6 MO LIBOR 3 JPM 250800450 2/28 6 MO LIBOR 3 JPM 250800466 2/28 6 MO LIBOR IO 3 JPM 250800471 2/28 6 MO LIBOR 3 JPM 250800490 2/28 6 MO LIBOR IO 3 JPM 250800528 Fixed Rate 3 JPM 250800547 Fixed Rate 3 JPM 250900887 2/28 6 MO LIBOR 2 JPM 250900895 2/28 6 MO LIBOR 2 JPM 250900900 2/28 6 MO LIBOR IO 2 JPM 250900921 2/28 6 MO LIBOR 2 JPM 250900923 2/28 6 MO LIBOR 2 JPM 250900952 2/28 6 MO LIBOR 2 JPM 250900954 3/27 6 MO LIBOR 2 JPM 250900957 2/28 6 MO LIBOR 2 JPM 250900976 2/28 6 MO LIBOR 2 JPM 250901010 2/28 6 MO LIBOR 3 JPM 250901041 2/28 6 MO LIBOR 3 JPM 250901058 Fixed Rate 3 JPM 250901067 Fixed Rate 3 JPM 251100651 2/28 6 MO LIBOR IO 2 JPM 251100682 Fixed Rate 2 JPM 251100693 2/28 6 MO LIBOR IO 2 JPM 251100698 2/28 6 MO LIBOR 2 JPM 251100703 2/28 6 MO LIBOR IO 2 JPM 251100706 2/28 6 MO LIBOR IO 2 JPM 251100714 2/28 6 MO LIBOR IO 2 JPM 251100715 2/28 6 MO LIBOR IO 2 JPM 251100729 2/28 6 MO LIBOR IO 2 JPM 251100731 2/28 6 MO LIBOR 3 JPM 251100747 2/28 6 MO LIBOR IO 2 JPM 251100764 2/28 6 MO LIBOR IO 3 JPM 251100772 2/28 6 MO LIBOR 3 JPM 251100783 Fixed Rate 3 JPM 251100786 Fixed Rate Balloon 3 JPM 251100829 2/28 6 MO LIBOR 3 JPM 251100843 2/28 6 MO LIBOR IO 3 JPM 251100844 Fixed Rate Balloon 3 JPM 251100861 Fixed Rate Balloon 3 JPM 251100872 Fixed Rate 3 JPM 251100893 2/28 6 MO LIBOR 3 JPM 251201053 2/28 6 MO LIBOR 2 JPM 251201103 2/28 6 MO LIBOR 2 JPM 251201124 2/28 6 MO LIBOR 2 JPM 251201196 2/28 6 MO LIBOR 3 JPM 251201206 2/28 6 MO LIBOR 3 JPM 251301254 2/28 6 MO LIBOR 2 JPM 251301301 2/28 6 MO LIBOR 2 JPM 251301305 2/28 6 MO LIBOR 1 JPM 251301315 2/28 6 MO LIBOR 2 JPM 251301331 2/28 6 MO LIBOR 2 JPM 251400937 3/27 6 MO LIBOR 2 JPM 251400972 2/28 6 MO LIBOR 2 JPM 251401004 3/27 6 MO LIBOR 2 JPM 251401008 3/27 6 MO LIBOR 2 JPM 251401040 3/27 6 MO LIBOR 3 JPM 251401062 2/28 6 MO LIBOR 2 JPM 251401093 3/27 6 MO LIBOR IO 2 JPM 251401143 3/27 6 MO LIBOR 3 JPM 251401148 2/28 6 MO LIBOR 3 JPM 251401183 Fixed Rate 3 JPM 251401198 2/28 6 MO LIBOR 3 JPM 251401234 Fixed Rate 3 JPM 251500889 3/27 6 MO LIBOR 3 JPM 251500916 3/27 6 MO LIBOR 1 JPM 251500941 Fixed Rate 2 JPM 251500947 3/27 6 MO LIBOR IO 2 JPM 251500956 3/27 6 MO LIBOR 2 JPM 251500982 3/27 6 MO LIBOR 2 JPM 251501002 3/27 6 MO LIBOR 2 JPM 251501028 3/27 6 MO LIBOR IO 2 JPM 251501032 3/27 6 MO LIBOR 2 JPM 251501044 3/27 6 MO LIBOR 1 JPM 251501047 Fixed Rate 3 JPM 251501065 3/27 6 MO LIBOR 3 JPM 251501070 2/28 6 MO LIBOR 3 JPM 251501086 3/27 6 MO LIBOR 3 JPM 251501135 3/27 6 MO LIBOR IO 3 JPM 251501162 Fixed Rate 3 JPM 251501165 3/27 6 MO LIBOR 3 JPM 251501197 2/28 6 MO LIBOR 3 JPM 251501199 Fixed Rate 3 JPM 251600978 3/27 6 MO LIBOR 2 JPM 251601038 3/27 6 MO LIBOR 2 JPM 251601169 3/27 6 MO LIBOR 2 JPM 251601213 Fixed Rate 2 JPM 251601218 3/27 6 MO LIBOR 2 JPM 251601284 3/27 6 MO LIBOR 3 JPM 251601290 3/27 6 MO LIBOR 3 JPM 251601321 Fixed Rate 3 JPM 251601351 3/27 6 MO LIBOR 3 JPM 251601352 Fixed Rate 3 JPM 251601362 3/27 6 MO LIBOR IO 3 JPM 251601373 3/27 6 MO LIBOR IO 3 JPM 251601388 3/27 6 MO LIBOR 3 JPM 251601389 Fixed Rate 3 JPM 252004760 2/28 6 MO LIBOR 2 JPM 252004802 2/28 6 MO LIBOR 2 JPM 252004856 3/27 6 MO LIBOR 2 JPM 252004868 3/27 6 MO LIBOR 2 JPM 252004887 3/27 6 MO LIBOR 2 JPM 252004960 2/28 6 MO LIBOR 3 JPM 252005002 3/27 6 MO LIBOR 3 JPM 252005034 2/28 6 MO LIBOR 3 JPM 252005046 2/28 6 MO LIBOR 3 JPM 252005053 2/28 6 MO LIBOR 3 JPM 252005082 Fixed Rate 3 JPM 252005096 Fixed Rate 3 JPM 252005109 Fixed Rate 3 JPM 252005137 2/28 6 MO LIBOR 3 JPM 252205402 2/28 6 MO LIBOR 2 JPM 252205571 2/28 6 MO LIBOR 1 JPM 252205656 2/28 6 MO LIBOR 2 JPM 252205925 2/28 6 MO LIBOR 1 JPM 252206168 6 MO LIBOR 2 JPM 252206194 6 MO LIBOR 1 JPM 252206225 2/28 6 MO LIBOR 2 JPM 252206278 2/28 6 MO LIBOR 2 JPM 252206356 2/28 6 MO LIBOR 1 JPM 252206398 2/28 6 MO LIBOR 1 JPM 252206601 2/28 6 MO LIBOR 3 JPM 252402166 Fixed Rate 1 JPM 252405038 2/28 6 MO LIBOR 1 JPM 252405039 2/28 6 MO LIBOR 1 JPM 252405092 Fixed Rate 2 JPM 252405120 2/28 6 MO LIBOR 1 JPM 252405199 2/28 6 MO LIBOR 2 JPM 252405263 2/28 6 MO LIBOR 1 JPM 252405272 3/27 6 MO LIBOR 2 JPM 252405280 Fixed Rate 2 JPM 252405303 Fixed Rate 2 JPM 252405313 2/28 6 MO LIBOR 1 JPM 252405353 2/28 6 MO LIBOR 1 JPM 252405394 2/28 6 MO LIBOR 2 JPM 252405412 2/28 6 MO LIBOR 1 JPM 252405454 Fixed Rate 2 JPM 252405458 2/28 6 MO LIBOR 1 JPM 252405512 Fixed Rate 1 JPM 252405569 Fixed Rate 1 JPM 252405602 2/28 6 MO LIBOR 1 JPM 252405626 2/28 6 MO LIBOR 1 JPM 252405628 2/28 6 MO LIBOR 1 JPM 252405643 2/28 6 MO LIBOR 1 JPM 252405647 Fixed Rate 1 JPM 252405659 2/28 6 MO LIBOR 3 JPM 252405679 2/28 6 MO LIBOR 3 JPM 252405705 Fixed Rate 3 JPM 252405711 2/28 6 MO LIBOR 3 JPM 252405755 2/28 6 MO LIBOR 3 JPM 252405768 2/28 6 MO LIBOR 3 JPM 252405964 2/28 6 MO LIBOR 3 JPM 252505413 2/28 6 MO LIBOR 2 JPM 252505561 2/28 6 MO LIBOR 2 JPM 252505614 2/28 6 MO LIBOR 1 JPM 252505651 2/28 6 MO LIBOR 2 JPM 252505665 Fixed Rate 2 JPM 252505667 2/28 6 MO LIBOR 2 JPM 252505688 2/28 6 MO LIBOR 2 JPM 252505751 2/28 6 MO LIBOR 1 JPM 252505803 2/28 6 MO LIBOR 1 JPM 252505818 2/28 6 MO LIBOR 3 JPM 252505825 2/28 6 MO LIBOR 2 JPM 252505832 2/28 6 MO LIBOR 1 JPM 252505833 2/28 6 MO LIBOR 1 JPM 252505926 2/28 6 MO LIBOR 1 JPM 252505944 2/28 6 MO LIBOR 1 JPM 252505947 Fixed Rate 1 JPM 252505948 2/28 6 MO LIBOR 1 JPM 252505949 2/28 6 MO LIBOR 1 JPM 252505955 2/28 6 MO LIBOR 3 JPM 252505965 Fixed Rate 3 JPM 252505978 2/28 6 MO LIBOR 1 JPM 252505986 Fixed Rate 1 JPM 252505991 3/27 6 MO LIBOR 1 JPM 252506001 2/28 6 MO LIBOR 1 JPM 252506011 2/28 6 MO LIBOR 3 JPM 252506020 Fixed Rate 3 JPM 252506124 2/28 6 MO LIBOR 3 JPM 252506173 2/28 6 MO LIBOR 3 JPM 252506180 2/28 6 MO LIBOR 3 JPM 252607132 2/28 6 MO LIBOR 1 JPM 252707582 Fixed Rate 1 JPM 252707782 2/28 6 MO LIBOR 2 JPM 252707984 2/28 6 MO LIBOR 2 JPM 252708030 2/28 6 MO LIBOR 1 JPM 252708083 2/28 6 MO LIBOR 2 JPM 252708333 6 MO LIBOR 1 JPM 252708350 2/28 6 MO LIBOR 2 JPM 252708421 Fixed Rate 2 JPM 252708476 2/28 6 MO LIBOR 2 JPM 252708675 6 MO LIBOR 1 JPM 252708690 3/27 6 MO LIBOR 2 JPM 252708818 Fixed Rate 1 JPM 252708921 2/28 6 MO LIBOR 1 JPM 252708927 2/28 6 MO LIBOR 2 JPM 252708933 2/28 6 MO LIBOR 1 JPM 252708938 Fixed Rate 1 JPM 252709034 Fixed Rate 1 JPM 252709055 Fixed Rate 1 JPM 252709086 Fixed Rate 1 JPM 252709130 Fixed Rate 1 JPM 252709134 Fixed Rate 1 JPM 252709146 2/28 6 MO LIBOR 1 JPM 252709184 2/28 6 MO LIBOR 3 JPM 252709215 2/28 6 MO LIBOR 3 JPM 252709352 3/27 6 MO LIBOR 3 JPM 252709358 2/28 6 MO LIBOR IO 3 JPM 252808305 2/28 6 MO LIBOR 2 JPM 252808311 Fixed Rate Balloon 2 JPM 252808444 2/28 6 MO LIBOR 1 JPM 252808455 2/28 6 MO LIBOR 1 JPM 252808550 2/28 6 MO LIBOR 1 JPM 252808710 Fixed Rate 2 JPM 252808831 2/28 6 MO LIBOR 2 JPM 252808920 2/28 6 MO LIBOR 1 JPM 252808973 2/28 6 MO LIBOR 1 JPM 252808975 Fixed Rate 2 JPM 252808993 2/28 6 MO LIBOR 1 JPM 252808998 Fixed Rate 3 JPM 252809011 2/28 6 MO LIBOR 1 JPM 252809030 2/28 6 MO LIBOR 3 JPM 252809049 Fixed Rate 1 JPM 252809056 2/28 6 MO LIBOR 1 JPM 252809068 2/28 6 MO LIBOR 1 JPM 252809080 2/28 6 MO LIBOR 1 JPM 252809085 2/28 6 MO LIBOR 3 JPM 252809170 Fixed Rate 3 JPM 252809175 2/28 6 MO LIBOR 1 JPM 252809178 2/28 6 MO LIBOR 1 JPM 252809191 Fixed Rate 1 JPM 252809209 2/28 6 MO LIBOR 1 JPM 252809216 2/28 6 MO LIBOR 1 JPM 252809251 2/28 6 MO LIBOR 3 JPM 252809315 2/28 6 MO LIBOR 3 JPM 252809316 2/28 6 MO LIBOR 3 JPM 252809323 2/28 6 MO LIBOR 3 JPM 252809366 2/28 6 MO LIBOR 3 JPM 252809451 2/28 6 MO LIBOR 3 JPM 253004528 2/28 6 MO LIBOR 1 JPM 253004530 2/28 6 MO LIBOR 1 JPM 253004689 2/28 6 MO LIBOR 2 JPM 253004723 Fixed Rate 2 JPM 253004757 2/28 6 MO LIBOR 1 JPM 253004911 2/28 6 MO LIBOR 2 JPM 253005024 Fixed Rate 2 JPM 253005093 2/28 6 MO LIBOR 1 JPM 253005113 2/28 6 MO LIBOR 1 JPM 253005171 2/28 6 MO LIBOR 1 JPM 253005176 Fixed Rate 2 JPM 253005198 2/28 6 MO LIBOR 1 JPM 253005261 Fixed Rate 2 JPM 253005289 2/28 6 MO LIBOR 1 JPM 253005338 Fixed Rate 1 JPM 253005379 2/28 6 MO LIBOR 1 JPM 253005409 Fixed Rate 1 JPM 253005434 2/28 6 MO LIBOR 1 JPM 253005439 Fixed Rate 1 JPM 253005512 2/28 6 MO LIBOR 1 JPM 253005530 Fixed Rate 1 JPM 253005590 2/28 6 MO LIBOR 1 JPM 253005594 Fixed Rate 3 JPM 253005609 2/28 6 MO LIBOR 3 JPM 253005660 2/28 6 MO LIBOR 3 JPM 253005861 2/28 6 MO LIBOR 3 JPM 253006075 Fixed Rate 3 JPM 253104391 Fixed Rate 3 JPM 253203467 Fixed Rate 3 JPM 253203661 2/28 6 MO LIBOR 1 JPM 253203935 2/28 6 MO LIBOR 1 JPM 253203946 2/28 6 MO LIBOR 2 JPM 253204088 Fixed Rate 2 JPM 253204222 2/28 6 MO LIBOR 2 JPM 253204300 2/28 6 MO LIBOR 1 JPM 253204309 Fixed Rate Balloon 2 JPM 253204427 Fixed Rate 1 JPM 253204450 Fixed Rate 1 JPM 253204611 2/28 6 MO LIBOR 1 JPM 253204715 3/27 6 MO LIBOR 3 JPM 253204754 3/27 6 MO LIBOR 3 JPM 253204926 Fixed Rate 3 JPM 253303578 2/28 6 MO LIBOR 2 JPM 253303642 2/28 6 MO LIBOR 2 JPM 253303651 Fixed Rate 2 JPM 253303652 2/28 6 MO LIBOR 2 JPM 253303702 Fixed Rate 2 JPM 253303818 Fixed Rate 2 JPM 253303846 2/28 6 MO LIBOR 1 JPM 253303959 2/28 6 MO LIBOR 1 JPM 253304063 2/28 6 MO LIBOR 1 JPM 253304133 2/28 6 MO LIBOR 1 JPM 253304149 2/28 6 MO LIBOR 3 JPM 253304188 2/28 6 MO LIBOR 3 JPM 253304194 2/28 6 MO LIBOR 3 JPM 253304269 2/28 6 MO LIBOR 3 JPM 253304320 2/28 6 MO LIBOR 3 JPM 253304423 2/28 6 MO LIBOR 3 JPM 253304467 3/27 6 MO LIBOR 3 JPM 253401444 Fixed Rate 1 JPM 253402434 3/27 6 MO LIBOR 2 JPM 253402476 Fixed Rate 2 JPM 253402667 3/27 6 MO LIBOR 2 JPM 253402773 2/28 6 MO LIBOR 1 JPM 253402776 2/28 6 MO LIBOR 1 JPM 253402849 Fixed Rate 1 JPM 253402855 2/28 6 MO LIBOR 1 JPM 253402864 2/28 6 MO LIBOR 1 JPM 253402898 2/28 6 MO LIBOR 3 JPM 253402905 2/28 6 MO LIBOR 3 JPM 253402918 2/28 6 MO LIBOR 1 JPM 253503284 Fixed Rate Balloon 2 JPM 253503476 6 MO LIBOR 1 JPM 253503546 2/28 6 MO LIBOR 2 JPM 253503827 2/28 6 MO LIBOR 1 JPM 253504024 2/28 6 MO LIBOR 1 JPM 253504036 2/28 6 MO LIBOR 1 JPM 253504206 2/28 6 MO LIBOR 3 JPM 253504251 2/28 6 MO LIBOR 3 JPM 253603332 2/28 6 MO LIBOR 2 JPM 253603370 2/28 6 MO LIBOR 2 JPM 253603384 2/28 6 MO LIBOR 2 JPM 253603491 2/28 6 MO LIBOR 1 JPM 253603508 2/28 6 MO LIBOR 1 JPM 253603544 2/28 6 MO LIBOR 1 JPM 253603779 2/28 6 MO LIBOR 1 JPM 253603784 2/28 6 MO LIBOR 1 JPM 253603811 2/28 6 MO LIBOR 1 JPM 253603841 Fixed Rate 1 JPM 253603863 2/28 6 MO LIBOR 1 JPM 253603871 Fixed Rate 1 JPM 253603898 2/28 6 MO LIBOR 3 JPM 253603922 2/28 6 MO LIBOR 3 JPM 253603965 2/28 6 MO LIBOR 3 JPM 253603974 2/28 6 MO LIBOR 3 JPM 253604021 2/28 6 MO LIBOR 3 JPM 253604091 2/28 6 MO LIBOR 3 JPM 253604107 2/28 6 MO LIBOR 3 JPM 253604119 2/28 6 MO LIBOR 3 JPM 253604151 2/28 6 MO LIBOR 3 JPM 253704663 2/28 6 MO LIBOR 1 JPM 253705301 Fixed Rate 2 JPM 253705354 Fixed Rate Balloon 2 JPM 253705381 Fixed Rate Balloon 2 JPM 253705524 Fixed Rate 2 JPM 253705575 2/28 6 MO LIBOR 2 JPM 253705590 Fixed Rate Balloon 2 JPM 253705654 Fixed Rate 2 JPM 253705672 6 MO LIBOR 2 JPM 253705708 2/28 6 MO LIBOR 1 JPM 253705723 2/28 6 MO LIBOR 2 JPM 253705852 Fixed Rate Balloon 2 JPM 253705995 6 MO LIBOR 3 JPM 253706019 Fixed Rate 3 JPM 253706029 2/28 6 MO LIBOR 3 JPM 253706043 2/28 6 MO LIBOR 1 JPM 253706061 2/28 6 MO LIBOR 3 JPM 253706128 2/28 6 MO LIBOR 3 JPM 253706130 2/28 6 MO LIBOR 1 JPM 253706168 2/28 6 MO LIBOR 3 JPM 253706176 2/28 6 MO LIBOR 3 JPM 253706254 2/28 6 MO LIBOR 3 JPM 253706508 2/28 6 MO LIBOR 3 JPM 253804826 Fixed Rate 2 JPM 253804859 Fixed Rate Balloon 2 JPM 253804930 2/28 6 MO LIBOR 2 JPM 253805045 Fixed Rate 2 JPM 253805091 2/28 6 MO LIBOR 1 JPM 253805098 2/28 6 MO LIBOR 1 JPM 253805116 2/28 6 MO LIBOR 1 JPM 253805173 2/28 6 MO LIBOR 1 JPM 253805212 2/28 6 MO LIBOR 3 JPM 253905227 Fixed Rate 2 JPM 253905726 2/28 6 MO LIBOR 2 JPM 253906095 Fixed Rate 2 JPM 253906159 2/28 6 MO LIBOR 1 JPM 253906161 Fixed Rate 2 JPM 253906260 2/28 6 MO LIBOR 1 JPM 253906311 2/28 6 MO LIBOR 1 JPM 253906316 2/28 6 MO LIBOR 1 JPM 254006509 Fixed Rate 2 JPM 254006566 2/28 6 MO LIBOR 2 JPM 254006629 2/28 6 MO LIBOR 1 JPM 254006706 2/28 6 MO LIBOR 1 JPM 254006813 2/28 6 MO LIBOR 3 JPM 254006816 2/28 6 MO LIBOR 1 JPM 254006880 2/28 6 MO LIBOR 2 JPM 254007034 2/28 6 MO LIBOR 2 JPM 254007036 2/28 6 MO LIBOR 1 JPM 254007056 Fixed Rate 2 JPM 254007107 2/28 6 MO LIBOR 1 JPM 254007126 Fixed Rate 2 JPM 254007145 2/28 6 MO LIBOR 2 JPM 254007182 2/28 6 MO LIBOR 1 JPM 254007288 2/28 6 MO LIBOR 3 JPM 254007361 2/28 6 MO LIBOR 3 JPM 254104528 2/28 6 MO LIBOR 1 JPM 254106092 2/28 6 MO LIBOR 2 JPM 254106264 2/28 6 MO LIBOR 2 JPM 254106344 2/28 6 MO LIBOR 2 JPM 254106386 2/28 6 MO LIBOR 1 JPM 254106471 Fixed Rate 2 JPM 254106543 2/28 6 MO LIBOR 1 JPM 254106553 Fixed Rate 2 JPM 254106747 2/28 6 MO LIBOR 1 JPM 254106759 2/28 6 MO LIBOR 1 JPM 254106783 3/27 6 MO LIBOR 1 JPM 254106795 3/27 6 MO LIBOR 1 JPM 254106817 2/28 6 MO LIBOR 1 JPM 254106908 2/28 6 MO LIBOR 1 JPM 254106922 2/28 6 MO LIBOR 1 JPM 254107001 2/28 6 MO LIBOR 3 JPM 254107065 2/28 6 MO LIBOR 3 JPM 254107079 2/28 6 MO LIBOR 3 JPM 254107085 2/28 6 MO LIBOR 3 JPM 254205357 Fixed Rate 2 JPM 254205584 2/28 6 MO LIBOR 1 JPM 254205672 2/28 6 MO LIBOR 3 JPM 254205675 Fixed Rate 1 JPM 254205682 2/28 6 MO LIBOR 3 JPM 254205714 2/28 6 MO LIBOR 3 JPM 254205739 2/28 6 MO LIBOR 3 JPM 254205800 2/28 6 MO LIBOR 3 JPM 254205977 2/28 6 MO LIBOR IO 3 JPM 254507692 2/28 6 MO LIBOR 2 JPM 254507730 Fixed Rate 2 JPM 254507798 2/28 6 MO LIBOR 1 JPM 254508591 2/28 6 MO LIBOR 2 JPM 254508653 Fixed Rate 2 JPM 254508701 2/28 6 MO LIBOR 3 JPM 254508741 2/28 6 MO LIBOR 1 JPM 254508744 2/28 6 MO LIBOR 1 JPM 254508786 Fixed Rate 1 JPM 254508819 2/28 6 MO LIBOR 1 JPM 254508846 2/28 6 MO LIBOR 1 JPM 254508891 Fixed Rate Balloon 2 JPM 254508918 2/28 6 MO LIBOR 3 JPM 254508995 Fixed Rate 3 JPM 254509008 2/28 6 MO LIBOR 1 JPM 254509049 2/28 6 MO LIBOR 3 JPM 254509055 2/28 6 MO LIBOR 3 JPM 254509109 2/28 6 MO LIBOR 3 JPM 254509147 2/28 6 MO LIBOR 3 JPM 254509158 2/28 6 MO LIBOR 3 JPM 254509195 Fixed Rate 3 JPM 254509259 2/28 6 MO LIBOR 3 JPM 254509273 Fixed Rate 3 JPM 254509306 2/28 6 MO LIBOR 3 JPM 254607022 2/28 6 MO LIBOR 2 JPM 254607120 Fixed Rate 2 JPM 254607148 2/28 6 MO LIBOR 2 JPM 254607240 2/28 6 MO LIBOR 1 JPM 254607377 Fixed Rate 2 JPM 254607394 2/28 6 MO LIBOR 1 JPM 254607409 2/28 6 MO LIBOR 1 JPM 254607428 2/28 6 MO LIBOR 2 JPM 254607440 Fixed Rate 2 JPM 254607565 Fixed Rate 1 JPM 254607591 2/28 6 MO LIBOR 1 JPM 254607636 Fixed Rate 1 JPM 254607651 2/28 6 MO LIBOR 1 JPM 254607690 Fixed Rate 3 JPM 254607705 2/28 6 MO LIBOR 3 JPM 254706068 Fixed Rate Balloon 2 JPM 254706292 Fixed Rate Balloon 2 JPM 254706338 2/28 6 MO LIBOR 2 JPM 254706413 2/28 6 MO LIBOR 1 JPM 254706453 2/28 6 MO LIBOR 1 JPM 254706454 Fixed Rate 3 JPM 254706506 2/28 6 MO LIBOR 1 JPM 254706570 Fixed Rate 1 JPM 254706585 2/28 6 MO LIBOR 1 JPM 254706601 2/28 6 MO LIBOR 1 JPM 254706621 2/28 6 MO LIBOR 3 JPM 254706637 Fixed Rate 1 JPM 254706648 2/28 6 MO LIBOR 3 JPM 254706662 2/28 6 MO LIBOR 3 JPM 254706670 2/28 6 MO LIBOR 3 JPM 254706754 2/28 6 MO LIBOR 3 JPM 254706829 3/27 6 MO LIBOR 3 JPM 254808619 2/28 6 MO LIBOR 1 JPM 254809462 2/28 6 MO LIBOR 1 JPM 254809668 Fixed Rate 1 JPM 254809798 2/28 6 MO LIBOR 1 JPM 254809813 Fixed Rate 1 JPM 254809819 Fixed Rate 3 JPM 254809837 2/28 6 MO LIBOR 1 JPM 254809841 Fixed Rate 1 JPM 254809846 Fixed Rate 1 JPM 254809852 Fixed Rate 1 JPM 254809869 Fixed Rate 1 JPM 254809880 2/28 6 MO LIBOR 3 JPM 254809898 2/28 6 MO LIBOR 1 JPM 254809930 2/28 6 MO LIBOR 1 JPM 254809942 Fixed Rate 1 JPM 254810033 2/28 6 MO LIBOR 1 JPM 254810038 Fixed Rate 1 JPM 254810285 2/28 6 MO LIBOR 3 JPM 254908241 2/28 6 MO LIBOR 1 JPM 254909984 2/28 6 MO LIBOR 1 JPM 254910211 2/28 6 MO LIBOR 1 JPM 254910429 2/28 6 MO LIBOR 1 JPM 254910432 Fixed Rate 2 JPM 254910518 2/28 6 MO LIBOR 1 JPM 254910539 2/28 6 MO LIBOR 1 JPM 254910557 Fixed Rate 1 JPM 254910573 Fixed Rate 1 JPM 254910639 Fixed Rate 1 JPM 254910655 2/28 6 MO LIBOR 3 JPM 254910665 Fixed Rate 1 JPM 254910775 2/28 6 MO LIBOR 3 JPM 254911050 2/28 6 MO LIBOR 3 JPM 255001194 Fixed Rate 3 JPM 255001356 Fixed Rate 3 JPM 255001363 Fixed Rate 3 JPM 255001408 Fixed Rate 3 JPM 255001426 Fixed Rate 3 JPM 255102719 Fixed Rate 3 JPM 255103898 Fixed Rate 3 JPM 255103917 Fixed Rate 3 JPM 255103988 Fixed Rate 3 JPM 255302046 Fixed Rate 3 JPM 255302275 Fixed Rate 3 JPM 255302284 Fixed Rate 3 JPM 255302300 Fixed Rate 3 JPM 255302601 Fixed Rate 3 JPM 255302749 Fixed Rate 3 JPM 255316280 Fixed Rate 2 JPM 255318896 2/28 6 MO LIBOR 1 JPM 255319032 2/28 6 MO LIBOR 1 JPM 255319053 2/28 6 MO LIBOR 2 JPM 255319068 2/28 6 MO LIBOR 2 JPM 255319090 2/28 6 MO LIBOR 1 JPM 255319185 2/28 6 MO LIBOR 2 JPM 255319221 2/28 6 MO LIBOR 1 JPM 255319294 2/28 6 MO LIBOR 2 JPM 255319315 Fixed Rate 1 JPM 255319319 2/28 6 MO LIBOR 3 JPM 255319328 Fixed Rate 1 JPM 255319351 2/28 6 MO LIBOR 3 JPM 255319380 Fixed Rate 1 JPM 255319402 2/28 6 MO LIBOR 1 JPM 255319406 Fixed Rate 1 JPM 255319463 Fixed Rate 1 JPM 255319590 2/28 6 MO LIBOR 3 JPM 255401269 Fixed Rate 3 JPM 255401511 Fixed Rate 3 JPM 255411430 Fixed Rate 1 JPM 255412771 2/28 6 MO LIBOR 1 JPM 255413487 3/27 6 MO LIBOR 2 JPM 255413576 Fixed Rate 1 JPM 255413646 2/28 6 MO LIBOR 3 JPM 255413649 2/28 6 MO LIBOR 1 JPM 255413717 2/28 6 MO LIBOR 1 JPM 255413747 Fixed Rate 1 JPM 255413750 2/28 6 MO LIBOR 1 JPM 255413752 2/28 6 MO LIBOR 3 JPM 255413771 2/28 6 MO LIBOR 3 JPM 255413834 2/28 6 MO LIBOR 3 JPM 255501729 Fixed Rate 3 JPM 255501783 Fixed Rate 3 JPM 255501785 Fixed Rate 3 JPM 255602113 Fixed Rate 3 JPM 255602269 Fixed Rate 3 JPM 255602299 Fixed Rate 3 JPM 255602590 Fixed Rate 3 JPM 255615155 2/28 6 MO LIBOR 1 JPM 255615253 2/28 6 MO LIBOR 2 JPM 255615409 Fixed Rate 2 JPM 255615530 Fixed Rate 3 JPM 255615609 2/28 6 MO LIBOR 2 JPM 255615611 Fixed Rate 1 JPM 255615613 2/28 6 MO LIBOR 2 JPM 255615691 Fixed Rate 1 JPM 255615694 2/28 6 MO LIBOR 1 JPM 255615698 2/28 6 MO LIBOR 1 JPM 255615731 2/28 6 MO LIBOR 2 JPM 255615747 2/28 6 MO LIBOR 3 JPM 255615754 2/28 6 MO LIBOR 1 JPM 255615760 2/28 6 MO LIBOR 3 JPM 255615770 2/28 6 MO LIBOR 3 JPM 255615779 Fixed Rate 1 JPM 255615803 2/28 6 MO LIBOR 1 JPM 255615812 2/28 6 MO LIBOR 3 JPM 255615816 2/28 6 MO LIBOR 1 JPM 255615855 2/28 6 MO LIBOR 3 JPM 255616068 2/28 6 MO LIBOR 3 JPM 255616075 2/28 6 MO LIBOR 3 JPM 255616087 2/28 6 MO LIBOR 3 JPM 255702407 Fixed Rate 3 JPM 255702452 Fixed Rate 3 JPM 255702537 Fixed Rate 3 JPM 255702611 Fixed Rate 3 JPM 255714800 2/28 6 MO LIBOR 2 JPM 255714807 2/28 6 MO LIBOR 1 JPM 255715031 2/28 6 MO LIBOR 1 JPM 255715040 Fixed Rate 2 JPM 255715122 Fixed Rate 1 JPM 255715130 2/28 6 MO LIBOR 3 JPM 255715152 2/28 6 MO LIBOR 3 JPM 255715178 2/28 6 MO LIBOR 1 JPM 255715202 2/28 6 MO LIBOR 1 JPM 255715229 2/28 6 MO LIBOR 1 JPM 255715230 2/28 6 MO LIBOR 3 JPM 255715248 2/28 6 MO LIBOR 3 JPM 255715272 Fixed Rate 1 JPM 255715284 2/28 6 MO LIBOR 1 JPM 255715292 2/28 6 MO LIBOR 3 JPM 255715337 2/28 6 MO LIBOR 3 JPM 255715477 2/28 6 MO LIBOR 3 JPM 255800655 Fixed Rate 3 JPM 255800658 Fixed Rate 3 JPM 255800724 Fixed Rate 3 JPM 255800728 Fixed Rate 3 JPM 255800943 Fixed Rate 3 JPM 255811958 2/28 6 MO LIBOR 1 JPM 255812457 Fixed Rate 3 JPM 255812495 2/28 6 MO LIBOR 1 JPM 255812505 Fixed Rate 2 JPM 255812979 Fixed Rate 2 JPM 255813030 2/28 6 MO LIBOR 3 JPM 255813042 2/28 6 MO LIBOR 2 JPM 255813107 2/28 6 MO LIBOR 2 JPM 255813140 Fixed Rate 3 JPM 255813161 2/28 6 MO LIBOR 3 JPM 255813184 2/28 6 MO LIBOR 2 JPM 255813223 Fixed Rate 2 JPM 255813249 Fixed Rate 1 JPM 255813261 Fixed Rate 1 JPM 255813279 Fixed Rate 1 JPM 255813285 2/28 6 MO LIBOR 1 JPM 255813321 2/28 6 MO LIBOR 1 JPM 255813334 Fixed Rate 1 JPM 255813358 Fixed Rate 3 JPM 255813465 2/28 6 MO LIBOR 3 JPM 255813476 2/28 6 MO LIBOR 3 JPM 255813481 2/28 6 MO LIBOR 3 JPM 255813503 2/28 6 MO LIBOR 3 JPM 255900826 Fixed Rate 3 JPM 255901068 Fixed Rate 3 JPM 255901133 Fixed Rate 3 JPM 255901140 Fixed Rate 3 JPM 255901167 Fixed Rate 3 JPM 255914085 Fixed Rate 2 JPM 255914156 Fixed Rate 2 JPM 255914243 2/28 6 MO LIBOR 1 JPM 255914340 Fixed Rate 1 JPM 255914341 2/28 6 MO LIBOR 3 JPM 255914441 Fixed Rate 2 JPM 255914486 3/27 6 MO LIBOR 1 JPM 255914552 Fixed Rate 1 JPM 255914564 Fixed Rate 1 JPM 255914574 2/28 6 MO LIBOR 3 JPM 255914584 2/28 6 MO LIBOR 1 JPM 255914597 Fixed Rate 1 JPM 255914794 2/28 6 MO LIBOR 3 JPM 255914939 Fixed Rate 3 JPM 255914956 2/28 6 MO LIBOR 3 JPM 255915082 Fixed Rate 3 JPM 256100898 Fixed Rate 3 JPM 256200437 Fixed Rate 3 JPM 256200521 Fixed Rate 3 JPM 256200589 Fixed Rate 3 JPM 256211317 2/28 6 MO LIBOR 1 JPM 256211764 Fixed Rate 2 JPM 256211810 2/28 6 MO LIBOR 1 JPM 256211814 2/28 6 MO LIBOR 1 JPM 256211853 2/28 6 MO LIBOR 1 JPM 256211871 2/28 6 MO LIBOR 1 JPM 256211872 2/28 6 MO LIBOR 1 JPM 256211881 Fixed Rate 1 JPM 256211910 2/28 6 MO LIBOR 1 JPM 256211928 2/28 6 MO LIBOR 3 JPM 256211929 2/28 6 MO LIBOR 1 JPM 256212002 2/28 6 MO LIBOR 3 JPM 256212045 2/28 6 MO LIBOR 3 JPM 256412685 2/28 6 MO LIBOR 2 JPM 256412744 2/28 6 MO LIBOR 1 JPM 256412760 Fixed Rate Balloon 2 JPM 256412987 Fixed Rate Balloon 2 JPM 256412998 2/28 6 MO LIBOR 1 JPM 256413045 Fixed Rate Balloon 2 JPM 256413110 2/28 6 MO LIBOR 2 JPM 256413116 3/27 6 MO LIBOR 1 JPM 256413119 2/28 6 MO LIBOR 2 JPM 256413141 Fixed Rate 2 JPM 256413289 Fixed Rate 2 JPM 256413320 Fixed Rate Balloon 2 JPM 256413423 2/28 6 MO LIBOR 1 JPM 256413432 2/28 6 MO LIBOR 2 JPM 256413511 Fixed Rate Balloon 2 JPM 256413572 2/28 6 MO LIBOR 1 JPM 256413603 Fixed Rate 1 JPM 256413641 2/28 6 MO LIBOR 1 JPM 256413647 2/28 6 MO LIBOR 1 JPM 256413667 2/28 6 MO LIBOR 3 JPM 256413674 2/28 6 MO LIBOR 1 JPM 256413695 2/28 6 MO LIBOR 1 JPM 256413707 2/28 6 MO LIBOR 1 JPM 256413723 2/28 6 MO LIBOR 1 JPM 256413729 2/28 6 MO LIBOR 3 JPM 256413799 2/28 6 MO LIBOR 3 JPM 256607981 2/28 6 MO LIBOR 1 JPM 256608494 2/28 6 MO LIBOR 2 JPM 256608530 3/27 6 MO LIBOR 1 JPM 256608920 Fixed Rate 1 JPM 256608969 2/28 6 MO LIBOR 1 JPM 256609149 3/27 6 MO LIBOR 1 JPM 256609177 2/28 6 MO LIBOR 3 JPM 256609188 2/28 6 MO LIBOR 3 JPM 256609300 2/28 6 MO LIBOR 3 JPM 256609369 Fixed Rate 3 JPM 256708543 Fixed Rate 2 JPM 256708572 2/28 6 MO LIBOR 1 JPM 256708693 Fixed Rate 2 JPM 256708701 Fixed Rate 2 JPM 256708710 2/28 6 MO LIBOR 2 JPM 256708791 2/28 6 MO LIBOR 2 JPM 256708825 Fixed Rate Balloon 2 JPM 256708849 2/28 6 MO LIBOR 1 JPM 256708980 Fixed Rate Balloon 2 JPM 256709052 2/28 6 MO LIBOR 1 JPM 256709088 2/28 6 MO LIBOR 1 JPM 256709142 2/28 6 MO LIBOR 1 JPM 256709144 Fixed Rate Balloon 2 JPM 256709199 2/28 6 MO LIBOR 3 JPM 256709209 2/28 6 MO LIBOR 1 JPM 256709241 2/28 6 MO LIBOR 1 JPM 256709282 2/28 6 MO LIBOR 3 JPM 256807639 2/28 6 MO LIBOR 1 JPM 256807672 2/28 6 MO LIBOR 1 JPM 256808025 2/28 6 MO LIBOR 2 JPM 256907713 2/28 6 MO LIBOR 1 JPM 256907742 2/28 6 MO LIBOR 1 JPM 256908010 2/28 6 MO LIBOR 1 JPM 256908257 2/28 6 MO LIBOR 1 JPM 256908283 2/28 6 MO LIBOR 1 JPM 256908353 2/28 6 MO LIBOR 1 JPM 256908407 2/28 6 MO LIBOR 3 JPM 257008107 Fixed Rate 2 JPM 257008154 Fixed Rate 2 JPM 257008171 2/28 6 MO LIBOR 1 JPM 257008341 2/28 6 MO LIBOR 3 JPM 257008455 2/28 6 MO LIBOR 2 JPM 257008470 2/28 6 MO LIBOR 1 JPM 257008647 2/28 6 MO LIBOR 1 JPM 257008681 2/28 6 MO LIBOR 3 JPM 257008843 2/28 6 MO LIBOR 3 JPM 257108547 2/28 6 MO LIBOR 1 JPM 257109253 2/28 6 MO LIBOR 2 JPM 257109334 2/28 6 MO LIBOR 1 JPM 257109374 3/27 6 MO LIBOR 2 JPM 257109530 2/28 6 MO LIBOR 1 JPM 257109547 2/28 6 MO LIBOR 2 JPM 257109688 2/28 6 MO LIBOR 1 JPM 257109755 2/28 6 MO LIBOR 1 JPM 257109764 2/28 6 MO LIBOR 1 JPM 257109776 2/28 6 MO LIBOR 1 JPM 257109794 2/28 6 MO LIBOR 3 JPM 257109812 Fixed Rate 1 JPM 257109827 2/28 6 MO LIBOR 1 JPM 257109858 2/28 6 MO LIBOR 3 JPM 257109907 2/28 6 MO LIBOR 3 JPM 257109931 2/28 6 MO LIBOR 1 JPM 257110246 2/28 6 MO LIBOR 3 JPM 257110270 Fixed Rate 3 JPM 257110289 2/28 6 MO LIBOR 3 JPM 257207431 2/28 6 MO LIBOR 1 JPM 257207467 2/28 6 MO LIBOR 2 JPM 257207477 2/28 6 MO LIBOR 2 JPM 257207558 2/28 6 MO LIBOR 1 JPM 257207656 2/28 6 MO LIBOR 1 JPM 257207660 Fixed Rate 2 JPM 257207676 2/28 6 MO LIBOR 1 JPM 257207677 2/28 6 MO LIBOR 1 JPM 257207680 2/28 6 MO LIBOR 1 JPM 257207691 2/28 6 MO LIBOR 3 JPM 257207718 2/28 6 MO LIBOR 1 JPM 257207935 2/28 6 MO LIBOR 3 JPM 257405457 Fixed Rate 2 JPM 257405727 2/28 6 MO LIBOR 1 JPM 257405737 2/28 6 MO LIBOR 1 JPM 257405767 2/28 6 MO LIBOR 1 JPM 257405778 Fixed Rate 1 JPM 257405802 Fixed Rate 1 JPM 257405808 2/28 6 MO LIBOR 1 JPM 257405847 2/28 6 MO LIBOR 1 JPM 257405853 2/28 6 MO LIBOR 3 JPM 257405903 2/28 6 MO LIBOR 3 JPM 257405931 3/27 6 MO LIBOR 3 JPM 257506048 2/28 6 MO LIBOR 1 JPM 257506093 2/28 6 MO LIBOR 1 JPM 257506287 3/27 6 MO LIBOR 1 JPM 257506334 2/28 6 MO LIBOR 2 JPM 257506451 2/28 6 MO LIBOR 1 JPM 257506585 3/27 6 MO LIBOR 2 JPM 257506597 2/28 6 MO LIBOR 1 JPM 257506650 2/28 6 MO LIBOR 1 JPM 257506662 Fixed Rate 2 JPM 257506686 Fixed Rate 1 JPM 257506743 2/28 6 MO LIBOR 1 JPM 257506831 Fixed Rate 1 JPM 257506852 2/28 6 MO LIBOR 1 JPM 257506888 2/28 6 MO LIBOR 1 JPM 257506934 2/28 6 MO LIBOR 1 JPM 257506952 2/28 6 MO LIBOR 3 JPM 257506964 2/28 6 MO LIBOR 1 JPM 257507000 2/28 6 MO LIBOR 1 JPM 257507023 Fixed Rate 1 JPM 257507042 2/28 6 MO LIBOR 1 JPM 257507102 2/28 6 MO LIBOR 3 JPM 257507106 2/28 6 MO LIBOR 3 JPM 257507129 2/28 6 MO LIBOR 3 JPM 257507154 2/28 6 MO LIBOR 3 JPM 257507169 2/28 6 MO LIBOR 3 JPM 257507495 2/28 6 MO LIBOR 3 JPM 257606435 Fixed Rate 1 JPM 257606745 Fixed Rate 2 JPM 257606832 2/28 6 MO LIBOR 3 JPM 257606979 2/28 6 MO LIBOR 1 JPM 257607220 2/28 6 MO LIBOR 3 JPM 257702853 2/28 6 MO LIBOR 2 JPM 257702975 2/28 6 MO LIBOR 2 JPM 257702985 2/28 6 MO LIBOR 2 JPM 257703004 2/28 6 MO LIBOR 1 JPM 257703021 2/28 6 MO LIBOR 2 JPM 257703024 Fixed Rate 2 JPM 257703090 2/28 6 MO LIBOR 2 JPM 257703178 Fixed Rate Balloon 2 JPM 257703183 2/28 6 MO LIBOR 2 JPM 257703217 Fixed Rate 3 JPM 257703267 2/28 6 MO LIBOR 1 JPM 257703287 2/28 6 MO LIBOR 1 JPM 257703307 2/28 6 MO LIBOR 1 JPM 257703317 Fixed Rate Balloon 2 JPM 257703343 2/28 6 MO LIBOR 1 JPM 257703358 2/28 6 MO LIBOR 3 JPM 257703359 2/28 6 MO LIBOR 1 JPM 257703373 2/28 6 MO LIBOR 3 JPM 257703428 2/28 6 MO LIBOR 3 JPM 257804265 Fixed Rate 2 JPM 257804376 Fixed Rate 2 JPM 257804498 2/28 6 MO LIBOR 2 JPM 257804577 2/28 6 MO LIBOR 1 JPM 257804597 Fixed Rate 2 JPM 257804663 Fixed Rate 2 JPM 257804693 Fixed Rate 2 JPM 257804739 2/28 6 MO LIBOR 1 JPM 257804800 6 MO LIBOR 1 JPM 257804877 2/28 6 MO LIBOR 1 JPM 257804886 2/28 6 MO LIBOR 1 JPM 257804912 2/28 6 MO LIBOR 1 JPM 257804916 2/28 6 MO LIBOR 1 JPM 257804931 2/28 6 MO LIBOR 1 JPM 257804986 2/28 6 MO LIBOR 3 JPM 257805007 2/28 6 MO LIBOR 1 JPM 257805018 2/28 6 MO LIBOR 3 JPM 257805081 2/28 6 MO LIBOR 3 JPM 257805098 2/28 6 MO LIBOR 3 JPM 257805126 2/28 6 MO LIBOR 3 JPM 257805148 2/28 6 MO LIBOR 3 JPM 257805161 2/28 6 MO LIBOR 3 JPM 257805282 Fixed Rate 3 JPM 257805344 2/28 6 MO LIBOR 3 JPM 257805364 Fixed Rate 3 JPM 257902953 2/28 6 MO LIBOR 1 JPM 257903486 Fixed Rate 2 JPM 257903626 Fixed Rate 2 JPM 257903698 2/28 6 MO LIBOR 2 JPM 257903826 2/28 6 MO LIBOR 1 JPM 257903852 2/28 6 MO LIBOR 1 JPM 257903872 Fixed Rate 3 JPM 257903924 2/28 6 MO LIBOR 3 JPM 257903993 3/27 6 MO LIBOR 3 JPM 257904015 2/28 6 MO LIBOR 3 JPM 258000175 3/27 6 MO LIBOR IO 2 JPM 258000199 2/28 6 MO LIBOR 2 JPM 258000208 2/28 6 MO LIBOR IO 2 JPM 258000212 2/28 6 MO LIBOR IO 2 JPM 258000214 3/27 6 MO LIBOR IO 2 JPM 258000219 Fixed Rate Balloon 2 JPM 258000225 2/28 6 MO LIBOR 1 JPM 258000227 3/27 6 MO LIBOR IO 1 JPM 258000243 Fixed Rate 3 JPM 258100378 2/28 6 MO LIBOR 3 JPM 258100389 2/28 6 MO LIBOR 3 JPM 258100563 Fixed Rate 3 JPM 258113822 2/28 6 MO LIBOR 1 JPM 258114653 5/25 1 YR LIBOR 3 JPM 258200365 Fixed Rate 3 JPM 258200574 Fixed Rate 3 JPM 258215001 2/28 6 MO LIBOR 2 JPM 258215246 Fixed Rate 2 JPM 258215331 Fixed Rate 2 JPM 258215341 2/28 6 MO LIBOR 2 JPM 258215488 2/28 6 MO LIBOR 1 JPM 258215531 2/28 6 MO LIBOR 1 JPM 258215555 2/28 6 MO LIBOR 1 JPM 258215602 2/28 6 MO LIBOR 1 JPM 258215625 2/28 6 MO LIBOR 3 JPM 258215646 3/27 6 MO LIBOR 1 JPM 258215669 2/28 6 MO LIBOR 1 JPM 258215682 2/28 6 MO LIBOR 3 JPM 258215765 2/28 6 MO LIBOR 1 JPM 258215794 2/28 6 MO LIBOR 3 JPM 258215815 Fixed Rate 3 JPM 258216114 Fixed Rate 3 JPM 258216131 2/28 6 MO LIBOR 3 JPM 258216142 Fixed Rate 3 JPM 258303218 Fixed Rate 1 JPM 258304239 2/28 6 MO LIBOR 1 JPM 258304756 2/28 6 MO LIBOR 1 JPM 258304905 Fixed Rate 2 JPM 258304940 2/28 6 MO LIBOR 1 JPM 258304973 Fixed Rate Balloon 2 JPM 258305149 2/28 6 MO LIBOR 1 JPM 258305208 2/28 6 MO LIBOR 2 JPM 258305211 Fixed Rate 1 JPM 258305237 2/28 6 MO LIBOR 1 JPM 258305288 Fixed Rate 1 JPM 258305293 6 MO LIBOR 1 JPM 258305305 2/28 6 MO LIBOR 1 JPM 258305322 2/28 6 MO LIBOR 3 JPM 258305335 2/28 6 MO LIBOR 1 JPM 258305336 2/28 6 MO LIBOR 1 JPM 258305360 2/28 6 MO LIBOR 1 JPM 258305361 2/28 6 MO LIBOR 1 JPM 258305387 2/28 6 MO LIBOR 1 JPM 258305404 2/28 6 MO LIBOR 1 JPM 258305407 2/28 6 MO LIBOR 1 JPM 258305434 2/28 6 MO LIBOR 1 JPM 258305460 2/28 6 MO LIBOR 3 JPM 258305524 2/28 6 MO LIBOR 1 JPM 258305596 Fixed Rate 3 JPM 258305714 2/28 6 MO LIBOR 3 JPM 258305788 2/28 6 MO LIBOR 3 JPM 258415703 2/28 6 MO LIBOR 1 JPM 258415854 2/28 6 MO LIBOR 1 JPM 258415863 2/28 6 MO LIBOR 2 JPM 258415935 2/28 6 MO LIBOR 1 JPM 258415991 2/28 6 MO LIBOR 2 JPM 258416115 2/28 6 MO LIBOR 2 JPM 258416194 2/28 6 MO LIBOR 2 JPM 258416204 2/28 6 MO LIBOR 1 JPM 258416225 2/28 6 MO LIBOR 2 JPM 258416237 Fixed Rate 2 JPM 258416263 2/28 6 MO LIBOR 1 JPM 258416339 2/28 6 MO LIBOR 1 JPM 258416342 Fixed Rate 2 JPM 258416361 Fixed Rate 2 JPM 258416490 2/28 6 MO LIBOR 1 JPM 258416525 2/28 6 MO LIBOR 1 JPM 258416535 2/28 6 MO LIBOR 1 JPM 258416536 2/28 6 MO LIBOR 2 JPM 258416551 3/27 6 MO LIBOR 3 JPM 258416558 2/28 6 MO LIBOR 1 JPM 258416692 2/28 6 MO LIBOR 3 JPM 258416728 2/28 6 MO LIBOR 3 JPM 258416742 Fixed Rate 2 JPM 258416746 2/28 6 MO LIBOR 3 JPM 258416789 2/28 6 MO LIBOR 3 JPM 258416796 2/28 6 MO LIBOR 1 JPM 258416816 2/28 6 MO LIBOR 1 JPM 258416897 2/28 6 MO LIBOR 3 JPM 258416950 2/28 6 MO LIBOR 3 JPM 258416952 2/28 6 MO LIBOR 3 JPM 258416973 2/28 6 MO LIBOR 3 JPM 258417033 2/28 6 MO LIBOR 3 JPM 258417039 2/28 6 MO LIBOR 3 JPM 258417160 2/28 6 MO LIBOR 3 JPM 258500923 Fixed Rate 3 JPM 258501098 Fixed Rate 3 JPM 258501145 Fixed Rate 3 JPM 258501284 Fixed Rate 3 JPM 258501457 2/28 6 MO LIBOR 3 JPM 258517250 2/28 6 MO LIBOR 1 JPM 258517266 2/28 6 MO LIBOR 2 JPM 258517358 2/28 6 MO LIBOR 2 JPM 258517363 Fixed Rate 2 JPM 258517523 2/28 6 MO LIBOR 1 JPM 258517538 2/28 6 MO LIBOR 2 JPM 258517555 2/28 6 MO LIBOR 1 JPM 258517568 2/28 6 MO LIBOR 3 JPM 258517600 2/28 6 MO LIBOR 3 JPM 258517635 2/28 6 MO LIBOR 1 JPM 258517668 2/28 6 MO LIBOR 3 JPM 258517681 2/28 6 MO LIBOR 3 JPM 258517693 2/28 6 MO LIBOR 3 JPM 258517727 Fixed Rate 3 JPM 258517748 2/28 6 MO LIBOR 3 JPM 258517888 2/28 6 MO LIBOR 3 JPM 258609029 Fixed Rate 2 JPM 258609034 Fixed Rate 2 JPM 258609060 2/28 6 MO LIBOR 2 JPM 258609330 Fixed Rate 2 JPM 258609443 2/28 6 MO LIBOR 1 JPM 258609502 Fixed Rate 2 JPM 258609514 2/28 6 MO LIBOR 1 JPM 258609530 2/28 6 MO LIBOR 1 JPM 258609551 2/28 6 MO LIBOR 1 JPM 258609559 2/28 6 MO LIBOR 1 JPM 258609570 3/27 6 MO LIBOR 1 JPM 258609595 2/28 6 MO LIBOR 1 JPM 258609596 2/28 6 MO LIBOR 3 JPM 258609600 6 MO LIBOR 1 JPM 258609604 2/28 6 MO LIBOR 1 JPM 258609625 2/28 6 MO LIBOR 3 JPM 258609661 2/28 6 MO LIBOR 3 JPM 258609696 2/28 6 MO LIBOR 3 JPM 258609726 2/28 6 MO LIBOR 3 JPM 258609765 2/28 6 MO LIBOR 3 JPM 258609784 2/28 6 MO LIBOR 3 JPM 258609833 2/28 6 MO LIBOR 3 JPM 258609907 2/28 6 MO LIBOR 3 JPM 258710619 5/25 1 YR LIBOR 2 JPM 258710976 5/25 1 YR LIBOR 3 JPM 258711010 5/25 1 YR LIBOR 3 JPM 258711030 5/25 1 YR LIBOR 3 JPM 258800906 2/28 6 MO LIBOR 3 JPM 258815332 2/28 6 MO LIBOR 2 JPM 258815480 2/28 6 MO LIBOR 1 JPM 258815684 2/28 6 MO LIBOR 1 JPM 258815924 3/27 6 MO LIBOR 1 JPM 258816025 2/28 6 MO LIBOR 2 JPM 258816131 2/28 6 MO LIBOR 1 JPM 258816132 2/28 6 MO LIBOR 1 JPM 258816157 Fixed Rate 1 JPM 258816261 Fixed Rate 1 JPM 258816274 2/28 6 MO LIBOR 1 JPM 258816358 Fixed Rate 1 JPM 258816415 2/28 6 MO LIBOR 1 JPM 258816446 2/28 6 MO LIBOR 3 JPM 258816468 Fixed Rate 1 JPM 258816473 2/28 6 MO LIBOR 3 JPM 258816479 2/28 6 MO LIBOR 3 JPM 258816480 2/28 6 MO LIBOR 3 JPM 258816510 2/28 6 MO LIBOR 3 JPM 258816549 3/27 6 MO LIBOR 3 JPM 258816564 2/28 6 MO LIBOR 3 JPM 258816586 Fixed Rate 3 JPM 258816612 2/28 6 MO LIBOR 3 JPM 258816742 2/28 6 MO LIBOR 3 JPM 258900157 Fixed Rate 3 JPM 258913648 Fixed Rate 2 JPM 258913975 2/28 6 MO LIBOR 1 JPM 258914663 2/28 6 MO LIBOR 2 JPM 258914721 2/28 6 MO LIBOR 1 JPM 258914763 Fixed Rate 2 JPM 258914785 Fixed Rate 2 JPM 258914846 2/28 6 MO LIBOR 1 JPM 258914932 2/28 6 MO LIBOR 2 JPM 258914941 Fixed Rate 1 JPM 258914975 Fixed Rate 1 JPM 258914990 2/28 6 MO LIBOR 3 JPM 258915062 2/28 6 MO LIBOR 1 JPM 258915070 Fixed Rate 1 JPM 258915089 2/28 6 MO LIBOR 1 JPM 258915143 2/28 6 MO LIBOR 1 JPM 258915146 2/28 6 MO LIBOR 1 JPM 258915160 Fixed Rate 1 JPM 258915191 2/28 6 MO LIBOR 3 JPM 258915205 2/28 6 MO LIBOR 3 JPM 258915243 2/28 6 MO LIBOR 3 JPM 258915244 2/28 6 MO LIBOR 3 JPM 258915286 2/28 6 MO LIBOR 3 JPM 259006548 Fixed Rate Balloon 3 JPM 259007489 2/28 6 MO LIBOR 1 JPM 259007838 Fixed Rate Balloon 2 JPM 259007845 2/28 6 MO LIBOR 2 JPM 259007857 2/28 6 MO LIBOR 2 JPM 259007863 Fixed Rate 2 JPM 259007873 2/28 6 MO LIBOR 2 JPM 259007884 2/28 6 MO LIBOR 2 JPM 259007895 2/28 6 MO LIBOR 2 JPM 259007896 2/28 6 MO LIBOR 2 JPM 259007904 2/28 6 MO LIBOR 2 JPM 259007914 2/28 6 MO LIBOR 2 JPM 259007919 2/28 6 MO LIBOR 2 JPM 259007946 2/28 6 MO LIBOR 2 JPM 259007966 2/28 6 MO LIBOR 2 JPM 259007972 2/28 6 MO LIBOR 2 JPM 259007978 2/28 6 MO LIBOR 2 JPM 259007983 Fixed Rate 2 JPM 259007988 2/28 6 MO LIBOR 2 JPM 259007992 Fixed Rate 2 JPM 259008003 2/28 6 MO LIBOR 2 JPM 259008020 2/28 6 MO LIBOR 2 JPM 259008025 2/28 6 MO LIBOR 2 JPM 259008031 2/28 6 MO LIBOR 2 JPM 259008034 2/28 6 MO LIBOR 2 JPM 259008036 2/28 6 MO LIBOR 2 JPM 259008041 3/27 6 MO LIBOR 2 JPM 259008064 2/28 6 MO LIBOR 3 JPM 259008067 Fixed Rate 3 JPM 259008077 2/28 6 MO LIBOR IO 1 JPM 259008080 2/28 6 MO LIBOR 1 JPM 259008098 Fixed Rate Balloon 3 JPM 259008101 2/28 6 MO LIBOR 1 JPM 259008122 2/28 6 MO LIBOR 1 JPM 259008127 3/27 6 MO LIBOR 3 JPM 259008140 3/27 6 MO LIBOR 3 JPM 259008143 3/27 6 MO LIBOR 3 JPM 259008144 3/27 6 MO LIBOR 3 JPM 259008165 3/27 6 MO LIBOR 3 JPM 259008188 2/28 6 MO LIBOR 3 JPM 259008190 2/28 6 MO LIBOR 3 JPM 259008192 2/28 6 MO LIBOR 3 JPM 259008195 Fixed Rate 3 JPM 259008196 2/28 6 MO LIBOR 3 JPM 259008200 3/27 6 MO LIBOR 3 JPM 259008207 3/27 6 MO LIBOR 3 JPM 259008245 2/28 6 MO LIBOR 3 JPM 259008247 2/28 6 MO LIBOR 3 JPM 259008264 3/27 6 MO LIBOR 3 JPM 259008266 3/27 6 MO LIBOR 3 JPM 259008285 2/28 6 MO LIBOR 3 JPM 259008286 2/28 6 MO LIBOR 3 JPM 259008300 2/28 6 MO LIBOR 3 JPM 259008302 Fixed Rate 3 JPM 259008303 2/28 6 MO LIBOR 3 JPM 259008310 2/28 6 MO LIBOR 3 JPM 259008316 2/28 6 MO LIBOR 3 JPM 259008326 2/28 6 MO LIBOR 3 JPM 259008328 2/28 6 MO LIBOR 3 JPM 259008355 Fixed Rate 3 JPM 259008361 Fixed Rate Balloon 3 JPM 259008372 Fixed Rate Balloon 3 JPM 259008374 Fixed Rate 3 JPM 259008388 Fixed Rate 3 JPM 259008400 2/28 6 MO LIBOR 3 JPM 259008402 Fixed Rate 3 JPM 259008413 Fixed Rate 3 JPM 259008415 2/28 6 MO LIBOR 3 JPM 259105881 Fixed Rate 2 JPM 259106090 2/28 6 MO LIBOR 1 JPM 259106127 Fixed Rate 2 JPM 259106379 Fixed Rate 2 JPM 259106404 2/28 6 MO LIBOR 2 JPM 259106423 2/28 6 MO LIBOR 2 JPM 259106451 2/28 6 MO LIBOR 2 JPM 259106480 Fixed Rate 2 JPM 259106499 2/28 6 MO LIBOR 2 JPM 259106502 2/28 6 MO LIBOR 2 JPM 259106520 Fixed Rate 2 JPM 259106527 Fixed Rate 2 JPM 259106534 2/28 6 MO LIBOR 2 JPM 259106538 2/28 6 MO LIBOR 2 JPM 259106562 Fixed Rate 2 JPM 259106566 Fixed Rate 2 JPM 259106569 Fixed Rate 2 JPM 259106570 2/28 6 MO LIBOR 2 JPM 259106582 2/28 6 MO LIBOR 2 JPM 259106589 Fixed Rate 2 JPM 259106608 Fixed Rate 2 JPM 259106611 Fixed Rate 2 JPM 259106617 Fixed Rate 2 JPM 259106618 Fixed Rate 2 JPM 259106622 Fixed Rate 2 JPM 259106634 Fixed Rate 2 JPM 259106645 Fixed Rate 2 JPM 259106649 Fixed Rate 2 JPM 259106666 Fixed Rate 3 JPM 259106671 2/28 6 MO LIBOR 2 JPM 259106676 Fixed Rate 2 JPM 259106689 2/28 6 MO LIBOR 2 JPM 259106691 3/27 6 MO LIBOR 1 JPM 259106702 2/28 6 MO LIBOR 2 JPM 259106704 Fixed Rate 2 JPM 259106705 Fixed Rate 2 JPM 259106707 Fixed Rate 2 JPM 259106712 2/28 6 MO LIBOR 2 JPM 259106719 Fixed Rate 2 JPM 259106721 2/28 6 MO LIBOR 2 JPM 259106725 Fixed Rate 2 JPM 259106730 Fixed Rate 2 JPM 259106733 2/28 6 MO LIBOR 2 JPM 259106743 2/28 6 MO LIBOR 2 JPM 259106745 Fixed Rate 2 JPM 259106747 Fixed Rate 2 JPM 259106760 Fixed Rate 2 JPM 259106771 Fixed Rate 2 JPM 259106773 Fixed Rate 2 JPM 259106781 Fixed Rate 2 JPM 259106783 Fixed Rate 2 JPM 259106791 Fixed Rate 2 JPM 259106801 Fixed Rate 2 JPM 259106804 Fixed Rate 2 JPM 259106815 Fixed Rate 2 JPM 259106817 2/28 6 MO LIBOR 2 JPM 259106819 Fixed Rate 2 JPM 259106838 2/28 6 MO LIBOR 2 JPM 259106839 2/28 6 MO LIBOR 2 JPM 259106843 2/28 6 MO LIBOR 2 JPM 259106857 Fixed Rate 2 JPM 259106871 Fixed Rate 2 JPM 259106878 Fixed Rate 2 JPM 259106882 Fixed Rate 2 JPM 259106906 2/28 6 MO LIBOR 2 JPM 259106907 Fixed Rate 2 JPM 259106913 2/28 6 MO LIBOR 2 JPM 259106914 Fixed Rate 2 JPM 259106925 Fixed Rate 2 JPM 259106933 Fixed Rate 2 JPM 259106942 Fixed Rate 2 JPM 259106945 Fixed Rate 2 JPM 259106951 Fixed Rate 2 JPM 259106954 Fixed Rate 2 JPM 259106958 Fixed Rate 2 JPM 259106963 2/28 6 MO LIBOR 2 JPM 259106965 Fixed Rate 2 JPM 259106971 Fixed Rate 2 JPM 259106991 2/28 6 MO LIBOR 2 JPM 259107002 Fixed Rate 2 JPM 259107015 Fixed Rate 2 JPM 259107018 2/28 6 MO LIBOR 2 JPM 259107037 2/28 6 MO LIBOR 1 JPM 259107041 Fixed Rate 2 JPM 259107048 2/28 6 MO LIBOR 2 JPM 259107049 Fixed Rate 2 JPM 259107052 2/28 6 MO LIBOR 2 JPM 259107054 2/28 6 MO LIBOR 2 JPM 259107055 Fixed Rate 2 JPM 259107056 Fixed Rate 2 JPM 259107058 Fixed Rate 2 JPM 259107065 Fixed Rate 2 JPM 259107066 Fixed Rate 2 JPM 259107067 Fixed Rate 2 JPM 259107077 2/28 6 MO LIBOR 1 JPM 259107080 Fixed Rate 2 JPM 259107107 2/28 6 MO LIBOR 1 JPM 259107117 2/28 6 MO LIBOR 2 JPM 259107119 2/28 6 MO LIBOR 2 JPM 259107123 Fixed Rate 2 JPM 259107127 Fixed Rate 3 JPM 259107128 2/28 6 MO LIBOR 3 JPM 259107133 Fixed Rate 2 JPM 259107135 Fixed Rate 3 JPM 259107143 2/28 6 MO LIBOR 1 JPM 259107148 Fixed Rate 2 JPM 259107154 2/28 6 MO LIBOR 1 JPM 259107168 2/28 6 MO LIBOR 1 JPM 259107170 2/28 6 MO LIBOR 2 JPM 259107172 Fixed Rate 2 JPM 259107181 Fixed Rate 2 JPM 259107188 2/28 6 MO LIBOR 1 JPM 259107201 2/28 6 MO LIBOR 1 JPM 259107211 2/28 6 MO LIBOR 1 JPM 259107220 2/28 6 MO LIBOR 1 JPM 259107224 2/28 6 MO LIBOR 2 JPM 259107228 2/28 6 MO LIBOR 1 JPM 259107229 Fixed Rate 3 JPM 259107236 2/28 6 MO LIBOR 1 JPM 259107240 2/28 6 MO LIBOR 1 JPM 259107244 Fixed Rate 2 JPM 259107254 2/28 6 MO LIBOR 2 JPM 259107260 2/28 6 MO LIBOR 1 JPM 259107270 2/28 6 MO LIBOR 1 JPM 259107274 Fixed Rate 3 JPM 259107277 Fixed Rate 3 JPM 259107286 Fixed Rate 3 JPM 259107297 2/28 6 MO LIBOR 1 JPM 259107298 2/28 6 MO LIBOR 1 JPM 259107299 2/28 6 MO LIBOR 3 JPM 259107307 2/28 6 MO LIBOR 1 JPM 259107311 2/28 6 MO LIBOR 1 JPM 259107315 2/28 6 MO LIBOR 1 JPM 259107316 2/28 6 MO LIBOR 1 JPM 259107323 2/28 6 MO LIBOR 1 JPM 259107325 Fixed Rate 3 JPM 259107326 2/28 6 MO LIBOR 1 JPM 259107329 2/28 6 MO LIBOR 1 JPM 259107337 2/28 6 MO LIBOR 1 JPM 259107350 Fixed Rate 1 JPM 259107367 Fixed Rate 3 JPM 259107369 Fixed Rate 3 JPM 259107371 Fixed Rate 3 JPM 259107377 Fixed Rate 3 JPM 259107381 Fixed Rate 3 JPM 259107389 Fixed Rate 3 JPM 259107401 2/28 6 MO LIBOR 3 JPM 259107422 Fixed Rate 3 JPM 259107426 Fixed Rate 3 JPM 259107429 Fixed Rate 3 JPM 259107456 Fixed Rate 3 JPM 259107493 Fixed Rate 3 JPM 259107499 Fixed Rate 3 JPM 259107517 2/28 6 MO LIBOR 3 JPM 259107527 2/28 6 MO LIBOR 3 JPM 259107529 Fixed Rate 3 JPM 259107551 Fixed Rate 3 JPM 259107555 2/28 6 MO LIBOR 3 JPM 259107559 Fixed Rate 3 JPM 259107570 Fixed Rate 3 JPM 259107583 Fixed Rate 3 JPM 259107614 Fixed Rate 3 JPM 259107615 2/28 6 MO LIBOR 3 JPM 259107616 Fixed Rate 3 JPM 259107680 2/28 6 MO LIBOR 3 JPM 259107683 Fixed Rate 3 JPM 259107757 Fixed Rate 3 JPM 259212447 2/28 6 MO LIBOR 2 JPM 259212448 Fixed Rate 2 JPM 259212825 2/28 6 MO LIBOR 2 JPM 259212936 Fixed Rate 2 JPM 259213040 Fixed Rate 2 JPM 259213076 Fixed Rate Balloon 2 JPM 259213117 2/28 6 MO LIBOR 1 JPM 259213304 2/28 6 MO LIBOR 3 JPM 259213314 Fixed Rate 2 JPM 259213391 Fixed Rate 2 JPM 259213430 2/28 6 MO LIBOR 1 JPM 259213515 Fixed Rate 2 JPM 259213520 Fixed Rate 1 JPM 259213557 2/28 6 MO LIBOR 1 JPM 259213633 2/28 6 MO LIBOR 3 JPM 259213635 2/28 6 MO LIBOR 3 JPM 259213637 2/28 6 MO LIBOR 1 JPM 259213667 2/28 6 MO LIBOR 3 JPM 259213722 2/28 6 MO LIBOR 1 JPM 259213749 2/28 6 MO LIBOR 3 JPM 259213792 2/28 6 MO LIBOR 3 JPM 259213833 2/28 6 MO LIBOR 3 JPM 259213847 2/28 6 MO LIBOR 3 JPM 259213849 2/28 6 MO LIBOR 3 JPM 259214007 2/28 6 MO LIBOR 3 JPM 259214018 2/28 6 MO LIBOR 3 JPM 259408543 2/28 6 MO LIBOR 1 JPM 259408651 2/28 6 MO LIBOR 1 JPM 259408657 2/28 6 MO LIBOR 1 JPM 259408664 6 MO LIBOR 1 JPM 259408804 2/28 6 MO LIBOR 1 JPM 259408819 2/28 6 MO LIBOR 2 JPM 259408872 2/28 6 MO LIBOR 2 JPM 259408876 2/28 6 MO LIBOR 2 JPM 259408892 2/28 6 MO LIBOR 2 JPM 259408902 Fixed Rate 2 JPM 259408906 Fixed Rate 1 JPM 259408972 2/28 6 MO LIBOR 2 JPM 259409012 2/28 6 MO LIBOR 2 JPM 259409074 2/28 6 MO LIBOR 1 JPM 259409122 Fixed Rate 1 JPM 259409135 Fixed Rate 1 JPM 259409155 3/27 6 MO LIBOR 1 JPM 259409170 Fixed Rate 2 JPM 259409227 Fixed Rate 1 JPM 259409249 2/28 6 MO LIBOR 1 JPM 259409289 2/28 6 MO LIBOR 1 JPM 259409340 Fixed Rate 1 JPM 259409362 2/28 6 MO LIBOR 1 JPM 259409376 Fixed Rate 1 JPM 259409386 Fixed Rate 1 JPM 259409437 2/28 6 MO LIBOR 1 JPM 259409445 2/28 6 MO LIBOR 1 JPM 259409459 Fixed Rate 1 JPM 259409554 2/28 6 MO LIBOR 3 JPM 259409613 3/27 6 MO LIBOR 3 JPM 259500098 2/28 6 MO LIBOR 3 JPM 259500110 2/28 6 MO LIBOR 3 JPM 259500122 2/28 6 MO LIBOR 3 JPM 259500145 2/28 6 MO LIBOR 3 JPM 259500161 2/28 6 MO LIBOR 3 JPM 259500220 2/28 6 MO LIBOR 3 JPM 259500259 Fixed Rate 3 JPM 259609675 Fixed Rate 2 JPM 259609981 2/28 6 MO LIBOR 2 JPM 259610046 2/28 6 MO LIBOR 1 JPM 259610152 2/28 6 MO LIBOR 1 JPM 259610191 2/28 6 MO LIBOR 2 JPM 259610227 2/28 6 MO LIBOR 1 JPM 259610330 2/28 6 MO LIBOR 1 JPM 259610473 Fixed Rate 3 JPM 259610505 2/28 6 MO LIBOR 3 JPM 259610514 2/28 6 MO LIBOR 3 JPM 259610537 2/28 6 MO LIBOR 3 JPM 259610586 2/28 6 MO LIBOR 3 JPM 259610631 2/28 6 MO LIBOR 3 JPM 259610719 2/28 6 MO LIBOR 3 JPM 259700061 2/28 6 MO LIBOR 2 JPM 259700066 2/28 6 MO LIBOR 2 JPM 259700067 2/28 6 MO LIBOR 2 JPM 259700071 Fixed Rate 2 JPM 259700073 2/28 6 MO LIBOR 2 JPM 259700076 Fixed Rate 2 JPM 259700084 2/28 6 MO LIBOR 2 JPM 259700086 2/28 6 MO LIBOR 2 JPM 259700090 2/28 6 MO LIBOR 2 JPM 259700092 2/28 6 MO LIBOR 2 JPM 259700093 2/28 6 MO LIBOR 2 JPM 259700094 2/28 6 MO LIBOR 2 JPM 259700096 2/28 6 MO LIBOR 2 JPM 259700098 2/28 6 MO LIBOR 2 JPM 259900386 Fixed Rate 3 JPM 259900814 2/28 6 MO LIBOR 3 JPM 259917041 2/28 6 MO LIBOR 2 JPM 259917530 3/27 6 MO LIBOR IO 2 JPM 259917534 2/28 6 MO LIBOR 2 JPM 259917556 Fixed Rate 2 JPM 259917562 3/27 6 MO LIBOR 2 JPM 259917602 2/28 6 MO LIBOR 2 JPM 259917604 2/28 6 MO LIBOR 2 JPM 259917617 2/28 6 MO LIBOR 2 JPM 259917620 2/28 6 MO LIBOR 2 JPM 259917626 2/28 6 MO LIBOR 2 JPM 259917628 2/28 6 MO LIBOR 2 JPM 259917629 2/28 6 MO LIBOR 2 JPM 259917632 2/28 6 MO LIBOR 2 JPM 259917634 2/28 6 MO LIBOR 2 JPM 259917635 2/28 6 MO LIBOR 2 JPM 259917640 2/28 6 MO LIBOR 2 JPM 259917649 2/28 6 MO LIBOR 2 JPM 259917664 Fixed Rate 2 JPM 259917668 3/27 6 MO LIBOR 2 JPM 259917680 2/28 6 MO LIBOR 2 JPM 259917693 2/28 6 MO LIBOR IO 2 JPM 259917696 2/28 6 MO LIBOR 2 JPM 259917712 Fixed Rate 2 JPM 259917720 2/28 6 MO LIBOR 2 JPM 259917723 2/28 6 MO LIBOR 2 JPM 259917728 2/28 6 MO LIBOR 2 JPM 259917734 2/28 6 MO LIBOR 2 JPM 259917738 2/28 6 MO LIBOR 2 JPM 259917739 2/28 6 MO LIBOR 2 JPM 259917741 2/28 6 MO LIBOR 2 JPM 259917744 2/28 6 MO LIBOR 2 JPM 259917751 2/28 6 MO LIBOR 2 JPM 259917784 Fixed Rate 2 JPM 259917787 2/28 6 MO LIBOR 2 JPM 259917798 2/28 6 MO LIBOR 2 JPM 259917802 2/28 6 MO LIBOR 1 JPM 259917809 3/27 6 MO LIBOR 1 JPM 259917824 2/28 6 MO LIBOR 1 JPM 259917826 2/28 6 MO LIBOR 1 JPM 259917832 2/28 6 MO LIBOR 3 JPM 259917844 2/28 6 MO LIBOR 3 JPM 259917847 2/28 6 MO LIBOR 3 JPM 259917857 2/28 6 MO LIBOR 3 JPM 259917868 2/28 6 MO LIBOR 3 JPM 259917874 Fixed Rate 3 JPM 259917881 2/28 6 MO LIBOR 3 JPM 259917883 2/28 6 MO LIBOR 3 JPM 259917887 2/28 6 MO LIBOR 3 JPM 259917888 2/28 6 MO LIBOR 3 JPM 259917889 2/28 6 MO LIBOR 3 JPM 259917893 2/28 6 MO LIBOR 3 JPM 259917894 2/28 6 MO LIBOR 3 JPM 259917896 2/28 6 MO LIBOR 3 JPM 259917901 2/28 6 MO LIBOR 3 JPM 259917915 2/28 6 MO LIBOR 3 JPM 259917933 2/28 6 MO LIBOR 3 JPM 259917953 2/28 6 MO LIBOR 3 JPM 259917962 2/28 6 MO LIBOR 3 JPM 259917966 2/28 6 MO LIBOR 3 JPM 259917974 Fixed Rate Balloon 3 JPM 259917981 Fixed Rate Balloon 3 JPM 259918007 Fixed Rate 3 JPM 259918019 Fixed Rate Balloon 3 JPM 259918024 2/28 6 MO LIBOR 3 JPM 259918058 Fixed Rate Balloon 3 JPM 259918069 Fixed Rate Balloon 3 JPM 281200190 2/28 6 MO LIBOR 1 JPM 281200237 Fixed Rate 2 JPM 281200238 Fixed Rate Balloon 2 JPM 281200257 Fixed Rate 1 JPM 281200277 3/27 6 MO LIBOR 1 JPM 281200289 3/27 6 MO LIBOR 1 JPM 281200292 2/28 6 MO LIBOR 3 JPM 281200308 2/28 6 MO LIBOR 3 JPM 281200319 2/28 6 MO LIBOR 3 JPM 281200378 2/28 6 MO LIBOR 3 JPM 281200428 2/28 6 MO LIBOR 3 JPM 281200549 2/28 6 MO LIBOR 3 JPM 281300034 2/28 6 MO LIBOR 2 JPM 281300062 Fixed Rate 2 JPM 281300077 2/28 6 MO LIBOR 1 JPM 281300143 2/28 6 MO LIBOR 2 JPM 281300169 Fixed Rate 2 JPM 281300200 2/28 6 MO LIBOR 1 JPM 281300217 Fixed Rate Balloon 2 JPM 281300227 Fixed Rate Balloon 2 JPM 281300230 2/28 6 MO LIBOR 1 JPM 281300268 2/28 6 MO LIBOR 1 JPM 281300274 2/28 6 MO LIBOR 1 JPM 281300300 2/28 6 MO LIBOR 1 JPM 281300305 2/28 6 MO LIBOR 1 JPM 281300328 Fixed Rate 1 JPM 281300331 Fixed Rate 3 JPM 281300380 2/28 6 MO LIBOR 3 JPM 281300478 2/28 6 MO LIBOR 3 JPM 281300492 2/28 6 MO LIBOR 3 JPM 281400081 2/28 6 MO LIBOR 3 JPM 281400133 2/28 6 MO LIBOR 3 JPM 281500019 2/28 6 MO LIBOR 1 JPM 281500027 2/28 6 MO LIBOR 1 JPM 281500068 2/28 6 MO LIBOR 1 JPM 281800087 2/28 6 MO LIBOR 2 JPM 281800176 2/28 6 MO LIBOR 2 JPM 281800353 2/28 6 MO LIBOR 1 JPM 281800354 2/28 6 MO LIBOR 1 JPM 281800367 2/28 6 MO LIBOR 1 JPM 281800383 Fixed Rate 3 JPM 281800392 2/28 6 MO LIBOR 3 JPM 281800401 2/28 6 MO LIBOR 3 JPM 281800443 2/28 6 MO LIBOR 3 JPM 281800445 2/28 6 MO LIBOR 3 JPM 281800580 2/28 6 MO LIBOR 3 JPM 281900035 2/28 6 MO LIBOR 1 JPM 281900132 2/28 6 MO LIBOR 2 JPM 281900200 2/28 6 MO LIBOR 3 JPM 281900251 2/28 6 MO LIBOR 1 JPM 281900290 2/28 6 MO LIBOR 1 JPM 281900361 2/28 6 MO LIBOR 3 JPM 282600002 Fixed Rate 1 JPM 282600008 Fixed Rate 2 JPM 282600023 2/28 6 MO LIBOR 1 JPM 282600064 2/28 6 MO LIBOR 3 JPM 282700059 2/28 6 MO LIBOR IO 3 JPM 282800004 3/27 6 MO LIBOR 2 JPM 282800009 2/28 6 MO LIBOR 3 JPM 282800025 2/28 6 MO LIBOR 3 JPM 283401462 Fixed Rate 2 JPM 283401724 Fixed Rate 2 JPM 283401939 Fixed Rate 2 JPM 283402128 Fixed Rate 2 JPM 283402140 Fixed Rate 2 JPM 283402279 2/28 6 MO LIBOR 3 JPM 283402342 2/28 6 MO LIBOR 1 JPM 283402367 Fixed Rate 1 JPM 283402551 2/28 6 MO LIBOR 3 JPM 283402575 2/28 6 MO LIBOR 3 JPM 283402661 2/28 6 MO LIBOR 3 JPM 283600897 2/28 6 MO LIBOR 1 JPM 283601293 2/28 6 MO LIBOR 1 JPM 283601348 2/28 6 MO LIBOR 1 JPM 283601429 Fixed Rate Balloon 2 JPM 283601518 2/28 6 MO LIBOR 2 JPM 283601549 2/28 6 MO LIBOR 3 JPM 283601638 2/28 6 MO LIBOR 3 JPM 283601745 2/28 6 MO LIBOR 3 JPM 283601865 2/28 6 MO LIBOR 3 JPM 283902061 2/28 6 MO LIBOR 2 JPM 283902084 2/28 6 MO LIBOR 2 JPM 283902124 2/28 6 MO LIBOR 2 JPM 283902291 2/28 6 MO LIBOR 2 JPM 283902466 Fixed Rate 1 JPM 283902515 2/28 6 MO LIBOR 1 JPM 283902583 2/28 6 MO LIBOR 1 JPM 283902609 2/28 6 MO LIBOR 1 JPM 283902653 2/28 6 MO LIBOR 1 JPM 283902656 3/27 6 MO LIBOR 3 JPM 283902670 2/28 6 MO LIBOR 1 JPM 283902694 2/28 6 MO LIBOR 1 JPM 283902737 2/28 6 MO LIBOR 1 JPM 283902746 2/28 6 MO LIBOR 3 JPM 283902829 2/28 6 MO LIBOR 3 JPM 284104740 Fixed Rate 2 JPM 284104897 2/28 6 MO LIBOR 2 JPM 284105032 2/28 6 MO LIBOR 1 JPM 284105082 Fixed Rate 3 JPM 284105086 2/28 6 MO LIBOR 3 JPM 284105138 2/28 6 MO LIBOR 3 JPM 284105210 2/28 6 MO LIBOR 3 JPM 284105257 2/28 6 MO LIBOR 3 JPM 284105265 2/28 6 MO LIBOR 3 JPM 284105321 Fixed Rate 3 JPM 284205609 2/28 6 MO LIBOR 1 JPM 284205709 2/28 6 MO LIBOR 2 JPM 284205860 2/28 6 MO LIBOR 1 JPM 284206030 2/28 6 MO LIBOR 1 JPM 284206036 2/28 6 MO LIBOR 2 JPM 284206066 2/28 6 MO LIBOR 2 JPM 284206090 Fixed Rate 2 JPM 284206279 Fixed Rate Balloon 2 JPM 284206286 2/28 6 MO LIBOR 3 JPM 284206305 2/28 6 MO LIBOR 3 JPM 284206339 2/28 6 MO LIBOR 3 JPM 284206364 2/28 6 MO LIBOR 3 JPM 284206455 2/28 6 MO LIBOR 3 JPM 284305934 2/28 6 MO LIBOR 1 JPM 284306009 Fixed Rate 2 JPM 284306136 Fixed Rate 2 JPM 284306139 2/28 6 MO LIBOR 2 JPM 284306219 2/28 6 MO LIBOR 1 JPM 284306235 Fixed Rate 2 JPM 284306292 Fixed Rate 2 JPM 284306373 2/28 6 MO LIBOR 2 JPM 284306407 2/28 6 MO LIBOR 2 JPM 284306544 Fixed Rate 2 JPM 284306607 2/28 6 MO LIBOR 2 JPM 284306642 2/28 6 MO LIBOR 1 JPM 284306735 2/28 6 MO LIBOR 1 JPM 284306818 2/28 6 MO LIBOR 3 JPM 284306829 Fixed Rate 1 JPM 284306909 2/28 6 MO LIBOR 3 JPM 284306964 2/28 6 MO LIBOR 3 JPM 284307036 2/28 6 MO LIBOR 3 JPM 284307097 2/28 6 MO LIBOR 3 JPM 284406476 2/28 6 MO LIBOR 1 JPM 284406520 Fixed Rate 2 JPM 284406789 2/28 6 MO LIBOR 2 JPM 284407070 2/28 6 MO LIBOR 1 JPM 284407093 2/28 6 MO LIBOR 1 JPM 284407360 2/28 6 MO LIBOR 1 JPM 284407600 Fixed Rate 3 JPM 284506491 Fixed Rate Balloon 2 JPM 284506589 2/28 6 MO LIBOR 1 JPM 284506665 2/28 6 MO LIBOR 1 JPM 284506685 6 MO LIBOR 1 JPM 284506764 6 MO LIBOR 1 JPM 284506771 2/28 6 MO LIBOR 1 JPM 284506774 2/28 6 MO LIBOR 1 JPM 284506828 3/27 6 MO LIBOR 1 JPM 284506835 Fixed Rate Balloon 2 JPM 284506853 2/28 6 MO LIBOR 1 JPM 284602622 2/28 6 MO LIBOR 2 JPM 284602630 2/28 6 MO LIBOR 2 JPM 284602731 2/28 6 MO LIBOR 1 JPM 284602742 2/28 6 MO LIBOR 1 JPM 284602744 2/28 6 MO LIBOR 3 JPM 284602902 2/28 6 MO LIBOR IO 3 JPM 284602920 2/28 6 MO LIBOR 1 JPM 284602954 Fixed Rate 3 JPM 284704809 Fixed Rate 2 JPM 284705215 Fixed Rate 2 JPM 284705736 2/28 6 MO LIBOR 1 JPM 284705767 Fixed Rate 2 JPM 284705823 2/28 6 MO LIBOR 1 JPM 284705909 2/28 6 MO LIBOR 2 JPM 284705918 2/28 6 MO LIBOR 2 JPM 284706042 Fixed Rate 2 JPM 284706080 2/28 6 MO LIBOR 2 JPM 284706112 2/28 6 MO LIBOR 1 JPM 284706153 Fixed Rate 2 JPM 284706187 2/28 6 MO LIBOR 2 JPM 284706197 2/28 6 MO LIBOR 1 JPM 284706205 2/28 6 MO LIBOR 1 JPM 284706250 Fixed Rate 2 JPM 284706289 2/28 6 MO LIBOR 1 JPM 284706293 2/28 6 MO LIBOR 1 JPM 284706322 2/28 6 MO LIBOR 3 JPM 284706434 2/28 6 MO LIBOR 3 JPM 284706552 2/28 6 MO LIBOR 3 JPM 284806125 Fixed Rate 2 JPM 284806154 2/28 6 MO LIBOR 2 JPM 284806221 2/28 6 MO LIBOR 2 JPM 284806245 2/28 6 MO LIBOR 1 JPM 284806313 Fixed Rate 2 JPM 284806543 Fixed Rate 2 JPM 284806565 2/28 6 MO LIBOR 1 JPM 284806578 2/28 6 MO LIBOR 1 JPM 284806624 2/28 6 MO LIBOR 1 JPM 284806635 2/28 6 MO LIBOR 1 JPM 284904952 2/28 6 MO LIBOR 2 JPM 284905181 Fixed Rate 2 JPM 284905276 2/28 6 MO LIBOR 2 JPM 284905288 Fixed Rate 2 JPM 284905353 Fixed Rate 2 JPM 284905364 Fixed Rate 2 JPM 284905394 2/28 6 MO LIBOR 1 JPM 284905468 Fixed Rate 2 JPM 284905507 Fixed Rate 2 JPM 284905623 2/28 6 MO LIBOR 1 JPM 284905673 2/28 6 MO LIBOR 2 JPM 284905724 Fixed Rate 1 JPM 284905742 2/28 6 MO LIBOR 1 JPM 284905873 2/28 6 MO LIBOR 1 JPM 284905893 2/28 6 MO LIBOR 1 JPM 284905909 2/28 6 MO LIBOR 3 JPM 284905963 2/28 6 MO LIBOR 1 JPM 284905982 2/28 6 MO LIBOR 3 JPM 284906001 2/28 6 MO LIBOR 3 JPM 284906014 2/28 6 MO LIBOR 1 JPM 285003265 2/28 6 MO LIBOR 1 JPM 285003307 Fixed Rate 2 JPM 285003516 2/28 6 MO LIBOR 2 JPM 285003621 Fixed Rate 2 JPM 285003650 Fixed Rate 2 JPM 285003766 Fixed Rate 2 JPM 285003926 2/28 6 MO LIBOR 3 JPM 285004030 2/28 6 MO LIBOR 1 JPM 285004040 2/28 6 MO LIBOR 1 JPM 285004048 2/28 6 MO LIBOR 1 JPM 285004073 2/28 6 MO LIBOR 1 JPM 285004115 2/28 6 MO LIBOR 1 JPM 285004143 2/28 6 MO LIBOR 3 JPM 285004148 2/28 6 MO LIBOR 3 JPM 285103893 3/27 6 MO LIBOR 1 JPM 285103951 2/28 6 MO LIBOR 1 JPM 285104265 2/28 6 MO LIBOR 1 JPM 285104449 2/28 6 MO LIBOR 1 JPM 285104457 2/28 6 MO LIBOR 1 JPM 285104458 3/27 6 MO LIBOR 3 JPM 285104481 2/28 6 MO LIBOR 1 JPM 285104658 2/28 6 MO LIBOR 3 JPM 285203028 2/28 6 MO LIBOR 2 JPM 285203197 2/28 6 MO LIBOR 2 JPM 285203342 2/28 6 MO LIBOR 2 JPM 285203440 2/28 6 MO LIBOR 2 JPM 285203455 Fixed Rate 2 JPM 285203683 2/28 6 MO LIBOR 1 JPM 285203685 2/28 6 MO LIBOR 3 JPM 285203689 2/28 6 MO LIBOR 1 JPM 285203737 2/28 6 MO LIBOR 3 JPM 285203783 2/28 6 MO LIBOR 1 JPM 285203813 2/28 6 MO LIBOR 3 JPM 285203830 2/28 6 MO LIBOR 1 JPM 285203902 2/28 6 MO LIBOR 3 JPM 285302635 2/28 6 MO LIBOR 1 JPM 285302726 2/28 6 MO LIBOR 2 JPM 285302773 2/28 6 MO LIBOR 2 JPM 285302829 Fixed Rate Balloon 2 JPM 285302833 Fixed Rate Balloon 2 JPM 285302940 2/28 6 MO LIBOR 2 JPM 285302956 2/28 6 MO LIBOR 1 JPM 285303183 2/28 6 MO LIBOR 1 JPM 285303203 2/28 6 MO LIBOR 3 JPM 285303207 2/28 6 MO LIBOR 3 JPM 285303271 2/28 6 MO LIBOR 3 JPM 285401621 Fixed Rate 2 JPM 285402029 2/28 6 MO LIBOR 2 JPM 285402055 2/28 6 MO LIBOR 1 JPM 285402145 2/28 6 MO LIBOR 1 JPM 285402192 Fixed Rate Balloon 2 JPM 285402359 2/28 6 MO LIBOR 2 JPM 285402387 2/28 6 MO LIBOR 2 JPM 285402453 2/28 6 MO LIBOR 1 JPM 285402507 2/28 6 MO LIBOR 3 JPM 285402516 Fixed Rate 2 JPM 285402541 2/28 6 MO LIBOR 2 JPM 285402557 2/28 6 MO LIBOR 1 JPM 285402631 Fixed Rate 2 JPM 285402687 2/28 6 MO LIBOR 3 JPM 285402712 Fixed Rate Balloon 2 JPM 285402810 2/28 6 MO LIBOR 1 JPM 285402934 2/28 6 MO LIBOR 3 JPM 285402964 2/28 6 MO LIBOR 1 JPM 285703119 Fixed Rate 2 JPM 285703530 Fixed Rate 2 JPM 285703563 Fixed Rate 1 JPM 285703766 2/28 6 MO LIBOR 3 JPM 285703853 2/28 6 MO LIBOR 3 JPM 285703952 2/28 6 MO LIBOR 3 JPM 285703968 Fixed Rate 3 JPM 285800784 Fixed Rate 2 JPM 285900867 2/28 6 MO LIBOR 1 JPM 285901043 2/28 6 MO LIBOR 2 JPM 285901127 2/28 6 MO LIBOR 2 JPM 285901181 Fixed Rate 2 JPM 285901192 2/28 6 MO LIBOR 1 JPM 285901263 2/28 6 MO LIBOR 1 JPM 285901276 2/28 6 MO LIBOR 3 JPM 285901324 2/28 6 MO LIBOR 1 JPM 285901333 2/28 6 MO LIBOR 1 JPM 285901347 2/28 6 MO LIBOR 1 JPM 285901358 2/28 6 MO LIBOR 3 JPM 285901410 2/28 6 MO LIBOR 3 JPM 285901425 2/28 6 MO LIBOR 3 JPM 285901426 3/27 6 MO LIBOR 3 JPM 286001212 2/28 6 MO LIBOR 2 JPM 286001282 2/28 6 MO LIBOR 2 JPM 286001418 2/28 6 MO LIBOR 2 JPM 286001419 2/28 6 MO LIBOR 2 JPM 286001479 2/28 6 MO LIBOR 2 JPM 286001666 2/28 6 MO LIBOR 1 JPM 286001708 2/28 6 MO LIBOR 1 JPM 286001732 2/28 6 MO LIBOR 1 JPM 286001754 2/28 6 MO LIBOR 1 JPM 286001762 2/28 6 MO LIBOR 1 JPM 286001770 2/28 6 MO LIBOR 3 JPM 286001793 2/28 6 MO LIBOR 3 JPM 286001794 2/28 6 MO LIBOR 1 JPM 286001864 2/28 6 MO LIBOR 3 JPM 286001875 3/27 6 MO LIBOR 3 JPM 286002057 2/28 6 MO LIBOR 3 JPM 286101284 2/28 6 MO LIBOR 2 JPM 286101365 2/28 6 MO LIBOR 2 JPM 286102093 5/25 1 YR LIBOR 3 JPM 286400004 2/28 6 MO LIBOR 2 JPM 286400016 2/28 6 MO LIBOR 3 JPM 286400022 2/28 6 MO LIBOR IO 3 JPM 286400032 2/28 6 MO LIBOR IO 3 JPM 286400034 2/28 6 MO LIBOR 3 JPM 286400039 2/28 6 MO LIBOR IO 3 JPM 286400058 Fixed Rate 3 JPM 286400062 2/28 6 MO LIBOR 3 JPM 286400067 Fixed Rate Balloon 3 JPM 286400069 Fixed Rate 3 JPM 286600001 2/28 6 MO LIBOR 2 JPM 286600005 2/28 6 MO LIBOR IO 2 JPM 286600008 2/28 6 MO LIBOR IO 2 JPM 286600012 2/28 6 MO LIBOR IO 2 JPM 286600015 Fixed Rate 2 JPM 286600017 2/28 6 MO LIBOR IO 2 JPM 286600020 2/28 6 MO LIBOR 2 JPM 286600025 3/27 6 MO LIBOR 2 JPM 286600026 Fixed Rate 2 JPM 286600027 2/28 6 MO LIBOR 2 JPM 286600030 2/28 6 MO LIBOR IO 2 JPM 286600039 2/28 6 MO LIBOR IO 2 JPM 286600040 Fixed Rate 2 JPM 286600041 2/28 6 MO LIBOR 2 JPM 286600043 Fixed Rate Balloon 2 JPM 286600047 Fixed Rate 2 JPM 286600048 Fixed Rate 2 JPM 286600056 Fixed Rate Balloon 2 JPM 286600057 Fixed Rate 2 JPM 286600065 Fixed Rate 2 JPM 286600067 3/27 6 MO LIBOR IO 2 JPM 286600070 2/28 6 MO LIBOR IO 2 JPM 286600072 2/28 6 MO LIBOR IO 2 JPM 286600073 2/28 6 MO LIBOR 2 JPM 286600075 2/28 6 MO LIBOR 2 JPM 286600076 3/27 6 MO LIBOR IO 2 JPM 286600079 3/27 6 MO LIBOR IO 2 JPM 286600085 3/27 6 MO LIBOR 2 JPM 286600089 3/27 6 MO LIBOR IO 2 JPM 286600093 Fixed Rate 2 JPM 286600094 Fixed Rate 2 JPM 286600098 Fixed Rate 2 JPM 286600100 3/27 6 MO LIBOR IO 1 JPM 286600101 2/28 6 MO LIBOR 1 JPM 286600103 2/28 6 MO LIBOR 2 JPM 286600109 3/27 6 MO LIBOR IO 3 JPM 286600117 2/28 6 MO LIBOR IO 3 JPM 286600126 2/28 6 MO LIBOR 3 JPM 286600131 2/28 6 MO LIBOR 3 JPM 286600133 3/27 6 MO LIBOR IO 3 JPM 286600140 2/28 6 MO LIBOR IO 3 JPM 286600145 2/28 6 MO LIBOR IO 3 JPM 286600147 2/28 6 MO LIBOR IO 3 JPM 286600152 3/27 6 MO LIBOR IO 3 JPM 286600154 Fixed Rate 3 JPM 286600159 3/27 6 MO LIBOR IO 3 JPM 286600164 2/28 6 MO LIBOR IO 3 JPM 286600166 2/28 6 MO LIBOR 3 JPM 286600168 2/28 6 MO LIBOR 3 JPM 286600173 2/28 6 MO LIBOR IO 3 JPM 286600174 3/27 6 MO LIBOR 3 JPM 286600176 2/28 6 MO LIBOR 3 JPM 286600179 2/28 6 MO LIBOR IO 3 JPM 286600180 2/28 6 MO LIBOR 3 JPM 286600184 Fixed Rate 3 JPM 286600185 Fixed Rate 3 JPM 286600188 2/28 6 MO LIBOR 3 JPM 286600233 3/27 6 MO LIBOR 3 JPM 286600239 3/27 6 MO LIBOR 3 JPM 286600244 Fixed Rate 3 JPM 286600248 Fixed Rate 3 JPM 286600252 3/27 6 MO LIBOR 3 JPM 286600254 Fixed Rate 3 JPM 286600260 Fixed Rate Balloon 3 JPM 286700019 3/27 6 MO LIBOR 3 JPM 286700035 2/28 6 MO LIBOR 1 JPM 286700062 2/28 6 MO LIBOR 1 JPM 286700137 3/27 6 MO LIBOR 1 JPM 286700154 3/27 6 MO LIBOR 3 JPM 286700162 Fixed Rate 1 JPM 286700190 2/28 6 MO LIBOR 3 JPM 286700271 2/28 6 MO LIBOR 3 JPM 286902648 2/28 6 MO LIBOR 1 JPM 286902733 2/28 6 MO LIBOR 1 JPM 286902788 2/28 6 MO LIBOR 2 JPM 286902833 2/28 6 MO LIBOR 1 JPM 286902850 Fixed Rate 2 JPM 286902889 Fixed Rate 2 JPM 286902926 2/28 6 MO LIBOR 2 JPM 286902959 Fixed Rate 2 JPM 286902979 2/28 6 MO LIBOR 1 JPM 286903022 Fixed Rate 2 JPM 286903128 2/28 6 MO LIBOR 1 JPM 286903133 2/28 6 MO LIBOR 2 JPM 286903152 2/28 6 MO LIBOR 1 JPM 286903198 2/28 6 MO LIBOR 1 JPM 286903219 2/28 6 MO LIBOR 1 JPM 286903223 2/28 6 MO LIBOR 1 JPM 286903236 Fixed Rate 1 JPM 286903272 2/28 6 MO LIBOR 3 JPM 286903282 2/28 6 MO LIBOR 1 JPM 286903313 Fixed Rate 1 JPM 286903314 Fixed Rate 1 JPM 286903326 2/28 6 MO LIBOR 3 JPM 286903329 Fixed Rate 1 JPM 286903332 2/28 6 MO LIBOR 1 JPM 286903339 3/27 6 MO LIBOR 1 JPM 286903356 2/28 6 MO LIBOR 3 JPM 286903357 2/28 6 MO LIBOR 1 JPM 286903371 3/27 6 MO LIBOR 3 JPM 286903389 2/28 6 MO LIBOR 3 JPM 286903390 Fixed Rate 3 JPM 286903408 2/28 6 MO LIBOR 3 JPM 286903419 2/28 6 MO LIBOR 1 JPM 286903427 2/28 6 MO LIBOR 3 JPM 286903442 2/28 6 MO LIBOR 1 JPM 286903481 3/27 6 MO LIBOR 3 JPM 286903557 2/28 6 MO LIBOR 3 JPM 286903597 2/28 6 MO LIBOR 3 JPM 286903832 Fixed Rate 3 JPM 287200651 2/28 6 MO LIBOR 2 JPM 287200652 2/28 6 MO LIBOR 2 JPM 287200669 2/28 6 MO LIBOR IO 2 JPM 287200674 2/28 6 MO LIBOR 2 JPM 287200685 6 MO LIBOR 2 JPM 287200690 2/28 6 MO LIBOR IO 2 JPM 287200704 2/28 6 MO LIBOR 2 JPM 287200710 2/28 6 MO LIBOR 3 JPM 287200749 2/28 6 MO LIBOR 3 JPM 287200754 2/28 6 MO LIBOR 3 JPM 287200771 2/28 6 MO LIBOR 3 JPM 287200792 2/28 6 MO LIBOR 3 JPM 287200793 2/28 6 MO LIBOR IO 3 JPM 287200805 Fixed Rate 3 JPM 287301104 3/27 6 MO LIBOR 2 JPM 287301181 2/28 6 MO LIBOR IO 2 JPM 287301194 2/28 6 MO LIBOR 3 JPM 287301202 2/28 6 MO LIBOR IO 2 JPM 287301214 2/28 6 MO LIBOR IO 2 JPM 287301216 3/27 6 MO LIBOR IO 2 JPM 287301233 3/27 6 MO LIBOR 2 JPM 287301234 3/27 6 MO LIBOR 2 JPM 287301252 2/28 6 MO LIBOR IO 3 JPM 287301303 Fixed Rate 3 JPM 287301334 Fixed Rate Balloon 3 JPM 287301338 2/28 6 MO LIBOR IO 3 JPM 287301340 2/28 6 MO LIBOR IO 3 JPM 287301342 2/28 6 MO LIBOR IO 3 JPM 287301347 2/28 6 MO LIBOR IO 3 JPM 287301351 2/28 6 MO LIBOR IO 3 JPM 287301419 Fixed Rate Balloon 3 JPM 287500713 Fixed Rate 2 JPM 287500873 3/27 6 MO LIBOR 2 JPM 287500884 3/27 6 MO LIBOR IO 2 JPM 287500903 3/27 6 MO LIBOR 2 JPM 287500904 2/28 6 MO LIBOR 2 JPM 287500911 3/27 6 MO LIBOR 2 JPM 287500921 3/27 6 MO LIBOR 2 JPM 287500923 3/27 6 MO LIBOR 2 JPM 287500998 3/27 6 MO LIBOR IO 2 JPM 287501016 2/28 6 MO LIBOR 2 JPM 287501018 3/27 6 MO LIBOR 2 JPM 287501027 3/27 6 MO LIBOR 2 JPM 287501029 3/27 6 MO LIBOR IO 2 JPM 287501062 Fixed Rate 2 JPM 287501070 3/27 6 MO LIBOR 2 JPM 287501073 3/27 6 MO LIBOR 3 JPM 287501075 3/27 6 MO LIBOR 2 JPM 287501083 2/28 6 MO LIBOR 1 JPM 287501108 Fixed Rate 3 JPM 287501109 3/27 6 MO LIBOR 1 JPM 287501124 3/27 6 MO LIBOR IO 3 JPM 287501128 3/27 6 MO LIBOR 3 JPM 287501138 3/27 6 MO LIBOR 3 JPM 287501160 3/27 6 MO LIBOR IO 3 JPM 287501173 Fixed Rate 3 JPM 287501220 Fixed Rate 3 JPM 287501233 2/28 6 MO LIBOR IO 3 JPM 287501273 3/27 6 MO LIBOR 3 JPM 287501274 Fixed Rate 3 JPM 287501278 Fixed Rate Balloon 3 JPM 287501294 Fixed Rate 3 JPM 287501321 3/27 6 MO LIBOR 3 JPM 287600879 3/27 6 MO LIBOR 1 JPM 287600896 2/28 6 MO LIBOR 2 JPM 287601055 Fixed Rate 2 JPM 287601064 3/27 6 MO LIBOR 2 JPM 287601117 Fixed Rate 2 JPM 287601134 3/27 6 MO LIBOR 2 JPM 287601150 2/28 6 MO LIBOR 2 JPM 287601161 2/28 6 MO LIBOR 2 JPM 287601178 3/27 6 MO LIBOR 2 JPM 287601197 3/27 6 MO LIBOR 2 JPM 287601210 Fixed Rate 2 JPM 287601226 Fixed Rate 2 JPM 287601229 2/28 6 MO LIBOR 3 JPM 287601231 Fixed Rate 3 JPM 287601254 Fixed Rate 3 JPM 287601270 3/27 6 MO LIBOR 3 JPM 287601282 3/27 6 MO LIBOR 3 JPM 287601290 3/27 6 MO LIBOR 3 JPM 287601314 2/28 6 MO LIBOR 3 JPM 287601321 3/27 6 MO LIBOR 3 JPM 287601334 2/28 6 MO LIBOR 3 JPM 287601348 2/28 6 MO LIBOR 3 JPM 287601377 3/27 6 MO LIBOR 3 JPM 287601379 2/28 6 MO LIBOR 3 JPM 287601380 Fixed Rate 3 JPM 287601385 Fixed Rate Balloon 3 JPM 287700479 Fixed Rate 2 JPM 287700487 2/28 6 MO LIBOR 2 JPM 287700545 3/27 6 MO LIBOR 2 JPM 287700580 3/27 6 MO LIBOR 3 JPM 287700582 Fixed Rate 2 JPM 287700588 3/27 6 MO LIBOR 2 JPM 287700596 3/27 6 MO LIBOR 2 JPM 287700598 Fixed Rate 3 JPM 287700614 2/28 6 MO LIBOR 2 JPM 287700622 Fixed Rate 2 JPM 287700629 Fixed Rate 2 JPM 287700665 3/27 6 MO LIBOR 2 JPM 287700676 Fixed Rate 2 JPM 287700691 3/27 6 MO LIBOR 2 JPM 287700696 Fixed Rate 3 JPM 287700702 2/28 6 MO LIBOR 2 JPM 287700737 3/27 6 MO LIBOR 1 JPM 287700742 Fixed Rate Balloon 3 JPM 287700746 Fixed Rate 3 JPM 287700754 3/27 6 MO LIBOR 3 JPM 287700772 3/27 6 MO LIBOR 1 JPM 287700781 3/27 6 MO LIBOR 3 JPM 287700819 3/27 6 MO LIBOR 3 JPM 287700822 Fixed Rate 3 JPM 287700827 3/27 6 MO LIBOR 3 JPM 287700831 2/28 6 MO LIBOR 3 JPM 287700836 3/27 6 MO LIBOR 3 JPM 287700845 Fixed Rate 3 JPM 287700852 3/27 6 MO LIBOR 3 JPM 287700854 2/28 6 MO LIBOR 3 JPM 287700860 Fixed Rate 3 JPM 287700869 2/28 6 MO LIBOR 3 JPM 287700884 Fixed Rate 3 JPM 287700896 3/27 6 MO LIBOR 3 JPM 287700906 Fixed Rate 3 JPM 287800204 Fixed Rate 2 JPM 287800243 2/28 6 MO LIBOR 1 JPM 287800245 2/28 6 MO LIBOR 2 JPM 287800264 2/28 6 MO LIBOR 3 JPM 287800298 2/28 6 MO LIBOR 3 JPM 287800306 2/28 6 MO LIBOR IO 3 JPM 287800310 2/28 6 MO LIBOR 3 JPM 287900366 2/28 6 MO LIBOR IO 2 JPM 287900538 2/28 6 MO LIBOR IO 2 JPM 287900604 Fixed Rate 2 JPM 287900656 2/28 6 MO LIBOR IO 2 JPM 288002886 Fixed Rate Balloon 2 JPM 288002936 2/28 6 MO LIBOR 1 JPM 288003118 Fixed Rate Balloon 2 JPM 288003173 Fixed Rate Balloon 2 JPM 288003342 Fixed Rate Balloon 2 JPM 288003359 Fixed Rate 2 JPM 288003370 Fixed Rate Balloon 2 JPM 288003377 2/28 6 MO LIBOR 1 JPM 288003437 Fixed Rate Balloon 2 JPM 288003462 Fixed Rate Balloon 2 JPM 288003484 Fixed Rate Balloon 2 JPM 288003530 2/28 6 MO LIBOR 2 JPM 288003543 Fixed Rate 1 JPM 288003546 Fixed Rate Balloon 2 JPM 288003561 2/28 6 MO LIBOR 2 JPM 288003568 Fixed Rate 2 JPM 288003594 Fixed Rate 2 JPM 288003647 2/28 6 MO LIBOR 1 JPM 288003660 Fixed Rate Balloon 2 JPM 288003668 2/28 6 MO LIBOR 1 JPM 288003692 2/28 6 MO LIBOR 1 JPM 288003710 Fixed Rate Balloon 2 JPM 288003750 2/28 6 MO LIBOR 1 JPM 288003781 Fixed Rate 1 JPM 288003862 2/28 6 MO LIBOR 3 JPM 288003882 2/28 6 MO LIBOR 3 JPM 288003974 2/28 6 MO LIBOR 3 JPM 288103443 Fixed Rate 2 JPM 288103562 2/28 6 MO LIBOR 2 JPM 288104046 2/28 6 MO LIBOR 1 JPM 288104326 2/28 6 MO LIBOR 3 JPM 288104398 Fixed Rate 1 JPM 288104425 2/28 6 MO LIBOR 3 JPM 288104607 3/27 6 MO LIBOR 3 JPM 288104736 2/28 6 MO LIBOR 3 JPM 288201506 2/28 6 MO LIBOR 1 JPM 288201657 2/28 6 MO LIBOR 1 JPM 288201697 2/28 6 MO LIBOR 1 JPM 288201737 Fixed Rate Balloon 2 JPM 288201809 2/28 6 MO LIBOR 2 JPM 288201904 2/28 6 MO LIBOR 1 JPM 288201920 2/28 6 MO LIBOR 1 JPM 288201953 2/28 6 MO LIBOR 1 JPM 288201975 2/28 6 MO LIBOR 3 JPM 288202013 2/28 6 MO LIBOR 1 JPM 288202085 2/28 6 MO LIBOR 3 JPM 288301955 2/28 6 MO LIBOR 1 JPM 288302596 2/28 6 MO LIBOR 2 JPM 288302655 2/28 6 MO LIBOR 1 JPM 288302856 2/28 6 MO LIBOR 1 JPM 288302865 2/28 6 MO LIBOR 1 JPM 288302900 2/28 6 MO LIBOR 1 JPM 288302945 2/28 6 MO LIBOR 2 JPM 288302963 2/28 6 MO LIBOR 1 JPM 288303009 2/28 6 MO LIBOR 1 JPM 288303051 2/28 6 MO LIBOR 3 JPM 288303103 2/28 6 MO LIBOR 1 JPM 288303150 2/28 6 MO LIBOR 1 JPM 288303275 2/28 6 MO LIBOR 3 JPM 288303287 2/28 6 MO LIBOR 3 JPM 288303374 2/28 6 MO LIBOR 3 JPM 288303431 2/28 6 MO LIBOR IO 3 JPM 288303570 2/28 6 MO LIBOR 3 JPM 288502997 2/28 6 MO LIBOR 2 JPM 288503011 Fixed Rate Balloon 2 JPM 288503174 2/28 6 MO LIBOR 2 JPM 288503270 Fixed Rate 2 JPM 288503282 Fixed Rate Balloon 2 JPM 288503311 2/28 6 MO LIBOR 1 JPM 288503387 Fixed Rate Balloon 2 JPM 288503440 Fixed Rate Balloon 2 JPM 288503472 Fixed Rate Balloon 2 JPM 288503519 Fixed Rate Balloon 2 JPM 288503548 Fixed Rate Balloon 2 JPM 288503683 2/28 6 MO LIBOR 1 JPM 288503719 2/28 6 MO LIBOR 1 JPM 288503798 Fixed Rate 2 JPM 288503820 Fixed Rate 3 JPM 288503838 3/27 6 MO LIBOR 1 JPM 288503855 2/28 6 MO LIBOR 3 JPM 288503862 2/28 6 MO LIBOR 1 JPM 288503925 3/27 6 MO LIBOR 1 JPM 288504011 Fixed Rate 3 JPM 288504016 2/28 6 MO LIBOR 1 JPM 288504035 2/28 6 MO LIBOR 1 JPM 288504075 Fixed Rate 3 JPM 288504163 2/28 6 MO LIBOR 3 JPM 288504201 2/28 6 MO LIBOR 3 JPM 288504314 2/28 6 MO LIBOR 3 JPM 288504449 Fixed Rate 3 JPM 288601519 2/28 6 MO LIBOR 1 JPM 288601974 2/28 6 MO LIBOR 2 JPM 288601975 Fixed Rate 2 JPM 288602135 2/28 6 MO LIBOR 2 JPM 288602238 Fixed Rate 2 JPM 288602244 2/28 6 MO LIBOR 1 JPM 288602342 2/28 6 MO LIBOR 1 JPM 288602395 Fixed Rate 2 JPM 288602408 2/28 6 MO LIBOR 3 JPM 288602469 2/28 6 MO LIBOR 1 JPM 288602474 2/28 6 MO LIBOR 3 JPM 288602557 2/28 6 MO LIBOR 3 JPM 288602569 2/28 6 MO LIBOR 3 JPM 288602583 2/28 6 MO LIBOR 3 JPM 288602604 2/28 6 MO LIBOR 3 JPM 288602703 2/28 6 MO LIBOR 3 JPM 288602790 3/27 6 MO LIBOR 3 JPM 288701481 2/28 6 MO LIBOR 2 JPM 288701773 2/28 6 MO LIBOR 2 JPM 288701783 Fixed Rate 2 JPM 288701869 2/28 6 MO LIBOR 2 JPM 288701977 2/28 6 MO LIBOR 1 JPM 288701989 2/28 6 MO LIBOR 1 JPM 288702021 2/28 6 MO LIBOR 1 JPM 288702022 2/28 6 MO LIBOR 1 JPM 288702055 2/28 6 MO LIBOR 3 JPM 288702076 2/28 6 MO LIBOR 3 JPM 288702108 2/28 6 MO LIBOR 3 JPM 288702197 2/28 6 MO LIBOR 3 JPM 288801836 2/28 6 MO LIBOR 2 JPM 288801876 Fixed Rate Balloon 2 JPM 288802024 2/28 6 MO LIBOR 2 JPM 288802116 Fixed Rate 2 JPM 288802293 2/28 6 MO LIBOR 3 JPM 288802337 2/28 6 MO LIBOR 3 JPM 288802352 2/28 6 MO LIBOR 1 JPM 288802354 2/28 6 MO LIBOR 1 JPM 288802387 2/28 6 MO LIBOR 1 JPM 288802426 3/27 6 MO LIBOR 3 JPM 288802436 2/28 6 MO LIBOR 3 JPM 288802469 2/28 6 MO LIBOR 3 JPM 288802521 2/28 6 MO LIBOR 3 JPM 288802532 2/28 6 MO LIBOR 3 JPM 288901315 2/28 6 MO LIBOR 1 JPM 289001193 Fixed Rate 2 JPM 289001405 2/28 6 MO LIBOR 1 JPM 289001463 2/28 6 MO LIBOR 1 JPM 289001562 2/28 6 MO LIBOR 3 JPM 289001605 Fixed Rate 3 JPM 289102552 6 MO LIBOR 3 JPM 289103158 2/28 6 MO LIBOR 1 JPM 289103169 2/28 6 MO LIBOR 1 JPM 289103204 2/28 6 MO LIBOR 1 JPM 289103277 2/28 6 MO LIBOR 3 JPM 289103284 2/28 6 MO LIBOR 3 JPM 289202585 Fixed Rate 2 JPM 289202628 Fixed Rate 1 JPM 289202673 2/28 6 MO LIBOR 1 JPM 289202713 Fixed Rate Balloon 2 JPM 289202886 Fixed Rate 2 JPM 289203005 2/28 6 MO LIBOR 2 JPM 289203104 Fixed Rate 1 JPM 289203142 2/28 6 MO LIBOR 1 JPM 289203150 2/28 6 MO LIBOR 1 JPM 289203167 2/28 6 MO LIBOR 1 JPM 289203181 2/28 6 MO LIBOR 1 JPM 289203186 2/28 6 MO LIBOR 1 JPM 289203204 2/28 6 MO LIBOR 1 JPM 289203222 2/28 6 MO LIBOR 3 JPM 289203437 2/28 6 MO LIBOR 3 JPM 289203487 2/28 6 MO LIBOR 3 JPM 289301511 2/28 6 MO LIBOR 1 JPM 289301894 Fixed Rate 2 JPM 289301899 2/28 6 MO LIBOR 1 JPM 289301918 2/28 6 MO LIBOR 2 JPM 289301946 2/28 6 MO LIBOR 1 JPM 289302097 2/28 6 MO LIBOR 3 JPM 289302133 2/28 6 MO LIBOR 1 JPM 289302287 2/28 6 MO LIBOR 3 JPM 289401190 Fixed Rate Balloon 2 JPM 289401282 Fixed Rate 2 JPM 289401389 2/28 6 MO LIBOR 1 JPM 289401461 Fixed Rate 2 JPM 289401468 2/28 6 MO LIBOR 1 JPM 289401545 2/28 6 MO LIBOR 2 JPM 289401567 2/28 6 MO LIBOR 2 JPM 289401929 2/28 6 MO LIBOR 2 JPM 289401954 Fixed Rate 2 JPM 289402013 2/28 6 MO LIBOR 1 JPM 289402161 2/28 6 MO LIBOR 3 JPM 289402314 Fixed Rate 3 JPM 289402345 2/28 6 MO LIBOR 3 JPM 289402478 3/27 6 MO LIBOR 3 JPM 289500244 2/28 6 MO LIBOR IO 2 JPM 289500274 2/28 6 MO LIBOR 2 JPM 289500275 Fixed Rate 2 JPM 289500278 3/27 6 MO LIBOR 3 JPM 289500284 2/28 6 MO LIBOR 2 JPM 289500297 3/27 6 MO LIBOR 2 JPM 289500304 2/28 6 MO LIBOR 2 JPM 289500305 Fixed Rate 2 JPM 289500307 3/27 6 MO LIBOR 2 JPM 289500315 2/28 6 MO LIBOR 2 JPM 289500339 2/28 6 MO LIBOR 2 JPM 289500340 2/28 6 MO LIBOR 2 JPM 289500349 Fixed Rate 2 JPM 289500374 Fixed Rate 3 JPM 289500400 2/28 6 MO LIBOR 3 JPM 289500401 3/27 6 MO LIBOR 1 JPM 289500408 Fixed Rate 3 JPM 289500413 2/28 6 MO LIBOR 3 JPM 289500425 3/27 6 MO LIBOR 3 JPM 289500434 3/27 6 MO LIBOR 3 JPM 289500435 Fixed Rate 3 JPM 289600248 2/28 6 MO LIBOR 2 JPM 289600302 2/28 6 MO LIBOR IO 2 JPM 289600406 2/28 6 MO LIBOR IO 3 JPM 289600411 2/28 6 MO LIBOR IO 2 JPM 289600420 2/28 6 MO LIBOR 3 JPM 289600480 2/28 6 MO LIBOR IO 3 JPM 289600485 2/28 6 MO LIBOR 2 JPM 289600537 2/28 6 MO LIBOR IO 3 JPM 289600567 2/28 6 MO LIBOR 3 JPM 289600591 2/28 6 MO LIBOR 3 JPM 289600603 Fixed Rate IO 3 JPM 289600614 2/28 6 MO LIBOR IO 3 JPM 289600631 Fixed Rate Balloon 3 JPM 289600696 Fixed Rate 3 JPM 289801683 2/28 6 MO LIBOR 2 JPM 289801732 Fixed Rate 3 JPM 289801777 2/28 6 MO LIBOR 1 JPM 289802111 Fixed Rate 3 JPM 289802141 Fixed Rate 1 JPM 289802253 2/28 6 MO LIBOR 3 JPM 289900006 Fixed Rate 3 JPM 289900608 Fixed Rate 2 JPM 289901035 Fixed Rate 2 JPM 289901266 2/28 6 MO LIBOR 2 JPM 289901306 2/28 6 MO LIBOR 2 JPM 289901324 2/28 6 MO LIBOR 2 JPM 289901441 Fixed Rate 2 JPM 289901710 2/28 6 MO LIBOR 2 JPM 289901772 Fixed Rate 1 JPM 289901879 2/28 6 MO LIBOR 1 JPM 289901904 2/28 6 MO LIBOR 1 JPM 289901920 2/28 6 MO LIBOR 1 JPM 289902040 2/28 6 MO LIBOR 3 JPM 289902055 2/28 6 MO LIBOR 3 JPM 289902188 2/28 6 MO LIBOR 3 JPM 290000005 2/28 6 MO LIBOR 1 JPM 290000064 2/28 6 MO LIBOR 1 JPM 290000095 2/28 6 MO LIBOR 3 JPM 290200743 Fixed Rate 1 JPM 290200828 2/28 6 MO LIBOR 2 JPM 290200878 2/28 6 MO LIBOR 2 JPM 290201420 2/28 6 MO LIBOR 3 JPM 290201448 2/28 6 MO LIBOR 3 JPM 290300076 2/28 6 MO LIBOR 2 JPM 290300109 2/28 6 MO LIBOR 2 JPM 290300275 2/28 6 MO LIBOR 2 JPM 290300517 2/28 6 MO LIBOR 2 JPM 290300548 2/28 6 MO LIBOR 2 JPM 290300549 Fixed Rate 2 JPM 290300592 2/28 6 MO LIBOR 2 JPM 290300634 Fixed Rate 2 JPM 290300746 2/28 6 MO LIBOR 1 JPM 290300758 2/28 6 MO LIBOR 1 JPM 290300927 Fixed Rate 1 JPM 290301015 2/28 6 MO LIBOR 1 JPM 290301108 2/28 6 MO LIBOR 2 JPM 290301381 2/28 6 MO LIBOR 3 JPM 290301407 Fixed Rate 3 JPM 290301559 2/28 6 MO LIBOR 3 JPM 290400004 Fixed Rate Balloon 2 JPM 290400011 2/28 6 MO LIBOR 1 JPM 290400259 2/28 6 MO LIBOR 1 JPM 290400615 Fixed Rate 3 JPM 290500025 3/27 6 MO LIBOR 1 JPM 290500029 2/28 6 MO LIBOR 1 JPM 290500569 2/28 6 MO LIBOR 3 JPM 290600077 2/28 6 MO LIBOR 1 JPM 290600154 Fixed Rate 3 JPM 290800024 Fixed Rate 3 JPM 290900066 2/28 6 MO LIBOR 3 JPM 291000024 2/28 6 MO LIBOR 1 JPM 291000084 6 MO LIBOR 1 JPM 291000114 2/28 6 MO LIBOR 1 JPM 291000136 2/28 6 MO LIBOR 3 JPM 291000173 2/28 6 MO LIBOR 3 JPM 291000206 2/28 6 MO LIBOR 3 JPM 291000234 2/28 6 MO LIBOR 3 JPM 291000250 2/28 6 MO LIBOR 3 JPM 291000257 2/28 6 MO LIBOR 3 JPM 291000349 2/28 6 MO LIBOR 3 JPM 291000406 2/28 6 MO LIBOR 3 JPM 291100015 2/28 6 MO LIBOR 1 JPM 291100043 2/28 6 MO LIBOR 1 JPM 291100075 2/28 6 MO LIBOR 3 JPM 291100117 2/28 6 MO LIBOR 1 JPM 291100153 2/28 6 MO LIBOR 3 JPM 291100234 2/28 6 MO LIBOR 3 JPM 291100444 2/28 6 MO LIBOR 3 JPM 291300090 Fixed Rate 3 JPM
EXHIBIT E
REQUEST FOR RELEASE
To: |
JPMorgan Chase Bank, N.A. 0 Xxx Xxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 |
Re: |
Pooling and Servicing Agreement dated as of November 1, 2005, among Financial Asset Securities Corp. as Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as Servicers and JPMorgan Chase Bank, N.A., a national banking association, as Trustee |
In connection with the administration of the Mortgage Loans held by you as Trustee pursuant to the above-captioned Pooling and Servicing Agreement, we request the release, and hereby acknowledge receipt of the Trustee’s Mortgage File Or the Mortgage Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_________1. |
Mortgage Paid in Full |
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Foreclosure |
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Substitution |
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Other Liquidation (Repurchases, etc.) |
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Nonliquidation |
Reason:_____________________ |
Address to which Trustee should deliver
the Trustee’s Mortgage File:
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By: |
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(authorized signer) |
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Issuer: |
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Address: |
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Date: |
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Trustee
JPMorgan Chase Bank, N.A.
Please acknowledge the execution of the above request by your signature and date below:
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Signature |
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Date |
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Documents returned to Trustee:
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Trustee |
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Date |
EXHIBIT F-1
FORM OF INITIAL CERTIFICATION
[ DATE ]
Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 |
Centex Home Equity Company, LLC 0000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, Xxxxx 00000 |
HomEq Servicing Corporation 0000 Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxxxxxxx 00000-0000 |
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Re: |
Pooling and Servicing Agreement, dated as of November 1, 2005, among Financial Asset Securities Corp., Centex Home Equity Company, LLC, HomEq Servicing Corporation and JPMorgan Chase Bank, N.A., Asset-Backed Certificates, Series 2005-CTX1 |
Ladies and Gentlemen:
Attached is the preliminary exception report delivered in accordance with Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Pooling and Servicing Agreement.
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), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)) of the Pooling and Servicing Agreement and if actually delivered to it, the documents required to be delivered to it pursuant to Section 2.01(vi) of the Pooling and Servicing 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 and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (1), (3), (10), (11), (12), (18), (24) and (25, but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File.
We have made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. We make no representations as to (i) the validity, legality, sufficiency, recordability, enforceability or genuineness of any of the documents contained in the Mortgage File pertaining to the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any
Mortgage File includes any of the documents specified in clause (vi) of Section 2.01 of the Pooling and Servicing Agreement.
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[TRUSTEE / CUSTODIAN] |
By: __________________________
Name:
Title:
EXHIBIT F-2
FORM OF FINAL CERTIFICATION
________________
[Date]
Financial Asset Securities Corp.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
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Re: |
Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2005 among Financial Asset Securities Corp., as Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as Servicers and JPMorgan Chase Bank, N.A., as Trustee with respect to Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 |
Ladies and Gentlemen:
In accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, 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 Schedule I hereto) it has all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)) of the Pooling and Servicing Agreement and if actually delivered to it, the documents required to be delivered to it pursuant to Section 2.01(vi) of the Pooling and Servicing Agreement in its possession.
The undersigned hereby certifies that as to each Mortgage Loan identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I hereto, it has reviewed the documents listed above and has determined that each such document appears to be regular on its face and relates to such Mortgage Loan and, based on an examination of such documents, the information set forth in item 1 of the definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement accurately reflects information in the Mortgage File.
We have made no independent examination of any documents contained in each Mortgage File beyond the review specifically required in the Pooling and Servicing Agreement. We make no representations as to (i) the validity, legality, sufficiency, recordability, enforceability or genuineness of any of the documents contained in the Mortgage File pertaining to the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness or suitability of any such Mortgage Loan or (iii) whether any Mortgage File includes any of the documents specified in clause (vi) of Section 2.01 of the Pooling and Servicing Agreement.
Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Pooling and Servicing Agreement.
[TRUSTEE / CUSTODIAN]
By: ________________________________
Name:
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Title: |
EXHIBIT F-3
FORM OF RECEIPT OF MORTGAGE NOTE
Financial Asset Securities Corp.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
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Re: |
Soundview Home Loan Trust 2005-CTX1, |
Asset-Backed Certificates Series 2005-CTX1
Ladies and Gentlemen:
X.X. Xxxxxx Trust Company, National Association, in its capacity as custodian (the “Custodian”) under the Pooling and Servicing Agreement dated as of November 1, 2005, among Financial Asset Securities Corp. as Depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as Servicers and JPMorgan Chase Bank, N.A., as Trustee, hereby acknowledges receipt of either (i) the related original Mortgage Note or (ii) a Lost Note Affidavit, for each Mortgage Loan (with any exceptions noted).
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The Schedule of Mortgage Loans is attached to this receipt as Schedule I. |
The Custodian hereby additionally acknowledges that it shall review such items as required by Section 2.01 of the Pooling and Servicing Agreement.
X.X. XXXXXX TRUST COMPANY, NATIONAL ASSOCIATION, as Custodian
By: __________________________________
Name:
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Title: |
EXHIBIT G
FORM OF ANNUAL STATEMENT AS TO COMPLIANCE
Soundview Home Loan Trust 2005-CTX1
Asset-Backed Certificates, Series 2005-CTX1
I, ______________________________, hereby certify that I am a duly appointed __________________________ of ________________________________ (the “Servicer”), and further certify as follows:
1. This certification is being made pursuant to the terms of the Pooling and Servicing Agreement, dated as of November 1, 2005, (the “Agreement”), among Financial Asset Securities Corp., as depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers and JPMorgan Chase Bank, as trustee.
2. I have reviewed the activities of the Servicer during the preceding calendar year and the Servicer’s performance under the Agreement and to the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement throughout the year in all material respects.
Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.
Dated: _____________
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of _____________.
By: _____________________________
Name:
Title:
I, ___________________________, a (an) __________________ of the Servicer, hereby certify that ________________________________ is a duly elected, qualified, and acting _______________________ of the Servicer and that the signature appearing above is his/her genuine signature.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________.
By: _____________________________
Name:
Title:
EXHIBIT H
FORM OF LOST NOTE AFFIDAVIT
Personally appeared before me the undersigned authority to administer oaths, _______________________________ who first being duly sworn deposes and says: Deponent is ___________________________ of ____________________________, successor by merger to _________________________ (“Seller”) and who has personal knowledge of the facts set out in this affidavit.
On _________________________________, ______________________________________ did execute and deliver a promissory note in the principal amount of $____________________.
That said note has been misplaced or lost through causes unknown and is presently lost and unavailable after diligent search has been made. Seller’s records show that an amount of principal and interest on said note is still presently outstanding, due, and unpaid, and Seller is still owner and holder in due course of said lost note.
Seller executes this Affidavit for the purpose of inducing JPMorgan Chase Bank, N.A., as trustee on behalf of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates Series 2005-CTX1, to accept the transfer of the above described loan from Seller.
Seller agrees to indemnify JPMorgan Chase Bank, N.A. and Financial Asset Securities Corp. harmless for any losses incurred by such parties resulting from the above described promissory note has been lost or misplaced.
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On this ______ day of ______________, 20_, before me, a Notary Public, in and for said County and State, appeared , who acknowledged the extension of the foregoing and who, having been duly sworn, states that any representations therein contained are true.
Witness my hand and Notarial Seal this _________ day of 20__.
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My commission expires __________________________
EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that JPMorgan Chase Bank, N.A., a national banking association, having a place of business at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, X.X. 00000, as Trustee (and in no personal or other representative capacity), under the Pooling and Servicing Agreement, dated November 1, 2005 (the “PSA”), among Financial Asset Securities Corp., as depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers and JPMorgan Chase Bank, N.A., as trustee (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement” capitalized terms not defined herein have the definitions assigned to such terms in the Agreement), relating to Soundview Home Loan Trust 2005-CTX1, hereby appoints ________________________________, in its capacity as the Servicer under the Agreement as the Trustee’s true and lawful Special Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, but only in its capacity as Trustee aforesaid, to perform all acts and execute all documents as may be customary, necessary and appropriate to effectuate the following enumerated transactions in respect of any mortgage, deed of trust, promissory note or real estate owned from time to time owned (beneficially or in title, whether the Trustee is named therein as mortgagee or beneficiary or has become mortgagee or beneficiary by virtue of endorsement, assignment or other conveyance) or held by or registered to the Trustee (directly or through custodians or nominees), or in respect of which the Trustee has a security interest or other lien, all as provided under the Agreement and only to the extent the Trustee has an interest therein under the Agreement, and in respect of which the Servicer is acting as servicer pursuant to the Agreement (collectively the “Mortgage Documents”).
This appointment shall apply to the following enumerated transactions under the Agreement only:
1. The modification or re-recording of any Mortgage Document for the purpose of correcting it to conform to the original intent of the parties thereto or to correct title errors discovered after title insurance was issued and where such modification or re-recording does not adversely affect the lien under the Mortgage Document as insured.
2. The subordination of the lien under a Mortgage Document to an easement in favor of a public utility company or a state or federal agency or unit with powers of eminent domain including, without limitation, the execution of partial satisfactions/releases, partial reconveyances and the execution of requests to trustees to accomplish same.
3. The conveyance of the properties subject to a Mortgage Document to the applicable mortgage insurer, or the closing of the title to the property to be acquired as real estate so owned, or conveyance of title to real estate so owned.
4. The completion of loan assumption and modification agreements in respect of Mortgage Documents.
5. The full or partial satisfaction/release of a Mortgage Document or full conveyance upon payment and discharge of all sums secured thereby, including, without limitation, cancellation of the related note.
6. The assignment of any Mortgage Document, in connection with the repurchase of the mortgage loan secured and evidenced thereby.
7. The full assignment of a Mortgage Document upon payment and discharge of all sums secured thereby in conjunction with the refinancing thereof, including, without limitation, the assignment of the related note.
8. With respect to a Mortgage Document, the foreclosure, the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial foreclosure or termination, cancellation or rescission of any such foreclosure, including, without limitation, any and all of the following acts:
a. the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the deed of trust;
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the preparation and issuance of statements of breach or non-performance; |
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the preparation and filing of notices of default and/or notices of sale; |
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the cancellation/rescission of notices of default and/or notices of sale; |
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the taking of a deed in lieu of foreclosure; and |
f. the preparation and execution of such other documents and performance of such other actions as may be necessary under the terms of the Mortgage Document or state law to expeditiously complete said transactions in paragraphs 8(a) through 8(e), above.
9. Demand, xxx for, recover, collection and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed by the Trustee under the Mortgage Documents, and to use or take any lawful means for recovery thereof by legal process or otherwise.
10. Endorse on behalf of the Trustee all checks, drafts and/or negotiable instruments made payable to the Trustee in respect of the Mortgage Documents.
The Trustee gives the Special Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by this Limited Power of Attorney, subject to the terms and conditions set forth in the Agreement including the standard of care applicable to servicers in the Agreement, and hereby does ratify and confirm to what such Special Attorney-in-Fact shall lawfully do or cause to be done by authority hereof.
IN WITNESS WHEREOF, the Trustee has caused its corporate name and seal to be hereto signed and affixed and these presents to be acknowledged by its duly elected and authorized officer this ______th day of ___ _________, 2005.
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JPMORGAN CHASE BANK, N.A., as Trustee |
By:_______________________________
Name:
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Title: |
Senior Vice President |
WITNESS:
By:_______________________________
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Name: | |
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Title: |
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WITNESS:
By:_______________________________
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Name: | |
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Title: |
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XXXXX XX XXX XXXX
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XXXXXX XX XXX XXXX
Xx _______________, 2005, before me, the undersigned, a Notary Public in and for said state, personally appeared _______________________, personally known to me to be the person whose name is subscribed to the within instrument and to be a duly authorized and acting Senior Vice President of JPMorgan Chase Bank, N.A., and such person acknowledged to me that such person executed the within instrument in such person's authorized capacity as a Senior Vice President of JPMorgan Chase Bank, N.A., and that by such signature on the within instrument the entity upon behalf of which such person acted executed the instrument.
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WITNESS my hand and official seal. |
______________________________
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Notary Public |
EXHIBIT J
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Financial Asset Securities Corp.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: |
Soundview Home Loan Trust 2005-CTX1, |
Ladies and Gentlemen:
In connection with our acquisition of the above-captioned Certificates, we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we are an “accredited investor,” as defined in Regulation D under the Act, and have such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (e) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement.
Very truly yours,
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[NAME OF TRANSFEREE] |
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Authorized Officer |
FORM OF RULE 144A INVESTMENT LETTER
[DATE]
Financial Asset Securities Corp.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
JPMorgan Chase Bank, N.A.
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: |
Soundview Home Loan Trust 2005-CTX1, |
Ladies and Gentlemen:
In connection with our acquisition of the above Certificates we certify that (a) we understand that the Certificates are not being registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws and are being transferred to us in a transaction that is exempt from the registration requirements of the Act and any such laws, (b) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (c) we are not an employee benefit plan that is subject to the Employee Retirement Income Security Act of 1974, as amended, or a plan that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on behalf of any such plan, (d) we have not, nor has anyone acting on our behalf offered, transferred, pledged, sold or otherwise disposed of the Certificates, any interest in the Certificates or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Certificates, any interest in the Certificates or any other similar security from, or otherwise approached or negotiated with respect to the Certificates, any interest in the Certificates or any other similar security with, any person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action, that would constitute a distribution of the Certificates under the Securities Act or that would render the disposition of the Certificates a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (e) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2. We are aware that the sale to us is being made in reliance on Rule 144A. We are acquiring the Certificates for our own account or for resale pursuant to Rule 144A and further, understand that such Certificates may be resold, pledged or transferred only (i) to a person reasonably believed to be a qualified institutional buyer that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from registration under the Securities Act.
Very truly yours,
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[NAME OF TRANSFEREE] |
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Authorized Officer |
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial Officer, Senior Vice President or other executive officer of the Buyer.
2. In connection with purchases by the Buyer, the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary basis $ in securities (except for the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A and (ii) the Buyer satisfies the criteria in the category marked below.
______________ Corporation, etc. The Buyer is a corporation (other than a bank, savings and loan association or similar institution), Massachusetts or similar business trust, partnership, or charitable organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
________________ Bank. The Buyer (a) is a national bank or banking institution organized under the laws of any State, territory or the District of Columbia, the business of which is substantially confined to banking and is supervised by the State or territorial banking commission or similar official or is a foreign bank or equivalent institution, and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
____________ Savings and Loan. The Buyer (a) is a savings and loan association, building and loan association, cooperative bank, homestead association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any such institutions or is a foreign savings and loan association or equivalent institution and (b) has an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial statements, a copy of which is attached hereto.
_________________________
Buyer must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or invest on a discretionary basis at least $10,000,000 in securities.
_________ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.
______________ Insurance Company. The Buyer is an insurance company whose primary and predominant business activity is the writing of insurance or the reinsuring of risks underwritten by insurance companies and which is subject to supervision by the insurance commissioner or a similar official or agency of a State, territory or the District of Columbia.
___________ State or Local Plan. The Buyer is a plan established and maintained by a State, its political subdivisions, or any agency or instrumentality of the State or its political subdivisions, for the benefit of its employees.
_______________ ERISA Plan. The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.
Investment Advisor. The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.
______________ Small Business Investment Company. Buyer is a small business investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
___________ Business Development Company. Buyer is a business development company as defined in Section 202(a)(22) of the Investment Advisors Act of 1940.
3. The term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are affiliated with the Buyer, (ii) securities that are part of an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iv) bank deposit notes and certificates of deposit (v) loan participations, (vi) repurchase agreements, (vii) securities owned but subject to a repurchase agreement and (viii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Buyer, the Buyer used the cost of such securities to the Buyer and did not include any of the securities referred to in the preceding paragraph, except (i) where the Buyer reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market. Further, in determining such aggregate amount, the Buyer may have included securities owned by subsidiaries of the Buyer, but only if such subsidiaries are consolidated with the Buyer in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such subsidiaries are managed under the Buyer’s direction. However, such securities were not included if the Buyer is a majority-owned, consolidated subsidiary of another enterprise and the Buyer is not itself a reporting company under the Securities Exchange Act of 1934, as amended.
5. The Buyer acknowledges that it is familiar with Rule 144A and understands that the seller to it and other parties related to the Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer may be in reliance on Rule 144A.
6. Until the date of purchase of the Rule 144A Securities, the Buyer will notify each of the parties to which this certification is made of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification as of the date of such purchase. In addition, if the Buyer is a bank or savings and loan is provided above, the Buyer agrees that it will furnish to such parties updated annual financial statements promptly after they become available.
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ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the “Buyer”) hereby certifies as follows to the parties listed in the Rule 144A Transferee Certificate to which this certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a “qualified institutional buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment company registered under the Investment Company Act of 1940, as amended and (ii) as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at least $100,000,000 in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year. For purposes of determining the amount of securities owned by the Buyer or the Buyer’s Family of Investment Companies, the cost of such securities was used, except (i) where the Buyer or the Buyers Family of Investment Companies reports its securities holdings in its financial statements on the basis of their market value, and (ii) no current information with respect to the cost of those securities has been published. If clause (ii) in the preceding sentence applies, the securities may be valued at market.
__________ The Buyer owned $_________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
_________ The Buyer is part of a Family of Investment Companies which owned in the aggregate $___________ in securities (other than the excluded securities referred to below) as of the end of the Buyer’s most recent fiscal year (such amount being calculated in accordance with Rule 144A).
3. The term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered investment companies (or series thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries of the same parent or because one investment adviser is a majority owned subsidiary of the other).
4. The term “SECURITIES” as used herein does not include (i) securities of issuers that are affiliated with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any instrumentality thereof, (iii) bank deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that the parties listed in the Rule 144A Transferee Certificate to which this certification relates are relying and will continue to rely on the statements made herein because one or more sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s own account.
6. Until the date of purchase of the Certificates, the undersigned will notify the parties listed in the Rule 144A Transferee Certificate to which this certification relates of any changes in the information and conclusions herein. Until such notice is given, the Buyer’s purchase of the Certificates will constitute a reaffirmation of this certification by the undersigned as of the date of such purchase.
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EXHIBIT K
FORM OF TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES
PURSUANT TO SECTION 5.02(D)
SOUNDVIEW HOME LOAN TRUST 2005-CTX1
ASSET-BACKED CERTIFICATES, SERIES 2005-CTX1
STATE OF |
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COUNTY OF |
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The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is an officer of, the proposed Transferee of an Ownership Interest in a Residual Certificate (the “Certificate”) issued pursuant to the Pooling and Servicing Agreement dated as of November 1, 2005 (the “Agreement”), among Financial Asset Securities Corp., as depositor (the “Depositor”), Centex Home Equity Company, LLC and HomEq Servicing Corporation, as servicers (the “Servicers”) and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”). Capitalized terms used, but not defined herein or in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the Agreement. The Transferee has authorized the undersigned to make this affidavit on behalf of the Transferee for the benefit of the Depositor and the Trustee.
2. The Transferee is, as of the date hereof, and will be, as of the date of the Transfer, a Permitted Transferee. The Transferee is acquiring its Ownership Interest in the Certificate for its own account. The Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax will be imposed on Transfers of the Certificate to Persons that are not Permitted Transferees; (ii) such tax will be imposed on the transferor, or, if such Transfer is through an agent (which includes a broker, nominee or middleman) for a Person that is not a Permitted Transferee, on the agent; and (iii) the Person otherwise liable for the tax shall be relieved of liability for the tax if the subsequent Transferee furnished to such Person an affidavit that such subsequent Transferee is a Permitted Transferee and, at the time of Transfer, such Person does not have actual knowledge that the affidavit is false.
4. The Transferee has been advised of, and understands that a tax will be imposed on a “pass-through entity” holding the Certificate if at any time during the taxable year of the pass-through entity a Person that is not a Permitted Transferee is the record holder of an interest in such entity. The Transferee understands that such tax will not be imposed for any period with respect to which the record holder furnishes to the pass-through entity an affidavit that such record holder is a Permitted Transferee and the pass-through entity does not have actual knowledge that such affidavit is false. (For this purpose, a “pass-through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a
partnership, trust or estate, and certain cooperatives and, except as may be provided in Treasury Regulations, persons holding interests in pass-through entities as a nominee for another Person.)
5. The Transferee has reviewed the provisions of Section 5.02(d) of the Agreement and understands the legal consequences of the acquisition of an Ownership Interest in the Certificate including, without limitation, the restrictions on subsequent Transfers and the provisions regarding voiding the Transfer and mandatory sales. The Transferee expressly agrees to be bound by and to abide by the provisions of Section 5.02(d) of the Agreement and the restrictions noted on the face of the Certificate. The Transferee understands and agrees that any breach of any of the representations included herein shall render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any Person to whom the Transferee attempts to Transfer its Ownership Interest in the Certificate, and in connection with any Transfer by a Person for whom the Transferee is acting as nominee, trustee or agent, and the Transferee will not Transfer its Ownership Interest or cause any Ownership Interest to be Transferred to any Person that the Transferee knows is not a Permitted Transferee. In connection with any such Transfer by the Transferee, the Transferee agrees to deliver to the Trustee a certificate substantially in the form set forth as Exhibit L to the Agreement (a “Transferor Certificate”) to the effect that such Transferee has no actual knowledge that the Person to which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee has historically paid its debts as they have come due, intends to pay its debts as they come due in the future, and understands that the taxes payable with respect to the Certificate may exceed the cash flow with respect thereto in some or all periods and intends to pay such taxes as they become due. The Transferee does not have the intention to impede the assessment or collection of any tax legally required to be paid with respect to the Certificate.
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The Transferee’s taxpayer identification number is ___________. |
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The Transferee is a U.S. Person as defined in Code Section 7701(a)(30). |
10. The Transferee is aware that the Certificate may be a “noneconomic residual interest” within the meaning of proposed Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, unless no significant purpose of the transfer was to impede the assessment or collection of tax.
11. The Transferee will not cause income from the Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Transferee or any other U.S. person.
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Check one of the following: |
[_] The present value of the anticipated tax liabilities associated with holding the Certificate, as applicable, does not exceed the sum of:
(i) |
the present value of any consideration given to the Transferee to acquire such Certificate; |
(ii) |
the present value of the expected future distributions on such Certificate; and |
(iii) |
the present value of the anticipated tax savings associated with holding such Certificate as the related REMIC generates losses. |
For purposes of this calculation, (i) the Transferee is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Transferee has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Transferee.
[_] The transfer of the Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,
(i) |
the Transferee is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Certificate will only be taxed in the United States; |
(ii) |
at the time of the transfer, and at the close of the Transferee’s two fiscal years preceding the year of the transfer, the Transferee had gross assets for financial reporting purposes (excluding any obligation of a person related to the Transferee within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million; |
(iii) |
the Transferee will transfer the Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and |
(iv) |
the Transferee determined the consideration paid to it to acquire the Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Transferee) that it has determined in good faith. |
[_] None of the above.
13. The Transferee is not an employee benefit plan that is subject to Title I of ERISA or a plan that is subject to Section 4975 of the Code or a plan subject to any Federal, state or local law that is substantially similar to Title I of ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf of or investing plan assets of such a plan.
IN WITNESS WHEREOF, the Transferee has caused this instrument to be executed on its behalf, pursuant to authority of its Board of Directors, by its duly authorized officer and its corporate seal to be hereunto affixed, duly attested, this day of , 20 .
[NAME OF TRANSFEREE] | ||||||
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[Corporate Seal]
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ATTEST: |
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[Assistant] Secretary |
Personally appeared before me the above-named __________, known or proved to me to be the same person who executed the foregoing instrument and to be the ___________ of the Transferee, and acknowledged that he executed the same as his free act and deed and the free act and deed of the Transferee.
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Subscribed and sworn before me this |
day of |
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NOTARY PUBLIC
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My Commission expires the __ day
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EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[DATE]
Financial Asset Securities Corp.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Re: |
Soundview Home Loan Trust 2005-CTX1, |
Ladies and Gentlemen:
In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act, (c) to the extent we are disposing of a Class o Certificate, we have no knowledge the Transferee is not a Permitted Transferee and (d) no purpose of the proposed disposition of a Class o Certificate is to impede the assessment or collection of tax.
Very truly yours,
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TRANSFEROR | |
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By: |
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Name: |
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Title: |
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EXHIBIT M
FORM OF ERISA REPRESENTATION LETTER
_____________, 20__
Financial Asset Securities Corp. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, Xxxxxxxxxxx 00000 |
JPMorgan Chase Bank, N.A. 0 Xxx Xxxx Xxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000-0000 |
Re: |
Soundview Home Loan Trust 2005-CTX1, |
Dear Sirs:
_______________________________ (the “Transferee”) intends to acquire from ___________________________ (the “Transferor”) $____________ Initial Certificate Principal Balance Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates Series 2005-CTX1, Class [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of November 1, 2005 among Financial Asset Securities Corp. as depositor (the “Depositor”), Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers (the “Servicers”) and JPMorgan Chase Bank, N.A. as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned thereto in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to, and covenants with the Depositor, the Trustee and the Servicers the following:
The Certificates (i) are not being acquired by, and will not be transferred to, any employee benefit plan within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or other retirement arrangement, including individual retirement accounts and annuities, Xxxxx plans and bank collective investment funds and insurance company general or separate accounts in which such plans, accounts or arrangements are invested, that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan assets” of a Plan within the meaning of the Department of Labor (“DOL”) regulation, 29 C.F.R.ss.2510.3-101, and (iii) will not be transferred to any entity that is deemed to be investing in plan assets within the meaning of the DOL regulation at 29 X.X.X.xx. 2510.3-101.
Very truly yours,
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[Transferee] | |
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By: |
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Name: |
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Title: |
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EXHIBIT N-1
FORM CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K
Re: |
Soundview Home Loan Trust, Series 2005-CTX1 |
I, [_____], certify that:
l. I have reviewed this annual report on Form 10-K, and all reports on Form 8-K containing distribution and servicing reports filed in respect of periods included in the year covered by this annual report, of Soundview Home Loan Trust, Asset-Backed Certificates, Series 2005-CTX1;
2. Based on my knowledge, the information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required to be provided to the trustee by the servicers under the pooling and servicing, or similar, agreement, for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in the report and required to be delivered to the trustee in accordance with the terms of the pooling and servicing, or similar, agreement, and except as disclosed in the reports, the servicers have fulfilled each of its obligations under the servicing agreement; and
5. The reports disclose all significant deficiencies relating to the servicers’ compliance with the minimum servicing standards based upon the report provided by an independent public accountant, after conducting a review in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar procedure, as set forth in the pooling and servicing, or similar, agreement, that is included in these reports.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Centex Home Equity Company, LLC, HomEq Servicing Corporation and JPMorgan Chase Bank, N.A.
Date: [__], 2005
FINANCIAL ASSET SECURITIES CORP.
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By: |
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Name: |
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Title: |
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Date: |
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EXHIBIT N-2
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE TRUSTEE
Re: |
Soundview Home Loan Trust 2005-CTX1 (the “Trust”) |
I, [identify the certifying individual], a [title] of JPMorgan Chase Bank, N.A., as Trustee of the Trust, hereby certify to Financial Asset Securities Corp. (the “Depositor”), and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the fiscal year [___], and all reports on Form 8-K containing distribution reports filed in respect of periods included in the year covered by that annual report, of the Depositor relating to the above-referenced trust;
2. Subject to paragraph 4 hereof, based on my knowledge, the information in these distribution reports prepared by the Trustee, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report; and
3. Based on my knowledge, the distribution information required to be provided by the Trustee under the Pooling and Servicing Agreement is included in these reports.
4. In compiling the Distribution Information and making the foregoing certifications, the Trustee has relied upon information furnished to it by the Servicers under the Pooling and Servicing Agreement. The Trustee shall have no responsibility or liability for any inaccuracy in such reports resulting from information so provided to it by the Servicers.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement, dated November 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor as depositor, Centex Home Equity Company, LLC and HomEq Servicing Corporation as servicers and JPMorgan Chase Bank, N.A. as trustee.
JPMORGAN CHASE BANK, N.A., as Trustee
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Date: |
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EXHIBIT N-3
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE SERVICERS
Re: |
Soundview Home Loan Trust, Series 2005-CTX1 |
I, [identify the certifying individual], acting of Centex Home Equity Company, LLC (“Centex”), certify to Financial Asset Securities Corp. (the “Depositor”) and its respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the information provided to the Trustee by Centex pursuant to the Pooling and Servicing Agreement in respect of periods included in the year covered by that annual report, of the Depositor relating to the Trust Fund (the “Servicing Information”);
2. Based on my knowledge, the Servicing Information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by such report;
3. Based on my knowledge, the Servicing Information is correct in all material respects;
4. I am responsible for reviewing the activities performed by Centex under the Pooling and Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except as disclosed to the Depositor and the Trustee, Centex has fulfilled its obligations under the Pooling and Servicing Agreement; and
5. I have disclosed to Centex’s certified public accountants and the Depositor all significant deficiencies relating to Centex’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated November 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, Centex and HomEq Servicing Corporation as servicers and JPMorgan Chase Bank, N.A. as trustee.
Centex Home Equity Company, LLC
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Date: |
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EXHIBIT N-3
FORM CERTIFICATION TO BE
PROVIDED TO DEPOSITOR BY THE SERVICERS
Re: |
Soundview Home Loan Trust, Series 2005-CTX1 |
I, [identify the certifying individual], acting of HomEq Servicing Corporation, (“HomEq”), certify to Financial Asset Securities Corp. (the “Depositor”), the Trustee and their respective officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the information provided to the Trustee by HomEq pursuant to the Pooling and Servicing Agreement and information correctly derived by the Trustee from such information and included in the annual report on Form 10-K for the fiscal year [___] and on all reports on Form 8-K filed in respect of periods included in the year covered by that annual report, of the Depositor relating to the Trust Fund (the “Servicing Information”);
2. Based on my knowledge, the Servicing Information in these reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading as of the last day of the period covered by that annual report;
3. I am responsible for reviewing the activities performed by HomEq under the Pooling and Servicing Agreement and based upon the review required under the Pooling and Servicing Agreement, and except as disclosed to the Depositor and the Trustee, HomEq has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects; and
4. Based on my knowledge, HomEq has disclosed to HomEq’s certified public accountants and the Depositor all significant deficiencies relating to HomEq’s compliance with the minimum servicing standards in accordance with a review conducted in compliance with the Uniform Single Attestation Program for Mortgage Bankers or similar standard as set forth in the Pooling and Servicing Agreement.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Pooling and Servicing Agreement, dated November 1, 2005 (the “Pooling and Servicing Agreement”), among the Depositor, Centex Home Equity Company, LLC and HomEq, as servicers and JPMorgan Chase Bank, N.A. as trustee.
HomEq Servicing Corporation
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Date: |
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EXHIBIT O
FORM OF CAP CONTRACT
Dated: November 15, 2005
Rate Cap Transaction
Re: BNY Reference No. 36943
Ladies and Gentlemen:
The purpose of this letter agreement (“Agreement”) is to confirm the terms and conditions of the rate cap Transaction entered into on the Trade Date specified below (the “Transaction”) between The Bank of New York (“BNY”), a trust company duly organized and existing under the laws of the State of New York and JPMorgan Chase Bank, N.A., not individually, but solely as Trustee on behalf of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1 (the “Counterparty”). This Agreement, which evidences a complete and binding agreement between you and us to enter into the Transaction on the terms set forth below, constitutes a “Confirmation” as referred to in the “ISDA Form Master Agreement” (as defined below), as well as a “Schedule” as referred to in the ISDA Form Master Agreement.
1. This Agreement is subject to the 2000 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). You and we have agreed to enter into this Agreement in lieu of negotiating a Schedule to the 1992 ISDA Master Agreement (Multicurrency—Cross Border) form (the “ISDA Form Master Agreement”) but, rather, an ISDA Form Master Agreement, as modified by the Schedule terms in Section 4 of this Confirmation (the “Master Agreement”), shall be deemed to have been executed by you and us on the date we entered into the Transaction. In the event of any inconsistency between the provisions of this Agreement and the Definitions or the ISDA Form Master Agreement, this Agreement shall prevail for purposes of the Transaction.
2. |
The terms of the particular Transaction to which this Confirmation relates are as follows: |
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Type of Transaction: |
Rate Cap |
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Notional Amount: |
With respect to any Calculation Period, the amount set forth for such period on Schedule I attached hereto. |
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Trade Date: |
November 15, 2005 |
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Effective Date: |
November 25, 2005 |
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Termination Date: |
August 25, 2008, subject to adjustment in accordance with the Following Business Day Convention |
Fixed Amounts:
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Fixed Amount Payer: |
Counterparty |
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Fixed Amount: |
USD 23,000.00 |
Fixed Amount Payment
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Date: |
November 29, 2005 |
Floating Amounts:
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Floating Rate Payer: |
BNY |
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Cap Rate: |
For each Calculation Period, as set forth for such period on Schedule I attached hereto. |
Floating Rate Payer
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Period End Dates: |
The 25th calendar day of each month during the Term of this Transaction, commencing December 25, 2005, and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. |
Floating Rate Payer
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Payment Dates: |
Early Payment shall be applicable. The Floating Rate Payer Payment Date shall be one (1) Business Day preceding each Floating Rate Payer Period End Date. |
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Floating Rate Option: |
USD-LIBOR-BBA; provided, however, if the Floating Rate determined from such Floating Rate Option for a Calculation Period is greater than the Ceiling Rate then the Floating Rate for such Calculation Period shall be deemed equal to the Ceiling Rate. |
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Designated Maturity: |
One month |
Floating Rate Day
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Count Fraction: |
Actual/360 |
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Reset Dates: |
The first day of each Calculation Period |
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Compounding: |
Inapplicable |
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Business Days: |
New York |
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Business Day Convention: |
Following |
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Calculation Agent: |
BNY |
Other: |
Pursuant to the Pooling and Servicing Agreement, Greenwich Capital Financial Products, Inc. (GCFP) or its Affiliates (as defined in the Pooling and Servicing Agreement) (collectively, "Greenwich") shall remit to Counterparty any amounts of cap proceeds included in amounts received by Greenwich under the Pooling and Servicing Agreement in respect of the ___________ owned by Greenwich. Counterparty shall, to the extent that it receives any such amounts from Greenwich pursuant to the Pooling and Servicing Agreement, provide notice to BNY and remit such amounts to BNY on such business day or, if not received in time to remit to BNY on the Following business day. For purposes of this Agreement, Counterparty shall be able to rely conclusively that each amount received from Greenwich pursuant to the Pooling and Servicing Agreement with respect to the foregoing sentences shall be the correct amount. |
For purposes of determining the maximum payment obligation and the net effective notional amount that BNY is ultimately subject to hereunder after giving effect to the language in the preceding paragraph, the Notional Amount for each Calculation Period shall be the lesser of (i) the amount set forth for such period in Schedule I attached hereto and (ii) the aggregate Certificate Principal Balance of the _______ as of the first day of the calendar month in which the Calculation Period ends, in each case reduced by the aggregate Certificate Principal Balance of the _______ owned by Greenwich as of the Record Date of such Certificates immediately preceding the related Floating Rate Payer Payment Date.
3. |
Additional Provisions: |
Each party hereto is hereby advised and acknowledges that the other party has engaged in (or refrained from engaging in) substantial financial transactions and has taken (or refrained from taking) other material actions in reliance upon the entry by the parties into the Transaction being entered into on the terms and conditions set forth herein.
4. |
Provisions Deemed Incorporated in a Schedule to the ISDA Form Master Agreement: |
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1) |
The parties agree that subparagraph (ii) of Section 2(c) of the ISDA Form Master Agreement will apply to any Transaction. |
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2) |
Termination Provisions. For purposes of the ISDA Form Master Agreement: |
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(a) |
“Specified Entity” is not applicable to BNY or Counterparty for any purpose. |
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(b) |
“Breach of Agreement” provision of Section 5(a)(ii) will not apply to BNY or Counterparty. |
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(c) |
“Credit Support Default” provisions of Section 5(a)(iii) will not apply to BNY or Counterparty. |
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(d) |
“Misrepresentation” provisions of Section 5(a)(iv) will not apply to BNY or Counterparty. |
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(e) |
“Default under Specified Transaction” is not applicable to BNY or Counterparty for any purpose, and, accordingly, Section 5(a)(v) shall not apply to BNY or Counterparty. |
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(f) |
The “Cross Default” provisions of Section 5(a)(vi) will not apply to BNY or to Counterparty. |
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(g) |
The “Bankruptcy” provision of Section 5(a)(vii)(2) will not apply to Counterparty. |
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(h) |
The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will not apply to BNY or Counterparty. |
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(i) |
The “Automatic Early Termination” provision of Section 6(a) will not apply to BNY or to Counterparty. |
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(j) |
Payments on Early Termination. For the purpose of Section 6(e) of this Agreement: |
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(i) |
Market Quotation will apply. |
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(ii) |
The Second Method will apply. |
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(k) |
“Termination Currency” means United States Dollars. |
3) |
Tax Representations. |
Payer Representations. For the purpose of Section 3(e) of this Agreement, BNY and Counterparty make the following representations:
It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under
Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:
(i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement;
(ii) the satisfaction of the agreement contained in Section 4 (a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a)(i) or 4(a)(iii) of this Agreement; and
(iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice of its legal or commercial position.
Payee Representations. For the purpose of Section 3(f) of this Agreement, BNY and Counterparty make the following representations.
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The following representation will apply to BNY: |
BNY is a trust company duly organized and existing under the laws of the State of New York and its U.S. taxpayer identification number is 000000000.
The following representation will apply to the Counterparty:
Counterparty is a “U.S. person” as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the “Regulations”) for United States federal income tax purposes.
4) Documents to be delivered. For the purpose of Sections 4(a) (i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable :
(a) Tax forms, documents or certificates to be delivered are:
Party required to deliver document |
Form/Document/ Certificate |
Date by which to be delivered |
Covered by Section 3(d) Representation |
BNY and Counterparty |
Any document required or reasonably requested to allow the other party to make payments under this Agreement without any deduction or withholding for or on the account of any tax. |
Upon the execution and delivery of this Agreement |
Yes |
(b) Other documents to be delivered are: |
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BNY |
A certificate of an authorized officer of the party, as to the incumbency and authority of the respective officers of the party signing this Agreement, any relevant Credit Support Document, or any Confirmation, as the case may be |
Upon the execution and delivery of this Agreement |
Yes |
Counterparty
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(i) a copy of the executed Pooling and Servicing Agreement, and (ii) an incumbency certificate verifying the true signatures and authority of the person or persons signing this letter agreement on behalf of the Counterparty |
Upon the execution and delivery of this Agreement and such Confirmation |
Yes |
BNY |
Any documents required by the receiving party to evidence the authority of the delivering party or its Credit Support Provider, if any, for it to execute and deliver this Agreement, any Confirmation, and any Credit Support Documents to which it is a party, and to evidence the authority of the delivering party or its Credit Support Provider to perform its obligations under this Agreement, such Confirmation and/or Credit Support Document, as the case may be |
Upon the execution and delivery of this Agreement |
Yes |
BNY |
A copy of the most recent publicly available regulatory call report.
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Promptly after request by the other party |
Yes |
Counterparty |
Certified copy of the Board of Directors resolution (or equivalent authorizing documentation) which sets forth the authority of each signatory to the Confirmation signing on its behalf and the authority of such party to enter into Transactions contemplated and performance of its obligations hereunder. |
Upon the execution and delivery of this Agreement |
Yes |
5) Miscellaneous.
(a) |
Address for Notices: For the purposes of Section 12(a) of this Agreement: |
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Address for notices or communications to BNY: |
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The Bank of New York |
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Swaps and Derivative Products Group | |||||
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Global Markets Derivatives |
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00 Xxx Xxxx 00xx Xxxxx |
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Xxx Xxxx, Xxx Xxxx 00000 |
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Attention: Xxxxx Xxxxxx |
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with copy to: |
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The Bank of New York |
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Swap Support |
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00 Xxx Xxxx 00xx Xxxxx |
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Xxx Xxxx, Xxx Xxxx 00000 | ||||||
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Attention: Xxxxxx Xxxxxxxx |
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Telephone: 000-000-0000 |
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Fax: 000-000-0000/5837 |
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(For all purposes) |
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Address for notices or communications to the Counterparty: |
Deutsche Bank National Trust Company,
0000 Xxxx Xx. Xxxxxx Xxxxx
Xxxxx Xxx, XX 00000
attn: Trust Admin
Ref: Soundview Home Loan Trust 2005-CTX1
(For all purposes)
(b) |
Process Agent. For the purpose of Section 13(c): |
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BNY appoints as its |
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Process Agent: |
Not Applicable | |
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The Counterparty appoints as its |
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Process Agent: |
Not Applicable | |
(c) |
Offices. The provisions of Section 10(a) will not apply to this Agreement; neither BNY nor the Counterparty have any Offices other than as set forth in the Notices Section and BNY agrees that, for purposes of Section 6(b) of this Agreement, it shall not in future have any Office other than one in the United States. |
(d) |
Multibranch Party. For the purpose of Section 10(c) of this Agreement: |
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BNY is not a Multibranch Party. |
The Counterparty is not a Multibranch Party.
(e) |
Calculation Agent. The Calculation Agent is BNY. |
(f) |
Credit Support Document. Not applicable for either BNY or the Counterparty. |
(g) |
Credit Support Provider. |
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BNY: |
Not Applicable |
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The Counterparty: |
Not Applicable |
(h) |
Governing Law. The parties to this Agreement hereby agree that the law of the State of New York shall govern their rights and duties in whole, without regard to conflict of law provisions thereof other than New York General Obligations Law Sections 5-1401 and 5-1402. |
(i) |
Severability. If any term, provision, covenant, or condition of this Agreement, or the application thereof to any party or circumstance, shall be held to be invalid or unenforceable (in whole or in part) for any reason, the remaining terms, provisions, covenants, and conditions hereof shall continue in full force and effect as if this Agreement had been executed with the invalid or unenforceable portion eliminated, so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter of this Agreement and the deletion of such portion of this Agreement will not substantially impair the respective benefits or expectations of the parties. |
The parties shall endeavor to engage in good faith negotiations to replace any invalid or unenforceable term, provision, covenant or condition with a valid or enforceable term,
provision, covenant or condition, the economic effect of which comes as close as possible to that of the invalid or unenforceable term, provision, covenant or condition.
(j) |
Consent to Recording. Each party hereto consents to the monitoring or recording, at any time and from time to time, by the other party of any and all communications between officers or employees of the parties, waives any further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording. |
(k) |
Waiver of Jury Trial. Each party waives any right it may have to a trial by jury in respect of any Proceedings relating to this Agreement or any Credit Support Document. |
(l) |
Limitation of Liability. It is expressly understood and agreed by the parties hereto that (a) this letter agreement is executed and delivered by Deutsche Bank National Trust Company (“DBNTC”), not individually or personally but solely as trustee, in the exercise of the powers and authority conferred and vested in it, (b) the representations, undertakings and agreements herein made on the part of the trust created pursuant to the Pooling and Servicing Agreement , are made and intended not as personal representations, undertakings and agreements by DBNTC but are made and intended for the purpose of binding only the trust created pursuant to the Pooling and Servicing Agreement (c) nothing herein contained shall be construed as creating any liability on DBNTC, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties who are signatories to this letter agreement and by any person claiming by, through or under such parties and (d) under no circumstances shall DBNTC be personally liable for the payment of any indebtedness or expenses of the trust created pursuant to the Pooling and Servicing Agreement, or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the trust created pursuant to the Pooling and Servicing Agreement , under this letter agreement. |
(m) |
Proceedings. BNY shall not institute against or cause any other person to institute against, or join any other person in instituting against the Counterparty, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any of the laws of the United States or any other jurisdiction for a period of one year and one day (or, if longer, the applicable preference period) following indefeasible payment in full of the ________. This provision will survive the termination of this Agreement (the “Certificates”). |
(n) |
The ISDA Form Master Agreement in hereby amended as follows: |
The word “third” shall be replaced by the word “second” in the third line of Section 5(a)(i) of the ISDA Form Master Agreement.
(o) |
“Affiliate” will have the meaning specified in Section 14 of the ISDA Form Master Agreement, provided that the Counterparty shall be deemed to not have any Affiliates for purposes of this Agreement, including for purposes of Section 6(b)(ii). |
6) Section 3 of the ISDA Form Master Agreement is hereby amended by adding at the end thereof the following subsection (g):
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“(g) |
Relationship Between Parties. |
Each party represents to the other party on each date when it enters into a Transaction that:
(1) Nonreliance. It is not relying on any statement or representation of the other party regarding the Transaction (whether written or oral), other than the representations expressly made in this Agreement or the Confirmation in respect of that Transaction.
(2) Evaluation and Understanding.
(i) BNY is acting for its own account and Counterparty is acting as Trustee, as authorized under the Pooling and Servicing Agreement. Each Party has the capacity to evaluate (internally or through independent professional advice) the Transaction and has made its own decision to enter into the Transaction; it is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into such transaction; it being understood that information and explanations related to the terms and conditions of such transaction shall not be considered investment advice or a recommendation to enter into such transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of the transaction; and
(ii) It understands the terms, conditions and risks of the Transaction and is willing and able to accept those terms and conditions and to assume (and does, in fact assume) those risks, financially and otherwise.
(3) Purpose. (A) It is an “eligible contract participant” within the meaning of Section 1a(12) of the Commodity Exchange Act, as amended; (B) this Agreement and each Transaction is subject to individual negotiation by such party; and (C) neither this Agreement nor any Transaction will be executed or traded on a “trading facility” within the meaning of Section 1a(33) of the Commodity Exchange Act, as amended.
(4) Status of Parties. The other party is not acting as a fiduciary, agent or an advisor for it in respect of this Transaction.
7) |
Set-off. Notwithstanding any provision of this Agreement or any other existing or future agreement, each party irrevocably waives any and all rights it may have to set off, net, recoup or otherwise withhold or suspend or condition payment or performance of any obligation between it and the other party hereunder against any obligation between it and the other party under any other agreements. The last sentence of the first paragraph of Section 6(e) of the ISDA Form Master Agreement shall not apply for purposes of this Transaction. |
8) |
Additional Termination Events. Additional Termination Events will apply. If a Ratings Event (as defined below) has occurred and BNY has not, within 30 days, complied with Section 9 below, then an Additional Termination Event shall have occurred with respect to BNY and BNY shall be the sole Affected Party with respect to such an Additional Termination Event. |
9) |
Ratings Event. If a Ratings Event (as defined below) occurs with respect to BNY (or any applicable credit support provider), then BNY shall within thirty (30) days of such Rating Event, at its own expense, (i) assign this Transaction to a third party that meets or exceeds, or as to which any applicable credit support provider meets or exceeds, the Approved Ratings Thresholds (as defined below) on terms substantially similar to this Confirmation or, (ii) obtain a guaranty of, or a contingent agreement of, another person with the Approved Rating Thresholds to honor BNY’s obligations under this Agreement. For purposes of this Transaction, a “Ratings Event” shall occur with respect to BNY (or any applicable credit support provider) if its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “A-1” by Standard & Poor’s, a division of The XxXxxx-Xxxx Companies, Inc. (“S&P”) or its short-term unsecured and unsubordinated debt rating is withdrawn or reduced below “F-1” by Fitch Ratings, Inc. (“Fitch”) (including in connection with a merger, consolidation or other similar transaction by BNY or any applicable credit support provider) such ratings being referred to herein as the “Approved Ratings Thresholds.” |
10) |
Additional Provisions. Notwithstanding the terms of Sections 5 and 6 of the ISDA Form Master Agreement, if Counterparty has satisfied its payment obligations under Section 2(a)(i) of the ISDA Form Master Agreement, then unless BNY is required pursuant to appropriate proceedings to return to Counterparty or otherwise returns to Counterparty upon demand of Counterparty any portion of such payment, (a) the occurrence of an event described in Section 5(a) of the ISDA Form Master Agreement with respect to Counterparty shall not constitute an Event of Default or Potential Event of Default with respect to Counterparty as the Defaulting Party and (b) BNY shall be entitled to designate an Early Termination Date pursuant to Section 6 of the ISDA Form Master Agreement only as a result of a Termination Event set forth in either Section 5(b)(i) or Section 5(b)(ii) of the ISDA Form Master Agreement with respect to BNY as the Affected Party or Section 5(b)(iii) of the ISDA Form Master Agreement with respect to BNY as the Burdened Party. For purposes of the Transaction to which this Agreement relates, Counterparty’s only obligation under Section 2(a)(i) of the ISDA Form Master Agreement is to pay the Fixed Amount on the Fixed Rate Payer Payment Date. |
11) |
BNY will, unless otherwise directed, make all payments hereunder to the Trustee. Payment made to the Trustee at the account specified herein or to another account specified in writing by the Trustee shall satisfy the payment obligations of BNY hereunder to the extent of such payment. |
5. |
Account Details and |
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Settlement Information: |
Payments to BNY: |
The Bank of New York
Derivative Products Support Department
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx Xxxxxxx
ABA #000000000
Account #000-0000-000
Reference: Interest Rate Caps
Payments to Counterparty:
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Deutsche Bank National Trust Company |
ABA # 000000000
ACCT# 01419663
ACCT NAME: NYLTD FUNDS CONTROL/STARS WEST
REF Trust Admin, Soundview Home Loan Trust 2005-CTX1
This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this agreement and returning it via facsimile to Derivative Products Support Dept., Attn: Xxx Xxxxx/Xxxxx Au-Xxxxx at 000-000-0000/5837. Once we receive this we will send you two original confirmations for execution.
We are very pleased to have executed this Transaction with you and we look forward to completing other transactions with you in the near future.
Very truly yours,
THE BANK OF NEW YORK
By: |
_______________________________ | ||||
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Name: Xxxxxxx X. Xxxxxx |
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Title: |
Managing Director |
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Counterparty, acting through its duly authorized signatory, hereby agrees to, accepts and confirms the terms of the foregoing as of the Trade Date.
JPMorgan Chase Bank, N.A., not individually, but solely as Trustee on behalf of Soundview Home Loan Trust 2005-CTX1, Asset-Backed Certificates, Series 2005-CTX1
By: |
_______________________________ | ||
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