FINANCIAL ASSET SECURITIES CORP., Depositor OPTION ONE MORTGAGE CORPORATION, Servicer and WELLS FARGO BANK, N.A., Trustee POOLING AND SERVICING AGREEMENT Dated as of October 1, 2007 Soundview Home Loan Trust 2007-OPT4 Asset-Backed Certificates, Series...
FINANCIAL
ASSET SECURITIES CORP.,
Depositor
OPTION
ONE MORTGAGE CORPORATION,
Servicer
and
XXXXX
FARGO BANK, N.A.,
Trustee
Dated
as
of October 1, 2007
___________________________
ARTICLE
I
DEFINITIONS
|
|
SECTION
1.01
|
Defined
Terms.
|
SECTION
1.02
|
Accounting.
|
SECTION
1.03
|
Allocation
of Certain Interest Shortfalls.
|
SECTION
1.04
|
Rights
of the NIMS Insurer.
|
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
|
SECTION
2.01
|
Conveyance
of Mortgage Loans.
|
SECTION
2.02
|
Acceptance
by Trustee.
|
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
|
SECTION
2.04
|
[Reserved].
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the Servicer.
|
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
SECTION
2.07
|
Issuance
of Certificates.
|
SECTION
2.08
|
Authorization
to Enter into Basis Risk Cap Agreement, Interest Rate Cap Agreement
and
Interest Rate Swap Agreement.
|
SECTION
2.09
|
Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 REMIC 7 and
REMIC
8 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class
C
Interest and Class P Interest; Issuance of
Certificates.
|
ARTICLE
III
ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOANS
|
|
SECTION
3.01
|
Servicer
to Act as Servicer.
|
SECTION
3.02
|
Sub-Servicing
Agreements Between Servicer and Sub-Servicers.
|
SECTION
3.03
|
Successor
Sub-Servicers.
|
SECTION
3.04
|
Liability
of the Servicer.
|
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
the
Trustee or Certificateholders.
|
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by Trustee.
|
SECTION
3.07
|
Collection
of Certain Mortgage Loan Payments.
|
SECTION
3.08
|
Sub-Servicing
Accounts.
|
SECTION
3.09
|
Collection
of Taxes, Assessments and Similar Items; Escrow
Accounts.
|
SECTION
3.10
|
Collection
Account and Distribution Account.
|
SECTION
3.11
|
Withdrawals
from the Collection Account and Distribution Account.
|
SECTION
3.12
|
Investment
of Funds in the Collection Account, the Distribution Account and
the
Interest Coverage Account.
|
SECTION
3.13
|
[Reserved].
|
SECTION
3.14
|
Maintenance
of Hazard Insurance and Errors and Omissions and Fidelity
Coverage.
|
SECTION
3.15
|
Enforcement
of Due-On-Sale Clauses; Assumption Agreements.
|
SECTION
3.16
|
Realization
Upon Defaulted Mortgage Loans.
|
SECTION
3.17
|
Trustee
to Cooperate; Release of Mortgage Files.
|
SECTION
3.18
|
Servicing
Compensation.
|
SECTION
3.19
|
Reports
to the Trustee; Collection Account Statements.
|
SECTION
3.20
|
Statement
of Compliance.
|
SECTION
3.21
|
Assessments
of Compliance and Attestation Reports.
|
SECTION
3.22
|
Access
to Certain Documentation; Filing of Reports by Trustee.
|
SECTION
3.23
|
Title,
Management and Disposition of REO Property.
|
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
SECTION
3.25
|
[Reserved].
|
SECTION
3.26
|
Obligations
of the Servicer in Respect of Mortgage Rates and Monthly
Payments.
|
SECTION
3.27
|
Solicitations.
|
SECTION
3.28
|
[Reserved].
|
SECTION
3.29
|
Advance
Facility.
|
ARTICLE
IV
FLOW
OF FUNDS
|
|
SECTION
4.01
|
Distributions.
|
SECTION
4.02
|
[Reserved].
|
SECTION
4.03
|
Statements.
|
SECTION
4.04
|
Remittance
Reports; Advances.
|
SECTION
4.05
|
Commission
Reporting.
|
SECTION
4.06
|
Net
WAC Rate Carryover Reserve Account.
|
SECTION
4.07
|
Distributions
on the REMIC Regular Interests.
|
SECTION
4.08
|
Allocation
of Realized Losses.
|
SECTION
4.09
|
Swap
Account.
|
SECTION
4.10
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
SECTION
4.11
|
Cap
Account.
|
SECTION
4.12
|
Collateral
Accounts
|
SECTION
4.13
|
Rights
and Obligations Under the Basis Risk Cap Agreement, the Interest
Rate Cap
Agreement and the Interest Rate Swap Agreement.
|
SECTION
4.14
|
Interest
Coverage Account
|
ARTICLE
V
THE
CERTIFICATES
|
|
SECTION
5.01
|
The
Certificates.
|
SECTION
5.02
|
Registration
of Transfer and Exchange of Certificates.
|
SECTION
5.03
|
Mutilated,
Destroyed, Lost or Stolen Certificates.
|
SECTION
5.04
|
Persons
Deemed Owners.
|
SECTION
5.05
|
Appointment
of Paying Agent.
|
ARTICLE
VI
THE
SERVICER AND THE DEPOSITOR
|
|
SECTION
6.01
|
Liability
of the Servicer and the Depositor.
|
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
SECTION
6.03
|
Limitation
on Liability of the Servicer and Others.
|
SECTION
6.04
|
Servicer
Not to Resign.
|
SECTION
6.05
|
Delegation
of Duties.
|
SECTION
6.06
|
[Reserved].
|
SECTION
6.07
|
Inspection.
|
SECTION
6.08
|
Duties
of the Credit Risk Manager.
|
SECTION
6.09
|
Limitation
Upon Liability of the Credit Risk Manager.
|
SECTION
6.10
|
Removal
of the Credit Risk Manager.
|
ARTICLE
VII
DEFAULT
|
|
SECTION
7.01
|
Servicer
Events of Termination.
|
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
SECTION
7.03
|
Waiver
of Defaults.
|
SECTION
7.04
|
Notification
to Certificateholders.
|
SECTION
7.05
|
Survivability
of Servicer Liabilities.
|
ARTICLE
VIII
THE
TRUSTEE
|
|
SECTION
8.01
|
Duties
of Trustee.
|
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
SECTION
8.03
|
Trustee
Not Liable for Certificates or Mortgage Loans.
|
SECTION
8.04
|
Trustee
May Own Certificates.
|
SECTION
8.05
|
Trustee
Compensation, Custodial Fee and Expenses.
|
SECTION
8.06
|
Eligibility
Requirements for Trustee.
|
SECTION
8.07
|
Resignation
or Removal of Trustee.
|
SECTION
8.08
|
Successor
Trustee.
|
SECTION
8.09
|
Merger
or Consolidation of Trustee.
|
SECTION
8.10
|
Appointment
of Co-Trustee or Separate Trustee.
|
SECTION
8.11
|
Limitation
of Liability.
|
SECTION
8.12
|
Trustee
May Enforce Claims Without Possession of Certificates.
|
SECTION
8.13
|
Suits
for Enforcement.
|
SECTION
8.14
|
Waiver
of Bond Requirement.
|
SECTION
8.15
|
Waiver
of Inventory, Accounting and Appraisal Requirement.
|
ARTICLE
IX
REMIC
ADMINISTRATION
|
|
SECTION
9.01
|
REMIC
Administration.
|
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
SECTION
9.03
|
Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.
|
ARTICLE
X
TERMINATION
|
|
SECTION
10.01
|
Termination.
|
SECTION
10.02
|
Additional
Termination Requirements.
|
ARTICLE
XI
MISCELLANEOUS
PROVISIONS
|
|
SECTION
11.01
|
Amendment.
|
SECTION
11.02
|
Recordation
of Agreement; Counterparts.
|
SECTION
11.03
|
Limitation
on Rights of Certificateholders.
|
SECTION
11.04
|
Governing
Law; Jurisdiction.
|
SECTION
11.05
|
Notices.
|
SECTION
11.06
|
Severability
of Provisions.
|
SECTION
11.07
|
Article
and Section References.
|
SECTION
11.08
|
Notice
to the Rating Agencies and the NIMS Insurer.
|
SECTION
11.09
|
Further
Assurances.
|
SECTION
11.10
|
Third
Party Rights.
|
SECTION
11.11
|
Benefits
of Agreement.
|
SECTION
11.12
|
Acts
of Certificateholders.
|
SECTION
11.13
|
Intention
of the Parties and Interpretation.
|
Exhibits:
|
|
Exhibit
A-1
|
Form
of Class I-A-1 Certificates
|
Exhibit
A-2
|
Form
of Class II-A-1 Certificates
|
Exhibit
A-3
|
Form
of Class II-A-2 Certificates
|
Exhibit
A-4
|
Form
of Class II-A-3 Certificates
|
Exhibit
A-5
|
Form
of Class X-1 Certificates
|
Exhibit
A-6
|
Form
of Class X-2 Certificates
|
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 C Certificates
|
Exhibit
A-17
|
Form
of Class P Certificates
|
Exhibit
A-18
|
Form
of Class R Certificates
|
Exhibit
A-19
|
Form
of Class R-X Certificates
|
Exhibit
B
|
[Reserved]
|
Exhibit
C
|
Form
of Assignment Agreement
|
Exhibit
D
|
Mortgage
Loan Schedule
|
Exhibit
E
|
Request
for Release
|
Exhibit
F-1
|
Form
of Trustee’s Initial Certification
|
Exhibit
F-2
|
Form
of Trustee’s Final Certification
|
Exhibit
F-3
|
Form
of Receipt of Mortgage Note
|
Exhibit
G
|
Form
of Cap Allocation Agreement
|
Exhibit
H
|
Form
of Lost Note Affidavit
|
Exhibit
I
|
Form
of Limited Power of Attorney
|
Exhibit
J
|
Form
of Investment Letter
|
Exhibit
K
|
Form
of Transfer Affidavit for Residual Certificates
|
Exhibit
L
|
Form
of Transferor Certificate
|
Exhibit
M
|
Form
of ERISA Representation Letter
|
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 the Depositor by the
Trustee
|
Exhibit
N-3
|
Form
of Certification to be Provided to the Depositor by the
Servicer
|
Exhibit
O
|
Form
of Interest Rate Cap Agreement
|
Exhibit
P
|
Form
of Basis Risk Cap Agreement
|
Exhibit
Q
|
Form
of Interest Rate Swap Agreement
|
Exhibit
R
|
Servicing
Criteria
|
Exhibit
S
|
Form
10-D, Form 8-K and Form 10-K Reporting Responsibility
|
Schedule
I
|
Prepayment
Charge Schedule
|
This
Pooling and Servicing Agreement is dated as of October 1, 2007 (the
“Agreement”), among FINANCIAL ASSET SECURITIES CORP., as depositor (the
“Depositor”), OPTION ONE MORTGAGE CORPORATION, as servicer (the “Servicer”) and
XXXXX FARGO 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 nineteen classes of
certificates, designated as (i) the Class I-A-1 Certificates, (ii) the Class
II-A-1 Certificates, (iii) the Class II-A-2 Certificates, (iv) Class II-A-3
Certificates, (v) the Class X-1 Certificates, (vi) the Class X-2 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 C Certificates, (xvii) the Class P Certificates, (xviii) the
Class R Certificates and (xix) the Class R-X Certificates.
REMIC
1
As
provided herein, the Trustee shall elect 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, the
Swap Account, any Servicer Prepayment Charge Payment Amounts, the Interest
Coverage Account, the Supplemental Interest Trust, the Cap Trust, the Interest
Rate Cap Agreement, the Cap Account, the Cap Allocation Agreement, the Interest
Rate Swap Agreement and the Basis Risk Cap Agreement) as a REMIC for federal
income tax purposes, and such segregated pool of assets shall be designated
as
“REMIC 1.” The Class R-1 Interest shall represent the sole class of
“residual interests” in REMIC 1 for purposes of the REMIC Provisions (as defined
herein). The following table irrevocably sets forth the designation,
the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated
Principal Balance and, 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 (as defined herein). None of the REMIC 1 Regular
Interests shall be certificated.
Designation
|
Uncertificated
REMIC 1
Pass-Through
Rate
|
Initial
Uncertificated
Principal Balance
|
Latest
Possible
Maturity
Date(1)
|
|||||
I
|
Variable(2)
|
$
|
36,129,153.56
|
September
25, 2037
|
||||
I-1-A
|
Variable(2)
|
$
|
2,980,509.38
|
September
25, 2037
|
||||
I-1-B
|
Variable(2)
|
$
|
2,980,509.38
|
September
25, 2037
|
||||
I-2-A
|
Variable(2)
|
$
|
2,919,426.57
|
September
25, 2037
|
||||
I-2-B
|
Variable(2)
|
$
|
2,919,426.57
|
September
25, 2037
|
||||
I-3-A
|
Variable(2)
|
$
|
2,874,056.90
|
September
25, 2037
|
||||
I-3-B
|
Variable(2)
|
$
|
2,874,056.90
|
September
25, 2037
|
||||
I-4-A
|
Variable(2)
|
$
|
2,800,689.88
|
September
25, 2037
|
||||
I-4-B
|
Variable(2)
|
$
|
2,800,689.88
|
September
25, 2037
|
||||
I-5-A
|
Variable(2)
|
$
|
2,743,297.53
|
September
25, 2037
|
||||
I-5-B
|
Variable(2)
|
$
|
2,743,297.53
|
September
25, 2037
|
||||
I-6-A
|
Variable(2)
|
$
|
2,724,509.42
|
September
25, 2037
|
||||
I-6-B
|
Variable(2)
|
$
|
2,724,509.42
|
September
25, 2037
|
||||
I-7-A
|
Variable(2)
|
$
|
2,729,589.27
|
September
25, 2037
|
||||
I-7-B
|
Variable(2)
|
$
|
2,729,589.27
|
September
25, 2037
|
||||
I-8-A
|
Variable(2)
|
$
|
2,657,331.94
|
September
25, 2037
|
||||
I-8-B
|
Variable(2)
|
$
|
2,657,331.94
|
September
25, 2037
|
||||
I-9-A
|
Variable(2)
|
$
|
2,853,113.75
|
September
25, 2037
|
||||
I-9-B
|
Variable(2)
|
$
|
2,853,113.75
|
September
25, 2037
|
||||
I-10-A
|
Variable(2)
|
$
|
3,003,565.49
|
September
25, 2037
|
||||
I-10-B
|
Variable(2)
|
$
|
3,003,565.49
|
September
25, 2037
|
||||
I-11-A
|
Variable(2)
|
$
|
6,395,638.60
|
September
25, 2037
|
||||
I-11-B
|
Variable(2)
|
$
|
6,395,638.60
|
September
25, 2037
|
||||
I-12-A
|
Variable(2)
|
$
|
30,812,323.62
|
September
25, 2037
|
||||
I-12-B
|
Variable(2)
|
$
|
30,812,323.62
|
September
25, 2037
|
||||
I-13-A
|
Variable(2)
|
$
|
39,481,406.02
|
September
25, 2037
|
||||
I-13-B
|
Variable(2)
|
$
|
39,481,406.02
|
September
25, 2037
|
||||
I-14-A
|
Variable(2)
|
$
|
1,604,016.32
|
September
25, 2037
|
||||
I-14-B
|
Variable(2)
|
$
|
1,604,016.32
|
September
25, 2037
|
||||
I-15-A
|
Variable(2)
|
$
|
1,482,574.27
|
September
25, 2037
|
||||
I-15-B
|
Variable(2)
|
$
|
1,482,574.27
|
September
25, 2037
|
||||
I-16-A
|
Variable(2)
|
$
|
1,246,009.26
|
September
25, 2037
|
||||
I-16-B
|
Variable(2)
|
$
|
1,246,009.26
|
September
25, 2037
|
||||
I-17-A
|
Variable(2)
|
$
|
793,343.04
|
September
25, 2037
|
||||
I-17-B
|
Variable(2)
|
$
|
793,343.04
|
September
25, 2037
|
||||
I-18-A
|
Variable(2)
|
$
|
774,583.80
|
September
25, 2037
|
||||
I-18-B
|
Variable(2)
|
$
|
774,583.80
|
September
25, 2037
|
||||
I-19-A
|
Variable(2)
|
$
|
756,304.75
|
September
25, 2037
|
||||
I-19-B
|
Variable(2)
|
$
|
756,304.75
|
September
25, 2037
|
||||
I-20-A
|
Variable(2)
|
$
|
738,488.56
|
September
25, 2037
|
||||
I-20-B
|
Variable(2)
|
$
|
738,488.56
|
September
25, 2037
|
||||
I-21-A
|
Variable(2)
|
$
|
721,126.14
|
September
25, 2037
|
||||
I-21-B
|
Variable(2)
|
$
|
721,126.14
|
September
25, 2037
|
||||
I-22-A
|
Variable(2)
|
$
|
704,203.47
|
September
25, 2037
|
||||
I-22-B
|
Variable(2)
|
$
|
704,203.47
|
September
25, 2037
|
||||
I-23-A
|
Variable(2)
|
$
|
824,412.89
|
September
25, 2037
|
||||
I-23-B
|
Variable(2)
|
$
|
824,412.89
|
September
25, 2037
|
||||
I-24-A
|
Variable(2)
|
$
|
1,212,164.76
|
September
25, 2037
|
||||
I-24-B
|
Variable(2)
|
$
|
1,212,164.76
|
September
25, 2037
|
||||
I-25-A
|
Variable(2)
|
$
|
4,676,334.31
|
September
25, 2037
|
||||
I-25-B
|
Variable(2)
|
$
|
4,676,334.31
|
September
25, 2037
|
||||
I-26-A
|
Variable(2)
|
$
|
494,308.31
|
September
25, 2037
|
||||
I-26-B
|
Variable(2)
|
$
|
494,308.31
|
September
25, 2037
|
||||
I-27-A
|
Variable(2)
|
$
|
483,959.66
|
September
25, 2037
|
||||
I-27-B
|
Variable(2)
|
$
|
483,959.66
|
September
25, 2037
|
||||
I-28-A
|
Variable(2)
|
$
|
473,842.86
|
September
25, 2037
|
||||
I-28-B
|
Variable(2)
|
$
|
473,842.86
|
September
25, 2037
|
||||
I-29-A
|
Variable(2)
|
$
|
463,954.60
|
September
25, 2037
|
||||
I-29-B
|
Variable(2)
|
$
|
463,954.60
|
September
25, 2037
|
||||
I-30-A
|
Variable(2)
|
$
|
454,285.80
|
September
25, 2037
|
||||
I-30-B
|
Variable(2)
|
$
|
454,285.80
|
September
25, 2037
|
||||
I-31-A
|
Variable(2)
|
$
|
444,835.65
|
September
25, 2037
|
||||
I-31-B
|
Variable(2)
|
$
|
444,835.65
|
September
25, 2037
|
||||
I-32-A
|
Variable(2)
|
$
|
435,594.23
|
September
25, 2037
|
||||
I-32-B
|
Variable(2)
|
$
|
435,594.23
|
September
25, 2037
|
||||
I-33-A
|
Variable(2)
|
$
|
426,559.89
|
September
25, 2037
|
||||
I-33-B
|
Variable(2)
|
$
|
426,559.89
|
September
25, 2037
|
||||
I-34-A
|
Variable(2)
|
$
|
417,726.05
|
September
25, 2037
|
||||
I-34-B
|
Variable(2)
|
$
|
417,726.05
|
September
25, 2037
|
||||
I-35-A
|
Variable(2)
|
$
|
409,088.57
|
September
25, 2037
|
||||
I-35-B
|
Variable(2)
|
$
|
409,088.57
|
September
25, 2037
|
||||
I-36-A
|
Variable(2)
|
$
|
400,641.67
|
September
25, 2037
|
||||
I-36-B
|
Variable(2)
|
$
|
400,641.67
|
September
25, 2037
|
||||
I-37-A
|
Variable(2)
|
$
|
392,382.07
|
September
25, 2037
|
||||
I-37-B
|
Variable(2)
|
$
|
392,382.07
|
September
25, 2037
|
||||
I-38-A
|
Variable(2)
|
$
|
384,303.97
|
September
25, 2037
|
||||
I-38-B
|
Variable(2)
|
$
|
384,303.97
|
September
25, 2037
|
||||
I-39-A
|
Variable(2)
|
$
|
376,404.91
|
September
25, 2037
|
||||
I-39-B
|
Variable(2)
|
$
|
376,404.91
|
September
25, 2037
|
||||
I-40-A
|
Variable(2)
|
$
|
368,679.12
|
September
25, 2037
|
||||
I-40-B
|
Variable(2)
|
$
|
368,679.12
|
September
25, 2037
|
||||
I-41-A
|
Variable(2)
|
$
|
361,122.45
|
September
25, 2037
|
||||
I-41-B
|
Variable(2)
|
$
|
361,122.45
|
September
25, 2037
|
||||
I-42-A
|
Variable(2)
|
$
|
353,730.80
|
September
25, 2037
|
||||
I-42-B
|
Variable(2)
|
$
|
353,730.80
|
September
25, 2037
|
||||
I-43-A
|
Variable(2)
|
$
|
346,502.51
|
September
25, 2037
|
||||
I-43-B
|
Variable(2)
|
$
|
346,502.51
|
September
25, 2037
|
||||
I-44-A
|
Variable(2)
|
$
|
339,430.16
|
September
25, 2037
|
||||
I-44-B
|
Variable(2)
|
$
|
339,430.16
|
September
25, 2037
|
||||
I-45-A
|
Variable(2)
|
$
|
340,855.85
|
September
25, 2037
|
||||
I-45-B
|
Variable(2)
|
$
|
340,855.85
|
September
25, 2037
|
||||
I-46-A
|
Variable(2)
|
$
|
344,336.75
|
September
25, 2037
|
||||
I-46-B
|
Variable(2)
|
$
|
344,336.75
|
September
25, 2037
|
||||
I-47-A
|
Variable(2)
|
$
|
424,391.65
|
September
25, 2037
|
||||
I-47-B
|
Variable(2)
|
$
|
424,391.65
|
September
25, 2037
|
||||
I-48-A
|
Variable(2)
|
$
|
1,147,089.52
|
September
25, 2037
|
||||
I-48-B
|
Variable(2)
|
$
|
1,147,089.52
|
September
25, 2037
|
||||
I-49-A
|
Variable(2)
|
$
|
1,239,006.21
|
September
25, 2037
|
||||
I-49-B
|
Variable(2)
|
$
|
1,239,006.21
|
September
25, 2037
|
||||
I-50-A
|
Variable(2)
|
$
|
241,111.88
|
September
25, 2037
|
||||
I-50-B
|
Variable(2)
|
$
|
241,111.88
|
September
25, 2037
|
||||
I-51-A
|
Variable(2)
|
$
|
13,255,744.98
|
September
25, 2037
|
||||
I-51-B
|
Variable(2)
|
$
|
13,255,744.98
|
September
25, 2037
|
||||
II
|
Variable(2)
|
$
|
18,608,514.63
|
September
25, 2037
|
||||
II-1-A
|
Variable(2)
|
$
|
1,535,123.12
|
September
25, 2037
|
||||
II-1-B
|
Variable(2)
|
$
|
1,535,123.12
|
September
25, 2037
|
||||
II-2-A
|
Variable(2)
|
$
|
1,503,662.18
|
September
25, 2037
|
||||
II-2-B
|
Variable(2)
|
$
|
1,503,662.18
|
September
25, 2037
|
||||
II-3-A
|
Variable(2)
|
$
|
1,480,294.35
|
September
25, 2037
|
||||
II-3-B
|
Variable(2)
|
$
|
1,480,294.35
|
September
25, 2037
|
||||
II-4-A
|
Variable(2)
|
$
|
1,442,506.37
|
September
25, 2037
|
||||
II-4-B
|
Variable(2)
|
$
|
1,442,506.37
|
September
25, 2037
|
||||
II-5-A
|
Variable(2)
|
$
|
1,412,946.22
|
September
25, 2037
|
||||
II-5-B
|
Variable(2)
|
$
|
1,412,946.22
|
September
25, 2037
|
||||
II-6-A
|
Variable(2)
|
$
|
1,403,269.33
|
September
25, 2037
|
||||
II-6-B
|
Variable(2)
|
$
|
1,403,269.33
|
September
25, 2037
|
||||
II-7-A
|
Variable(2)
|
$
|
1,405,885.73
|
September
25, 2037
|
||||
II-7-B
|
Variable(2)
|
$
|
1,405,885.73
|
September
25, 2037
|
||||
II-8-A
|
Variable(2)
|
$
|
1,368,669.31
|
September
25, 2037
|
||||
II-8-B
|
Variable(2)
|
$
|
1,368,669.31
|
September
25, 2037
|
||||
II-9-A
|
Variable(2)
|
$
|
1,469,507.50
|
September
25, 2037
|
||||
II-9-B
|
Variable(2)
|
$
|
1,469,507.50
|
September
25, 2037
|
||||
I-10-A
|
Variable(2)
|
$
|
1,546,998.26
|
September
25, 2037
|
||||
II-10-B
|
Variable(2)
|
$
|
1,546,998.26
|
September
25, 2037
|
||||
II-11-A
|
Variable(2)
|
$
|
3,294,098.90
|
September
25, 2037
|
||||
II-11-B
|
Variable(2)
|
$
|
3,294,098.90
|
September
25, 2037
|
||||
II-12-A
|
Variable(2)
|
$
|
15,870,008.88
|
September
25, 2037
|
||||
II-12-B
|
Variable(2)
|
$
|
15,870,008.88
|
September
25, 2037
|
||||
II-13-A
|
Variable(2)
|
$
|
20,335,053.98
|
September
25, 2037
|
||||
II-13-B
|
Variable(2)
|
$
|
20,335,053.98
|
September
25, 2037
|
||||
II-14-A
|
Variable(2)
|
$
|
826,154.93
|
September
25, 2037
|
||||
II-14-B
|
Variable(2)
|
$
|
826,154.93
|
September
25, 2037
|
||||
II-15-A
|
Variable(2)
|
$
|
763,605.73
|
September
25, 2037
|
||||
II-15-B
|
Variable(2)
|
$
|
763,605.73
|
September
25, 2037
|
||||
II-16-A
|
Variable(2)
|
$
|
641,761.99
|
September
25, 2037
|
||||
II-16-B
|
Variable(2)
|
$
|
641,761.99
|
September
25, 2037
|
||||
II-17-A
|
Variable(2)
|
$
|
408,614.46
|
September
25, 2037
|
||||
II-17-B
|
Variable(2)
|
$
|
408,614.46
|
September
25, 2037
|
||||
II-18-A
|
Variable(2)
|
$
|
398,952.45
|
September
25, 2037
|
||||
II-18-B
|
Variable(2)
|
$
|
398,952.45
|
September
25, 2037
|
||||
II-19-A
|
Variable(2)
|
$
|
389,537.75
|
September
25, 2037
|
||||
II-19-B
|
Variable(2)
|
$
|
389,537.75
|
September
25, 2037
|
||||
II-20-A
|
Variable(2)
|
$
|
380,361.44
|
September
25, 2037
|
||||
II-20-B
|
Variable(2)
|
$
|
380,361.44
|
September
25, 2037
|
||||
II-21-A
|
Variable(2)
|
$
|
371,418.86
|
September
25, 2037
|
||||
II-21-B
|
Variable(2)
|
$
|
371,418.86
|
September
25, 2037
|
||||
II-22-A
|
Variable(2)
|
$
|
362,702.78
|
September
25, 2037
|
||||
II-22-B
|
Variable(2)
|
$
|
362,702.78
|
September
25, 2037
|
||||
II-23-A
|
Variable(2)
|
$
|
424,617.11
|
September
25, 2037
|
||||
II-23-B
|
Variable(2)
|
$
|
424,617.11
|
September
25, 2037
|
||||
II-24-A
|
Variable(2)
|
$
|
624,330.24
|
September
25, 2037
|
||||
II-24-B
|
Variable(2)
|
$
|
624,330.24
|
September
25, 2037
|
||||
II-25-A
|
Variable(2)
|
$
|
2,408,564.44
|
September
25, 2037
|
||||
II-25-B
|
Variable(2)
|
$
|
2,408,564.44
|
September
25, 2037
|
||||
II-26-A
|
Variable(2)
|
$
|
254,595.44
|
September
25, 2037
|
||||
II-26-B
|
Variable(2)
|
$
|
254,595.44
|
September
25, 2037
|
||||
II-27-A
|
Variable(2)
|
$
|
249,265.34
|
September
25, 2037
|
||||
II-27-B
|
Variable(2)
|
$
|
249,265.34
|
September
25, 2037
|
||||
II-28-A
|
Variable(2)
|
$
|
244,054.64
|
September
25, 2037
|
||||
II-28-B
|
Variable(2)
|
$
|
244,054.64
|
September
25, 2037
|
||||
II-29-A
|
Variable(2)
|
$
|
238,961.65
|
September
25, 2037
|
||||
II-29-B
|
Variable(2)
|
$
|
238,961.65
|
September
25, 2037
|
||||
II-30-A
|
Variable(2)
|
$
|
233,981.70
|
September
25, 2037
|
||||
II-30-B
|
Variable(2)
|
$
|
233,981.70
|
September
25, 2037
|
||||
II-31-A
|
Variable(2)
|
$
|
229,114.35
|
September
25, 2037
|
||||
II-31-B
|
Variable(2)
|
$
|
229,114.35
|
September
25, 2037
|
||||
II-32-A
|
Variable(2)
|
$
|
224,354.52
|
September
25, 2037
|
||||
II-32-B
|
Variable(2)
|
$
|
224,354.52
|
September
25, 2037
|
||||
II-33-A
|
Variable(2)
|
$
|
219,701.36
|
September
25, 2037
|
||||
II-33-B
|
Variable(2)
|
$
|
219,701.36
|
September
25, 2037
|
||||
II-34-A
|
Variable(2)
|
$
|
215,151.45
|
September
25, 2037
|
||||
II-34-B
|
Variable(2)
|
$
|
215,151.45
|
September
25, 2037
|
||||
II-35-A
|
Variable(2)
|
$
|
210,702.68
|
September
25, 2037
|
||||
II-35-B
|
Variable(2)
|
$
|
210,702.68
|
September
25, 2037
|
||||
II-36-A
|
Variable(2)
|
$
|
206,352.08
|
September
25, 2037
|
||||
II-36-B
|
Variable(2)
|
$
|
206,352.08
|
September
25, 2037
|
||||
II-37-A
|
Variable(2)
|
$
|
202,097.93
|
September
25, 2037
|
||||
II-37-B
|
Variable(2)
|
$
|
202,097.93
|
September
25, 2037
|
||||
I-38-A
|
Variable(2)
|
$
|
197,937.28
|
September
25, 2037
|
||||
II-38-B
|
Variable(2)
|
$
|
197,937.28
|
September
25, 2037
|
||||
II-39-A
|
Variable(2)
|
$
|
193,868.84
|
September
25, 2037
|
||||
II-39-B
|
Variable(2)
|
$
|
193,868.84
|
September
25, 2037
|
||||
II-40-A
|
Variable(2)
|
$
|
189,889.63
|
September
25, 2037
|
||||
II-40-B
|
Variable(2)
|
$
|
189,889.63
|
September
25, 2037
|
||||
II-41-A
|
Variable(2)
|
$
|
185,997.55
|
September
25, 2037
|
||||
II-41-B
|
Variable(2)
|
$
|
185,997.55
|
September
25, 2037
|
||||
II-42-A
|
Variable(2)
|
$
|
182,190.45
|
September
25, 2037
|
||||
II-42-B
|
Variable(2)
|
$
|
182,190.45
|
September
25, 2037
|
||||
II-43-A
|
Variable(2)
|
$
|
178,467.49
|
September
25, 2037
|
||||
II-43-B
|
Variable(2)
|
$
|
178,467.49
|
September
25, 2037
|
||||
II-44-A
|
Variable(2)
|
$
|
174,824.84
|
September
25, 2037
|
||||
II-44-B
|
Variable(2)
|
$
|
174,824.84
|
September
25, 2037
|
||||
II-45-A
|
Variable(2)
|
$
|
175,559.15
|
September
25, 2037
|
||||
II-45-B
|
Variable(2)
|
$
|
175,559.15
|
September
25, 2037
|
||||
II-46-A
|
Variable(2)
|
$
|
177,352.00
|
September
25, 2037
|
||||
II-46-B
|
Variable(2)
|
$
|
177,352.00
|
September
25, 2037
|
||||
II-47-A
|
Variable(2)
|
$
|
218,584.60
|
September
25, 2037
|
||||
II-47-B
|
Variable(2)
|
$
|
218,584.60
|
September
25, 2037
|
||||
II-48-A
|
Variable(2)
|
$
|
590,812.98
|
September
25, 2037
|
||||
II-48-B
|
Variable(2)
|
$
|
590,812.98
|
September
25, 2037
|
||||
II-49-A
|
Variable(2)
|
$
|
638,155.04
|
September
25, 2037
|
||||
II-49-B
|
Variable(2)
|
$
|
638,155.04
|
September
25, 2037
|
||||
II-50-A
|
Variable(2)
|
$
|
124,185.62
|
September
25, 2037
|
||||
II-50-B
|
Variable(2)
|
$
|
124,185.62
|
September
25, 2037
|
||||
II-51-A
|
Variable(2)
|
$
|
6,827,423.77
|
September
25, 2037
|
||||
II-51-B
|
Variable(2)
|
$
|
6,827,423.77
|
September
25, 2037
|
||||
P
|
Variable(2)
|
$
|
100.00
|
September
25, 2037
|
|
________________
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 1 Pass-Through
Rate” herein.
|
REMIC
2
As
provided herein, the Trustee shall elect 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 shall be designated as “REMIC
2.” The Class R-2 Interest shall evidence the sole class of “residual
interests” in REMIC 2 for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 2 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 2
Regular Interests (as defined herein). None of the REMIC 2 Regular
Interests shall be certificated.
Designation
|
Uncertificated
REMIC 2
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
LTAA
|
Variable(2)
|
$ |
242,598,973.39
|
September
25, 2037
|
|||
LTIA1
|
Variable(2)
|
$ |
1,167,445.00
|
September
25, 2037
|
|||
LTIIA1
|
Variable(2)
|
$ |
204,300.00
|
September
25, 2037
|
|||
LTIIA2
|
Variable(2)
|
$ |
335,810.00
|
September
25, 2037
|
|||
LTIIA3
|
Variable(2)
|
$ |
61,185.00
|
September
25, 2037
|
|||
LTM1
|
Variable(2)
|
$ |
79,215.00
|
September
25, 2037
|
|||
LTM2
|
Variable(2)
|
$ |
69,315.00
|
September
25, 2037
|
|||
LTM3
|
Variable(2)
|
$ |
112,635.00
|
September
25, 2037
|
|||
LTM4
|
Variable(2)
|
$ |
53,225.00
|
September
25, 2037
|
|||
LTM5
|
Variable(2)
|
$ |
51,985.00
|
September
25, 2037
|
|||
LTM6
|
Variable(2)
|
$ |
45,795.00
|
September
25, 2037
|
|||
LTM7
|
Variable(2)
|
$ |
32,180.00
|
September
25, 2037
|
|||
LTM8
|
Variable(2)
|
$ |
37,135.00
|
September
25, 2037
|
|||
LTM9
|
Variable(2)
|
$ |
25,995.00
|
September
25, 2037
|
|||
LTZZ
|
Variable(2)
|
$ |
2,674,779.46
|
September
25, 0000
|
|||
XXX
|
Variable(2)
|
$ |
100.00
|
September
25, 2037
|
|||
LTIO
|
Variable(2)
|
(3) |
September
25, 2037
|
||||
LT1SUB
|
Variable(2)
|
$ |
9,329.80
|
September
25, 2037
|
|||
LT1GRP
|
Variable(2)
|
$ |
32,678.71
|
September
25, 2037
|
|||
LT2SUB
|
Variable(2)
|
$ |
4,805.40
|
September
25, 2037
|
|||
LT2GRP
|
Variable(2)
|
$ |
16,831.30
|
September
25, 2037
|
|||
LTXX
|
Variable(2)
|
$ |
247,486,327.65
|
September
25, 2037
|
________________
|
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
Rate” herein.
|
(3)
|
REMIC
2 Regular Interest LTIO will not have an Uncertificated Principal
Balance,
but will accrue interest on its Notional
Amount.
|
REMIC
3
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC
3.” The Class R-3 Interest shall evidence the sole class of “residual
interests” in REMIC 3 for purposes of the REMIC Provisions under federal income
tax law. The following table irrevocably sets forth the designation, the
Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Principal
Balance and, for purposes of satisfying Treasury Regulation Section
1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3
Regular Interests (as defined herein). None of the REMIC 3 Regular
Interests shall be certificated.
Designation
|
Uncertificated
REMIC 3
Pass-Through
Rate
|
Initial
Uncertificated
Principal
Balance
|
Latest
Possible
Maturity
Date(1)
|
||||
LTIA1
|
Variable(2)
|
$ |
233,489,000.00
|
September
25, 2037
|
|||
LTIIA1
|
Variable(2)
|
$ |
40,860,000.00
|
September
25, 2037
|
|||
LTIIA2
|
Variable(2)
|
$ |
67,162,000.00
|
September
25, 2037
|
|||
LTIIA3
|
Variable(2)
|
$ |
12,237,000.00
|
September
25, 2037
|
|||
LTM1
|
Variable(2)
|
$ |
15,843,000.00
|
September
25, 2037
|
|||
LTM2
|
Variable(2)
|
$ |
13,863,000.00
|
September
25, 2037
|
|||
LTM3
|
Variable(2)
|
$ |
22,527,000.00
|
September
25, 2037
|
|||
LTM4
|
Variable(2)
|
$ |
10,645,000.00
|
September
25, 2037
|
|||
LTM5
|
Variable(2)
|
$ |
10,397,000.00
|
September
25, 2037
|
|||
LTM6
|
Variable(2)
|
$ |
9,159,000.00
|
September
25, 2037
|
|||
LTM7
|
Variable(2)
|
$ |
6,436,000.00
|
September
25, 2037
|
|||
LTM8
|
Variable(2)
|
$ |
7,427,000.00
|
September
25, 2037
|
|||
LTM9
|
Variable(2)
|
$ |
5,199,000.00
|
September
25, 2037
|
|||
LTC
|
Variable(3)
|
$ |
39,855,945.69
|
September
25, 2037
|
|||
LTP
|
N/A(4)
|
$ |
100.00
|
September
25, 2037
|
|||
LTIO
|
(5)
|
(5) |
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 3 Pass-Through
Rate” herein.
|
(3)
|
REMIC
3 Regular Interest LTC will accrue interest at its variable Uncertificated
REMIC 3 Pass-Through Rate on the Notional Amount of REMIC 3 Regular
Interest LTC outstanding from time to time. REMIC 3 Regular Interest
LTC
will not accrue interest on its Uncertificated Principal
Balance.
|
(4)
|
REMIC
3 Regular Interest LTP will not have an Uncertificated REMIC 3
Pass-Through Rate, but will be entitled to 100% of the Prepayment
Charges.
|
(5)
|
REMIC
3 Regular Interest LTIO will not have an Uncertificated REMIC 3
Pass-Through Rate, but will be entitled to 100% of the amounts distributed
on REMIC 2 Regular Interest LTIO.
|
REMIC
4
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC
4.” The Class R-4 Interest shall evidence the sole class of “residual
interests” in REMIC 4 for purposes of the REMIC Provisions. The
following table irrevocably sets forth the designation, the Uncertificated
REMIC
4 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
“latest possible maturity date” for each of the REMIC 4 Regular Interests (as
defined herein). None of the REMIC 4 Regular Interests shall be
certificated:
Designation
|
Initial
Uncertificated
Principal
Balance
|
Uncertificated
REMIC 4
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
||||||
I-A-1
|
$ |
233,489,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
II-A-1
|
$ |
40,860,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
II-A-2
|
$ |
67,162,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
II-A-3
|
$ |
12,237,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-1
|
$ |
15,843,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-2
|
$ |
13,863,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-3
|
$ |
22,527,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-4
|
$ |
10,645,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-5
|
$ |
10,397,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-6
|
$ |
9,159,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-7
|
$ |
6,436,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-8
|
$ |
7,427,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
M-9
|
$ |
5,199,000.00
|
Variable(2)
|
September
25, 2037
|
|||||
C
|
$ |
39,855,945.69
|
Variable(2)
|
September
25, 2037
|
|||||
P
|
$ |
100.00
|
N/A(4)
|
September
25, 2037
|
|||||
IO
|
(5) |
(5)
|
September
25, 2037
|
||||||
X-1
|
(6) |
(6)
|
September
25, 2037
|
||||||
X-2-A-1
|
(7) |
(7)
|
September
25, 2037
|
||||||
X-2-A-2
|
(7) |
(7)
|
September
25, 2037
|
||||||
X-2-A-3
|
(7) |
(7)
|
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
Calculated
in accordance with the definition of “Uncertificated REMIC 4 Pass-Through
Rate” herein.
|
(3)
|
For
federal income tax purposes, REMIC 4 Regular Interest C will receive
100%
of amounts received in respect of REMIC 3 Regular Interest
LTC. REMIC 4 Regular Interest C will not accrue interest on its
Uncertificated Principal Balance.
|
(4)
|
REMIC
4 Regular Interest P will not accrue interest, but will be entitled
to
100% of the Prepayment Charges.
|
(5)
|
For
federal income tax purposes, REMIC 4 Regular Interest IO will be
entitled
to 100% of the amounts distributed on REMIC 3 Regular Interest
LTIO.
|
(6)
|
REMIC
4 Regular Interest X-1 will accrue interest at its “Uncertificated REMIC 4
Pass-Through Rate” on its Notional Amount outstanding from time to
time.
|
(7)
|
REMIC
4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and
REMIC 4
Regular Interest X-2-A-3 will accrue interest at their “Uncertificated
REMIC 4 Pass-Through Rates” on their Notional Amounts outstanding from
time to time.
|
REMIC
5
As
provided herein, the Trustee shall elect to treat the segregated pool of assets
consisting of the REMIC 4 Regular Interests as a REMIC for federal income tax
purposes, and such segregated pool of assets shall be designated as “REMIC
5.” The Class R-5 Interest shall evidence the sole class of “residual
interests” in REMIC 5 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance for each Class of Certificates
comprising the interests representing “regular interests” in REMIC
5. 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 5
created hereunder:
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
I-A-1
|
$ |
233,489,000
|
Variable(2)
|
September
25, 2037
|
||
Class
II-A-1
|
$ |
40,860,000
|
Variable(2)
|
September
25, 2037
|
||
Class
II-A-2
|
$ |
67,162,000
|
Variable(2)
|
September
25, 2037
|
||
Class
II-A-3
|
$ |
12,237,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-1
|
$ |
15,843,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-2
|
$ |
13,863,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-3
|
$ |
22,527,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-4
|
$ |
10,645,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-5
|
$ |
10,397,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-6
|
$ |
9,159,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-7
|
$ |
6,436,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-8
|
$ |
7,427,000
|
Variable(2)
|
September
25, 2037
|
||
Class
M-9
|
$ |
5,199,000
|
Variable(2)
|
September
25, 2037
|
||
Class
C Interest
|
$ |
39,855,945.69
|
Variable(3)
|
September
25, 2037
|
||
Class
P Interest
|
$ |
100.00
|
N/A(4)
|
September
25, 2037
|
||
Class
IO Interest
|
(5)
|
(5)
|
September
25, 2037
|
|||
Class
X-1
|
(6)
|
(6)
|
September
25, 2037
|
|||
Class
X-2(7)
|
(7)
|
(7)
|
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
Calculated
in accordance with the definition of “Pass-Through Rate”
herein.
|
(3)
|
The
Class C Interest will receive 100% of amounts received in respect
of REMIC
4 Regular Interest C. The Class C Interest will not accrue
interest on its Uncertificated Principal
Balance.
|
(4)
|
The
Class P Interest will not accrue interest, but will be entitled to
100% of
the Prepayment Charges.
|
(5)
|
For
federal income tax purposes, the Class IO Interest will receive 100%
of
the amounts received in respect of REMIC 4 Regular Interest
IO.
|
(6)
|
The
Class X-1 Certificates will receive 100% of the amounts received
in
respect of REMIC 4 Regular Interest
X-1.
|
(7)
|
The
Class X-2 Certificates represent ownership of the Class X-2 Components,
each of which is an uncertificated “regular interest” in REMIC 5 and each
of which will receive 100% of the amounts received in respect of
REMIC 4
Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
4
Regular Interest X-2-A-3,
respectively.
|
REMIC
6
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
6.” The Class R-6 Interest represents the sole class of “residual
interests” in REMIC 6 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 6 created hereunder:
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
C
|
$ |
39,855,945.69
|
Variable(2)
|
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
The
Class C Certificates will receive 100% of amounts received in respect
of
the Class C Interest. The Class C Certificates will not accrue
interest on its Certificate Principal
Balance.
|
REMIC
7
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
7.” The Class R-7 Interest represents the sole class of “residual
interests” in REMIC 7 for purposes of the REMIC Provisions.
The
following table sets forth (or describes) the designation, Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated Class of Certificates that represents a “regular
interest” in REMIC 7 created hereunder:
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
|||
Class
P
|
$ |
100.00
|
N/A(2)
|
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
The
Class P Certificates will receive 100% of amounts received in respect
of
the Class P Interest.
|
REMIC
8
As
provided herein, the Trustee shall make an election to treat the segregated
pool
of assets consisting of the Class IO Interest as a REMIC for federal income
tax
purposes, and such segregated pool of assets shall be designated as “REMIC
8.” The Class R-8 Interest represents the sole class of “residual
interests” in REMIC 8 for purposes of the REMIC Provisions.
The
following table irrevocably sets forth the designation, the Pass-Through Rate,
the Original Class Certificate Principal Balance and, for purposes of satisfying
Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
date” for the indicated REMIC 8 Regular Interest, which will be
uncertificated.
Class
Designation
|
Original
Class Certificate
Principal
Balance
|
Pass-Through
Rate
|
Latest
Possible
Maturity
Date(1)
|
SWAP
IO
|
N/A
|
Variable(2)
|
September
25, 2037
|
________________
|
|
(1)
|
For
purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations.
|
(2)
|
REMIC
8 Regular Interest SWAP IO shall receive 100% of amounts received
in
respect of the Class IO 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 and the
Class X Certificates shall be made on the basis of the actual number of days
elapsed and a 360-day year and all calculations in respect of interest on the
Class C Certificates 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.
“Accrual
Period”: With respect to the Floating Rate Certificates and the Class X
Certificates (including the Class X-2 Components) 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. With respect to the Class C
Certificates and each Distribution Date, the calendar month prior to the month
of such Distribution Date.
“Additional
Form 10-D Disclosure”: The meaning set forth in Section 4.05(a)(i).
“Additional
Form 10-K Disclosure”: The meaning set forth in Section 4.05(b)(i)
“Adjustable-Rate
Mortgage Loan”: A first lien or second 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 Servicing Fee Rate and (ii) 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 Servicing Fee Rate and (ii) 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 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
Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
Class of Certificates on such Distribution Date and (ii) the amount of any
Allocated Realized Loss Amounts for such Class of Certificates remaining
undistributed from the previous Distribution Date minus any Subsequent
Recoveries applied to that Allocated Realized Loss Amount.
“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 the
Closing Date, among the Seller, the Originator and the Depositor, pursuant
to
which certain of the Seller’s rights under the Master Agreement and the Guaranty
were assigned to the Depositor, substantially in the form attached hereto as
Exhibit C.
“Attestation
Report”: As defined in Section 3.21.
“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, Subsequent Recoveries,
Principal Prepayments, 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 Account for
such
Distribution Date, (d) the aggregate of any amounts deposited in the Collection
Account by the Servicer in respect of related Prepayment Interest Shortfalls
for
such Distribution Date, (e) the aggregate of any Advances made by the Servicer
for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
of any related advances made by the Trustee in respect of the Mortgage Loans
for
such Distribution Date pursuant to Section 7.02, (g) the amount of any
Prepayment Charges collected by the Servicer in connection with the full or
partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
Charge Payment Amount and (h) with respect to the first Distribution Date,
any
amounts withdrawn by the Trustee from the Interest Coverage Account for
distribution on the Certificates over (ii) the sum of (a) amounts reimbursable
or payable to the Servicer pursuant to Section 3.11(a), to the Trustee pursuant
to Section 3.11(b), to the Credit Risk Manager or to the Swap Provider
(including any Net Swap Payment and Swap Termination Payment owed to the Swap
Provider but excluding any Swap Termination Payment owed to the Swap Provider
resulting from a Swap Provider Trigger Event), (b) amounts deposited in the
Collection Account 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 Servicer in connection with the full or partial
prepayment of any of the Mortgage Loans and any Servicer Prepayment Charge
Payment Amount and (d) any indemnification payments or expense reimbursements
made by the Trust Fund pursuant to Section 6.03 or Section 8.05.
“Balloon
Mortgage Loan”: A Mortgage Loan that provides for the payment of the
unamortized Stated Principal Balance of such Mortgage Loan in a single payment
at the maturity of such Mortgage Loan that is substantially greater than the
preceding monthly payment.
“Balloon
Payment”: A payment of the unamortized Stated Principal Balance of a
Mortgage Loan in a single payment at the maturity of such Mortgage Loan that
is
substantially greater than the preceding Monthly Payment.
“Bankruptcy
Code”: The Bankruptcy Reform Act of 1978 (Title 11 of the United States Code),
as amended.
“Base
Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of
(i) LIBOR plus (ii) the related Certificate Margin.
“Basis
Risk Cap Agreement”: The basis risk cap agreement, dated the Closing Date,
between the Basis Risk Cap Provider and the Trustee, including any schedule,
confirmations, credit support annex or other credit support document relating
thereto, and attached hereto as Exhibit P.
“Basis
Risk Cap Amount”: The Basis Risk Cap Amount for any Class of the Floating Rate
Certificates is equal to (i) the aggregate amount received by the Trust from
the
Basis Risk Cap Agreement multiplied by (ii) a fraction equal to (a) the
Certificate Principal Balance of such Class immediately prior to the applicable
Distribution Date divided by (b) the aggregate Certificate Principal Balance
of
the Floating Rate Certificates immediately prior to the applicable Distribution
Date.
“Basis
Risk Cap Collateral Account”: As defined in Section
4.12.
“Basis
Risk Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Trustee and the Basis Risk Cap Provider, which is annexed
to
and forms part of the Basis Risk Cap Agreement.
“Basis
Risk Cap Provider”: The cap provider under the Basis Risk Cap
Agreement. Initially, the Basis Risk Cap Provider shall be The Royal
Bank
of Scotland plc.
“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 Floating Rate Certificates and the Class X 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 Maryland, the State of Florida,
the State of New York, the State of California, the Commonwealth of
Pennsylvania, 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
Account”: The account or accounts created and maintained pursuant to
Section 4.11. The Cap Account must be an Eligible
Account.
“Cap
Allocation Agreement”: The Cap Allocation Agreement, dated as of the
Closing Date among the Trustee, the Cap Trustee and the Seller, a form of which
is attached hereto as Exhibit G.
“Cap
Trust”: As defined in the Cap Allocation Agreement.
“Cap
Trustee”: Xxxxx Fargo Bank, N.A., a national banking association, not
in its individual capacity but solely in its capacity as Cap Trustee, and any
successor thereto.
“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 the 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 and
the NIMS Insurer may conclusively rely upon a certificate of the Depositor
or
the 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 and the NIMS
Insurer 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 each Class of Floating Rate Certificates and
for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
Deferral Amount, the specified REMIC 3 Regular Interest, as
follows:
Certificate
Margin
|
||||||||||
Class
|
REMIC
3
Regular
Interest
|
(1)
(%)
|
(2)
(%)
|
|||||||
I-A-1
|
LTIA1
|
1.000 | % | 2.000 | % | |||||
XX-X-0
|
XXXXX0
|
0.900 | % | 1.800 | % | |||||
XX-X-0
|
XXXXX0
|
0.950 | % | 1.900 | % | |||||
XX-X-0
|
XXXXX0
|
1.100 | % | 2.200 | % | |||||
M-1
|
LTM1
|
2.500 | % | 3.750 | % | |||||
M-2
|
LTM2
|
2.500 | % | 3.750 | % | |||||
M-3
|
LTM3
|
2.500 | % | 3.750 | % | |||||
M-4
|
LTM4
|
2.500 | % | 3.750 | % | |||||
M-5
|
LTM5
|
2.500 | % | 3.750 | % | |||||
M-6
|
LTM6
|
2.500 | % | 3.750 | % | |||||
M-7
|
LTM7
|
2.500 | % | 3.750 | % | |||||
M-8
|
LTM8
|
2.500 | % | 3.750 | % | |||||
M-9
|
LTM9
|
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,
will
be 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 the sum of all amounts actually
distributed in respect of principal of such Class and, in the case of a
Mezzanine 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 4 Regular Interests over (B)
the
then aggregate Certificate Principal Balance of 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
Parties”: As defined in Section 4.05.
“Certifying
Person”: As defined in Section 4.05.
“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
Certificates”: Any one of the Class I-A-1 Certificates, Class II-A-1
Certificates, Class II-A-2 Certificates or Class II-A-3
Certificates.
“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-16, representing (i) a Regular Interest in
REMIC 6, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
Termination Payments and (iii) the right to receive the Class IO Distribution
Amount.
“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 REMIC Regular
Interest in REMIC 5.
“Class
I-A-1 Certificate”: Any one of the Class I-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 (i) a
Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-2, representing (i) a
Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-3, representing (i) a
Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“Class
II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
Trustee, and authenticated and delivered by the Certificate Registrar,
substantially in the form annexed hereto as Exhibit A-4, representing (i) a
Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
Carryover Amount and (iii) the obligation to pay the Class IO Distribution
Amount.
“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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 49.30% 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-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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 54.90%
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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 64.00% 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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 68.30% 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-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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 72.50% 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-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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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 Class A 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) 76.20% 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
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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 78.80% 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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“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) 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-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 (i) a Regular Interest
in
REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
the obligation to pay the Class IO Distribution Amount.
“Class
M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
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) 83.90% 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
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-17, representing a Regular Interest in REMIC
7.
“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 5 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-18 and evidencing the ownership of the Class R-1 Interest,
the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest and
the
Class R-5 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.
“Class
R-5 Interest”: The uncertificated Residual Interest in REMIC
5.
“Class
R-6 Interest”: The uncertificated Residual Interest in REMIC
6.
“Class
R-7 Interest”: The uncertificated Residual Interest in REMIC
7.
“Class
R-8 Interest”: The uncertificated Residual Interest in REMIC
8.
“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-19 and evidencing the ownership of the Class
R-6 Interest, the Class R-7 Interest and the Class R-8 Interest.
“Class
X
Certificates”: Any one of the Class X-1 Certificates or Class X-2
Certificates.
“Class
X-1 Certificate”: Any
one of the Class X-1 Certificates executed by the Trustee, and authenticated
and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-5, representing a Regular Interest in REMIC 5.
“Class
X-2 Certificate”: Any
one of the Class X-2 Certificates executed by the Trustee, and authenticated
and
delivered by the Certificate Registrar, substantially in the form annexed hereto
as Exhibit A-6, representing ownership of the Class X-2
Components.
“Class
X-2 Components”: Any
of the following components, each of which represents an uncertificated Regular
Interest in REMIC 5:
Class
X-2 Component
|
Corresponding
Certificates
|
|
Class
II-A-1 Component
|
Class
II-A-1 Certificates
|
|
Class
II-A-2 Component
|
Class
II-A-2 Certificates
|
|
Class
II-A-3 Component
|
Class
II-A-3 Certificates
|
“Close
of
Business”: As used herein, with respect to any Business Day, 5:00 p.m. (New York
time).
“Closing
Date”: October 11, 2007.
“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 titled “Option One Mortgage
Corporation, as Servicer for Xxxxx Fargo Bank, N.A., as Trustee, in trust for
registered Holders of Soundview Home Loan Trust 2007-OPT4, Asset-Backed
Certificates, Series 2007-OPT4,” which 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 Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx 00000-0000, Attention: Corporate Trust Services - Soundview Home
Loan
Series 2007-OPT4, or at such other address as the Trustee may designate from
time to time by notice to the Certificateholders, the Depositor, the Servicer
and the Originator.
“Corresponding
Certificate”, “Corresponding REMIC 2 Regular Interest”, “Corresponding REMIC 3
Regular Interest”, “Corresponding REMIC 4 Regular Interest” or “Corresponding
REMIC 5 Regular Interest”: With respect to each REMIC 2 Regular Interest, REMIC
3 Regular Interest, REMIC 4 Regular Interest or REMIC 5 Regular Interest set
forth below, the corresponding Regular Certificate set forth in the table
below:
REMIC
2 Regular Interest
|
REMIC
3 Regular Interest
|
REMIC
4 Regular Interest
|
REMIC
5 Regular Interest
|
Regular
Certificate
|
LTIA1
|
LTIA1
|
I-A-1
|
Class
I-A-1
|
Class
I-A-1
|
LTIIA1
|
LTIIA1
|
II-A-1
|
Class
II-A-1
|
Class
II-A-1
|
LTIIA2
|
LTIIA2
|
II-A-2
|
Class
II-A-2
|
Class
II-A-2
|
LTIIA3
|
LTIIA3
|
II-A-3
|
Class
II-A-3
|
Class
II-A-3
|
LTM1
|
LTM1
|
M-1
|
Class
M-1
|
Class
M-1
|
LTM2
|
LTM2
|
M-2
|
Class
M-2
|
Class
M-2
|
LTM3
|
LTM3
|
M-3
|
Class
M-3
|
Class
M-3
|
LTM4
|
LTM4
|
M-4
|
Class
M-4
|
Class
M-4
|
LTM5
|
LTM5
|
M-5
|
Class
M-5
|
Class
M-5
|
LTM6
|
LTM6
|
M-6
|
Class
M-6
|
Class
M-6
|
LTM7
|
LTM7
|
M-7
|
Class
M-7
|
Class
M-7
|
LTM8
|
LTM8
|
M-8
|
Class
M-8
|
Class
M-8
|
LTM9
|
LTM9
|
M-9
|
Class
M-9
|
Class
M-9
|
LTP
|
LTP
|
P
|
Class
P Interest
|
Class
P
|
LTC
|
C
|
Class
C Interest
|
Class
C
|
“Credit
Enhancement Percentage”: For any Distribution Date, the percentage
equivalent of a fraction, the numerator of which is the aggregate Certificate
Principal Balance of the Mezzanine 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 Group I Principal Distribution Amount
and the Group II Principal Distribution Amount to the Holders of the
Certificates then entitled to distributions of principal on such Distribution
Date.
“Credit
Risk Management Agreement”: The agreement between the Credit Risk
Manager and the Servicer regarding the loss mitigation and advisory services
to
be provided by the Credit Risk Manager.
“Credit
Risk Manager”: Xxxxxxx Fixed Income Services Inc., a Colorado corporation, and
its successors and assigns.
“Credit
Risk Manager Fee”: The amount payable to the Credit Risk Manager on each
Distribution Date as compensation for all services rendered by it in the
exercise and performance of any of the powers and duties of the Credit Risk
Manager under the Credit Risk Management Agreement and any other agreement
pursuant to which the Credit Risk Manager is to perform any duties with respect
to the Mortgage Loans, which amount shall equal one twelfth of the product
of
(i) the Credit Risk Manager Fee Rate (without regard to the words “per annum”)
and (ii) the aggregate Stated Principal Balance of the Mortgage Loans and any
related REO Properties as of the first day of the related Due
Period.
“Credit
Risk Manager Fee Rate”: 0.0125% per annum.
“Cumulative
Loss Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is the aggregate
amount of Realized Losses incurred from the Cut-off Date to the last day of
the
preceding calendar month and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.
“Custodian”:
Xxxxx Fargo Bank, N.A., as custodian of the Mortgage Files, or any successor
thereto.
“Cut-off
Date”: With respect to each Mortgage Loan, October 1, 2007. With
respect to all Qualified Substitute Mortgage Loans, their respective dates
of
substitution.
“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 the sum of (i) Mortgage
Loans Delinquent 60 days or more (including Mortgage Loans that are REO
Properties, in foreclosure or in bankruptcy and that are also Delinquent 60
days
or more), (ii) Mortgage Loans which are the subject of modification within
the
previous twelve months prior to such Distribution Date, but not prior to the
Closing Date, (iii) Mortgage Loans which have been repurchased since the Closing
Date and (iv) any Qualified Substitute Mortgage Loan included in the Trust
Fund
in the previous twelve months by (y) the aggregate Stated Principal Balance
of
the Mortgage Loans, in each case, as of the last day of the previous calendar
month, except in the case of liquidated Mortgage Loans, which shall be as of
the
last day of the related Prepayment Period.
“Delinquency
Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
have occurred with respect to the Certificates on a Distribution Date if the
Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
30.00%.
“Delinquent”:
With respect to any Mortgage Loan and related Monthly Payment, the Monthly
Payment due on a Due Date which is not made by the Close of Business on the
next
scheduled Due Date for such Mortgage Loan. For example, a Mortgage Loan is
60 or
more days Delinquent if the Monthly Payment due on a Due Date is not made by
the
Close of Business on the second scheduled Due Date after such Due
Date.
“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 Exchange Act. 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
Institution”: Any depository institution or trust company, including the
Trustee, that (a) is incorporated under the laws of the United States of America
or any State thereof, (b) is subject to supervision and examination by federal
or state banking authorities and (c) has, or is a subsidiary of a holding
company that has, an outstanding unsecured commercial paper or other short-term
unsecured debt obligations that are rated in the highest rating category (P-1
by
Xxxxx’x, A-1 by S&P and F-1 by Fitch) by the Rating Agencies (or a
comparable rating if S&P, Xxxxx’x and Fitch are not the Rating
Agencies).
“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 Servicer on behalf
of
the Trustee) shall not be considered to Directly Operate an REO Property solely
because the Trustee (or the 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 or (iv) an “electing
large partnership” within the meaning of Section 775 of the Code. 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 titled “Distribution Account, Xxxxx
Fargo Bank, N.A., as Trustee, in trust for the registered Certificateholders
of
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series
2007-OPT4” 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
November 2007.
“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
Depository Institution; provided, that following a downgrade, withdrawal, or
suspension of any such Depository Institution’s rating below A-2 by S&P (or
in the case of the Interest Coverage Account, A-1 by S&P), such account
shall promptly (and in any case within not more than 30 calendar days) be moved
to one or more segregated trust accounts in the trust department of such
institution, or to an account at another institution that complies with the
above requirements, (ii) a trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company acting in its fiduciary capacity or (iii) 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. Notwithstanding Section 11.01, this Agreement may be
amended to reduce the rating requirements in clause (i) above, without the
consent of any of the Certificateholders, provided that the Person requesting
such amendment obtains a letter from each Rating Agency stating that such
amendment would not result in the downgrading or withdrawal of the respective
ratings then assigned to the Certificates.
“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.
“Estimated
Swap Termination Payment”: As defined in the Interest Rate Swap
Agreement.
“Excess
Overcollateralized Amount”: With respect to the Floating Rate Certificates and
any Distribution Date, the excess, if any, of the sum 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 and (ii) any amounts received under the Interest Rate Swap
Agreement or the Interest Rate Cap Agreement for such purpose over (iii) the
Overcollateralization Target Amount for such Distribution Date.
“Exchange
Act”: The Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
“Extra
Principal Distribution Amount”: With respect to any Distribution Date, the
lesser of (x) the sum of (A) 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 (B) any amounts payable from amounts received
under
the Interest Rate Swap Agreement and the Interest Rate Cap Agreement pursuant
to
Section 4.01(f)(iii) and Section 4.01(g)(iii), respectively, and (y) the
Overcollateralization Deficiency Amount for such Distribution Date.
“Xxxxxx
Xxx”: 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, the Seller or the Servicer pursuant to or as contemplated by Section
2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer
that all Insurance Proceeds, Liquidation Proceeds and other payments or
recoveries which the Servicer, in its reasonable good faith judgment, expects
to
be finally recoverable in respect thereof have been so recovered. The Servicer
shall maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.
“Fitch”: Fitch
Ratings, Inc., or its successor in interest.
“Fixed-Rate
Mortgage Loan”: A first lien 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
Swap Payment”: With respect to any Distribution Date, an amount equal to the
related amount set forth in the Interest Rate Swap Agreement.
“Floating
Rate Certificates”: The Class A Certificates and the Mezzanine
Certificates.
“Floating
Swap Payment”: With respect to any Distribution Date, an amount equal
to the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined
in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
numerator of which is the actual number of days elapsed from and including
the
previous Floating Rate Payer Period End Date (as defined in the Interest Rate
Swap Agreement) to but excluding the current Floating Rate Payer Period End
Date
(or, for the first Distribution Date, the actual number of days elapsed from
the
Closing Date to but excluding the first Floating Rate Payer Period End Date),
and the denominator of which is 360.
“Form
8-K
Disclosure Information”: The meaning set forth in 4.05(c)(i)
“Formula
Rate”: For any Distribution Date and any Class of the Floating Rate
Certificates, the lesser of (i) the Base Rate 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 Mortgage Loan.
“Group
I
Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i) the Group
I
Principal Remittance Amount for such Distribution Date, and the denominator
of
which is (ii) the Principal Remittance Amount for such Distribution
Date.
“Group
I
Basic Principal Distribution Amount”: With respect to any Distribution Date, the
excess of (i) the Group I Principal Remittance Amount for such Distribution
Date
over (ii)(a) the Overcollateralization Release Amount, if any, for such
Distribution Date multiplied by (b) the Group I Allocation
Percentage.
“Group
I
Certificates”: The Class I-A-1 Certificates.
“Group
I
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 Group I Mortgage Loans.
“Group
I
Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
Balance at origination that conforms to Xxxxxx Xxx and Xxxxxxx Mac loan
limits. The aggregate Stated Principal Balance of the Group I
Mortgage Loans as of the Cut-off Date is equal to $326,787,073.72.
“Group
I
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds equal to the sum of (i) the Group I Basic
Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra
Principal Distribution Amount for such Distribution Date multiplied by (b)
the
Group I Allocation Percentage.
“Group
I
Principal Remittance Amount”: With respect to any Distribution Date, that the
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group I Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion of
all
full Principal Prepayments of the Group I Mortgage Loans applied by the Servicer
during the related Prepayment Period, (iii) the principal portion of all related
partial Principal Prepayments, Net Liquidation Proceeds, Insurance Proceeds
and
Subsequent Recoveries received during the related Prepayment Period with respect
to the Group I Mortgage Loans, (iv) that portion of the Purchase Price,
representing principal of any repurchased Group I Mortgage Loan, deposited
to
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 with respect to the Group I
Mortgage Loans 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 on the Group I Mortgage Loans.
“Group
I
Senior Principal Distribution Amount”: The excess of (x) the
Certificate Principal Balance of the Group I Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 42.90%
and
(ii) the aggregate Stated Principal Balance of the Group I 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
Group I 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 related
Overcollateralization Floor.
“Group
II
Allocation Percentage”: With respect to any Distribution Date, the
percentage equivalent of a fraction, the numerator of which is (i) the Group
II
Principal Remittance Amount for such Distribution Date, and the denominator
of
which is (ii) the Principal Remittance Amount for such Distribution
Date.
“Group
II
Basic Principal Distribution Amount”: With respect to any
Distribution Date, the excess of (i) the Group II Principal Remittance Amount
for such Distribution Date over (ii)(a) the Overcollateralization Release
Amount, if any, for such Distribution Date multiplied by (b) the Group II
Allocation Percentage.
“Group
II
Certificates”: The Class II-A-1 Certificates, Class II-A-2
Certificates and Class II-A-3 Certificates.
“Group
II
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 Group II Mortgage Loans.
“Group
II
Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
Principal Balance at origination that may or may not conform to Xxxxxx Mae
and
Xxxxxxx Mac loan limits. The aggregate Stated Principal Balance of
the Group II Mortgage Loans as of the Cut-off Date is equal to
$168,312,971.97.
“Group
II
Principal Distribution Amount”: With respect to any Distribution Date, that
portion of the Available Funds equal to the sum of (i) the Group II Basic
Principal Distribution Amount for such Distribution Date and (ii)(a) the Extra
Principal Distribution Amount for such Distribution Date multiplied by (b)
the
Group II Allocation Percentage.
“Group
II
Principal Remittance Amount”: With respect to any Distribution Date, that the
portion of Available Funds equal to the sum of (i) each scheduled payment of
principal collected or advanced on the Group II Mortgage Loans by the Servicer
that were due during the related Due Period, (ii) the principal portion of
all
full Principal Prepayments of the Group II Mortgage Loans applied by the
Servicer during the related Prepayment Period, (iii) the principal portion
of
all related partial Principal Prepayments, Net Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received during the related Prepayment Period
with respect to the Group II Mortgage Loans, (iv) that portion of the Purchase
Price, representing principal of any repurchased Group II Mortgage Loan,
deposited to 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 with respect to the
Group II Mortgage Loans 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 on the Group II Mortgage
Loans.
“Group
II
Senior Principal Distribution Amount”: The excess of (x) the aggregate
Certificate Principal Balance of the Group II Certificates immediately prior
to
such Distribution Date over (y) the lesser of (A) the product of (i) 42.90%
and
(ii) the aggregate Stated Principal Balance of the Group II 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
Group II 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 related
Overcollateralization Floor.
“Guaranty”: The Guaranty
Agreement, dated as of September 13, 2007, between H&R Block, Inc. as
guarantor and Greenwich Capital Financial Products, Inc. as buyer as assigned
to
the Depositor pursuant to the Assignment Agreement.
“Highest
Priority”: As of any date of determination, the Class of Mezzanine
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 and Class M-9
Certificates.
“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) which may or may not be guaranteed by the NIMS Insurer.
“Independent”:
When used with respect to any specified Person, any such Person who (a) is
in
fact independent of the Depositor or 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 the Servicer or any Affiliate
thereof, and (c) is not connected with the Depositor or the 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 the 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 the Servicer
or
any Affiliate thereof, as the case may be.
“Independent
Contractor”: Either (i) any Person (other than the Servicer) 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 Servicer) 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
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
the
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
Coverage Account”: The account established and maintained pursuant to
Section 4.14, as defined therein.
“Interest
Coverage Amount”: The amount to be paid by the Depositor to the Trustee for
deposit in the Interest Coverage Account on the Closing Date pursuant to Section
4.14, which amount is $569,439.00.
“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
Rate Cap Agreement”: The interest rate cap agreement, dated the
Closing Date between the Cap Trustee on behalf of the Cap Trust and the Interest
Rate Cap Provider, including any schedule, confirmations, credit support annex
or other credit support document relating thereto, and attached hereto as
Exhibit O.
“Interest
Rate Cap Collateral Account”: As defined in Section
4.12.
“Interest
Rate Cap Credit Support Annex”: The credit support annex, dated the Closing
Date, between the Cap Trustee on behalf of the Cap Trust and the Interest Rate
Cap Provider, which is annexed to and forms part of the Interest Rate Cap
Agreement.
“Interest
Rate Cap Provider”: The cap provider under the Interest Rate Cap
Agreement. Initially, the Interest Rate Cap Provider shall be The
Royal Bank of Scotland plc.
“Interest
Rate Swap Agreement”: The interest rate swap agreement, dated the Closing Date,
between the Supplemental Interest Trust Trustee and the Swap Provider, including
any schedule, confirmations, credit support annex or other credit support
document relating thereto, and attached hereto as Exhibit Q.
“Late
Collections”: With respect to any Mortgage Loan, all amounts received by the
Servicer 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.
“Latest
Possible Maturity Date”: As to each Class of Certificates, the date set forth as
such in the Preliminary Statement hereto.
“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
Reuters Screen LIBOR01 Page, as of 11:00 a.m. (London time) on such Interest
Determination Date. If such rate does not appear on Reuters Screen LIBOR01
Page,
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 Servicer has determined, in accordance with the servicing procedures
specified herein, 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.
“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 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.
“Loan
Group”: Either Loan Group I or Loan Group II, as the context
requires.
“Loan
Group I”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group I.
“Loan
Group II”: The group of Mortgage Loans identified in the Mortgage Loan Schedule
as having been assigned to Loan Group II.
“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 2 Pass-Through Rates for REMIC 2 Regular Interest LTIA1,
REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2
Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2
Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and REMIC
2
Regular Interest LTZZ, with the rate on each such REMIC 2 Regular Interest
(other than REMIC 2 Regular Interest LTZZ) subject to a cap equal to the
Pass-Through Rate for the Corresponding Certificate for the purpose of this
calculation; and with the rate on REMIC 2 Regular Interest LTZZ subject to
a cap
of zero for the purpose of this calculation; provided, however, that solely
for
this purpose, calculations of the Uncertificated REMIC 2 Pass-Through Rate
and
the related caps with respect to each such REMIC 2 Regular Interest (other
than
REMIC 2 Regular Interest LTZZ) shall be multiplied by a fraction, the numerator
of which is the actual number of days in the related Interest Accrual Period
and
the denominator of which is 30.
“Master
Agreement”: The Amended and Restated Master Mortgage Loan Purchase and Servicing
Agreement, dated March 1, 2005, as amended and restated on April 1, 2007, among
the Originator, certain affiliates of the Originator and the
Seller.
“Maximum
Cap Rate”:
(1)
With respect to the Group I Certificates and any Distribution Date (other
than
the first Distribution Date), a per annum rate equal to (A) the product
of
(I)(x) the weighted average of the Adjusted Net Maximum Mortgage Rates
of the
Group I Mortgage Loans (weighted based on the Stated Principal Balance
of each
Group I Mortgage Loan as of the first day of the related Due Period, adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes the first day of the related Due Period) plus (y)
the per
annum rate equal to the product of (a) the Net Swap Payment paid by the
Swap
Provider, if any, divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the first day of the related Due Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes the first day of the related Due Period) and (b) 12,
minus
(z) the per annum rate of the sum of (i) the product of (a) the Net Swap
Payment
owed to the Swap Provider, if any, divided by the aggregate Stated Principal
Balance of the Mortgage Loans as of the first day of the related Due Period
(adjusted to reflect unscheduled principal payments made thereafter during
the
Prepayment Period that includes the first day of the related Due Period)
and (b)
12, (ii) the product of (a) the Swap Termination Payment (other than any
Swap
Termination Payment due to a Swap Provider Trigger Event) owed to the Swap
Provider, if any, divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the first day of the related Due Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes the first day of the related Due Period) and (b) 12
and
(II) 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 minus (B)
the
Class X-1 Pass-Through Rate;
(2) With
respect to the Group II Certificates and any Distribution Date (other than
the
first Distribution Date), a per annum rate equal to (A) the product of
(I)(x)
the weighted average of the Adjusted Net Maximum Mortgage Rates of the
Group II
Mortgage Loans (weighted based on the Stated Principal Balance of each
Group II
Mortgage Loan as of the first day of the related Due Period, adjusted to
reflect
unscheduled principal payments made thereafter during the Prepayment Period
that
includes the first day of the related Due Period) plus (y) the per annum
rate
equal to the product of (a) the Net Swap Payment paid by the Swap Provider,
if
any, divided by the aggregate Stated Principal Balance of the Mortgage
Loans as
of the first day of the related Due Period (adjusted to reflect unscheduled
principal payments made thereafter during the Prepayment Period that includes
the first day of the related Due Period) and (b) 12, minus (z) the per
annum
rate of the sum of (i) the product of (a) the Net Swap Payment owed to
the Swap
Provider, if any, divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the first day of the related Due Period (adjusted
to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes the first day of the related Due Period) and (b) 12,
(ii)
the product of (a) the Swap Termination Payment (other than any Swap Termination
Payment due to a Swap Provider Trigger Event) owed to the Swap Provider,
if any,
divided by the aggregate Stated Principal Balance of the Mortgage Loans
as of
the first day of the related Due Period (adjusted to reflect unscheduled
principal payments made thereafter during the Prepayment Period that includes
the first day of the related Due Period) and (b) 12 and (II) 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 minus (B) the Class X-2 Pass-Through
Rate; and
(3)
With respect to the Mezzanine Certificates and any Distribution Date (other
than
the first Distribution Date), a per annum rate equal to the weighted average
(weighted in proportion to the results of subtracting from the aggregate
Stated
Principal Balance of the Mortgage Loans in each Loan Group as of the first
day
of the related Due Period (adjusted to reflect unscheduled principal payments
made thereafter during the Prepayment Period that includes the first day
of the
related Due Period) the current aggregate Certificate Stated Principal
Balance
of the related Class A Certificates) of (i) the Maximum Cap Rate for the
Group I
Certificates (without regard to clause (B)) and (ii) the Maximum Cap Rate
for
the Group II Certificates (without regard to clause (B));
The
Group
I Certificates, the Group II Certificates and the Mezzanine Certificates
shall
not be subject to a Maximum Cap Rate with respect to the first Distribution
Date.
“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 2 Pass Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
Distribution Date on a balance equal to the Uncertificated Principal Balance
of
REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
in
each case for such Distribution Date, over (b) the sum of the Uncertificated
Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8 and REMIC 2 Regular Interest LTM9, with the rate on each such REMIC 2
Regular Interest subject to a cap equal to the Pass-Through Rate for the related
Corresponding Certificate for the purpose of this calculation; provided,
however, that for this purpose, calculations of the Uncertificated REMIC 2
Pass-Through Rate and the related caps with respect to each such REMIC 2 Regular
Interest (other than REMIC 2 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.
“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 or Class M-9
Certificate.
“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.
“Monthly
Interest Distributable Amount”: With respect to any Class of Floating Rate
Certificates, the Class C Certificates and the Class X 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 or the Class X
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, (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 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, separately identifying the Group I Mortgage Loans and the Group
II
Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan Schedule shall
be prepared by the Depositor and shall set forth the following information
with
respect to each Mortgage Loan, as applicable:
(i) the
Mortgage Loan identifying number;
(ii) [reserved];
(iii) the
state
and zip code of the Mortgaged Property;
(iv) a
code
indicating whether the Mortgaged Property was represented by the borrower,
at
the time of origination, as being owner-occupied;
(v) the
type
of Residential Dwelling constituting the Mortgaged Property;
(vi) the
original months to maturity;
(vii) the
stated remaining months to maturity from the Cut-off Date based on the original
amortization schedule;
(viii) the
Loan-to-Value Ratio at origination;
(ix) the
Mortgage Rate in effect immediately following the Cut-off Date;
(x) the
date
on which the first Monthly Payment was due on the Mortgage Loan;
(xi) the
stated maturity date;
(xii) the
amount of the Monthly Payment at origination;
(xiii) the
amount of the Monthly Payment due on the first Due Date after the Cut- off
Date;
(xiv) the
last
Due Date on which a Monthly Payment was actually applied to the unpaid Stated
Principal Balance;
(xv) the
original principal amount of the Mortgage Loan;
(xvi) the
Stated Principal Balance of the Mortgage Loan as of the Close of Business on
the
Cut-off Date;
(xvii) a
code
indicating the purpose of the Mortgage Loan (i.e., purchase financing, rate/term
refinancing, cash-out refinancing);
(xviii) the
Mortgage Rate at origination;
(xix) a
code
indicating the documentation program (i.e., full documentation, limited income
verification, no income verification, alternative income
verification);
(xx) the
risk
grade;
(xxi) the
Value
of the Mortgaged Property;
(xxii) the
sale
price of the Mortgaged Property, if applicable;
(xxiii) the
actual unpaid principal balance of the Mortgage Loan as of the Cut-off
Date;
(xxiv) the
type
and term of the related Prepayment Charge;
(xxv) 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;
(xxvi) the
program code;
(xxvii) the
Loan
Group; and
(xxviii) the
lien
priority.
The
Mortgage Loan Schedule shall set forth the following information, with respect
to the Mortgage Loans in the aggregate and for each Loan Group as of the Cut-off
Date: (1) the number of Mortgage Loans; (2) the current 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 Servicer in
accordance with the provisions of this Agreement. With respect to any Qualified
Substitute Mortgage Loan, Cut-off Date shall refer to the Cut-off Date for
such
Mortgage Loan, determined in accordance with the definition of Cut-off Date
herein. On the Closing Date, the Depositor will deliver to the
Servicer, as of the Cut-off Date, an electronic copy of the Mortgage Loan
Schedule.
“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
Floating Rate Certificates and the Class X Certificates, (B) the Unpaid Interest
Shortfall Amounts for the Class A Certificates and the Class X 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
Swap
Payment”: In the case of payments made by the Trust, the excess, if any, of (x)
the Fixed Swap Payment over (y) the Floating Swap Payment and in the case of
payments made by the Swap Provider, the excess, if any, of (x) the Floating
Swap
Payment over (y) the Fixed Swap Payment. In each case, the Net Swap Payment
shall not be less than zero.
“Net
WAC
Rate”:
(1) With
respect to the Group I Certificates and any Distribution Date, a per annum
rate
equal to (A) the product of (I)(x) the weighted average of the Adjusted Net
Mortgage Rates of the Group I Mortgage Loans (weighted based on the Stated
Principal Balance of each Group I Mortgage Loan as of the first day of the
related Due Period, adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes the first day of the
related Due Period) minus the per annum rate equal to (y) the sum of (i)
the
product of (a) the Net Swap Payment owed to the Swap Provider, if any, divided
by the aggregate Stated Principal Balance of the Mortgage Loans as of the
first
day of the related Due Period (adjusted to reflect unscheduled principal
payments made thereafter during the Prepayment Period that includes the first
day of the related Due Period) and (b) 12, (ii) the product of (a) the Swap
Termination Payment (other than any Swap Termination Payment due to a Swap
Provider Trigger Event) owed to the Swap Provider, if any, divided by the
aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of
the related Due Period (adjusted to reflect unscheduled principal payments
made
thereafter during the Prepayment Period that includes the first day of the
related Due Period) and (b) 12 and (II) 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 minus (B) the Class X-1 Pass-Through Rate. For
Federal income tax purposes, the Net WAC Rate for the Class I-A-1 Certificates
is a per annum rate equal to the product of (x) the Net WAC Rate for REMIC
4
Regular Interest I-A-1 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 Net WAC Rate for REMIC 4
Regular Interest I-A-1 is a per annum rate equal to the Net WAC Rate for
REMIC 3
Regular Interest LTIA1 minus a per annum rate equal to 0.580%. For
Federal income tax purposes, the Net WAC Rate for REMIC 3 Regular Interest
LTIA1
is a per annum rate equal to the Uncertificated REMIC 2 Pass-Through Rate
on
REMIC 2 Regular Interest LT1GRP.
(2) With
respect to the Group II Certificates and any Distribution Date, a per annum
rate
equal to (A) the product of (I)(x) the weighted average of the Adjusted Net
Mortgage Rates of the Group II Mortgage Loans (weighted based on the Stated
Principal Balance of each Group II Mortgage Loan as of the first day of the
related Due Period, adjusted to reflect unscheduled principal payments made
thereafter during the Prepayment Period that includes the first day of the
related Due Period) minus the per annum rate equal to (y) the sum of (i)
the
product of (a) the Net Swap Payment owed to the Swap Provider, if any, divided
by the aggregate Stated Principal Balance of the Mortgage Loans as of the
first
day of the related Due Period (adjusted to reflect unscheduled principal
payments made thereafter during the Prepayment Period that includes the first
day of the related Due Period) and (b) 12, (ii) the product of (a) the Swap
Termination Payment (other than any Swap Termination Payment due to a Swap
Provider Trigger Event) owed to the Swap Provider, if any, divided by the
aggregate Stated Principal Balance of the Mortgage Loans as of the first
day of
the related Due Period (adjusted to reflect unscheduled principal payments
made
thereafter during the Prepayment Period that includes the first day of the
related Due Period) and (b) 12 and (II) 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 minus (B) the Class X-2 Pass-Through Rate. For
federal income tax purposes, the Net WAC Rate for the Class II-A-1, Class
II-A-2
and Class II-A-3 Certificates is a per annum rate equal to the product of
(x)
the weighted average of the Net WAC Rates for the Corresponding REMIC 4 Regular
Interests, weighted on the basis of the Uncertificated Principal Balances
of
each such REMIC 4 Regular Interest 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 Net WAC
Rate for REMIC 4 Regular Interest II-A-1, REMIC 4 Regular Interest II-A-2
and
REMIC 3 Regular Interest II-A-3 is a per annum rate equal to the Net WAC
Rate
for the Corresponding REMIC 3 Regular Interest minus a per annum rate equal
to
0.680% (for REMIC 4 Regular Interest II-A-1), 0.630% (for REMIC 4 Regular
Interest II-A-2) or 0.480% (for REMIC 3 Regular Interest II-A-3). For federal
income tax purposes, the Net WAC Rate for REMIC 3 Regular Interest LTIIA1,
REMIC
3 Regular Interest LTIIA2 and REMIC 3 Regular Interest LTIIA3 is a per annum
rate equal to the Uncertificated REMIC 2 Pass-Through Rate on REMIC 2 Regular
Interest LT2GRP.
(3) With
respect to the Mezzanine Certificates and any Distribution Date, a per annum
rate equal to the weighted average (weighted in proportion to the results
of
subtracting from the aggregate Stated Principal Balance of the Mortgage Loans
in
each Loan Group as of the first day of the related Due Period (adjusted to
reflect unscheduled principal payments made thereafter during the Prepayment
Period that includes the first day of the related Due Period) the current
aggregate Certificate Principal Balance of the related Class A Certificates)
of
(i) the Net WAC Rate for the Group I Certificates (without regard to clause
(B))
and (ii) the Net WAC Rate for the Group II Certificates (without regard to
clause (B)). For federal income tax purposes, the Net WAC Rate for
the Mezzanine Certificates is a per annum rate equal to the product of (x)
the
Net WAC Rate for the Corresponding REMIC 4 Regular Interest 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 Net WAC Rate for each Corresponding REMIC 4 Regular Interest
is a
per annum rate equal to the Net WAC Rate for the Corresponding REMIC 3 Regular
Interest. For federal income tax purposes, the Net WAC Rate for the
Corresponding REMIC 3 Regular Interest is a per annum rate equal to the weighted
average of the Uncertificated REMIC 2 Pass-Through Rates on (a) REMIC 2 Regular
Interest LT1SUB, subject to a cap and a floor equal to the Uncertificated
REMIC
2 Pass-Through Rate on REMIC 2 Regular Interest LT1GRP and (b) REMIC 2 Regular
Interest LT2SUB, subject to a cap and a floor equal to the Uncertificated
REMIC
2 Pass-Through Rate on REMIC 2 Regular Interest LT2GRP, weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 2 Regular
Interest.
“Net
WAC
Rate Carryover Amount”: With respect to any Class of 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 Formula 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
Formula Rate for the most recently ended 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.
“NIMS
Insurer”: Any insurer that is guaranteeing certain payments under
notes secured by collateral which includes all or a portion of the Class C
Certificates, the Class P Certificates and/or the Residual
Certificates.
“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 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 Notional Amount of REMIC 4 Regular Interest
C. Immediately prior to any Distribution Date with respect to REMIC 4
Regular Interest C, the Notional Amount of REMIC 3 Regular Interest
LTC. Immediately prior to any Distribution Date with respect to REMIC
3 Regular Interest LTC, the aggregate Uncertificated Principal Balance of the
REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
LTP).
With
respect to the Class X-1 Certificates and any Distribution Date, an amount
equal
to the Notional Amount of REMIC 4 Regular Interest X-1. With respect
to REMIC 4 Regular Interest X-1 and any Distribution Date, an amount equal
to
the Uncertificated Principal Balance of REMIC 3 Regular Interest
LTIA1.
With
respect to the Class X-2 Certificates and any Distribution Date, an amount
equal
to the aggregate Notional Amounts of the Class X-2 Components. With
respect to each of the Class II-A-1 Component, the Class II-A-2 Component and
the Xxxx XX-A-3 Component, an amount equal to the Notional Amount of
REMIC 4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
4
Regular Interest X-2-A-3, respectively. With respect to each of REMIC
4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular
Interest X-2-A-3, an amount equal to the Uncertificated Principal Balance of
REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2 and REMIC
3
Regular Interest LTIIA3, respectively.
With
respect to REMIC 2 Regular Interest LTIO and each Distribution Date listed
below, the aggregate Uncertificated Principal Balance of the REMIC 1 Regular
Interests ending with the designation “A” listed below:
Distribution
Date
|
REMIC
1 Regular Interests
|
|
1st
through
10th
|
I-1-A
through I-51-A and II-1-A through II-51-A
|
|
11
|
I-2-A
through I-51-A and II-2-A through II-51-A
|
|
12
|
I-3-A
through I-51-A and II-3-A through II-51-A
|
|
13
|
I-4-A
through I-51-A and II-4-A through II-51-A
|
|
14
|
I-5-A
through I-51-A and II-5-A through II-51-A
|
|
15
|
I-6-A
through I-51-A and II-6-A through II-51-A
|
|
16
|
I-7-A
through I-51-A and II-7-A through II-51-A
|
|
17
|
I-8-A
through I-51-A and II-8-A through II-51-A
|
|
18
|
I-9-A
through I-51-A and II-9-A through II-51-A
|
|
19
|
I-10-A
through I-51-A and II-10-A through II-51-A
|
|
20
|
I-11-A
through I-51-A and II-11-A through II-51-A
|
|
21
|
I-12-A
through I-51-A and II-12-A through II-51-A
|
|
22
|
I-13-A
through I-51-A and II-13-A through II-51-A
|
|
23
|
I-14-A
through I-51-A and II-14-A through II-51-A
|
|
24
|
I-15-A
through I-51-A and II-15-A through II-51-A
|
|
25
|
I-16-A
through I-51-A and II-16-A through II-51-A
|
|
26
|
I-17-A
through I-51-A and II-17-A through II-51-A
|
|
27
|
I-18-A
through I-51-A and II-18-A through II-51-A
|
|
28
|
I-19-A
through I-51-A and II-19-A through II-51-A
|
|
29
|
I-20-A
through I-51-A and II-20-A through II-51-A
|
|
30
|
I-21-A
through I-51-A and II-21-A through II-51-A
|
|
31
|
I-22-A
through I-51-A and II-22-A through II-51-A
|
|
32
|
I-23-A
through I-51-A and II-23-A through II-51-A
|
|
33
|
I-24-A
through I-51-A and II-24-A through II-51-A
|
|
34
|
I-25-A
through I-51-A and II-25-A through II-51-A
|
|
35
|
I-26-A
through I-51-A and II-26-A through II-51-A
|
|
36
|
I-27-A
through I-51-A and II-27-A through II-51-A
|
|
37
|
I-28-A
through I-51-A and II-28-A through II-51-A
|
|
38
|
I-29-A
through I-51-A and II-29-A through II-51-A
|
|
39
|
I-30-A
through I-51-A and II-30-A through II-51-A
|
|
40
|
I-31-A
through I-51-A and II-31-A through II-51-A
|
|
41
|
I-32-A
through I-51-A and II-32-A through II-51-A
|
|
42
|
I-33-A
through I-51-A and II-33-A through II-51-A
|
|
43
|
I-34-A
through I-51-A and II-34-A through II-51-A
|
|
44
|
I-35-A
through I-51-A and II-35-A through II-51-A
|
|
45
|
I-36-A
through I-51-A and II-36-A through II-51-A
|
|
46
|
I-37-A
through I-51-A and II-37-A through II-51-A
|
|
47
|
I-38-A
through I-51-A and II-38-A through II-51-A
|
|
48
|
I-39-A
through I-51-A and II-39-A through II-51-A
|
|
49
|
I-40-A
through I-51-A and II-40-A through II-51-A
|
|
50
|
I-41-A
through I-51-A and II-41-A through II-51-A
|
|
51
|
I-42-A
through I-51-A and II-42-A through II-51-A
|
|
52
|
I-43-A
through I-51-A and II-43-A through II-51-A
|
|
51
|
I-44-A
through I-51-A and II-44-A through II-51-A
|
|
51
|
I-45-A
through I-51-A and II-45-A through II-51-A
|
|
55
|
I-46-A
through I-51-A and II-46-A through II-51-A
|
|
56
|
I-47-A
through I-51-A and II-47-A through II-51-A
|
|
57
|
I-48-A
through I-51-A and II-48-A through II-51-A
|
|
58
|
I-49-A
through I-51-A and II-49-A through II-51-A
|
|
59
|
I-50-A
and I-51-A and II-50-A and II-51-A
|
|
60
|
I-51-A
and II-51-A
|
|
thereafter
|
$0.00
|
With
respect to REMIC 3 Regular Interest LTIO and any Distribution Date, an amount
equal to the Notional Amount of REMIC 2 Regular Interest LTIO. With respect
to
REMIC 4 Regular Interest IO and any Distribution Date, an amount equal to the
Notional Amount of REMIC 3 Regular Interest LTIO. With respect to the Class
IO
Interest and any Distribution Date, an amount equal to the Notional Amount
of
REMIC 4 Regular Interest IO.
“Offered
Certificates”: The Class A Certificates and the Class X Certificates
offered to the public pursuant to the Prospectus Supplement.
“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),
or by the Treasurer, the Secretary, or one of the assistant treasurers or
assistant secretaries of the Servicer, the Originator, the Seller or the
Depositor, as applicable.
“Opinion
of Counsel”: A written opinion of counsel, who may, without limitation, be a
salaried counsel for the Depositor, the Seller or the 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 Floating Rate
Certificates, the Class C Certificates, the Class C Interest, the Class IO
Interest, REMIC 8 Regular Interest SWAP IO, the Class P Certificates and the
Class P Interest, the corresponding amounts set forth opposite such Class above
in the Preliminary Statement.
“Originator”:
Option One Mortgage 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 Group I Certificates, $1,633,935.37. With
respect to the Group II Certificates, $841,564.86. With respect to
the Mezzanine Certificates and for the purpose of calculating the
Overcollateralization Target Amount, $2,475,500.23.
“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 (x) prior to
the Stepdown Date, an amount equal to 8.05% of the aggregate Cut-off Date
Principal Balance of the Mortgage Loans, (y) on or after the Stepdown Date
provided a Trigger Event is not in effect, the greater of (A) 16.10% 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 (z) 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 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 aggregate Certificate Principal Balance of 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 Floating Rate Certificates and any Distribution Date,
the lesser of (a) the related Formula Rate and (b) the related Net WAC Rate
for
such Distribution Date.
With
respect to the Class X-1 Certificates and any Distribution Date, a per annum
rate equal to 0.580%. For federal income tax purposes, the Class X-1
Certificates will be entitled to 100% of amounts distributed on REMIC 4 Regular
Interest X-1.
With
respect to the Class X-2 Certificates and any Distribution Date, a per annum
rate equal to the weighted average (weighted based on the Notional Amount of
the
respective Class X-2 Component) of the Pass-Through Rates for each of the Class
X-2 Components. With respect to the Class X-2 Components and any
Distribution Date, the Pass-Through Rate shall equal the fixed rate set forth
below for such Distribution Date:
Class
X Component
|
Pass-Through
Rate
|
|
II-A-1
|
0.680%
|
|
II-A-2
|
0.630%
|
|
II-A-3
|
0.480%
|
For
federal income tax purposes, the Class X-2 Certificates will be entitled to
100%
of amounts distributed on the Class X-2 Components. For federal income tax
purposes, the Class X-2 Components will not have a Pass-Through Rate, but will
be entitled to 100% of amounts distributed on REMIC 4 Regular Interest X-2-A-1,
REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular Interest X-2-A-3,
respectively.
With
respect to the Class C Certificates, 100% of the interest distributable to
the
Class C Interest, expressed as a per annum rate. With respect to the
Class C Interest, 100% of the interest distributable to REMIC 4 Regular Interest
C, expressed as a per annum rate.
The
REMIC
8 Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
interest for such Regular Interest and each Distribution Date shall be an amount
equal to 100% of the amounts distributable to the Class IO Interest for such
Distribution Date. The Class IO Interest shall not have a
Pass-Through Rate, but interest for such Regular Interest and each Distribution
Date shall be an amount equal to 100% of the amounts distributable to REMIC
4
Regular Interest IO.
The
Class
P Interest, Class P Certificates, Class R Certificates and Class R-X
Certificates will not accrue interest and therefore will not have a Pass-Through
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 Servicer, the NIMS Insurer, the Trustee
or any of their respective Affiliates or for which an Affiliate of the NIMS
Insurer or 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 S&P (and if rated by any other Rating Agency, also by
such other 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 S&P
(and if rated by any other Rating Agency, also by such other 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 Xxxxx’x and “AAAm” or “AAAm-G” 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 both Loan Groups as of such date.
“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.
The
Prepayment Charge Schedule shall be amended from time to time by the Servicer
in
accordance with the provisions of this Agreement and a copy of such amended
Prepayment Charge Schedule shall be furnished by the Servicer to the NIMS
Insurer.
“Prepayment
Interest Excess”: 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 between the first day and
the
15th day of
the
calendar month in which such Distribution Date occurs, 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 one-month’s interest
at the applicable Net Mortgage Rate less any payments made by the
Mortgagor.
“Prepayment
Period”: With respect to any Distribution Date, the period commencing on the
16th day of
the
calendar month preceding the month in which the related Distribution Date occurs
(or, in the case of the first Distribution Date, from October 1, 2007) and
ending on the 15th day of
the
calendar 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
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, the sum of
the Group I Principal Remittance Amount and the Group II Principal Remittance
Amount.
“Prospectus
Supplement”: That certain Prospectus Supplement dated October 11, 2007 relating
to the public offering of the Offered Certificates.
“Purchase
Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
Seller or the 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 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 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 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 Servicer, the NIMS Insurer 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 an Officers’ Certificate of the Originator 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, (xii) be a first lien
mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and
(xiii) conform to each representation and warranty set forth in Section 7.02
of
the Master Agreement or 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
clause (ii) 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 (vii) 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 (ix) 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 (xii) 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 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 Servicer.
“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 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 Floating Rate Certificates and the Class X
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 any of the Floating Rate Certificates or
the
Class X Certificates are available pursuant to Section 5.02, the Record Date
for
such Certificates that are Definitive Certificates shall be the last Business
Day of the calendar month preceding the month in which the related Distribution
Date occurs and (ii) 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.
“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 the Servicer or any Affiliate thereof and (iii) which have
been designated as such by the Trustee after consultation with the Depositor;
provided, however, that if fewer than two of such banks provide a LIBOR rate,
then any leading banks selected by the Trustee after consultation with the
Depositor 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 Floating Rate Certificates, Class X Certificates, Class
C Certificates or Class P Certificates.
“Reimbursement
amount”: As defined in Section 3.29.
“Relief
Act”: The Servicemembers Civil Relief Act or any state law 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 or any similar state or local laws, 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 or such state or local laws.
“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 Interest Coverage Account, the Basis
Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Account, the Cap
Allocation Agreement, the Cap Trust, any Servicer Prepayment Charge Payment
Amounts, the Swap Account, the Supplemental Interest Trust or the Interest
Rate
Swap Agreement.
“REMIC
1
Group I Regular Interests”: REMIC 1 Regular Interest I and REMIC 1 Regular
Interest I-1-A through REMIC 1 Regular Interest I-51-B as designated in the
Preliminary Statement hereto.
“REMIC
1
Group II Regular Interests”: REMIC 1 Regular Interest II and REMIC 1
Regular Interest II-1-A through REMIC 1 Regular Interest II-51-B as designated
in the Preliminary Statement hereto.
“REMIC
1
Regular Interests”: Any 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.
“REMIC
2”: The segregated pool of assets consisting of all of the REMIC 1 Regular
Interests and conveyed in trust to the Trustee, for the benefit of REMIC 3,
as
holder of the REMIC 2 Regular Interests, and the Class R Certificateholders,
as
Holders 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
2
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 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA
minus
the Marker Rate, divided by (b) 12.
“REMIC
2
Marker Allocation Percentage”: 50% of any amount payable or loss
attributable from the Mortgage Loans, which shall be allocated to REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2
Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest
LTM8, REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC
2
Regular Interest LTP.
“REMIC
2
Overcollateralization Amount”: With respect to any date of determination, (i)
0.50% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
Interests (other than REMIC 2 Regular Interest LTP), minus (ii) the aggregate
Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9 in each case
as
of such date of determination.
“REMIC
2
Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target
Amount.
“REMIC
2
Principal Loss Allocation Amount”: With respect to any Distribution Date, an
amount equal to the product of (i) 50% of 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 2 Regular Interest LTIA1, REMIC 2
Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9, and the
denominator of which is the aggregate Uncertificated Principal Balance of REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9 and REMIC 2 Regular Interest LTZZ.
“REMIC
2
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 2 issued hereunder and designated as a Regular Interest
in
REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 2 Regular Interest
LTIO), 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 2
Regular Interests: REMIC 2 Regular Interest LTAA, REMIC 2 Regular
Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest
LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC
2
Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest
LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2
Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest
LTM9, REMIC 2 Regular Interest LTZZ, REMIC 2 Regular Interest LTP, REMIC 2
Regular Interest LTIO, REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest
LT1GRP, REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and
REMIC 2 Regular Interest LTXX.
“REMIC
2
Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
attributable to the Mortgage Loans, which shall be allocated to REMIC 2 Regular
Interest LT1SUB, REMIC 2 Regular Interest LT1GRP, REMIC 2 Regular Interest
LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC 2 Regular Interest
LTXX.
“REMIC
2
Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
each REMIC 2 Regular Interest ending with the designation “SUB,” equal to the
ratio between, with respect to each such REMIC 2 Regular Interest, the excess
of
(x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
Loan Group over (y) the current aggregate Certificate Principal Balance of
Class
A Certificates in the related Loan Group.
“REMIC
3”: The segregated pool of assets consisting of all of the REMIC 2
Regular Interests and conveyed in trust to the Trustee, for the benefit of
REMIC
4, as holder of the REMIC 3 Regular Interests, and the Class R
Certificateholders, as Holders 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
3
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 3 issued hereunder and designated as a Regular Interest
in
REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the related
Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 3 Regular Interest
LTIO), 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 3
Regular Interests: REMIC 3 Regular Interest LTIA1, REMIC 3 Regular
Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest
LTIIA3, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC
3
Regular Interest LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest
LTM5, REMIC 3 Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3
Regular Interest LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest
LTC, REMIC 3 Regular Interest LTP and REMIC 3 Regular Interest
LTIO.
“REMIC
4”: The segregated pool of assets consisting of all of the REMIC 3
Regular Interests and conveyed in trust to the Trustee, for the benefit of
REMIC
5, as holder of the REMIC 4 Regular Interests, and the Class R
Certificateholders, as Holders 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
4
Regular Interests”: One of the separate non-certificated beneficial ownership
interests in REMIC 4 issued hereunder and designated as a Regular Interest
in
REMIC 4. Each REMIC 4 Regular Interest shall accrue interest at the related
Uncertificated REMIC 4 Pass-Through Rate in effect from time to time, and shall
be entitled to distributions of principal (other than REMIC 4 Regular Interest
LTIO), 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 4
Regular Interests: REMIC 4 Regular Interest I-A-1, REMIC 4 Regular
Interest II-A-1, REMIC 4 Regular Interest II-A-2, REMIC 4 Regular Interest
II-A-3, REMIC 4 Regular Interest M-1, REMIC 4 Regular Interest M-2, REMIC 4
Regular Interest M-3, REMIC 4 Regular Interest M-4, REMIC 4 Regular Interest
M-5, REMIC 4 Regular Interest M-6, REMIC 4 Regular Interest M-7, REMIC 4 Regular
Interest M-8, REMIC 4 Regular Interest M-9, REMIC 4 Regular Interest C, REMIC
4
Regular Interest P, REMIC 4 Regular Interest IO, REMIC 4 Regular Interest X-1,
REMIC 4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
4
Regular Interest X-2-A-3.
“REMIC
5”: The segregated pool of assets consisting of all of the REMIC 4 Regular
Interests conveyed in trust to the Trustee, for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates and Class P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-5 Interest), pursuant
to
Article II hereunder, and all amounts deposited therein, with respect to which
a
separate REMIC election is to be made.
“REMIC
5
Regular Interest”: The Class C Interest, Class P Interest, Class IO
Interest and any “regular interest” in REMIC 5 the ownership of which is
represented by a Regular Certificate.
“REMIC
6”: The segregated pool of assets consisting of the Class C Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class C Certificates
and the Class R-X Certificates (in respect of the Class R-6 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
7”: The segregated pool of assets consisting of the Class P Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the Class P Certificates
and the Class R-X Certificates (in respect of the Class R-7 Interest), pursuant
to Article II hereunder, and all amounts deposited therein, with respect to
which a separate REMIC election is to be made.
“REMIC
8”: The segregated pool of assets consisting of the SWAP IO Interest conveyed
in
trust to the Trustee, for the benefit of the Holders of the REMIC 8 Regular
Interest Class IO and the Class R-X Certificates (in respect of the Class R-8
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.
“REMIC
Regular Interests”: The REMIC 1 Regular Interests, the REMIC 2
Regular Interests, the REMIC 3 Regular Interests, the REMIC 4 Regular Interests
and the REMIC 5 Regular Interests.
“Remittance
Report”: A report prepared by the Servicer and delivered to the Trustee and the
NIMS Insurer 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 the 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 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 Servicer on behalf of the Trust
Fund through foreclosure or deed-in-lieu of foreclosure, as described in Section
3.23.
“Reportable
Event”: The meaning set forth in Section 4.05(c)(i).
“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 director, any vice
president, any assistant vice president, the Secretary, any assistant secretary,
the Treasurer, any assistant treasurer 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.
“Sarbanes
Oxley Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the
Commission promulgated thereunder (including any interpretations thereof by
the
Commission’s staff).
“Xxxxxxxx-Xxxxx
Certification”: A written certification signed by an officer of the Depositor
that complies with (i) the Xxxxxxxx-Xxxxx Act of 2002, as amended from time
to
time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect from
time to time; provided that if, after the Closing Date (a) the Xxxxxxxx-Xxxxx
Act of 2002 is amended, (b) the Rules referred to in clause (ii) are modified
or
superseded by any subsequent statement, rule or regulation of the Commission
or
any statement of a division thereof, or (c) any future releases, rules and
regulations are published by the Securities and Exchange Commission from time
to
time pursuant to the Xxxxxxxx-Xxxxx Act of 2002, which in any such case affects
the form or substance of the required certification and results in the required
certification being, in the reasonable judgment of the Depositor, materially
more onerous than the form of the required certification as of the Closing
Date,
the Xxxxxxxx-Xxxxx Certification shall be as agreed to by the Depositor and
the
Seller following a negotiation in good faith to determine how to comply with
any
such new requirements.
“SEC”: Securities
and Exchange Commission.
“Seller”:
Greenwich Capital Financial Products, Inc., a Delaware corporation, in its
capacity as Seller under the Assignment Agreement.
“Senior
Principal Distribution Amount”: With respect to any Distribution Date, the sum
of (i) the Group I Senior Principal Distribution Amount and (ii) the Group
II
Senior Principal Distribution Amount.
“Servicer”:
Option One Mortgage Corporation, or any successor servicer appointed as herein
provided, in its capacity as Servicer hereunder.
“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 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, two Business Days prior
to such Distribution Date.
“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
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, (iv) obtaining broker price opinions, (v) locating missing
Mortgage Loan documents and (vi) 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 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. The Servicer shall not be required to make any Servicing
Advance that would be a Nonrecoverable Advance.
“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation
AB, as such may be amended from time to time.
“Servicing
Fee”: With respect to each Mortgage Loan and for any Due Period, an
amount equal to one month’s interest (or in the event of any payment of interest
which accompanies a Principal Prepayment in full made by the Mortgagor during
such calendar month, interest for the number of days covered by such payment
of
interest) at the related Servicing Fee Rate on the same principal amount on
which interest on such Mortgage Loan accrues for such calendar month. A portion
of such Servicing Fee may be retained by any Sub-Servicer as its servicing
compensation.
“Servicing
Fee Rate”: 0.30% per annum for the
first 10 Due Periods; 0.40% per annum for Due Periods 11 through 30; and 0.65%
per annum for Due Period 31 and thereafter.
“Servicing
Officer”: Any officer of the 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 the Servicer
to
the Trustee and the Depositor on the Closing Date, as such list may from time
to
time be amended.
“Servicing
Rights Pledgee”: One or more lenders, selected by the Servicer, to
which the Servicer may pledge and assign all of its right, title and interest
in, to and under this Agreement.
“Servicing
Standard”: As defined 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.
“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
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 Distribution Date following the
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 November 2010 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 Group I Principal Distribution Amount and the
Group
II Principal Distribution Amount to the Certificates then entitled to
distributions of principal on such Distribution Date) is equal to or greater
than 57.10%.
“Sub-Servicer”:
Any Person with which the 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
Servicer.
“Sub-Servicing
Agreement”: The written contract between the 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 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.
“Supplemental
Interest Trust”: As defined in Section 4.09(a).
“Supplemental
Interest Trust Trustee”: Xxxxx Fargo Bank, N.A., a national banking association,
not in its individual capacity but solely in its capacity as Supplemental
Interest Trust Trustee, and any successor thereto.
“Swap
Account”: The account or accounts created and maintained pursuant to Section
4.09. The Swap Account must be an Eligible Account.
“Swap
Credit Support Annex”: The credit support annex, dated the Closing Date, between
the Supplemental Interest Trust Trustee and the Interest Rate Swap Provider,
which is annexed to and forms part of the Interest Rate Swap
Agreement.
“Swap
Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
of Certificates resulting from the application of the Net WAC Rate due to a
discrepancy between the Notional Amount of REMIC 8 Regular Interest SWAP IO
and
the scheduled notional amount pursuant to the Interest Rate Swap
Agreement.
“Swap
LIBOR”: A per annum
rate equal to the floating rate payable by the Swap Provider under the Swap
Agreement.
“Swap
Provider”: The swap provider under the Interest Rate Swap
Agreement. Initially, the Swap Provider shall be The Royal Bank of
Scotland plc.
“Swap
Provider Trigger Event”: A Swap Termination Payment that is triggered upon: (i)
an Event of Default under the Interest Rate Swap Agreement with respect to
which
the Swap Provider is a Defaulting Party (as defined in the Interest Rate Swap
Agreement), (ii) a Termination Event under the Interest Rate Swap Agreement
with
respect to which the Swap Provider is the sole Affected Party (as defined in
the
Interest Rate Swap Agreement) or (iii) an Additional Termination Event under
the
Interest Rate Swap Agreement with respect to which the Swap Provider is the
sole
Affected Party.
“Swap
Termination Payment”: The payment due to either party under the Interest Rate
Swap Agreement upon the early termination of the Interest Rate Swap
Agreement.
“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.
“Three
Month Rolling Delinquency Percentage”: With respect to the Mortgage
Loans and any Distribution Date, the average for the three most recent calendar
months of the fraction, expressed as a percentage, the numerator of which is
(x)
the sum (without duplication) of the aggregate of the Stated Principal Balances
of all Mortgage Loans that are (i) 60 or more days Delinquent, (ii) in
bankruptcy and 60 or more days Delinquent, (iii) in foreclosure and 60 or more
days Delinquent or (iv) REO Properties, and the denominator of which is (y)
the
sum of the Stated Principal Balances of the Mortgage Loans, in the case of
both
(x) and (y), as of the Close of Business on the last Business Day of each of
the
three most recent calendar months.
“Trigger
Event”: A Trigger Event is in effect with respect to any Distribution Date on or
after the Stepdown Date if:
(i) the
Delinquency Percentage exceeds 28.02% of the Credit Enhancement Percentage;
or
(ii) the
aggregate amount of Realized Losses incurred since the Cut-off Date through
the
last day of the related Due Period (reduced by the aggregate amount of
Subsequent Recoveries received since the Cut-off Date through the last day
of
the related Due Period) divided by the aggregate Stated Principal Balance of
the
Mortgage Loans as of the Cut-off Date (the “Realized Loss Percentage”) exceeds
the applicable percentages set forth below with respect to such Distribution
Date:
Distribution
Date Occurring
In
|
Percentage
|
|
November
2009 - October
2010
|
1.90%
for the first month, plus an
additional 1/12th
of 2.35% for each
month
thereafter.
|
|
November
2010 - October
2011
|
4.25%
for the first month, plus an
additional 1/12th
of 2.50% for each
month
thereafter.
|
|
November
2011 - October
2012
|
6.75%
for the first month, plus an
additional 1/12th
of 2.00% for each
month
thereafter.
|
|
November
2012 - October
2013
|
8.75%
for the first month, plus an
additional 1/12th
of 1.15% for each
month
thereafter.
|
|
November
2013 - October
2014
|
9.90%
for the first month, plus an
additional 1/12th
of 0.10% for each
month
thereafter.
|
|
November
2014 and
thereafter
|
10.00%.
|
“Trust”: Soundview
Home Loan Trust 2007-OPT4, 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, REMIC 5, REMIC
6,
REMIC 7, REMIC 8, any Servicer Prepayment Charge Payment Amounts, the Net WAC
Rate Carryover Reserve Account, the Interest Coverage Account, the Swap Account,
the Supplemental Interest Trust, the Interest Rate Swap Agreement, the Basis
Risk Cap Agreement, the Interest Rate Cap Agreement, the Cap Allocation
Agreement, the Cap Account and the Cap Trust.
“Trustee”:
Xxxxx Fargo Bank, N.A., a national banking association, or any successor trustee
appointed as herein provided.
“Trustee
Compensation”: The Trustee Compensation shall be all income earned on
amounts on deposit in the Distribution Account.
“Uncertificated
Accrued Interest”: With respect to each REMIC Regular Interest on each
Distribution Date, an amount equal to one month’s interest at the related
Uncertificated REMIC Pass-Through Rate on the Uncertificated Principal Balance
of such REMIC Regular Interest. In each case, Uncertificated Accrued Interest
will be reduced by any Net Prepayment Interest Shortfalls, Relief Act Interest
Shortfalls (allocated to such REMIC 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 Regular Interest, the
amount of such REMIC Regular Interest outstanding as of any date of
determination. As of the Closing Date, the Uncertificated Principal Balance
of
each REMIC 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 Regular
Interest shall be reduced by all distributions of principal made on such REMIC
Regular Interest on such Distribution Date pursuant to Section 4.08 and, if
and
to the extent necessary and appropriate, shall be further reduced on such
Distribution Date by Realized Losses as provided in Section 4.08, and the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTZZ shall be
increased by interest deferrals as provided in Section 4.08. 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 2 Regular Interests over (B) the then aggregate Certificate
Principal Balance of the Floating Rate Certificates and the Class P Certificates
then outstanding. The Uncertificated Principal Balance of each REMIC Regular
Interest that has an Uncertificated Principal Balance shall never be less than
zero.
“Uncertificated
REMIC Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through
Rate, the Uncertificated REMIC 2 Pass-Through Rate, the Uncertificated REMIC
3
Pass-Through Rate or the Uncertificated REMIC 4 Pass-Through Rate, as
applicable.
“Uncertificated
REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest
I and each Distribution Date, a per annum rate equal to the weighted average
Adjusted Net Mortgage Rate of the Group I Mortgage Loans. With
respect to each REMIC 1 Group I Regular Interest ending with the designation
“A”, a per annum rate equal to the weighted average Adjusted Net Mortgage Rate
of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate of
10.420%. With respect to each REMIC 1 Group I Regular Interest ending
with the designation “B”, the greater of (x) a per annum rate equal to the
excess, if any, of (i) 2 multiplied by the weighted average Adjusted Net
Mortgage Rate of the Group I Mortgage Loans over (ii) 10.420% and (y)
0.00%.
With
respect to REMIC 1 Regular Interest II and each Distribution Date, a per annum
rate equal to the weighted average Adjusted Net Mortgage Rate of the Group
II
Mortgage Loans. With respect to each REMIC 1 Group II Regular
Interest ending with the designation “A”, a per annum rate equal to the weighted
average Adjusted Net Mortgage Rate of the Group II Mortgage Loans multiplied
by
2, subject to a maximum rate of 10.420%. With respect to each REMIC 1
Group II Regular Interest ending with the designation “B”, the greater of (x) a
per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
average Adjusted Net Mortgage Rate of the Group II Mortgage Loans over (ii)
10.420% and (y) 0.00%.
“Uncertificated
REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest
LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
2
Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
Interest LTM1, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3,
REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTZZ, REMIC 2 Regular
Interest LTP, REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT2SUB
and REMIC 2 Regular Interest LTXX, a per annum rate (but not less than zero)
equal to the weighted average of (v) with respect to REMIC 1 Regular Interest
I,
REMIC 1 Regular Interest II and REMIC 1 Regular Interest P, the Uncertificated
REMIC 1 Pass-Through Rates for each such REMIC 1 Regular Interests for each
such
Distribution Date, (w) with respect to REMIC 1 Regular Interests ending with
the
designation “B”, the weighted average of the Uncertificated REMIC 1 Pass-Through
Rates for such REMIC 1 Regular Interests, weighted on the basis of the
Uncertificated Principal Balance of such REMIC 1 Regular Interests for each
such
Distribution Date and (x) with respect to REMIC 1 Regular Interests ending
with
the designation “A”, for each Distribution Date listed below, the weighted
average of the rates listed below for each such REMIC 1 Regular Interest listed
below, weighted on the basis of the Uncertificated Principal Balance of each
such REMIC 1 Regular Interest for each such Distribution Date:
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
1st
through
9th
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
10
|
I-1-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
11
|
I-2-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-2-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate Uncertificated
REMIC 1
Pass-Through Rate
|
|||
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
12
|
I-3-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-3-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
and II-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
13
|
I-4-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-4-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
14
|
I-5-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-5-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
15
|
I-6-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-6-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
16
|
I-7-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-7-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
17
|
I-8-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-8-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
18
|
I-9-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-9-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
19
|
I-10-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-10-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
20
|
I-11-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-11-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
21
|
I-12-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-12-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
22
|
I-13-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-13-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
23
|
I-14-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-14-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
24
|
I-15-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-15-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
25
|
I-16-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-16-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
26
|
I-17-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-17-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
27
|
I-18-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-18-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
28
|
I-19-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-19-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
29
|
I-20-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-20-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
30
|
I-21-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-21-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
31
|
I-22-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-22-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
32
|
I-23-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-23-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
33
|
I-24-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-24-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
34
|
I-25-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-25-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
35
|
I-26-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-26-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
36
|
I-27-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-27-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
37
|
I-28-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-28-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
38
|
I-29-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-29-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
39
|
I-30-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-30-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
40
|
I-31-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-31-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
41
|
I-32-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-32-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
42
|
I-33-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-33-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
43
|
I-34-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-34-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
44
|
I-35-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-35-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
45
|
I-36-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-36-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
46
|
I-37-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-37-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
47
|
I-38-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-38-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
48
|
I-39-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-39-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
49
|
I-40-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-40-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
50
|
I-41-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-41-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
51
|
I-42-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-42-A
through II-41-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
52
|
I-43-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-43-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-42-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-42-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
53
|
I-44-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-44-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
54
|
I-45-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-45-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
55
|
I-46-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-46-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
56
|
I-47-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-47-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
57
|
I-48-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-48-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
58
|
I-49-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-49-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
59
|
I-50-A
and I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-50-A
and II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
60
|
I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
|||
I-1-A
through I-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
II-1-A
through II-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
thereafter
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LT1GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest I, the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1
Regular Interests for each such Distribution Date, (x) with respect to REMIC
1
Group I Regular Interests ending with the designation “B”, the weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests, weighted on the basis of the Uncertificated Principal Balance of
such
REMIC 1 Regular Interests for each such Distribution Date and (y) with respect
to REMIC 1 Group I Regular Interests ending with the designation “A”, for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC 1 Regular Interest listed below, weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
for
each such Distribution Date:
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
1st
through
9th
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||
10
|
I-1-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
11
|
I-2-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
12
|
I-3-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
and I-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
13
|
I-4-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
14
|
I-5-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
15
|
I-6-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
16
|
I-7-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
17
|
I-8-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
18
|
I-9-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
18
|
I-10-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
20
|
I-11-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
21
|
I-12-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
22
|
I-13-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
23
|
I-14-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
24
|
I-15-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
25
|
I-16-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
26
|
I-17-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
27
|
I-18-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
28
|
I-19-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
29
|
I-20-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
30
|
I-21-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
31
|
I-22-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
32
|
I-23-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
33
|
I-24-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
34
|
I-25-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
35
|
I-26-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
36
|
I-27-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
37
|
I-28-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
38
|
I-29-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
39
|
I-30-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
40
|
I-31-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
41
|
I-32-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
42
|
I-33-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
43
|
I-34-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
44
|
I-35-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
45
|
I-36-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
46
|
I-37-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
47
|
I-38-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
48
|
I-39-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
49
|
I-40-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
50
|
I-41-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
51
|
I-42-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
52
|
I-43-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-42-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
53
|
I-44-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
54
|
I-45-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
55
|
I-46-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
56
|
I-47-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
57
|
I-48-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
58
|
I-49-A
through I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
59
|
I-50-A
and I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
60
|
I-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
I-1-A
through I-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
thereafter
|
I-1-A
through I-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LT2GRP, a per annum rate (but not less
than
zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
Interest II, the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1
Regular Interests for each such Distribution Date, (x) with respect to REMIC
1
Group II Regular Interests ending with the designation “B”, the weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
Interests, weighted on the basis of the Uncertificated Principal Balance of
such
REMIC 1 Regular Interests for each such Distribution Date and (y) with respect
to REMIC 1 Group II Regular Interests ending with the designation “A”, for each
Distribution Date listed below, the weighted average of the rates listed below
for each such REMIC 1 Regular Interest listed below, weighted on the basis
of
the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
for
each such Distribution Date:
Distribution
Date
|
REMIC
1 Regular Interest
|
Rate
|
||
1st
through
9th
|
II-1-A
through II-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
||
10
|
II-1-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
11
|
II-2-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
12
|
II-3-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
and II-2-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
13
|
II-4-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-3-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
14
|
II-5-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-4-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
15
|
II-6-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-5-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
16
|
II-7-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-6-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
17
|
II-8-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-7-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
18
|
II-9-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-8-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
18
|
II-10-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-9-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
20
|
II-11-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-10-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
21
|
II-12-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-11-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
22
|
II-13-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-12-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
23
|
II-14-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-13-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
24
|
II-15-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-14-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
25
|
II-16-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-15-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
26
|
II-17-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-16-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
27
|
II-18-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-17-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
28
|
II-19-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-18-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
29
|
II-20-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-19-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
30
|
II-21-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-20-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
31
|
II-22-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-21-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
32
|
II-23-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-22-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
33
|
II-24-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-23-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
34
|
II-25-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-24-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
35
|
II-26-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-25-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
36
|
II-27-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-26-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
37
|
II-28-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-27-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
38
|
II-29-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-28-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
39
|
II-30-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-29-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
40
|
II-31-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-30-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
41
|
II-32-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-31-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
42
|
II-33-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-32-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
43
|
II-34-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-33-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
44
|
II-35-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-34-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
45
|
II-36-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-35-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
46
|
II-37-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-36-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
47
|
II-38-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-37-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
48
|
II-39-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-38-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
49
|
II-40-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-39-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
50
|
II-41-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-40-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
51
|
II-42-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-41-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
52
|
II-43-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-42-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
53
|
II-44-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-43-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
54
|
II-45-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-44-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
55
|
II-46-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-45-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
56
|
II-47-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-46-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
57
|
II-48-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-47-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
58
|
II-49-A
through II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-48-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
59
|
II-50-A
and II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-49-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
60
|
II-51-A
|
2
multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated
REMIC 1 Pass-Through Rate
|
||
II-1-A
through II-50-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
|||
thereafter
|
II-1-A
through II-51-A
|
Uncertificated
REMIC 1 Pass-Through Rate
|
With
respect to REMIC 2 Regular Interest LTIO, and (a) the first 9 Distribution
Dates, the excess of (i) the weighted average of the Uncertificated REMIC 1
Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through Rates
for REMIC 1 Regular Interests ending with the designation “A”, and (b) the
10th
Distribution Date through the 60th Distribution Date, the excess of (i) the
weighted average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC
1
Regular Interests ending with the designation “A” over (ii) 2 multiplied by Swap
LIBOR, and (c) thereafter 0.00%.
“Uncertificated
REMIC 3 Base Rate”: With respect to the REMIC 3 Regular Interests and any
Distribution Date, the sum of (i) Libor plus (ii) the Certificate Margin for
the
Corresponding Certificate plus (iii) 0.580% (for REMIC 3 Regular Interest
LTIA1), 0.680% (for REMIC 3 Regular Interest LTIIA1), 0.630% (for REMIC 3
Regular Interest LTIIA2) or 0.480% (for REMIC 3 Regular Interest
LTIIA3).
“Uncertificated
REMIC 3 Pass-Through Rate”: With respect to the REMIC 3 Regular Interests (other
than REMIC 3 Regular Interest LTC, REMIC 3 Regular Interest LTP and REMIC 3
Regular Interest LTIO) and any Distribution Date, the lesser of the
Uncertificated REMIC 3 Base Rate and (b) the related Net WAC Rate for such
Distribution Date.
With
respect to the REMIC 3 Regular Interest LTC 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 2 Regular Interest
LTP
and (ii) interest on the Uncertificated Balance of each REMIC 2 Regular Interest
listed in clause (y) at a rate equal to the related Uncertificated REMIC 2
Pass-Through Rate minus the Marker Rate and the denominator of which is (y)
the
aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests XXXX,
XXXX0, XXXXX0, LTIIA2, LTIIA3, LTM1, LTM2, LTM3, LTM4, LTM5, LTM6, LTM7, LTM8,
LTM9 and LTZZ.
REMIC
3
Regular Interest LTP will not accrue interest and therefore will not have an
Uncertificated REMIC 3 Pass-Through Rate.
REMIC
3
Regular Interest LTIO shall not have an Uncertificated REMIC 3 Pass-Through
Rate, but interest for such Regular Interest and each Distribution Date shall
be
an amount equal to 100% of the amounts distributable to REMIC 2 Regular Interest
LTIO.
“Uncertificated
REMIC 4 Pass-Through Rate”: With respect to the REMIC 4 Regular Interests (other
than REMIC 4 Regular Interest C, REMIC 4 Regular Interest P, REMIC 4
Regular Interest IO, REMIC 4 Regular Interest X-1, REMIC 4 Regular Interest
X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular
Interest X-2-A-3) and any Distribution Date, the Pass-Through Rate for the
Corresponding Certificate.
With
respect to the REMIC 4 Regular Interest C and any Distribution Date, 100% of
the
interest received in respect of REMIC 3 Regular Interest LTC.
REMIC
4
Regular Interest P will not accrue interest and therefore will not have an
Uncertificated REMIC 4 Pass-Through Rate.
With
respect to the REMIC 4 Regular Interest IO and any Distribution Date, 100%
of
the interest received in respect of REMIC 3 Regular Interest LTIO.
With
respect to REMIC 4 Regular Interest X-1 and any Distribution Date, a per annum
rate equal to 0.580%.
With
respect to REMIC 4 Regular Interest X-2-A-1 and any Distribution Date, a per
annum rate equal 0.0680%.
With
respect to REMIC 4 Regular Interest X-2-A-2 and any Distribution Date, a per
annum rate equal 0.0630%.
With
respect to REMIC 4 Regular Interest X-2-A-3 and any Distribution Date, a per
annum rate equal 0.0480%.
“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 any Class of the Floating Rate
Certificates and the Class X 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 to 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 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 (ii) if applicable, the purchase
price paid for the related Mortgaged Property by the Mortgagor with the proceeds
of the Mortgage Loan.
“Voting
Rights”: The portion of the voting rights of all of the Certificates which is
allocated to any Certificate. At all times the Floating Rate Certificates and
the Class C Certificates shall have 97% 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 X Certificates shall have 1% of the Voting
Rights, 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.
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.
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, the Class X 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
Floating Rate Certificates and the Class X 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
(or
Notional Amount in the case of the Class X Certificates) of each such
Certificate and (2) the aggregate amount of any Realized Losses and Net WAC
Rate
Carryover Amounts 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 Group I 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 Group I Mortgage Loans shall be allocated first,
to
REMIC 1 Regular Interest I and to the REMIC 1 Group I Regular Interests ending
with the designation “B”, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective Uncertificated REMIC 1
Pass-Through Rates on the respective Uncertificated Principal Balances of each
such REMIC 1 Regular Interest, and then, to REMIC 1 Group I Regular Interests
ending with the designation “A”, pro rata based on, and to the extent
of, one month’s interest at the then applicable respective Uncertificated REMIC
1 Pass-Through Rates on the respective Uncertificated Principal Balances of
each
such REMIC 1 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 1 Group II 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 Group II Mortgage Loans shall be allocated
first, to REMIC 1 Regular Interest II and to the REMIC 1 Group II Regular
Interests ending with the designation “B”, pro rata based on, and to
the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
1
Group II Regular Interests ending with the designation “A”, pro rata
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC 1 Pass-Through Rates on the respective
Uncertificated Principal Balances of each such REMIC 1 Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 2 Regular Interests for any Distribution Date:
(a) The
REMIC
2 Marker Allocation Percentage of the aggregate amount of any Net Prepayment
Interest Shortfalls and the REMIC 2 Marker Allocation Percentage of any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated among REMIC 2 Regular Interest LTAA, REMIC
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9 and REMIC 2 Regular Interest LTZZ pro rata based on, and
to the extent of, one month’s interest at the then applicable respective
Uncertificated REMIC 2 Pass-Through Rate on the respective Uncertificated
Principal Balance of each such REMIC 2 Regular Interest; and
(b) The
REMIC
2 Sub WAC Allocation Percentage of the aggregate amount of any Net Prepayment
Interest Shortfalls and the REMIC 2 Marker Allocation Percentage of any Relief
Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
Distribution Date shall be allocated first, to Uncertificated Accrued Interest
payable to the REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP,
REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC
2
Regular Interest LTXX, pro rata based on, and to the extent of, one
month’s interest at the then applicable respective Uncertificated REMIC 2
Pass-Through Rate on the respective Uncertificated Principal Balance of each
such REMIC 2 Regular Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 3 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 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1,
REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3
Regular Interest LTM1, REMIC 3 Regular Interest LTM2, REMIC 3 Regular Interest
LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3
Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
LTM8, REMIC 3 Regular Interest LTM9 and REMIC 3 Regular Interest LTC pro rata
based on, and to the extent of, one month’s interest at the then applicable
respective Uncertificated REMIC 3 Pass-Through Rate on the respective
Uncertificated Principal Balance of each such REMIC 3 Regular
Interest.
For
purposes of calculating the amount of Uncertificated Accrued Interest for the
REMIC 4 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 4 Regular Interest I-A-1, REMIC 4 Regular Interest II-A-1,
REMIC 4 Regular Interest II-A-2, REMIC 4 Regular Interest II-A-3, REMIC 4
Regular Interest M-1, REMIC 4 Regular Interest M-2, REMIC 4 Regular Interest
M-3, REMIC 4 Regular Interest M-4, REMIC 4 Regular Interest M-5, REMIC 4 Regular
Interest M-6, REMIC 4 Regular Interest M-7, REMIC 4 Regular Interest M-8, REMIC
4 Regular Interest M-9, REMIC 4 Regular Interest C, REMIC 4 Regular Interest
P,
REMIC 4 Regular Interest IO, REMIC 4 Regular Interest X-1, REMIC 4 Regular
Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular Interest
X-2-A-3, pro rata based on, and to the extent of, one month’s interest at the
then applicable respective Uncertificated REMIC 4 Pass-Through Rate on the
respective Uncertificated Principal Balance of each such REMIC 4 Regular
Interest.
For
the
purpose of calculating the amount of Uncertificated Accrued Interest for the
Class C Interest for any Distribution Date, the aggregate amount of any Net
Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls allocated
to the Class C Certificates shall be allocated to the Class C
Interest.
For
the
purpose of calculating the amount of Uncertificated Accrued Interest for the
Class X-2 Components for any Distribution Date, the aggregate amount of any
Net
Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls allocated
to the Class X-2 Certificates shall be allocated among the Class X-2 Components
pro rata based on, and to the extent of, one month’s interest at the then
applicable respective Pass-Through Rate on the respective Notional Amount of
each such REMIC 5 Regular Interest.
SECTION
1.04
|
Rights
of the NIMS Insurer.
|
Each
of
the rights of the NIMS Insurer set forth in this Agreement shall exist so long
as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes
issued pursuant to an Indenture and (ii) any series of notes issued pursuant
to
one or more Indentures remain outstanding or the NIMS Insurer is owed amounts
in
respect of its guarantee of payment on such notes; provided, however, the NIMS
Insurer shall not have any rights hereunder (except pursuant to Section 11.01
in
the case of clause (ii) below) so long as (i) the NIMS Insurer has not
undertaken to guarantee certain payments of notes issued pursuant to the
Indenture or (ii) any default has occurred and is continuing under the insurance
policy issued by the NIMS Insurer with respect to such notes.
ARTICLE
II
CONVEYANCE
OF MORTGAGE LOANS;
ORIGINAL
ISSUANCE OF CERTIFICATES
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 and the Guaranty (as assigned to the Depositor pursuant to the terms
of the Assignment Agreement), (v) the right to receive any amounts payable
under
the Basis Risk Cap Agreement and the Interest Rate Swap Agreement, (vi) payments
made to the Cap Trustee by the Interest Rate Cap Provider and the Cap Account,
(vii) all other assets included or to be included in the Trust Fund and (viii)
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 Custodian on behalf of the Trustee, the following
documents or instruments with respect to each Mortgage Loan so transferred
and
assigned (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 Xxxxx Fargo 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, 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) an
original Assignment, in form and substance acceptable for recording. The
Mortgage shall be assigned either (A) in blank or (B) to “Xxxxx Fargo Bank,
N.A., as Trustee, without recourse”;
(iv) an
original of any intervening assignment of Mortgage showing a complete chain
of
assignments;
(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, the Guaranty and the Master Agreement.
The
Trustee agrees to execute and deliver (or cause the Custodian to execute and
deliver) to the Depositor on or prior to the Closing Date an acknowledgment
of
receipt of the original Mortgage Note (with any exceptions noted), substantially
in the form attached as Exhibit F-3 hereto.
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 Custodian on behalf of the Trustee 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 Custodian
on
behalf of the Trustee, 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 Custodian on behalf of the Trustee, 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 Custodian on behalf of the Trustee, promptly upon receipt
thereof. The Servicer or the Depositor shall deliver or cause to be delivered
to
the Custodian on behalf of the Trustee 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 90
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 to either repurchase or substitute for such
Mortgage Loan in accordance with Section 2.03 and the Depositor hereby agrees
to
direct and assist the Trustee in enforcing any obligations of the Originator
to
repurchase or substitute for a Mortgage Loan which has breached a representation
or warranty under the Master Agreement. In connection with the
foregoing, it is understood that the Custodian on behalf of the Trustee shall
have no duty to discover any such defects except in the course of performing
its
review of the Mortgage Files to the extent set forth herein.
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 shall not be required to be submitted
for recording (except with respect to any Mortgage Loan located in Maryland
or
Kentucky) unless the Trustee (or the Custodian on behalf of the Trustee) and
the
Depositor receive 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, shall be submitted for
recording 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, (iii) the occurrence of
a
bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the
occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
upon
receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
or foreclosure relating to the Mortgagor under the related Mortgage, (vi) upon
receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more
Delinquent and such recordation would be necessary to facilitate conversion
of
the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
direction by the NIMS Insurer. In the event of (i) through (vii) set
forth in the immediately preceding sentence, 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. 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.
The
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 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 Servicer cannot provide
a copy of such document certified by the public recording office within such
365
day period, the 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 Servicer shall
deliver a copy of such document certified by an officer of the Servicer to
be a
true and complete copy of the original to the Custodian.
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.
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 by it (or the Custodian on its behalf)
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 (or the Custodian on its
behalf) 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 that it (or a Custodian will agree on its behalf) shall, for
the
benefit of the Certificateholders, review, or that it or a Custodian on its
behalf has reviewed pursuant to Section 2.01 each Mortgage File on or prior
to
the Closing Date, with respect to each Mortgage Loan (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 that it or a
Custodian on its behalf shall, for the benefit of the Certificateholders,
certify to the Depositor and the Servicer (with a copy to the NIMS Insurer)
in
substantially the form attached hereto as Exhibit F-1, within 45 days after
the
Closing Date, with respect to each Mortgage Loan (or, with respect to any
document delivered after the Startup Day, within 45 days of receipt and with
respect to any Qualified Substitute Mortgage, within 45 days after the
assignment thereof) that, as to each Mortgage Loan listed in the respective
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 (or the Custodian on its behalf) pursuant to Section 2.01 of
this Agreement are in its possession, (ii) such documents have been reviewed
by
it (or the Custodian on its behalf) and have not been mutilated, damaged or
torn
and appear on their face to relate to such Mortgage Loan and (iii) based on
its
examination and only as to the foregoing, the information set forth in the
Mortgage Loan Schedule that corresponds to items (1) and (3) 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 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.
Prior
to
the first anniversary date of this Agreement, the Trustee (or the Custodian
on
its behalf) shall deliver to the Depositor and the Servicer, with a copy to
the
NIMS Insurer 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 not to conform with respect to any characteristics which
are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
as provided herein, at the conclusion of its review, the Trustee shall so notify
the Originator, the Depositor, the NIMS Insurer and the Servicer. In addition,
upon the discovery by the Depositor, the NIMS Insurer or the 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 NIMS Insurer and the other
parties to this Agreement.
Notwithstanding
anything to the contrary in this Agreement, in no event shall the Trustee be
liable to any party hereto or to any third party for the performance of any
custody-related functions, including without limitation with respect to which
the Custodian shall fail to take action on behalf of the Trustee or failure
by
the Custodian to perform any custody related functions in the event the
Custodian shall fail to satisfy all the related requirements under 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.
SECTION
2.03
|
Repurchase
or Substitution of Mortgage Loans by the Originator or the
Seller.
|
(a) Upon
discovery or receipt of written notice from the Trustee 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 request that the Originator
deliver such missing document or that the Originator or the Seller cure such
defect or breach within 90 days from the date the Originator or the Seller
was
notified of such missing document, defect or breach, and if the Originator
or
the Seller does not deliver such missing document or cure such defect or breach
in all material respects during such period, the Trustee shall enforce (in
the
manner set forth in Section 2.01) the Originator’s obligation under the Master
Agreement or the Assignment 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 90 day period (subject to Section 2.03(e)). The Purchase Price for the
repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
the
Collection Account, and the Trustee, upon receipt of written certification
from
the Servicer of such deposit, shall release (or cause the Custodian to release)
to the Originator or the Seller, as applicable, the related Mortgage
File and the Trustee shall execute and deliver such instruments of
transfer or assignment, in each case without recourse, as the Originator or
the
Seller, as applicable, shall furnish to it and as shall be necessary to vest
in
the Originator or 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
Seller 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. In order to facilitate the discovery of any
materially defective document in, or that a document is missing from, a Mortgage
File or of the breach by the Originator of any representation, warranty or
covenant under the Master Agreement in respect of any Mortgage Loan which
materially adversely affects the value of that Mortgage Loan or the interest
therein of the Certificateholders, the Depositor shall have the right to request
from the Originator, on behalf of the Trust Fund, a copy of the Mortgage File
(including any documents related thereto, such as payment histories, collection
screens and payoff amounts) from the Originator, or if any portion or copy
of
such Mortgage File is being held by the Servicer or the Custodian, from the
Servicer or the Custodian, as applicable and the Originator, the Servicer or
the
Custodian, as applicable, are hereby authorized to deliver such file to the
Depositor. In addition, within 5 Business Days after request by the
Depositor therefor, the Trustee, in its capacity as Custodian, shall provide
a
copy of any Mortgage File in its possession to the Depositor. The
Depositor shall pay any costs and expenses of the Custodian incurred in
connection with the provision or examination of any such Mortgage File requested
pursuant to the preceding sentence. Notwithstanding
the foregoing, the Depositor shall not have any obligation to investigate
whether the Originator has complied with its obligations under the Master
Agreement or the Assignment Agreement or to enforce any of such
obligations.
(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 the Servicer or receipt of notice by the
Servicer of the breach of any representation, warranty or covenant of the
Servicer set forth in Section 2.05 which materially and adversely affects the
interests of the Certificateholders in any Mortgage Loan, the 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 (or the
Custodian on behalf of 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 (or cause
the Custodian to 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 Servicer (with
a
copy to the NIMS Insurer), 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 (or cause the Custodian
to
deliver) to the Depositor and the Servicer (with a copy to the NIMS Insurer)
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 Depositor
shall give or cause to be given written notice to the Trustee and the NIMS
Insurer, 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 and the
Custodian and the NIMS Insurer. 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 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 Servicer for deposit
in
the 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 Servicer of such deposit, shall release (or
cause the Custodian to release) to the Originator or the Seller, as applicable,
the related Mortgage File or Files and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without recourse,
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, pursuant to the terms of the Assignment Agreement, the Originator
or
the Seller, as applicable, shall obtain at its own expense and deliver to the
Trustee and the NIMS Insurer 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, the Servicer, the NIMS Insurer 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 Master
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 (or the Custodian on behalf of 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.
(f) Upon
discovery or receipt of written notice of a breach by the Seller of any
representation, warranty or covenant made by the Seller 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,
and if either (i) such Mortgage Loan is not in breach of any representation,
warranty or covenant of the Originator or (ii) the Originator has failed to
remedy such representation, warranty or covenant with respect to such Mortgage
Loan, then the Trustee shall enforce the obligation of the Seller to remedy
such
breach, to the extent provided in the Assignment Agreement, in the manner and
within the time periods set forth in the Assignment Agreement.
SECTION
2.04
|
[Reserved].
|
SECTION
2.05
|
Representations,
Warranties and Covenants of the
Servicer.
|
The
Servicer 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) The
Servicer is duly organized, validly existing, and in good standing under the
laws of the jurisdiction of its formation 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 the Servicer or to ensure the enforceability or validity
of each Mortgage Loan; the 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 the 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 the Servicer, assuming
due authorization, execution and delivery by the other parties hereto, evidences
the valid, binding and enforceable obligation of the 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 the Servicer to make this Agreement and
all
documents and instruments contemplated hereby which are executed and delivered
by the Servicer valid and binding upon the Servicer in accordance with its
terms;
(ii) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer and will not result in the material
breach of any term or provision of the charter or by-laws of the 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
the Servicer or its property is subject, or result in the violation of any
law,
rule, regulation, order, judgment or decree to which the Servicer or its
property is subject;
(iii) The
execution and delivery of this Agreement by the 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;
(iv) [Reserved];
(v) The
Servicer does not believe, nor does it have any reason or cause to believe,
that
it cannot perform each and every covenant contained in this
Agreement;
(vi) There
is
no action, suit, proceeding or investigation pending or, to its knowledge,
threatened against the Servicer that, either individually or in the aggregate,
which would reasonably be expected to (A) result in any change in the business,
operations, financial condition, properties or assets of the 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) result in any material impairment of the right or ability of the Servicer
to
carry on its business substantially as now conducted, or (C) 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 the Servicer contemplated herein,
or
(D) impair materially the ability of the 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 the Servicer in
connection with the transactions contemplated hereby contains any untrue
statement of a material fact;
(viii) The
Servicer will not waive any Prepayment Charge unless it is waived in accordance
with the standard set forth in Section 3.01; and
(ix) The
Servicer has fully furnished and will continue to fully furnish, in accordance
with the Fair Credit Reporting Act and its implementing regulations, accurate
and complete information (i.e., favorable and unfavorable) on its borrower
credit files to Equifax, Experian, and Trans Union Credit Information Company
(three of the credit repositories), on a monthly basis.
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 (or the Custodian on behalf of the Trustee) and shall inure to the
benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery
by any of the Depositor, the NIMS Insurer, the 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 Servicer, the NIMS Insurer and
the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
discovery by the Servicer or receipt of notice by the Servicer of the breach
of
the representation or covenant of the 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 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 the 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.
SECTION
2.06
|
Representations
and Warranties of the Depositor.
|
The
Depositor represents and warrants to the Trust, the Servicer 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;
(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; and
(x) The
beneficial owner of the payments made under the Interest Rate Swap Agreement,
the Interest Rate Cap Agreement or the Basis Risk Cap Agreement is either (i)
a
“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
States Treasury Regulations) for United States federal income tax purposes
and
an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United
States Treasury Regulations, or (ii) a “non-U.S. branch of a foreign 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,
and it is a “foreign person” as that term is used in section 1.6041-4(a)(4) of
the Regulations for United States federal income tax
purposes. The Depositor understands that both the Trust and the
Trustee are relying on this information in connection with the execution of
the
Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Basis
Risk
Cap Agreement.
SECTION
2.07
|
Issuance
of Certificates.
|
The
Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
to it (or the Custodian on behalf of the Trustee) of the Mortgage Files, subject
to any exceptions noted by the Custodian in its exception report delivered
pursuant to Section 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.
SECTION
2.08
|
Authorization
to Enter into Basis Risk Cap Agreement, Interest Rate Cap Agreement
and
Interest Rate Swap Agreement.
|
(a) The
Trustee is hereby directed to execute and deliver the Basis Risk Cap Agreement
on behalf of Party B (as defined therein) and to exercise the rights, perform
the obligations, and make the representations of Party B thereunder, solely
in
its capacity as Trustee on behalf of Party B (as defined therein) and not in
its
individual capacity. The Servicer, the Depositor and the
Certificateholders (by acceptance of their Certificates) acknowledge and agree
that (i) the Trustee shall execute and deliver the Basis Risk Cap Agreement
on
behalf of Party B (as defined therein) and (ii) the Trustee shall exercise
the
rights, perform the obligations, and make the representations of Party B
thereunder, solely in its capacity as Trustee on behalf of Party B as defined
therein) and not in its individual capacity.
(b) The
Trustee, not in its individual capacity but solely in its separate capacity
as
Cap Trustee, is hereby directed to exercise the rights, perform the obligations,
and make any representations to be exercised, performed, or made by the Cap
Trustee, as described herein. The Cap Trustee is hereby directed to
execute and deliver the Cap Allocation Agreement and the Interest Rate Cap
Agreement on behalf of Party B (as defined in the Interest Rate Cap Agreement)
and to exercise the rights, perform the obligations, and make the
representations of Party B, solely in its capacity as Cap Trustee on behalf
of
Party B (as defined in the Interest Rate Cap Agreement) and not in its
individual capacity. The Servicer, the Depositor and the
Certificateholders (by acceptance of their Certificates) acknowledge and agree
that (i) the Cap Trustee shall execute and deliver the Cap Allocation Agreement
and the Interest Rate Cap Agreement on behalf of Party B (as defined in the
Interest Rate Cap Agreement), (ii) the Cap Trustee shall exercise the rights,
perform the obligations, and make the representations of Party B thereunder,
solely in its capacity as Cap Trustee on behalf of Party B (as defined in the
Interest Rate Cap Agreement) and not in its individual capacity and (iii) the
Trustee on the Cap Trustee’s behalf shall also be entitled to exercise the
rights and obligated to perform the obligations of Party B under the Interest
Rate Cap Agreement. Every provision of this Agreement relating to the
conduct or affecting the liability of or affording protection to the Trustee
shall apply to the Trustee’s execution (as Cap Trustee) of the Interest Rate Cap
Agreement, and the performance of its duties and satisfaction of its obligations
thereunder.
(c) The
Trustee, not in its individual capacity but solely in its separate capacity
as
Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
perform the obligations, and make any representations to be exercised,
performed, or made by the Supplemental Interest Trust Trustee, as described
herein. The Supplemental Interest Trust Trustee is hereby directed to execute
and deliver the Interest Rate Swap Agreement on behalf of Party B (as defined
therein) and to exercise the rights, perform the obligations, and make the
representations of Party B thereunder, solely in its capacity as Supplemental
Interest Trust Trustee on behalf of Party B (as defined therein) and not in
its
individual capacity. The Servicer, the Depositor and the
Certificateholders (by acceptance of their Certificates) acknowledge and agree
that (i) the Supplemental Interest Trust Trustee shall execute and deliver
the
Interest Rate Swap Agreement on behalf of Party B (as defined therein), (ii)
the
Supplemental Interest Trust Trustee shall exercise the rights, perform the
obligations, and make the representations of Party B thereunder, not in its
individual capacity but, solely in its capacity as Supplemental Interest Trust
Trustee on behalf of Party B (as defined therein) and (iii) the Trustee on
the
Supplemental Interest Trust Trustee’s behalf shall also be entitled to exercise
the rights and obligated to perform the obligations of Party B under the
Interest Rate Swap Agreement. Every provision of this Agreement
relating to the conduct or affecting the liability of or affording protection
to
the Trustee shall apply to the Trustee’s execution (as Supplemental Interest
Trust Trustee) of the Interest Rate Swap Agreement, and the performance of
its
duties and satisfaction of its obligations thereunder.
SECTION
2.09
|
Acceptance
of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 REMIC 7 and
REMIC
8 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class
C
Interest and Class P Interest; 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 for the benefit of the holders of the REMIC 2 Regular
Interests (which are uncertificated) 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 REMIC 2 Regular Interests 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 REMIC 2 Regular
Interests, 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 REMIC
2 Regular Interests for the benefit of the holders of the REMIC 3 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-3 Interest). The Trustee acknowledges receipt of the REMIC 2 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 REMIC 3 Regular Interests and
the Class R Certificates (in respect of the Class R-3 Interest). The interests
evidenced by the Class R-3 Interest, together with the REMIC 3 Regular
Interests, 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 REMIC
3 Regular Interests for the benefit of the holders of the REMIC 4 Regular
Interests (which are uncertificated) and the Class R Certificates (in respect
of
the Class R-4 Interest). The Trustee acknowledges receipt of the REMIC 3 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 REMIC 4 Regular Interests and
the Class R Certificates (in respect of the Class R-4 Interest). The interests
evidenced by the Class R-4 Interest, together with the REMIC 4 Regular
Interests, constitute the entire beneficial ownership interest in REMIC
4.
(e) 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
4 Regular Interests (which are uncertificated) for the benefit of the Holders
of
the Regular Certificates (other than the Class C Certificates or the Class
P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-5 Interest). The Trustee
acknowledges receipt of the REMIC 4 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 (other than the Class C Certificates or Class P
Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
and the Class R Certificates (in respect of the Class R-5 Interest). The
interests evidenced by the Class R-5 Interest, together with the Regular
Certificates (other than the Class C Certificates or Class P Certificates),
the
Class C Interest, the Class P Interest and the Class IO Interest, constitute
the
entire beneficial ownership interest in REMIC 5.
(f) 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-6
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-6 Interest). The interests evidenced by the Class R-6
Interest, together with the Class C Certificates, constitute the entire
beneficial ownership interest in REMIC 6.
(g) 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-7
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-7 Interest). The interests evidenced by the Class R-7
Interest, together with the Class P Certificates, constitute the entire
beneficial ownership interest in REMIC 7.
(h) 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
IO Interest (which is uncertificated) for the benefit of the Holders of the
REMIC 8 Regular Interest SWAP IO and the Class R-X Certificates (in respect
of
the Class R-8 Interest). The Trustee acknowledges receipt of the Class IO
Interest and declares that it holds and will hold the same in trust for the
exclusive use and benefit of the Holders of the REMIC 8 Regular Interest SWAP
IO
and the Class R-X Certificates (in respect of the Class R-8 Interest). The
interests evidenced by the Class R-8 Interest, together with the REMIC 8 Regular
Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC
8.
(i) Concurrently
with (i) the assignment and delivery to the Trustee of REMIC 1 (including the
Residual Interest therein represented by the Class R-1 Interest) 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) and the acceptance by the Trustee thereof, pursuant to subsection
(b)
hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including
the Residual Interest therein represented by the Class R-3 Interest) and the
acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (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 (d) hereof, (v) the assignment
and
delivery to the Trustee of REMIC 5 (including the Residual Interest therein
represented by the Class R-5 Interest) and the acceptance by the Trustee
thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery
to
the Trustee of REMIC 6 (including the Residual Interest therein represented
by
the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
to
subsection (f) hereof, (vii) the assignment and delivery to the Trustee of
REMIC
7 (including the Residual Interest therein represented by the Class R-7
Interest) and the acceptance by the Trustee thereof, pursuant to subsection
(g)
hereof, and (viii) the assignment and delivery to the Trustee of REMIC 8
(including the Residual Interest therein represented by the Class R-8 Interest)
and the acceptance by the Trustee thereof, pursuant to subsection (h) 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, the Class R-2 Interest, the
Class R-3 Interest, the Class R-4 Interest and the Class R-5 Interest and (B)
the Class R-X Certificates in authorized denominations evidencing the Class
R-6
Interest, the Class R-7 Interest and the Class R-8 Interest.
ARTICLE
III
ADMINISTRATION
AND SERVICING
OF
THE
MORTGAGE LOANS
SECTION
3.01
|
Servicer
to Act as Servicer.
|
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;
(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 (the “Servicing
Standard”).
To
the
extent consistent with the foregoing, the Servicer (a) shall seek 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, (ii) 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 and (iii) the collection
of
such Prepayment Charge would be in violation of applicable laws. If a
Prepayment Charge is waived as permitted by meeting the standard described
in
clauses (iii) above, then the Trustee shall enforce the obligations of the
Originator under the Master Agreement to pay the amount of such waived
Prepayment Charge, for the benefit of the Holders of the Class P Certificates
and the Depositor hereby agrees to assist and direct the Trustee in enforcing
any obligations of the Originator to pay the amount of such waived Prepayment
Charge under the Master Agreement. If the Originator fails to pay the
amount of such waived Prepayment Charge in accordance with its obligations
under
the Master Agreement, the Trustee and the Depositor shall consult on further
actions to be taken against the Originator. The Servicer hereby
acknowledges that for the purposes of clause (iii) above, the law applicable
to
the enforcement of Prepayment Charges is the law applicable to the originator
of
the related Mortgage Loan. In the event the Servicer determines that
(i) the foregoing acknowledgement is no longer accurate and (ii) applicable
state law would prevent it from fully enforcing any Prepayment Charge, the
Servicer shall (i) provide notice to the Depositor at least 30 days prior
to
waiving any such Prepayment Charge and (ii) provide a written opinion of
counsel
from a nationally recognized law firm experienced in regulatory matters
concluding that fully enforcing such Prepayment Charge would violate applicable
law.
To
the
extent consistent with the foregoing, the Servicer shall also seek to maximize
the timely and complete recovery of principal and interest on the Mortgage
Notes. Subject only to the above-described servicing standards and the terms
of
this Agreement and of the 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 special or limited powers of attorney and other documents necessary or
appropriate to enable the Servicer or any Sub-Servicer to carry out their
servicing and administrative duties hereunder; 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.
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.
The
Servicer shall also undertake to defend, with respect to a claim against the
Trustee or the Trust, any claims against the Trust, the Trustee or itself by
a
Mortgagor which relate to or affect the servicing of any Mortgage
Loan. This shall not be construed as an assumption of liability in
such matters. The Trustee shall notify the Servicer of any such claim
as soon as practicable after receiving notice of such claim. The
Servicer shall not be liable for any delay in responding to any claim of which
it has not received timely notice. The Trustee shall cooperate with
the Servicer in all aspects of the defense of such claims, including the timely
delivery of all relevant litigation files and other related
information. In the event the Servicer acts on behalf of the Trustee,
the Trust or itself in any such litigation, the Trust shall pay all costs and
expenses (including attorneys’ fees, court costs, settlements and judgments)
associated with the defense and management of such claim; provided, however,
that the Servicer shall not be indemnified for any such cost or expense relating
to claims against the Servicer and incurred by reason of its willful
misfeasance, bad faith or negligence in the performance of its duties
hereunder.
The
Servicer further is hereby authorized and empowered in its own name or in the
name of the Subservicer, when the Servicer or the Subservicer, 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 by the Trust Fund to such
Servicer.
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, (i) 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 and (ii) the NIMS Insurer shall have consented to such
sub-servicing agreement. 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. The Servicer may, in connection with its duties as
Servicer hereunder, enter into transactions with any of its Affiliates relating
to the Mortgage Loans; provided, that (i) such transaction is in the ordinary
course of business of the Servicer, and (ii) the terms of such transaction
are
no less favorable to the Servicer than it would obtain in a comparable
arm’s-length transaction with a person that is not an Affiliate of the
Servicer.
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
NIMS
Insurer and 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.
SECTION
3.03
|
Successor
Sub-Servicers.
|
The
Servicer, with the consent of the NIMS Insurer, 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).
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.
SECTION
3.05
|
No
Contractual Relationship Between Sub-Servicers and the NIMS Insurer,
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 NIMS Insurer, 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.
SECTION
3.06
|
Assumption
or Termination of Sub-Servicing Agreements by
Trustee.
|
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,
in
addition 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 is the Trustee or it 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).
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”), provided, however, that the NIMS Insurer’s
prior written consent shall be required for any modification, waiver or
amendment if the aggregate number of outstanding Mortgage Loans which have
been
modified, waived or amended exceeds 5% of the number of Mortgage Loans as of
the
Cut-off Date. 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.
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.
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 deposit of such funds in the clearing account, 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.
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, in no event more than two
Business Days after the deposit of such funds in the clearing account, 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, Net 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,
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
segregated, non-interest bearing trust 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 1:00 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).
If,
by
1:00 p.m. New York time, on the Servicer Remittance Date, the Servicer fails
to
remit to the Trustee for deposit into the Distribution Account any amounts
required to be so remitted by the Servicer pursuant to this Agreement, the
Servicer shall pay to the Trustee, for its own account, interest on such amounts
at the prime rate for such date (as set forth in the Wall Street
Journal) for the period commencing on the Servicer Remittance Date through
the Business Day on which such failure is remedied.
(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 written notice to the NIMS Insurer and 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 NIMS Insurer, 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:
(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;
(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;
and
(vi) any
other
amounts deposited hereunder which are required to be deposited in the
Distribution Account.
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; or (c) subject to 4.04(b), any
unreimbursed Advances to the extent of funds held in the Collection Account
for
future distribution that were not included in Available Funds for the preceding
Distribution Date;
(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, the NIMS Insurer or the Originator, as applicable, 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 and any enforcement expenses
reasonably incurred in respect of such breach or defect, including any expenses
arising out of the enforcement of such purchase obligations;
(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;
(ix) to
pay
itself any Prepayment Interest Excess;
(x) to
clear
and terminate the Collection Account pursuant to Section 10.01; and
(xi) to
withdraw any amount deposited in the Collection Account and not required to
be
deposited therein.
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 NIMS Insurer and 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:
(i) to
make
distributions in accordance with Section 4.01;
(ii) to
pay to
itself any Trustee Compensation;
(iii) to
pay
any amounts in respect of taxes pursuant to Section 9.01(g);
(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
3.06,
Section 4.01, Section 7.02 and Section 8.05;
(vi) to
pay
the Credit Risk Manager the Credit Risk Manager Fee; and
(vii) to
pay to
an Advancing Person reimbursements for Advances and/or Servicing Advances
pursuant to Section 3.29.
SECTION
3.12
|
Investment
of Funds in the Collection Account, the Distribution Account and
the
Interest Coverage 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 and,
at
the direction of the Depositor, the Interest Coverage 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. 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 Interest Coverage Account, 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, Section 3.29 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) All
income and gain realized from the investment of funds deposited in the Interest
Coverage Account shall be for the benefit of the Depositor. The Depositor shall
deposit in the Interest Coverage 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.
(e) 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
NIMS Insurer or 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.
SECTION
3.13
|
[Reserved].
|
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 provide the Trustee and the NIMS Insurer, upon
request, with copies of such insurance policies and fidelity
bond. The Servicer shall also maintain a fidelity bond in the form
and amount that would meet the requirements of Xxxxxx Xxx 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 and the NIMS Insurer. The
Servicer shall also cause each Sub-Servicer to maintain a policy of insurance
covering errors and omissions and a fidelity bond which would meet such
requirements.
SECTION
3.15
|
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.
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, 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.
(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:
(A) 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
(B) 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.
Notwithstanding
the foregoing, if such environmental audit reveals, or if the Servicer has
actual knowledge or notice, that such Mortgaged Property contains such wastes
or
substances, the Servicer shall not foreclose or accept a deed in lieu of
foreclosure without the prior written consent of the NIMS Insurer.
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 immediately 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).
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 deliver to the Trustee, in written (with
two
executed copies) or electronic format, 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
or
its designee of the Mortgage File. Upon receipt of such certification and
request, the Trustee shall release the related Mortgage File to the Servicer
or
its designee (which, shall be sent by overnight mail at the Servicer’s expense).
Except as otherwise provided herein, 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 or its designee within three Business
Days, which, shall be sent by overnight mail, at the expense of the Servicer
or
the related Mortgagor, and the Trustee (or the Custodian on behalf of the
Trustee) shall, at the written 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 (or the Custodian on behalf of the Trustee) when the need therefor
by
the Servicer no longer exists, unless the Mortgage Loan has been liquidated
and
the Liquidation Proceeds relating to the Mortgage Loan have been deposited
in
the Collection Account or the Mortgage File or such document has been delivered
to an attorney, or to a public trustee or other public official as required
by
law, for purposes of initiating or pursuing legal action or other proceedings
for the foreclosure of the Mortgaged Property either judicially or
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 (or the Custodian
on
behalf of the Trustee), the Servicer shall provide notice to the Trustee (or
the
Custodian on behalf of 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 (or in a mutually agreeable
electronic format that will, in lieu of a signature on its face, originate
from
a Servicing Officer), 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 (or the Custodian
on behalf of the Trustee) to the Servicer or its designee within three Business
Days.
(c) Upon
written certification of a Servicing Officer, the Trustee (or the Custodian
on
behalf of 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 (or the Custodian on behalf of 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 (or the Custodian on behalf of
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.
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 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).
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
NIMS Insurer and, upon request, to the Trustee and the Depositor the most
current available bank statement for the Collection Account. Copies
of 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.
SECTION
3.20
|
Statement
of Compliance.
|
The
Servicer will deliver to the Trustee not later than March 15th of each
calendar
year, commencing in 2008, an Officers’ Certificate (an “Annual Statement of
Compliance”) 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 in all material respects
throughout such year, or, if there has been a failure to fulfill any such
obligation, in any material respect, specifying each such failure known to
such
officer and the nature and status of cure provisions thereof. Such Annual
Statement of Compliance shall contain no restrictions or limitations on its
use. The Servicer shall deliver a similar Annual Statement of
Compliance by any Sub-Servicer to which the Servicer has delegated any servicing
responsibilities with respect to the Mortgage Loans, to the Trustee as described
above as and when required with respect to the Servicer.
Any
failure by the Servicer to deliver the Annual Statement of Compliance required
under this Section 3.20, which Annual Statement of Compliance is required as
part of a Form 10-K with respect to the Trust Fund, shall constitute a Servicer
Event of Termination, and the Trustee may (but only at the direction of the
Depositor) terminate the rights and obligations of the Servicer under this
Agreement without payment (notwithstanding anything in this Agreement to the
contrary) of any compensation to the Servicer (other than the Servicer’s rights
to reimbursement of unreimbursed Advances and Servicing Advances and
accrued and unpaid Servicing Fees in the manner provided in this Agreement);
provided that to the extent that any provision of this Agreement expressly
provides for the survival of certain rights or obligations following termination
of the Servicer as servicer, such provision shall be given effect.
The
Servicer shall indemnify and hold harmless the Depositor and 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 based upon a breach of the Servicer's obligations under this Section
3.20.
SECTION
3.21
|
Assessments
of Compliance and Attestation
Reports.
|
The
Servicer shall deliver to the Trustee on or before March 15th of each
calendar
year beginning in 2008, a report regarding the Servicer’s assessment of
compliance (an “Assessment of Compliance”) with the applicable Servicing
Criteria (as set forth in Exhibit R) during the preceding calendar
year. The Assessment of Compliance must contain the
following:
(a) A
statement by such officer of its responsibility for assessing compliance with
the Servicing Criteria applicable to the Servicer;
(b) A
statement by such officer that such officer used the Servicing Criteria, and
which will also be attached to the Assessment of Compliance, to assess
compliance with the Servicing Criteria applicable to the Servicer;
(c) An
assessment by such officer of the Servicer’s compliance with the applicable
Servicing Criteria for the period consisting of the preceding calendar year,
including disclosure of any material instance of noncompliance with respect
thereto during such period, which assessment shall be based on the activities
it
performs with respect to asset-backed securities transactions taken as a whole
involving the Servicer, that are backed by the same asset type as the Mortgage
Loans; and
(d) A
statement that a registered public accounting firm has issued an attestation
report on the Servicer’s Assessment of Compliance for the period consisting of
the preceding calendar year.
Such
report at a minimum shall address each of the Servicing Criteria specified
on
Exhibit R hereto which are indicated as applicable to the Servicer.
On
or
before March 15th of each
calendar
year beginning in 2008, the Servicer shall furnish to the Trustee a report
(an
“Attestation Report”) by a registered public accounting firm that attests to,
and reports on, the Assessment of Compliance made by the Servicer, as required
by Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122(b) of Regulation
AB, which Attestation Report must be made in accordance with standards for
attestation reports issued or adopted by the Public Company Accounting Oversight
Board.
The
Servicer shall cause and any Sub-Servicer, and each subcontractor determined
by
the Servicer to be “participating in the servicing function” within the meaning
of Item 1122 of Regulation AB, to deliver to the Trustee and the Depositor
an
Assessment of Compliance and Attestation Report as and when provided
above.
Such
Assessment of Compliance, as to any Sub-Servicer, shall address each of the
Servicing Criteria applicable to the Sub-Servicer. Notwithstanding
the foregoing, as to any subcontractor determined by the Servicer to be
“participating in the servicing function,” an Assessment of Compliance is not
required to be delivered unless it is required as part of a Form 10-K with
respect to the Trust Fund.
Any
failure by the Servicer (or any Sub-Servicer or subcontractor determined by
the
Servicer to be “participating in the servicing function”) to deliver any
information, report, certification or accountants’ letter when and as required
under this Section 3.21, which information, report, certification or
accountants’ letter is required as part of a Form 10-K with respect to the Trust
Fund, including (except as provided below) any failure by the Servicer to
identify any subcontractor “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB, shall constitute a Servicer Event of
Termination, and the Trustee may (but only at the direction of the Depositor)
terminate the rights and obligations of the Servicer under this Agreement
without payment (notwithstanding anything in this Agreement to the contrary)
of
any compensation to the Servicer (other than the Servicer’s rights to
reimbursement of unreimbursed Advances and Servicing Advances and accrued and
unpaid Servicing Fees in the manner provided in this Agreement); provided that
to the extent that any provision of this Agreement expressly provides for the
survival of certain rights or obligations following termination of the Servicer
as servicer, such provision shall be given effect.
The
Trustee shall also provide an Assessment of Compliance and Attestation Report,
as and when provided above, which shall at a minimum address each of the
Servicing Criteria specified on Exhibit R hereto which are indicated as
applicable to the “trustee”. Notwithstanding the foregoing, as to any
trustee, an Assessment of Compliance is not required to be delivered unless
it
is required as part of a Form 10-K with respect to the Trust Fund.
Each
of
the Servicer and the Trustee shall indemnify and hold harmless the Depositor
and
the Trustee, as applicable 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 or
the Trustee’s obligations, as applicable, under this Section 3.21.
SECTION
3.22
|
Access
to Certain Documentation; Filing of Reports by
Trustee.
|
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.
In
addition, access to the documentation regarding the Mortgage Loans will be
provided to the Trustee, the NIMS Insurer 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.
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. 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
and the NIMS Insurer an Opinion of Counsel acceptable to the NIMS Insurer and
addressed to the Trustee, the NIMS Insurer 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:
(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, provided
to
the Trustee and the NIMS Insurer, 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:
(i) the
terms
and conditions of any such contract shall not be inconsistent
herewith;
(ii) any
such
contract shall require, or shall be administered to require, that the
Independent Contractor pay all costs and expenses incurred in connection with
the operation and management of such REO Property, including those listed above
and remit all related revenues (net of such costs and expenses) to the Servicer
as soon as practicable, but in no event later than thirty days following the
receipt thereof by such Independent Contractor;
(iii) none
of
the provisions of this Section 3.23(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
(iv) the
Servicer shall be obligated with respect thereto to the same extent as if it
alone were performing all duties and obligations in connection with the
operation and management of such REO Property.
The
Servicer shall be entitled to enter into any agreement with any Independent
Contractor performing services for it related to its duties and obligations
hereunder for indemnification of the Servicer by such Independent Contractor,
and nothing in this Agreement shall be deemed to limit or modify such
indemnification. The Servicer shall be solely liable for all fees
owed by it to any such Independent Contractor, irrespective of whether the
Servicer’s compensation pursuant to Section 3.18 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.
SECTION
3.24
|
Obligations
of the Servicer in Respect of Prepayment Interest
Shortfalls.
|
Not
later
than 1:00 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 and any Prepayment Interest Excess for the related
Distribution Date. 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.
SECTION
3.25
|
[Reserved].
|
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.
SECTION
3.27
|
Solicitations.
|
From
and
after the Closing Date, the Servicer agrees that it will not take any action
or
permit or cause any action to be taken by any of its agents and Affiliates,
or
by any independent contractors or independent mortgage brokerage companies
on
the Servicer's behalf, to personally, by telephone, mail or electronic mail,
solicit the Mortgagor under any Mortgage Loan for the purpose of refinancing
such Mortgage Loan; provided, that the Servicer may solicit any Mortgagor
for whom the Servicer has received a request for verification of mortgage,
a
request for demand for payoff, a mortgagor initiated written or verbal
communication indicating a desire to prepay the related Mortgage Loan, another
mortgage company has pulled a credit report on the mortgagor or the mortgagor
initiates a title search; provided further, it is understood and agreed that
promotions undertaken by the Servicer or any of its Affiliates which (i) concern
optional insurance products or other additional products or (ii) are directed
to
the general public at large, including, without limitation, mass mailings based
on commercially acquired mailing lists, newspaper, radio and television
advertisements shall not constitute solicitation under this Section, nor is
the
Servicer prohibited from responding to unsolicited requests or inquiries made
by
a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer
shall be permitted to include in its monthly statements to borrowers or
otherwise, statements regarding the availability of the Servicer’s counseling
services with respect to refinancing mortgage loans.
Notwithstanding
the foregoing, with respect to any Fixed Rate Mortgage Loan, the Servicer may
solicit the Mortgagor for the purpose of refinancing such Mortgage Loan,
beginning 60 days prior to the later of (i) the expiration of the related
Prepayment Charge term, if applicable and (ii) 24 months following origination
of such Mortgage Loan and with respect to any Adjustable Rate Mortgage Loan,
the
Servicer may solicit the Mortgagor for the purpose of refinancing such Mortgage
Loan, beginning 60 days prior to the later of (i) the expiration of the related
Prepayment Charge term, if applicable and (ii) the expiration of any applicable
fixed rate period.
SECTION
3.28
|
[Reserved].
|
SECTION
3.29
|
Advance
Facility.
|
The
Servicer, with the consent of the NIMS Insurer, 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 (other than the NIMS Insurer consent)
shall be required before the Servicer may enter into an Advance
Facility. The Servicer shall notify the NIMS Insurer and each other
party to this Agreement prior to or promptly after entering into or terminating
any Advance Facility. 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 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. 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.
If
the
terms of a facility proposed to be entered into with an Advancing Person by
the
Trust Fund would not materially and adversely affect the interests of any
Certificateholder, then the NIMS Insurer shall not withhold its consent to
the
Trust Fund’s entering such facility.
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,
nor shall the Depositor or the Trustee have any responsibility to track or
monitor the administration of the Advance Facility or 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 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, the NIMS Insurer, 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, the NIMS Insurer 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 but
with
the consent of the NIMS Insurer, 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 track or monitor the administration
of the Advance Facility between the Servicer and the Advancing
Person.
ARTICLE
IV
FLOW
OF
FUNDS
SECTION
4.01
|
Distributions.
|
(a) (I)
On
each Distribution Date, 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
that portion of Available Funds for such Distribution Date consisting of the
Group I 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 Group I Interest Remittance Amount remaining
for such Distribution Date:
(i) concurrently,
to the Holders of the Class I-A-1 Certificates and the Class X-1 Certificates,
the Monthly Interest Distributable Amount and the Unpaid Interest Shortfall
Amount, if any, for such Class; and
(ii) concurrently,
to the Holders of the Group II Certificates, on a pro rata basis based
on the entitlement of each such Class and the Class X-2 Certificates, an amount
equal to the excess, if any, of (x) the amount required to be distributed
pursuant to Section 4.01(a)(II)(i) below for such Distribution Date over (y)
the
amount actually distributed pursuant to such clause from the Group II Interest
Remittance Amount.
(II) On
each Distribution Date the Trustee shall withdraw from the Distribution Account
that portion of Available Funds for such Distribution Date consisting of the
Group II 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 Group II Interest Remittance Amount remaining
for such Distribution Date.
(i) concurrently,
to the Holders of the Group II Certificates, on a pro rata basis based
on the entitlement of each such Class and the Class X-2 Certificates, the
Monthly Interest Distributable Amount and the Unpaid Interest Shortfall Amount,
if any, for each such Class; and
(ii) concurrently,
to the Holders of the Class I-A-1 Certificates and the Class X-1 Certificates,
an amount equal to the excess, if any, of (x) the amount required to be
distributed pursuant to Section 4.01(a)(I)(i) above for such Distribution Date
over (y) the amount actually distributed pursuant to such clause from the Group
I Interest Remittance Amount.
(III) On
each Distribution Date, distributions to the extent of the sum of the Group
I
Interest Remittance Amount and the Group II Interest Remittance Amount remaining
undistributed for such Distribution Date shall be distributed sequentially,
to
the Holders of 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, the Class M-8 Certificates
and the Class M-9 Certificates, in that order, in an amount equal to the Monthly
Interest Distributable Amount for each such Class.
(b) (I) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, distributions in respect of principal to the extent of
the
Group I Principal Distribution Amount shall be made in the following amounts
and
order of priority:
(i) to
the
Holders of the Class I-A-1 Certificates, until the Certificate Principal Balance
thereof has been reduced to zero; and
(ii) after
taking into account the amount distributed to the Holders of the Group II
Certificates pursuant to Section 4.01(b)(II)(i) below on such Distribution
Date,
to the Holders of the Group II Certificates (allocated among the Group II
Certificates in the priority described below), until the Certificate Principal
Balances thereof have been reduced to zero.
(II) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, distributions in respect of principal to the extent of
the
Group II Principal Distribution Amount shall be made in the following amounts
and order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), until the Certificate Principal Balances thereof
have been reduced to zero; and
(ii) after
taking into account the amount distributed to the Holders of the Class I-A-1
Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date,
to the Holders of the Class I-A-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero.
(III) On
each Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
Event is in effect, distributions in respect of principal to the extent of
the
sum of the Group I Principal Distribution Amount and the Group II Principal
Distribution Amount remaining undistributed for such Distribution Date shall
be
distributed sequentially, to the Holders of 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, the Class M-8 Certificates and the Class M-9 Certificates, in
that
order, in each case, until the Certificate Principal Balance thereof has been
reduced to zero.
(IV) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, distributions in respect of principal to the
extent of the Group I Principal Distribution Amount shall be made in the
following amounts and order of priority:
(i) to
the
Holders of the Class I-A-1 Certificates, the Group I Senior Principal
Distribution Amount until the Certificate Principal Balance thereof has been
reduced to zero; and
(ii) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), an amount equal to the excess, if any, of (x)
the
amount required to be distributed pursuant to Section 4.01(c)(V)(i) below for
such Distribution Date over (y) the amount actually distributed pursuant to
Section 4.01(c)(V)(i) below from the Group II Principal Distribution Amount
on
such Distribution Date.
(V) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, distributions in respect of principal to the
extent of the Group II Principal Distribution Amount shall be made in the
following amounts and order of priority:
(i) to
the
Holders of the Group II Certificates (allocated among Group II Certificates
in
the priority described below), the Group II Senior Principal Distribution Amount
until the Certificate Principal Balances thereof have been reduced to zero;
and
(ii) to
the
Holders of the Class I-A-1 Certificates, an amount equal to the excess, if
any,
of (x) the amount required to be distributed pursuant to Section 4.01(c)(IV)(i)
above for such Distribution Date over (y) the amount actually distributed
pursuant to Section 4.01(c)(IV)(i) above from the Group I Principal Distribution
Amount on such Distribution Date.
(VI) On
each Distribution Date (a) on or after the Stepdown Date and (b) on which a
Trigger Event is not in effect, distributions in respect of principal to the
extent of the sum of the Group I Principal Distribution Amount and the Group
II
Principal Distribution Amount remaining undistributed for such Distribution
Date
shall be made in the following amounts and order of priority:
(i) to
the
Holders of the Class M-1 Certificates, the Class M-1 Principal Distribution
Amount until the Certificate Principal Balance thereof has been reduced to
zero;
(ii) 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;
(iii) 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;
(iv) 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;
(v) 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;
(vi) 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;
(vii) 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;
(viii) 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;
and
(ix) 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.
With
respect to the Group II Certificates, all principal distributions will be
distributed sequentially, first, to the Holders of the Class II-A-1
Certificates, until the Certificate Principal Balance of the Class II-A-1
Certificates has been reduced to zero; second, to the Holders of the Class
II-A-2 Certificates, until the Certificate Principal Balance of the Class II-A-2
Certificates has been reduced to zero; and third, to the Holders of the Class
II-A-3 Certificates, until the Certificate Principal Balance of the Class II-A-3
Certificates has been reduced to zero; provided, however, on any Distribution
Date on which the aggregate Certificate Principal Balance of the Mezzanine
Certificates and the Class C Certificates has been reduced to zero, all
principal distributions will be distributed concurrently, to the Holders of
the
Group II Certificates, on a pro rata basis based on the Certificate
Principal Balance of each such Class.
(c) On
each
Distribution Date, 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 Group I
Principal Distribution Amount and/or the Group II Principal Distribution Amount
as described under Section 4.01(b) above;
(ii) sequentially,
to the Holders of 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, 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 of any Net WAC Rate Carryover
Amounts, after taking into account amounts, if any, received under the Basis
Risk Cap Agreement;
(iv) to
the
Supplemental Interest Trust Trustee for payment to the Swap Provider, any Swap
Termination Payments resulting from a Swap Provider Trigger Event;
(v) to
the
Holders of the Class C Certificates, (a) the Monthly Interest Distributable
Amount for such Distribution Date and any Overcollateralization Release Amount
for such Distribution Date and (b) on any Distribution Date on which the
Certificate Principal Balances of the Class A and Mezzanine Certificates have
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;
(vi) 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
(vii) any
remaining amounts to the Holders of the Residual Certificates (in respect of
the
Class R-5 Interest).
(d) On
each
Distribution Date, after making the distributions of the Available Funds as
set
forth above, the Trustee shall withdraw from the Net WAC Rate Carryover Reserve
Account, to the extent of amounts remaining on deposit therein, the aggregate
of
any Net WAC Rate Carryover Amounts for such Distribution Date and distribute
such amount in the following order of priority:
(i) concurrently,
to each Class of Class A Certificates, the related Basis Risk Cap Amount, from
payments made under the Basis Risk Cap Agreement, in each case up to a maximum
amount equal to the related Net WAC Rate Carryover Amount for such Distribution
Date;
(ii) sequentially,
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, the Class M-8 Certificates and
the
Class M-9 Certificates, in that order, the related Basis Risk Cap Amount, from
payments made under the Basis Risk Cap Agreement, in each case up to a maximum
amount equal to the related Net WAC Rate Carryover Amount for such Distribution
Date;
(iii) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause (i) above, on a pro rata
basis based on such respective remaining Net WAC Rate Carryover Amounts;
and
(iv) sequentially,
to 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, the Class M-8 Certificates and the
Class M-9 Certificates, in that order, the related Net WAC Rate Carryover Amount
remaining undistributed pursuant to clause (ii) above.
(e) In
accordance with the first sentence of Section 4.09(b), on or before each
Distribution Date, Net Swap Payments (whether payable to the Swap Provider
or to
the Supplemental Interest Trust Trustee), any Swap Termination Payment owed
to
the Swap Provider not resulting from a Swap Provider Trigger Event pursuant
to
the Interest Rate Swap Agreement and any Swap Termination Payments owed to
the
Supplemental Interest Trust Trustee will be deposited by the Supplemental
Interest Trust Trustee into the Swap Account. On or before each
Distribution Date, the Trustee shall withdraw from amounts on deposit in the
Swap Account (other than amounts representing Swap Termination Payments received
by the Supplemental Interest Trust Trustee from the Swap Provider or Net Swap
Payments received by the Supplemental Interest Trust Trustee from the Swap
Provider) prior to any distribution to any Certificates and pay as
follows:
(i) to
the
Swap Provider, any Net Swap Payment owed to the Swap Provider pursuant to the
Interest Rate Swap Agreement for such Distribution Date; and
(ii) to
the
Swap Provider, any Swap Termination Payment owed to the Swap Provider not due
to
a Swap Provider Trigger Event pursuant to the Interest Rate Swap Agreement
and
to the extent not paid by the Trustee (in its capacity as Supplemental Interest
Trust Trustee) from any upfront payment received pursuant to any replacement
interest rate swap agreement.
(f) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow and amounts on deposit in the Net WAC Rate Carryover
Reserve Account as set forth above, the Trustee shall distribute the amount
on
deposit in the Swap Account as follows:
(i) concurrently,
to each Class of Class A Certificates and the Class X Certificates, the related
Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount
remaining undistributed on such Distribution Date, on a pro rata basis
based on such respective remaining Monthly Interest Distributable Amount and
Unpaid Interest Shortfall Amount;
(ii) sequentially,
to 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, in that order, the related Monthly Interest Distributable Amount
and Unpaid Interest Shortfall Amount, to the extent remaining undistributed
on
such Distribution Date;
(iii) 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 Group I
Principal Distribution Amount and/or the Group II Principal Distribution
Amount;
(iv) sequentially
to 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, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining undistributed on such
Distribution Date;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed on such Distribution Date, on
a
pro rata basis based on such respective Net WAC Rate Carryover Amounts
remaining;
(vi) sequentially,
to 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, in that
order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed on such Distribution Date; and
(vii) any
remaining amounts to the Holders of the Class C Certificates.
Notwithstanding
any of the foregoing, the aggregate amount distributed under Section
4.01(f)(iii) above on such Distribution Date, when added to the cumulative
amount distributed under Section 4.01(f)(iii) above on all prior Distribution
Dates, will not be permitted to exceed the cumulative amount of Realized Losses
incurred on the Mortgage Loans since the Cut-off Date through the last day
of
the Prepayment Period (reduced by the aggregate amount of Subsequent Recoveries
received since the Cut-off date through the last day of the Prepayment
Period). Any amounts that would otherwise be distributable from the
Supplemental Interest Trust on any Distribution Date under Section 4.01(f)(iii)
above, but for the foregoing proviso, will be retained in the Supplemental
Interest Trust and will be included in amounts available for distribution from
the Supplemental Interest Trust on the next succeeding Distribution Date,
subject to the foregoing proviso in the case of amounts to be distributed under
Section 4.01(f)(iii) above.
(g) On
each
Distribution Date, after making the distributions of the Available Funds, Net
Monthly Excess Cashflow, amounts on deposit in the Net WAC Rate Carryover
Reserve Account and amounts on deposit in the Swap Account as set forth above,
the Trustee shall distribute the amount on deposit in the Cap Account as
follows:
(i) concurrently,
to each Class of Class A Certificates and Class X Certificates, the related
Monthly Interest Distributable Amount and Unpaid Interest Shortfall Amount
remaining undistributed, on a pro rata basis based on such respective
remaining Monthly Interest Distributable Amount and Unpaid Interest Shortfall
Amount;
(ii) sequentially,
to 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, in that order, the related Monthly Interest Distributable Amount
and Unpaid Interest Shortfall Amount, to the extent remaining
undistributed;
(iii) 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, without taking into account amounts, if any, received
under
the Interest Rate Swap Agreement, distributable to such Holders as part of
the
Group I Principal Distribution Amount and/or the Group II Principal Distribution
Amount;
(iv) sequentially
to 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, in that
order, in each case up to the related Allocated Realized Loss Amount related
to
such Certificates for such Distribution Date remaining
undistributed;
(v) concurrently,
to each Class of Class A Certificates, the related Net WAC Rate Carryover
Amount, to the extent remaining undistributed after distributions are made
from
the Net WAC Rate Carryover Reserve Account, on a pro rata basis based
on such respective Net WAC Rate Carryover Amounts remaining
undistributed;
(vi) sequentially,
to 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, in that
order, the related Net WAC Rate Carryover Amount, to the extent remaining
undistributed; and
(vii) any
remaining amounts to the Seller or its designee, as set forth in the Cap
Allocation Agreement.
(h) 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 Payment Amounts paid by the Servicer during the related
Prepayment Period 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.
(i) 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. Distributions among Certificateholders shall be made in
proportion to the Percentage Interests evidenced by the Certificates held by
such Certificateholders.
(j) 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 Servicer shall have
any
responsibility therefor except as otherwise provided by applicable
law.
On
each
Distribution Date, 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.
(k) It
is the
intention of all of the parties hereto that the Class C Certificates receive
all
principal and interest received by the Trust on the Mortgage Loans that is
not
otherwise distributable to any other Class of Regular Certificates or REMIC
Regular Interests and that the Residual Certificates are to receive no principal
and interest. If the Trustee determines that the Residual Certificates are
entitled to any distributions, the Trustee, prior to any such distribution
to
any Residual Certificate, shall notify the Depositor of such impending
distribution but shall make such distribution in accordance with the terms
of
this Agreement until this Agreement is amended as specified in the following
sentence. Upon such notification, the Depositor will request an
amendment to the Pooling and Servicing Agreement to revise such mistake in
the
distribution provisions. The Residual Certificate Holders, by acceptance of
their Certificates, and the Servicer(s), hereby agree to any such amendment
and
no further consent shall be necessary, notwithstanding anything to the contrary
in Section 11.01 of this Pooling and Servicing Agreement; provided, however,
that such amendment shall otherwise comply with Section 11.01
hereof.
SECTION
4.02
|
[Reserved].
|
SECTION
4.03
|
Statements.
|
(a) On
each
Distribution Date, based, as applicable, on information provided to it by the
Servicer, the Trustee shall prepare and make available to each Holder of the
Regular Certificates, the NIMS Insurer, the Credit Risk Manager, the Servicer,
the Swap Provider and the Rating Agencies, a statement as to the distributions
made on such Distribution Date:
(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
Net
Monthly Excess Cashflow, the Overcollateralized Amount, the
Overcollateralization Release Amount, the Overcollateralization Deficiency
Amount and the Overcollateralization Target Amount and the Credit Enhancement
Percentage as of such Distribution Date and the Excess Overcollateralized Amount
for the Mortgage Pool for such Distribution Date;
(iv) the
fees
and expenses of the Trust Fund accrued and paid on such Distribution Date and
to
whom such fees and expenses were paid;
(v) the
aggregate amount of Advances for the related Due Period (including the general
purpose of such Advances);
(vi) the
aggregate Principal Balance of the Mortgage Loans and any REO Properties as
of
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 (not
including a Liquidated Mortgage Loan as of the end of the Prepayment Period)
that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or
foreclosure and REO Properties) using the OTS Method (as described below) (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, as well as the aggregate principal
balance of Mortgage Loans that were liquidated and the net proceeds resulting
therefrom;
(ix) the
total
number and cumulative Stated Principal Balance of all REO Properties as of
the
Close of Business of the last day of the calendar month preceding the related
Distribution Date;
(x) the
aggregate amount of Principal Prepayments made during the related Prepayment
Period, separately indicating Principal Prepayments in full and Principal
Prepayments in part;
(xi) the
Delinquency Percentage, the Cumulative Loss Percentage and the Realized Loss
Percentage;
(xii) the
aggregate amount of Realized Losses incurred during the related Prepayment
Period which will include the cumulative amount of Realized Losses and the
aggregate amount of Subsequent Recoveries received during the related Prepayment
Period;
(xiii) the
aggregate amount of extraordinary Trust Fund expenses withdrawn from the
Collection Account or the Distribution Account for such Distribution
Date;
(xiv) the
Certificate Principal Balance of each Class of Floating Rate Certificates and
the Class C Certificates, before and after giving effect to the distributions,
and allocations of Realized Losses, made on such Distribution Date;
(xv) the
Monthly Interest Distributable Amount in respect of each Class of Floating
Rate
Certificates, the Class X Certificates and the Class C Certificates for such
Distribution Date and the Unpaid Interest Shortfall Amount, if any, with respect
to each Class of Floating Rate Certificates, the Class X Certificates and the
Class C Certificates for such Distribution Date;
(xvi) the
aggregate amount of any Prepayment Interest Shortfalls for such Distribution
Date, to the extent not covered by payments by the Servicer pursuant to Section
3.24;
(xvii) the
Net
WAC Rate Carryover Amount for each Class of Floating Rate Certificates, if
any,
for such Distribution Date and the amount remaining unpaid after reimbursements
therefor on such Distribution Date;
(xviii) whether
the Stepdown Date or a Trigger Event has occurred;
(xix) the
total
cashflows received and the general sources thereof (including amounts received
from the Supplemental Interest Trust Trustee under the Interest Rate Swap
Agreement and from the Cap Trustee under the Interest Rate Cap Agreement and
under the Basis Risk Cap Agreement);
(xx) the
respective Pass-Through Rates applicable to each Class of Floating Rate
Certificates, the Class X Certificates and the Class C Certificates for such
Distribution Date and the Pass-Through Rate applicable to each Class of Floating
Rate Certificates and Class X Certificates for the immediately succeeding
Distribution Date;
(xxi) payments,
if any, made under the Basis Risk Cap Agreement and the Interest Rate Cap
Agreement and the amount distributed to the Floating Rate Certificates from
such
payments;
(xxii) the
amount of any Net Swap Payments or Swap Termination Payments paid to the Swap
Provider;
(xxiii) the
amount on deposit in the Interest Coverage Account; and
(xxiv) the
applicable Record Date, Accrual Period and any other applicable determination
dates for calculating distributions for such Distribution Date.
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 NIMS Insurer, the Swap Provider and the Rating
Agencies via the Trustee’s internet website located at xxx.xxxxxxx.xxx. Assistance in using
the website can be obtained by calling the Trustee’s customer service desk at
1-866-846-4526. Parties that are unable to use the above distribution
option are entitled to have a paper copy mailed to them via first class mail
by
calling the customer service desk and indicating such. The Trustee shall have
the right to change the way such statements are distributed in order to make
such distribution more convenient and/or more accessible to the above parties
and the Trustee shall provide timely and adequate notification to all above
parties regarding any such changes. As a condition to access to the
Trustee’s internet website, the Trustee may require registration and the
acceptance of a disclaimer. The Trustee will not be liable for the
dissemination of information in accordance with this Agreement. The
Trustee shall also be entitled to rely on but shall not be responsible for
the
content or accuracy of any information provided by third parties for purposes
of
preparing the Distribution Date statement and may affix thereto any disclaimer
it deems appropriate in its reasonable discretion (without suggesting liability
on the part of any other party thereto).
In
the
case of information furnished pursuant to subclauses (i) and (ii) 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.
For
all
purposes of this Agreement, with respect to any Mortgage Loan, delinquencies
shall be determined by the Trustee from information provided by the Servicer
and
reported by the Trustee based on the OTS methodology for determining
delinquencies on mortgage loans similar to the Mortgage Loans. By way of
example, a Mortgage Loan would be Delinquent with respect to a Monthly Payment
due on a Due Date if such Monthly Payment is not made by the close of business
on the Mortgage Loan’s next succeeding Due Date, and a Mortgage Loan would be
more than 30-days Delinquent with respect to such Monthly Payment if such
Monthly Payment were not made by the close of business on the Mortgage Loan’s
second succeeding Due Date (the “OTS Method”). The Servicer hereby
represents and warrants to the Depositor that this delinquency recognition
policy is not less restrictive than any delinquency recognition policy
established by the primary safety and soundness regulator, if any, of the
Servicer.
(b) Within
a
reasonable period of time after the end of each calendar year, the Trustee
shall, upon written request, furnish to the NIMS Insurer and 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) and (ii) 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 NIMS Insurer and
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 the NIMS Insurer, upon request, and each Person who at any time
during the calendar year was a Residual Certificateholder, if requested in
writing by such Person, such information as is reasonably necessary to provide
to 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.
(e) On
each
Distribution Date, the Trustee shall make available an updated electronic
loan-level data tape to Bloomberg Financial Markets, Inc., Loan Performance
and
Intex Solutions in a format acceptable to each of Bloomberg Financial Markets,
Inc., Loan Performance and Intex Solutions, and shall supply such electronic
loan-level data tape to each Certificateholder who requests such
information.
SECTION
4.04
|
Remittance
Reports; Advances.
|
(a) By
the
third Business Day following each Determination Date, but in no event later
than
the earlier of (i) such date which would allow the indenture trustee to submit
a
claim to the NIMS Insurer under the Indenture so as to allow a timely payment
by
the NIMS Insurer under the insurance policy related to the notes insured by
the
NIMS Insurer and (ii) the 20th day of
each month
(or if such 20th day is
not a
Business Day, the preceding Business Day), the Servicer shall deliver to the
Trustee and the NIMS Insurer, by telecopy or electronic mail (or by such other
means as the Servicer and the Trustee may agree from time to time) a Remittance
Report with respect to the related Distribution Date, which Remittance Reports
the Trustee shall use in preparing the statement pursuant to Section
4.03. No later than the 20th day of each month, the Servicer shall
deliver or cause to be delivered to the Trustee in addition to the information
provided on 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 (i) make the distributions contemplated
by Section 4.01, (ii) to prepare the statements to Certificateholders
contemplated by Section 4.03 and (iii) to prepare the Form 10-D contemplated
by
Section 4.05. The Trustee shall not be responsible to recompute, recalculate
or
verify any information provided to it by the Servicer.
(b) The
amount of Advances to be made by the 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. For purposes of the preceding sentence,
the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
Payment is equal to the assumed monthly payment that would have been due on
the
related Due Date based on the original principal amortization schedule for
such
Balloon Mortgage Loan.
On
or
before 1:00 p.m. New York time on the Servicer Remittance Date, the 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 the
Collection Account, to the extent of funds held therein for future distribution
(in which case it will cause to be made an appropriate entry in the records
of
Collection Account that amounts held for future distribution have been, as
permitted by this Section 4.04, used by the 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 Servicer with respect to the Mortgage
Loans and REO Properties. Any amounts held for future distribution used by
the
Servicer to make an Advance as permitted in the preceding sentence or withdrawn
by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement for
Advances previously made shall be appropriately reflected in the Servicer’s
records and replaced by the Servicer by deposit in the Collection Account on
or
before any future Servicer Remittance Date to the extent that the Available
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 NIMS Insurer and the Servicer by telecopy by the Close of Business
on any Servicer Remittance Date in the event that the amount remitted by the
Servicer to the Trustee on such date is less than the Advances required to
be
made by the Servicer for the related Distribution Date, as set forth in the
related Remittance Report.
(c) The
obligation of the 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 the Servicer if such Advance or Servicing
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the 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 Servicer
delivered to the NIMS Insurer, the Depositor, the Credit Risk Manager and the
Trustee.
SECTION
4.05
|
Commission
Reporting.
|
The
Trustee and the Servicer shall reasonably cooperate with the Depositor in
connection with the Trust’s satisfying the reporting requirements under the
Exchange Act.
(a) Reports
Filed on Form 10-D
(i) Within
15
days after each Distribution Date (subject to permitted extensions under the
Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund
any Form 10-D required by the Exchange Act, in form and substance as required
by
the Exchange Act. The Trustee shall file each Form 10-D with a copy of the
related monthly statement for such Distribution Date. Any disclosure in addition
to the monthly statement for such Distribution Date that is required to be
included on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by
the responsible parties set forth on Exhibit S to the Trustee and Depositor
and
directed and approved by the Depositor pursuant to the following paragraph
and
the Trustee will have no duty or liability for any failure hereunder to
determine or prepare any Additional Form 10-D Disclosure, except as set forth
in
the next paragraph.
(ii) As
set
forth on Exhibit S hereto, within 5 calendar days after the related Distribution
Date, (i) the parties to this transaction shall be required to provide to the
Trustee and the Depositor to the extent known by a responsible
officer thereof, in XXXXX-compatible form (which may be Word or Excel documents
easily convertible to XXXXX format), or in such other form as otherwise agreed
upon by the Trustee and such party, the form and substance of any Additional
Form 10-D Disclosure, if applicable, together with an Additional Disclosure
Notification (an “Additional Disclosure Notification”) and (ii) the Depositor
will approve, as to form and substance, or disapprove, as the case may be,
the
inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor
will be responsible for any reasonable fees and expenses assessed or incurred
by
the Trustee in connection with including any Additional Form 10-D Disclosure
in
Form 10-D pursuant to this paragraph.
(iii) After
preparing the Form 10-D, the Trustee shall, no later than 10 calendar days
after
the Distribution Date, forward electronically a copy of the Form 10-D to the
Depositor. Within two Business Days after receipt of such copy, but no later
than the 12th calendar day after the Distribution Date (or the next succeeding
Business Day), (i) the Depositor shall notify the Trustee in writing of any
changes to or approval of such Form 10-D and (ii) an officer of the Depositor
shall execute the Form 10-D and return an electronic or fax copy of such
executed Form 10-D (with an original executed hard copy to follow by overnight
mail). Upon receipt of the executed Form 10- D and in the absence of receipt
of
any written changes or approval, the Trustee shall be entitled to assume that
such Form 10-D is in final form and the Trustee may proceed with the filing
of
Form 10-D. If a Form 10-D cannot be filed on time or if a previously filed
Form
10-D needs to be amended, the Trustee will follow the procedures set forth
in
subsection (d)(ii) of this Section 4.05. Promptly (but no later than 1 Business
Day) after filing with the SEC, the Trustee will make available on its internet
website a final executed copy of each Form 10-D filed by the Trustee. Each
party
to this Agreement acknowledges that the performance by the Depositor and the
Trustee of their respective duties under this Section 4.05(a) related to the
timely preparation, execution and filing of Form 10-D is contingent upon such
parties strictly observing all applicable deadlines in the performance of their
duties under this Section 4.05(a). The Trustee shall have no liability for
any
loss, expense, damage, claim arising out of or with respect to any failure
to
properly prepare and/or timely file such Form 10-D, where such failure results
from the Trustee’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 10-D, and for any erroneous, inaccurate or incomplete
information or certification provided to the Trustee, not resulting from its
own
negligence, bad faith or willful misconduct.
(iv) Form
10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” At the date of the filing of each
report on Form 10-D with respect to the Trust Fund, the Depositor shall be
deemed to represent to the Trustee that, as of such date, the Depositor has
filed all such required reports during the preceding 12 months and that it
has
been subject to such filing requirement for the past 90 days. The Depositor
shall notify the Trustee in writing, no later than the fifth calendar day after
the related Distribution Date with respect to the filing of a report on Form
10-D if the answer to the questions should be “no.” The Trustee shall be
entitled to rely on such representations in preparing and/or filing any such
report.
(b) Reports
Filed on Form 10-K.
(i) On
or
prior to the 90th day after the end of each fiscal year of the Trust Fund in
which a Form 10-K is required to be filed or such earlier date as may be
required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
that the fiscal year for the Trust Fund ends on December 31st of each year), commencing
in
March 2008, the Trustee shall prepare and file on behalf of the Trust Fund
a
Form 10-K, in form and substance as required by the Exchange Act. Each such
Form
10-K shall include the following items, in each case to the extent they have
been delivered to the Trustee within the applicable time frames set forth in
this Agreement, (i) an annual compliance statement for the Servicer, (ii)(A)
the
annual reports on assessment of compliance with servicing criteria for any
Sub-Servicer and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB, engaged by such parties (with each of the Trustee and the
Custodian, a “Reporting Servicer”) as described under Section 3.21 and (B) if
any Reporting Servicer’s report on assessment of compliance with servicing
criteria described under Section 3.21 identifies any material instance of
noncompliance, disclosure identifying such instance of noncompliance, or if
any
Reporting Servicer’s report on assessment of compliance with servicing criteria
described under Section 3.21 is not included as an exhibit to such Form 10-K,
disclosure that such report is not included and an explanation why such report
is not included, (iii)(A) the registered public accounting firm attestation
report for each Reporting Servicer, as described under Section 3.21 and (B)
if
any registered public accounting firm attestation report described under Section
3.21 identifies any material instance of noncompliance, disclosure identifying
such instance of noncompliance, or if any such registered public accounting
firm
attestation report is not included as an exhibit to such Form 10-K, disclosure
that such report is not included and an explanation why such report is not
included, and (iv) a Xxxxxxxx-Xxxxx Certification; provided,
however, that the Trustee and the Depositor, at their discretion,
may
omit from the Form 10-K any annual compliance statement, assessment of
compliance or attestation report that is not required to be filed with such
Form
10-K pursuant to Regulation AB. Any disclosure or information in addition to
(i)
through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall be reported by the party responsible to the
Depositor and Trustee and directed and approved by the Depositor pursuant to
the
following paragraph and the Trustee will have no duty or liability for any
failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
except as set forth in the next paragraph.
(ii) As
set
forth on Exhibit S hereto, no later than March 15th of each year that the Trust
Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
(i) the parties to this transaction shall be required to provide to the Trustee
and the Depositor, to the extent known by a Responsible Officer thereof, in
XXXXX-compatible form (which may be Word or Excel documents easily convertible
to XXXXX format), or in such other form as otherwise agreed upon by the Trustee
and such party, the form and substance of any Additional Form 10-K Disclosure,
if applicable, together with an Additional Disclosure Notification and (ii)
the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
Depositor will be responsible for any reasonable fees and expenses assessed
or
incurred by the Trustee in connection with including any Additional Form 10-K
Disclosure in Form 10-K pursuant to this paragraph.
(iii) After
preparing the Form 10-K, the Trustee shall forward electronically a copy of
the
Form 10-K to the Depositor. Within three Business Days after receipt of such
copy, but no later than March 25th, (i) the Depositor
shall
notify the Trustee in writing of any changes to or approval of such Form 10-K
and (ii) the senior officer in charge of securitization of the Depositor shall
execute the Form 10-K and return an electronic or fax copy of such executed
Form
10-K (with an original executed hard copy to follow by overnight mail). Upon
receipt of the executed Form 10-K and in the absence of receipt of any written
changes or approval, the Trustee shall be entitled to assume that such Form
10-K
is in final form and the Trustee may proceed with the filing of the Form 10-K.
If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs
to be amended, the Trustee will follow the procedures set forth in subsection
(d)(ii) of this Section 4.05. Promptly (but no later than 1 Business Day) after
filing with the SEC, the Trustee will make available on its internet website
a
final executed copy of each Form 10-K filed by the Trustee. The parties to
this
Agreement acknowledge that the performance by the Depositor and the Trustee
of
its duties under this Section 4.05(b) related to the timely preparation,
execution and filing of Form 10-K is contingent upon such parties (and any
Sub-Servicer and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
Regulation AB) strictly observing all applicable deadlines in the performance
of
their duties under this Section 4.05(b), Section 3.20, Section 3.21. Neither
the
Servicer nor the Trustee shall have any liability for any loss, expense, damage
or claim arising out of or with respect to any failure to properly prepare,
execute and/or timely file such Form 10-K, where such failure results from
the
Trustee’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file
such Form 10-K, and for any erroneous, inaccurate or incomplete information
or
certification provided to the Trustee, not resulting from its own negligence,
bad faith or willful misconduct.
(iv) Form
10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange
Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such
filing requirements for the past 90 days.” The Depositor hereby represents to
the Trustee that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement
for
the past 90 days. The Depositor shall notify the Trustee in writing, no later
than March 15th with respect to the filing of a report on Form 10-K, if the
answer to the questions should be “no.” The Trustee shall be entitled to rely on
such representations in preparing and/or filing any such report.
(v) Each
Form
10-K shall include a Xxxxxxxx-Xxxxx Certification, required to be included
therewith pursuant to the Xxxxxxxx-Xxxxx Act. The Trustee and the Servicer
shall
provide, and each such party shall cause any Sub-Servicer and each subcontractor
determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB engaged by it to provide,
to
the Person who signs the Xxxxxxxx-Xxxxx Certification (the “Certifying Person”),
by March 15th of each year in which the Trust Fund is subject to the reporting
requirements of the Exchange Act and otherwise within a reasonable period of
time upon request, a certification (each, a “Back-Up Certification”) in the form
of Exhibit N-3 hereto (or, in the case of the Trustee, the form attached hereto
as Exhibit N-2) upon which the Certifying Person, the entity for which the
Certifying Person acts as an officer, and such entity’s officers, directors and
Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely. The senior officer in charge of securitization of the
Depositor shall serve as the Certifying Person on behalf of the Trust Fund.
In
the event any such party or any Sub-Servicer and each subcontractor determined
by the Servicer to be “participating in the servicing function” within the
meaning of Item 1122 of Regulation AB engaged by such party is terminated or
resigns pursuant to the terms of this Agreement, or any applicable subservicing
agreement, as the case may be, such party shall provide a Back-Up Certification
to the Certifying Person pursuant to this Section with respect to the period
of
time it was subject to this Agreement or any applicable subservicing agreement,
as the case may be.
(c) Reports
Filed on Form 8-K
(i) Within
four (4) Business Days after the occurrence of an event requiring disclosure
on
Form 8-K (each such event, a “Reportable Event”), and if requested by the
Depositor, the Trustee shall prepare and file on behalf of the Trust Fund a
Form
8-K, as required by the Exchange Act, provided that the Depositor shall file
the
initial Form 8-K in connection with the issuance of the Certificates. Any
disclosure or information related to a Reportable Event or that is otherwise
required to be included in Form 8-K (“Form 8-K Disclosure Information”) shall be
reported by the responsible parties to the Depositor and Trustee and directed
and approved by the Depositor pursuant to the following paragraph and the
Trustee will have no duty or liability for any failure hereunder to determine
or
prepare any Form 8-K Disclosure Information or any Form 8-K, except as set
forth
in the next paragraph.
(ii) As
set
forth on Exhibit S hereto, for so long as the Trust Fund is subject to the
Exchange Act reporting requirements, no later than noon New York time on the
2nd
Business Day after the occurrence of a Reportable Event (i) the parties to
this
transaction shall be required to provide to the Trustee and the Depositor,
in
XXXXX-compatible form (which may be Word or Excel documents easily convertible
to XXXXX format), or in such other form as otherwise agreed upon by the Trustee
and such party, the form and substance of any Form 8-K Disclosure Information,
if applicable, together with an Additional Disclosure Notification and (ii)
the
Depositor will approve, as to form and substance, or disapprove, as the case
may
be, the inclusion of the Form 8-K Disclosure Information. The Seller will be
responsible for any reasonable fees and expenses assessed or incurred by the
Trustee in connection with including any Form 8-K Disclosure Information in
Form
8-K pursuant to this paragraph.
(iii) After
preparing the Form 8-K, the Trustee shall forward electronically a copy of
the
Form 8-K to the Depositor by noon New York City time on the 3rd Business Day
after the occurrence of a Reportable Event. Promptly, but no later than the
close of business on the third Business Day after the Reportable Event, (i)
the
Depositor shall notify the Trustee in writing of any change to or approval
of
such Form 8-K and (ii) an officer of the Depositor shall execute the Form 8-K
and return an electronic or fax copy of such executed Form 8-K (with an original
executed hard copy to follow by overnight mail). Upon receipt of the executed
Form 8-K and in the absence of receipt of any written changes or approval,
the
Trustee shall be entitled to assume that such Form 8-K is in final form and
the
Trustee may proceed with filing of the Form 8-K. If a Form 8-K cannot be filed
on time or if a previously filed Form 8-K needs to be amended, the Trustee
will
follow the procedures set forth in subsection (d)(ii) of this Section 4.05.
Promptly (but no later than 1 Business Day) after filing with the SEC, the
Trustee will, make available on its internet website a final executed copy
of
each Form 8-K filed by the Trustee. The parties to this Agreement acknowledge
that the performance by the Depositor and the Trustee of their respective duties
under this Section 4.05(c) related to the timely preparation, execution and
filing of Form 8-K is contingent upon such parties strictly observing all
applicable deadlines in the performance of their duties under this Section
4.05(c). The Trustee shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, execute
and/or timely file such Form 8-K, where such failure results from the Trustee’s
inability or failure to receive, on a timely basis, any information from any
other party hereto needed to prepare, arrange for execution or file such Form
8-K, not resulting from its own negligence, bad faith or willful
misconduct.
(d) Suspension
of Reporting; Amendments; Late Filings
(i) On
or
prior to January 30 of the first year in which the Trust Fund is able to do
so
under applicable law, the Trustee shall prepare and file a Form 15 Suspension
Notification relating to the automatic suspension of reporting in respect of
the
Trust Fund under the Exchange Act.
(ii) In
the
event that the Trustee is unable to timely file with the SEC all or any required
portion of any Form 8-K, 10-D or 10-K required to be filed by this Agreement
because required disclosure information was either not delivered to it or
delivered to it after the delivery deadlines set forth in this Agreement or
for
any other reason, the Trustee will promptly notify the Depositor either via
mail, e-mail or telephone. In the case of Form 10-D and 10-K, the parties to
this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-D/A
and
10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
case
of Form 8-K, the Trustee shall, upon receipt of all required Form 8-K Disclosure
Information and upon the approval and direction of the Depositor, include such
disclosure information on the next Form 10-D. In the event that that the Trustee
has actual knowledge or has received notice that any previously filed Form
8-K,
10-D or 10-K needs to be amended in connection with any Additional Form 10-D
Disclosure, any Additional Form 10-K Disclosure or any Additional Form 8-K
Disclosure Information or any amendment to such disclosure (other than for
the
purpose of restating any monthly statement for such Distribution Date), the
Trustee will electronically notify the Depositor and such other parties to
the
transaction as are affected by such amendment and such parties will cooperate
to
prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
any
amendment to Form 8-K, Form 10-K or 10-D shall be signed by the senior officer
in charge of securitization of the Depositor. The parties to this Agreement
acknowledge that the performance by the Depositor and the Trustee of their
respective duties under this Section 4.05(d) related to the timely preparation,
execution and filing of Form 15, a Form 12b-25 or any amendment to Form 8-K,
10-D or 10-K is contingent upon each such party performing its duties under
this
Section 4.05. The Trustee shall not have any liability for any loss, expense,
damage, claim arising out of, or with respect to any failure to properly prepare
and/or timely file any such Form 15, Form 12b-25 or any amendments to Forms
8-K,
10- D or 10-K, where such failure results from the Trustee’s inability or
failure to obtain or receive, on a timely basis, any information from any other
party hereto needed to prepare, arrange for execution or file such Form 15,
Form
12b-25 or any amendments to Forms 8-K, 10-D or 10-K, and for any erroneous,
inaccurate or incomplete information or certification provided to the Trustee,
not resulting from its own negligence, bad faith or willful
misconduct.
(e) Not
later
than March 15 of each year (beginning in 2008) (or, if such day is not a
Business Day, the immediately preceding Business Day), the Trustee shall sign
the Trustee Certification (in the form attached hereto as Exhibit N-2) for
the
benefit of the Depositor and its officers, directors and
affiliates.
(f) The
Trustee agrees to indemnify the Depositor, its officers, directors, agents
and
employees for, and to hold them harmless against, any losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments, and any other costs, fees and expenses (except as otherwise provided
herein with respect to expenses) (including reasonable legal fees and
disbursements of counsel) incurred on their part (i) in connection with, arising
out of, or relating to the Trustee’s failure to file a Form 10-D or Form 10-K in
accordance with this Section 4.05 or any failure by the Trustee to deliver
any
information, report or certification, when and as required under Section 8.01,
(ii) by reason of the Trustee’s willful misfeasance, reckless disregard, bad
faith or negligence in the performance of such obligations pursuant to this
Section 4.05 or (iii) any material misstatement or omission made in the Trustee
Certification; provided, in each case, that with respect to any such
claim or legal action (or pending or threatened claim or legal action), such
indemnified Person shall have given the Trustee written notice thereof promptly
after such indemnified Person shall have with respect to such claim or legal
action knowledge thereof; provided, however, that such agreement by the
Trustee to indemnify and hold harmless such Person shall not include or apply
to
any such losses, damages, penalties, fines, forfeitures, legal fees or expenses
or related costs, judgments, or any other costs, fees or expenses arising from,
caused by or resulting from the actions or omissions of any Person other than
the Trustee, including without limitation the negligence, willful misfeasance,
bad faith or reckless disregard of duties or obligations under or pursuant
to
this Agreement or other applicable agreement by the Depositor or the Servicer,
including without limitation any erroneous, inaccurate or incomplete information
or certification provided to the Trustee by the Depositor or the Servicer in
connection with, or any failure or delay on the part of the Depositor or the
Servicer to provide any information or certification necessary to, the Trustee’s
performance under this Section 4.05. If the indemnification provided for in
this
Section 4.05 is unavailable or insufficient to hold harmless such indemnified
Persons, then the Trustee shall contribute to the amount paid or payable by
such
indemnified Persons as a result of the losses, claims, damages or liabilities
of
such indemnified Persons in such proportion as is appropriate to reflect the
relative fault of the Depositor on the one hand and the Trustee on the other.
This indemnity shall survive the resignation or removal of the Trustee and
the
termination of this Agreement. Notwithstanding the foregoing, in no event shall
the Trustee be liable for any consequential, indirect or punitive
damages.
Any
notice or notification required to be delivered by the Trustee to the Depositor
pursuant to this Section 4.05 may be delivered via facsimile to (000) 000-0000
or telephonically by calling (000) 000-0000.
Upon
any
filing with the Securities and Exchange Commission, the Trustee shall promptly
deliver to the Depositor a copy of any such executed report, statement or
information.
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, Xxxxx Fargo Bank, N.A., as Trustee, in trust for registered Holders
of
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series
2007-OPT4.” All amounts deposited in the Net WAC Rate Carryover Reserve Account
shall be distributed to the Holders of 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 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(c)(iii), rather
than distributing such amounts to the Class C Certificateholders. On each such
Distribution Date, the Trustee shall hold all such amounts for the benefit
of
the Holders of the Floating Rate Certificates, and will distribute such amounts
to the Holders of the Floating Rate Certificates in the amounts and priorities
set forth in Section 4.01(d). On the first Distribution Date, amounts
in the Net WAC Rate Carryover Reserve Account will include any amounts withdrawn
from the Interest Coverage Account.
On
each
Distribution Date, any amounts remaining in the Net WAC Rate Carryover Reserve
Account (representing payments received by the Trustee under the Basis Risk
Cap
Agreement) after the payment of any Net WAC Rate Carryover Amounts on the
Floating Rate Certificates for such Distribution Date, shall be payable to
the
Trustee as additional compensation. 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 Basis Risk Cap Agreement to the Trustee who shall, pursuant to
the
terms of the Basis Risk Cap Agreement, return such amount to the counterparty
thereunder.
It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
disregarded as an entity separate from the Holder of the Class C Certificates
unless and until the date when either (a) there is more than one Class C
Certificateholder or (b) any Class of Certificates in addition to the Class
C
Certificates is recharacterized as an equity interest in the Net WAC Rate
Carryover Reserve Account for federal income tax purposes, in which case it
is
the intention of the parties hereto that, for federal and state income and
state
and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
be
treated as a partnership; provided, that the Trustee shall not be required
to
prepare and file partnership tax returns in respect of such partnership unless
it receives additional reasonable compensation (not to exceed $10,000 per year)
for the preparation of such filings, written notification recognizing the
creation of a partnership agreement or comparable documentation evidencing
the
partnership, if any. All amounts deposited into the Net WAC Rate
Carryover Reserve Account shall be treated as amounts distributed by REMIC
5 to
the Holder of the Class C Interest and by REMIC 6 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 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 Holders of the Class C Certificates or their
designees. 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
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 right of the Holders of the
Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
Reserve Account in respect of any Net WAC Rate Carryover Amount may have more
than a de minimis value.
SECTION
4.07
|
Distributions
on the REMIC 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) With
respect to the Group I Mortgage Loans:
(A) to
Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
I-1-A
through I-51-B, on a pro rata basis, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof remaining
unpaid from previous Distribution Dates; and
(B) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to REMIC
1
Regular Interest I, then to REMIC 1 Regular Interests I-1-A through I-51-B
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
provided that, for REMIC 1 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata
between such REMIC 1 Regular Interests.
(ii) With
respect to the Group II Mortgage Loans:
(A) to
Holders of each of REMIC 1 Regular Interest II and REMIC 1 Regular Interest
II-1-A through II-51-B, on a pro rata basis, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such
Distribution Date, plus (B) any amounts payable in respect thereof remaining
unpaid from previous Distribution Dates; and
(B) to
the
extent of amounts remaining after the distributions made pursuant to clause
(A)
above, payments of principal shall be allocated as follows: first, to REMIC
1
Regular Interest II, then to REMIC 1 Regular Interests II-1-A through II-51-B
starting with the lowest numerical denomination until the Uncertificated
Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
provided that, for REMIC 1 Regular Interests with the same numerical
denomination, such payments of principal shall be allocated pro rata
between such REMIC 1 Regular Interests.
(iii) to
the
Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
of
the amount paid in respect of Prepayment Charges and (B) on the Distribution
Date immediately following the expiration of the latest Prepayment Charge as
identified on the Prepayment Charge Schedule or any Distribution Date thereafter
until $100 has been distributed pursuant to this clause.
(b) 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 2 to
REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-2 Interest), as the case may be:
(i) first,
to
the Holders of REMIC 2 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) second,
to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC 2 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 2 Regular Interest LTZZ
shall be reduced and deferred when the REMIC 2 Overcollateralization Amount
is
less than the REMIC 2 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
2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
LTM1,
REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
Interest LTM9, in the same proportion as the Overcollateralization Deficiency
Amount is allocated to the Corresponding Certificates and the Uncertificated
Principal Balance of the REMIC 2 Regular Interest LTZZ shall be increased by
such amount;
(iii) third,
to
the Holders of REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP,
REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC
2
Regular Interest LTXX, pro rata, 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;
(iv) fourth,
to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
of the REMIC 2 Marker Allocation Percentage 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 2 Regular Interest LTAA and REMIC
2
Regular Interest LTP, until the Uncertificated Principal Balance of such
Uncertificated REMIC 2 Regular Interest is reduced to zero; provided, however,
that REMIC 2 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 2 Regular
Interest LTP, until $100 has been distributed pursuant to this
clause;
(b) 2.00%
of such remainder first, to the Holders of REMIC 2 Regular Interest LTIA1,
REMIC
2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM2,
REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular
Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7,
REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, of and in the
same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such REMIC 2
Regular Interests are reduced to zero, and second, to the Holders of REMIC
2
Regular Interest LTZZ, until the Uncertificated Principal Balance of such REMIC
2 Regular Interest is reduced to zero; and
(c) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-2 Interest).
provided,
however, that 98.00% and 2.00% of any principal payments that are attributable
to an Overcollateralization Reduction Amount shall be allocated to Holders
of
REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ,
respectively.
(v) to
the
Holders of REMIC 2 Regular Interests, in an amount equal to the remainder of
the
REMIC 2 Sub WAC Allocation Percentage of Available Funds for such Distribution
Date after the distributions made pursuant to clause (iii) above, and such
that
distributions of principal shall be deemed to be made to the REMIC 2 Regular
Interests first, so as to keep the Uncertificated Accrued Balance of each REMIC
2 Regular Interest ending with the designation “GRP” equal to 0.01% of the
aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
Group; second, to each REMIC 2 Regular Interest ending with the designation
“SUB,” so that the Uncertificated Accrued Balance of each such REMIC 2 Regular
Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group over (y) the current
Certificate Principal Balance of the Class A Certificates in the related Loan
Group (except that if any such excess is a larger number than in the preceding
distribution period, the least amount of principal shall be distributed to
such
REMIC 2 Regular Interests such that the REMIC 2 Subordinated Balance Ratio
is
maintained); and third, any remaining principal to REMIC 2 Regular Interest
LTXX; and
(vi) any
remaining amount to the Holders of the Class R Certificates (as Holder of the
Class R-2 Interest).
(c) 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 3 to
REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-3 Interest), as the case may be:
(i) first,
to
the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) second,
to the Holders of the REMIC 3 Regular Interests (other than REMIC 3 Regular
Interest LTIO) in an amount equal to (A) Uncertificated Accrued Interest for
such REMIC 3 Regular Interest for such Distribution Date, plus (B) any amounts
in respect thereof remaining unpaid from previous Distribution
Dates;
(iii) third,
an amount of principal shall be deemed to be distributed on each the REMIC
3
Regular Interests in the amount equal to the principal, if any, distributed
on
the Corresponding Certificate; and
(iv) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-3 Interest).
(d) 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 4 to
REMIC 5 on account of the REMIC 4 Regular Interests or withdrawn from the
Distribution Account and distributed to the holders of the Class R Certificates
(in respect of the Class R-4 Interest), as the case may be:
(i) first,
to
the Holders of REMIC 4 Regular Interest IO, in an amount equal to (A)
Uncertificated Accrued Interest for such REMIC 4 Regular Interest for such
Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
from
previous Distribution Dates;
(ii) second,
to the Holders of the REMIC 4 Regular Interests (other than REMIC 4 Regular
Interest IO) in an amount equal to (A) Uncertificated Accrued Interest for
such
REMIC 4 Regular Interest for such Distribution Date, plus (B) any amounts in
respect thereof remaining unpaid from previous Distribution Dates;
(iii) third,
an amount of principal shall be deemed to be distributed on each the REMIC
4
Regular Interests in the amount equal to the principal, if any, distributed
on
the Corresponding Certificate; and
(iv) any
remaining amount to the Holders of the Class R Certificates (in respect of
the
Class R-4 Interest).
(e) Interest
and principal shall be deemed to be distributed on the Class C Interest and
the
Class P Interest for each Distribution Date in the amounts, if any, that are
distributed on the Corresponding Certificates for such Distribution
Date. For the purpose of calculating the amount of Uncertificated
Accrued Interest for the Class X-2 Components for any Distribution Date, the
aggregate amount of Interest distributed to the Class X-2 Certificates shall
be
deemed to be distributed among the Class X-2 Components pro rata based on,
and
to the extent of, one month’s interest at the then applicable respective
Pass-Through Rate on the respective Notional Amount of each such REMIC 5 Regular
Interest.
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 Net Swap Payments received
under the Interest Rate Swap Agreement; third, to amounts received under the
Interest Rate Cap Agreement; fourth, to the Class C Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-9 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero; sixth, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; seventh, to the Class M-7
Certificates, until the Certificate Principal Balance thereof has been reduced
to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates,
until the Certificate Principal Balance thereof has been reduced to zero; tenth,
to the Class M-4 Certificates, until the Certificate Principal Balance thereof
has been reduced to zero; eleventh, to the Class M-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero; twelfth, to
the
Class M-2 Certificates, until the Certificate Principal Balance thereof has
been
reduced to zero and thirteenth, 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 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 first by reducing the amount otherwise payable in respect thereof
pursuant to Section 4.01(c)(v). 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) With
respect to the REMIC 1 Group I Regular Interests, all Realized Losses on the
Group I Mortgage Loans shall be allocated by the Trustee on each Distribution
Date, first to REMIC 1 Regular Interest I until the Uncertificated Principal
Balance has been reduced to zero, and second, to REMIC 1 Regular Interest I-1-A
through REMIC 1 Regular Interest I-51-B, starting with the lowest numerical
denomination until such REMIC 1 Regular Interest has been reduced to zero,
provided that, for REMIC 1 Regular Interests with the same numerical
denomination, such Realized Losses shall be allocated pro rata between
such REMIC 1 Regular Interests. With respect to the REMIC 1 Group II
Regular Interests, all Realized Losses on the Group II Mortgage Loans shall
be
allocated by the Trustee on each Distribution Date, first to REMIC 1 Regular
Interest II until the Uncertificated Principal Balance has been reduced to
zero,
and second, to REMIC 1 Regular Interest II-1-A through REMIC 1 Regular Interest
II-51-B, starting with the lowest numerical denomination until such REMIC 1
Regular Interest has been reduced to zero, provided that, for REMIC 1 Regular
Interests with the same numerical denomination, such Realized Losses shall
be
allocated pro rata between such REMIC 1 Regular Interests.
(c) With
respect to the REMIC 2 Regular Interests, the REMIC 2 Marker Allocation
Percentage of 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 2 Regular Interest LTAA
and
REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC
2
Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC
2
Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
LTM9 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM9 has been
reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM8 has been reduced to zero; fifth, to
the
Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM7 has been reduced to zero; sixth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM6 has been
reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
2
Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM5 has been reduced to zero; eighth,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
2
Regular Interest LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM4 has been reduced to zero; ninth, to the Uncertificated Principal
Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and
REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3 has been
reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2
Regular Interest LTAA, REMIC 2 Regular Interest LTM2 and REMIC 2 Regular
Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
Balance of REMIC 2 Regular Interest LTM2 has been reduced to zero; eleventh,
to
the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
2
Regular Interest LTM1 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
Interest LTM1 has been reduced to zero.
(d) The
REMIC
2 Sub WAC Allocation Percentage of all Realized Losses shall be applied after
all distributions have been made on each Distribution Date first, so as to
keep
the Uncertificated Principal Balance of each REMIC 2 Regular Interest ending
with the designation “GRP” equal to 0.01% of the aggregate Stated Principal
Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC
2
Regular Interest ending with the designation “SUB,” so that the Uncertificated
Principal Balance of each such REMIC 2 Regular Interest is equal to 0.01% of
the
excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
in
the related Loan Group over (y) the current Certificate Principal Balance of
the
Class A Certificates in the related Loan Group (except that if any such excess
is a larger number than in the preceding distribution period, the least amount
of Realized Losses shall be applied to such REMIC 2 Regular Interests such
that
the REMIC 2 Subordinated Balance Ratio is maintained); and third, any remaining
Realized Losses shall be allocated to REMIC 2 Regular Interest
LTXX.
(e) Realized
Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
3
Regular Interest in an amount of Realized Losses, if any, allocated to the
Corresponding Certificate for such Distribution Date.
(f) Realized
Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
4
Regular Interest in an amount of Realized Losses, if any, allocated to the
Corresponding Certificate for such Distribution Date.
(g) Realized
Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
5
Regular Interest in an amount of Realized Losses, if any, allocated to the
Corresponding Certificate for such Distribution Date.
SECTION
4.09
|
Swap
Account.
|
(a) On
the
Closing Date, there is hereby established a separate trust (the “Supplemental
Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
Agreement. The Supplemental Interest Trust shall be maintained by the
Supplemental Interest Trust Trustee. No later than the Closing Date,
the Supplemental Interest Trust Trustee shall establish and maintain a separate,
segregated trust account to be held in the Supplemental Interest Trust, titled,
“Swap Account, Xxxxx Fargo Bank, N.A., as Supplemental Interest Trust Trustee,
in trust for the registered Certificateholders of Soundview Home Loan Trust
2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4.” Such account shall be
an Eligible Account and funds on deposit therein shall be held separate and
apart from, and shall not be commingled with, any other moneys, including,
without limitation, other moneys of the Trustee held pursuant to this
Agreement. Amounts therein shall be held uninvested.
(b) Prior
to
each Distribution Date and prior to any distribution to any Certificate, the
Supplemental Interest Trust Trustee shall deposit into the Swap Account the
amount of any Net Swap Payment or Swap Termination Payment (other than any
Swap
Termination Payment resulting from a Swap Provider Trigger Event) owed to the
Swap Provider (after taking into account any upfront payment received from
the
counterparty to a replacement interest rate swap agreement) from funds collected
and received with respect to the Mortgage Loans prior to the determination
of
Available Funds for distribution in accordance with Section 4.01 hereof. For
federal income tax purposes, any amounts paid to the Swap Provider on each
Distribution Date shall first be deemed paid to the Swap Provider in respect
of
REMIC 8 Regular Interest SWAP IO to the extent of the amount distributable
on
REMIC 8 Regular Interest SWAP IO on such Distribution Date, and any remaining
amount shall be deemed paid to the Swap Provider in respect of a Class IO
Distribution Amount (as defined below).
(c) It
is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Supplemental Interest Trust be disregarded
as
an entity separate from the Holder of the Class C Certificates unless and until
the date when either (a) there is more than one Class C Certificateholder or
(b)
any Class of Certificates in addition to the Class C Certificates is
recharacterized as an equity interest in the Supplemental Interest Trust for
federal income tax purposes, in which case it is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Supplemental Interest Trust be treated as a partnership; provided,
that the Trustee shall not be required to prepare and file partnership tax
returns in respect of such partnership unless it receives additional reasonable
compensation (not to exceed $10,000 per year) for the preparation of such
filings, written notification recognizing the creation of a partnership
agreement or comparable documentation evidencing the partnership, if
any. The Supplemental Interest Trust will be an “outside reserve
fund” within the meaning of Treasury Regulation Section
1.860G-2(h).
(d) To
the
extent that the Supplemental Interest Trust is determined to be a separate
legal
entity from the Supplemental Interest Trust Trustee, any obligation of the
Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
shall
be deemed to be an obligation of the Supplemental Interest Trust.
(e) The
Trustee shall treat the Holders of Certificates (other than the Class P, Class
C, Class R and Class R-X Certificates) as having entered into a notional
principal contract with respect to the Holders of the Class C Certificates.
Pursuant to each such notional principal contract, all Holders of Certificates
(other than the Class P, Class C, Class R and Class R-X Certificates) shall
be
treated as having agreed to pay, on each Distribution Date, to the Holder of
the
Class C Certificates an aggregate amount equal to the excess, if any, of (i)
the
amount payable on such Distribution Date on the REMIC 5 Regular Interest
corresponding to such Class of Certificates over (ii) the amount payable on
such
Class of Certificates on such Distribution Date (such excess, a “Class IO
Distribution Amount”). A Class IO Distribution Amount payable from interest
collections shall be allocated pro rata among such Certificates based
on the excess of (a) the amount of interest otherwise payable to such
Certificates over (ii) the amount of interest payable to such Certificates
at a
per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount
payable from principal collections shall be allocated to the most subordinate
Class of Certificates with an outstanding principal balance to the extent of
such balance. In addition, pursuant to such notional principal contract, the
Holder of the Class C Certificates shall be treated as having agreed to pay
Net
WAC Rate Carryover Amounts to the Holders of the Floating Rate Certificates
in
accordance with the terms of this Agreement. Any payments to the Certificates
from amounts deemed received in respect of this notional principal contract
shall not be payments with respect to a Regular Interest in a REMIC within
the
meaning of Code Section 860G(a)(1). However, any payment from the Certificates
(other than the Class C, Class P, Class R and Class R-X Certificates) of a
Class
IO Distribution Amount shall be treated for tax purposes as having been received
by the Holders of such Certificates in respect of their interests in REMIC
5 and
as having been paid by such Holders to the Swap Administrator pursuant to the
notional principal contract. Thus, each Certificate (other than the Class P,
Class R and Class R-X Certificates) shall be treated as representing not only
ownership of Regular Interests in REMIC 5, but also ownership of an interest
in,
and obligations with respect to, a notional principal contract.
SECTION
4.10
|
Tax
Treatment of Swap Payments and Swap Termination
Payments.
|
For
federal income tax purposes, each holder of a Floating Rate Certificate is
deemed to own an undivided beneficial ownership interest in a REMIC regular
interest and the right to receive payments in respect of the Net WAC Rate
Carryover Amount or the obligation to make payments to the Swap Account. For
federal income tax purposes, the Trustee will account for payments to each
Floating Rate Certificates as follows: each Floating Rate Certificate will
be
treated as receiving their entire payment from REMIC 5 (regardless of any Swap
Termination Payment or obligation under the Interest Rate Swap Agreement) and
subsequently paying their portion of any Swap Termination Payment in respect
of
each such Class’ obligation under the Interest Rate Swap Agreement. In the event
that any such Class is resecuritized in a REMIC, the obligation under the
Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any
shortfall in the Net Swap Payment), will be made by one or more of the REMIC
Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
Regular Interest receiving its full payment from any such Floating Rate
Certificate.
(a) The
REMIC
regular interest corresponding to a Floating Rate Certificate will be entitled
to receive interest and principal payments at the times and in the amounts
equal
to those made on the certificate to which it corresponds, except that (i) the
maximum interest rate of that REMIC regular interest will equal the Net WAC
Rate
computed for this purpose by limiting the Base Calculation Amount of the
Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the
Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
payable solely from Net Monthly Excess Cashflow. As a result of the foregoing,
the amount of distributions and taxable income on the REMIC regular interest
corresponding to a Floating Rate Certificate may exceed the actual amount of
distributions on such Certificate.
SECTION
4.11
|
Cap
Account.
|
(a) No
later
than the Closing Date, the Cap Trustee shall establish and maintain with itself,
a separate, segregated trust account titled, “Cap Account, Xxxxx Fargo Bank,
N.A., as Cap Trustee, in trust for the registered Certificateholders of
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series
2007-OPT4.” Such account shall be an Eligible Account and amounts therein shall
be held uninvested.
(b) On
each
Distribution Date, pursuant to the Cap Allocation Agreement, the Cap Trustee,
prior to any distribution to any Certificate, shall deposit into the Cap Account
amounts received pursuant to the Interest Rate Cap Agreement for distribution
in
accordance with Section 4.01(g) above.
(c) It
is the intention of the parties
hereto that, for federal and state income and state and local franchise tax
purposes, the Cap Account be disregarded as an entity separate from the Holder
of the Class C Certificates unless and until the date when either (a) there
is
more than one Class C Certificateholder or (b) any Class of Certificates in
addition to the Class C Certificates is recharacterized as an equity interest
in
the Cap Account for federal income tax purposes, in which case it is the
intention of the parties hereto that, for federal and state income and state
and
local franchise tax purposes, the Cap Account be treated as a
partnership. The Cap Account will be an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h). Upon
the termination of the Trust Fund, or the payment in full of the Floating Rate
Certificates, all amounts remaining on deposit in the Cap Account shall be
released by the Trust Fund and distributed to the Class C Certificateholders
or
their designees. The Cap Account shall be part of the Trust Fund but
not part of any Trust REMIC and any payments to the Holders of 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).
(d) By
accepting a Class C Certificate, each Class C Certificateholder hereby agrees
to
direct the Trustee, and the Trustee is hereby directed, to deposit into the
Cap
Account the amounts described above on each Distribution Date.
For
federal income tax purposes, the right of the Floating Rate Certificates to
receive payments from the Cap Account may have more than a de minimis
value.
SECTION
4.12
|
Collateral
Accounts
|
(a) The
Trustee is hereby directed to perform the obligations of the Custodian as
defined under the Basis Risk Cap Credit Support Annex (the “Basis Risk Cap
Custodian”). On or before the Closing Date, the Basis Risk Cap
Custodian shall establish a Basis Risk Cap Collateral Account. The
Basis Risk Cap Collateral Account shall be held in the name of the Basis Risk
Cap Custodian in trust for the benefit of the Certificateholders. The
Basis Risk Cap Collateral Account must be an Eligible Account and shall be
titled “Basis Risk Cap Collateral Account, Xxxxx Fargo Bank, N.A., as Basis Risk
Cap Custodian for registered Certificateholders of Soundview Home Loan Trust
2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4.”
The
Basis
Risk Cap Custodian shall credit to Basis Risk Cap Collateral Account all
collateral (whether in the form of cash or securities) posted by the Basis
Risk
Cap Provider to secure the obligations of the Basis Risk Cap Provider in
accordance with the terms of the Basis Risk Cap Agreement. Except for
investment earnings, the Basis Risk Cap Provider shall not have any legal,
equitable or beneficial interest in the Basis Risk Cap Collateral Account other
than in accordance with this Agreement, the Basis Risk Cap Agreement and
applicable law. The Basis Risk Cap Custodian shall maintain and apply
all collateral and earnings thereon on deposit in the Basis Risk Cap Collateral
Account in accordance with Basis Risk Cap Credit Support Annex.
Cash
collateral posted by the Basis Risk Cap Provider in accordance with the Basis
Risk Cap Credit Support Annex shall be invested at the direction of the Basis
Risk Cap Provider in Permitted Investments in accordance with the requirements
of the Basis Risk Cap Credit Support Annex. All amounts earned on
amounts on deposit in the Basis Risk Cap Collateral Account (whether cash
collateral or securities) shall be for the account of and taxable to the Basis
Risk Cap Provider. If no investment direction is provided, such
amounts shall remain uninvested.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Basis Risk Cap Agreement), with respect to the Basis Risk Cap Provider or upon
occurrence or designation of an Early Termination Date (as defined in the Basis
Risk Cap Agreement) as a result of any such Event of Default or Specified
Condition with respect to the Basis Risk Cap Provider, and, in either such
case,
unless the Basis Risk Cap Provider has paid in full all of its Obligations
(as
defined in the Basis Risk Cap Credit Support Annex) that are then due, then
any
collateral posted by the Basis Risk Cap Provider in accordance with the Basis
Risk Cap Credit Support Annex shall be applied to the payment of any Obligations
due to Party B (as defined in the Basis Risk Cap Agreement) in accordance with
the Basis Risk Cap Credit Support Annex. To the extent the Basis Risk
Cap Custodian is required to return any of the Posted Collateral to the Basis
Risk Cap Provider under the terms of the Basis Risk Cap Credit Support Annex,
the Basis Risk Cap Custodian shall return such collateral in accordance with
the
terms of the Basis Risk Cap Credit Support Annex.
(b) The
Trustee (in its capacity as Cap Trustee) is hereby directed to perform the
obligations of the Custodian as defined under the Interest Rate Cap Credit
Support Annex (the “Interest Rate Cap Custodian”). On or before the
Closing Date, the Interest Rate Cap Custodian shall establish a Interest Rate
Cap Collateral Account. The Interest Rate Cap Collateral Account
shall be held in the name of the Interest Rate Cap Custodian in trust for the
benefit of the Certificateholders. The Interest Rate Cap Collateral
Account must be an Eligible Account and shall be titled “Interest Rate Cap
Collateral Account, Xxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian
for
registered Certificateholders of Soundview Home Loan Trust 2007-OPT4,
Asset-Backed Certificates, Series 2007-OPT4.”
The
Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account
all collateral (whether in the form of cash or securities) posted by the
Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap
Provider in accordance with the terms of the Interest Rate Cap
Agreement. Except for investment earnings, the Interest Rate Cap
Provider shall not have any legal, equitable or beneficial interest in the
Interest Rate Cap Collateral Account other than in accordance with this
Agreement, the Interest Rate Cap Agreement and applicable law. The
Interest Rate Cap Custodian shall maintain and apply all collateral and earnings
thereon on deposit in the Interest Rate Cap Collateral Account in accordance
with Interest Rate Cap Credit Support Annex.
Cash
collateral posted by the Interest Rate Cap Provider in accordance with the
Interest Rate Cap Credit Support Annex shall be invested at the direction of
the
Interest Rate Cap Provider in Permitted Investments in accordance with the
requirements of the Interest Rate Cap Credit Support Annex. All
amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account
(whether cash collateral or securities) shall be for the account of and taxable
to the Interest Rate Cap Provider. If no investment direction is
provided, such amounts shall remain uninvested.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Cap Agreement), with respect to the Interest Rate Cap Provider
or
upon occurrence or designation of an Early Termination Date (as defined in
the
Interest Rate Cap Agreement) as a result of any such Event of Default or
Specified Condition with respect to the Interest Rate Cap Provider, and, in
either such case, unless the Interest Rate Cap Provider has paid in full all
of
its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
that
are then due, then any collateral posted by the Interest Rate Cap Provider
in
accordance with the Interest Rate Cap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Cap Agreement) in accordance with the Interest Rate Cap Credit Support
Annex. To the extent the Interest Rate Cap Custodian is
required to return any of the Posted Collateral to the Interest Rate Cap
Provider under the terms of the Interest Rate Cap Credit Support Annex, the
Interest Rate Cap Custodian shall return such collateral in accordance with
the
terms of the Interest Rate Cap Credit Support Annex.
(c) The
Trustee (in its capacity as Supplemental Interest Trust Trustee) is hereby
directed to perform the obligations of the Custodian as defined under the Swap
Credit Support Annex (the “Swap Custodian”). On or before the Closing
Date, the Swap Custodian shall establish a Swap Collateral
Account. The Swap Collateral Account shall be held in the name of the
Swap Custodian in trust for the benefit of the
Certificateholders. The Swap Collateral Account must be an Eligible
Account and shall be titled “Swap Collateral Account, Xxxxx Fargo Bank, N.A., as
Swap Custodian for registered Certificateholders of Soundview Home Loan Trust
2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4.”
The
Swap
Custodian shall credit to Swap Collateral Account all collateral (whether in
the
form of cash or securities) posted by the Swap Provider to secure the
obligations of the Swap Provider in accordance with the terms of the Interest
Rate Swap Agreement. Except for investment earnings, the Swap
Provider shall not have any legal, equitable or beneficial interest in the
Swap
Collateral Account other than in accordance with this Agreement, the Interest
Rate Swap Agreement and applicable law. The Swap Custodian shall
maintain and apply all collateral and earnings thereon on deposit in the Swap
Collateral Account in accordance with Swap Credit Support Annex.
Cash
collateral posted by the Swap Provider in accordance with the Swap Credit
Support Annex shall be invested at the direction of the Swap Provider in
Permitted Investments in accordance with the requirements of the Swap Credit
Support Annex. All amounts earned on amounts on deposit in the Swap
Collateral Account (whether cash collateral or securities) shall be for the
account of and taxable to the Swap Provider. If no investment
direction is provided, such amounts shall remain uninvested.
Upon
the
occurrence of an Event of Default or Specified Condition (each as defined in
the
Interest Rate Swap Agreement), a with respect to the Interest Rate Swap Provider
or upon occurrence or designation of an Early Termination Date (as defined
in
the Interest Rate Swap Agreement) as a result of any such Event of Default
or
Specified Condition with respect to the Interest Rate Swap Provider, and, in
either such case, unless the Interest Rate Swap Provider has paid in full all
of
its Obligations (as defined in the Interest Rate Swap Credit Support Annex)
that
are then due, then any collateral posted by the Interest Rate Swap Provider
in
accordance with the Interest Rate Swap Credit Support Annex shall be applied
to
the payment of any Obligations due to Party B (as defined in the Interest Rate
Swap Agreement) in accordance with the Interest Rate Swap Credit Support
Annex. To the extent the Swap Custodian is required to return any of
the Posted Collateral to the Interest Rate Swap Provider under the terms of
the
Swap Credit Support Annex, the Swap Custodian shall return such collateral
in
accordance with the terms of the Swap Credit Support Annex.
SECTION
4.13
|
Rights
and Obligations Under the Basis Risk Cap Agreement, the Interest
Rate Cap
Agreement and the Interest Rate Swap
Agreement.
|
(a) In
the
event that the Basis Risk Cap Provider fails to perform any of its obligations
under the Basis Risk Cap Agreement (including, without limitation, its
obligation to make any payment or transfer collateral), or breaches any of
its
representations and warranties thereunder, or in the event that any Event of
Default, Termination Event, or Additional Termination Event (each as defined
in
the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap
Agreement, the Trustee shall, promptly following actual notice of such failure,
breach or event, notify the Depositor and send any notices and make any demands,
on behalf of the Trust, required to enforce the rights of the Trust under the
Basis Risk Cap Agreement.
In
the
event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty
the “Guaranty” and such third party the “Guarantor”), then to the extent that
the Basis Risk Cap Provider fails to make any payment by the close of business
on the day it is required to make payment under the terms of the Basis Risk
Cap
Agreement, the Trustee shall, promptly following actual notice of the Basis
Risk
Cap Provider’s failure to pay, demand that the Guarantor make any and all
payments then required to be made by the Guarantor pursuant to such Guaranty;
provided, that the Trustee shall in no event be liable for any failure or delay
in the performance by the Basis Risk Cap Provider or any Guarantor of its
obligations hereunder or pursuant to the Basis Risk Cap Agreement and the
Guaranty, nor for any special, indirect or consequential loss or damage of
any
kind whatsoever (including but not limited to lost profits) in connection
therewith.
Upon
an
early termination of the Basis Risk Cap Agreement other than in connection
with
the optional termination of the Trust, the Trustee, at the direction of the
Depositor, will use reasonable efforts to appoint a successor basis risk cap
provider to enter into a new basis risk cap agreement on terms substantially
similar to the Basis Risk Cap Agreement, with a successor basis risk cap
provider meeting all applicable eligibility requirements. If the Trustee
receives a termination payment from the Basis Risk Cap Provider in connection
with such early termination, the Trustee will apply such termination payment
to
any upfront payment required to appoint the successor basis risk cap
provider.
If
the
Trustee is unable to appoint a successor basis risk cap provider within 30
days
of the early termination, then the Trustee will deposit any termination payment
received from the original Basis Risk Cap Provider into a separate, non-interest
bearing reserve account and will, on each subsequent Distribution Date, withdraw
from the amount then remaining on deposit in such reserve account, an amount
equal to the payment, if any, that would have been paid to the Trustee by the
original Basis Risk Cap Provider calculated in accordance with the terms of
the
original Basis Risk Cap Agreement, and distribute such amount in accordance
with
the terms of Section 4.01(d).
Upon
an
early termination of the Basis Risk Cap Agreement in connection with the
optional termination of the Trust, if the Trustee receives a termination payment
from the Basis Risk Cap Provider, such termination payment will be distributed
in accordance with Section 4.01(d).
(b) In
the
event that the Interest Rate Cap Provider fails to perform any of its
obligations under the Interest Rate Cap Agreement (including, without
limitation, its obligation to make any payment or transfer collateral), or
breaches any of its representations and warranties thereunder, or in the event
that any Event of Default, Termination Event, or Additional Termination Event
(each as defined in the Interest Rate Cap Agreement) occurs with respect to
the
Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee) shall,
promptly following actual notice of such failure, breach or event, notify the
Depositor and send any notices and make any demands, on behalf of the Cap Trust,
required to enforce the rights of the Cap Trust under the Interest Rate Cap
Agreement.
In
the
event that the Interest Rate Cap Provider’s obligations are guaranteed by a
third party under a guaranty relating to the Interest Rate Cap Agreement (such
guaranty the “Guaranty” and such third party the “Guarantor”), then to the
extent that the Interest Rate Cap Provider fails to make any payment by the
close of business on the day it is required to make payment under the terms
of
the Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee)
shall, promptly following actual notice of the Interest Rate Cap Provider’s
failure to pay, demand that the Guarantor make any and all payments then
required to be made by the Guarantor pursuant to such Guaranty; provided, that
the Trustee (in its capacity as Cap Trustee) shall in no event be liable for
any
failure or delay in the performance by the Interest Rate Cap Provider or any
Guarantor of its obligations hereunder or pursuant to the Interest Rate Cap
Agreement and the Guaranty, nor for any special, indirect or consequential
loss
or damage of any kind whatsoever (including but not limited to lost profits)
in
connection therewith.
Upon
an
early termination of the Interest Rate Cap Agreement other than in connection
with the optional termination of the Trust, the Trustee (in its capacity as
Cap
Trustee), at the direction of the Depositor, will use reasonable efforts to
appoint a successor interest rate cap provider to enter into a new interest
rate
cap agreement on terms substantially similar to the Interest Rate Cap Agreement,
with a successor interest rate cap provider meeting all applicable eligibility
requirements. If the Trustee (in its capacity as Cap Trustee) receives a
termination payment from the Interest Rate Cap Provider in connection with
such
early termination, the Trustee (in its capacity as Cap Trustee) will apply
such
termination payment to any upfront payment required to appoint the successor
interest rate cap provider.
If
the
Trustee (in its capacity as Cap Trustee) is unable to appoint a successor
interest rate cap provider within 30 days of the early termination, then the
Trustee (in its capacity as Cap Trustee) will deposit any termination payment
received from the original Interest Rate Cap Provider into a separate,
non-interest bearing reserve account and will, on each subsequent Distribution
Date, withdraw from the amount then remaining on deposit in such reserve account
an amount equal to the payment, if any, that would have been paid to the Trustee
(in its capacity as Cap Trustee) by the original Interest Rate Cap Provider
calculated in accordance with the terms of the original Interest Rate Cap
Agreement, and distribute such amount in accordance with the terms
of Section 4.01(g).
Upon
an
early termination of the Interest Rate Cap Agreement in connection with the
optional termination of the Trust, if the Trustee (in its capacity as Cap
Trustee) receives a termination payment from the Interest Rate Cap Provider,
such termination payment will be distributed in accordance with Section
4.01(g).
(c) In
the
event that the Swap Provider fails to perform any of its obligations under
the
Interest Rate Swap Agreement (including, without limitation, its obligation
to
make any payment or transfer collateral), or breaches any of its representations
and warranties thereunder, or in the event that any Event of Default,
Termination Event, or Additional Termination Event (each as defined in the
Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
Agreement, the Trustee (in its capacity as Supplemental Interest Trust Trustee)
shall, promptly following actual notice of such failure, breach or event, notify
the Depositor and send any notices and make any demands, on behalf of the
Supplemental Interest Trust, required to enforce the rights of the Supplemental
Interest Trust under the Interest Rate Swap Agreement.
In
the
event that the Swap Provider’s obligations are guaranteed by a third party under
a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
“Guaranty” and such third party the “Guarantor”), then to the extent that the
Swap Provider fails to make any payment by the close of business on the day
it
is required to make payment under the terms of the Interest Rate Swap Agreement,
the Trustee (in its capacity as Supplemental Interest Trust Trustee) shall,
promptly following actual notice of the Swap Provider’s failure to pay, demand
that the Guarantor make any and all payments then required to be made by the
Guarantor pursuant to such Guaranty; provided, that the Trustee (in its capacity
as Supplemental Interest Trust Trustee) shall in no event be liable for any
failure or delay in the performance by the Swap Provider or any Guarantor of
its
obligations hereunder or pursuant to the Interest Rate Swap Agreement and the
Guaranty, nor for any special, indirect or consequential loss or damage of
any
kind whatsoever (including but not limited to lost profits) in connection
therewith.
Upon
an
early termination of the Interest Rate Swap Agreement other than in connection
with the optional termination of the Trust, the Trustee (in its capacity as
Supplemental Interest Trust Trustee), at the direction of the Depositor, will
use reasonable efforts to appoint a successor swap provider to enter into a
new
interest rate swap agreement on terms substantially similar to the Interest
Rate
Swap Agreement, with a successor swap provider meeting all applicable
eligibility requirements. If the Trustee (in its capacity as Supplemental
Interest Trust Trustee) receives a termination payment from the Swap Provider
in
connection with such early termination, the Trustee (in its capacity as
Supplemental Interest Trust Trustee) will apply such termination payment to
any
upfront payment required to appoint the successor swap provider. If
the Trustee (in its capacity as Supplemental Interest Trust Trustee) is required
to pay a termination payment to the Swap Provider in connection with such early
termination, the Trustee (in its capacity as Supplemental Interest Trust
Trustee) will apply any upfront payment received from the successor swap
provider to pay such termination payment.
If
the
Trustee (in its capacity as Supplemental Interest Trust Trustee) is unable
to
appoint a successor swap provider within 30 days of the early termination,
then
the Trustee (in its capacity as Supplemental Interest Trust Trustee) will
deposit any termination payment received from the original Swap Provider into
a
separate, non-interest bearing reserve account and will, on each subsequent
Distribution Date, withdraw from the amount then remaining on deposit in such
reserve account an amount equal to the Net Swap Payment, if any, that would
have
been paid to the Trustee (in its capacity as Supplemental Interest Trust
Trustee) by the original Swap Provider calculated in accordance with the terms
of the original Interest Rate Swap Agreement, and distribute such amount in
accordance with the terms of Section 4.01(e).
Upon
an
early termination of the Interest Rate Swap Agreement in connection with the
optional termination of the Trust, if the Trustee (in its capacity as
Supplemental Interest Trust Trustee) receives a termination payment from the
Swap Provider, such termination payment will be distributed in accordance with
Section 4.01(e).
SECTION
4.14
|
Interest
Coverage Account
|
(a) No
later
than the Closing Date, the Trustee shall establish and maintain a segregated
trust account that is an Eligible Account, which shall be titled “Interest
Coverage Account, Xxxxx Fargo Bank, N.A., as trustee for the registered holders
of Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series
2007-OPT4” (the “Interest Coverage Account”). The Trustee shall, promptly upon
receipt, deposit in the Interest Coverage Account and retain therein the
Interest Coverage Amount remitted on the Closing Date to the Trustee by the
Depositor. Funds deposited in the Interest Coverage Account shall be
held in trust by the Trustee for the Certificateholders for the uses and
purposes set forth herein.
(b) For
federal income tax purposes, the Depositor shall be the owner of the Interest
Coverage Account and shall report all items of income, deduction, gain or loss
arising therefrom. At no time will the Interest Coverage Account be an asset
of
any REMIC created hereunder. All income and gain realized from investment of
funds deposited in the Interest Coverage Account shall be for the sole and
exclusive benefit of the Depositor and shall be remitted by the Trustee to
the
Depositor no later than the first Business Day following receipt of such income
and gain by the Trustee. The Depositor shall deposit in the Interest Coverage
Account the amount of any net loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss.
(c) On
the
first Distribution Date, the Trustee shall withdraw from the Interest Coverage
Account and deposit in the Net WAC Rate Carryover Reserve Account an amount
equal to the difference between (x) the aggregate amount of interest accrued
during the related Accrual Period at the related Formula Rate on the Certificate
Principal Balance of each Class of Class A and Mezzanine Certificates
immediately prior to such Distribution Date net of any Relief Act Interest
Shortfalls or Net Prepayment Interest Shortfalls over (y) the sum of the Group
I
Interest Remittance Amount and Group II Interest Remittance Amount for such
Distribution Date. On the second Distribution Date, the Trustee shall withdraw
any remaining amounts from the Interest Coverage Account and distribute such
amount to the Depositor.
ARTICLE
V
THE
CERTIFICATES
SECTION
5.01
|
The
Certificates.
|
Each
of
the Floating Rate Certificates, the Class X 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 Floating Rate Certificates and the Class X 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 such Certificates
must be purchased in minimum total investments of $100,000 per class, 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 Floating Rate Certificates and the Class X
Certificates shall be Book-Entry Certificates. The other Classes of Certificates
shall not be Book-Entry Certificates.
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 which office shall initially be the offices designated
by
the Trustee 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 five separate certificates,
each representing such holder’s respective Percentage Interest in the Class R-1
Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest
and the Class R-5 Interest 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 three separate certificates, each representing such holder’s respective
Percentage Interest in the Class R-6 Interest, the Class R-7 Interest and the
Class R-8 Interest 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. In the event of any conflict between the terms of any such
Letter of Representation and this Agreement, the terms of this Agreement shall
control.
(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 Trustee or 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 definitive, fully registered certificates (the
“Definitive Certificates”) to Certificate Owners is no longer in the best
interests of the Certificate Owners. 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, in the
case of (i) and (ii) 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 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, the 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 Mezzanine 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 1933 Act, and any applicable state securities
laws or is made in accordance with the 1933 Act and 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 or the first transfer by the initial transferee of an Affiliate of
the
Depositor, (ii) the transfer of any such Class C, Class P or Residual
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), (x) unless such transfer is made
in
reliance upon Rule 144A (as evidenced by the 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 (y) 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 in 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 in 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 above 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 any Class C Certificate shall be made unless the proposed transferee
of such Class C Certificate (1) provides to the Trustee, the Swap Provider
and
the Interest Rate Cap Provider, the appropriate tax certification forms that
would eliminate any withholding or deduction for taxes from amounts payable
by
the Swap Provider and the Interest Rate Cap Provider, pursuant to the Interest
Rate Swap Agreement and the Interest Rate Cap Agreement, to the Supplemental
Interest Trust Trustee or the Cap Trustee, as applicable, (i.e., IRS Form W-9
or
IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor
form
thereto), together with any applicable attachments) and (2) agrees to update
such form (a) upon expiration of any such form, (b) as required under then
applicable U.S. Treasury regulations and (c) promptly upon learning that such
form has become obsolete or incorrect, each as a condition to such
transfer. In addition, no transfer of any Class C Certificate shall
be made if such transfer would cause the Supplemental Interest Trust or the
Cap
Trust to be beneficially owned by two or more persons for federal income tax
purposes, or continue to be so treated, unless (i) each proposed transferee
of
such Class C Certificate complies with the foregoing conditions, (ii) the
proposed majority holder of the Class C Certificates (or each holder, if there
is or would be no majority holder) (A) provides, or causes to be provided,
on
behalf of the Supplemental Interest Trust or the Cap Trust, if applicable,
the
appropriate tax certification form that would be required from the Supplemental
Interest Trust or the Cap Trust, as applicable, to eliminate any withholding
or
deduction for taxes from amounts payable by the Swap Provider and the Interest
Rate Cap Provider, pursuant to the Interest Rate Swap Agreement or the Interest
Rate Cap Agreement, to the Supplemental Interest Trust Trustee or the Cap
Trustee, as applicable (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX
or
W-8ECI, as applicable (or any successor form thereto), together with any
applicable attachments) and (B) agrees to update such form (x) upon expiration
of any such form, (y) as required under then applicable U.S. Treasury
regulations and (z) promptly upon learning that such form has become obsolete
or
incorrect. If, under applicable U.S. Treasury regulations, such tax
certification form may only be signed by a trustee acting on behalf of the
Supplemental Interest Trust or the Cap Trust, then the Supplemental Interest
Trust Trustee or the Cap Trustee, as applicable, shall sign such certification
form if so requested by a holder of the Class C Certificates.
Upon
receipt of any tax certification form pursuant to the preceding conditions
from
a proposed transferee of any Class C Certificate, the Trustee shall forward
each
tax certification form attributable to the Interest Rate Swap Agreement or
the
Interest Rate Cap Agreement to the Swap Provider or the Interest Rate Cap
Provider, as applicable, upon request of such party, solely to the extent that
such party has not received such IRS Form directly from the Holder of the Class
C Certificates. Each Holder of a Class C Certificate by its purchase
of such Certificate is deemed to consent to any such IRS Form being so
forwarded. Upon the request of the Swap Provider or the Interest Rate
Cap Provider, the Trustee shall be required to forward any tax certification
received by it to the Swap Provider or the Interest Rate Cap Provider at the
last known address provided to it, and, subject to Section 8.01, shall not
be
liable for the receipt of such tax certification by the Swap Provider or the
Interest Rate Cap Provider, nor any action taken or not taken by the Swap
Provider or the Interest Rate Cap Provider with respect to such tax
certification. Any purported sales or transfers of any Class C
Certificate to a transferee which does not comply with the requirements of
the
preceding paragraph shall be deemed null and void under this
Agreement. The Trustee shall have no duty to take any action to
correct any misstatement or omission in any tax certification provided to it
by
the Holder of the Class C Certificates and forwarded to the Swap Provider or
the
Interest Rate Cap Provider.
No
transfer of a Class C Certificate, Class P Certificate or Residual Certificate
or any interest therein shall be made to any Plan, any Person acting, directly
or indirectly, on behalf of any such Plan or any Person acquiring such
Certificates with “Plan Assets” of a Plan within the meaning of the Department
of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 as modified by Section
3(42) of ERISA (“Plan Assets”), as certified by such transferee in the form of
Exhibit M, unless the Trustee is provided with an Opinion of Counsel for the
benefit of the Depositor, the Trustee and the Servicer and on which they 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, the 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, the 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, (ii) the transfer
of any such Class C Certificate, Class P Certificate or Residual Certificate
to
the issuer under the Indenture or the indenture trustee under the Indenture
or
(iii) a transfer of any such Class C Certificate, Class P Certificate or
Residual 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 have 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, upon the request of the Trustee, shall be a written representation)
from
the Transferor of the status of such transferee as an affiliate of the
Depositor.
For
so
long as the Supplemental Interest Trust or the Cap Trust is in existence, each
beneficial owner of a Floating Rate Certificate or any interest therein, shall
be deemed to have represented, by virtue of its acquisition or holding of the
Floating Rate Certificate, or interest therein, that either (i) it is not a
Plan
or (ii) (A) it is an accredited investor within the meaning of Prohibited
Transaction Exemption (“PTE”) 90-59, as amended by XXX 00-00, XXX 0000-00, XXX
0000-00 and PTE 2007-05 (the “Exemption”) and (B) the acquisition and holding of
such Certificate and the separate right to receive payments from the
Supplemental Interest Trust or the Cap Trust are eligible for the exemptive
relief available under Prohibited Transaction Class Exemption (“PTCE”) 95-60 or,
except in the case of a Mezzanine Certificate, 84-14, 91-38, 90-1 or
96-23.
Subsequent
to the termination of the Supplemental Interest Trust and the Cap Trust, each
Transferee of a Mezzanine 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 or (b) 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 PTCE 95-60), and (iii) the conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.
If
any
Certificate or any interest therein is acquired or held in violation of the
provisions of the three preceding 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 three
preceding paragraphs shall indemnify and hold harmless the Depositor, the
Servicer, the NIMS Insurer, 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:
(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
(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
and
the NIMS Insurer, in form and substance satisfactory to the Trustee and the
NIMS
Insurer, (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.
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, the NIMS Insurer 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.
SECTION
5.04
|
Persons
Deemed Owners.
|
The
Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
Trustee, the NIMS Insurer, 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 Servicer, the Trust, the Trustee nor any agent of any of them
shall be affected by notice to the contrary.
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 and the NIMS
Insurer.
(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
SERVICER AND THE DEPOSITOR
SECTION
6.01
|
Liability
of the Servicer and the Depositor.
|
The
Servicer shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the 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.
SECTION
6.02
|
Merger
or Consolidation of, or Assumption of the Obligations of, the Servicer
or
the Depositor.
|
Any
entity into which the Servicer or the Depositor may be merged or consolidated,
or any entity resulting from any merger, conversion or consolidation to which
the Servicer or the Depositor shall be a party, or any corporation succeeding
to
the business of the Servicer or the Depositor, shall be the successor of the
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.
SECTION
6.03
|
Limitation
on Liability of the Servicer and
Others.
|
Neither
the Servicer nor the Depositor nor any of the directors or officers or employees
or agents of the Servicer 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 Servicer or the Depositor in good faith pursuant
to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the 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
Servicer or the Depositor, as the case may be, or by reason of its reckless
disregard of its obligations and duties of the Servicer or the Depositor, as
the
case may be, hereunder. The Servicer and any director or officer or
employee or agent of the 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 (i) any loss, liability
or
expense incurred in connection with any legal action relating to this Agreement
or the Certificates, other than any loss, liability or expense related to any
specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
or
expense shall be otherwise reimbursable pursuant to this Agreement) and any
loss, liability or expense incurred by reason of its willful misfeasance, bad
faith or negligence in the performance of duties hereunder or by reason of
its
reckless disregard of obligations and duties hereunder or (ii) any breach of
a
representation or warranty by the Originator regarding the Mortgage Loans.
The
Servicer or the Depositor may undertake 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, 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 Depositor or the Servicer shall be entitled to be reimbursed
therefor from the Collection Account as and to the extent provided in Section
3.11, any such right of reimbursement being prior to the rights of the
Certificateholders to receive any amount in the Collection Account. The
Servicer’s right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the 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 the Servicer
solely in its capacity as Servicer hereunder and in no other
capacities.
SECTION
6.04
|
Servicer
Not to Resign.
|
The
Servicer shall not resign from the obligations and duties hereby imposed on
it
except (i) upon determination that its duties hereunder are no longer
permissible under applicable law or are in material conflict by reason of
applicable law with any other activities carried on by it or its subsidiaries
or
Affiliates, the other activities of the Servicer so causing such a conflict
being of a type and nature carried on by the Servicer or its subsidiaries or
Affiliates at the date of this Agreement or (ii) upon satisfaction of the
following conditions: (a) the Servicer has proposed a successor
servicer to the Trustee and the NIMS Insurer in writing and such proposed
successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer
and (b) each Rating Agency shall have delivered a letter to the Trustee and
the
NIMS Insurer prior to the appointment of the successor servicer stating that
the
proposed appointment of such successor servicer as Servicer hereunder will
not
result in the reduction or withdrawal of the then current rating of the
Certificates; provided, however, that no such resignation by the Servicer shall
become effective until such successor servicer or, in the case of (i) above,
the
Trustee shall have assumed the Servicer’s responsibilities and obligations
hereunder or the Trustee shall have designated, with the consent of the NIMS
Insurer, a successor servicer in accordance with Section 7.02. Except as
expressly provided herein, the Servicer shall not assign or transfer any of
its
rights, benefits or privileges hereunder to any other Person, or delegate to
or
subcontract with, or authorize or appoint any other Person to perform any of
the
duties, covenants or obligations to be performed by the Servicer hereunder.
The
foregoing prohibition on assignment shall not prohibit the Servicer from
designating a Sub-Servicer as payee of any indemnification amount payable to
the
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 Subservicer as an indemnitee under this Agreement.
Notwithstanding
anything to the contrary which may be set forth above, the Trustee and the
Depositor hereby specifically (i) consent to the pledge and assignment by the
Servicer of all the Servicer’s right, title and interest in, to and under this
Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders,
and (ii) provided that no Servicer Event of Termination exists, agree that
upon
delivery to the Trustee by the Servicing Rights Pledgee of a letter signed
by
the Servicer whereunder the Servicer shall resign as Servicer under this
Agreement, the Trustee shall appoint the Servicing Rights Pledgee or its
designee as successor Servicer, provided that at the time of such appointment,
the Servicing Rights Pledgee or such designee meets the requirements of a
successor Servicer pursuant to Section 7.02(a) and agrees to be subject to
the
terms of this Agreement. If, pursuant to any provision hereof, the
duties of the Servicer are transferred to a successor, the entire amount of
the
Servicing Fee and other compensation payable to the Servicer pursuant hereto
shall thereafter be payable to such successor.
SECTION
6.05
|
Delegation
of Duties.
|
In
the
ordinary course of business, the 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 the 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. The Servicer shall provide the Trustee and
the
NIMS Insurer 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.
SECTION
6.06
|
[Reserved].
|
SECTION
6.07
|
Inspection.
|
The
Servicer, in its capacity as Servicer, shall afford the Trustee and the NIMS
Insurer, upon reasonable notice, during normal business hours, access to all
records maintained by the Servicer in respect of its rights and obligations
hereunder and access to officers of the Servicer responsible for such
obligations.
SECTION
6.08
|
Duties
of the 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 pursuant to the Credit Risk Management Agreement to the
Credit Risk Manager by the Servicer. The Credit Risk Manager shall
look solely to the Servicer for all information and data (including loss and
delinquency information and data) and loan level information and data relating
to the servicing of the Mortgage Loans and the Trustee shall not have any
obligation to provide any such information to the Credit Risk Manager and shall
not otherwise have any responsibility with respect to the performance of the
Credit Risk Manager.
SECTION
6.09
|
Limitation
Upon Liability of the Credit Risk
Manager.
|
Neither
the Credit Risk Manager, nor any of its directors, officers, employees, or
agents shall be under any liability to the Trustee, the Certificateholders,
the
Servicer or the Depositor for any action taken or for refraining from the taking
of any action made in good faith pursuant to this Agreement, in reliance upon
information provided by the Servicer under the Credit Risk Management Agreement,
or for errors in judgment; provided, however, that this provision shall not
protect the Credit Risk Manager or any such person against liability that would
otherwise be imposed by reason of willful malfeasance or bad faith in its
performance of its duties. The Credit Risk Manager and any director,
officer, employee, or agent of the Credit Risk Manager 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, and may rely in good faith
upon
the accuracy of information furnished by the Servicer pursuant to the Credit
Risk Management Agreement in the performance of its duties thereunder and
hereunder.
SECTION
6.1
0
|
Removal
of the Credit Risk Manager.
|
The
Credit Risk Manager may be removed as Credit Risk Manager by the Depositor
at
any time, without cause, with the consent of Certificateholders holding not
less
than 66 2/3% of the Voting Rights, upon ten (10) days prior written notice.
The
Depositor shall provide such written notice to the Trustee and upon receipt
of
such notice and evidence of such Certificateholders’ consent, the Trustee shall
provide written notice to the Credit Risk Manager of its removal, effective
upon
receipt of such notice.
ARTICLE
VII
DEFAULT
SECTION
7.01
|
Servicer
Events of Termination.
|
(a) 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 the NIMS Insurer or 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 the NIMS Insurer or 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; or
(v) The
failure by the Servicer to duly perform, within the required time period, its
obligations under Section 3.20 or Section 3.21 of this Agreement;
or
(vi) A
Delinquency Servicer Termination Trigger has occurred and is continuing;
or
(vii) (a)
a
merger or consolidation or any other change of control of the Servicer to any
entity other than Cerberus Capital Management, L.P. and its affiliates; or
(b)
if the Servicer’s primary subprime servicer rating (i) by Xxxxx’x falls to “SQ3”
or lower, (ii) by Fitch falls to “RPS3” or lower or (iii) by S&P falls to
“Average” or lower and any such downgrade by Xxxxx’x, Fitch or S&P continues
unremedied for a period of thirty (30) days.
(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 5:00 P.M.,
New
York time, on the Business Day immediately following the Servicer Remittance
Date (provided the Trustee shall give the Servicer notice of such failure
to
advance by 5:00 P.M. New York time on the Servicer Remittance Date), the
Trustee
shall, at the direction of the NIMS Insurer, terminate all of the rights
and
obligations of the Servicer under this Agreement, to the extent permitted
by
law, and in and to the Mortgage Loans and the proceeds thereof 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, (y) in the case of (i)(B), (ii), (iii), (iv), (v)
or
(vi) above, the Trustee shall, at the direction of the Depositor, the NIMS
Insurer or the Holders of each Class of Regular Certificates evidencing
Percentage Interests aggregating not less than 51%, by notice then given
in
writing to the Servicer (and to the Trustee if given by the NIMS Insurer
or the
Holders of Certificates), terminate all of the rights and obligations of
the
Servicer as servicer under this Agreement and (z) in the case of (vii) above,
the Trustee shall, at the direction of the majority Holder of the Class C
Certificates, by notice given in writing to the Servicer (and to the Trustee),
terminate all of the rights and obligations of the Servicer as servicer under
this Agreement. Any such notice to the Servicer shall also be given to each
Rating Agency, the Credit Risk Manager, the Depositor and the Servicer. On
or
after the receipt by the Servicer (and by the Trustee if such notice is given
by
the Holders) of such written notice, all authority and power of the Servicer
under this Agreement, whether with respect to the Certificates or the Mortgage
Loans or otherwise, shall pass to and be vested in the Trustee (or in the
case
of (vii) above, such other successor servicer appointed by the majority Holder
of the Class C Certificates and consented to by the Rating Agencies) pursuant
to
and under this Section; and, without limitation, and the Trustee (or other
successor servicer) is hereby authorized and empowered to execute and deliver,
on behalf of the 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. The Servicer agrees to cooperate
with
the Trustee (or the applicable successor Servicer) in effecting the termination
of the responsibilities and rights of the Servicer hereunder, including,
without
limitation, the delivery to the Trustee (or other successor servicer) of
all
documents and records requested by it to enable it to assume the 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 Servicer and to be
deposited by it in the Collection Account, the Distribution Account, any
REO
Account or any Servicing Account or that have been deposited by the Servicer
in
such accounts or thereafter received by the Servicer with respect to the
Mortgage Loans or any REO Property received by the 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 Servicer pursuant to this Section
shall
be paid by the predecessor Servicer (or if the predecessor Servicer is the
Trustee, the initial Servicer) upon presentation of reasonable documentation
of
such costs and expenses and to the extent not paid by the Servicer, by the
Trust.
SECTION
7.02
|
Trustee
to Act; Appointment of Successor.
|
(a) From
the
time the Servicer (and the Trustee, if notice is sent by the Holders) receives
a
notice of termination pursuant to Section 7.01 (i) through (vi) 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 the Servicer in its
capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties
and
liabilities relating thereto placed on the 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 Servicer to make advances.
Notwithstanding the foregoing, the Trustee, in its capacity as 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 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 Servicer hereunder in the assumption of all or any part of
the
responsibilities, duties or liabilities of the Servicer hereunder; provided,
that the appointment of any such successor Servicer shall be approved by the
NIMS Insurer (such approval not to be unreasonably withheld), as evidenced
by
the prior written consent of the NIMS Insurer, and 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 Servicer
hereunder, 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 Mortgage Loans in an amount equal
to
the compensation which the 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 Servicer to pay any deductible
under an insurance policy pursuant to Section 3.14, to reimburse the Trustee
pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer
pursuant to Section 8.05(c)), 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 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) In
the
event of a Servicer Event of Termination, notwithstanding anything to the
contrary above, the Trustee and the Depositor hereby agree that upon delivery
to
the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer
within ten Business Days of when notification of such event shall have been
provided to the Trustee, whereunder the Servicer shall resign as Servicer under
this Agreement, the Servicing Rights Pledgee or its designee shall be appointed
as successor Servicer (provided that at the time of such appointment the
Servicing Rights Pledgee or such designee meets the requirements of a successor
Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject
to the terms of this Agreement.
(c) Any
successor to the 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
Servicer hereunder and a fidelity bond in respect of its officers, employees
and
agents to the same extent as the Servicer is so required pursuant to Section
3.14.
SECTION
7.03
|
Waiver
of Defaults.
|
The
Majority Certificateholders may, on behalf of all Certificateholders and with
the consent of the NIMS Insurer, waive any events permitting removal of the
Servicer as 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 consent of the Holder of such
Certificate and the consent of the NIMS Insurer. 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
and the NIMS Insurer.
SECTION
7.04
|
Notification
to Certificateholders.
|
(a) Upon
any
termination or appointment of a successor to the 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, the NIMS Insurer and each Rating Agency.
(b) No
later
than 60 days after the occurrence of any event which constitutes or which,
with
notice or a lapse of time or both, would constitute a Servicer Event of
Termination for 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, the Credit Risk Manager and the NIMS Insurer
notice of such occurrence unless such default or Servicer Event of Termination
shall have been waived or cured.
SECTION
7.05
|
Survivability
of Servicer Liabilities.
|
Notwithstanding
anything herein to the contrary, upon termination of the Servicer hereunder,
any
liabilities of the Servicer which accrued prior to such termination shall
survive such termination.
ARTICLE
VIII
THE
TRUSTEE
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 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 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 and the NIMS Insurer.
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 personally 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 the pertinent facts;
(iii) the
Trustee shall not be personally 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 NIMS Insurer or 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 Servicer referred to in clauses (i) and
(ii)
of Section 7.01(a) or of the existence of any Servicer Event of Termination
unless a Responsible Officer of the Trustee at the Corporate Trust Office
obtains actual knowledge of such failure or the Trustee receives written notice
of such failure from the Depositor, the Servicer, the NIMS Insurer 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
the 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 Servicer in accordance with the terms of this
Agreement.
SECTION
8.02
|
Certain
Matters Affecting the Trustee.
|
(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 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 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 or the NIMS Insurer, pursuant to the provisions
of this Agreement, unless such Certificateholders or the NIMS Insurer, as
applicable, 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 personally 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 NIMS Insurer or the Majority
Certificateholder; 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. The reasonable expense
of every such examination shall be paid by the Servicer or the NIMS Insurer
(if
requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed
by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon
demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested
by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause
(v) shall derogate from the obligation of the 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 the Servicer until
such
time as the Trustee may be required to act as Servicer pursuant to Section
7.02
and thereupon only for the acts or omissions of the Trustee as 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, custodians
or
nominees;
(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;
(ix) the
Trustee shall not be personally liable for any loss resulting from the
investment of funds held in the Collection Account or the REO Account made
at
the direction of the Servicer pursuant to Section 3.12; and
(x) the
Trustee or its Affiliates are permitted to receive compensation that could
be
deemed to be in the Trustee’s economic self-interest for (i) serving as
investment adviser, administrator, shareholder, servicing agent, custodian
or
sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments. Such
compensation shall not be considered an amount that is reimbursable or payable
pursuant to Section 3.11.
In
order
to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain
and verify certain information and documentation from the other parties hereto,
including, but not limited to, such parties’ name, address and other identifying
information.
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 other than with respect to the Trustee’s execution and
authentication of the Certificates. The Trustee shall not be accountable for
the
use or application by the Servicer, or for the use or application of any funds
paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the 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
the 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 the Servicer pursuant to Section
7.02); the compliance by the Depositor, the Originator or the Servicer 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 the 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 any of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
any
Sub-Servicer or any Mortgagor; any action of the Servicer (other than if the
Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
or
any Sub- Servicer taken in the name of the Trustee; the failure of the 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
the
Servicer (other than if the Trustee shall assume the duties of the 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 the successor Servicer).
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, the Servicer,
the Depositor or their Affiliates.
SECTION
8.05
|
Trustee
Compensation, Custodial Fee and
Expenses.
|
(a) On
each
Distribution Date, prior to making any distributions to Certificateholders,
the
Trustee shall withdraw from the Distribution Account and pay to itself the
Trustee Compensation payable on such Distribution Date consisting of all income
earned on amounts on deposit in the Distribution Account. The Trustee shall
be
provided a copy of the separate fee schedule between the Depositor and the
Custodian. The Trustee shall withdraw from the Distribution Account
on each Distribution Date and pay to the Custodian, the Custodial Fee prior
to
making any distributions to Certificateholders.
(b) The
Trustee, or any director, officer, employee or agent of the Trustee, shall
be
indemnified by the Trust Fund and held harmless against any loss, liability
or
expense (not including expenses and disbursements incurred or made by the
Trustee, including the compensation and the expenses and disbursements of its
agents and counsel, in the ordinary course of the Trustee’s performance in
accordance with the provisions of this Agreement) 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 breach of the Servicer’s obligations and duties
under this Agreement for which the Trustee is indemnified under Section 8.05(b)
or (ii) 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 obligations
and duties hereunder or as a result of a breach of the Trustee’s obligations
under Article X hereof. 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, or pursuant to any other right
of
reimbursement from the Trust Fund that the Trustee, or 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. The foregoing indemnity shall survive the resignation or
removal of the Trustee.
(c) The
Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian or
any
director, officer, employee or agent of the Trustee, the NIMS Insurer or
Custodian from, and hold it harmless against, any loss, liability or expense
resulting from a breach of the 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 Servicer for
actions prior to such resignation or removal. Any payment hereunder made by
the
Servicer to the Trustee shall be from the Servicer’s own funds, without
reimbursement from the Trust Fund therefor.
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 the
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 and the NIMS Insurer 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.
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 NIMS Insurer, the Depositor, the
Servicer, the Swap Provider and each Rating Agency. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor Trustee
acceptable to the NIMS Insurer 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
having 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 the NIMS Insurer 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,
the
Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the
Servicer or the NIMS Insurer removes the Trustee under the authority of the
immediately preceding sentence, the Depositor, with the consent of the NIMS
Insurer, 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 (or the NIMS Insurer upon the failure of the Trustee
to perform its obligations hereunder) may at any time remove the Trustee by
written instrument or instruments delivered to the Servicer, the Depositor,
the
Swap Provider and the Trustee; the Depositor shall thereupon use its best
efforts to appoint a successor trustee acceptable to the NIMS Insurer 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.
SECTION
8.08
|
Successor
Trustee.
|
Any
successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer, the
Swap Provider 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 Servicer 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.
Any
Person appointed as successor trustee pursuant to this Agreement shall also
be
required to serve as successor supplemental interest trust trustee under the
Interest Rate Swap Agreement and as successor cap trustee under the Interest
Rate Cap Agreement.
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.
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 and the
NIMS
Insurer 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 Servicer and the Trustee may consider necessary or
desirable. Any such co-trustee or separate trustee shall be subject to the
written approval of the Servicer and the NIMS Insurer. If the Servicer and
the
NIMS Insurer 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
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 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
Servicer and the Trustee, acting jointly and with the consent of the NIMS
Insurer, 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, the Servicer and the NIMS Insurer.
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.
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 and vested in it by this 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.
SECTION
8.12
|
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 Originator, the Depositor, the Servicer, the NIMS
Insurer and each Certificateholder upon reasonable prior 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 Servicer, the NIMS Insurer and any requesting Certificateholder with its
most recent financial statements. The Trustee shall cooperate fully with the
Originator, the Servicer, the NIMS Insurer, the Depositor and such
Certificateholder and shall make available to the Originator, the Servicer,
the
Depositor, the NIMS Insurer 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 Originator, the Depositor, the Servicer 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.
SECTION
8.13
|
Suits
for Enforcement.
|
In
case a
Servicer Event of Termination or other default by the Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, shall, at the direction
of
the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect
and enforce its rights and the rights of the Certificateholders or the NIMS
Insurer 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, the NIMS Insurer and the Certificateholders.
SECTION
8.14
|
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.
SECTION
8.15
|
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
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 expenses relating to any tax audit of any REMIC
(including, but not limited to, any professional fees or any administrative
or
judicial proceedings with respect to any Trust REMIC that involve the Internal
Revenue Service or state tax authorities), including the expense of obtaining
any tax related Opinion of Counsel. The Trustee shall be entitled to
reimbursement of expenses incurred pursuant to this Section 9.01(c) to the
extent provided in Section 8.05.
(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
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 related “Tax Matters Person”) with respect to REMIC 1, REMIC 2,
REMIC 3, REMIC 4 and REMIC 5 and shall act as Tax Matters Person for each such
REMIC. 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 6, REMIC 7 and REMIC 8 and shall act as Tax Matters Person
for
each such REMIC. 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 Servicer and the Holders of Certificates shall take any action
or
cause the 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. Neither the Trustee, the Servicer
nor 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, the NIMS
Insurer and the Servicer 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, the NIMS Insurer and the
Servicer, 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, the NIMS Insurer or the Servicer 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 the Servicer,
the
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 the Servicer shall enter into any arrangement by which any
REMIC
created hereunder will receive a fee or other compensation for
services.
(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 the Form 8811.
SECTION
9.02
|
Prohibited
Transactions and Activities.
|
Neither
the Depositor, the Servicer nor 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 and the NIMS Insurer have 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.
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 the Servicer of its duties and obligations set forth herein,
the
Servicer shall indemnify the NIMS Insurer, 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 Servicer shall
not
be liable for any such Losses attributable to the action or inaction of the
Trustee, 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 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 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 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 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 the 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
SECTION
10.01
|
Termination.
|
(a) The
respective obligations and responsibilities of the Servicer, 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 and
the
obligation of the Servicer to send certain notices as hereinafter set forth)
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 of the Mortgage Loans as described below and (iv) the
Distribution Date in September 2037. 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.
The
Servicer, or if the Servicer fails to exercise such option, the NIMS Insurer,
if
any (in such context, the “Terminator”), may, at its option, terminate this
Agreement on any date on which the aggregate Stated Principal Balance 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 Mortgage Loans as of 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 (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 the appraised value of the REO Properties and (ii) fair market
value
of the Mortgage Loans and REO Properties (as determined and as agreed upon
in
their good faith business judgment (determined as provided in the last sentence
of this paragraph) 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) by (x) the Terminator,
(y) the Holders of a majority in Percentage Interest in the Class C Certificates
and (z) if the Floating Rate Certificates will not receive all amounts owed
to
it as a result of the termination, the Trustee (provided that if this clause
(z)
applies to such determination, such determination shall, notwithstanding
anything to the contrary herein, be based solely upon an appraisal obtained
as
provided in the last sentence of this paragraph)), 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, any accrued and unpaid Net WAC Rate Carryover
Amounts and any Swap Termination Payment payable to the Swap Provider or any
previous Swap Provider (the “Termination Price”); provided, however, such option
may only be exercised if the Termination Price is sufficient to result in the
payment of all interest accrued on, as well as amounts necessary to retire
the
principal balance of, each class of notes issued pursuant to the Indenture
and
any amounts owed to the NIMS Insurer (as it notifies the Trustee and Servicer
in
writing). If the determination of the fair market value of the
Mortgage Loans and REO Properties shall be required to be made and agreed upon
by the Terminator, the Holders of a majority in Percentage Interest in the
Class
C Certificates and the Trustee as provided in (ii) above in their good faith
business judgment, such determination shall be based on an appraisal of the
value of the Mortgage Loans and REO Properties conducted by an independent
appraiser mutually agreed upon by the Terminator, the Holders of a majority
in
Percentage Interest in the Class C Certificates and the Trustee in their
reasonable discretion, and (A) such appraisal shall be obtained at no expense
to
the Trustee and (B) notwithstanding anything to the contrary above, the Trustee
may solely and conclusively rely on, and shall be protected in relying on,
such
appraisal in making such determination.
By
acceptance of a Residual Certificate, the Holders of the Residual Certificates
agree, in connection with any termination hereunder, to assign and transfer
any
amounts in excess of par, and to the extent received in respect of such
termination, to pay any such amounts to the Holders of the Class R
Certificates.
(b) In
connection with any termination pursuant to this Section 10.01:
(i) At
least
twenty (20) days prior to the latest date on which notice of such optional
termination is required to be mailed to the Certificateholders, the Terminator
shall notify in writing (which may be done in electronic format) the Swap
Provider and the Trustee of the final Distribution Date on which the Terminator
intends to terminate the Trust Fund;
(ii) No
later
than 4:00 pm (New York City time) four (4) Business Days prior to the final
Distribution Date specified in the notices required pursuant to Section 10.01,
the Swap Provider shall notify in writing (in accordance with the applicable
provisions of the Interest Rate Swap Agreement) (which may be done in electronic
format) and by phone, the Terminator and the Trustee of the amount of the
Estimated Swap Termination Payment; and
(iii) Three
(3)
Business Days prior to the final Distribution Date specified in the notices
required pursuant to Sections 10.01, (x) the Terminator shall, no later than 1:00 pm (New York
City time) on such day, deliver to the Trustee and the Trustee shall deposit
funds in the Distribution Account in an amount equal to the sum of the
Termination Price (which shall be based on the Estimated Swap Termination
Payment), and (y) if the Trustee shall have received an Officer’s Certificate
stating that all of the requirements for Optional Termination have been met,
including without limitation the deposit required pursuant to the immediately
preceding clause (x) as well as the requirements specified in Section 10.01,
then the Trustee shall, on the same Business Day, provide written notice (which
may be done in electronic format) to the Terminator and the Swap Provider (in
accordance with the applicable provision of the Interest Rate Swap Agreement)
confirming (a) its receipt of the Termination Price (which shall be based on
the
Estimated Swap Termination Payment), and (b) that all other requirements
specified in Section 10.01 have been met (the “Optional Termination
Notice”). Upon the delivery of the Optional Termination Notice by the
Trustee pursuant to the preceding sentence, (i) the optional termination shall
become irrevocable, (ii) the notice to Certificateholders of such optional
termination provided pursuant to Section 10.01 shall become unrescindable,
(iii)
the Swap Provider shall determine the Swap Termination Payment in accordance
with the Interest Rate Swap Agreement (which shall not exceed the Estimated
Swap
Termination Payment), and (iv) the Swap Provider shall provide to the Trustee
written notice of the amount of the Swap Termination Payment not later than
two
(2) Business Days prior to the final Distribution Date specified in the notices
required pursuant to Sections 10.01.
Upon
a
termination pursuant to this Section 10.01, the Trustee shall assign to the
Terminator each of the representations and warranties made by the Originator
and
the Seller pursuant to the Master Agreement and the Assignment Agreement,
without recourse, representation or warranty.
In
connection with any such purchase pursuant to this Section 10.01, the Terminator
shall deposit in the Distribution Account all amounts then on deposit in the
Collection Account, 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.
(c) 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.
(d) 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.
(e) 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 Servicing Account for the benefit of such
Certificateholders, and the Servicer (if the 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.
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
SECTION
11.01
|
Amendment.
|
This
Agreement may be amended from time to time by the Depositor, the Servicer and
the Trustee with the consent of the NIMS Insurer and without the consent of
the
Certificateholders (i) to cure any mistake, including without limitation
conforming this Agreement to the final version of the Prospectus Supplement
pursuant to which the affected Class of Certificates was initially offered
and
sold, (ii) to modify or supplement any provision herein which may be ambiguous
and/or inconsistent with any other provision herein or (iii) to make any other
provision with respect to any matter or question arising under this Agreement
which shall not be inconsistent with the provisions of this
Agreement. Any such amendment shall require (a) an Opinion of Counsel
delivered to the Trustee concluding that such amendment will not adversely
affect in any material respects the interests of any Certificateholder, (b)
written or electronic notice (or verbal confirmation from a Rating Agency as
evidenced by an Officer’s Certificate of the Depositor) to the Depositor, the
Servicer 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 or (c) solely as to
an
amendment pursuant to clause (i) above, an Officer’s Certificate of the
Depositor identifying the mistake, stating that the amendment is needed to
correct the mistake and describing the basis for such conclusion. No amendment
effected as provided above will be deemed to adversely affect in any material
respect the interests of any Certificateholder.
In
addition, this Agreement may be amended from time to time by the Depositor,
the
Servicer and the Trustee with the consent of the NIMS Insurer and 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 Swap Provider or 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 Swap Provider or 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 Servicer 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 and satisfactory to the NIMS Insurer, 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.
Notwithstanding
any of the other provisions of this Section 11.01, none of the parties to this
Agreement shall enter into any amendment to this Agreement that could reasonably
be expected to have a material adverse effect on the interests of the
Swap Provider hereunder (excluding, for the avoidance of doubt, any amendment
to
this Agreement that is entered into solely for the purpose of appointing a
successor servicer or trustee) without the prior written consent of the Swap
Provider, which consent shall not be unreasonably withheld, conditioned or
delayed.
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 Servicer, the NIMS
Insurer, the Swap Provider 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.
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 Servicer at the expense
of
the Trust, but only upon direction of the 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.
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.
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.
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 the Servicer, Option One Mortgage Corporation, 3 Xxx, Xxxxxx,
Xxxxxxxxxx 00000, or such other address or telecopy number as may hereafter
be
furnished to the Depositor, the NIMS Insurer and the Trustee in writing by
the
Servicer, (b) in the case of the Trustee, Xxxxx Fargo Bank, N.A., X.X. Xxx
00,
Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager—Soundview 2007-OPT4, with a
copy to Xxxxx Fargo Bank, N.A., 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx
00000-0000, Attention: Soundview Home Loan Trust Series 2007-OPT4, or such
other
address or telecopy number as may hereafter be furnished to the Depositor,
the
NIMS Insurer and the Servicer in writing by the Trustee, (c) in the case of
the
Depositor, Financial Asset Securities Corp., 000 Xxxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxx 00000, Attention: Legal, or such other address as may be furnished
to the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor,
(d) in the case of the NIMS Insurer, such address furnished to the Depositor,
the Servicer and the Trustee in writing by the NIMS Insurer, or such other
address or telecopy number as may hereafter be furnished to the Depositor,
the
Servicer and the Trustee in writing by the NIMS Insurer, (e) in the case of
the
Credit Risk Manager, 0000 Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000,
Attention: General Counsel, or such other address or telecopy number
as may hereafter be furnished to the Depositor, the Servicer, and the Trustee
or
(f) in the case of the Basis Risk Cap Provider, the Interest Rate Cap Provider
and the Swap Provider, The Royal Bank of Scotland plc, 000 Xxxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxxxxxx 00000, Attention: Legal or such other address or telecopy
number as may hereafter be furnished to the Depositor, the Servicer and the
Trustee in writing by the Swap Provider. 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.
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.
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.
SECTION
11.08
|
Notice
to the Rating Agencies and the NIMS
Insurer.
|
(a) Each
of
the Trustee and the Servicer shall be obligated to use its best reasonable
efforts promptly to provide notice to the Rating Agencies, the Swap Provider
and
the NIMS Insurer with respect to each of the following of which a Responsible
Officer of the Trustee or Servicer, as the case may be, has actual
knowledge:
(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;
(iii) the
resignation or termination of the Servicer or the Trustee;
(iv) the
final
payment to Holders of the Certificates of any Class;
(v) any
change in the location of any 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 to each Rating Agency copies
of each Statement to Certificateholders described in Section 4.03 hereof and
the
Servicer shall promptly make available to each Rating Agency copies of the
following:
(i) each
Annual Statement of Compliance described in Section 3.20 hereof;
(ii) each
Attestation 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 the 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 and (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.
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.
SECTION
11.10
|
Third
Party Rights.
|
The
NIMS
Insurer shall be deemed a third-party beneficiary of this Agreement to the
same
extent as if it were a party hereto, and shall have the right to enforce the
provisions of this Agreement.
The
Swap
Provider shall be an express third-party beneficiary of this Agreement to the
extent of its express rights to receive any payments under this Agreement or
any
other express rights of the Swap
Provider explicitly stated in this Agreement, and shall have
the right to enforce such rights under this Agreement as if it were a party
hereto.
SECTION
11.11
|
Benefits
of Agreement.
|
Nothing
in this Agreement or in the Certificates, expressed or implied, shall give
to
any Person, other than the Certificateholders, the NIMS Insurer and the parties
hereto and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Agreement.
SECTION
11.12
|
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 agent duly
appointed in writing, and such action shall become effective when such
instrument or instruments are delivered to the Trustee and the Servicer. 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.
SECTION
11.13
|
Intention
of the Parties and Interpretation.
|
Each
of
the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
and
4.07 of this Agreement is to facilitate compliance by the Depositor with the
provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R.
§§ 229.1100-229.1123), as such may be amended from time to time and subject to
clarification and interpretive advice as may be issued by the staff of the
SEC
from time to time. Therefore, each of the parties agrees that (a) the
obligations of the parties hereunder shall be interpreted in such a manner
as to
accomplish that purpose, (b) the parties’ obligations hereunder will be
supplemented and modified as necessary to be consistent with any such
amendments, interpretive advice or guidance, convention or consensus among
active participants in the asset-backed securities markets, advice of counsel,
or otherwise in respect of the requirements of Regulation AB, (c) the parties
shall comply with requests made by the Depositor for delivery of additional
or
different information as the Depositor may determine in good faith is necessary
to comply with the provisions of Regulation AB, and (d) no amendment of this
Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
provisions of Regulation AB.
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/ Xxxxxxx Xxx |
Name:
|
Xxxxxxx Xxx |
Title:
|
Vice President |
OPTION
ONE MORTGAGE CORPORATION,
|
|
as
Servicer
|
|
By:
|
/s/ Xxxxxxx X. X’Xxxx |
Name:
|
Xxxxxxx X. X’Xxxx |
Title:
|
Senior Vice President |
XXXXX
FARGO BANK, N.A.,
|
|
as
Trustee
|
|
By:
|
/s/ Xxxxxx X. Xxxxxxx |
Name:
|
Xxxxxx X. Xxxxxxx |
Title:
|
Vice President |
For
purposes of Sections 6.08, 6.09 and
6.10:
XXXXXXX
FIXED INCOME SERVICES
INC.
By:
|
/s/ Xxxxx X. Xxxxxxx |
Name:
|
Xxxxx X. Xxxxxxx |
Title:
|
President and General Counsel |
STATE
OF CONNECTICUT
|
)
|
)
ss.:
|
|
COUNTY
OF
|
)
|
On
the
____ day of October, 2007 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 CALIFORNIA
|
)
|
)
ss.:
|
|
COUNTY
OF ORANGE
|
)
|
On
the____ day of October, 2007 before me, a notary public in and for said State,
personally appeared ________________________known to me to be a
___________________ of Option One Mortgage 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
|
)
|
)
ss.:
|
|
COUNTY
OF
|
)
|
On
the
___ day of October, 2007 before me, a notary public in and for said State,
personally appeared_______________________, known to me to be
a(n)________________________ and ________________________, known to
me to be a(n) ________________________of Xxxxx Fargo Bank, N.A., one of the
entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of said entity, and acknowledged to me that
such entity 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 I-A-1 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
TRANSFEREE OF THIS CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(d) OF THE AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$233,489,000.00
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$233,489,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AA0
|
Class
|
:
|
I-A-1
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
I-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 lien and second lien adjustable rate and fixed
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 I-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 I-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, 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 I-A-1 Certificate (obtained by dividing the Denomination
of this Class I-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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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 I-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 I-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 I-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 I-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class I-A-1 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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.
Prior
to
the termination of the Supplemental Interest Trust or the Cap Trust, any
transferee of this Certificate who is 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 deemed
to
have made the representation made except in accordance with Section 5.02(d)
of
the Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
as
its agent.
|
EXHIBIT
A-2
FORM
OF
CLASS II-A-1 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
TRANSFEREE OF THIS CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(d) OF THE
AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$40,860,000.00
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$40,860,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AB8
|
Class
|
:
|
II-A-1
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
II-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 lien and second lien adjustable rate and fixed
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 II-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 II-A-1 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, 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 II-A-1 Certificate (obtained by dividing the
Denomination of this Class II-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 October 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
Xxxxx Fargo 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 II-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 II-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 II-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 II-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class II-A-1 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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.
Prior
to
the termination of the Supplemental Interest Trust or the Cap Trust, any
transferee of this Certificate who is 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 deemed
to
have made the representation made except in accordance with Section 5.02(d)
of
the Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-3
FORM
OF
CLASS II-A-2 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
TRANSFEREE OF THIS CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(d) OF THE
AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$67,162,000.00
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$67,162,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AQ5
|
Class
|
:
|
II-A-2
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
II-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 lien and second lien adjustable rate and fixed
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 II-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 II-A-2 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, 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 II-A-2 Certificate (obtained by dividing the
Denomination of this Class II-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 October 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
Xxxxx Fargo 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 II-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 II-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 II-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 II-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class II-A-2 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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.
Prior
to
the termination of the Supplemental Interest Trust or the Cap Trust, any
transferee of this Certificate who is 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 deemed
to
have made the representation made except in accordance with Section 5.02(d)
of
the Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-4
FORM
OF
CLASS II-A-3 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
TRANSFEREE OF THIS CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE
REPRESENTATIONS SET FORTH IN SECTION 5.02(d) OF THE
AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance
of
this Certificate (“Denomination”)
|
:
|
$12,237,000.00
|
Original
Class Certificate
Principal
Balance of this Class
|
:
|
$12,237,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AR3
|
Class
|
:
|
II-A-3
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
II-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 lien and second lien adjustable rate and fixed
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 II-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 II-A-3 Certificate does
not
evidence an obligation of, or an interest in, and is not guaranteed by the
Depositor, the Servicer, 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 II-A-3 Certificate (obtained by dividing the
Denomination of this Class II-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 October 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
Xxxxx Fargo 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 II-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 II-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 II-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 II-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class II-A-3 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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.
Prior
to
the termination of the Supplemental Interest Trust or the Cap Trust, any
transferee of this Certificate who is 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 deemed
to
have made the representation made except in accordance with Section 5.02(d)
of
the Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date the Servicer or the NIMs Insurer,
if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-5
FORM
OF
CLASS X-1 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE REPRESENTATIONS SET
FORTH IN SECTION 5.02(d) OF THE AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Notional Amount
of
this Certificate (“Denomination”)
|
:
|
$233,489,000.00
|
Original
Notional Amount of this Class
|
:
|
$233,489,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AS1
|
Class
|
:
|
X-1
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
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 lien and second lien adjustable rate and fixed
rate
mortgage loans (the “Mortgage Loans”)
|
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class X-1 Certificate (obtained by dividing the Denomination
of this Class X-1 Certificate by the Original Notional Amount) 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
October 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
Corporation, as servicer (the “Servicer”), and Xxxxx Fargo 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 X-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 X-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 X-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 X-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class X-1 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 registerable 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.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate who is 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 deemed to have made
the
representation made except in accordance with Section 5.02(d) of the
Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-6
FORM
OF
CLASS X-2 CERTIFICATE
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”).
PRIOR
TO
THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY TRANSFEREE OF THIS
CERTIFICATE WHO IS 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 DEEMED TO HAVE MADE THE REPRESENTATIONS SET
FORTH IN SECTION 5.02(d) OF THE AGREEMENT.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Notional Amount
of
this Certificate (“Denomination”)
|
:
|
$120,259,000.00
|
Original
Notional Amount of this Class
|
:
|
$120,259,000.00
|
Percentage
Interest
|
:
|
100%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AT9
|
Class
|
:
|
X-2
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
X-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 lien and second lien adjustable rate and fixed
rate
mortgage loans (the “Mortgage Loans”)
|
FINANCIAL
ASSET SECURITIES CORP., AS DEPOSITOR
This
certifies that Cede & Co. is the registered owner of the Percentage Interest
evidenced by this Class X-2 Certificate (obtained by dividing the Denomination
of this Class X-2 Certificate by the Original Notional Amount) 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
October 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
Corporation, as servicer (the “Servicer”), and Xxxxx Fargo 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 X-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 X-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 X-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 X-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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class X-2 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 registerable 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.
Prior
to
the termination of the Supplemental Interest Trust, any transferee of this
Certificate who is 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 deemed to have made
the
representation made except in accordance with Section 5.02(d) of the
Agreement.
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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-7
FORM
OF
CLASS M-1 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES AND THE CLASS X-2 CERTIFICATES TO THE EXTENT DESCRIBED
IN
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$15,843,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$15,843,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AC6
|
Class
|
:
|
M-1
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-1 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-8
FORM
OF
CLASS M-2 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES AND THE CLASS M-1
CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$13,863,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$13,863,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AD4
|
Class
|
:
|
M-2
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-2 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-9
FORM
OF
CLASS M-3 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$22,527,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$22,527,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AE2
|
Class
|
:
|
M-3
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-3 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date the Servicer or the NIMs Insurer,
if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-10
FORM
OF
CLASS M-4 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$10,645,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$10,645,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AF9
|
Class
|
:
|
M-4
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-4 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-11
FORM
OF
CLASS M-5 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$10,397,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$10,397,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AG7
|
Class
|
:
|
M-5
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-5 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-12
FORM
OF
CLASS M-6 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$9,159,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$9,159,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AH5
|
Class
|
:
|
M-6
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-6 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-13
FORM
OF
CLASS M-7 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$6,436,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$6,436,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
00000X
XX0
|
Class
|
:
|
M-7
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-7 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-14
FORM
OF
CLASS M-8 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$7,427,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$7,427,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AK8
|
Class
|
:
|
M-8
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-8 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-15
FORM
OF
CLASS M-9 CERTIFICATE
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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 CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED IN
THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
EACH
HOLDER OF A CERTIFICATE OF BENEFICIAL OWNERSHIP THEREIN SHALL BE DEEMED TO
HAVE
MADE THE REPRESENTATIONS SET FORTH IN SECTION 5.02(D) OF THE
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”).
THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE
144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of this Certificate
(“Denomination”)
|
:
|
$5,199,000.00
|
Original
Class Certificate Principal Balance of this Class
|
:
|
$5,199,000.00
|
Percentage
Interest
|
:
|
100.00%
|
Pass-Through
Rate
|
:
|
Variable
|
CUSIP
|
:
|
83613A
AL6
|
Class
|
:
|
M-9
|
Assumed
Maturity Date
|
:
|
September
2037
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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 Servicer, 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 October 1, 2007 (the “Agreement”) among the Depositor,
Option One Mortgage Corporation, as servicer (the “Servicer”), and Xxxxx Fargo
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.
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. 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.
Each
holder of a Certificate or beneficial ownership therein shall be deemed to
have
made the representations set forth in Section 5.02(d) of the
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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class M-9 Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-16
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 I-A-1 CERTIFICATES, THE CLASS II-A-1
CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
THE
CLASS X-1 CERTIFICATES, THE CLASS X-2 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, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES AND
THE
CLASS M-10 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
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Initial
Certificate Principal Balance of
this Certificate (“Denomination”)
|
:
|
$39,855,945.69
|
Original
Class Certificate Principal
Balance of this Class
|
:
|
$39,855,945.69
|
Percentage
Interest
|
:
|
100.00%
|
Class
|
:
|
C
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed 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
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Xxxxx Fargo Bank, N.A., as Indenture Trustee under the Indenture,
dated as of October 11, 2007, relating to Soundview CI-28 NIM Notes, Series
2007-OPT4 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 October 1,
2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”), and Xxxxx Fargo 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 Servicer 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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class C Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-17
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 OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
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 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 lien and second lien adjustable rate and fixed
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
Servicer, or the Trustee referred to below or any of their respective
affiliates.
This
certifies that Xxxxx Fargo Bank, N.A., as Indenture Trustee under the Indenture,
dated as of October 11, 2007, relating to Soundview CI-28 NIM Notes, Series
2007-OPT4 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 October 1,
2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
servicer (the “Servicer”), and Xxxxx Fargo 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 Servicer 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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class P Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-18
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 OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Percentage
Interest
|
:
|
100.00%
|
Class
|
:
|
R
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
CLASS
R
evidencing
the Percentage Interest in the distributions allocable to the
Certificates of the above-referenced Class with respect to the Trust
consisting primarily of a pool of first lien and second lien adjustable
rate and fixed 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 Servicer 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 October 1, 2007 (the
“Agreement”) among the Depositor, Option One Mortgage Corporation, as servicer
(the “Servicer”), and Xxxxx Fargo 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 Servicer 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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class R Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4 Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
A-19
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 OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
HEREIN.
Certificate
No.
|
:
|
1
|
Cut-off
Date
|
:
|
October
1, 2007
|
First
Distribution Date
|
:
|
November
26, 2007
|
Percentage
Interest
|
:
|
100.00%
|
Class
|
:
|
R-X
|
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
Series
2007-OPT4
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 primarily of a pool of first lien and second lien adjustable
rate and fixed 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 Servicer or the Trustee referred to below
or
any of their respective affiliates.
This
certifies that MKM I Corp. 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 October 1, 2007 (the “Agreement”) among the
Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
Xxxxx Fargo 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 Servicer 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:
October __, 2007
SOUNDVIEW
HOME LOAN TRUST 2007-OPT4
|
|
XXXXX
FARGO BANK, N.A., not in its individual capacity,
but
solely as Trustee
|
|
By:
|
This
is one of the Certificates referenced
|
|
in
the within-mentioned Agreement
|
|
By:
|
|
Authorized
Signatory of
|
|
Xxxxx
Fargo Bank, N.A.,
|
|
as
Trustee
|
[Reverse
of Class R-X Certificate]
Soundview
Home Loan Trust 2007-OPT4
Asset-Backed
Certificates,
SERIES
2007-OPT4
This
Certificate is one of a duly authorized issue of Certificates designated as
Soundview Home Loan Trust 2007-OPT4, Asset-Backed Certificates, Series 2007-OPT4
(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 Servicer 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 Servicer and the Trustee and any agent of the Depositor, the
Servicer 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 Servicer 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 Principal Balance of
the
Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
Insurer, if any, 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 Servicer of the Mortgage Loans as described in the Agreement and (iv)
the
Distribution Date in September 2037.
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
________________________________________________________________________________________________,
|
the
assignee named above, or
_______________________________________________________________________________________________________,
|
its
agent.
|
EXHIBIT
B
[RESERVED]
EXHIBIT
C
FORM
OF
ASSIGNMENT AGREEMENT
ASSIGNMENT
AND RECOGNITION AGREEMENT
THIS
ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 11, 2007,
(“Agreement”) among Greenwich Capital Financial Products, Inc.
(“Assignor”), Financial Asset Securities Corp. (“Assignee”) and
Option One Mortgage Corporation (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”), (b) except as described below, that
certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing
Agreement dated as of March 1, 2005, as amended and restated on April 1, 2007
(the “Purchase Agreement”), among the Assignor, as purchaser (the
“Purchaser”), the Company, as seller and certain Affiliates of the
Company and the related Assignment and Conveyance Agreement (attached hereto
as
Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage
Loans and (c) that certain Guaranty Agreement, dated as of September 13, 2007
(the “Guaranty”), between H&R Block, Inc. as guarantor and the
Assignor as buyer 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
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.
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), the Guaranty and
this Agreement to Soundview Home Loan Trust 2007-OPT4 (the “Trust”)
created pursuant to a Pooling and Servicing Agreement, dated as of October
1,
2007 (the “Pooling Agreement”), among the Assignee, Xxxxx Fargo Bank,
N.A., as trustee (including its successors in interest and any successor
trustees under the Pooling Agreement, the “Trustee”), Option One Mortgage
Corporation, as servicer (including its successors in interest and any successor
servicer under the Pooling Agreement, the “Servicer”). 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 the Servicer 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, shall be entitled to enforce
all
of the obligations of the Company thereunder insofar as they relate to the
Mortgage Loans and under the Guaranty, including enforcement of the obligations
of the guarantor, 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 the Servicer 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
or
the Guaranty 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 7.04 of the
Purchase Agreement, 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 7.04(i) shall, for
purposes of this Agreement, relate to the Mortgage Loan Schedule attached
hereto.
In
addition, the Company hereby agrees that within 5 Business Days after request
by
the Assignee therefor, it shall provide copies of the Mortgage File and the
Servicing File to the extent the Company has possession thereof, to the Assignee
or shall permit examination thereof at the Company’s offices or such other
location as shall otherwise be agreed upon by the Assignee. The
Assignee shall pay any costs and expenses of the Company (or its agent) incurred
in connection with the provision or examination of any such Mortgage File and
Servicing File requested pursuant to this Section.
Remedies
for Breach of Representations and Warranties
5. The
Assignor hereby makes the following representations, warranties and covenants
as
of the date hereof:
(a) Each
Mortgage Loan must have complied in all material respects in its origination
and
servicing with applicable local, state, and federal laws, including, but not
limited to, all applicable predatory, abusive and fair 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 the then current Standard & Poor’s LEVELS Glossary
version 6.0, Appendix E);
(d) No
Group I Mortgage Loan is secured by manufactured housing;
(e) No
first lien Group I Mortgage Loan has an original principal balance that exceeds
the applicable Xxxxxxx Mac loan limit;
(f) (i)
No second lien Group I Mortgage Loan has an original principal balance that
exceeds one-half of the one-unit limitation for first lien mortgage loans,
i.e.,
$208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard
to the number of units and (ii) the original principal balance of the first
lien
mortgage loan plus the original principal balance of any second lien Group
I
Mortgage Loan relating to the same mortgaged property does not exceed the
applicable Xxxxxxx Mac loan limit for first lien mortgage loans for that
property type;
(g) No
Group I Mortgage Loan is located anywhere except the continental United States,
Alaska, Hawaii, Puerto Rico, the Virgin Islands or Guam;
(h) As
of the Cut-off Date, no Group I Mortgage Loan seasoned more than one year;
and
(i) No
Mortgage Loan on or after October 1, 2002 through March 6, 2003 is governed
by
the Georgia Fair Lending Act.
6. The
Company hereby acknowledges and agrees that the remedies available to the
Assignor, the Assignee and the Trust (including the Trustee and the Servicer
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 7.05 of the Purchase Agreement
as if they were set forth herein (including without limitation the repurchase
and indemnity obligations set forth therein). Notwithstanding
anything to the contrary contained herein, it is understood by the parties
hereto that a breach of the representations and warranties made in Subsections
7.04 (viii), (xl), (xlvi), (xlix), (lvi), (lviii), (lxii), (lxi), (lxiii),
(lxiv), (lix), (lxxi), (lxxvii), (lxxxii) and (lxxxvi) of the Purchase Agreement
will be deemed to materially and adversely affect the value of the related
Mortgage Loan or the interest of the Assignor therein.
The
Assignor hereby acknowledges and agrees that the remedies available to the
Assignee and the Trust (including the Trustee and the Servicer acting on the
Trust’s behalf) in connection with any breach of the representations and
warranties made by the Assignor set forth in Section 5 hereof shall be as set
forth in Section 2.03 of the Pooling and Servicing Agreement as if they were
set
forth herein (including without limitation the repurchase and indemnity
obligations set forth therein). In addition, the Assignor hereby
acknowledges and agrees that a breach of any of the representations and
warranties set forth in Section 5(d), (e), (f), (g) and (h) will be deemed
to
materially and adversely affect the value of the related Mortgage Loan or the
interest of the Assignee therein.
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 the Servicer 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. | |||
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By:
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Name: | |||
Its: | |||
FINANCIAL ASSET SECURITIES CORP. | |||
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By:
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||
Name: | |||
Its: | |||
OPTION ONE MORTGAGE CORPORATION | |||
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By:
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Name: | |||
Its: | |||
EXHIBIT
A
MORTGAGE
LOAN SCHEDULE
SEE
EXHIBIT D TO POOLING AND SERVICING AGREEMENT
EXHIBIT
B
ASSIGNMENT
AND CONVEYANCE AGREEMENT
SCHEDULE
I
Capitalized
terms used in this Schedule I but not defined in this Agreement shall have
the
meanings given to such terms in the Purchase Agreement.
The
Company 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
Company is duly organized, validly existing and in good standing under the
laws
of the state of California 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 Company 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
Company has the full power and authority to hold the related Mortgage Loan,
to
sell the related Mortgage Loan, and to execute, deliver and perform, and to
enter into and consummate, all transactions contemplated by this Agreement.
The
Company 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 Company, 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 Company and the performance
of
and compliance with the terms of this Agreement will not violate the Company's
articles of incorporation or by-laws or constitute a default under or result
in
a breach or acceleration of, any material contract, agreement or other
instrument to which the Company is a party or which may be applicable to the
Company or its assets;
(iv) The
Company is not in violation of, and the execution and delivery of this Agreement
by the Company 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 Company or its assets, which
violation might have consequences that would materially and adversely affect
the
condition (financial or otherwise) or the operation of the Company or its assets
or might have consequences that would materially and adversely affect the
performance of its obligations and duties hereunder;
(v) The
Company is an approved seller/servicer for FNMA and FHLMC in good standing
and
is a HUD approved mortgagee pursuant to Section 203 of the National Housing
Act. No event has occurred, including but not limited to a change in insurance
coverage, which would make the Company unable to comply with FNMA, FHLMC or
HUD
eligibility requirements or which would require notification to FNMA, FHLMC
or
HUD;
(vi) The
Company 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 Company 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) Immediately
prior to the payment of the Purchase Price for each Mortgage Loan, the Company
was the owner of record of the related Mortgage and the indebtedness evidenced
by the related Mortgage Note and upon the payment of the Purchase Price by
the
Purchaser, in the event that the Company retains record title, the Company
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 Company before
any
court, administrative agency 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 Company 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 Company
of,
or compliance by the Company 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 related Closing Date;
(xi) The
consummation of the transactions contemplated by this Agreement are in the
ordinary course of business of the Company, and the transfer, assignment and
conveyance of the Mortgage Notes and the Mortgages by the Company pursuant
to
this Agreement are not subject to the bulk transfer or any similar statutory
provisions;
(xii) The
information delivered by the Company to the Purchaser with respect to the
Company's loan loss, foreclosure and delinquency experience for the twelve
(12)
months immediately preceding the Initial Closing Date on mortgage loans
underwritten to the same standards as the Mortgage Loans and covering mortgaged
properties similar to the Mortgaged Properties, is true and correct in all
material respects;
(xiii) Neither
this Agreement nor any written statement, report or other document prepared
and
furnished or to be prepared and furnished by the Company 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;
(xiv) The
transfer of the Mortgage Loans shall be treated as a sale on the books and
records of Company, and Company has determined that, and will treat, the
disposition of the Mortgage Loans pursuant to this Agreement for tax and
accounting purposes as a sale. Company shall maintain complete records for
each
Mortgage Loan which shall be clearly marked to reflect the ownership of each
Mortgage Loan by Purchaser;
(xv) The
consideration received by the Company upon the sale of the Mortgage loans
constitutes fair consideration and reasonably equivalent value for such Mortgage
Loans;
(xvi) Company
is solvent and will not be rendered insolvent by the consummation of the
transactions contemplated hereby. The Company is not transferring any
Mortgage loan with any intent to hinder, delay or defraud any of its
creditors;
(xvii) The
Company is a member of MERS in good standing, will comply in all material
respects with the rules and procedures of MERS in connection with the servicing
of the Mortgage Loans that are registered with MERS and is current in payment
of
all fees and assessments imposed by MERS;
(xviii) The
Company will comply in all material respects with the rules and procedures
of
MERS in connection with the servicing of the Mortgage Loans that are registered
with MERS; and
(xix) The
Company has not dealt with any broker, investment banker, agent or other person
that may be entitled to any commission or compensation in connection with the
sale of the Mortgage Loans.
The
Company 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) Reserved;
(iii) Except
with respect to payments not yet 30 days past due, all payments required to
be
made up to the close of business on the related Closing Date for such Mortgage
Loan under the terms of the Mortgage Note have been made; the Company 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 with respect to payments not yet 30 days past
due, 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) As
of the
origination date of the Mortgage Loan there were no delinquent taxes, ground
rents, water charges, sewer rents, assessments, insurance premiums, leasehold
payments, including assessments payable in future installments or other
outstanding charges affecting the related Mortgaged Property, and as of the
related Closing Date there are no delinquent taxes, insurance premiums, or
other
outstanding charges jeopardizing the lien position of the Mortgage Loan, and
to
the best knowledge of the Company, as of the Closing Date, there are no ground
rents, water charges, sewer rents, assessments, leasehold payments, including
assessments payable in future installments or other outstanding charges
affecting 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 and
there is no basis for the Mortgage Loan to be modified or reformed without
the
consent of the Mortgagor under applicable law. Each Prepayment Charge
or penalty with respect to any Mortgage Loan is permissible, enforceable and
collectible under applicable federal, state and local law;
(vii) All
buildings upon the Mortgaged Property are insured by a Qualified 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, and
consistent with the amount that would have been required as of the date of
origination in accordance with the Underwriting Guidelines 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. All such
insurance policies contain a standard mortgagee clause naming the Company,
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 and
applicable to any prepayment penalty associated with the Mortgage Loans at
origination 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 (including any Negative Amortization which may arise thereunder) 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 Company
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 Company 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 Company 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) on the property
described therein and the Company has full right to sell and assign the same
to
the Purchaser. The Mortgaged Property was not, as of the date of
origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
to
secure debt or other security instrument creating a lien subordinate to the
lien
of the Mortgage;
(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 who executed the
related Mortgage either in an individual capacity or, provided that the related
Mortgage is guaranteed by a natural person, as trustee for a family
trust. Each Mortgagor is either a U.S. citizen or a permanent
resident alien who has the right to live and work permanently in the United
States;
(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) As
of the related Closing Date and
immediately prior to the sale of the Mortgage Loan hereunder, the applicable
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;
(xv) 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;
(xvi) The
Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
title insurance policy (which, in the case of an Adjustable Rate Mortgage Loan
has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
or
with respect to any Mortgage Loan for which the related Mortgaged Property
is
located in California a CLTA lender’s title insurance policy, or other generally
acceptable form of policy or insurance acceptable to FNMA and FHLMC, 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 Company, 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 (including,
if the Mortgage Loan provides for Negative Amortization, the maximum amount
of
Negative Amortization in accordance with the Mortgage) 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
and
Negative Amortization provisions of the Mortgage Note. Additionally,
such lender's title insurance policy affirmatively insures ingress and egress
to
and from the Mortgaged Property, and against encroachments by or upon the
Mortgaged Property or any interest therein. The Company 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
Company, has done, by act or omission, anything which would impair the coverage
of such lender's title insurance policy;
(xvii) As
of the related Closing Date,
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
Company has not waived any default, breach, violation or event of
acceleration. With respect to each second lien Mortgage Loan, as of
the related Closing Date (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, (iv) 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 (v) the related first lien does not
provide for or permit negative amortization under such first lien Mortgage
Loan,
and (vi) 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. For purposes of the foregoing, a delinquent
payment of less than thirty (30) days on a Mortgage Loan in and of itself does
not constitute a default, breach, violation or event of acceleration (or an
event which, with the passage of time or with notice and the expiration of
any
grace or cure period, has occurred that would constitute a default, breach,
violation or event of acceleration) with respect to such Mortgage
Loan;
(xviii) As
of the
related Closing Date, 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;
(xix) 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;
(xx) The
Mortgage Loan was originated or acquired by the Company (and if acquired by
the
Company, the Mortgage Loan was underwritten in all material respects with the
Company’s underwriting guidelines) 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;
(xxi) 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 which is not a Negative Amortization Loan, the Mortgage Note is payable
on
the first day of each month, or such other day of each month as may be specified
in the Mortgage Loan Schedule, in Monthly Payments, which, in the case of a
Fixed Rate Mortgage Loans, are sufficient to fully amortize the original
principal balance over the original term thereof (other than with respect to
a
Mortgage Loan identified on the related Mortgage Loan Schedule as an
interest-only Mortgage Loan during the interest-only period) 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 (other than with respect to a Mortgage Loan identified on the
related Mortgage Loan Schedule as an interest-only Mortgage Loan during the
interest-only period) and to pay interest at the related Mortgage Interest
Rate. With respect to each Negative Amortization Mortgage Loan, the
related Mortgage Note requires a Monthly Payment which is sufficient during
the
period following each Payment Adjustment Date, to fully amortize the outstanding
principal balance as of the first day of such period (including any Negative
Amortization) over the then remaining term of such Mortgage Note and to pay
interest at the related Mortgage Interest Rate; provided, that the Monthly
Payment shall not increase to an amount that exceeds 107.5% of the amount of
the
Monthly Payment that was due immediately prior to the Payment Adjustment Date;
provided, further, that the payment adjustment cap shall not be applicable
with
respect to the adjustment made to the Monthly Payment that occurs in a year
in
which the Mortgage Loan has been outstanding for a multiple of 5 years and
in
any such year the Monthly Payment shall be adjusted to fully amortize the
Mortgage Loan over the remaining term. With respect to each Mortgage
Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
Loan,
the interest-only period shall not exceed ten (10) years (or such other period
specified on the Mortgage Loan Schedule) and following the expiration of such
interest-only period, the remaining Monthly Payments shall be sufficient to
fully amortize the original principal balance over the remaining term of the
Mortgage Loan and to pay interest at the related Mortgage Interest
Rate. The Index for each Adjustable Rate Mortgage Loan is as defined
in the related Mortgage Loan Schedule. No Mortgage Loan is a
Convertible Mortgage Loan;
(xxii) The
origination, servicing and collection practices used by the Company with respect
to each Mortgage Note and Mortgage including, without limitation, the
establishment, maintenance and servicing of the Escrow Accounts and Escrow
Payments, if any, since origination 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 Company 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 Company
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 Company have been
capitalized under any Mortgage or the related Mortgage Note and no such escrow
deposits or Escrow Payments are being held by the Company for any work on a
Mortgaged Property which has not been completed;
(xxiii) As
of the related Closing Date,
the Mortgaged Property is free of material damage and waste and there is
no proceeding pending for the total or partial condemnation
thereof;
(xxiv) 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. Since the date of origination of the Mortgage Loan, the
Mortgaged Property has not been 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.
As of the related Closing Date, the Mortgagor has not notified the Company
and
the Company has no knowledge of any relief requested or allowed to the Mortgagor
under the Servicemembers’ Civil Relief Act;
(xxv) The
Mortgage Loan was underwritten in accordance with the underwriting standards
of
the Company in effect at the time the Mortgage Loan was
originated. The Mortgage Note and Mortgage are on forms generally
acceptable to FNMA and FHLMC;
(xxvi) 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;
(xxvii) 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 (or a form otherwise satisfactory to S&P and Xxxxx’x) and was made and
signed, prior to the approval of the Mortgage Loan application, by a qualified
appraiser, duly appointed by the originator of the Mortgage Loan, 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 and who met the minimum qualifications of
FNMA
and FHLMC. 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;
(xxviii) 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;
(xxix) 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 Company, 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;
(xxx) 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;
(xxxi) 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;
(xxxii) The
Company 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 private institutional
investors who routinely invest in mortgage loans similar to the Mortgage Loan
to
regard the Mortgage Loan to be an unacceptable investment, cause the Mortgage
Loan to become delinquent, or adversely affect the value of the Mortgage
Loan;
(xxxiii) No
Mortgage Loan shall have a loan-to-value ratio in excess of 103.00% as of the
origination of such Mortgage Loan based on the lesser of sales price or
appraisal. No Mortgage Loan shall have a combined loan-to-value ratio in excess
of 103.00% as of the origination of such Mortgage Loan based on the lesser
of
sales price or appraisal;
(xxxiv) 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;
(xxxv) No
error,
omission, misrepresentation, negligence, fraud or similar occurrence with
respect to a Mortgage Loan has taken place on the part of the Company, the
related Seller, or to the best of the Company’s knowledge, on the part of any
other 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;
(xxxvi) The
Assignment of Mortgage is in recordable form and (other than with respect to
the
blank assignee) is acceptable for recording under the laws of the
jurisdiction in which the Mortgaged Property is located;
(xxxvii) Any
principal advances made to the Mortgagor prior to the related 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 or
by
other title evidence acceptable to FNMA and FHLMC. The consolidated principal
amount does not exceed the original principal amount of the Mortgage Loan plus
any Negative Amortization;
(xxxviii) No
Mortgage Loan has a balloon payment feature;
(xxxix) 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;
(xl) With
respect to each Mortgage Loan, the Company has fully and accurately furnished
complete information (i.e., favorable and unfavorable) on the related borrower
credit files to Equifax, Experian and Trans Union Credit Information Company
on
a monthly basis and in accordance with the Fair Credit Reporting Act and its
implementing regulations, and, for each Mortgage Loan, the Company 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, and Trans Union Credit Information Company, on a
monthly basis;
(xli) The
source of the down payment with respect to each Mortgage Loan has been fully
verified by the Company, if applicable, in accordance with the Company’s
underwriting guidelines;
(xlii) Interest
on each Mortgage Loan is calculated on the basis of a 360-day year consisting
of
twelve 30-day months;
(xliii) The
Company 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 Company fails to purchase such Tax Service
Contract, the Company 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;
(xliv) 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 Company agrees to purchase such Flood Zone
Service Contract;
(xlv) As
of the
related Closing Date. the Mortgaged Property is in material compliance with
all
applicable environmental laws pertaining to environmental hazards including,
without limitation, asbestos, and neither the Company nor, to the Company’s
knowledge, the related Mortgagor, has received any notice of any violation
or
potential violation of such law;
(xlvi) No
Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an “annual
percentage rate” or “total points and fees” (as each such term is defined under
HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b) a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
loan, or “predatory” mortgage loan or any other comparable term, no
matter how defined under any federal, state or local law, (c) subject to any
comparable federal, state or local statutes or regulations, or any other statute
or regulation providing for heightened regulatory scrutiny or assignee liability
to holders of such mortgage loans, 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);
(xlvii) 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. Each Mortgage Loan (other than with respect to
the points
and fees threshold in connection with Mortgage Loans that are not Points and
Fees Eligible Loans and escrow payment requirements) is in compliance
with the anti-predatory lending eligibility for purchase requirements of the
FNMA Guides;
(xlviii) Unless
otherwise provided in the related Mortgage Loan Schedule, the debt-to-income
ratio of the related Mortgagor was not greater than 65% at the origination
of
the related Mortgage Loan;
(xlix) No
Mortgagor was required to purchase any credit insurance product (e.g., life,
mortgage, disability, accident, unemployment or health insurance product) or
debt cancellation agreement as a condition of obtaining the extension of
credit. No Mortgagor obtained a prepaid single premium credit
insurance policy (e.g., life, mortgage, disability, accident, unemployment
or
health insurance product) or debt cancellation agreement in connection with
the
origination of the Mortgage Loan. No proceeds from any Mortgage Loan
were used to purchase single premium credit insurance policies or debt
cancellation agreements as part of the origination of, or as a condition to
closing, such Mortgage Loan;
(l) The
Mortgage Loans were not selected from the outstanding fixed rate or
adjustable-rate one to four-family mortgage loans in the Company’s portfolio at
the related Cut-off 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;
(li) 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;
(lii) 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 Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
Maine, Oklahoma, South Carolina, Utah, West Virginia 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;
(liii) 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 in effect
at
the time of origination;
(liv) The
Mortgage Loan was not prepaid in full prior to the related Closing Date and
the
Company has not received notification from a Mortgagor that a prepayment in
full
shall be made after the Closing Date;
(lv) No
Mortgage Loan is secured by cooperative housing, commercial property or mixed
use property;
(lvi) Any
Mortgaged Property that is considered manufactured housing shall be legally
classified as real property, is permanently affixed to a foundation and must
assume that characteristics of site-built housing and must otherwise conform
to
the requirements (A) for inclusion in residential mortgage backed securities
transactions rated by S&P and (B) of Xxxxxx Xxx and Xxxxxxx Mac, including,
but not limited to, the requirements that (i) the related Note or contract,
as
applicable, be secured by a “single family residence” within the meaning of
Section 25(e)(10) of the Code, (ii) the fair market value of the manufactured
home securing each related Note or contract, as applicable, was at least equal
to 80% of the original principal balance of such Note or contract, as
applicable, and (iii) each related Note or contract, as applicable, is a
“qualified mortgage” under Section 860G(a)(3) of the Code;
(lvii) Each
Mortgage Loan is eligible for sale in the secondary market or for inclusion
in a
Securitization Transaction without unreasonable credit enhancement;
(lviii) All
points and fees related to each Mortgage Loan were disclosed in writing to
the
related Mortgagor in accordance with applicable state and federal laws and
regulations. Except as otherwise noted on the Mortgage Loan Schedule,
no related Mortgagor was charged “points and fees” (whether or not financed) in
an amount greater than (a) $1,000 or (b) 5% of the principal amount of such
loan, whichever is greater, such 5% limitation is calculated in accordance
with
Xxxxxx Mae’s anti-predatory lending requirements as set forth in the Xxxxxx Xxx
Guides. For purposes of this representation, “points and fees” (a)
include origination, underwriting, broker and finder’s fees and other charges
that the lender imposed as a condition of making the loan, whether they are
paid
to the lender or a third party, and (b) exclude bona fide discount points,
fees
paid for actual services rendered in connection with the origination of the
mortgage (such as attorneys’ fees, notaries fees and fees paid for property
appraisals, credit reports, surveys, title examinations and extracts, flood
and
tax certifications, and home inspections); the cost of mortgage insurance or
credit-risk price adjustments; the costs of title, hazard, and flood insurance
policies; state and local transfer taxes or fees; escrow deposits for the future
payment of taxes and insurance premiums; and other miscellaneous fees and
charges, which miscellaneous fees and charges, in total, do not exceed 0.25
percent of the loan amount. All points, fees and charges (including
finance charges) and 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 related Mortgagor in
accordance with applicable state and federal laws and regulations;
(lix) Except
as
set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
are
subject to a Prepayment Charge. With respect to any Mortgage Loan
that contains a provision permitting imposition of a premium upon a prepayment
prior to maturity: (a) the Mortgage Loan provides some benefit to the Mortgagor
(e.g. a rate or fee reduction) in exchange for accepting such Prepayment Charge;
(b) the Mortgage Loan’s originator had a written policy of offering the
Mortgagor, or requiring third-party brokers to offer the Mortgagor, the option
of obtaining a Mortgage Loan that did not require payment of such a Prepayment
Charge; (c) the Prepayment Charge was adequately disclosed to the Mortgagor
pursuant to applicable state and federal law; (d) no Mortgage Loan originated
on
or after October 1, 2002 provides for prepayment penalties for a term in excess
of three years and no Mortgage Loan originated prior to such date provides
for
prepayment penalties for a term in excess of five years; and (e) such Prepayment
Charge shall not be imposed in any instance where the Mortgage Loan is
accelerated or paid off in connection with the workout of a delinquent Mortgage
or due to the Mortgagor’s default, notwithstanding that the terms of the
Mortgage Loan or state or federal law might permit the imposition of such
Prepayment Charge;
(lx) The
Company has complied with all applicable anti-money laundering laws and
regulations, including without limitation the Bank Secrecy Act, as amended
by
the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”);
the Company 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 and verify the identification of 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 “specially designated
national or blocked person” for purposes of the OFAC Regulations;
(lxi) 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;
(lxii) The
Mortgagor was not encouraged or required to select a mortgage loan product
offered by the Mortgage Loan’s originator which is a higher cost product
designed for less creditworthy borrowers, taking into account such facts as,
without limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit
history, income, assets and liabilities. If the Mortgagor sought
financing through the mortgage loan originator’s higher-priced subprime lending
channel, the Mortgagor was directed towards or offered the mortgage loan
originator’s standard mortgage line if the Mortgagor was able to qualify for one
of the standard products. If, at the time of loan application, the
Mortgagor may have qualified for a lower cost credit product then offered by
any
mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
Loan’s originator referred the Mortgagor’s application to such affiliate for
underwriting consideration;
(lxiii) The
methodology used in underwriting the extension of credit for each Mortgage
Loan
did not rely solely on the extent of the Mortgagor’s equity in the collateral as
the principal determining factor in approving such extension of credit. The
methodology employed related objective criteria such as the Mortgagor’s income,
assets, and liabilities to the proposed mortgage payment and, based on such
methodology, the Mortgage Loan’s originator made a reasonable determination that
at the time of origination the Mortgagor had the ability to make timely payments
on the Mortgage Loan;
(lxiv) 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
and such manufactured housing will be the principal residence of the Mortgagor
upon the origination of the Mortgage Loan. With respect to any second
lien Mortgage Loan, such lien is on a one-to four-family residence that is
(or
will be) the principal residence of the Mortgagor upon the origination of the
second lien Mortgage Loan;
(lxv) 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;
(lxvi) The
Company will transmit full-file credit reporting data for each Mortgage Loan
pursuant to Xxxxxx Xxx Guide Announcement 95-19 and for each Mortgage Loan,
Company agrees it shall report one of the following statuses each month as
follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
foreclosed, or charged-off;
(lxvii) 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;
(lxviii) 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);
(lxix) 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);
(lxx) 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;
(lxxi) 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.);
(lxxii) 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);
(lxxiii) No
Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
and
Equity protection Act;
(lxxiv) 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.);
(lxxv) 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.). If applicable to the related Mortgage Loan, each Mortgage Loan
secured by a property located within the Xxxx County, Illinois anti-predatory
lending Pilot Program area (i.e., ZIP Codes 60620, 60621, 60623, 60628, 60629,
60632, 60636, 60638, 60643 and 60652) complies with the recording requirements
outlined in Illinois House Xxxx 4050 and Senate Xxxx 304 effective September
1,
2006;
(lxxvi) No
Loan
that is secured by property located within the State of Maine meets the
definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
defined under the Maine House Xxxx 383 X.X. 494, effective as of September
13,
2003;
(lxxvii) No
Loan
is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act,
effective January 1, 2006 (Ind. Code Xxx. §§ 24-9-1 et seq.);
(lxxviii) The
Mortgagor 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;
(lxxix) With
respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
accurately provided on the Mortgage Loan Schedule. The related
Assignment of Mortgage to MERS has been duly and properly recorded, or has
been
delivered for recording to the applicable recording office;
(lxxx) With
respect to each MOM Loan, Company has not received any notice of liens or legal
actions with respect to such Mortgage Loan and no such notices have been
electronically posted by MERS;
(lxxxi) With
respect to each second lien 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;
(lxxxii) With
respect to any Mortgage Loan originated on or after August 1, 2004, no Mortgagor
agreed to submit to arbitration to resolve any dispute arising out of or
relating in any way to the Mortgage Loan transaction. No Mortgage
Loan is subject to any mandatory arbitration;
(lxxxiii) No
Mortgage Loan is a “High-Cost
Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan
Practices Act,
effective November 7, 2004 (Mass. Xxx. Laws Ch. 183C). If any
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% 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;
(lxxxiv) The
sale
or transfer of the Mortgage Loan by the Seller complies with all applicable
federal, state, and local laws, rules, and regulations governing such sale
or
transfer, including, without limitation, the Fair and Accurate Credit
Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
amended from time to time, and the Seller has not received any actual or
constructive notice of any identity theft, fraud, or other misrepresentation
in
connection with such Mortgage Loan or any party thereto;
(lxxxv) In
connection with the origination of any Mortgage Loan secured by a Mortgaged
Property in the State of Ohio which closed on or after January 1, 2007 and
which
was originated pursuant to a no income/no asset documentation program or any
other program pursuant to which the related Mortgagor was not required to
disclose income, a reasonable determination was made that the related Mortgagor
was able to repay such Mortgage Loan. Each Mortgage Loan
secured by a Mortgaged Property in the State of Ohio which closed on or after
January 1, 2007, was originated in compliance with the Ohio Consumer Sales
Practices Act (Oh. Rev. Stat. 1345.01 et seq.) and the regulations promulgated
thereunder and was made only after reasonable and appropriate methods were
used
to determine the borrower's repayment ability, including without limitation,
employment verification for stated income loans, which have been properly
documented and verified; and
(lxxxvi) The
Mortgage Loan is secured by a Residential Dwelling. None of the
Mortgage Loans is secured by a multifamily, commercial, industrial, agricultural
or undeveloped property. Unless otherwise set forth on the Mortgage Loan
Schedule, none of the Mortgage Loans is secured by a condotel unit or by a
condominium unit that is part of a condominium development that operates as,
or
holds itself out to be, a condominium hotel, regardless of whether the unit
itself is being used as a condotel unit.
EXHIBIT
D
MORTGAGE
LOAN SCHEDULE
Soundview
2007-OPT4 Mortgage Loan
Schedule: Exhibit D (Closing Pool as of 10/01/2007)
------------------------------------------------------------------------------------------------------------------------------------------ Loan Reserved City State Zipcode Occupancy Property Type Number Status ------------------------------------------------------------------------------------------------------------------------------------------ 061079604 XXXXXXXX XX 00000 Primary PUD Detached 061082331 XXXXXXX XX 00000 Primary Single Family Detached 061083303 XXXXXXXXXX XX 00000 Primary Single Family Detached 061083467 XXXXXXXXXX XX 00000 Primary Single Family Detached 061083549 XXXXXXXX XX 00000 Primary PUD Detached 061083595 XXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 061083628 XXXXXXXXXX XX 00000 Primary Single Family Detached 061083642 XXXX XX 00000 Primary Single Family Detached 061083660 XXXXXXXXXX XX 00000 Primary Single Family Detached 061083675 XXXXXXXXXX XX 00000 Primary Single Family Detached 061083782 XXXXXXXXX XX 00000 Primary Single Family Detached 061083852 XXX XXXXXX XX 00000 Primary Single Family Detached 111003205 XXXXXXXX XX 00000 Non-owner Condo Low-Rise Attached 111003530 XXXXXXX XX 00000 Primary Single Family Detached 111003637 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 111003663 XXX XXXXX XX 00000 Primary PUD Detached 111003671 XXXXXXXX XX 00000 Non-owner Condo High-Rise Attached 111003678 XXXXX XX 00000 Primary Condo Low-Rise Attached 111003689 XXX XXXXX XX 00000 Second Home PUD Detached 111003691 XXXXXXX XX 00000 Non-owner Single Family Detached 111003708 XXXXXXX XX 00000 Primary Single Family Detached 111003714 XXXXXXX XX 00000 Primary Single Family Detached 111003715 XXXXXXX XX 00000 Primary Single Family Detached 111003747 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 111003753 XXXXXXX XX 00000 Primary Single Family Detached 111003851 XXXXX XX 00000 Primary Condo Low-Rise Attached 121054293 XXXXX XXXXXX XX 00000 Primary Single Family Detached 121054995 XXXXXX XX 00000 Primary Single Family Detached 151044429 XXXXX XX 00000 Primary Single Family Detached 151044475 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 151044530 XXXXXXX XX 00000 Primary Single Family Detached 151044660 XXXXXXXX XX 00000 Primary Single Family Detached 151044710 XXXXXX XXXX XX 00000 Primary 2-4 Units Detached 151044964 XXXX XXXXXXX XX 00000 Primary Single Family Detached 151045043 XXXXXX XX 00000 Primary Single Family Detached 151045078 XXXXXXX XX 00000 Non-owner Single Family Detached 151045192 XXXXXXXXXXXX XX 00000 Non-owner Single Family Attached 151045306 XXXXXXXXXXXX XX 00000 Primary PUD Attached 151045356 XXXXXX XX 00000 Non-owner 2-4 Units Detached 151045410 XXXXXXXXXX XX 00000 Non-owner Single Family Detached 151045421 XXXX XX 00000 Primary 2-4 Units Attached 151045524 XXXXXXXXX XX 00000 Primary Single Family Detached 151045558 XXXXXXXX XX 00000 Primary Single Family Detached 151045579 XXXXXXXXXX XX 00000 Primary Single Family Detached 151045608 XXXXXX XX 00000 Primary Single Family Detached 151045613 XXXXX XX 00000 Non-owner Single Family Detached 151045629 XXXXXXXXXX XX 00000 Primary Single Family Detached 151045647 XXXXXXXXX XX 00000 Primary Single Family Detached 151045656 XXXXXXX XX 00000 Primary Single Family Attached 151045666 XXXXXXXX XXXXX XX 00000 Primary Single Family Detached 151045670 XXXXXXXX XX 00000 Non-owner 2-4 Units Detached 151045671 XXXXX XX 00000 Primary Single Family Detached 151045679 XXXXXXXXXXXX XX 00000 Non-owner Single Family Attached 151045701 XXXXXX XX 00000 Primary 2-4 Units Detached 151045713 XXXXXX XX 00000 Primary Single Family Detached 151045726 XXXXXX XX 00000 Primary Single Family Detached 151045775 XXXXXXXX XX 00000 Primary Single Family Detached 151045785 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 151045793 XXXXXXXXX XX 00000 Primary Single Family Detached 151045836 XXXXXX XX 00000 Primary 2-4 Units Attached 151045860 XXXX XXXXXXXXX XX 00000 Primary PUD Attached 151045883 XXXX XXXXXXXX XX 00000 Primary Single Family Detached 151045896 XXXXXXXX XX 00000 Primary Single Family Detached 151045901 XXXXXXXXXX XX 00000 Primary Single Family Detached 151045917 XXXX XXXXXXXXXXX XX 00000 Primary PUD Detached 151045945 XXXXXX XXXX XX 00000 Primary Single Family Detached 151046006 XXXXX XX 00000 Primary Single Family Attached 151046009 XXXXXXXXX XX 00000 Primary PUD Detached 151046036 XXXXXXXXXX XX 00000 Primary Single Family Attached 151046039 XXXX XXXXXX XX 00000 Primary 2-4 Units Detached 161054388 XXXXXXXXXXX XX 00000 Primary Single Family Detached 161054446 XXXXXXXXX XX 00000 Primary Single Family Detached 161054485 XXXXXX XX 00000 Primary Condo Low-Rise Attached 161054532 XXX ME 04239 Primary Single Family Detached 161054675 XXXXXXXXX XX 00000 Primary Single Family Detached 161054769 XXXXXXX XX 00000 Primary Single Family Detached 161054788 XXXXXXXX XX 00000 Primary 2-4 Units Detached 161054803 XXXXXX XX 00000 Non-owner Condo Low-Rise Attached 161054812 XXXXXX XX 00000 Primary Single Family Detached 161054816 XXXXXXXX XX 00000 Primary Single Family Detached 161054834 BAR HARBOR ME 04609 Non-owner Condo Low-Rise Attached 161054849 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 161054861 XXXXXXXXXXX XX 00000 Primary 2-4 Units Detached 161054942 XXXXXX XX 00000 Primary 2-4 Units Attached 161054958 XXXXXXXXXX XX 00000 Primary Single Family Detached 161054965 XXXXXXXXXX XX 00000 Primary Single Family Detached 161054966 XXXXXXX XX 00000 Primary Single Family Detached 161054969 XXXXXXXX XX 00000 Primary Single Family Detached 161054970 XXXXXXX XXXX XX 00000 Primary Single Family Detached 161054975 XXXXXX XX 00000 Primary Single Family Detached 161054979 XXXXXX XX 00000 Primary Single Family Detached 161054995 XXXXXXX XX 00000 Primary Single Family Detached 161055003 XXXXXXXXXXXXX XX 00000 Primary Single Family Detached 161055010 NEW XXXXXXX XX 00000 Non-owner 2-4 Units Detached 161055029 XXXXXXXX XX 00000 Primary Single Family Detached 161055035 WEARE XX 00000 Primary 2-4 Units Detached 161055050 XXXXXXXXX XX 00000 Primary Single Family Detached 161055055 XXXXXX XX 00000 Primary Single Family Detached 161055056 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 161055068 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 171044316 XXXXXXX XX 00000 Primary Single Family Detached 171044403 XXXXXXXXX XX 00000 Primary Single Family Detached 171044562 XXXXXXX XX 00000 Primary Single Family Detached 171044577 XXXXXXXXX XX 00000 Primary Single Family Detached 171044628 XXX XXXXX XX 00000 Primary PUD Detached 171044699 XXXXXXXX XX 00000 Primary PUD Detached 171044759 XXXXXX XX 00000 Primary Condo Low-Rise Attached 171044812 XXX XXXXX XX 00000 Primary PUD Detached 171044849 XXX XXXXX XX 00000 Primary Single Family Detached 171044852 XXXXXXX XX 00000 Primary Single Family Detached 171044876 XXXXXX XX 00000 Primary Single Family Detached 171044918 XXXXXX XX 00000 Second Home Single Family Detached 171044924 XXXXXXXX XX 00000 Non-owner Single Family Detached 171044970 XXX XXXXX XX 00000 Primary Single Family Detached 171044994 XXXXX XXX XXXXX XX 00000 Primary PUD Detached 171044997 XXXXXXXX XX 00000 Primary PUD Detached 171045018 XXX XXXXX XX 00000 Primary Single Family Detached 171045019 XXXXX XXX XXXXX XX 00000 Primary PUD Detached 171045020 XXXXXXXXX XX 00000 Primary Single Family Detached 171045042 XXXXXXX XX 00000 Primary Single Family Detached 171045044 XXXXXX XX 00000 Non-owner 2-4 Units Attached 171045054 XXXXXXXXX XX 00000 Primary Single Family Detached 171045058 XXXXXXXX XX 00000 Primary Single Family Detached 171045063 XXXXX XX 00000 Primary Single Family Detached 171045068 XXX XXXXX XX 00000 Primary PUD Detached 171045070 XXX XXXXX XX 00000 Primary PUD Detached 171045075 XXXXXXXXX XX 00000 Primary Single Family Detached 171045076 XXX XXXXX XX 00000 Primary Condo Conversion Attached 171045079 XXXXXXXXX XX 00000 Primary PUD Detached 171045117 XXXXXX XX 00000 Primary Single Family Detached 171045118 XXXXXX XXXXXXXX XX 00000 Primary Single Family Detached 171045124 XXXXXX XX 00000 Primary PUD Detached 171045164 XXXXXX XX 00000 Primary Single Family Detached 171045175 XXXXXXX XX 00000 Primary Single Family Detached 171045181 XXX XXXXX XX 00000 Primary PUD Detached 171045182 XXX XXXXX XX 00000 Primary PUD Detached 171045200 XXXXXXX XX 00000 Primary PUD Detached 171045209 XXXX XX 00000 Primary Single Family Detached 171045214 XXX XXXXX XX 00000 Primary Single Family Detached 171045262 XXXX XXXXXX XX 00000 Primary Single Family Detached 171045266 XXXXXXXX XX 00000 Primary PUD Detached 171045279 XXX XXXXX XX 00000 Primary Single Family Detached 171045294 XXXXXXXX XX 00000 Primary PUD Detached 171045312 XXXXXXXX XX 00000 Primary Single Family Detached 171045319 XXXXXXX XX 00000 Primary PUD Detached 171045329 XXXXXX XX 00000 Primary PUD Detached 171045332 XXXXXXXX XX 00000 Primary Single Family Detached 171045354 XXXXXXX XX 00000 Primary Single Family Detached 171045360 XXXXX XXX XXXXX XX 00000 Primary PUD Detached 171045366 XXXXXXX XX 00000 Primary Single Family Detached 171045371 XXX XXXXX XX 00000 Primary PUD Attached 171045382 XXXXXX XX 00000 Primary Single Family Detached 171045391 XXX XXXXX XX 00000 Primary Single Family Detached 171045405 XXXXXXX XX 00000 Primary Single Family Detached 171045410 XXX XXXXX XX 00000 Primary Single Family Detached 171045491 XXX XXXXX XX 00000 Primary Single Family Detached 191039000 XXXXXX XX 00000 Non-owner Condo Low-Rise Attached 191039187 XXXXXXXXX XX 00000 Primary Single Family Detached 191039211 XXXXXXXX XX 00000 Primary Single Family Detached 191039410 XXXXXXXXX XX 00000 Primary Single Family Detached 191039553 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 191039659 XXXXXXX XX 00000 Primary Single Family Detached 191039696 XXXXXXX XX 00000 Primary Single Family Detached 191039707 XXXXX XX 00000 Primary Single Family Detached 191039761 XXXXXXXX XX 00000 Primary Single Family Detached 191039796 XXXX XXXXXXX XX 00000 Primary Single Family Detached 191039802 XXXXXXXXX XX 00000 Primary Single Family Detached 191039846 XXXXXXXX XX 00000 Primary Single Family Detached 191039858 XXXXXXXX XXXXX XX 00000 Primary Single Family Detached 191039867 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 191039884 XXXXXXXXX XX 00000 Primary Single Family Detached 191039934 XXXXXXXXX XX 00000 Primary PUD Detached 191039961 XXXXXX XX 00000 Primary Single Family Attached 191039964 XXXXXXX XX 00000 Primary Single Family Detached 191039974 XXXXXXXX XXXXX XX 00000 Primary Single Family Detached 191039979 XXXXXXX XX 00000 Primary Single Family Detached 191039994 XXXXXXXX XX 00000 Primary Single Family Detached 191040001 XXXXXXXXX XX 00000 Primary Single Family Detached 191040005 XXXXXXXXX XX 00000 Non-owner Single Family Detached 191040022 XXXXXX XX 00000 Primary Single Family Detached 191040023 XXXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 191040054 XXXXXXX XX 00000 Primary Condo Low-Rise Attached 191040114 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 191040142 XXXXXXX XX 00000 Primary Condo Low-Rise Attached 191040153 XXXXXX XXXXX XX 00000 Non-owner Single Family Detached 191040157 XXXXXX XX 00000 Primary Single Family Detached 191040166 BEND OR 97701 Primary Single Family Detached 191040178 XXXX XXXXXX XX 00000 Primary Single Family Detached 191040181 XXXXXXXXX XX 00000 Primary Single Family Detached 191040205 XXXXXXXX XX 00000 Primary Single Family Detached 191040246 XXXXX XX 00000 Primary Single Family Detached 191040250 XXXXXX XXXX XX 00000 Primary Single Family Detached 191040259 BLACHLY OR 97412 Primary Single Family Detached 191040262 XXXXXXXX XX 00000 Primary Single Family Detached 191040304 XXXXXX XX 00000 Primary Single Family Detached 191040309 XXXXXXXX XX 00000 Primary Single Family Detached 191040328 XXXXXXXXX XX 00000 Primary Single Family Detached 191040365 XXXXXXXXX XX 00000 Primary Single Family Detached 191040368 XXXXXXXX XX 00000 Primary PUD Detached 191040370 XXXXXX XXXX XX 00000 Primary Single Family Detached 191040391 XXXXXX XX 00000 Non-owner Condo Low-Rise Attached 191040394 XXXX XX 00000 Non-owner Single Family Detached 191040451 XXXXX XXXXXX XX 00000 Primary Single Family Detached 191040463 XXXXX XX 00000 Primary Single Family Detached 191040499 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 211057120 XXXXXXXX XX 00000 Primary Single Family Detached 211057506 XXXXXX XX 00000 Primary Single Family Detached 211057914 XXXXXXXXX XX 00000 Primary Single Family Detached 211058010 XXXXXXXX XX 00000 Primary Single Family Detached 211058201 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211058263 XXXXXXXXX XX 00000 Second Home Single Family Detached 211058376 XXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 211058467 XXXXXXXXX XX 00000 Primary Single Family Attached 211058476 XXXXXXXX XX 00000 Primary Single Family Detached 211058502 XXXXXXXXXX XX 00000 Non-owner 2-4 Units Attached 211058507 XXXXXXX XX 00000 Primary Single Family Detached 211058523 XXXXXXXX XX 00000 Primary Single Family Detached 211058551 XXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 211058632 XXXXXXX XXXX XX 00000 Primary Single Family Detached 211058698 XXXXXXX XX 00000 Second Home Single Family Detached 211058737 XXXXXXXX XXXXX XX 00000 Primary Single Family Detached 211058755 XXXXXXXXXXXXXX XX 00000 Primary PUD Detached 211058804 XXXXXXXX XXXXX XX 00000 Primary PUD Attached 211058842 XXXXXXXXX XX 00000 Primary Single Family Attached 211058853 XXXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 211058894 XXXXXXX XX 00000 Primary Single Family Detached 211058904 XXXXXXXXXXXXXX XX 00000 Primary Single Family Detached 211058925 XXXXX XXXXX XX 00000 Primary Single Family Detached 211058977 XXXXXX XX 00000 Primary Single Family Detached 211058994 XXXXXXXXX XX 00000 Primary Single Family Detached 211058998 XXXXXXXXX XX 00000 Primary PUD Detached 211059002 XXXXXXXX XX 00000 Primary Single Family Detached 211059018 XXXXXXXXXX XX 00000 Primary Single Family Attached 211059022 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059030 XXXXXXX XX 00000 Primary Single Family Detached 211059032 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 211059056 XXXXXXXXX XX 00000 Primary Single Family Detached 211059072 XXXXX XXXXX XX 00000 Primary Single Family Detached 211059077 XXXXX XX 00000 Primary Single Family Detached 211059078 XXXXXXXX XX 00000 Non-owner 2-4 Units Detached 211059079 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 211059093 XXXX XXXXXXXXXX XX 00000 Non-owner Single Family Detached 211059094 XXXXXXXXXXX XX 00000 Primary Single Family Detached 211059099 XXXXX XXXX XX 00000 Non-owner Condo Low-Rise Attached 211059112 XXXXXXXXXXX XX 00000 Primary Single Family Detached 211059119 XXXXXXXX XX 00000 Primary Single Family Detached 211059137 XXXXXXX XX 00000 Non-owner Single Family Detached 211059151 XXXXXXX XX 00000 Primary Single Family Detached 211059164 XXXXXXXXXX XX 00000 Non-owner 2-4 Units Attached 211059165 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 211059170 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059176 XXXXXXXXXXX XX 00000 Non-owner Single Family Detached 211059180 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 211059189 XXXXXXX XXXXXXX XX 00000 Primary Single Family Attached 211059191 XXXXXXX XX 00000 Primary PUD Detached 211059205 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059236 XXXXXXXXXX XXXXX XX 00000 Primary Single Family Detached 211059264 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059270 XXXXXXXXX XX 00000 Primary Single Family Detached 211059279 XXXXXXXX XX 00000 Primary PUD Detached 211059292 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059293 XXXXXXX XX 00000 Primary Single Family Detached 211059318 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059344 XXXXXXXXXX XX 00000 Primary Single Family Attached 211059346 XXXXXXXX XX 00000 Primary Single Family Detached 211059353 XXXXXX XX 00000 Non-owner Condo Low-Rise Attached 211059363 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059368 XXXX XXXXXX XX 00000 Primary Single Family Detached 211059370 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059378 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059401 XXXXXXXXXXXX XX 00000 Primary 2-4 Units Attached 211059402 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059414 XXXXX XXXXXXXX XX 00000 Primary PUD Attached 211059416 XXXXXXXXXX XX 00000 Primary Single Family Attached 211059428 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059448 XXXXXXXX XX 00000 Primary Single Family Attached 211059459 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 211059476 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059479 XXXXXXX XX 00000 Non-owner Single Family Detached 211059485 GLENN XXXX XX 00000 Primary Single Family Detached 211059486 XXXXXXXXXX XX 00000 Primary Single Family Detached 211059488 XXXXXXXXX XX 00000 Primary Single Family Detached 211059490 XXXXXXX XXXX XX 00000 Primary Single Family Detached 211059491 XXXXXXXX XX 00000 Primary Single Family Detached 211059493 XXXXXXXXX XX 00000 Primary Single Family Detached 211059501 XXXXXXX XX 00000 Primary Single Family Detached 211059505 XXXXX XXXX XX 00000 Primary Single Family Detached 211059509 XXXXXXXXXXX XX 00000 Primary Single Family Detached 211059523 XXXXXXX XX 00000 Primary Single Family Detached 211059529 XXXXX XXXXXXXX XX 00000 Primary Single Family Detached 211059541 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 211059546 XXXXXXX XXXXX XX 00000 Primary PUD Detached 211059551 XXXXXXXXX XX 00000 Primary Single Family Attached 211059579 XXXXXX XX 00000 Primary Single Family Detached 211059580 XXXX XXXX XX 00000 Primary Single Family Detached 211059581 XXXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 211059583 XXXX XXXXXXXXXX XX 00000 Primary Single Family Detached 211059609 XXXXXXXXX XX 00000 Primary Single Family Detached 211059637 XXXXXXX XX 00000 Primary Single Family Attached 211059638 XXXXXXXXX XX 00000 Primary Single Family Detached 211059647 XXXXXXXXX XX 00000 Non-owner Single Family Detached 211059651 XXXXXXX XX 00000 Primary Single Family Detached 211059658 XXXXXXXXX XX 00000 Primary Single Family Detached 211059659 XXX XXXXX XX 00000 Primary Single Family Detached 211059669 XXXXXXXX XX 00000 Primary Single Family Detached 211059672 XXXXXXXXX XX 00000 Primary Single Family Attached 211059697 XXXXXXXX XX 00000 Primary Single Family Detached 211059723 XXXX XXXXXXXXXX XX 00000 Primary Single Family Detached 211059743 XXXXXXXXXXXX XX 00000 Primary PUD Detached 211059744 XXXXXXX XX 00000 Primary Single Family Detached 211059751 XXXXXX XX 00000 Primary Single Family Detached 211059769 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 211059773 XXXXXXX XX 00000 Non-owner Single Family Detached 211059813 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 211059921 XXXXXXXXXXXXX XX 00000 Primary Single Family Detached 231091632 XXXXXXX XX 00000 Primary Single Family Detached 231093803 XXXXXXX XX 00000 Primary Single Family Detached 231093873 XXXXXXXXXX XX 00000 Non-owner 2-4 Units Detached 231094240 XXXXXXXXX XX 00000 Primary Single Family Detached 231094311 XXXXX XX 00000 Non-owner 2-4 Units Detached 231094489 XXXXXXXX XX 00000 Non-owner Single Family Detached 231094511 XXXXX XX 00000 Primary Single Family Detached 231094571 TOWN XX XXXXXXXX XX 00000 Primary Single Family Detached 231094572 XXXXXX XX 00000 Primary 2-4 Units Detached 231094590 XXXXX XXXXXX XX 00000 Primary Single Family Detached 231094599 XXX XXXXX XX 00000 Primary 2-4 Units Detached 231094720 XXXXXXX XX 00000 Primary Single Family Detached 231094768 XXXXXXXXX XX 00000 Primary Single Family Detached 231094777 XXXXXX XX 00000 Primary Single Family Detached 231094791 XXXX XXXXXXXXXX XX 00000 Non-owner Condo Low-Rise Attached 231094851 BOROUGH OF SAYREVILLENJ 08872 Primary Single Family Detached 231094939 XXXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 231094940 XXXX XXXXX XX 00000 Primary Condo Low-Rise Attached 231095037 XXXXXXXXXX XX 00000 Primary Single Family Detached 231095117 XXXXXXXX XX XXXXXXXXXXX 00000 Primary Single Family Detached 231095124 XXXXXX XX 00000 Primary Single Family Detached 231095130 XXX XXXXXXX XX 00000 Primary 2-4 Units Detached 231095266 XXXXXXXX XX 00000 Primary Single Family Detached 231095274 XXXXX XXXXXXX XX 00000 Non-owner Single Family Detached 231095277 XXXXXXXXXX NY 13132 Primary Single Family Detached 231095332 XXX XXXXX XX 00000 Primary Single Family Detached 231095374 XXXXXXXXX/XXXXXXXXXX XX 00000 Primary Single Family Detached 231095388 XXXXXXX XX 00000 Primary Single Family Detached 231095396 PORT XXXXX XXXXX XX 00000 Primary Single Family Detached 231095400 FALL XXXXX XX 00000 Non-owner 2-4 Units Detached 231095429 XXXXXXXXXX XX 00000 Primary 2-4 Units Detached 231095447 XXXXXXXXX XX 00000 Primary Single Family Detached 231095465 XXXXXXXX XX 00000 Primary Single Family Detached 231095486 XXXXXX XX 00000 Primary Single Family Detached 231095515 XXXXXX XX 00000 Primary Single Family Detached 231095520 XXXXXXXX XX 00000 Primary Single Family Detached 231095525 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 231095583 XXXXXXXXXX XX 00000 Primary Single Family Detached 231095586 XXX XXXXX XX 00000 Non-owner 2-4 Units Detached 231095597 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 231095631 XXXXXXX XX 00000 Non-owner Condo Conversion Attached 231095656 XXXXXXXX XX 00000 Primary 2-4 Units Detached 231095661 XXXXXXXXX XX 00000 Primary Single Family Detached 231095675 XXXXXXXXX XX 00000 Primary Single Family Detached 231095684 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231095733 XXXXXX XX 00000 Primary Single Family Detached 231095734 XXX XX XXXX XXXXXXXXXXX 00000 Primary Single Family Detached 231095736 XXXXXXXXX XX 00000 Primary Single Family Detached 231095738 XXXXXXXXX XX 00000 Primary Single Family Detached 231095749 XXXXXXXX XX 00000 Non-owner Single Family Detached 231095755 XXXXXXXX XX 00000 Primary Single Family Detached 231095786 XXXXXXXXXX XX 00000 Primary Single Family Detached 231095808 XXXXX XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 231095816 XXXXXX XX 00000 Primary Single Family Detached 231095849 XXXXXXXX XX 00000 Primary 2-4 Units Detached 231095850 XXXXXXXX XX 00000 Non-owner 2-4 Units Detached 231095878 XXXXXXXXX XX 00000 Primary Single Family Detached 231095898 XXXXXXX XX 00000 Primary Single Family Detached 231095902 XXXXXXXX XX XXXXXX XX 00000 Primary Single Family Detached 231095912 XXXXXXXX XX 00000 Primary Single Family Detached 231095917 XXXXXXXX XX 00000 Primary Single Family Detached 231095934 XXXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 231095935 XXXXX XXX XX 00000 Primary Single Family Detached 231095953 XXXXXXX XX 00000 Primary Single Family Detached 231095961 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231095972 XXXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 231095996 XXXXXXXX XX 00000 Primary Single Family Detached 231095997 XXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 231096003 XXXXXXXXX XX 00000 Primary Single Family Detached 231096004 XXXXX XXXXX XX 00000 Primary PUD Attached 231096021 XXXXXX XX 00000 Primary 2-4 Units Detached 231096054 XXXXXXX XX 00000 Primary Single Family Detached 231096061 XXXXXXXX XX XXXXXXX XX 00000 Primary Single Family Detached 231096076 BARRE VT 05649 Primary Single Family Detached 231096079 XXXXXX XX 00000 Primary 2-4 Units Detached 231096094 XXXXXXXX XX 00000 Primary Single Family Detached 231096107 XXXXXXX XX 00000 Primary 2-4 Units Detached 231096116 XXXX XXXX XXXXX XX 00000 Primary Single Family Detached 231096123 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096131 XXXXXXXXX XX 00000 Second Home Condo Low-Rise Attached 231096138 XXXXXXXXXX XX 00000 Primary Condo Conversion Attached 231096143 XXXX XXXXXXXXXXX XX 00000 Primary 2-4 Units Detached 231096155 XXXXX XX 00000 Primary 2-4 Units Attached 231096157 XXXXXXXX, XXXX XX XXXXX 00000 Primary Single Family Detached 231096165 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096176 XXXXXXXXX XX 00000 Primary Single Family Detached 231096179 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096188 TOWN XX XXXXXXXXXX XX 00000 Primary Single Family Detached 231096198 TOWN XX XXXXXX XX 00000 Primary Single Family Detached 231096210 XXXXXXXX XX 00000 Second Home 2-4 Units Detached 231096217 XXXXX XXXXXX XX 00000 Primary Single Family Detached 231096236 XXXXX XXX XX 00000 Primary Single Family Detached 231096254 TOWN XX XXXX XX 00000 Primary Single Family Attached 231096256 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096296 GREECE NY 14626 Primary Single Family Detached 231096300 XXXXXXX XX 00000 Primary Single Family Detached 231096336 WEARE XX 00000 Primary Single Family Detached 231096343 XXXXXXXXXX XX 00000 Primary 2-4 Units Detached 231096344 TOWNSHIP OF UPPER MARPAN 19406 Primary Single Family Detached 231096346 XXXXXXXXXX XX 00000 Primary Single Family Detached 231096361 XXXX XX 00000 Primary 2-4 Units Detached 231096367 XXXXXXXXXX XX 00000 Primary 2-4 Units Attached 231096385 XXXXXXX XX 00000 Primary Single Family Detached 231096394 XXXXXXXX XX 00000 Primary Single Family Detached 231096395 XXXXXXX XX 00000 Primary Single Family Detached 231096405 XXXXXXXX XX 00000 Primary Single Family Detached 231096424 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096425 XXXXXXX XX 00000 Primary Single Family Detached 231096476 XXXX XXXXXX XXX XX 00000 Primary PUD Detached 231096499 XXXXXXXXXXXXXX XX 00000 Primary Single Family Detached 231096508 XXXXXXX XX 00000 Primary Single Family Detached 231096518 XXXXXXX XX 00000 Non-owner 2-4 Units Detached 231096519 XXXXXXX XX 00000 Primary Single Family Detached 231096527 XXXXXX TWP PA 18324 Second Home PUD Detached 231096534 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096550 XXXX XX XXXXX XX 00000 Primary Single Family Detached 231096551 XXXXXXXXXXXXX XX 00000 Primary Single Family Detached 231096559 XXXX XX 00000 Primary Single Family Detached 231096573 XXXXXXXX XXXXXXXX XX 00000 Non-owner 2-4 Units Detached 231096582 XXXX XXXX XXXXX XX 00000 Primary PUD Detached 231096613 XXXXXXX XX 00000 Primary 2-4 Units Detached 231096634 XXXX XX XXXXXX, XXXXXXXXXXX XXXX 00000 Primary 2-4 Units Attached 231096641 XXXXXXX XX 00000 Primary Single Family Detached 231096653 XXXXXXXX XX 00000 Primary Single Family Detached 231096655 XXXXXXXX XX 00000 Primary Single Family Detached 231096689 XXXXXXX XX 00000 Primary 2-4 Units Detached 231096706 XXXXXXXXX XX 00000 Primary Single Family Detached 231096708 XXXXXXXX XX 00000 Primary Single Family Detached 231096729 XXXXXXX XX 00000 Primary Single Family Detached 231096740 XXXXXXXXXXXX XX 00000 Non-owner Single Family Detached 231096743 XXXXX XXXXX XX 00000 Non-owner Single Family Attached 231096750 XXXXX XXX XX 00000 Primary Single Family Detached 231096751 XXXXXX XX 00000 Primary 2-4 Units Detached 231096754 XXXXXXXXXX XX 00000 Primary Single Family Detached 231096762 XXXXX XXXXX XX 00000 Non-owner Single Family Attached 231096763 XXXXXXXXXXX XX 00000 Primary Single Family Detached 231096775 XXXXXXXXXXXX XX 00000 Primary PUD Detached 231096776 XXXXXXXX XX 00000 Primary Single Family Detached 231096777 XXXX XXXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 231096779 XXXXXXX XX 00000 Non-owner 2-4 Units Detached 231096781 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 231096787 XXXXXXXX XX 00000 Primary Single Family Detached 231096841 TOWN XX XXXXXXX XX 00000 Non-owner 2-4 Units Detached 231096858 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 231096892 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 231096909 XXXXXX XXXXXXXX XX 00000 Primary Single Family Detached 231096915 XXXXXX XXXXX XXXXXXXXXX 00000 Primary Single Family Detached 231096928 XXXX XXXXX XXXXXXXX XX 00000 Non-owner Single Family Detached 231096936 XXXXXX XXXXX XX 00000 Primary Single Family Detached 231096940 XXXXXXXXX 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951005531 XXXXXXX XX 00000 Non-owner 2-4 Units Detached 951006167 XXXXXX XX 00000 Primary Single Family Detached 951006175 XXXXXX XX 00000 Primary Single Family Detached 951006287 XXXXXXX XX 00000 Non-owner Single Family Detached 951006357 XXXXXXXX XX 00000 Primary Single Family Detached 951006373 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 951006394 XXXXX XXXXX XX 00000 Primary Single Family Detached 951006416 XXXXX XX 00000 Primary Single Family Detached 951006423 XXX XXXXXXX XX 00000 Non-owner 2-4 Units Detached 951006428 XXXXXXX XX 00000 Non-owner Single Family Detached 951006433 XXXXXXXXX XX 00000 Primary Single Family Detached 951006480 XXXXXX XX 00000 Primary Single Family Detached 951006503 XXXXXX XX 00000 Primary Single Family Detached 951006505 XXXXXXXXX XX 00000 Non-owner Single Family Detached 951006520 XXXXXXXXX XX 00000 Primary Single Family Detached 951006555 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 951006566 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 951006574 XXX XXXXXXX XX 00000 Primary Single Family Detached 951006591 XXXXXXXXX XX 00000 Primary Single Family Detached 951006597 XXXXXXX XX 00000 Primary Single Family Detached 951006660 XXXXXXXXX XX 00000 Non-owner Single Family Detached 951006678 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 951006689 XXXXXXXX XX 00000 Primary Single Family Detached 951006859 XXXXXXX XX 00000 Primary Single Family Detached 951006884 XXXXXXX XX 00000 Primary Single Family Detached 951006968 XXXXXXXXX XX 00000 Primary Single Family Detached 951006984 XXX XXXXXXX XX 00000 Non-owner 2-4 Units Detached 951006994 XXXXX XX 00000 Primary Single Family Detached 951007001 XXXXX XX 00000 Primary PUD Detached 951007074 XXXXXXX XX 00000 Non-owner Single Family Detached 951007125 XXXXXX XXXX XX 00000 Primary 2-4 Units Detached 951007133 XXXXX XXXXX XX 00000 Primary Single Family Detached 951007164 XXXXXX XX 00000 Non-owner PUD Detached 951007167 XXXXXX XX 00000 Non-owner PUD Detached 951007172 XXXXXX XXXXXX XX 00000 Non-owner 2-4 Units Detached 951007174 XXXXXX XX 00000 Non-owner PUD Detached 951007193 LAKE XXXXXX XX 00000 Primary PUD Detached 951007203 XXXX XXXX XXXXX XX 00000 Non-owner Condo Low-Rise Attached 951007220 XXXXX XXXXXXXX XX 00000 Primary Single Family Detached 951007248 XXXXXXXXXX XX 00000 Primary Single Family Detached 951007263 XXXXXX XX 00000 Primary Condo Low-Rise Attached 951007313 XXXXXXX XX 00000 Primary Single Family Detached 951007325 XXXX XX 00000 Primary PUD Detached 951007335 XXXXXXXXX XX 00000 Primary 2-4 Units Detached 951007349 XXXXXX XX 00000 Non-owner Single Family Detached 951007375 XXXXXXXX XX 00000 Primary Single Family Detached 951007412 XXXXXXX XX 00000 Primary Single Family Detached 951007413 XXXXXX XX 00000 Primary PUD Detached 951007417 ISLANDIA NY 11749 Primary Single Family Detached 951007447 XXXXXXXXXXXX XX 00000 Non-owner Single Family Detached 951007459 XXXXXXX XX 00000 Primary Condo High-Rise Attached 951007570 XXXXX XX 00000 Non-owner Single Family Detached 951007575 XXXXXXXXXX XX 00000 Primary Single Family Detached 951007583 XXXXXXXXX XX 00000 Primary Single Family Detached 951007602 XXXXX XX 00000 Primary Single Family Detached 951007609 XXXXXXX XX 00000 Primary Single Family Detached 951007614 XXXXXXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 951007637 XXXXXXXX XX 00000 Primary Single Family Detached 951007653 XXXXX XXXXX XX 00000 Primary Condo Low-Rise Attached 951007665 XXXXXXXX XX 00000 Primary Single Family Detached 951007703 XXXXXXXX XX 00000 Primary Single Family Detached 951007704 XXXXXXXXX XX 00000 Primary Single Family Detached 951007737 XXXXXXX XX 00000 Primary Single Family Detached 951007754 XXXXXXX XX 00000 Primary Single Family Detached 951007883 XXXXX XX 00000 Primary Single Family Detached 951007885 XXXXXXXXXX XX 00000 Primary Single Family Detached 951007887 XX XXXXX XX 00000 Primary Single Family Detached 951007901 XXXXX XX 00000 Primary Single Family Detached 951007904 XXXXXX XXXX XX 00000 Primary Single Family Detached 951007928 XXXXXXXXXXXX XX 00000 Non-owner Single Family Detached 951007929 XXXXXX XX 00000 Primary Single Family Detached 951007939 XXXXXXX XX 00000 Primary Single Family Detached 951007953 XXXXXXXXXXX XX 00000 Primary Single Family Detached 951007994 XXXXXXXX XX 00000 Non-owner Single Family Detached 951008021 NOVI MI 48375 Non-owner Condo Low-Rise Attached 951008034 XXXXXXXXX XX 00000 Primary Single Family Detached 951008043 ROYAL XXXX XXXXX XX 00000 Primary Single Family Detached 951008046 XXXXX XX 00000 Primary Single Family Detached 951008050 XXXXX XXXXXX XX 00000 Primary Single Family Detached 951008063 XXXXXXXXX XX 00000 Primary PUD Detached 951008069 XXX XXXX XX 00000 Primary Single Family Detached 951008082 XXXXXX XX 00000 Primary Single Family Detached 951008089 NORTH XXXXX XXXXX XX 00000 Primary Single Family Detached 951008096 XXXXXXX XX 00000 Primary Single Family Detached 951008123 XXXXXXXXX XX 00000 Primary Single Family Detached 951008131 XXXXXXXXX XX 00000 Primary Condo Low-Rise Attached 951008137 XXXX XXXXX XX 00000 Primary Single Family Detached 951008143 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 951008210 XXXXXX XXXXX XX 00000 Primary Single Family Detached 951008225 XXXXXXXX XX 00000 Primary Single Family Detached 951008226 XXXX XX 00000 Primary Single Family Detached 951008230 XXXXXXXXXXXX XX 00000 Primary PUD Detached 951008251 XXXXX XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 951008278 XXXXXX XXXXX XX 00000 Primary PUD Detached 951008326 XXXXXXXXXXXX XX 00000 Primary Single Family Detached 951008334 XXXXXXX XX 00000 Primary Single Family Detached 951008386 XXXXX XX 00000 Non-owner PUD Detached 951008994 XXXXXX XX 00000 Primary Single Family Detached 951009001 XXXXXX XX 00000 Primary Single Family Detached 951009011 XXXX XXXXX XX 00000 Primary Single Family Detached 951009037 XXXXXX XX 00000 Primary 2-4 Units Detached 951009080 XXXXXXXX XX 00000 Primary Single Family Detached 951009089 XXXXXX XX 00000 Primary PUD Detached 951009119 XXXX XXXXX XX 00000 Primary Single Family Detached 951009163 XXXXXXXX XX 00000 Non-owner Single Family Detached 961077600 XXXXXXX XX 00000 Primary Single Family Detached 961078298 XXXXXXXXXXXX XX 00000 Non-owner Single Family Detached 961078325 XXXXXXXXX XX 00000 Non-owner Single Family Detached 961078387 XXXXXX XX 00000 Second Home Single Family Detached 961078393 XXXXXX XX 00000 Primary Single Family Detached 971000055 XXXXXXX XX 00000 Non-owner Single Family Detached 971000069 XXXXXX XX 00000 Primary Single Family Detached 971000095 XXXXXXXXXX XX 00000 Primary PUD Detached 971001092 XXXXXXXXX XX 00000 Primary Single Family Detached 971001110 XXXXX XX 00000 Primary Single Family Detached 971001144 XXXXXXXXX XX 00000 Primary Single Family Detached 971001149 XXXXXXXX XX 00000 Primary PUD Detached 971001359 XXXXXX XX 00000 Primary Single Family Detached 971001451 XXXXXXXXX XX 00000 Primary Single Family Detached 971001568 XXXXXX XXXX XX 00000 Primary PUD Detached 971001571 XXXXX XX 00000 Primary PUD Detached 971001574 XXXXXXX XX 00000 Primary Single Family Detached 971001579 XXXXXXX XX 00000 Primary PUD Detached 971001582 XXXXXXXXX XX 00000 Primary Single Family Detached 971001597 XXXXXX XX 00000 Non-owner Single Family Detached 971001606 XXXXX XX 00000 Primary PUD Detached 971001610 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 971001638 XXXXXXX XX 00000 Primary Condo High-Rise Attached 971001644 XXX XXXXX XX 00000 Primary Single Family Detached 971001671 XXXXXXX XX 00000 Primary PUD Detached 971001698 XXXXXXXX XX 00000 Primary PUD Detached 971001718 DESOTO TX 75115 Primary Single Family Detached 971001726 XXXXXXXXX XX 00000 Primary Single Family Detached 971001738 XXXXXXX XX 00000 Primary Single Family Detached 971001740 XXXXX XX 00000 Primary Single Family Detached 971001750 XXXXXXX XX 00000 Primary Single Family Detached 971001916 XXXXXXXXXX XX 00000 Primary Single Family Detached 971001918 XXXXX XX 00000 Primary Single Family Detached 971001942 XX XXXXXX XX 00000 Primary PUD Detached 971002011 XXXX XXXX XX 00000 Primary Single Family Detached 971002021 XXXXXX XXXXXXX XX 00000 Primary Single Family Detached 971002049 XXXXXXXXXXX XX 00000 Primary Single Family Detached 971002103 XXXXXXX XX 00000 Primary Single Family Detached 971002292 XXXXXXXX XX 00000 Primary Single Family Detached ------------------------------------------------------------------------------------------------------------------------------------------ 1,543 Group I ------------------------------------------------------------------------------------------------------------------------------------------ 111003651 CAPTAIN XXXX XX 00000 Primary Single Family Detached 111003711 XXXXXXXX XX 00000 Primary Single Family Detached 111003769 XXXXX XX 00000 Primary Single Family Detached 151045135 XXXXXXXXXX XXXXXXXX XX 00000 Primary Single Family Detached 151045172 XXXXXXX XX 00000 Primary 2-4 Units Attached 151045466 XXXXXX XX 00000 Primary Single Family Detached 151045553 XXXXX XXXXX XX 00000 Primary Single Family Detached 151045806 XXXXXXX XX 00000 Primary 2-4 Units Detached 161054776 XXXXXXX XX 00000 Primary Single Family Detached 161054914 XXXXXX XX 00000 Primary Single Family Detached 161054950 XXXXXXX XX 00000 Primary Single Family Detached 161055040 XXXXXXX XX 00000 Primary Condo Conversion Attached 161055071 XXXXXX XX 00000 Primary Single Family Attached 171043724 XXX XXXXX XX 00000 Primary PUD Detached 171044827 XXXXXX XX 00000 Primary Single Family Detached 171044913 XXXXXXX XX 00000 Primary PUD Detached 171044915 XX XXXX XX 00000 Primary Single Family Detached 171044972 XXXXXXXX XX 00000 Primary Single Family Detached 171044977 XXXXXX XX 00000 Primary Single Family Detached 171045110 XXXXXXX XXXXX XX 00000 Primary Single Family Detached 171045160 XXXXXX XX 00000 Primary PUD Detached 171045167 XXXXXX XX 00000 Primary PUD Detached 171045236 XXX XXXXX XX 00000 Primary Single Family Detached 171045251 XXX XXXXX XX 00000 Primary PUD Detached 171045273 XXXXXX XX 00000 Non-owner Single Family Detached 171045274 XXXXXX XX 00000 Non-owner Single Family Detached 171045425 XXXXXX XX 00000 Primary Single Family Detached 191039644 XXXXXXXX XX 00000 Primary Single Family Detached 191039723 XXXXXXXXX XX 00000 Primary Single Family Detached 191039983 XXXX XXXXXXX XX 00000 Primary PUD Detached 191040127 XXXXXXXX XX 00000 Primary PUD Detached 191040212 XXXXXXX XX 00000 Primary PUD Detached 191040256 XXXXX XX 00000 Primary Single Family Detached 191040303 XXX XXXXXX XX 00000 Primary Single Family Detached 211058150 XXXXXXX XX 00000 Primary Single Family Detached 211058194 XXXXXXXXXX XX 00000 Primary Single Family Detached 211058202 XXXX XXXXXXXXXX XX 00000 Primary Single Family Detached 211058234 XXXXXXXXXX XX 00000 Primary Single Family Attached 211058461 XXXXXXXX XX 00000 Primary Single Family Detached 211058564 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 211058614 XXXXXXXXXX XX 00000 Non-owner Condo Low-Rise Attached 211058820 XXXXXXXXXX XX 00000 Primary Single Family Detached 211058915 XXXXXX XXXXX XX 00000 Primary PUD Detached 211058949 XXXXXXXXX XX 00000 Primary Condo High-Rise Attached 211058992 XXXXXXXXXX XX 00000 Primary PUD Detached 211059007 XXXXXXXX XX 00000 Primary Single Family Detached 211059024 XXXXXXXXX XX 00000 Primary PUD Detached 211059033 POTOMAC MD 20854 Primary Single Family Detached 211059084 XXXXX XXXXXXXX XX 00000 Primary Single Family Detached 211059117 XXXXXXX XX 00000 Primary PUD Detached 211059141 XXXXXX XX 00000 Primary Single Family Detached 211059182 XXXXXXXXX XX 00000 Primary Single Family Detached 211059331 XXXXXXXX XX 00000 Primary Single Family Attached 211059386 XXXXXXXX XX 00000 Primary Single Family Detached 211059390 XXXXXXX XX 00000 Primary PUD Detached 211059398 XXXXX XXXX XX 00000 Primary Single Family Detached 211059432 XXXXXXXXXX XX 00000 Primary Single Family Attached 211059464 XXXXXXX XX 00000 Primary Single Family Detached 211059480 XXXXXXX XX 00000 Primary Single Family Detached 211059684 XXXXXXXX XXXXX XX 00000 Primary Condo Low-Rise Attached 211059859 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 231094035 XXXXXXXXX XX 00000 Primary Single Family Detached 231095479 XXXXXXXXX XXX XX 00000 Primary Single Family Detached 231095619 XXXXXXXXXX XX 00000 Primary Single Family Detached 231095845 XXXXXXX XX 00000 Primary Single Family Detached 231095872 SEA XXXXX XX 00000 Primary Single Family Detached 231095911 XXXX XX 00000 Primary Single Family Detached 231095952 XXXXXXXX XX 00000 Primary Condo Low-Rise Attached 231096006 XXXXX XXXXX XX 00000 Primary Single Family Detached 231096136 XXXXX XXXXXXXX XX 00000 Primary Single Family Detached 231096139 BUZZARDS XXX XX 00000 Primary Single Family Detached 231096180 XXXXXXX XX 00000 Primary Single Family Detached 231096200 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 231096207 XXXXXXXX XX 00000 Primary Single Family Detached 231096321 XXXXX XXXXX XX 00000 Primary Single Family Detached 231096370 XXXXXXXXXX XX 00000 Primary Single Family Detached 231096576 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 231096591 XXXXXXX XX 00000 Primary Single Family Detached 231096773 XXXXXXXXXX XXXXX XX 00000 Primary Single Family Detached 331056919 XXXXXXXXX XX 00000 Primary Single Family Detached 331057820 XXXXXX XXXXXX XX 00000 Primary Single Family Attached 331058695 XXXXXXX/XXX XXXX XX 00000 Primary Single Family Detached 331058699 XXXXXXXXXX XX 00000 Primary Single Family Detached 331058700 XXXXXX XX 00000 Non-owner 2-4 Units Attached 331058704 XXXXXXXXX XX 00000 Primary Single Family Detached 331058744 XXX XXXX XX 00000 Primary Condo High-Rise Attached 331058819 XXXXXXX XX 00000 Primary 2-4 Units Attached 331058876 XXXX XXXXXXX XX 00000 Primary 2-4 Units Detached 331059035 XXXXXX XX 00000 Primary 2-4 Units Detached 331059049 XXX XXXX XX 00000 Non-owner Condo Low-Rise Attached 331059050 XXXXXXXXX XX 00000 Primary Single Family Attached 331059059 XXXX XXXXXX XX 00000 Primary Single Family Detached 331059117 GREAT XXXXXXXXXX XX 00000 Primary Single Family Detached 331059148 XXXXXXX XX 00000 Primary Single Family Detached 331059172 XXXXXXXX XX 00000 Primary 2-4 Units Attached 331059239 XXXXXXXXXXX XX 00000 Primary Single Family Detached 331059272 XXXXXX XXXX XX 00000 Primary Single Family Detached 331059300 XXXXXXXXX XX 00000 Primary 2-4 Units Attached 331059331 COMMACK NY 11725 Primary Single Family Detached 331059398 XXXX XXXXXXX XX 00000 Primary Single Family Detached 331059545 XXXXXX XXXX XX 00000 Primary Single Family Detached 331059562 XXXXX XX 00000 Primary Single Family Detached 331059710 XXXXX XXXXXXXX XX 00000 Primary Single Family Detached 331060355 COLTS NECK NJ 07722 Primary Single Family Detached 331060387 XXXXXXXX XX 00000 Primary Single Family Detached 331060776 XXXXXXXX XX 00000 Primary Single Family Detached 341045704 XXXXXXXXXX XX 00000 Primary Single Family Detached 341045807 XXXXXXX XX 00000 Primary Single Family Detached 341045875 XXXX XXXX XX 00000 Second Home PUD Attached 371051001 XXXXXX XX 00000 Primary PUD Detached 371051332 XXXXX XX 00000 Primary Single Family Detached 371052232 XXXXX XX 00000 Primary 2-4 Units Detached 371052355 XXXXXXXXXXXX XX 00000 Primary PUD Detached 371052361 XXXXXX XX 00000 Primary Single Family Detached 411003719 XXXXXXX XX 00000 Primary Single Family Detached 411004816 XXXXXXXXXXXXX XX 00000 Primary Single Family Detached 411004991 XX XXXXX XX 00000 Primary Condo Low-Rise Attached 411005259 XXXXXXXXX XXXXXXXX XX 00000 Primary Single Family Detached 411005407 XXXXXX XX 00000 Primary Single Family Detached 411005432 XXXXXX XX 00000 Primary Single Family Detached 511060838 XXXXXX XXXX XX 00000 Primary Single Family Detached 511062549 XXXXX XXX XX 00000 Primary PUD Detached 511062563 XXXXXX XX 00000 Non-owner Single Family Detached 511063954 TRES PINOS CA 95075 Primary Single Family Detached 511064227 XXXXX XXXX XX 00000 Primary Single Family Detached 511064301 XXX XXXXXXXX XX 00000 Primary PUD Detached 511064469 XXXXXX XX 00000 Primary Single Family Detached 511064478 LA CANADA XXXXXXXXXX XX 00000 Primary Single Family Detached 511064537 XXXXXX XXXXX XXXXXXXXXX 00000 Primary Single Family Detached 511064750 XXXXXXXXX XX 00000 Primary Single Family Detached 511064806 XXXXXXX XX 00000 Primary 2-4 Units Detached 511064980 XXXXXX XX 00000 Primary PUD Detached 511065000 PALM XXXXX XXXXXXX XX 00000 Primary PUD Detached 511065064 XXXXXX XX 00000 Primary Single Family Detached 511065066 XXXXXXXXX XX 00000 Primary Single Family Detached 511065138 XXXXXXX XX 00000 Primary Single Family Detached 511065167 XXXXXXX XX 00000 Primary Single Family Detached 511065170 XXXXXXX XXXXX XX 00000 Primary Single Family Detached 511065185 XX XXXXXXX XX 00000 Primary Single Family Detached 511065246 XXXXXX XXXX XXXXX XX 00000 Second Home Single Family Detached 511065322 XXX XXXXXXX XX 00000 Primary Single Family Detached 511065411 XXXXXX XX 00000 Primary Single Family Detached 511065472 XXXXX XXXXX XX 00000 Primary Single Family Detached 511065492 XXX XXXXX XX 00000 Primary Single Family Detached 511065508 XXXXXXX XXXXXX XX 00000 Primary Single Family Detached 511065568 XXXXXXX XX 00000 Primary Single Family Detached 511065604 XXXXXXXX XX 00000 Primary Single Family Detached 511065610 XXXXXX XX 00000 Primary Single Family Detached 511065651 XXXXXX XXXXX XX 00000 Primary Single Family Detached 511065710 XXXXXX XXXXXX XX 00000 Primary Single Family Detached 511065738 XXXXXXX XX 00000 Primary Single Family Detached 511065769 XXXXX XXXXX XX 00000 Primary Single Family Detached 511065783 XXXXXXX XX 00000 Primary Single Family Detached 511065795 XXXXXX XX 00000 Primary Single Family Detached 511065827 XXXX XXXXX XX 00000 Primary Single Family Detached 511065913 SAFETY XXXXXX XX 00000 Primary Single Family Detached 511065966 XXXXXXXXX XX 00000 Primary Single Family Detached 511066040 XXXXXXX XX 00000 Primary Single Family Detached 511066125 XXX XXXXX XX 00000 Second Home Single Family Detached 511066177 XXXXXX XX 00000 Primary Single Family Detached 511066203 XXXXX XX 00000 Primary Single Family Detached 511066317 XXXX XXXXXX XX 00000 Primary PUD Detached 511066540 XXXXXXX XX 00000 Primary Single Family Detached 511066556 XXX XXXXXXX XX 00000 Primary Single Family Detached 511066770 XXXXXX XX 00000 Primary Single Family Detached 521058975 XXXXXXX XXXXX XX 00000 Second Home PUD Attached 521059899 XXXXXXXXX XX 00000 Primary Single Family Detached 521060174 HILTON XXXX XXXXXX XX 00000 Second Home Single Family Detached 521060313 XXXXXXXX XX 00000 Primary PUD Detached 521060558 GLEN XXXXX XX 00000 Primary Single Family Detached 521060768 XXXXX XXXX XX 00000 Primary Single Family Detached 551033237 XXXXXX XX 00000 Primary PUD Detached 551034166 XXXXXXXXXX XX 00000 Second Home Single Family Detached 551036184 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 551036537 ST XXXXX XXXX XX 00000 Primary Single Family Detached 551036845 XXXXXXXXXX XX 00000 Primary PUD Detached 551036938 XXXXXXXXX XX 00000 Primary Single Family Detached 551036997 XX XXXX XX 00000 Primary Single Family Detached 551037859 XXXXXXX XX 00000 Primary PUD Detached 551038049 XXXXX XX 00000 Primary PUD Detached 551038238 XXXXXX XX 00000 Primary Single Family Detached 551038471 XXXXXX XX 00000 Primary PUD Detached 551038645 FORT XXXXX XXXXX XX 00000 Second Home Condo High-Rise Attached 551038993 XXX XXXXXXX XX 00000 Second Home Single Family Detached 571009013 XXXXXXXXXX XX 00000 Non-owner 2-4 Units Attached 571009210 XXXXXXX XX 00000 Primary PUD Detached 581014207 EL XXXXXX XXXXX XX 00000 Primary PUD Detached 581018115 XXXXXXX XX 00000 Primary Single Family Detached 581020558 BENICIA CA 94510 Primary Single Family Detached 581021153 XXXXXXXXXXX XX 00000 Second Home Single Family Detached 581021349 XXXXXX XX 00000 Primary Single Family Detached 581021358 XXXXXXXX XX 00000 Primary Single Family Detached 581021386 XXXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 581021408 XXXXXXX XX 00000 Primary Single Family Detached 581021419 XXX XXXXXXX XX 00000 Primary Single Family Detached 581021445 XXXXXXXXX XX 00000 Primary Single Family Detached 581021449 XXXXX XX 00000 Primary Single Family Detached 581021476 XXXXXXX XX 00000 Primary Single Family Detached 581021497 XXXXXXXXXX XX 00000 Primary Single Family Detached 581021571 XXXXXXX XX 00000 Primary Single Family Detached 581021589 XXXXX XXXX XX 00000 Primary Single Family Detached 581021653 XXXXXX XX 00000 Primary Single Family Detached 581021706 XXX XXXXX XX 00000 Primary PUD Detached 581021722 XXXX XXXXXX XX 00000 Primary Single Family Detached 581021731 XXXXXXXXX XXXXXXX XX 00000 Primary Single Family Detached 581021786 XXXXXXXXX XX 00000 Primary Single Family Detached 581021798 XXXXXXX XX 00000 Primary Single Family Detached 581021827 XXXXXX XX 00000 Primary Single Family Detached 581021839 XXXXX XXXX XX 00000 Primary Single Family Detached 581021936 XXX XXXXXXXXX XX 00000 Primary Single Family Detached 581021942 XXX XXXXXX XX 00000 Primary Single Family Detached 581022008 XXXXXXXXX XX 00000 Primary Single Family Detached 581022037 XXXXXXXXX XX 00000 Primary PUD Detached 581022068 XXXXXXXX XX 00000 Primary PUD Detached 581022076 LOLETA CA 95551 Second Home Single Family Detached 581022126 XXXXXXXXX XX 00000 Primary Single Family Detached 581022566 XXXXXXXX XX 00000 Primary Single Family Detached 581022629 XXXXXXXX XX 00000 Primary Single Family Detached 581022632 XXXXXXXXX XX 00000 Primary Single Family Detached 581022647 XXXXXXXX XXXX XX 00000 Primary Single Family Detached 581022736 XXX XXXX XX 00000 Primary Single Family Detached 581022753 XXXXX XXXX XX 00000 Primary Single Family Detached 581022813 XXX XXXX XX 00000 Primary Single Family Detached 581022835 XXXXXXXX XX 00000 Primary Single Family Detached 581022842 XXX XXXXX XX 00000 Primary Single Family Detached 581022856 XXXXXXXXXXX XX 00000 Primary Single Family Detached 581022932 EL XXXXXX XXXXX XX 00000 Primary PUD Detached 581022954 XXXXXXXXX XX 00000 Primary Single Family Detached 581023023 XXXXXXXX XX 00000 Primary Single Family Detached 581023725 XXXXXXXX XX 00000 Primary Single Family Detached 581023852 XXXXXXXXX XX 00000 Primary Single Family Detached 661025760 XXXXXX XX 00000 Primary Single Family Detached 661025956 XXX XXXXXXX XX 00000 Primary Single Family Detached 661026118 XXXXXXXX XX 00000 Primary Single Family Detached 661026185 XXXXXXXXX XX 00000 Primary Single Family Detached 661026235 XXXXXX XX 00000 Primary Single Family Detached 661026375 XXXXXX XX 00000 Primary PUD Detached 661026547 XXXXXXXXX XX 00000 Primary Single Family Detached 661026580 XXX XXXXXXX XX 00000 Primary Single Family Detached 661026608 XXXXXXXX XX 00000 Primary Single Family Detached 661026664 XXXXXX XXXXX XX 00000 Primary PUD Detached 661026780 COVINA CA 91722 Primary Single Family Detached 661026783 XXXX XX 00000 Primary Single Family Detached 661026850 XXXXXX XX 00000 Primary Single Family Detached 661026874 XXXXXXX XXXXX XX 00000 Primary Single Family Detached 661026892 XXX XXXXXXX XX 00000 Primary Single Family Detached 661026904 XXXXXXX XX 00000 Primary Single Family Detached 661026917 XXXX XXXXXX XX 00000 Primary Single Family Detached 661026968 XXXX XXXXXX XX 00000 Primary Single Family Detached 661027020 XXXXX XXXXX XX 00000 Primary Single Family Detached 661027022 XXXX XXXXXX XX 00000 Primary Single Family Detached 661027075 XXXXX XXXXX XX 00000 Primary PUD Detached 661027077 XXXXXXXXXX XXXXX XX 00000 Primary Single Family Detached 661027113 XXXXXX XX 00000 Primary Single Family Detached 661027117 XXXXXXXX XX 00000 Primary Single Family Detached 661027161 XXXXXXXXXX XX 00000 Primary Single Family Detached 661027184 XXXXXXXX XX 00000 Primary Single Family Detached 661027246 XXX XXXXXXX XX 00000 Non-owner Single Family Detached 661027270 XXXXXXXXXX XX 00000 Primary Single Family Detached 661027296 XXX XXXXXXX XX 00000 Non-owner 2-4 Units Detached 661027345 XXXXX XXXXXXX XX 00000 Primary Single Family Detached 661027489 XXXXXX XXXXX XX 00000 Primary 2-4 Units Detached 831078311 XXX XXXXXXX XX 00000 Primary Single Family Detached 831078315 XXXXXXXXXXX XX 00000 Non-owner PUD Detached 831078363 XXXXXXXXXX XXXXX XX 00000 Primary Single Family Detached 831078391 LIGHTHOUSE XXXX XX 00000 Primary Single Family Detached 951005275 XXXXXXXXX XX 00000 Primary Single Family Detached 951007103 XXXXXXXXX XX 00000 Primary Single Family Detached 951007156 XXX XXXX XX 00000 Primary 2-4 Units Detached 951007369 SAINT XXXXXX XXXXXX XX 00000 Non-owner Single Family Detached 951007388 XXXXXXXX XX 00000 Primary 2-4 Units Detached 951007443 XXXXXXXXX XX 00000 Non-owner Single Family Detached 951007444 XXXXXXXXXX XXXXX XX 00000 Primary Single Family Detached 951007595 XXXXXXXXX XX 00000 Primary Single Family Detached 951007735 XXXXXXXX XX 00000 Primary PUD Detached 951007785 XXXXXXXX XX 00000 Primary Single Family Attached 951008013 XXXXX XX 00000 Primary PUD Detached 951008039 XXXXXXX XX 00000 Primary 2-4 Units Detached 951008078 XXXXXX XX 00000 Primary PUD Detached 951008122 XXX XXXX XX 00000 Primary Single Family Detached 961078392 XXXXXX XXXXX XX 00000 Primary Single Family Detached 971000068 XXXXXXXX XX 00000 Primary Single Family Detached 971001604 XXXXXXXXX XX 00000 Primary PUD Detached ------------------------------------------------------------------------------------------------------------------------------------------ 283 Group II ------------------------------------------------------------------------------------------------------------------------------------------ ------------------------------------------------------------------------------------------------------------------------------------------ 1,826 TOTAL ========================================================================================================================================== --------------------------------------------------------------------------------------------------------------------------------------------------------------- Loan Original Remaining LTV at Mortgage Rate 1st Payment Maturity Orginal Number Term Term Orginination Date Date Payment --------------------------------------------------------------------------------------------------------------------------------------------------------------- 061079604 360 354 90 9.32 5/1/2007 4/1/2037 1605.7 061082331 360 356 85.96 9.05 7/1/2007 6/1/2037 1868.19 061083303 360 356 89.99 10.975 7/1/2007 6/1/2037 1217.03 061083467 360 357 89.99 9.125 8/1/2007 7/1/2037 1244.72 061083549 360 357 89.99 9.275 8/1/2007 7/1/2037 1326.25 061083595 360 357 70 6.4 8/1/2007 7/1/2037 1213.33 061083628 360 357 59.46 12.3 8/1/2007 7/1/2037 1238.25 061083642 360 357 90 10.7 8/1/2007 7/1/2037 1112.88 061083660 360 357 90 10.45 8/1/2007 7/1/2037 899.65 061083675 360 357 85 10.5 8/1/2007 7/1/2037 1127.42 061083782 360 357 89.99 8.9 8/1/2007 7/1/2037 1542.87 061083852 360 357 90 10.625 8/1/2007 7/1/2037 1488.72 111003205 360 354 90 7.45 5/1/2007 4/1/2037 1628.16 111003530 360 356 80 9.39 7/1/2007 6/1/2037 3109.87 111003637 360 358 80 8.9 9/1/2007 8/1/2037 1441.11 111003663 360 358 61.63 9.55 9/1/2007 8/1/2037 2237.94 111003671 360 357 85 9.15 8/1/2007 7/1/2037 1802.12 111003678 360 358 62.6 6.375 9/1/2007 8/1/2037 2495.48 111003689 360 357 90 11.325 8/1/2007 7/1/2037 2534.44 111003691 360 358 62.5 7.8 9/1/2007 8/1/2037 3599.35 111003708 360 357 83.77 5.75 8/1/2007 7/1/2037 2255.63 111003714 360 358 65 7.11 9/1/2007 8/1/2037 2393.43 111003715 360 358 51.9 8.75 9/1/2007 8/1/2037 2037.55 111003747 360 358 80 7.45 9/1/2007 8/1/2037 1419.42 111003753 360 358 70.91 6.65 9/1/2007 8/1/2037 2242.67 111003851 360 358 80 9.45 9/1/2007 8/1/2037 2021.88 121054293 360 355 80 7.1 6/1/2007 5/1/2037 2231.15 121054995 360 356 80 9.45 7/1/2007 6/1/2037 964.46 151044429 360 356 73.3 7.55 7/1/2007 6/1/2037 1133.01 151044475 360 357 73.77 8.67 8/1/2007 7/1/2037 1757.24 151044530 360 357 90 8.85 8/1/2007 7/1/2037 1679 151044660 360 358 40 10.71 9/1/2007 8/1/2037 1209.62 151044710 360 356 90 9.65 7/1/2007 6/1/2037 2453.24 151044964 360 356 77.9 9.75 7/1/2007 6/1/2037 3349.21 151045043 360 357 85 8.07 8/1/2007 7/1/2037 1506.85 151045078 360 357 84.97 11.17 8/1/2007 7/1/2037 2174.09 151045192 360 356 80 10.65 7/1/2007 6/1/2037 925.97 151045306 360 357 90 7.9 8/1/2007 7/1/2037 1857.11 151045356 360 357 75 11.75 8/1/2007 7/1/2037 2717.84 151045410 360 357 85 10.72 8/1/2007 7/1/2037 1939.28 151045421 360 357 90 10.05 8/1/2007 7/1/2037 637.43 151045524 360 358 84.62 8.25 9/1/2007 8/1/2037 826.44 151045558 360 357 80 7.2 8/1/2007 7/1/2037 1653.63 151045579 360 357 80 11.55 8/1/2007 7/1/2037 1400.1 151045608 360 358 79.43 10.15 9/1/2007 8/1/2037 2470.52 151045613 360 357 85 10.475 8/1/2007 7/1/2037 1258.05 151045629 360 357 85 8.05 8/1/2007 7/1/2037 2139.14 151045647 360 357 70 11.95 8/1/2007 7/1/2037 1865.07 151045656 360 357 90 7.9 8/1/2007 7/1/2037 654.12 151045666 360 358 49.12 9.6 9/1/2007 8/1/2037 1187.42 151045670 360 358 85 10.45 9/1/2007 8/1/2037 2826.39 151045671 360 357 70 8.5 8/1/2007 7/1/2037 2292.9 151045679 360 358 49.5 11.2 9/1/2007 8/1/2037 967.47 151045701 360 358 49.06 7.45 9/1/2007 8/1/2037 999.08 151045713 360 357 79.7 7.7 8/1/2007 7/1/2037 1724.74 151045726 360 357 77.35 9.75 8/1/2007 7/1/2037 2181.74 151045775 360 358 90 9.22 9/1/2007 8/1/2037 2030.74 151045785 360 357 90 8.95 8/1/2007 7/1/2037 3316.25 151045793 360 358 80 9.72 9/1/2007 8/1/2037 1851.02 151045836 360 358 89.27 9.55 9/1/2007 8/1/2037 4636.33 151045860 360 357 90 8.55 8/1/2007 7/1/2037 2406.62 151045883 360 358 68.57 9.9 9/1/2007 8/1/2037 1595.53 151045896 360 358 85 8.225 9/1/2007 8/1/2037 1624.56 151045901 360 358 85 7.45 9/1/2007 8/1/2037 2040.42 151045917 360 358 90 8.67 9/1/2007 8/1/2037 1644.77 151045945 360 358 75 7.25 9/1/2007 8/1/2037 2038.95 151046006 360 358 90 9 9/1/2007 8/1/2037 1457.87 151046009 360 358 90 11.65 9/1/2007 8/1/2037 613.07 151046036 360 358 87.5 6.8 9/1/2007 8/1/2037 912.7 151046039 360 358 90 9.4 9/1/2007 8/1/2037 2625.74 161054388 360 357 59.52 12.3 8/1/2007 7/1/2037 1051.76 161054446 360 357 72.5 10.2 8/1/2007 7/1/2037 621.1 161054485 360 357 90 10.825 8/1/2007 7/1/2037 2662.42 161054532 360 356 80 11.2 7/1/2007 6/1/2037 1021.64 161054675 360 357 51.81 7.02 8/1/2007 7/1/2037 1339.2 161054769 360 357 85 8.12 8/1/2007 7/1/2037 1668.4 161054788 360 357 85 6.9 8/1/2007 7/1/2037 2071.3 161054803 360 357 90 11.65 8/1/2007 7/1/2037 1126.97 161054812 360 357 90 12 8/1/2007 7/1/2037 546.19 161054816 360 357 55 8.65 8/1/2007 7/1/2037 857.53 161054834 360 357 85 10.65 8/1/2007 7/1/2037 3148.31 161054849 360 357 90 9.35 8/1/2007 7/1/2037 2831.89 161054861 360 358 66.67 10.5 9/1/2007 8/1/2037 914.74 161054942 360 358 57.32 10.55 9/1/2007 8/1/2037 2097.45 161054958 360 357 63.93 8.9 8/1/2007 7/1/2037 1452.93 161054965 360 358 69.31 9.99 9/1/2007 8/1/2037 2969.26 161054966 360 358 84.92 8.3 9/1/2007 8/1/2037 2083.21 161054969 360 357 90 7.55 8/1/2007 7/1/2037 2118.46 161054970 360 358 62.43 8.135 9/1/2007 8/1/2037 1226.28 161054975 360 357 90 9.5 8/1/2007 7/1/2037 1509.14 161054979 360 358 90 9.8 9/1/2007 8/1/2037 2717.91 161054995 360 357 90 11.05 8/1/2007 7/1/2037 3287.08 161055003 360 358 75 7.85 9/1/2007 8/1/2037 1990.98 161055010 360 358 75 11 9/1/2007 8/1/2037 1135.65 161055029 360 358 74.97 11.7 9/1/2007 8/1/2037 2066.38 161055035 360 358 80 7.62 9/1/2007 8/1/2037 1471.5 161055050 360 358 59.89 10.9 9/1/2007 8/1/2037 1058.15 161055055 360 358 83.21 6.8 9/1/2007 8/1/2037 1518.99 161055056 360 357 85 9.99 8/1/2007 7/1/2037 2645.84 161055068 360 358 84.85 9.3 9/1/2007 8/1/2037 2313.68 171044316 360 356 87.96 8.1 7/1/2007 6/1/2037 1305.56 171044403 360 357 66.04 7.5 8/1/2007 7/1/2037 1223.63 171044562 360 356 75 11.45 7/1/2007 6/1/2037 1109.79 171044577 360 358 89.7 10.175 9/1/2007 8/1/2037 1317.99 171044628 360 356 69.33 6.8 7/1/2007 6/1/2037 1524.71 171044699 360 356 90 6.9 7/1/2007 6/1/2037 1972.83 171044759 360 357 80 12.2 8/1/2007 7/1/2037 709.94 171044812 360 358 85 8.4 9/1/2007 8/1/2037 1516.53 171044849 360 358 90 8.6 9/1/2007 8/1/2037 1863.93 171044852 360 358 90 9.85 9/1/2007 8/1/2037 1921.79 171044876 360 357 85 9.2 8/1/2007 7/1/2037 1437.86 171044918 360 358 71.43 9.7 9/1/2007 8/1/2037 855.48 171044924 360 358 84.59 10.15 9/1/2007 8/1/2037 1180.16 171044970 360 357 85 7.05 8/1/2007 7/1/2037 1158.05 171044994 360 357 90 9.1 8/1/2007 7/1/2037 1828.28 171044997 360 358 90 10.9 9/1/2007 8/1/2037 3366.57 171045018 360 357 84.16 7.3 8/1/2007 7/1/2037 1593.12 171045019 360 357 90 9.2 8/1/2007 7/1/2037 2976.75 171045020 360 357 66.67 9.91 8/1/2007 7/1/2037 1296.81 171045042 360 357 65 6.9 8/1/2007 7/1/2037 772.26 171045044 360 357 80 8.99 8/1/2007 7/1/2037 1447.03 171045054 360 358 85 7.9 9/1/2007 8/1/2037 1169.29 171045058 360 357 85 9.35 8/1/2007 7/1/2037 1638.17 171045063 360 358 78.88 7.588 9/1/2007 8/1/2037 1051.49 171045068 360 357 83.54 7.65 8/1/2007 7/1/2037 2151.26 171045070 360 357 90 7.9 8/1/2007 7/1/2037 1873.29 171045075 360 357 90 7.8 8/1/2007 7/1/2037 1517 171045076 360 357 79.72 9.35 8/1/2007 7/1/2037 910.19 171045079 360 357 85 7.25 8/1/2007 7/1/2037 1926.32 171045117 360 357 89.08 8.05 8/1/2007 7/1/2037 1393.73 171045118 360 357 80 7.25 8/1/2007 7/1/2037 946.71 171045124 360 358 80 7.9 9/1/2007 8/1/2037 2358.06 171045164 360 358 80 9.75 9/1/2007 8/1/2037 1099.72 171045175 360 358 90 7.5 9/1/2007 8/1/2037 1642.2 171045181 360 358 81.75 7.9 9/1/2007 8/1/2037 1564.43 171045182 360 358 90 8.65 9/1/2007 8/1/2037 2412.26 171045200 360 357 88.73 7.75 8/1/2007 7/1/2037 2131.35 171045209 360 358 75 7.865 9/1/2007 8/1/2037 1203.64 171045214 360 358 85 8.05 9/1/2007 8/1/2037 1637.64 171045262 360 358 85 9.75 9/1/2007 8/1/2037 1531.3 171045266 360 358 67.86 9.65 9/1/2007 8/1/2037 1618.46 171045279 360 358 80 7.9 9/1/2007 8/1/2037 1308.25 171045294 360 358 80 7.75 9/1/2007 8/1/2037 1432.82 171045312 360 358 80 8.15 9/1/2007 8/1/2037 1354.5 171045319 360 358 70 9.55 9/1/2007 8/1/2037 1095.17 171045329 360 357 71.46 8.35 8/1/2007 7/1/2037 2790.57 171045332 360 358 62.4 8.45 9/1/2007 8/1/2037 1115.05 171045354 360 358 86.38 8.65 9/1/2007 8/1/2037 1344.4 171045360 360 358 80 8.225 9/1/2007 8/1/2037 1851.85 171045366 360 358 85 8.85 9/1/2007 8/1/2037 1453.23 171045371 360 358 77.38 8.65 9/1/2007 8/1/2037 1187.31 171045382 360 358 61.92 8.15 9/1/2007 8/1/2037 1382.14 171045391 360 358 80 9.95 9/1/2007 8/1/2037 2083.33 171045405 360 358 82.69 8.45 9/1/2007 8/1/2037 1567.98 171045410 360 358 83.27 8.8 9/1/2007 8/1/2037 1655.64 171045491 360 358 70 6.7 9/1/2007 8/1/2037 1146.15 191039000 360 355 90 9.05 6/1/2007 5/1/2037 1971.26 191039187 360 355 75 6.55 6/1/2007 5/1/2037 1033.73 191039211 360 356 61.4 7.5 7/1/2007 6/1/2037 1468.35 191039410 360 356 89.81 9.15 7/1/2007 6/1/2037 1833.96 191039553 360 356 71.31 7.7 7/1/2007 6/1/2037 1426.35 191039659 360 356 74.79 8.25 7/1/2007 6/1/2037 1949.6 191039696 360 358 90 9.2 9/1/2007 8/1/2037 1628.66 191039707 360 357 85 7.85 8/1/2007 7/1/2037 1758.9 191039761 360 357 90 8.8 8/1/2007 7/1/2037 1269.84 191039796 360 356 85 8.3 7/1/2007 6/1/2037 2758.74 191039802 360 357 85 9.75 8/1/2007 7/1/2037 1691.39 191039846 360 358 79.32 7.8 9/1/2007 8/1/2037 1552.83 191039858 360 357 85 10.3 8/1/2007 7/1/2037 2642.16 191039867 360 357 80 8.65 8/1/2007 7/1/2037 1310.37 191039884 360 358 78.49 8.75 9/1/2007 8/1/2037 1536.32 191039934 360 358 90 7.85 9/1/2007 8/1/2037 2462.69 191039961 360 357 90 9 8/1/2007 7/1/2037 2553.35 191039964 360 357 80 9.65 8/1/2007 7/1/2037 1972.2 191039974 360 357 70 7.1 8/1/2007 7/1/2037 1053.57 191039979 360 358 80 8.874 9/1/2007 8/1/2037 1813.91 191039994 360 357 80 8.85 8/1/2007 7/1/2037 2318.05 191040001 360 358 90 8.8 9/1/2007 8/1/2037 1416.88 191040005 360 357 90 8.75 8/1/2007 7/1/2037 1925.84 191040022 360 357 85 7.99 8/1/2007 7/1/2037 1499.46 191040023 360 357 75.8 7.6 8/1/2007 7/1/2037 1571.73 191040054 360 357 79.52 8.35 8/1/2007 7/1/2037 1000.97 191040114 360 358 69.9 9.225 9/1/2007 8/1/2037 1275.68 191040142 360 357 90 9.85 8/1/2007 7/1/2037 1959.48 191040153 360 357 85 10.7 8/1/2007 7/1/2037 1224.12 191040157 360 358 74.08 8.1 9/1/2007 8/1/2037 1649.21 191040166 360 358 85 9.1 9/1/2007 8/1/2037 2450.17 191040178 360 358 80 9.8 9/1/2007 8/1/2037 1145.84 191040181 360 357 88.3 5.85 8/1/2007 7/1/2037 2138.72 191040205 360 358 80 9.15 9/1/2007 8/1/2037 1663.5 191040246 360 357 90 9.85 8/1/2007 7/1/2037 1111.3 191040250 360 358 50 7.4 9/1/2007 8/1/2037 806.42 191040259 360 358 65 8.55 9/1/2007 8/1/2037 979.09 191040262 360 358 90 7.25 9/1/2007 8/1/2037 1721.12 191040304 360 358 85 6.8 9/1/2007 8/1/2037 1440.75 191040309 360 358 79.96 7 9/1/2007 8/1/2037 1106.51 191040328 360 358 75 7.85 9/1/2007 8/1/2037 1844.5 191040365 360 358 90 8.35 9/1/2007 8/1/2037 2162.99 191040368 360 358 69.81 7.95 9/1/2007 8/1/2037 2451.6 191040370 360 358 59.43 6.65 9/1/2007 8/1/2037 1196.09 191040391 360 357 85 10.55 8/1/2007 7/1/2037 1405.27 191040394 360 357 85 10.6 8/1/2007 7/1/2037 2430.06 191040451 360 358 85 8.1 9/1/2007 8/1/2037 1857.33 191040463 360 358 90 6.9 9/1/2007 8/1/2037 1457.52 191040499 360 358 85 8.1 9/1/2007 8/1/2037 1463.64 211057120 360 357 85 8.35 8/1/2007 7/1/2037 1934.68 211057506 360 357 76.31 9.99 8/1/2007 7/1/2037 2103.93 211057914 360 357 90 9.225 8/1/2007 7/1/2037 1241.15 211058010 360 357 90 10.85 8/1/2007 7/1/2037 846.91 211058201 360 357 69.45 9.1 8/1/2007 7/1/2037 1464.16 211058263 360 357 80 8.925 8/1/2007 7/1/2037 1278.77 211058376 360 357 56.25 10.925 8/1/2007 7/1/2037 1277.99 211058467 360 358 70.97 8 9/1/2007 8/1/2037 807.14 211058476 360 357 85 10.65 8/1/2007 7/1/2037 1243.58 211058502 360 357 85 12.17 8/1/2007 7/1/2037 2125.1 211058507 360 358 90 11.95 9/1/2007 8/1/2037 648.37 211058523 360 357 90 9.52 8/1/2007 7/1/2037 1955.85 211058551 360 357 90 8.1 8/1/2007 7/1/2037 2087.4 211058632 360 357 90 9.99 8/1/2007 7/1/2037 2122.6 211058698 360 358 85 11.825 9/1/2007 8/1/2037 621.28 211058737 360 357 80 6.5 8/1/2007 7/1/2037 1638 211058755 360 357 78.95 8.75 8/1/2007 7/1/2037 2360.1 211058804 360 358 85 9.65 9/1/2007 8/1/2037 1230.88 211058842 360 358 80 8.8 9/1/2007 8/1/2037 973.62 211058853 360 357 85 9.47 8/1/2007 7/1/2037 1671.81 211058894 360 357 85 10.72 8/1/2007 7/1/2037 2168.83 211058904 360 357 80 8.9 8/1/2007 7/1/2037 2221.71 211058925 360 358 90 10.6 9/1/2007 8/1/2037 763.6 211058977 360 357 80 11 8/1/2007 7/1/2037 895.18 211058994 360 358 90 11.12 9/1/2007 8/1/2037 2206.42 211058998 360 357 79.01 9 8/1/2007 7/1/2037 2695.49 211059002 360 357 80 9.89 8/1/2007 7/1/2037 1001.61 211059018 360 358 90 9.275 9/1/2007 8/1/2037 2767.75 211059022 360 357 60.38 7.99 8/1/2007 7/1/2037 1172.91 211059030 360 357 90 10.85 8/1/2007 7/1/2037 1312.7 211059032 360 358 80 8.15 9/1/2007 8/1/2037 1333.69 211059056 360 358 85 7.825 9/1/2007 8/1/2037 1171.52 211059072 360 358 85 8.9 9/1/2007 8/1/2037 2758.76 211059077 360 357 90 9 8/1/2007 7/1/2037 1263.02 211059078 360 358 85 10.2 9/1/2007 8/1/2037 1706.69 211059079 360 357 80 9.15 8/1/2007 7/1/2037 1513.45 211059093 360 357 80 7.5 8/1/2007 7/1/2037 2405.3 211059094 360 357 90 9.925 8/1/2007 7/1/2037 1161.55 211059099 360 358 80 10.55 9/1/2007 8/1/2037 1065.44 211059112 360 357 90 10.257 8/1/2007 7/1/2037 2151.69 211059119 360 357 89.92 9.85 8/1/2007 7/1/2037 1005.11 211059137 360 358 80 11.05 9/1/2007 8/1/2037 1070.84 211059151 360 358 89.43 9.35 9/1/2007 8/1/2037 1298.84 211059164 360 358 69.78 9.5 9/1/2007 8/1/2037 2640.28 211059165 360 357 87.1 8.75 8/1/2007 7/1/2037 2124.09 211059170 360 358 76.22 8.8 9/1/2007 8/1/2037 1856.5 211059176 360 358 85 10.17 9/1/2007 8/1/2037 2005.08 211059180 360 358 80 8.99 9/1/2007 8/1/2037 1697.84 211059189 360 358 85 7.47 9/1/2007 8/1/2037 1301.33 211059191 180 177 72.73 7.92 8/1/2007 7/1/2022 1902.08 211059205 180 178 34.88 9.7 9/1/2007 8/1/2022 1064.78 211059236 360 358 73.93 6.3 9/1/2007 8/1/2037 1553.62 211059264 360 358 74.07 9.45 9/1/2007 8/1/2037 794.68 211059270 360 358 63.64 9.65 9/1/2007 8/1/2037 1073.29 211059279 360 358 76.73 8.675 9/1/2007 8/1/2037 1211.09 211059292 360 357 67.74 9.3 8/1/2007 7/1/2037 834.26 211059293 360 357 90 11.9 8/1/2007 7/1/2037 615.62 211059318 360 358 90 8.95 9/1/2007 8/1/2037 1766.27 211059344 360 358 65 9.65 9/1/2007 8/1/2037 3100.62 211059346 360 357 81.12 8.5 8/1/2007 7/1/2037 1503.23 211059353 360 357 90 10.45 8/1/2007 7/1/2037 2746.67 211059363 360 357 83.14 9.5 8/1/2007 7/1/2037 2135.77 211059368 360 358 83.19 9.6 9/1/2007 8/1/2037 2391.81 211059370 360 358 80 9.08 9/1/2007 8/1/2037 2379.29 211059378 360 357 80 9.45 8/1/2007 7/1/2037 1239.07 211059401 180 178 75 7.6 9/1/2007 8/1/2022 1280.14 211059402 360 357 54.69 7.55 8/1/2007 7/1/2037 1158.1 211059414 360 358 80 8.1 9/1/2007 8/1/2037 1868.4 211059416 360 358 85 8.5 9/1/2007 8/1/2037 1099.67 211059428 360 358 85 6.945 9/1/2007 8/1/2037 1352.5 211059448 360 358 80 8.85 9/1/2007 8/1/2037 2309.89 211059459 360 358 85 9.72 9/1/2007 8/1/2037 1908.46 211059476 360 358 51.81 10.21 9/1/2007 8/1/2037 893.13 211059479 360 358 90 9.99 9/1/2007 8/1/2037 1092.97 211059485 360 358 79.6 7.2 9/1/2007 8/1/2037 2544.04 211059486 360 358 72.7 8.3 9/1/2007 8/1/2037 2046.07 211059488 360 358 61.86 8.4 9/1/2007 8/1/2037 2285.51 211059490 360 358 80 9.4 9/1/2007 8/1/2037 1733.82 211059491 360 358 70.43 8.25 9/1/2007 8/1/2037 1851.87 211059493 360 358 75 9.45 9/1/2007 8/1/2037 1381.39 211059501 360 358 60.98 8.825 9/1/2007 8/1/2037 1188.09 211059505 360 358 73.33 9 9/1/2007 8/1/2037 2124.2 211059509 360 358 90 8.01 9/1/2007 8/1/2037 2662.43 211059523 360 358 89.45 9.02 9/1/2007 8/1/2037 1901.34 211059529 360 358 85 9.35 9/1/2007 8/1/2037 2511 211059541 360 358 51.93 8.838 9/1/2007 8/1/2037 1387.74 211059546 360 357 63.6 9 8/1/2007 7/1/2037 1166.7 211059551 360 358 80 9.85 9/1/2007 8/1/2037 628.49 211059579 360 358 83.33 9.5 9/1/2007 8/1/2037 2875.35 211059580 360 358 90 9.2 9/1/2007 8/1/2037 2335.39 211059581 360 358 80 11.27 9/1/2007 8/1/2037 2140.12 211059583 360 358 41.08 7.17 9/1/2007 8/1/2037 1401.59 211059609 360 358 80 7.85 9/1/2007 8/1/2037 1070.54 211059637 360 358 83.33 8.72 9/1/2007 8/1/2037 1472.45 211059638 360 358 90 8.4 9/1/2007 8/1/2037 1371.31 211059647 360 358 79.22 9.8 9/1/2007 8/1/2037 1315.81 211059651 360 358 79.43 8.5 9/1/2007 8/1/2037 2038 211059658 360 358 85 10.8 9/1/2007 8/1/2037 1752.64 211059659 360 358 65.65 8.15 9/1/2007 8/1/2037 1695.4 211059669 360 358 90 9.8 9/1/2007 8/1/2037 1475.44 211059672 360 358 68.75 8.95 9/1/2007 8/1/2037 881.13 211059697 360 358 52.36 8.7 9/1/2007 8/1/2037 783.13 211059723 360 358 60.33 6.92 9/1/2007 8/1/2037 1366.7 211059743 360 358 47.74 9.2 9/1/2007 8/1/2037 999.23 211059744 360 358 69.57 9.45 9/1/2007 8/1/2037 669.77 211059751 360 358 89.5 8.01 9/1/2007 8/1/2037 2665.83 211059769 360 358 84.98 8.45 9/1/2007 8/1/2037 2035.89 211059773 360 358 80 11.15 9/1/2007 8/1/2037 963.67 211059813 360 358 63.1 8.15 9/1/2007 8/1/2037 1872.47 211059921 360 358 90 10.77 9/1/2007 8/1/2037 2263.6 231091632 360 355 74.57 8.19 6/1/2007 5/1/2037 2562.39 231093803 360 358 84.55 10 9/1/2007 8/1/2037 1560.73 231093873 360 357 85 10.35 8/1/2007 7/1/2037 1190.73 231094240 360 357 70 6.4 8/1/2007 7/1/2037 1868.83 231094311 360 358 63.03 9.95 9/1/2007 8/1/2037 1470.74 231094489 360 357 90 11.9 8/1/2007 7/1/2037 1029.09 231094511 360 357 69.57 7.9 8/1/2007 7/1/2037 1163.03 231094571 360 357 76.92 10.3 8/1/2007 7/1/2037 899.82 231094572 360 358 90 12.15 9/1/2007 8/1/2037 627.22 231094590 360 356 90 9.1 7/1/2007 6/1/2037 2265 231094599 360 358 90 9.55 9/1/2007 8/1/2037 2128.15 231094720 360 358 85 9.25 9/1/2007 8/1/2037 1503.44 231094768 360 358 75 7.6 9/1/2007 8/1/2037 1090.89 231094777 360 358 61.9 11.15 9/1/2007 8/1/2037 626.39 231094791 360 357 90 11.75 8/1/2007 7/1/2037 1907.78 231094851 360 357 89.8 9.99 8/1/2007 7/1/2037 2971.13 231094939 360 357 77 10.55 8/1/2007 7/1/2037 1131.57 231094940 360 358 76.34 9.99 9/1/2007 8/1/2037 838.3 231095037 360 358 80 11.3 9/1/2007 8/1/2037 1716.11 231095117 360 358 80 8.4 9/1/2007 8/1/2037 1915.31 231095124 360 357 89.19 9.99 8/1/2007 7/1/2037 1446.77 231095130 360 357 90 8.9 8/1/2007 7/1/2037 2045.43 231095266 360 358 90 8.15 9/1/2007 8/1/2037 1909 231095274 360 357 85 10.6 8/1/2007 7/1/2037 1097.45 231095277 360 358 66.67 10.25 9/1/2007 8/1/2037 896.1 231095332 360 358 90 8.67 9/1/2007 8/1/2037 1616.66 231095374 360 357 75 7.195 8/1/2007 7/1/2037 1679.16 231095388 360 358 80 9.2 9/1/2007 8/1/2037 1938.66 231095396 360 357 84.96 9.97 8/1/2007 7/1/2037 1784.98 231095400 360 357 90 10.75 8/1/2007 7/1/2037 1491.24 231095429 360 358 84.89 10.35 9/1/2007 8/1/2037 3313.91 231095447 360 357 90 11.65 8/1/2007 7/1/2037 1577.76 231095465 360 357 73.45 10.25 8/1/2007 7/1/2037 1434.88 231095486 360 358 68.95 9.99 9/1/2007 8/1/2037 1178.9 231095515 360 358 69.96 7.45 9/1/2007 8/1/2037 1182.85 231095520 360 357 64.41 7.95 8/1/2007 7/1/2037 1313.97 231095525 360 358 71.5 7.675 9/1/2007 8/1/2037 1870 231095583 360 357 90 9.55 8/1/2007 7/1/2037 1178.08 231095586 360 358 80 9.5 9/1/2007 8/1/2037 1722.07 231095597 360 357 79.22 9.82 8/1/2007 7/1/2037 3406.94 231095631 360 358 85 11.22 9/1/2007 8/1/2037 2017.91 231095656 360 357 85 9.15 8/1/2007 7/1/2037 3015.09 231095661 360 358 45 11.65 9/1/2007 8/1/2037 1005.26 231095675 360 358 90 9.42 9/1/2007 8/1/2037 1773.59 231095684 360 358 89.47 10.5 9/1/2007 8/1/2037 933.03 231095733 360 357 70 10.05 8/1/2007 7/1/2037 1005.53 231095734 360 358 55.56 10.75 9/1/2007 8/1/2037 466.74 231095736 360 357 90 8.89 8/1/2007 7/1/2037 1756.77 231095738 360 358 90 11.8 9/1/2007 8/1/2037 1536.58 231095749 360 358 88.57 12.2 9/1/2007 8/1/2037 1044.03 231095755 360 357 85 9.5 8/1/2007 7/1/2037 850.52 231095786 360 358 85 10.29 9/1/2007 8/1/2037 2086.31 231095808 360 357 85 8.1 8/1/2007 7/1/2037 1547.27 231095816 360 357 90 7.85 8/1/2007 7/1/2037 2473.81 231095849 360 357 90 9.7 8/1/2007 7/1/2037 1647.66 231095850 360 357 89.8 9.75 8/1/2007 7/1/2037 3456.38 231095878 360 358 76.09 6.87 9/1/2007 8/1/2037 1149.04 231095898 360 357 80 8.8 8/1/2007 7/1/2037 1327.66 231095902 360 358 85 9.58 9/1/2007 8/1/2037 1979.15 231095912 360 358 89.11 10.6 9/1/2007 8/1/2037 754.38 231095917 360 357 85 6.75 8/1/2007 7/1/2037 1871.98 231095934 360 358 79.46 9.95 9/1/2007 8/1/2037 3110.97 231095935 360 357 88.67 8.4 8/1/2007 7/1/2037 1646.88 231095953 360 358 85 7.99 9/1/2007 8/1/2037 1960.05 231095961 360 358 73.77 8.45 9/1/2007 8/1/2037 1033.25 231095972 360 357 90 8.35 8/1/2007 7/1/2037 2112.1 231095996 360 358 90 10.7 9/1/2007 8/1/2037 1146.35 231095997 360 358 80 7.65 9/1/2007 8/1/2037 2066.11 231096003 360 357 90 9.35 8/1/2007 7/1/2037 3008.88 231096004 360 357 50 8.45 8/1/2007 7/1/2037 857.73 231096021 360 358 62.72 8.275 9/1/2007 8/1/2037 1252.93 231096054 360 357 85 8.17 8/1/2007 7/1/2037 1727.41 231096061 360 358 90 8.9 9/1/2007 8/1/2037 1435.39 231096076 360 357 90 10.45 8/1/2007 7/1/2037 1529.12 231096079 360 358 90 7.87 9/1/2007 8/1/2037 1474.09 231096094 360 357 90 6.8 8/1/2007 7/1/2037 2021.41 231096107 360 358 80 7 9/1/2007 8/1/2037 2069.81 231096116 360 358 65 7.32 9/1/2007 8/1/2037 1607.42 231096123 360 358 85 7.9 9/1/2007 8/1/2037 1259.06 231096131 360 358 75 10.8 9/1/2007 8/1/2037 2179.09 231096138 360 358 80 8.82 9/1/2007 8/1/2037 1741.75 231096143 360 358 90 9.92 9/1/2007 8/1/2037 1874.95 231096155 360 358 75 6.85 9/1/2007 8/1/2037 1992.04 231096157 240 238 89.39 7.99 9/1/2007 8/1/2027 3063.27 231096165 360 358 75 8.1 9/1/2007 8/1/2037 1138.9 231096176 360 357 85 9.9 8/1/2007 7/1/2037 1086.96 231096179 360 358 90 9.75 9/1/2007 8/1/2037 1933.1 231096188 360 358 32.47 9.31 9/1/2007 8/1/2037 1033.78 231096198 360 357 90 8.15 8/1/2007 7/1/2037 2352.95 231096210 360 358 70 7.625 9/1/2007 8/1/2037 3129.76 231096217 360 358 70 8.5 9/1/2007 8/1/2037 1291.77 231096236 360 358 89.09 8.5 9/1/2007 8/1/2037 1584.82 231096254 360 358 90 10.9 9/1/2007 8/1/2037 1118.2 231096256 360 358 57.81 6.656 9/1/2007 8/1/2037 1026.13 231096296 360 358 90 8.65 9/1/2007 8/1/2037 2211.24 231096300 360 358 80 9 9/1/2007 8/1/2037 634.04 231096336 360 358 80 8 9/1/2007 8/1/2037 1412.87 231096343 360 358 90 10.95 9/1/2007 8/1/2037 1878.12 231096344 360 358 85 7.82 9/1/2007 8/1/2037 1670.61 231096346 360 358 80 7.6 9/1/2007 8/1/2037 1412.15 231096361 360 358 69.77 7.1 9/1/2007 8/1/2037 2016.1 231096367 360 358 59.85 6.99 9/1/2007 8/1/2037 1953 231096385 360 358 64.58 8.1 9/1/2007 8/1/2037 1296.31 231096394 360 358 85 7.95 9/1/2007 8/1/2037 2627.59 231096395 360 358 70 9.331 9/1/2007 8/1/2037 2609.94 231096405 360 358 90 9.6 9/1/2007 8/1/2037 2748.04 231096424 360 358 77.42 9.45 9/1/2007 8/1/2037 1004.65 231096425 360 358 85 10.5 9/1/2007 8/1/2037 1244.05 231096476 360 358 80 10.425 9/1/2007 8/1/2037 1178.24 231096499 360 358 89.97 9.8 9/1/2007 8/1/2037 3019.9 231096508 360 358 90 8.75 9/1/2007 8/1/2037 1956.4 231096518 360 358 80 8.87 9/1/2007 8/1/2037 1717.82 231096519 360 358 83.07 7.75 9/1/2007 8/1/2037 1898.49 231096527 360 358 90 9.925 9/1/2007 8/1/2037 1059.52 231096534 360 358 90 10.7 9/1/2007 8/1/2037 803.28 231096550 360 358 76.54 7.55 9/1/2007 8/1/2037 2063.66 231096551 360 358 85 8.45 9/1/2007 8/1/2037 1789.06 231096559 360 358 90 9.4 9/1/2007 8/1/2037 2325.65 231096573 360 358 77.09 10.5 9/1/2007 8/1/2037 1600.79 231096582 360 358 80 8.4 9/1/2007 8/1/2037 2089.43 231096613 360 358 85 9.99 9/1/2007 8/1/2037 1826 231096634 360 358 65 6.55 9/1/2007 8/1/2037 2663.75 231096641 360 358 90 8.9 9/1/2007 8/1/2037 2668.3 231096653 360 358 59.52 8.95 9/1/2007 8/1/2037 2002.57 231096655 360 358 89.55 9.5 9/1/2007 8/1/2037 2396.12 231096689 360 358 80 7.65 9/1/2007 8/1/2037 2838.06 231096706 360 358 80 10.55 9/1/2007 8/1/2037 499.82 231096708 360 358 60 9.42 9/1/2007 8/1/2037 2001.57 231096729 360 358 61.43 8.62 9/1/2007 8/1/2037 1671.48 231096740 360 358 80 10.3 9/1/2007 8/1/2037 1043.79 231096743 360 358 80 10.2 9/1/2007 8/1/2037 821 231096750 360 358 90 8.82 9/1/2007 8/1/2037 1772.63 231096751 360 358 90 7.3 9/1/2007 8/1/2037 2252.1 231096754 360 358 80 7.88 9/1/2007 8/1/2037 742.83 231096762 360 358 80 9.65 9/1/2007 8/1/2037 885.89 231096763 360 358 90 8.6 9/1/2007 8/1/2037 1092.2 231096775 360 358 75 6.99 9/1/2007 8/1/2037 1617.99 231096776 360 358 74.15 7.8 9/1/2007 8/1/2037 1161.31 231096777 360 358 59.46 8.925 9/1/2007 8/1/2037 879.16 231096779 360 358 90 9.4 9/1/2007 8/1/2037 3751.06 231096781 360 358 66.58 8.12 9/1/2007 8/1/2037 1725.61 231096787 360 358 89.17 9.9 9/1/2007 8/1/2037 1396.66 231096841 360 358 90 10.02 9/1/2007 8/1/2037 2009.51 231096858 360 358 75 7.44 9/1/2007 8/1/2037 857.9 231096892 360 358 90 11.275 9/1/2007 8/1/2037 1231.53 231096909 360 358 67.03 8.3 9/1/2007 8/1/2037 2189.66 231096915 360 358 90 8.7 9/1/2007 8/1/2037 2943.24 231096928 360 358 80 10.775 9/1/2007 8/1/2037 972.78 231096936 360 358 85 9.125 9/1/2007 8/1/2037 1254.01 231096940 360 358 89.66 9.525 9/1/2007 8/1/2037 1095.48 231096954 360 358 66.84 7.75 9/1/2007 8/1/2037 1819.69 231096959 360 358 70 9.77 9/1/2007 8/1/2037 1807.31 231097389 360 358 50.98 9.91 9/1/2007 8/1/2037 1132.21 231097742 360 358 85 8.3 9/1/2007 8/1/2037 3079.52 231097774 360 358 90 11.625 9/1/2007 8/1/2037 898.96 231097785 360 358 90 8 9/1/2007 8/1/2037 2751.06 231097991 360 358 90 9.8 9/1/2007 8/1/2037 1607.16 331054528 360 357 85 8.99 8/1/2007 7/1/2037 3992.24 331055872 360 357 68.57 9.87 8/1/2007 7/1/2037 2083.11 331056173 360 356 83.33 7.8 7/1/2007 6/1/2037 2322.61 331057362 360 358 90 9.8 9/1/2007 8/1/2037 2019.02 331057921 360 358 85 9.4 9/1/2007 8/1/2037 1452.49 331058069 360 357 80 8.05 8/1/2007 7/1/2037 2544.6 331058119 360 357 79 9.8 8/1/2007 7/1/2037 3067.36 331058217 360 356 75 7.5 7/1/2007 6/1/2037 2857.04 331058237 360 358 58.75 8.92 9/1/2007 8/1/2037 1877.35 331058238 360 356 80 6.99 7/1/2007 6/1/2037 1350.65 331058280 360 356 51.19 6.875 7/1/2007 6/1/2037 1849.37 331058591 360 358 77.37 7.9 9/1/2007 8/1/2037 1516.64 331058607 360 357 64.85 9.99 8/1/2007 7/1/2037 2536.24 331058620 360 357 61.79 7.9 8/1/2007 7/1/2037 2514.75 331058644 360 357 85 7.65 8/1/2007 7/1/2037 1820.18 331058659 360 357 65 7.99 8/1/2007 7/1/2037 2257.32 331058701 360 357 68.24 9.75 8/1/2007 7/1/2037 2491.55 331058790 360 357 85 8.99 8/1/2007 7/1/2037 1147.97 331058908 360 357 85 8.45 8/1/2007 7/1/2037 4610.89 331058915 360 358 68.97 9.2 9/1/2007 8/1/2037 2360.38 331058919 360 358 85 8.92 9/1/2007 8/1/2037 1758.21 331058988 360 358 85 9.975 9/1/2007 8/1/2037 2903.03 331058992 360 358 79.24 6.75 9/1/2007 8/1/2037 3047.13 331059063 360 357 90 9.99 8/1/2007 7/1/2037 2866.97 331059078 360 357 44.44 7.99 8/1/2007 7/1/2037 1466.14 331059079 360 358 74.92 7.25 9/1/2007 8/1/2037 3023.76 331059109 360 358 70 8.55 9/1/2007 8/1/2037 1189.59 331059123 360 358 74.42 9.225 9/1/2007 8/1/2037 2460 331059181 360 358 85 8.99 9/1/2007 8/1/2037 1441.01 331059190 360 358 90 9.9 9/1/2007 8/1/2037 3776.93 331059193 360 358 75 6.99 9/1/2007 8/1/2037 2163.32 331059218 360 358 56.25 9.42 9/1/2007 8/1/2037 1766.25 331059228 360 357 79.37 8.8 8/1/2007 7/1/2037 2850.12 331059234 360 358 80 7.65 9/1/2007 8/1/2037 1954.01 331059288 360 358 57.88 6.35 9/1/2007 8/1/2037 2195.75 331059344 360 358 90 9.4 9/1/2007 8/1/2037 3024.26 331059349 360 358 61.11 8.7 9/1/2007 8/1/2037 2057.95 331059360 360 358 90 7.99 9/1/2007 8/1/2037 2177.21 331059361 360 358 77.55 9.6 9/1/2007 8/1/2037 3223.01 331059363 360 358 63.64 8.15 9/1/2007 8/1/2037 3125.84 331059364 360 358 70 9.1 9/1/2007 8/1/2037 2072.32 331059366 360 358 37.59 7.325 9/1/2007 8/1/2037 1566.71 331059371 360 358 90 6.8 9/1/2007 8/1/2037 2770.86 331059403 360 358 83.64 8.77 9/1/2007 8/1/2037 1812.7 331059430 360 358 82.4 7.144 9/1/2007 8/1/2037 3155.58 331059436 360 358 70 7.51 9/1/2007 8/1/2037 1989.11 331059478 360 358 90 8.05 9/1/2007 8/1/2037 1558.73 331059484 360 358 80 8.625 9/1/2007 8/1/2037 3293.57 331059485 360 358 85 7.77 9/1/2007 8/1/2037 1647.34 331059491 360 357 68.26 9.6 8/1/2007 7/1/2037 966.9 331059515 360 358 62.09 6.412 9/1/2007 8/1/2037 1988.85 331059528 360 358 83.95 9.9 9/1/2007 8/1/2037 3425.35 331059534 360 357 70 7.45 8/1/2007 7/1/2037 1804.07 331059566 360 358 80 7.25 9/1/2007 8/1/2037 1986.86 331059595 360 358 90 8.85 9/1/2007 8/1/2037 581.27 331059601 360 358 90 9.2 9/1/2007 8/1/2037 3346.23 331059613 360 358 75 6.85 9/1/2007 8/1/2037 1806.11 331059633 360 358 90 10.4 9/1/2007 8/1/2037 2387.74 331059634 360 358 78.75 7.55 9/1/2007 8/1/2037 2028.97 331059654 360 358 65 8.45 9/1/2007 8/1/2037 2039.72 331059670 360 358 80 6.925 9/1/2007 8/1/2037 2021.48 331059689 360 358 90 8.475 9/1/2007 8/1/2037 4483.32 331059716 360 358 75 6.65 9/1/2007 8/1/2037 2587.69 331059731 360 358 80 10.575 9/1/2007 8/1/2037 2433.07 331059733 360 358 66.18 9.15 9/1/2007 8/1/2037 1834.74 331059750 360 358 78.09 8.85 9/1/2007 8/1/2037 647.78 331059755 360 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521058975 360 357 90 8.325 8/1/2007 7/1/2037 4289.61 521059899 360 357 76.79 8.85 8/1/2007 7/1/2037 3809.86 521060174 360 358 80 7.95 9/1/2007 8/1/2037 4011.06 521060313 360 357 80 8.1 8/1/2007 7/1/2037 3133.34 521060558 360 357 90 9.45 8/1/2007 7/1/2037 3955.81 521060768 360 358 80 8.85 9/1/2007 8/1/2037 4060.55 551033237 360 356 55 7.23 7/1/2007 6/1/2037 4118.97 551034166 360 357 80 7.8 8/1/2007 7/1/2037 4031.27 551036184 360 358 85 8.4 9/1/2007 8/1/2037 3715.79 551036537 360 357 90 9.498 8/1/2007 7/1/2037 3449.72 551036845 360 357 90 8.45 8/1/2007 7/1/2037 3795.46 551036938 360 358 65 6.99 9/1/2007 8/1/2037 2808.07 551036997 360 357 79.85 7.7 8/1/2007 7/1/2037 3022.95 551037859 360 357 90 9.15 8/1/2007 7/1/2037 4696.93 551038049 360 357 90 10.05 8/1/2007 7/1/2037 4750.92 551038238 360 358 89.99 9.9 9/1/2007 8/1/2037 5223.9 551038471 360 358 80 8.99 9/1/2007 8/1/2037 4617.62 551038645 360 358 68.03 10.1 9/1/2007 8/1/2037 4274.52 551038993 360 358 65 8.625 9/1/2007 8/1/2037 4524.79 571009013 360 344 90 11.999 7/1/2006 6/1/2036 406.27 571009210 360 344 90 9.75 7/1/2006 6/1/2036 515.49 581014207 360 350 89.94 6.7 1/1/2007 12/1/2036 5652.64 581018115 360 354 80 8.15 5/1/2007 4/1/2037 3073.89 581020558 360 357 80 7.16 8/1/2007 7/1/2037 3610.11 581021153 360 357 49.47 8.775 8/1/2007 7/1/2037 3666.46 581021349 360 357 80 7.65 8/1/2007 7/1/2037 2842.27 581021358 360 357 75 8.05 8/1/2007 7/1/2037 3853.6 581021386 360 358 90 8.95 9/1/2007 8/1/2037 4991.49 581021408 360 358 90 7.35 9/1/2007 8/1/2037 3751.45 581021419 360 357 85 5.9 8/1/2007 7/1/2037 2448.52 581021445 360 358 90 7.85 9/1/2007 8/1/2037 3287.56 581021449 360 358 85 7.6 9/1/2007 8/1/2037 3938.25 581021476 360 357 73.52 6.6 8/1/2007 7/1/2037 4443.87 581021497 360 357 90 8.65 8/1/2007 7/1/2037 3189.3 581021571 360 357 90 9.1 8/1/2007 7/1/2037 3311.6 581021589 360 357 80 7.45 8/1/2007 7/1/2037 3350.42 581021653 360 358 82.61 5.65 9/1/2007 8/1/2037 2854.15 581021706 360 357 75 8.35 8/1/2007 7/1/2037 6255.71 581021722 360 357 85 6.95 8/1/2007 7/1/2037 2845.83 581021731 360 358 90 5.99 9/1/2007 8/1/2037 2266.15 581021786 360 357 90 6.96 8/1/2007 7/1/2037 3070.96 581021798 360 358 89.96 9.8 9/1/2007 8/1/2037 6270.63 581021827 360 358 84 6.65 9/1/2007 8/1/2037 3380.31 581021839 360 358 85 7.8 9/1/2007 8/1/2037 3683.33 581021936 360 357 60.61 6.9 8/1/2007 7/1/2037 3070.91 581021942 360 358 79.05 10.2 9/1/2007 8/1/2037 7178.48 581022008 360 357 79.83 6.1 8/1/2007 7/1/2037 2394.25 581022037 360 357 75 7.7 8/1/2007 7/1/2037 9836.92 581022068 360 358 90 9.45 9/1/2007 8/1/2037 3395.6 581022076 360 358 80 8.76 9/1/2007 8/1/2037 3949.67 581022126 360 358 73.67 9.6 9/1/2007 8/1/2037 3741.66 581022566 360 357 85 8.9 8/1/2007 7/1/2037 3349.45 581022629 360 358 90 9.5 9/1/2007 8/1/2037 3450.42 581022632 360 358 90 6.35 9/1/2007 8/1/2037 2933.51 581022647 360 358 80 9 9/1/2007 8/1/2037 4612.1 581022736 360 358 87.5 7.99 9/1/2007 8/1/2037 4874.9 581022753 360 358 79.33 8.05 9/1/2007 8/1/2037 3224.72 581022813 360 358 80 9.75 9/1/2007 8/1/2037 4147.79 581022835 360 358 90 7.7 9/1/2007 8/1/2037 3080.92 581022842 360 357 90 7.45 8/1/2007 7/1/2037 3178.6 581022856 360 358 75 7.8 9/1/2007 8/1/2037 3598.39 581022932 360 358 78.74 8.5 9/1/2007 8/1/2037 7330.94 581022954 360 358 80 7.4 9/1/2007 8/1/2037 2934.72 581023023 360 358 78.57 9.75 9/1/2007 8/1/2037 6755.73 581023725 360 358 88.32 7.75 9/1/2007 8/1/2037 3291.94 581023852 360 358 85 9.15 9/1/2007 8/1/2037 3793.29 661025760 360 357 80 8.4 8/1/2007 7/1/2037 6624.81 661025956 360 356 75 8.99 7/1/2007 6/1/2037 9093.24 661026118 360 357 80 6.902 8/1/2007 7/1/2037 3684.03 661026185 360 356 85 7.45 7/1/2007 6/1/2037 2920.87 661026235 360 357 85 7.65 8/1/2007 7/1/2037 3047.62 661026375 360 358 90 8.6 9/1/2007 8/1/2037 4918.16 661026547 360 357 90 8.4 8/1/2007 7/1/2037 4254.35 661026580 360 357 56.69 7.5 8/1/2007 7/1/2037 4801.75 661026608 360 358 45.74 7.4 9/1/2007 8/1/2037 5582.92 661026664 360 358 75 8.45 9/1/2007 8/1/2037 7110.61 661026780 360 357 90 7.5 8/1/2007 7/1/2037 2938.67 661026783 360 358 80 10.65 9/1/2007 8/1/2037 4592.82 661026850 360 357 90 9 8/1/2007 7/1/2037 4232.82 661026874 360 357 85 6.4 8/1/2007 7/1/2037 2836.61 661026892 360 358 65.33 5.9 9/1/2007 8/1/2037 2543.25 661026904 360 357 78 9.4 8/1/2007 7/1/2037 4625.35 661026917 360 357 80 6.45 8/1/2007 7/1/2037 2723.28 661026968 360 358 80 8.1 9/1/2007 8/1/2037 4357.53 661027020 360 357 90 7.75 8/1/2007 7/1/2037 3933.1 661027022 360 357 90 9.55 8/1/2007 7/1/2037 3992.44 661027075 360 357 78.33 6.9 8/1/2007 7/1/2037 2726.67 661027077 360 357 70 9.75 8/1/2007 7/1/2037 3939.22 661027113 360 358 90 7.4 9/1/2007 8/1/2037 3187.71 661027117 360 357 88.95 8.45 8/1/2007 7/1/2037 5468.04 661027161 360 358 85 9.3 9/1/2007 8/1/2037 5639.2 661027184 360 357 74.33 7.99 8/1/2007 7/1/2037 3288.75 661027246 360 358 70 10.1 9/1/2007 8/1/2037 8301.02 661027270 360 358 90 9.55 9/1/2007 8/1/2037 4154.16 661027296 360 358 54.69 7.75 9/1/2007 8/1/2037 5014.89 661027345 360 358 66.98 7.75 9/1/2007 8/1/2037 5158.17 661027489 360 358 90 9.15 9/1/2007 8/1/2037 5097.39 831078311 360 356 80 8.99 7/1/2007 6/1/2037 3267.31 831078315 360 356 72.97 9.91 7/1/2007 6/1/2037 3654.41 831078363 360 357 65 8.89 8/1/2007 7/1/2037 7934.2 831078391 360 357 65 8.59 8/1/2007 7/1/2037 6677.28 951005275 360 356 77.55 6.875 7/1/2007 6/1/2037 3585.44 951007103 360 357 90 7.99 8/1/2007 7/1/2037 3628.68 951007156 360 357 65 10.3 8/1/2007 7/1/2037 8188.37 951007369 360 358 53.27 8.25 9/1/2007 8/1/2037 6002.62 951007388 360 358 90 9.55 9/1/2007 8/1/2037 5599.08 951007443 360 358 80 8.8 9/1/2007 8/1/2037 4804.87 951007444 360 358 89.55 9.75 9/1/2007 8/1/2037 5154.93 951007595 360 358 90 9.2 9/1/2007 8/1/2037 3241.66 951007735 360 357 72.59 6.45 8/1/2007 7/1/2037 3081.04 951007785 360 358 87.29 10.5 9/1/2007 8/1/2037 3832.76 951008013 360 358 90 9.99 9/1/2007 8/1/2037 4853.27 951008039 360 358 75 8.8 9/1/2007 8/1/2037 4177.11 951008078 360 358 90 9.99 9/1/2007 8/1/2037 4466.62 951008122 360 358 80 7.99 9/1/2007 8/1/2037 4075.86 961078392 360 357 78.13 8.76 8/1/2007 7/1/2037 3937.07 971000068 360 358 75.21 9.4 9/1/2007 8/1/2037 4388.73 971001604 360 358 90 8.55 9/1/2007 8/1/2037 3545.59 --------------------------------------------------------------------------------------------------------------------------------------------------------------- 283 357 79.48 8.366 --------------------------------------------------------------------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------------------------------------------------------------------- 1,826 357 80.05 8.663 =============================================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- Loan Current Paid Original Scheduled 10/01/07 Loan Number Payment to Date Balance Balance Purpose ------------------------------------------------------------------------------------------------------------------------------- 061079604 1605.7 9/1/2007 204750 204655.32 Cash Out Refinance 061082331 1868.19 9/1/2007 244986 244902.71 Rate/Term Refinance 061083303 1217.03 9/1/2007 131385.4 131322.95 Rate/Term Refinance 061083467 1244.72 9/1/2007 152983 152736.91 Purchase 061083549 1326.25 10/1/2007 160857 160606.19 Purchase 061083595 1213.33 10/1/2007 227500 227499.26 Cash Out Refinance 061083628 1238.25 8/1/2007 117731 117635.5 Rate/Term Refinance 061083642 1112.88 8/1/2007 119700 119562.12 Cash Out Refinance 061083660 899.65 9/1/2007 101700 101657.6 Rate/Term Refinance 061083675 1127.42 10/1/2007 123250 123101.77 Cash Out Refinance 061083782 1542.87 9/1/2007 193478.5 193152.39 Rate/Term Refinance 061083852 1488.72 8/1/2007 161100 160911.33 Purchase 111003205 1628.16 9/1/2007 234000 232931.07 Cash Out Refinance 111003530 3109.87 10/1/2007 388000 387701.43 Cash Out Refinance 111003637 1441.11 10/1/2007 192000 191965.65 Rate/Term Refinance 111003663 2237.94 9/1/2007 265000 264741.01 Cash Out Refinance 111003671 1802.12 9/1/2007 221000 220646.33 Purchase 111003678 2495.48 10/1/2007 400000 399257.07 Cash Out Refinance 111003689 2534.44 9/1/2007 267592 267564.62 Purchase 111003691 3599.35 9/1/2007 500000 499299.03 Cash Out Refinance 111003708 2255.63 9/1/2007 444000 443613.77 Cash Out Refinance 111003714 2393.43 9/1/2007 380250 379968.27 Cash Out Refinance 111003715 2037.55 9/1/2007 259000 258700.9 Cash Out Refinance 111003747 1419.42 9/1/2007 204000 203693.21 Cash Out Refinance 111003753 2242.67 10/1/2007 390000 389315.27 Cash Out Refinance 111003851 2021.88 9/1/2007 250800 250705.97 Purchase 121054293 2231.15 9/1/2007 332000 330650.03 Cash Out Refinance 121054995 964.46 9/1/2007 115200 114968.24 Rate/Term Refinance 151044429 1133.01 9/1/2007 161250 160771.6 Cash Out Refinance 151044475 1757.24 9/1/2007 225000 224602.3 Cash Out Refinance 151044530 1679 9/1/2007 211500 211139.79 Rate/Term Refinance 151044660 1209.62 9/1/2007 130000 129836.65 Cash Out Refinance 151044710 2453.24 9/1/2007 288000 287444.38 Cash Out Refinance 151044964 3349.21 9/1/2007 409000 408894.38 Cash Out Refinance 151045043 1506.85 10/1/2007 204000 203254.1 Cash Out Refinance 151045078 2174.09 9/1/2007 225250 225015.66 Purchase 151045192 925.97 9/1/2007 100000 99844.06 Cash Out Refinance 151045306 1857.11 9/1/2007 270000 269759.6 Rate/Term Refinance 151045356 2717.84 8/1/2007 269250 269003.3 Cash Out Refinance 151045410 1939.28 9/1/2007 208250 208011.14 Purchase 151045421 637.43 9/1/2007 75600 75587.05 Rate/Term Refinance 151045524 826.44 9/1/2007 110006 109865.22 Cash Out Refinance 151045558 1653.63 9/1/2007 260000 259717.42 Cash Out Refinance 151045579 1400.1 9/1/2007 144000 143957.29 Purchase 151045608 2470.52 9/1/2007 278000 277760.25 Cash Out Refinance 151045613 1258.05 9/1/2007 137813 137646.38 Rate/Term Refinance 151045629 2139.14 9/1/2007 306000 305739.09 Cash Out Refinance 151045647 1865.07 9/1/2007 182000 181840.46 Rate/Term Refinance 151045656 654.12 9/1/2007 90000 89813.92 Cash Out Refinance 151045666 1187.42 9/1/2007 140000 139864.62 Cash Out Refinance 151045670 2826.39 9/1/2007 310250 309999.66 Purchase 151045671 2292.9 8/1/2007 298200 297654.2 Cash Out Refinance 151045679 967.47 10/1/2007 100000 99931.4 Cash Out Refinance 151045701 999.08 10/1/2007 157000 156951.11 Cash Out Refinance 151045713 1724.74 9/1/2007 263000 262887.8 Cash Out Refinance 151045726 2181.74 9/1/2007 263000 262864.31 Cash Out Refinance 151045775 2030.74 9/1/2007 247500 247240.77 Purchase 151045785 3316.25 9/1/2007 414000 413309.38 Purchase 151045793 1851.02 9/1/2007 216000 215796.31 Cash Out Refinance 151045836 4636.33 9/1/2007 549000 548463.46 Cash Out Refinance 151045860 2406.62 10/1/2007 333000 332897.29 Purchase 151045883 1595.53 9/1/2007 192000 191976.84 Cash Out Refinance 151045896 1624.56 9/1/2007 216750 216470.51 Cash Out Refinance 151045901 2040.42 10/1/2007 293250 292808.98 Purchase 151045917 1644.77 9/1/2007 210600 210352.75 Purchase 151045945 2038.95 10/1/2007 318750 318522.98 Cash Out Refinance 151046006 1457.87 9/1/2007 189000 188918.96 Cash Out Refinance 151046009 613.07 10/1/2007 61200 61137.95 Purchase 151046036 912.7 10/1/2007 140000 139760.59 Cash Out Refinance 151046039 2625.74 9/1/2007 315000 314682.28 Purchase 161054388 1051.76 9/1/2007 100000 99918.9 Cash Out Refinance 161054446 621.1 9/1/2007 69600 69510.75 Cash Out Refinance 161054485 2662.42 9/1/2007 283500 283182.11 Cash Out Refinance 161054532 1021.64 9/1/2007 105600 105453.8 Cash Out Refinance 161054675 1339.2 9/1/2007 215000 214754.21 Rate/Term Refinance 161054769 1668.4 9/1/2007 242250 242161.89 Purchase 161054788 2071.3 9/1/2007 314500 313706.68 Cash Out Refinance 161054803 1126.97 9/1/2007 112500 112394.64 Purchase 161054812 546.19 10/1/2007 53100 53053.97 Purchase 161054816 857.53 10/1/2007 110000 109804.76 Rate/Term Refinance 161054834 3148.31 9/1/2007 340000 339604.08 Purchase 161054849 2831.89 9/1/2007 360000 359918.7 Cash Out Refinance 161054861 914.74 9/1/2007 100000 99920.17 Cash Out Refinance 161054942 2097.45 9/1/2007 235000 234936.91 Cash Out Refinance 161054958 1452.93 10/1/2007 182200 181892.89 Cash Out Refinance 161054965 2969.26 9/1/2007 350000 349857.52 Cash Out Refinance 161054966 2083.21 9/1/2007 276000 275650.38 Cash Out Refinance 161054969 2118.46 9/1/2007 301500 300831.24 Purchase 161054970 1226.28 9/1/2007 165000 164783.83 Cash Out Refinance 161054975 1509.14 10/1/2007 186300 186196.39 Rate/Term Refinance 161054979 2717.91 9/1/2007 315000 314707.99 Cash Out Refinance 161054995 3287.08 9/1/2007 343800 343233.84 Rate/Term Refinance 161055003 1990.98 10/1/2007 275250 274758.25 Cash Out Refinance 161055010 1135.65 9/1/2007 119250 119164.57 Purchase 161055029 2066.38 9/1/2007 209925 209885.59 Cash Out Refinance 161055035 1471.5 10/1/2007 208000 207697.64 Cash Out Refinance 161055050 1058.15 9/1/2007 112000 111917.99 Cash Out Refinance 161055055 1518.99 9/1/2007 233000 232601.56 Cash Out Refinance 161055056 2645.84 9/1/2007 301750 301345.34 Cash Out Refinance 161055068 2313.68 9/1/2007 280005 279716.61 Cash Out Refinance 171044316 1305.56 9/1/2007 190000 189906.82 Purchase 171044403 1223.63 9/1/2007 175000 174607.92 Cash Out Refinance 171044562 1109.79 9/1/2007 112500 112352.5 Cash Out Refinance 171044577 1317.99 9/1/2007 148000 147873.32 Cash Out Refinance 171044628 1524.71 10/1/2007 260000 259786.91 Rate/Term Refinance 171044699 1972.83 10/1/2007 332100 331844.8 Cash Out Refinance 171044759 709.94 9/1/2007 68000 67943.6 Cash Out Refinance 171044812 1516.53 10/1/2007 213350 213303.68 Cash Out Refinance 171044849 1863.93 9/1/2007 256500 256448.46 Cash Out Refinance 171044852 1921.79 9/1/2007 229500 229423.73 Cash Out Refinance 171044876 1437.86 9/1/2007 182750 182638.82 Cash Out Refinance 171044918 855.48 9/1/2007 100000 99905.32 Purchase 171044924 1180.16 9/1/2007 132800 132685.74 Cash Out Refinance 171044970 1158.05 9/1/2007 191250 191135.96 Cash Out Refinance 171044994 1828.28 9/1/2007 238500 238440.59 Rate/Term Refinance 171044997 3366.57 10/1/2007 369000 368970.23 Purchase 171045018 1593.12 9/1/2007 255000 254873.63 Cash Out Refinance 171045019 2976.75 8/1/2007 384300 384207.95 Cash Out Refinance 171045020 1296.81 10/1/2007 154000 153924.3 Cash Out Refinance 171045042 772.26 9/1/2007 130000 129925.29 Cash Out Refinance 171045044 1447.03 9/1/2007 180000 179701.41 Rate/Term Refinance 171045054 1169.29 9/1/2007 170000 169899.43 Rate/Term Refinance 171045058 1638.17 9/1/2007 208250 208202.96 Cash Out Refinance 171045063 1051.49 9/1/2007 162500 162451.95 Cash Out Refinance 171045068 2151.26 9/1/2007 330000 329856.56 Cash Out Refinance 171045070 1873.29 9/1/2007 279000 278889.66 Purchase 171045075 1517 9/1/2007 228600 228506.09 Rate/Term Refinance 171045076 910.19 10/1/2007 114000 113803.2 Purchase 171045079 1926.32 9/1/2007 310250 310093.38 Cash Out Refinance 171045117 1393.73 10/1/2007 204000 203923.8 Cash Out Refinance 171045118 946.71 10/1/2007 148000 147783.93 Cash Out Refinance 171045124 2358.06 9/1/2007 351200 351107.71 Purchase 171045164 1099.72 9/1/2007 128000 127880.07 Cash Out Refinance 171045175 1642.2 9/1/2007 256500 256421.61 Rate/Term Refinance 171045181 1564.43 9/1/2007 233000 232938.78 Rate/Term Refinance 171045182 2412.26 9/1/2007 324000 323845.93 Cash Out Refinance 171045200 2131.35 9/1/2007 315000 314707.19 Rate/Term Refinance 171045209 1203.64 9/1/2007 180000 179952.06 Cash Out Refinance 171045214 1637.64 9/1/2007 239700 239640.5 Rate/Term Refinance 171045262 1531.3 9/1/2007 187000 186976.06 Cash Out Refinance 171045266 1618.46 9/1/2007 190000 189818.19 Cash Out Refinance 171045279 1308.25 9/1/2007 180000 179749.51 Cash Out Refinance 171045294 1432.82 9/1/2007 200000 199716.79 Cash Out Refinance 171045312 1354.5 10/1/2007 196000 195953.18 Cash Out Refinance 171045319 1095.17 9/1/2007 136430 136410.39 Purchase 171045329 2790.57 9/1/2007 368000 367305.49 Rate/Term Refinance 171045332 1115.05 9/1/2007 156000 155966.78 Cash Out Refinance 171045354 1344.4 9/1/2007 184000 183963.73 Cash Out Refinance 171045360 1851.85 9/1/2007 260000 259859.99 Cash Out Refinance 171045366 1453.23 9/1/2007 194650 194614.49 Cash Out Refinance 171045371 1187.31 9/1/2007 162500 162467.97 Cash Out Refinance 171045382 1382.14 9/1/2007 200000 199952.22 Cash Out Refinance 171045391 2083.33 9/1/2007 238400 238185.92 Purchase 171045405 1567.98 9/1/2007 215000 214891.58 Rate/Term Refinance 171045410 1655.64 9/1/2007 219000 218900.36 Cash Out Refinance 171045491 1146.15 10/1/2007 191100 190941.2 Cash Out Refinance 191039000 1971.26 9/1/2007 243900 243230.75 Cash Out Refinance 191039187 1033.73 9/1/2007 175500 175116.88 Cash Out Refinance 191039211 1468.35 9/1/2007 210000 209370.74 Cash Out Refinance 191039410 1833.96 8/1/2007 237997 237919.18 Cash Out Refinance 191039553 1426.35 9/1/2007 217500 217375.92 Rate/Term Refinance 191039659 1949.6 9/1/2007 273000 272704.88 Rate/Term Refinance 191039696 1628.66 9/1/2007 207000 206916.36 Cash Out Refinance 191039707 1758.9 9/1/2007 263500 263393.7 Cash Out Refinance 191039761 1269.84 10/1/2007 171000 170952.13 Cash Out Refinance 191039796 2758.74 9/1/2007 365500 364567.59 Cash Out Refinance 191039802 1691.39 9/1/2007 206550 206510.16 Cash Out Refinance 191039846 1552.83 10/1/2007 234000 233593.9 Rate/Term Refinance 191039858 2642.16 9/1/2007 306000 305952.62 Cash Out Refinance 191039867 1310.37 9/1/2007 176000 175873.91 Cash Out Refinance 191039884 1536.32 10/1/2007 208000 207960.55 Cash Out Refinance 191039934 2462.69 9/1/2007 360000 359783.92 Rate/Term Refinance 191039961 2553.35 9/1/2007 336600 336512.8 Cash Out Refinance 191039964 1972.2 9/1/2007 240000 239872.38 Cash Out Refinance 191039974 1053.57 9/1/2007 172900 172807.72 Purchase 191039979 1813.91 9/1/2007 228000 227743.35 Cash Out Refinance 191039994 2318.05 10/1/2007 292000 291502.7 Cash Out Refinance 191040001 1416.88 9/1/2007 190800 190764.51 Purchase 191040005 1925.84 9/1/2007 244800 244374.39 Cash Out Refinance 191040022 1499.46 8/1/2007 221000 220915.54 Cash Out Refinance 191040023 1571.73 9/1/2007 242550 242442.58 Rate/Term Refinance 191040054 1000.97 10/1/2007 132000 131750.87 Cash Out Refinance 191040114 1275.68 10/1/2007 164265 164239.12 Purchase 191040142 1959.48 9/1/2007 234000 233763.35 Cash Out Refinance 191040153 1224.12 9/1/2007 131665 131513.34 Purchase 191040157 1649.21 9/1/2007 240013 239954.56 Cash Out Refinance 191040166 2450.17 9/1/2007 314500 314369.08 Cash Out Refinance 191040178 1145.84 9/1/2007 132800 132676.88 Purchase 191040181 2138.72 9/1/2007 415000 414651.53 Purchase 191040205 1663.5 9/1/2007 204000 203783.18 Rate/Term Refinance 191040246 1111.3 9/1/2007 128250 128072.81 Purchase 191040250 806.42 10/1/2007 127500 127402.28 Cash Out Refinance 191040259 979.09 10/1/2007 126750 126597.46 Cash Out Refinance 191040262 1721.12 9/1/2007 277200 277106.98 Rate/Term Refinance 191040304 1440.75 9/1/2007 221000 220622.1 Rate/Term Refinance 191040309 1106.51 9/1/2007 183900 183832.28 Rate/Term Refinance 191040328 1844.5 9/1/2007 255000 254612.65 Cash Out Refinance 191040365 2162.99 10/1/2007 306000 305932.29 Cash Out Refinance 191040368 2451.6 11/1/2007 363012 362918.4 Cash Out Refinance 191040370 1196.09 9/1/2007 208000 207912.92 Rate/Term Refinance 191040391 1405.27 9/1/2007 153000 152817.98 Cash Out Refinance 191040394 2430.06 9/1/2007 263500 263189.84 Cash Out Refinance 191040451 1857.33 9/1/2007 270300 270234.17 Cash Out Refinance 191040463 1457.52 10/1/2007 221305 220933.9 Purchase 191040499 1463.64 9/1/2007 208250 208133.71 Purchase 211057120 1934.68 9/1/2007 273700 273608.82 Cash Out Refinance 211057506 2103.93 9/1/2007 248000 247881.02 Cash Out Refinance 211057914 1241.15 9/1/2007 151200 150961.77 Purchase 211058010 846.91 9/1/2007 90000 89899.62 Purchase 211058201 1464.16 9/1/2007 191000 190952.42 Rate/Term Refinance 211058263 1278.77 10/1/2007 160000 159731.7 Purchase 211058376 1277.99 9/1/2007 135000 134851.88 Cash Out Refinance 211058467 807.14 9/1/2007 110000 109851.89 Rate/Term Refinance 211058476 1243.58 9/1/2007 134300 134143.61 Cash Out Refinance 211058502 2125.1 9/1/2007 204000 203829.68 Purchase 211058507 648.37 9/1/2007 63270 63233.2 Purchase 211058523 1955.85 9/1/2007 232200 231856.1 Cash Out Refinance 211058551 2087.4 10/1/2007 297000 296750.37 Cash Out Refinance 211058632 2122.6 9/1/2007 250200 250079.95 Cash Out Refinance 211058698 621.28 9/1/2007 61200 61163.42 Purchase 211058737 1638 9/1/2007 302400 302400 Cash Out Refinance 211058755 2360.1 10/1/2007 300000 299478.41 Purchase 211058804 1230.88 9/1/2007 144500 144361.73 Purchase 211058842 973.62 9/1/2007 123200 123059.18 Cash Out Refinance 211058853 1671.81 9/1/2007 209950 209904.79 Cash Out Refinance 211058894 2168.83 9/1/2007 232900 232632.85 Cash Out Refinance 211058904 2221.71 10/1/2007 296000 295701.37 Purchase 211058925 763.6 9/1/2007 82800 82735.32 Cash Out Refinance 211058977 895.18 9/1/2007 94000 93898.54 Purchase 211058994 2206.42 9/1/2007 229500 229339.82 Rate/Term Refinance 211058998 2695.49 9/1/2007 335000 334446.9 Cash Out Refinance 211059002 1001.61 9/1/2007 115200 115042.2 Cash Out Refinance 211059018 2767.75 9/1/2007 349200 349062.02 Cash Out Refinance 211059022 1172.91 9/1/2007 160000 159675.12 Cash Out Refinance 211059030 1312.7 9/1/2007 139500 139344.44 Cash Out Refinance 211059032 1333.69 9/1/2007 179200 178965.96 Cash Out Refinance 211059056 1171.52 10/1/2007 162350 162123.54 Cash Out Refinance 211059072 2758.76 10/1/2007 361250 361072.93 Cash Out Refinance 211059077 1263.02 9/1/2007 166500 166456.87 Cash Out Refinance 211059078 1706.69 9/1/2007 191250 191087.19 Purchase 211059079 1513.45 10/1/2007 185600 185299.06 Cash Out Refinance 211059093 2405.3 9/1/2007 344000 343229.3 Rate/Term Refinance 211059094 1161.55 9/1/2007 133200 132998.54 Purchase 211059099 1065.44 10/1/2007 116000 115906.96 Purchase 211059112 2151.69 9/1/2007 247500 247390.53 Cash Out Refinance 211059119 1005.11 9/1/2007 115996 115835.76 Cash Out Refinance 211059137 1070.84 9/1/2007 112000 111920.62 Cash Out Refinance 211059151 1298.84 9/1/2007 156500 156340.5 Cash Out Refinance 211059164 2640.28 10/1/2007 314000 313689.2 Cash Out Refinance 211059165 2124.09 9/1/2007 270000 269530.58 Cash Out Refinance 211059170 1856.5 9/1/2007 250000 249953.49 Cash Out Refinance 211059176 2005.08 9/1/2007 225250 225057.01 Cash Out Refinance 211059180 1697.84 10/1/2007 211200 210967.93 Purchase 211059189 1301.33 9/1/2007 204000 203936.94 Cash Out Refinance 211059191 1902.08 9/1/2007 200000 198242.21 Cash Out Refinance 211059205 1064.78 9/1/2007 100800 100298.02 Cash Out Refinance 211059236 1553.62 9/1/2007 251000 250527.02 Cash Out Refinance 211059264 794.68 9/1/2007 100000 99985.58 Cash Out Refinance 211059270 1073.29 10/1/2007 126000 125879.44 Cash Out Refinance 211059279 1211.09 10/1/2007 155000 154818.21 Cash Out Refinance 211059292 834.26 10/1/2007 105000 104887.99 Cash Out Refinance 211059293 615.62 9/1/2007 60300 60246.54 Purchase 211059318 1766.27 10/1/2007 220500 220255.67 Purchase 211059344 3100.62 10/1/2007 364000 363452.14 Cash Out Refinance 211059346 1503.23 10/1/2007 195500 195142.16 Cash Out Refinance 211059353 2746.67 9/1/2007 301500 301133.5 Purchase 211059363 2135.77 10/1/2007 254000 253622.21 Cash Out Refinance 211059368 2391.81 8/1/2007 282000 281727.29 Cash Out Refinance 211059370 2379.29 9/1/2007 293600 293283.37 Cash Out Refinance 211059378 1239.07 10/1/2007 148000 147777.55 Cash Out Refinance 211059401 1280.14 9/1/2007 137250 136425.62 Cash Out Refinance 211059402 1158.1 9/1/2007 175000 174827.74 Rate/Term Refinance 211059414 1868.4 9/1/2007 276800 276800 Cash Out Refinance 211059416 1099.67 10/1/2007 153000 152968.05 Rate/Term Refinance 211059428 1352.5 10/1/2007 204425 204085.24 Rate/Term Refinance 211059448 2309.89 9/1/2007 304000 303863.72 Cash Out Refinance 211059459 1908.46 9/1/2007 233750 233719.71 Purchase 211059476 893.13 10/1/2007 100000 99915.04 Cash Out Refinance 211059479 1092.97 9/1/2007 124650 124539.02 Cash Out Refinance 211059485 2544.04 9/1/2007 400000 399711.06 Cash Out Refinance 211059486 2046.07 9/1/2007 285000 284849.84 Rate/Term Refinance 211059488 2285.51 9/1/2007 300000 299627.68 Cash Out Refinance 211059490 1733.82 9/1/2007 208000 207790.2 Cash Out Refinance 211059491 1851.87 9/1/2007 246500 246184.56 Rate/Term Refinance 211059493 1381.39 9/1/2007 165000 164835.33 Cash Out Refinance 211059501 1188.09 10/1/2007 150000 149829.45 Cash Out Refinance 211059505 2124.2 9/1/2007 264000 263710.41 Rate/Term Refinance 211059509 2662.43 10/1/2007 391500 391325.94 Purchase 211059523 1901.34 10/1/2007 246000 245895.13 Rate/Term Refinance 211059529 2511 9/1/2007 314500 314378.49 Cash Out Refinance 211059541 1387.74 10/1/2007 175000 174801.55 Cash Out Refinance 211059546 1166.7 10/1/2007 145000 144760.62 Cash Out Refinance 211059551 628.49 10/1/2007 76000 75990.54 Cash Out Refinance 211059579 2875.35 9/1/2007 360000 359949.1 Rate/Term Refinance 211059580 2335.39 9/1/2007 301500 301452.04 Cash Out Refinance 211059581 2140.12 9/1/2007 220000 219851.4 Purchase 211059583 1401.59 10/1/2007 228000 227921.19 Cash Out Refinance 211059609 1070.54 9/1/2007 148000 147794.59 Cash Out Refinance 211059637 1472.45 9/1/2007 200000 199961.62 Cash Out Refinance 211059638 1371.31 10/1/2007 180000 179776.6 Cash Out Refinance 211059647 1315.81 9/1/2007 152500 152354.42 Purchase 211059651 2038 9/1/2007 278000 277861.85 Cash Out Refinance 211059658 1752.64 9/1/2007 187000 186860.09 Purchase 211059659 1695.4 9/1/2007 227800 227502.47 Cash Out Refinance 211059669 1475.44 9/1/2007 171000 170841.48 Purchase 211059672 881.13 10/1/2007 110000 109878.12 Cash Out Refinance 211059697 783.13 9/1/2007 100000 99883.32 Cash Out Refinance 211059723 1366.7 9/1/2007 222000 221826.5 Cash Out Refinance 211059743 999.23 9/1/2007 127000 126948.68 Cash Out Refinance 211059744 669.77 10/1/2007 80000 79920.15 Cash Out Refinance 211059751 2665.83 10/1/2007 392000 391901.21 Cash Out Refinance 211059769 2035.89 9/1/2007 266000 265673.24 Cash Out Refinance 211059773 963.67 9/1/2007 100000 99930.68 Cash Out Refinance 211059813 1872.47 9/1/2007 265000 264854.15 Cash Out Refinance 211059921 2263.6 9/1/2007 242100 241917.68 Purchase 231091632 2562.39 9/1/2007 343000 341877.71 Cash Out Refinance 231093803 1560.73 10/1/2007 185999 185977.43 Rate/Term Refinance 231093873 1190.73 9/1/2007 131784 131620.05 Purchase 231094240 1868.83 9/1/2007 336000 335768.28 Purchase 231094311 1470.74 9/1/2007 168300 168148.87 Cash Out Refinance 231094489 1029.09 9/1/2007 100800 100710.65 Purchase 231094511 1163.03 9/1/2007 160020 159689.13 Cash Out Refinance 231094571 899.82 10/1/2007 100000 99874.47 Rate/Term Refinance 231094572 627.22 10/1/2007 60300 59992.17 Purchase 231094590 2265 9/1/2007 279000 278326.67 Purchase 231094599 2128.15 9/1/2007 252000 251177.34 Purchase 231094720 1503.44 9/1/2007 182750 182559.79 Cash Out Refinance 231094768 1090.89 9/1/2007 154500 154274.51 Cash Out Refinance 231094777 626.39 10/1/2007 65000 64954.93 Cash Out Refinance 231094791 1907.78 10/1/2007 189000 188826.86 Purchase 231094851 2971.13 9/1/2007 350220 350051.96 Cash Out Refinance 231094939 1131.57 9/1/2007 123200 123053.41 Rate/Term Refinance 231094940 838.3 9/1/2007 100000 99988.35 Cash Out Refinance 231095037 1716.11 9/1/2007 176000 175881.89 Cash Out Refinance 231095117 1915.31 9/1/2007 264000 263864.91 Rate/Term Refinance 231095124 1446.77 9/1/2007 165000 164778.74 Rate/Term Refinance 231095130 2045.43 9/1/2007 256500 256067.65 Purchase 231095266 1909 10/1/2007 256500 256164.99 Cash Out Refinance 231095274 1097.45 10/1/2007 119000 118782.4 Cash Out Refinance 231095277 896.1 10/1/2007 100000 99915.78 Purchase 231095332 1616.66 9/1/2007 207000 206756.96 Purchase 231095374 1679.16 9/1/2007 247500 246910.91 Cash Out Refinance 231095388 1938.66 9/1/2007 246400 245746.22 Cash Out Refinance 231095396 1784.98 9/1/2007 203915 203640.37 Rate/Term Refinance 231095400 1491.24 9/1/2007 159750 159566.4 Purchase 231095429 3313.91 9/1/2007 382000 381961.51 Rate/Term Refinance 231095447 1577.76 9/1/2007 157500 157352.48 Purchase 231095465 1434.88 9/1/2007 160125 159921.83 Cash Out Refinance 231095486 1178.9 9/1/2007 134450 134330.3 Rate/Term Refinance 231095515 1182.85 9/1/2007 170000 169744.35 Cash Out Refinance 231095520 1313.97 9/1/2007 190000 189833.24 Cash Out Refinance 231095525 1870 9/1/2007 286000 285918.16 Rate/Term Refinance 231095583 1178.08 10/1/2007 139500 138689.92 Purchase 231095586 1722.07 9/1/2007 204800 204597.73 Cash Out Refinance 231095597 3406.94 9/1/2007 408000 407793.9 Cash Out Refinance 231095631 2017.91 9/1/2007 208250 208107.8 Cash Out Refinance 231095656 3015.09 10/1/2007 369750 369158.27 Rate/Term Refinance 231095661 1005.26 9/1/2007 100350 100287.64 Purchase 231095675 1773.59 8/1/2007 212400 212186.67 Cash Out Refinance 231095684 933.03 9/1/2007 102000 101918.59 Cash Out Refinance 231095733 1005.53 9/1/2007 114100 113948.92 Purchase 231095734 466.74 9/1/2007 50000 49962.19 Purchase 231095736 1756.77 9/1/2007 220500 220127.55 Rate/Term Refinance 231095738 1536.58 10/1/2007 151650 151558.84 Purchase 231095749 1044.03 10/1/2007 100000 99945 Purchase 231095755 850.52 10/1/2007 101150 100999.57 Cash Out Refinance 231095786 2086.31 9/1/2007 232050 231856.21 Cash Out Refinance 231095808 1547.27 9/1/2007 220150 219958.92 Cash Out Refinance 231095816 2473.81 9/1/2007 342000 341285.66 Purchase 231095849 1647.66 9/1/2007 192600 192325.37 Cash Out Refinance 231095850 3456.38 10/1/2007 402300 401599.94 Purchase 231095878 1149.04 10/1/2007 175000 174704.83 Cash Out Refinance 231095898 1327.66 9/1/2007 168000 167710.91 Cash Out Refinance 231095902 1979.15 9/1/2007 233750 233523 Cash Out Refinance 231095912 754.38 10/1/2007 81800 81736.1 Purchase 231095917 1871.98 9/1/2007 321300 321104.9 Cash Out Refinance 231095934 3110.97 10/1/2007 355995 355675.32 Cash Out Refinance 231095935 1646.88 9/1/2007 227000 226825.14 Cash Out Refinance 231095953 1960.05 9/1/2007 282200 282036.37 Cash Out Refinance 231095961 1033.25 10/1/2007 135000 134834.17 Cash Out Refinance 231095972 2112.1 9/1/2007 298800 298700.46 Cash Out Refinance 231095996 1146.35 9/1/2007 123300 123205.74 Purchase 231095997 2066.11 9/1/2007 291200 290778.35 Rate/Term Refinance 231096003 3008.88 9/1/2007 382500 382413.63 Cash Out Refinance 231096004 857.73 9/1/2007 120000 119557.26 Cash Out Refinance 231096021 1252.93 9/1/2007 178752 178711.28 Cash Out Refinance 231096054 1727.41 9/1/2007 243950 243749.08 Purchase 231096061 1435.39 9/1/2007 180000 179798.48 Cash Out Refinance 231096076 1529.12 10/1/2007 167850 167645.95 Purchase 231096079 1474.09 9/1/2007 203400 203115.59 Purchase 231096094 2021.41 9/1/2007 344700 344492.6 Cash Out Refinance 231096107 2069.81 9/1/2007 344000 343873.35 Cash Out Refinance 231096116 1607.42 9/1/2007 234000 233638.86 Cash Out Refinance 231096123 1258.81 9/1/2007 191250 191211.98 Cash Out Refinance 231096131 2179.09 11/1/2007 232500 232217.69 Rate/Term Refinance 231096138 1741.75 10/1/2007 220000 219749.08 Cash Out Refinance 231096143 1874.95 10/1/2007 215100 214905.62 Purchase 231096155 1992.04 9/1/2007 337500 337368.67 Cash Out Refinance 231096157 3063.27 9/1/2007 366500 365149.21 Cash Out Refinance 231096165 1138.9 9/1/2007 153750 153547.14 Cash Out Refinance 231096176 1086.96 9/1/2007 129200 129136.3 Cash Out Refinance 231096179 1933.1 9/1/2007 225000 224789.2 Cash Out Refinance 231096188 1033.78 10/1/2007 125000 124871.53 Cash Out Refinance 231096198 2352.95 9/1/2007 333000 332724.16 Cash Out Refinance 231096210 3129.76 10/1/2007 469000 468242.44 Cash Out Refinance 231096217 1291.77 10/1/2007 168000 167795.74 Cash Out Refinance 231096236 1584.82 9/1/2007 220500 220453.94 Cash Out Refinance 231096254 1118.2 9/1/2007 121500 121470.71 Cash Out Refinance 231096256 1026.13 9/1/2007 185000 185000 Cash Out Refinance 231096296 2211.24 9/1/2007 297000 296858.76 Rate/Term Refinance 231096300 634.04 10/1/2007 78800 78713.6 Purchase 231096336 1412.87 9/1/2007 203200 203083.21 Cash Out Refinance 231096343 1878.12 9/1/2007 198000 197856.61 Purchase 231096344 1670.61 10/1/2007 231625 231174.54 Purchase 231096346 1412.15 10/1/2007 200000 199707.64 Purchase 231096361 2016.1 9/1/2007 300000 299512.82 Rate/Term Refinance 231096367 1953 9/1/2007 325000 324879.91 Cash Out Refinance 231096385 1296.31 9/1/2007 175000 174769.1 Cash Out Refinance 231096394 2627.59 10/1/2007 379950 379724.46 Cash Out Refinance 231096395 2609.94 12/1/2007 315000 312100.17 Cash Out Refinance 231096405 2748.04 8/1/2007 324000 323686.67 Cash Out Refinance 231096424 1004.65 10/1/2007 120000 119729.84 Cash Out Refinance 231096425 1244.05 9/1/2007 136000 135891.43 Purchase 231096476 1178.24 9/1/2007 129600 129494.87 Cash Out Refinance 231096499 3019.9 9/1/2007 350000 349675.54 Purchase 231096508 1956.4 9/1/2007 260100 259979.89 Cash Out Refinance 231096518 1717.82 10/1/2007 216000 215756.66 Cash Out Refinance 231096519 1898.49 9/1/2007 265000 264624.73 Cash Out Refinance 231096527 1059.52 9/1/2007 121500 121390.32 Purchase 231096534 803.28 9/1/2007 86400 86333.95 Cash Out Refinance 231096550 2063.66 9/1/2007 293700 293267.04 Purchase 231096551 1789.06 10/1/2007 233750 233462.85 Cash Out Refinance 231096559 2325.65 9/1/2007 279000 278718.6 Cash Out Refinance 231096573 1600.79 9/1/2007 175000 174860.31 Cash Out Refinance 231096582 2089.43 10/1/2007 288000 287852.63 Cash Out Refinance 231096613 1826 9/1/2007 208250 208064.59 Cash Out Refinance 231096634 2663.75 10/1/2007 419250 418497.27 Cash Out Refinance 231096641 2668.3 9/1/2007 355500 355436.42 Cash Out Refinance 231096653 2002.57 9/1/2007 250000 249624.84 Cash Out Refinance 231096655 2396.12 9/1/2007 300000 299957.59 Purchase 231096689 2838.06 9/1/2007 400000 399422.04 Purchase 231096706 499.82 9/1/2007 56000 55984.78 Cash Out Refinance 231096708 2001.57 9/1/2007 249000 248845.27 Cash Out Refinance 231096729 1671.48 9/1/2007 215000 214744.96 Rate/Term Refinance 231096740 1043.79 9/1/2007 116000 115903.34 Cash Out Refinance 231096743 821 9/1/2007 92000 91921.67 Cash Out Refinance 231096750 1772.63 9/1/2007 234000 233894.15 Cash Out Refinance 231096751 2252.1 9/1/2007 328500 327991 Rate/Term Refinance 231096754 742.83 10/1/2007 102400 102243.35 Purchase 231096762 885.89 9/1/2007 104000 103900.48 Cash Out Refinance 231096763 1092.2 9/1/2007 150300 150269.79 Cash Out Refinance 231096775 1617.99 9/1/2007 269250 269150.49 Cash Out Refinance 231096776 1161.31 9/1/2007 175000 174952.23 Cash Out Refinance 231096777 879.16 9/1/2007 110000 109877.48 Cash Out Refinance 231096779 3751.06 9/1/2007 450000 449536 Purchase 231096781 1725.61 9/1/2007 245000 244863.86 Cash Out Refinance 231096787 1396.66 9/1/2007 160500 160354.34 Rate/Term Refinance 231096841 2009.51 9/1/2007 228600 228397.76 Purchase 231096858 857.9 9/1/2007 131250 131161.43 Cash Out Refinance 231096892 1231.53 9/1/2007 129600 129572.21 Purchase 231096909 2189.66 9/1/2007 305000 304839.29 Cash Out Refinance 231096915 2943.24 9/1/2007 393300 393115.71 Rate/Term Refinance 231096928 972.78 10/1/2007 104000 103921.75 Purchase 231096936 1254.01 9/1/2007 160565 160498.65 Purchase 231096940 1095.48 9/1/2007 130000 129872.29 Cash Out Refinance 231096954 1819.69 9/1/2007 254000 253640.3 Cash Out Refinance 231096959 1807.31 9/1/2007 210000 209804.09 Cash Out Refinance 231097389 1132.21 9/1/2007 130000 129882.26 Cash Out Refinance 231097742 3079.52 9/1/2007 408000 407483.18 Cash Out Refinance 231097774 898.96 9/1/2007 89910 89853.81 Purchase 231097785 2751.06 9/1/2007 405000 404897.54 Purchase 231097991 1607.16 9/1/2007 195300 195275.48 Purchase 331054528 3992.24 9/1/2007 518075 517420.07 Purchase 331055872 2083.11 9/1/2007 239995 239664.85 Cash Out Refinance 331056173 2322.61 9/1/2007 350000 349807.7 Cash Out Refinance 331057362 2019.02 9/1/2007 234000 233783.08 Purchase 331057921 1452.49 10/1/2007 174250 174074.25 Cash Out Refinance 331058069 2544.6 8/1/2007 364000 363689.62 Rate/Term Refinance 331058119 3067.36 9/1/2007 355500 355003.64 Cash Out Refinance 331058217 2857.04 9/1/2007 446250 445975.53 Cash Out Refinance 331058237 1877.35 10/1/2007 235000 234700.16 Cash Out Refinance 331058238 1350.65 9/1/2007 217600 217264.57 Cash Out Refinance 331058280 1849.37 9/1/2007 302000 301519.25 Cash Out Refinance 331058591 1516.64 9/1/2007 220500 220339.01 Cash Out Refinance 331058607 2536.24 9/1/2007 289250 288862.09 Cash Out Refinance 331058620 2514.75 10/1/2007 346000 345284.55 Cash Out Refinance 331058644 1820.18 9/1/2007 272000 271739.81 Cash Out Refinance 331058659 2257.32 9/1/2007 325000 324718.05 Cash Out Refinance 331058701 2491.55 9/1/2007 290000 289590.79 Cash Out Refinance 331058790 1147.97 9/1/2007 142800 142563.75 Cash Out Refinance 331058908 4610.89 10/1/2007 602437 601323 Purchase 331058915 2360.38 9/1/2007 300000 299878.78 Cash Out Refinance 331058919 1758.21 8/1/2007 233750 233708.51 Cash Out Refinance 331058988 2903.03 9/1/2007 331500 331203.9 Purchase 331058992 3047.13 9/1/2007 523000 522788.9 Cash Out Refinance 331059063 2866.97 10/1/2007 342000 341940.04 Cash Out Refinance 331059078 1466.14 9/1/2007 200000 199593.89 Cash Out Refinance 331059079 3023.76 10/1/2007 487000 486836.57 Cash Out Refinance 331059109 1189.59 9/1/2007 154000 153814.66 Cash Out Refinance 331059123 2460 10/1/2007 320000 320000 Cash Out Refinance 331059181 1441.01 9/1/2007 187000 186919.56 Cash Out Refinance 331059190 3776.93 9/1/2007 454500 454445.17 Purchase 331059193 2163.32 9/1/2007 360000 359866.29 Cash Out Refinance 331059218 1765.85 10/1/2007 225000 224949.61 Cash Out Refinance 331059228 2850.12 9/1/2007 377000 376741.76 Cash Out Refinance 331059234 1954.01 9/1/2007 292000 291814.39 Cash Out Refinance 331059288 2195.75 9/1/2007 382000 381650.41 Cash Out Refinance 331059344 3024.26 9/1/2007 382500 382443.76 Purchase 331059349 2057.95 9/1/2007 275000 274871.13 Cash Out Refinance 331059360 2177.21 9/1/2007 297000 296599.3 Cash Out Refinance 331059361 3223.01 9/1/2007 380000 379632.52 Cash Out Refinance 331059363 3125.84 9/1/2007 420000 419451.46 Cash Out Refinance 331059364 2072.32 9/1/2007 266000 265888.59 Rate/Term Refinance 331059366 1566.71 9/1/2007 250000 249918.41 Cash Out Refinance 331059371 2770.86 9/1/2007 472500 472312.75 Cash Out Refinance 331059403 1812.7 9/1/2007 230000 229735.47 Cash Out Refinance 331059430 3155.58 9/1/2007 515000 514820.24 Cash Out Refinance 331059436 1989.11 10/1/2007 284200 283755.85 Cash Out Refinance 331059478 1558.73 9/1/2007 228150 228093.37 Cash Out Refinance 331059484 3293.57 10/1/2007 452000 451758.56 Cash Out Refinance 331059485 1647.34 9/1/2007 229500 229176.3 Cash Out Refinance 331059491 966.9 9/1/2007 114000 113833.98 Cash Out Refinance 331059515 1988.85 9/1/2007 357000 356795.64 Cash Out Refinance 331059528 3425.35 9/1/2007 407150 407016.73 Cash Out Refinance 331059534 1804.07 8/1/2007 283500 283367.15 Cash Out Refinance 331059566 1986.86 9/1/2007 320000 319892.62 Cash Out Refinance 331059595 581.27 10/1/2007 76500 76465.71 Cash Out Refinance 331059601 3346.23 9/1/2007 432000 431931.28 Purchase 331059613 1806.11 9/1/2007 306000 305880.94 Cash Out Refinance 331059633 2387.74 9/1/2007 263178 262963.35 Purchase 331059634 2028.97 9/1/2007 315000 314905.52 Cash Out Refinance 331059654 2039.72 10/1/2007 266500 266172.62 Cash Out Refinance 331059670 2021.48 9/1/2007 339200 339071.61 Rate/Term Refinance 331059689 4483.32 9/1/2007 625500 625368.08 Cash Out Refinance 331059716 2587.69 12/1/2007 450000 449032.23 Cash Out Refinance 331059731 2433.07 9/1/2007 272000 271927.54 Purchase 331059733 1834.74 9/1/2007 225000 224760.87 Cash Out Refinance 331059750 647.78 9/1/2007 81600 81507.7 Rate/Term Refinance 331059755 1293.49 9/1/2007 151200 151056.84 Purchase 331059761 803.78 8/1/2007 101250 101135.46 Cash Out Refinance 331059776 2623.17 9/1/2007 328950 328581.72 Rate/Term Refinance 331059799 1515.13 10/1/2007 190000 189787.29 Cash Out Refinance 331060154 3267.19 10/1/2007 510250 509281.35 Rate/Term Refinance 331060201 2446.52 10/1/2007 378000 377888.31 Cash Out Refinance 331060206 3114.84 9/1/2007 424000 423918.02 Purchase 331060230 1396.78 9/1/2007 168300 168128.45 Rate/Term Refinance 331060303 2196.94 9/1/2007 243750 243547.75 Cash Out Refinance 331060335 1050.58 8/1/2007 160200 160154.59 Purchase 331060365 1579.02 9/1/2007 211650 211549.94 Purchase 331060376 1966.67 9/1/2007 234500 234266.94 Cash Out Refinance 331060379 2128.67 9/1/2007 258750 258480.69 Cash Out Refinance 331060385 2266.53 9/1/2007 238000 237829.5 Cash Out Refinance 331060394 1768.01 10/1/2007 236000 235696.14 Cash Out Refinance 331060404 865.45 9/1/2007 113600 113459.01 Cash Out Refinance 331060707 3565.22 9/1/2007 424000 423581.25 Cash Out Refinance 331060816 2097.59 9/1/2007 225250 225078.52 Purchase 341040860 1089.57 9/1/2007 136800 136608.53 Rate/Term Refinance 341044326 1084.13 9/1/2007 114750 114580.43 Purchase 341044952 1021.98 9/1/2007 115000 114844.82 Cash Out Refinance 341045129 1249.58 10/1/2007 194650 193960.73 Cash Out Refinance 341045226 1574.1 9/1/2007 230400 230313.93 Purchase 341045281 907.62 9/1/2007 103410 103395.06 Purchase 341045346 1635.35 10/1/2007 216665 216251.9 Purchase 341045387 2351.75 9/1/2007 315000 314942.54 Cash Out Refinance 341045414 1009.42 9/1/2007 116000 115841.44 Cash Out Refinance 341045416 1272.35 9/1/2007 148410 148199.48 Purchase 341045478 1052.79 9/1/2007 117000 116853.12 Purchase 341045509 819.05 9/1/2007 100000 99841.65 Purchase 341045713 2126.73 9/1/2007 272984 272812.91 Cash Out Refinance 341045757 1260.28 9/1/2007 130522 130386.37 Purchase 341045761 1907.84 9/1/2007 197200 197064.76 Cash Out Refinance 341045783 2040.89 9/1/2007 255000 254902.22 Cash Out Refinance 341045792 894.01 9/1/2007 119000 118847.71 Cash Out Refinance 341045821 1499.38 9/1/2007 195000 194762.9 Cash Out Refinance 341045832 1399.99 10/1/2007 164000 163764.89 Cash Out Refinance 341045853 3501.9 9/1/2007 405000 404437.53 Purchase 341045879 1211.39 10/1/2007 141300 141051.11 Purchase 341045901 1581.65 9/1/2007 229000 228650.42 Cash Out Refinance 341045920 1443.8 9/1/2007 168470 168354.73 Cash Out Refinance 351044797 1312.99 9/1/2007 172745 172089.42 Purchase 351046095 943.79 10/1/2007 108000 107634.39 Rate/Term Refinance 351046238 1667.09 9/1/2007 232700 232036.66 Rate/Term Refinance 371043137 1222.22 9/1/2007 157500 156634.25 Rate/Term Refinance 371044034 966.51 9/1/2007 127200 126996.68 Rate/Term Refinance 371048091 1186.33 9/1/2007 155000 154518.92 Cash Out Refinance 371049365 2930.23 9/1/2007 360000 359802.75 Cash Out Refinance 371049795 1928.04 9/1/2007 248000 247406.21 Rate/Term Refinance 371049901 2033.65 8/1/2007 236300 235855.51 Purchase 371049986 1322.61 9/1/2007 144000 143770.55 Cash Out Refinance 371050028 967.47 10/1/2007 100000 99896.62 Cash Out Refinance 371050138 1337.39 9/1/2007 170000 169803.67 Cash Out Refinance 371050231 2661.19 10/1/2007 297000 296947.54 Purchase 371050250 658.71 10/1/2007 62002 61541.18 Cash Out Refinance 371050281 1390.43 10/1/2007 180000 179673.9 Cash Out Refinance 371050298 1156.02 9/1/2007 184000 183724.48 Cash Out Refinance 371050400 1610.87 9/1/2007 210800 210746.88 Cash Out Refinance 371050413 1570.86 9/1/2007 253000 252872.28 Cash Out Refinance 371050425 2144.3 9/1/2007 292500 292281.18 Cash Out Refinance 371050512 1375.21 9/1/2007 184200 184166.41 Cash Out Refinance 371050529 1159.11 10/1/2007 152000 151974.35 Cash Out Refinance 371050634 916.33 9/1/2007 125000 124831.36 Cash Out Refinance 371050665 1651.89 9/1/2007 220500 220072.7 Cash Out Refinance 371050699 2187.2 8/1/2007 234400 234132.6 Cash Out Refinance 371050732 1436.8 9/1/2007 191250 190881.61 Cash Out Refinance 371050745 1006.21 9/1/2007 110000 109912.2 Cash Out Refinance 371050779 632.22 10/1/2007 80000 79862.34 Cash Out Refinance 371050995 1265.41 9/1/2007 116865 116778.32 Purchase 371051074 1583.41 10/1/2007 200000 199657.27 Cash Out Refinance 371051136 1147.32 8/1/2007 120000 119914.97 Cash Out Refinance 371051171 804.99 9/1/2007 112000 111976.6 Rate/Term Refinance 371051220 966.55 10/1/2007 112500 112337.75 Purchase 371051227 923.77 9/1/2007 100800 100792.02 Purchase 371051228 2575.72 9/1/2007 323000 322638.39 Purchase 371051250 2971.75 8/1/2007 405000 404179.3 Purchase 371051355 835.54 10/1/2007 117000 116937.46 Cash Out Refinance 371051564 1489.63 9/1/2007 209700 209528.79 Cash Out Refinance 371051594 2061.53 10/1/2007 225000 224730.56 Rate/Term Refinance 371051602 1530.59 9/1/2007 191250 190930.29 Rate/Term Refinance 371051625 2354.96 9/1/2007 285000 284706.45 Cash Out Refinance 371051637 667.44 9/1/2007 108800 108671.02 Cash Out Refinance 371051640 1473.49 9/1/2007 176000 175824.33 Cash Out Refinance 371051679 1283.37 10/1/2007 156000 155837.64 Cash Out Refinance 371051680 2299.91 10/1/2007 270000 269741.65 Rate/Term Refinance 371051703 1060.04 9/1/2007 126000 125958.75 Cash Out Refinance 371051707 898.84 10/1/2007 129500 129282.19 Purchase 371051709 1628.97 9/1/2007 181800 181784.09 Cash Out Refinance 371051719 2116.36 9/1/2007 289800 289405.83 Cash Out Refinance 371051733 697.5 9/1/2007 100000 99850.37 Cash Out Refinance 371051743 2211.45 9/1/2007 263000 262740.24 Rate/Term Refinance 371051748 1318.87 10/1/2007 199920 199539.11 Purchase 371051751 842.36 9/1/2007 140000 139948.47 Cash Out Refinance 371051752 1498.05 9/1/2007 247400 247265.49 Cash Out Refinance 371051755 1224.35 8/1/2007 174250 173993.14 Cash Out Refinance 371051759 1251.84 10/1/2007 184000 183831.39 Cash Out Refinance 371051763 2025.91 8/1/2007 229500 229299.12 Purchase 371051800 4698.54 9/1/2007 480000 479519.87 Cash Out Refinance 371051824 1817.03 9/1/2007 190800 190663.32 Cash Out Refinance 371051831 1415.94 9/1/2007 183750 183720.19 Cash Out Refinance 371051836 1261.89 9/1/2007 146250 146114.31 Cash Out Refinance 371051842 1863.84 10/1/2007 283000 282525.46 Cash Out Refinance 371051862 876.83 9/1/2007 100000 99910.97 Cash Out Refinance 371051895 1138.91 9/1/2007 124000 123852.49 Cash Out Refinance 371051898 1853.05 10/1/2007 240000 239400.03 Cash Out Refinance 371051906 1383.07 10/1/2007 131500 131395.22 Cash Out Refinance 371051914 1330.16 9/1/2007 143650 143538.97 Cash Out Refinance 371051924 1495.81 9/1/2007 188000 187681.48 Cash Out Refinance 371051927 2018.32 9/1/2007 300600 300481.11 Cash Out Refinance 371051928 2389.29 9/1/2007 284000 283859.98 Purchase 371052206 1306.45 10/1/2007 149500 149365.75 Cash Out Refinance 371052239 1368.36 9/1/2007 184500 184257.21 Rate/Term Refinance 371052252 1299.73 10/1/2007 182000 181268.93 Rate/Term Refinance 371052261 1246.68 9/1/2007 182750 182463.57 Cash Out Refinance 371052268 1001.13 8/1/2007 110800 110708.65 Purchase 371052288 1555 9/1/2007 195000 194781.69 Cash Out Refinance 371052292 1554.81 9/1/2007 212500 212212.13 Cash Out Refinance 371052298 1923.24 10/1/2007 256000 255672.4 Cash Out Refinance 371052301 1196.16 9/1/2007 150000 149828.19 Cash Out Refinance 371052311 1879.55 10/1/2007 211500 211318.01 Purchase 371052313 1515.48 10/1/2007 194400 194170.82 Cash Out Refinance 371052338 1370.81 9/1/2007 180900 180852.95 Cash Out Refinance 371052349 2263.98 9/1/2007 247500 247302.43 Cash Out Refinance 371052405 1942.83 9/1/2007 217350 217072.46 Purchase 371052410 2159.81 9/1/2007 283500 283148.15 Cash Out Refinance 371052411 1237.16 9/1/2007 132000 131901.24 Cash Out Refinance 371052416 1554.1 9/1/2007 172000 171858.19 Rate/Term Refinance 371052421 2149.59 9/1/2007 312000 311521.36 Cash Out Refinance 371052441 2594.79 9/1/2007 297710 297680.6 Purchase 371052502 2283.22 9/1/2007 291550 291209.81 Cash Out Refinance 371052579 1862.98 9/1/2007 259200 259145.85 Rate/Term Refinance 371052595 1470.45 9/1/2007 182750 182549.61 Purchase 371052604 1039.75 10/1/2007 117000 116899.32 Cash Out Refinance 371052615 1245.12 9/1/2007 144000 143867.22 Purchase 371052622 2460.74 9/1/2007 323000 322599.12 Cash Out Refinance 371052629 2765.19 9/1/2007 330000 329671.33 Cash Out Refinance 371052646 1540.4 9/1/2007 192000 191926.91 Rate/Term Refinance 371052657 1287.35 9/1/2007 130500 130415.28 Cash Out Refinance 371052658 1986.92 10/1/2007 219994 219812.44 Cash Out Refinance 371052660 2674.01 9/1/2007 315000 314696.01 Cash Out Refinance 371052686 1287.04 9/1/2007 195500 195500 Cash Out Refinance 371052749 1366.24 9/1/2007 148750 148632.53 Purchase 371052784 1179.44 9/1/2007 144000 143848.54 Purchase 371052803 1734.8 9/1/2007 192000 191841.72 Purchase 371052812 703.32 10/1/2007 86250 86158.33 Cash Out Refinance 371052836 751.27 9/1/2007 100000 99872.02 Cash Out Refinance 371052851 1459.27 10/1/2007 195000 194908.63 Cash Out Refinance 371052862 1249.92 9/1/2007 172800 172560.18 Cash Out Refinance 371052917 914.6 10/1/2007 106000 105901.74 Cash Out Refinance 411004211 1009.7 10/1/2007 134400 133993.55 Rate/Term Refinance 411004493 1013.1 9/1/2007 125910 125293 Cash Out Refinance 411004852 2292.8 10/1/2007 294300 293893.01 Cash Out Refinance 411004856 930.54 9/1/2007 122800 122757.28 Rate/Term Refinance 411004857 1144.77 10/1/2007 142000 141892.66 Rate/Term Refinance 411004879 1752.36 10/1/2007 228000 227868.33 Cash Out Refinance 411004913 1015.55 9/1/2007 118500 118445.02 Cash Out Refinance 411004945 3362.15 9/1/2007 359100 358977.45 Cash Out Refinance 411004967 2225.81 10/1/2007 311400 311300.2 Cash Out Refinance 411005017 1535.49 8/1/2007 164000 163944.02 Cash Out Refinance 411005019 2874.43 9/1/2007 336000 335681.86 Cash Out Refinance 411005034 1234.23 9/1/2007 125600 125517.55 Cash Out Refinance 411005038 1447.24 10/1/2007 192000 191949.1 Cash Out Refinance 411005077 898.26 9/1/2007 105000 104900.58 Cash Out Refinance 411005082 1922.45 9/1/2007 279500 279334.64 Cash Out Refinance 411005212 843.67 9/1/2007 116900 116808.2 Rate/Term Refinance 411005223 1866.22 9/1/2007 265500 265409.85 Cash Out Refinance 411005250 756.86 10/1/2007 92000 91904.25 Cash Out Refinance 411005257 999.76 9/1/2007 112500 112403.19 Cash Out Refinance 411005272 1425.86 9/1/2007 158000 157959.18 Cash Out Refinance 411005305 2317.34 9/1/2007 261000 260976.22 Purchase 411005315 546.33 9/1/2007 61600 61291.68 Rate/Term Refinance 411005355 753.48 9/1/2007 85500 85386.8 Purchase 411005365 1353.46 9/1/2007 153000 152957.64 Cash Out Refinance 411005409 784.01 9/1/2007 87300 87256.19 Cash Out Refinance 411005434 1162.04 9/1/2007 153999.6 153958.92 Cash Out Refinance 411005439 1279.69 9/1/2007 144000 143876.1 Cash Out Refinance 411005483 3003.49 9/1/2007 365500 365370.96 Cash Out Refinance 411005487 824.79 9/1/2007 96000 95910.06 Rate/Term Refinance 411005494 1762.05 9/1/2007 225000 224737.45 Cash Out Refinance 411005506 764.08 11/1/2007 91500 91484.53 Rate/Term Refinance 411005515 1719.88 10/1/2007 213750 213515.62 Cash Out Refinance 411005567 876.96 9/1/2007 115000 114980.59 Cash Out Refinance 411005612 1622.21 9/1/2007 218450 218409.37 Rate/Term Refinance 411005632 776.86 9/1/2007 91200 91112.73 Cash Out Refinance 411005634 1158.02 9/1/2007 147200 147030.01 Cash Out Refinance 411005649 1303.05 9/1/2007 145350 145311.58 Cash Out Refinance 411005654 1883.77 9/1/2007 243000 242894.07 Rate/Term Refinance 411005680 1031.1 10/1/2007 139600 139573.54 Cash Out Refinance 411005694 1437.43 9/1/2007 208000 207585.05 Rate/Term Refinance 411005768 1257.49 10/1/2007 166650 166620.77 Cash Out Refinance 411005779 1726.19 9/1/2007 255600 255534.1 Cash Out Refinance 411005783 597.55 9/1/2007 72000 71926.62 Rate/Term Refinance 511060953 1305.4 10/1/2007 202300 201590.53 Cash Out Refinance 511061690 1166.97 10/1/2007 154000 153932.75 Rate/Term Refinance 511061934 1504.66 11/1/2007 188000 187854.67 Cash Out Refinance 511062893 2443.96 9/1/2007 339500 338541.87 Cash Out Refinance 511062925 1033.97 9/1/2007 108000 107993.03 Purchase 511063238 1347.79 9/1/2007 173000 172854.86 Cash Out Refinance 511063430 1719.52 9/1/2007 202500 202435.69 Purchase 511063514 1868.62 8/1/2007 242250 242040.69 Rate/Term Refinance 511063559 906.92 8/1/2007 90000 89984.58 Cash Out Refinance 511063567 1201.83 10/1/2007 171000 170427.4 Cash Out Refinance 511063646 1042.88 9/1/2007 118000 117983.47 Rate/Term Refinance 511063684 1164.62 9/1/2007 180000 179749.23 Cash Out Refinance 511063696 1579.51 10/1/2007 243750 243642.04 Cash Out Refinance 511063742 1283.93 12/1/2007 200000 199222.08 Cash Out Refinance 511063751 1353.58 9/1/2007 138550 138362.47 Purchase 511063764 3302.61 8/1/2007 400000 399790.48 Purchase 511063775 1565.5 9/1/2007 198000 197956.16 Rate/Term Refinance 511063940 2193.22 9/1/2007 360000 358596.23 Cash Out Refinance 511063965 2101.46 9/1/2007 344000 343817.75 Cash Out Refinance 511063967 1610.84 9/1/2007 170500 170375.17 Cash Out Refinance 511063995 1674.6 10/1/2007 202500 202462.46 Cash Out Refinance 511064005 1491.9 9/1/2007 207000 206913.73 Cash Out Refinance 511064116 2277.42 9/1/2007 324000 323889.98 Cash Out Refinance 511064122 2548.29 9/1/2007 301750 301455.11 Cash Out Refinance 511064232 1082.16 9/1/2007 115000 114871.74 Cash Out Refinance 511064296 1086.86 9/1/2007 153000 152832.86 Cash Out Refinance 511064316 2476.11 9/1/2007 282750 282321.23 Cash Out Refinance 511064388 1028.44 9/1/2007 108000 107977.01 Purchase 511064416 2026.46 9/1/2007 241000 240637.22 Cash Out Refinance 511064518 1741.5 9/1/2007 252000 251909.39 Purchase 511064540 1516.13 9/1/2007 184500 184401.89 Rate/Term Refinance 511064542 1329.71 9/1/2007 175000 174921.55 Cash Out Refinance 511064555 1565.21 8/1/2007 192800 192488.22 Cash Out Refinance 511064594 2202.76 10/1/2007 280000 279513.19 Cash Out Refinance 511064603 2471.87 9/1/2007 320000 319413.33 Cash Out Refinance 511064618 1664.03 9/1/2007 282000 281854.01 Cash Out Refinance 511064640 668.21 10/1/2007 68000 67829 Cash Out Refinance 511064684 1708.84 9/1/2007 256000 255861.4 Cash Out Refinance 511064693 2749.15 10/1/2007 405000 404845.42 Cash Out Refinance 511064698 1686.16 9/1/2007 304524 304221.54 Cash Out Refinance 511064720 2270.08 8/1/2007 276250 276152.47 Cash Out Refinance 511064747 2906.3 9/1/2007 385050 384315.83 Cash Out Refinance 511064756 895.81 9/1/2007 107986 107949.01 Cash Out Refinance 511064779 2886.24 9/1/2007 382500 382398.96 Cash Out Refinance 511064790 1958.53 10/1/2007 234985 234905.7 Cash Out Refinance 511064855 3104.63 9/1/2007 405000 404899.1 Cash Out Refinance 511064899 1275.09 9/1/2007 123500 123429.76 Cash Out Refinance 511064927 1117.25 9/1/2007 132800 132734.51 Cash Out Refinance 511064930 1399.24 10/1/2007 161785 161653.67 Cash Out Refinance 511064950 1032.67 9/1/2007 131250 131170.13 Cash Out Refinance 511064978 1040.24 9/1/2007 102850 102024.93 Cash Out Refinance 511065022 735.13 10/1/2007 104000 103944.65 Cash Out Refinance 511065025 1219.82 9/1/2007 166400 166062.14 Cash Out Refinance 511065026 1093 8/1/2007 132300 132275.38 Rate/Term Refinance 511065042 946.71 9/1/2007 148000 147894.6 Cash Out Refinance 511065076 2201.72 9/1/2007 315000 314890.98 Cash Out Refinance 511065090 2285.74 9/1/2007 369280 368233.47 Cash Out Refinance 511065098 1006.97 9/1/2007 130000 129765.93 Cash Out Refinance 511065108 2354.98 10/1/2007 361250 361092.97 Cash Out Refinance 511065121 1075.53 9/1/2007 157000 156848.65 Cash Out Refinance 511065122 1014 9/1/2007 177500 177252.33 Rate/Term Refinance 511065128 1871 10/1/2007 245000 244837.04 Cash Out Refinance 511065168 2644.67 9/1/2007 360000 359895.24 Cash Out Refinance 511065179 1101.91 9/1/2007 119000 118861.43 Cash Out Refinance 511065181 4792.24 9/1/2007 600000 599915.19 Cash Out Refinance 511065198 1734.73 9/1/2007 179900 179863.19 Cash Out Refinance 511065245 1545.8 9/1/2007 204800 204409.51 Cash Out Refinance 511065274 2037.66 9/1/2007 229500 229479.09 Cash Out Refinance 511065378 3696.27 9/1/2007 389418 389378.56 Purchase 511065380 995.6 9/1/2007 129200 129050.7 Cash Out Refinance 511065390 919.31 9/1/2007 100500 100379.15 Cash Out Refinance 511065397 2397 9/1/2007 357000 356858.82 Cash Out Refinance 511065402 2089.73 9/1/2007 216000 215776.74 Cash Out Refinance 511065443 1808.55 9/1/2007 199750 199585.76 Purchase 511065450 1668.13 9/1/2007 218700 218554.05 Cash Out Refinance 511065482 2274.2 10/1/2007 353500 353251.77 Cash Out Refinance 511065483 1739.69 9/1/2007 247500 247415.98 Cash Out Refinance 511065526 2366.49 10/1/2007 315000 314596.89 Purchase 511065552 2509.38 9/1/2007 357000 356878.77 Rate/Term Refinance 511065554 1051.71 10/1/2007 157600 157332.7 Cash Out Refinance 511065560 2116.47 10/1/2007 312800 312501.99 Cash Out Refinance 511065562 779.86 9/1/2007 90000 89868.5 Cash Out Refinance 511065563 1360.21 10/1/2007 213750 213582.81 Cash Out Refinance 511065644 2689.45 9/1/2007 332006 331883.38 Cash Out Refinance 511065660 2198.3 9/1/2007 324000 323876.18 Cash Out Refinance 511065685 1863.33 9/1/2007 259250 259168.49 Cash Out Refinance 511065715 1131.49 9/1/2007 140250 140221.3 Purchase 511065717 1932.25 9/1/2007 256000 255675.72 Cash Out Refinance 511065719 1907.81 9/1/2007 274500 274403.16 Cash Out Refinance 511065727 1625.34 9/1/2007 168000 167884.78 Cash Out Refinance 511065745 2508.58 9/1/2007 316000 315642.53 Cash Out Refinance 511065752 1611.02 9/1/2007 267750 267601.7 Cash Out Refinance 511065774 1214.42 9/1/2007 178500 178391.31 Cash Out Refinance 511065809 1169.68 10/1/2007 141000 140926.93 Cash Out Refinance 511065811 1660.17 8/1/2007 184500 184346.26 Cash Out Refinance 511065816 2950.76 11/1/2007 399500 399424.25 Cash Out Refinance 511065818 1575.87 9/1/2007 185000 184822.97 Cash Out Refinance 511065840 2064.43 9/1/2007 367010 367010 Cash Out Refinance 511065846 1617.17 9/1/2007 225000 224929.24 Purchase 511065852 1913.31 10/1/2007 261000 260647.86 Cash Out Refinance 511065876 911.45 9/1/2007 107000 106897.61 Cash Out Refinance 511065878 2048.36 9/1/2007 310500 310413.62 Cash Out Refinance 511065930 1293.87 9/1/2007 228000 227900.99 Cash Out Refinance 511065939 1806.25 9/1/2007 291000 290777.01 Cash Out Refinance 511065955 3806.82 9/1/2007 510000 509759.25 Cash Out Refinance 511065960 979.5 9/1/2007 130500 130476.67 Cash Out Refinance 511065964 1284.24 9/1/2007 197000 196943.09 Cash Out Refinance 511065979 2543.2 9/1/2007 374400 374305.29 Cash Out Refinance 511065988 1441.67 9/1/2007 226000 225930.14 Cash Out Refinance 511066003 1569.9 9/1/2007 193800 193649.3 Purchase 511066026 1307.91 9/1/2007 191250 190952.18 Cash Out Refinance 511066038 1923.48 10/1/2007 328000 327870.01 Cash Out Refinance 511066049 2119.78 9/1/2007 331500 330911.96 Cash Out Refinance 511066064 1338.75 9/1/2007 238000 238000 Cash Out Refinance 511066091 1265.58 10/1/2007 147000 146955.4 Cash Out Refinance 511066111 1189.82 9/1/2007 154030 153844.63 Cash Out Refinance 511066120 1303.82 9/1/2007 205000 204851.92 Cash Out Refinance 511066142 874.2 9/1/2007 157750 157750 Cash Out Refinance 511066161 2163.23 9/1/2007 276300 276186.69 Cash Out Refinance 511066166 1377.7 9/1/2007 196000 195955.78 Cash Out Refinance 511066178 2142.12 9/1/2007 380000 379831.97 Cash Out Refinance 511066242 1732.42 9/1/2007 256500 256090.57 Cash Out Refinance 511066291 1084.06 10/1/2007 150000 149969.27 Cash Out Refinance 511066308 2027.16 9/1/2007 247500 247239.69 Cash Out Refinance 511066313 1244.45 9/1/2007 140992 140952.67 Cash Out Refinance 511066318 1525.64 9/1/2007 256000 255903.1 Cash Out Refinance 511066320 2576.53 9/1/2007 297000 296970.07 Cash Out Refinance 511066344 1778.88 9/1/2007 247500 247448.3 Cash Out Refinance 511066525 2530.98 9/1/2007 407634 407497.21 Cash Out Refinance 511066539 1582.69 10/1/2007 238500 238434.91 Cash Out Refinance 511066561 1079.72 9/1/2007 165000 164888.96 Cash Out Refinance 511066567 962.97 9/1/2007 130000 129828.48 Cash Out Refinance 511066591 1268.66 9/1/2007 187500 187384.18 Cash Out Refinance 511066595 1763.7 9/1/2007 295000 294889.36 Cash Out Refinance 511066628 1566.85 9/1/2007 227800 227665.22 Cash Out Refinance 511066648 1629.36 9/1/2007 202500 202277.95 Purchase 511066650 1541.63 9/1/2007 225000 224944.68 Cash Out Refinance 511066706 1562.76 10/1/2007 225000 224870.29 Cash Out Refinance 511066920 1870.6 9/1/2007 318983 318856.58 Cash Out Refinance 521056854 973.44 10/1/2007 140000 139755.32 Cash Out Refinance 521058515 875.44 9/1/2007 86400 86271.42 Purchase 521058631 772.2 9/1/2007 76500 76406.09 Cash Out Refinance 521058686 510.67 9/1/2007 50400 50354.34 Rate/Term Refinance 521058787 1842.46 10/1/2007 264800 264400.56 Cash Out Refinance 521058798 615.57 9/1/2007 59400 59332.5 Cash Out Refinance 521058972 1189.31 9/1/2007 128700 128549.34 Purchase 521059007 2358.6 8/1/2007 280500 280082.79 Rate/Term Refinance 521059177 670.81 9/1/2007 68000 67933.24 Cash Out Refinance 521059259 1257.49 9/1/2007 157500 157377.36 Rate/Term Refinance 521059401 1087.68 10/1/2007 135300 135076.16 Cash Out Refinance 521059442 1143.2 9/1/2007 119097 118928.46 Purchase 521059475 1519.35 9/1/2007 174600 174279.81 Cash Out Refinance 521059611 534.88 8/1/2007 52000 51954.91 Purchase 521059619 1061.73 9/1/2007 113400 113318.96 Purchase 521059879 1770.99 9/1/2007 235450 235286.31 Cash Out Refinance 521059908 782.41 9/1/2007 81190 81086.8 Cash Out Refinance 521059924 1127.37 9/1/2007 131500 131376.16 Rate/Term Refinance 521060024 1648.18 9/1/2007 195000 194822.22 Cash Out Refinance 521060029 1817.12 9/1/2007 287300 287207.96 Cash Out Refinance 521060042 713.32 9/1/2007 78300 78236.81 Cash Out Refinance 521060091 1200.94 9/1/2007 132097 131935.56 Purchase 521060130 1352.95 9/1/2007 204000 203916.06 Cash Out Refinance 521060156 2835.8 10/1/2007 340200 338582.09 Purchase 521060219 1036.59 9/1/2007 115200 115055 Rate/Term Refinance 521060253 1035.42 9/1/2007 117000 116898.23 Purchase 521060282 2371.11 9/1/2007 335000 334267.98 Cash Out Refinance 521060304 1304.76 9/1/2007 158950 158772.98 Cash Out Refinance 521060319 1713.08 9/1/2007 245000 244635.2 Cash Out Refinance 521060357 1337.32 9/1/2007 184000 183747.19 Rate/Term Refinance 521060388 837.31 9/1/2007 105000 104823.02 Cash Out Refinance 521060411 2074.79 10/1/2007 289000 288770.8 Cash Out Refinance 521060443 1590.27 9/1/2007 182750 182584.16 Purchase 521060452 1482.84 9/1/2007 205000 204715.47 Cash Out Refinance 521060459 1377.67 9/1/2007 180000 179778.88 Cash Out Refinance 521060469 958.38 10/1/2007 103500 103419.38 Cash Out Refinance 521060472 1336.08 9/1/2007 215000 214752.83 Cash Out Refinance 521060475 1279.84 9/1/2007 128250 128128.56 Purchase 521060496 636.12 10/1/2007 75000 74890.77 Cash Out Refinance 521060502 1646.76 9/1/2007 224000 223699.62 Cash Out Refinance 521060511 1885.55 10/1/2007 247500 247192.83 Purchase 521060520 1124.11 9/1/2007 123900 123747.75 Cash Out Refinance 521060527 1023.02 10/1/2007 128000 127857.43 Purchase 521060556 876.1 9/1/2007 170000 169857.26 Cash Out Refinance 521060565 797.44 9/1/2007 100000 99826.26 Cash Out Refinance 521060582 1186.49 9/1/2007 140800 140591.68 Rate/Term Refinance 521060587 1562.79 9/1/2007 192000 191894.67 Cash Out Refinance 521060607 908.2 9/1/2007 116000 115952.42 Cash Out Refinance 521060616 1081.08 9/1/2007 152000 151781.48 Cash Out Refinance 521060626 1275.37 9/1/2007 182400 181989.77 Cash Out Refinance 521060646 1925.25 9/1/2007 237150 236766.53 Purchase 521060658 1820.03 9/1/2007 216450 216128.06 Purchase 521060668 3637.18 8/1/2007 396000 395687.27 Cash Out Refinance 521060675 569.44 9/1/2007 53550 53521.66 Purchase 521060755 1656.96 10/1/2007 204557 204224.5 Purchase 521060762 627.11 9/1/2007 68000 67946.88 Purchase 521060769 954.73 10/1/2007 146000 145751.8 Cash Out Refinance 521060778 1727.87 9/1/2007 177900 177708.04 Purchase 521060826 1160.83 9/1/2007 132000 131883.35 Cash Out Refinance 521060840 1767.28 9/1/2007 242000 241670.85 Cash Out Refinance 521060854 810.31 9/1/2007 132560 132513.4 Purchase 521060862 1032.99 9/1/2007 114800 114704.34 Cash Out Refinance 521060871 2152.96 9/1/2007 280000 279659.54 Cash Out Refinance 521060874 719.87 10/1/2007 76500 76414.69 Cash Out Refinance 521060875 1180.44 10/1/2007 162000 161951.46 Cash Out Refinance 521060891 638.34 10/1/2007 63000 62942.92 Purchase 521060900 1441.33 9/1/2007 132800 131846.06 Purchase 521060905 1660.2 9/1/2007 261300 260236.62 Cash Out Refinance 521060924 949.84 8/1/2007 117000 116874.35 Purchase 521060930 2155.71 9/1/2007 325750 325536.93 Rate/Term Refinance 521060939 1844.5 9/1/2007 255000 254640.98 Cash Out Refinance 521060941 835.8 9/1/2007 101150 101045.82 Cash Out Refinance 521060945 848.99 9/1/2007 88000 87991.75 Cash Out Refinance 521060949 875.65 9/1/2007 100000 99990.32 Rate/Term Refinance 521060964 2896.6 9/1/2007 292500 292312.15 Cash Out Refinance 521061039 793.85 9/1/2007 100000 99886.88 Purchase 521061043 877.75 9/1/2007 100020 99908.7 Cash Out Refinance 521061044 1581.53 9/1/2007 212500 212222.46 Cash Out Refinance 521061050 1481.92 9/1/2007 148500 148406.71 Cash Out Refinance 521061052 1441.65 9/1/2007 196008 195745.43 Cash Out Refinance 521061099 1089.99 9/1/2007 146800 146607.29 Cash Out Refinance 521061127 1278.54 9/1/2007 162900 162833.68 Purchase 521061137 1082.53 9/1/2007 126000 125881.96 Purchase 521061142 2287.58 9/1/2007 264000 263757.85 Cash Out Refinance 521061159 1997.38 9/1/2007 232000 231929.61 Rate/Term Refinance 521061166 1083.54 10/1/2007 132000 131861.89 Cash Out Refinance 521061183 829.35 9/1/2007 96050 96040.12 Cash Out Refinance 521061202 628.53 8/1/2007 68000 67983.87 Cash Out Refinance 521061229 737.21 9/1/2007 76500 76446.96 Purchase 521061233 1168.47 10/1/2007 128000 127895.16 Purchase 521061248 1877.4 9/1/2007 268600 268538.24 Cash Out Refinance 521061252 1895.47 9/1/2007 252000 251883.64 Rate/Term Refinance 521061270 4157.49 9/1/2007 454500 454122.06 Cash Out Refinance 521061272 559.61 9/1/2007 54000 53969.63 Purchase 521061276 451.77 10/1/2007 50000 49343.86 Cash Out Refinance 521061277 908.38 10/1/2007 98100 98024.18 Purchase 521061324 2260.07 9/1/2007 279000 278894.73 Cash Out Refinance 521061349 1953.54 9/1/2007 252000 251893.52 Cash Out Refinance 521061387 1219.38 9/1/2007 137500 137381.06 Cash Out Refinance 521061434 1470.41 9/1/2007 176400 176222.09 Cash Out Refinance 521061453 1584.38 9/1/2007 189000 188977.38 Cash Out Refinance 521061456 871.44 10/1/2007 101430 101334.97 Purchase 521061506 1379.1 8/1/2007 168750 168571.58 Cash Out Refinance 551031280 2067.13 8/1/2007 212000 211785.6 Cash Out Refinance 551032456 733.76 9/1/2007 100000 99865.13 Cash Out Refinance 551032629 807.41 10/1/2007 101250 101131.44 Purchase 551032830 950.25 9/1/2007 109200 109043.4 Rate/Term Refinance 551032839 844.99 9/1/2007 85000 84890.99 Purchase 551033063 1807.55 9/1/2007 256000 255437.8 Cash Out Refinance 551033084 2100.24 9/1/2007 229600 229323.88 Cash Out Refinance 551033300 1567.92 9/1/2007 195300 194989.94 Rate/Term Refinance 551033340 1433.7 9/1/2007 189000 188967.48 Rate/Term Refinance 551033396 2134.87 9/1/2007 242250 242037.06 Rate/Term Refinance 551033420 1836.48 9/1/2007 212500 212204.5 Cash Out Refinance 551033421 1412.8 8/1/2007 155400 155013.19 Rate/Term Refinance 551033425 655.99 9/1/2007 81600 81419.31 Cash Out Refinance 551033472 841.56 9/1/2007 92000 91851.82 Cash Out Refinance 551033513 1886.1 9/1/2007 253980 253796.84 Purchase 551033701 2241.96 9/1/2007 260950 260581.8 Cash Out Refinance 551033801 995.51 9/1/2007 157500 157070.53 Rate/Term Refinance 551033817 1175.88 10/1/2007 134843 134721.26 Rate/Term Refinance 551033906 1952.5 9/1/2007 243750 242653.62 Cash Out Refinance 551034008 1173.26 9/1/2007 128000 127898.37 Rate/Term Refinance 551034072 770.52 9/1/2007 84997 84882.77 Cash Out Refinance 551034104 1052.46 9/1/2007 156200 155747.5 Cash Out Refinance 551034109 544.91 9/1/2007 52000 51957.33 Cash Out Refinance 551034110 1714.73 9/1/2007 213300 212947.1 Cash Out Refinance 551034146 990.19 9/1/2007 110500 110406.93 Cash Out Refinance 551034165 878.31 9/1/2007 100000 99911.35 Cash Out Refinance 551034181 2523.67 9/1/2007 337500 336843.27 Cash Out Refinance 551034206 900.25 9/1/2007 108000 107835.98 Cash Out Refinance 551034256 1767.67 9/1/2007 178500 178150.8 Rate/Term Refinance 551034276 1274.93 9/1/2007 130500 130368.75 Cash Out Refinance 551035866 682.67 9/1/2007 71992 71976.44 Purchase 551035912 3403.82 9/1/2007 326026 325846.65 Rate/Term Refinance 551035929 702.54 9/1/2007 70400 70333.34 Cash Out Refinance 551035987 967.1 9/1/2007 101150 101041.97 Cash Out Refinance 551036051 808.46 9/1/2007 126750 126659.09 Cash Out Refinance 551036064 761.03 9/1/2007 95865 95756.55 Purchase 551036092 982.58 9/1/2007 139500 139295.38 Rate/Term Refinance 551036165 1136.36 9/1/2007 114750 114638.93 Cash Out Refinance 551036206 1084.83 9/1/2007 108000 107981.25 Purchase 551036210 1052.79 9/1/2007 117000 116853.12 Cash Out Refinance 551036236 1288.14 10/1/2007 172673 172448.62 Purchase 551036261 1071.2 10/1/2007 118800 118701.53 Rate/Term Refinance 551036269 658.99 9/1/2007 86100 85940.78 Cash Out Refinance 551036276 1090.33 10/1/2007 112700 112622.72 Cash Out Refinance 551036287 2053.23 9/1/2007 324000 323415.46 Cash Out Refinance 551036325 1189.71 9/1/2007 135000 134881.34 Rate/Term Refinance 551036402 1668.97 9/1/2007 175950 175822.56 Cash Out Refinance 551036417 2387.56 9/1/2007 328500 327820.73 Cash Out Refinance 551036440 924.14 9/1/2007 106200 106103.62 Cash Out Refinance 551036446 1022.27 10/1/2007 110400 110314.68 Cash Out Refinance 551036458 1145.51 9/1/2007 126000 125846.02 Rate/Term Refinance 551036470 704.78 10/1/2007 80991 80917.05 Rate/Term Refinance 551036482 819.05 10/1/2007 100000 99796.18 Purchase 551036506 1069.08 9/1/2007 110250 110243.31 Purchase 551036508 1212.88 10/1/2007 131250 131096.34 Cash Out Refinance 551036534 1389.36 9/1/2007 160000 159854.02 Rate/Term Refinance 551036562 1013.08 9/1/2007 145600 145381.03 Cash Out Refinance 551036565 964.14 9/1/2007 105400 105315.85 Cash Out Refinance 551036571 988.99 9/1/2007 124300 124089.39 Rate/Term Refinance 551036625 600.37 9/1/2007 83000 82770.59 Rate/Term Refinance 551036641 999.76 9/1/2007 112500 112354.17 Purchase 551036658 1381.01 9/1/2007 157500 157288.79 Purchase 551036700 1557.67 9/1/2007 198000 197655.74 Rate/Term Refinance 551036721 1169.18 9/1/2007 124000 123908.73 Cash Out Refinance 551036724 997.21 10/1/2007 131200 131036.35 Purchase 551036726 517.33 8/1/2007 58000 57994.82 Cash Out Refinance 551036738 1414.87 9/1/2007 176000 175806.6 Cash Out Refinance 551036768 1532.93 9/1/2007 193100 192756.3 Rate/Term Refinance 551036779 1118.98 9/1/2007 117500 117373.15 Rate/Term Refinance 551036787 797.13 9/1/2007 87500 87429.39 Cash Out Refinance 551036788 1118.66 9/1/2007 116000 115691.46 Rate/Term Refinance 551036834 2265.24 10/1/2007 293250 292897.08 Rate/Term Refinance 551036848 733.4 10/1/2007 85000 84921.22 Purchase 551036899 1780.41 9/1/2007 247996 247799.34 Rate/Term Refinance 551036903 1536.47 10/1/2007 170400 170258.76 Cash Out Refinance 551036916 733.65 9/1/2007 103500 103472.41 Cash Out Refinance 551036937 1365.35 10/1/2007 153000 152869.75 Cash Out Refinance 551036965 1314.53 9/1/2007 144000 143884.44 Cash Out Refinance 551036976 818.17 9/1/2007 104000 103879.89 Cash Out Refinance 551036981 1208.64 9/1/2007 138600 138411.54 Purchase 551036991 832.04 9/1/2007 103500 103328.77 Purchase 551036994 995.56 10/1/2007 121550 121422.16 Cash Out Refinance 551037009 865.22 10/1/2007 108500 108378.53 Cash Out Refinance 551037033 1407.35 10/1/2007 195500 195225.91 Rate/Term Refinance 551037036 1051.6 9/1/2007 120591 120427.02 Purchase 551037047 1069.83 9/1/2007 145800 145603.69 Rate/Term Refinance 551037049 2591.67 9/1/2007 349000 348935.09 Cash Out Refinance 551037056 909.53 9/1/2007 104000 103804.11 Cash Out Refinance 551037059 3556.51 9/1/2007 388800 388332.4 Purchase 551037481 963.55 9/1/2007 140200 139983.85 Rate/Term Refinance 551037490 463.19 9/1/2007 55200 55192.78 Purchase 551037501 1887.58 9/1/2007 216000 215788.46 Rate/Term Refinance 551037562 1401.8 9/1/2007 175000 174806.1 Cash Out Refinance 551037567 1457.4 9/1/2007 200010 199950.09 Cash Out Refinance 551037572 798.28 10/1/2007 102400 102279.27 Rate/Term Refinance 551037574 959.18 10/1/2007 100800 100727.63 Cash Out Refinance 551037581 1644.02 9/1/2007 214800 214402.79 Rate/Term Refinance 551037583 1263.92 9/1/2007 164000 163801.62 Rate/Term Refinance 551037590 1084.22 10/1/2007 106200 106103.5 Cash Out Refinance 551037621 944.17 9/1/2007 118400 118267.43 Cash Out Refinance 551037630 1147.49 9/1/2007 135000 134804.4 Cash Out Refinance 551037645 1450.52 9/1/2007 171360 171193.49 Cash Out Refinance 551037654 1475.6 9/1/2007 204000 203716.88 Purchase 551037675 1538.84 9/1/2007 175500 175343.75 Purchase 551037692 1191.1 9/1/2007 186500 186001.22 Rate/Term Refinance 551037732 731.79 9/1/2007 80000 79936.13 Cash Out Refinance 551037738 1192.93 9/1/2007 120000 119885.11 Cash Out Refinance 551037743 2044.92 9/1/2007 200000 199823.5 Purchase 551037760 877.86 10/1/2007 109200 109080.01 Cash Out Refinance 551037782 1517 9/1/2007 188979 188939.56 Rate/Term Refinance 551037803 681.09 9/1/2007 81000 80920 Rate/Term Refinance 551037808 882.68 9/1/2007 112200 112004.92 Purchase 551037818 1166.29 9/1/2007 127500 127398.22 Cash Out Refinance 551037833 959.22 10/1/2007 110700 110441.3 Purchase 551037836 1682.33 10/1/2007 238000 237947.32 Cash Out Refinance 551037847 1810.32 10/1/2007 197100 196944.36 Purchase 551037873 1752.43 9/1/2007 261000 260931.41 Cash Out Refinance 551037883 1389.71 10/1/2007 149778 149662.87 Purchase 551037895 928.75 9/1/2007 100300 100183.2 Cash Out Refinance 551037899 995.2 9/1/2007 124800 124660.27 Cash Out Refinance 551037907 922.06 10/1/2007 100800 100719.53 Rate/Term Refinance 551037908 760.54 9/1/2007 76800 76725.66 Cash Out Refinance 551037930 743.7 10/1/2007 90400 90305.9 Cash Out Refinance 551037973 1054.93 10/1/2007 134400 134243.97 Cash Out Refinance 551037980 926.54 9/1/2007 119000 118981.43 Purchase 551037981 1069.92 9/1/2007 148000 147781.09 Cash Out Refinance 551037982 1278.77 9/1/2007 160000 159821.8 Cash Out Refinance 551038016 979.73 10/1/2007 103700 103623.6 Purchase 551038022 1232.49 9/1/2007 156000 155821.59 Cash Out Refinance 551038028 1569.66 10/1/2007 190800 190601.42 Cash Out Refinance 551038048 1119.47 9/1/2007 153850 153639.13 Rate/Term Refinance 551038050 1682.48 9/1/2007 243000 242630.91 Rate/Term Refinance 551038072 950.94 9/1/2007 119686 119639.08 Rate/Term Refinance 551038075 1623.79 9/1/2007 173600 173469.4 Cash Out Refinance 551038086 1259.07 9/1/2007 174000 173910.3 Cash Out Refinance 551038088 1393.33 9/1/2007 148500 148466.62 Cash Out Refinance 551038089 902.77 9/1/2007 98950 98942.02 Cash Out Refinance 551038104 941.48 9/1/2007 93600 93591.7 Purchase 551038108 2161.39 10/1/2007 246500 246280.53 Cash Out Refinance 551038170 1419.34 10/1/2007 202000 201702.22 Purchase 551038220 2952.63 9/1/2007 304000 303793.78 Rate/Term Refinance 551038232 1945.08 9/1/2007 257700 257373.57 Rate/Term Refinance 551038281 886.38 9/1/2007 98100 98019.12 Purchase 551038317 1558.87 9/1/2007 162000 161966.85 Rate/Term Refinance 551038321 1973.26 9/1/2007 272800 272421.38 Rate/Term Refinance 551038327 1062.83 10/1/2007 113400 113315.16 Purchase 551038333 1045.8 10/1/2007 105200 104523.18 Purchase 551038409 1676.96 9/1/2007 228000 227694.52 Cash Out Refinance 551038418 1244.66 10/1/2007 150300 150146 Purchase 551038422 964.76 8/1/2007 128118 127954.88 Rate/Term Refinance 551038458 1400.42 9/1/2007 164050 163893.84 Cash Out Refinance 551038491 2892.5 9/1/2007 308000 307770.81 Cash Out Refinance 551038578 1240.55 9/1/2007 148500 148351 Rate/Term Refinance 551038635 1105.93 10/1/2007 110400 110331.41 Cash Out Refinance 551038638 1041.82 10/1/2007 104000 103935.38 Cash Out Refinance 551038653 1105.93 10/1/2007 110400 110331.41 Cash Out Refinance 551038664 1041.82 10/1/2007 104000 103935.38 Cash Out Refinance 551038688 870.19 10/1/2007 100000 99909.25 Cash Out Refinance 551038755 1721.72 8/1/2007 171700 171593.61 Cash Out Refinance 551038797 1279.44 10/1/2007 157250 157080.88 Purchase 551038798 925.42 10/1/2007 111995 111879.64 Cash Out Refinance 551038825 971.26 9/1/2007 100000 99932.16 Purchase 571008516 246.85 9/1/2007 24000 23737.46 Purchase 571008593 205.71 10/1/2007 20000 19702.88 Cash Out Refinance 571009323 159.7 9/1/2007 18200 18068.82 Rate/Term Refinance 571010046 332.13 9/1/2007 31990 31817.95 Purchase 571017993 1097.3 9/1/2007 144368 143537.49 Purchase 581017555 1310.91 9/1/2007 225000 224677.62 Cash Out Refinance 581019475 1927.43 10/1/2007 290000 288795.14 Cash Out Refinance 581019840 2876.36 8/1/2007 392000 390937.32 Cash Out Refinance 581020169 1438.74 9/1/2007 215000 214623.2 Cash Out Refinance 581020230 2136.09 9/1/2007 307000 306070.87 Rate/Term Refinance 581020257 1600.4 10/1/2007 243000 242180.37 Cash Out Refinance 581020585 2296.65 9/1/2007 323100 322994.42 Rate/Term Refinance 581020702 803.65 9/1/2007 76410 76348.02 Purchase 581020708 557.67 10/1/2007 54000 53991.62 Purchase 581020828 1001.27 10/1/2007 150000 149939.55 Cash Out Refinance 581020911 1802.49 10/1/2007 255000 254886.35 Cash Out Refinance 581020983 1087.74 9/1/2007 133000 132928.21 Cash Out Refinance 581021017 2107.26 9/1/2007 288000 287914.97 Cash Out Refinance 581021045 2419.25 9/1/2007 382500 382378.63 Cash Out Refinance 581021046 1731.58 9/1/2007 210420 210380.22 Purchase 581021052 1981.77 9/1/2007 304000 303849.38 Cash Out Refinance 581021070 1586.8 10/1/2007 216000 215937.15 Cash Out Refinance 581021174 977.02 10/1/2007 144000 143885.57 Cash Out Refinance 581021198 1277.13 9/1/2007 180000 179739.91 Purchase 581021401 2634.66 9/1/2007 348500 348261.28 Rate/Term Refinance 581021498 898.85 9/1/2007 123250 123156.46 Cash Out Refinance 581021584 1795.68 9/1/2007 237973 237910.14 Purchase 581021595 1355.62 9/10/2007 199800 199749.26 Cash Out Refinance 581021642 2233.19 9/1/2007 325000 324867.64 Cash Out Refinance 581021663 1993.8 9/1/2007 318750 318160.83 Cash Out Refinance 581021669 1830.07 9/1/2007 259000 258785.46 Cash Out Refinance 581021670 1074.24 9/1/2007 125000 124986.88 Cash Out Refinance 581021672 2556.25 9/1/2007 393300 393181.55 Cash Out Refinance 581021688 1091.1 8/1/2007 113670 113590.33 Purchase 581021712 2552.65 10/1/2007 345600 345534.46 Rate/Term Refinance 581021721 1097.42 9/1/2007 200000 199904.91 Cash Out Refinance 581021750 1002.26 10/1/2007 157500 157350.95 Cash Out Refinance 581021765 1809.06 9/1/2007 260000 259609.01 Cash Out Refinance 581021778 1432.53 9/1/2007 206250 206130.92 Cash Out Refinance 581021784 1304.16 9/1/2007 184500 184438.53 Cash Out Refinance 581021796 739.6 9/1/2007 130000 129915.66 Cash Out Refinance 581021807 1401.89 10/1/2007 184500 184417.29 Rate/Term Refinance 581021811 2267.15 8/1/2007 252000 251934.21 Cash Out Refinance 581021817 1473.85 9/1/2007 190800 190570.38 Cash Out Refinance 581021835 2354.88 9/1/2007 289000 288943.15 Cash Out Refinance 581021856 1714.49 9/1/2007 263000 262924.03 Cash Out Refinance 581021910 1672.28 9/1/2007 255000 254891.22 Cash Out Refinance 581021911 2065.51 9/1/2007 318750 318608.83 Cash Out Refinance 581021922 1957.52 9/1/2007 256700 256650.25 Cash Out Refinance 581021930 1505.35 10/1/2007 224000 223638.9 Purchase 581021943 3322.86 8/1/2007 396000 395930.85 Cash Out Refinance 581021951 1376.36 9/1/2007 179000 178782.35 Cash Out Refinance 581022077 1488.64 9/1/2007 212500 212451.51 Cash Out Refinance 581022079 3200.34 10/1/2007 387000 386952.37 Cash Out Refinance 581022089 2203.28 9/1/2007 278800 278481.34 Rate/Term Refinance 581022096 1306.16 10/1/2007 175500 174881.79 Cash Out Refinance 581022417 1100.84 9/1/2007 135000 134856.53 Cash Out Refinance 581022449 1840.11 9/1/2007 226950 226919.78 Cash Out Refinance 581022451 2945.82 9/1/2007 412500 412279.48 Purchase 581022458 2345.37 9/1/2007 335500 335309.92 Cash Out Refinance 581022469 1024.67 9/1/2007 135000 134831.07 Cash Out Refinance 581022470 2170.62 9/1/2007 375000 374768.1 Cash Out Refinance 581022512 1101.03 9/1/2007 115500 115492.4 Cash Out Refinance 581022514 1562.16 9/1/2007 221000 220926.38 Cash Out Refinance 581022528 1651.94 9/1/2007 260000 259533.19 Cash Out Refinance 581022549 2752.56 9/1/2007 360800 360640.15 Cash Out Refinance 581022556 1717.84 9/1/2007 250000 249939.12 Cash Out Refinance 581022568 1362.42 9/1/2007 225000 224918.68 Cash Out Refinance 581022590 1067.47 9/1/2007 117000 116970.93 Purchase 581022599 2406.17 9/1/2007 381600 381416.12 Cash Out Refinance 581022604 1592.38 9/1/2007 198000 197925.2 Cash Out Refinance 581022628 1011.74 9/1/2007 157600 157322.49 Cash Out Refinance 581022634 2213.68 9/1/2007 312000 311549.21 Cash Out Refinance 581022636 1125.83 9/1/2007 155995 155913.99 Cash Out Refinance 581022646 2343.88 9/1/2007 377500 377309.4 Cash Out Refinance 581022661 2102.67 9/1/2007 315000 314873.04 Purchase 581022672 1861.2 10/1/2007 277200 277127.16 Cash Out Refinance 581022681 1339.75 9/1/2007 153000 152977.68 Cash Out Refinance 581022708 3484.82 10/1/2007 493000 492890.9 Cash Out Refinance 581022709 872.67 9/1/2007 103500 103488.23 Purchase 581022718 1145.24 9/1/2007 184450 184388.11 Cash Out Refinance 581022729 1579.44 9/1/2007 253500 253415.82 Rate/Term Refinance 581022735 1964.41 9/1/2007 306000 305189.54 Cash Out Refinance 581022757 1273.98 9/1/2007 184000 183720.52 Rate/Term Refinance 581022774 1390.08 9/1/2007 150000 149884.33 Cash Out Refinance 581022780 2175.65 9/1/2007 250020 249793.1 Cash Out Refinance 581022828 1685.86 9/1/2007 238500 238387.55 Purchase 581022829 1932.09 9/1/2007 248000 247896.77 Cash Out Refinance 581022857 1355.9 9/1/2007 206400 206052.21 Cash Out Refinance 581022873 2495.52 9/1/2007 375000 374758.2 Cash Out Refinance 581022888 1258.46 8/1/2007 158525 158345.66 Cash Out Refinance 581022903 2748.04 9/1/2007 324000 323684.7 Purchase 581022918 1167.74 9/1/2007 157250 157220.75 Cash Out Refinance 581022951 2637.21 9/1/2007 315000 314118.38 Rate/Term Refinance 581022970 2182.06 9/1/2007 241500 241300.9 Cash Out Refinance 581022983 1007.5 9/1/2007 119200 119161.58 Rate/Term Refinance 581023046 1553.09 9/1/2007 180000 179833.14 Cash Out Refinance 581023068 2081.86 9/1/2007 306000 305813.68 Cash Out Refinance 581023071 1607.32 10/1/2007 236250 236106.15 Cash Out Refinance 581023100 2141.16 9/1/2007 337500 337393.91 Purchase 581023113 1193.45 9/1/2007 180000 179882.83 Cash Out Refinance 581023121 1517.1 9/1/2007 195500 195267.13 Cash Out Refinance 581023136 1998.2 9/1/2007 272000 271947.41 Cash Out Refinance 581023158 1235.26 9/1/2007 204000 203926.26 Cash Out Refinance 581023171 1089.95 10/1/2007 200000 199903.19 Cash Out Refinance 581023173 1412.28 9/1/2007 206000 205680.81 Cash Out Refinance 581023177 1735.22 9/1/2007 250000 249622.15 Cash Out Refinance 581023183 1322 10/1/2007 193500 193451.96 Cash Out Refinance 581023188 1834.12 8/1/2007 284750 284664.59 Purchase 581023200 1812.23 9/1/2007 280000 279917.28 Cash Out Refinance 581023204 2358.83 10/1/2007 351000 350434.17 Cash Out Refinance 581023206 1322.12 10/1/2007 224000 223912.85 Purchase 581023222 1487.59 9/1/2007 177300 177279.44 Cash Out Refinance 581023223 1473.82 9/1/2007 183600 183574.56 Cash Out Refinance 581023690 2215.14 9/1/2007 375300 375153.98 Cash Out Refinance 581023700 1204.58 9/1/2007 196000 196000 Cash Out Refinance 581023792 1291.73 9/1/2007 139500 139392.19 Purchase 581023829 1158.58 9/1/2007 192800 192728.75 Cash Out Refinance 581023850 925.64 9/1/2007 126000 125975.63 Cash Out Refinance 621024791 896.35 9/1/2007 93750 93615.89 Cash Out Refinance 621024935 1055.63 10/1/2007 125000 124816.03 Cash Out Refinance 621025071 1133.94 9/1/2007 188500 188266.03 Cash Out Refinance 621025266 2162.81 9/1/2007 255000 254628.62 Cash Out Refinance 621025294 1498.13 9/1/2007 225000 225000 Cash Out Refinance 651022313 537.66 10/1/2007 56700 56622.94 Purchase 661025156 1440.72 9/1/2007 204990 204875.54 Cash Out Refinance 661025370 1819.2 9/1/2007 234000 233298.5 Cash Out Refinance 661025620 2571.69 9/1/2007 399259 399138.71 Purchase 661025644 2087.17 9/1/2007 303750 303601.06 Purchase 661025675 1326.53 9/1/2007 155500 155401.91 Cash Out Refinance 661025747 1236.35 9/1/2007 165600 165554.52 Cash Out Refinance 661025771 2296.74 10/1/2007 314500 313638.78 Cash Out Refinance 661025852 2607.33 9/1/2007 369000 368591.05 Cash Out Refinance 661026070 1901.5 9/1/2007 268000 267417.3 Rate/Term Refinance 661026121 2656.49 9/1/2007 276750 276457.65 Cash Out Refinance 661026137 2669.52 9/1/2007 409500 409261.91 Cash Out Refinance 661026265 1595.08 9/1/2007 272000 271837.84 Cash Out Refinance 661026273 2609.98 9/1/2007 391000 390751.2 Cash Out Refinance 661026294 2208.02 9/1/2007 364650 364518.21 Purchase 661026306 1936.07 10/1/2007 302400 301608.31 Rate/Term Refinance 661026398 1349.73 9/1/2007 167000 166818.78 Cash Out Refinance 661026433 2382.62 9/1/2007 331500 331430.76 Cash Out Refinance 661026453 2982.9 9/1/2007 331500 331223.76 Cash Out Refinance 661026477 2405.72 9/1/2007 290000 289850.38 Cash Out Refinance 661026484 1695.12 10/1/2007 232000 231931.14 Rate/Term Refinance 661026500 1452.58 9/1/2007 146400 146259.06 Rate/Term Refinance 661026542 1727.66 8/1/2007 192000 191756.59 Cash Out Refinance 661026554 1336.48 8/1/2007 136800 136594.32 Cash Out Refinance 661026626 1341.46 9/1/2007 140400 140355.54 Rate/Term Refinance 661026636 1813.83 9/1/2007 281600 281515.54 Cash Out Refinance 661026643 1681.44 9/1/2007 196200 196108.97 Cash Out Refinance 661026662 2987.87 9/1/2007 375984 375902.37 Cash Out Refinance 661026674 2260.19 9/1/2007 368000 367710.79 Cash Out Refinance 661026686 1870.24 9/1/2007 283500 283286.61 Cash Out Refinance 661026697 2122.69 9/1/2007 355500 355142.03 Cash Out Refinance 661026725 2385.67 9/1/2007 286200 285765.3 Purchase 661026752 3358.49 9/1/2007 480500 480389.52 Rate/Term Refinance 661026754 2763.51 10/1/2007 414000 413833.13 Cash Out Refinance 661026768 964.4 9/1/2007 105000 104875.09 Cash Out Refinance 661026795 2414.21 9/1/2007 367500 366794.47 Cash Out Refinance 661026827 1351.32 10/1/2007 219000 218887.37 Cash Out Refinance 661026851 1991.99 9/1/2007 283500 282871.16 Cash Out Refinance 661026856 1707.17 9/1/2007 205700 205384.28 Cash Out Refinance 661026858 2608.43 9/1/2007 357000 356893.42 Cash Out Refinance 661026866 2226.68 10/1/2007 395000 394825.33 Cash Out Refinance 661026875 2001.64 9/1/2007 288000 287932.49 Cash Out Refinance 661026880 2870.24 9/1/2007 425000 424835.07 Purchase 661026893 1965.99 9/1/2007 374000 373701.19 Cash Out Refinance 661026897 1316.1 10/1/2007 213750 212974.55 Cash Out Refinance 661026901 1842.15 10/1/2007 336000 335759.25 Cash Out Refinance 661026939 1552.5 9/1/2007 276000 276000 Cash Out Refinance 661026941 1446.84 10/1/2007 207000 206928.37 Cash Out Refinance 661026942 2959.17 9/1/2007 414000 413867.31 Cash Out Refinance 661026954 1567.87 10/1/2007 189000 188902.48 Rate/Term Refinance 661026956 2226.61 9/1/2007 315000 314895.06 Cash Out Refinance 661026974 1561.88 9/1/2007 250000 249876.1 Cash Out Refinance 661026985 2260.74 9/1/2007 283500 283022.13 Cash Out Refinance 661026986 2467.2 9/1/2007 351000 350880.83 Purchase 661026996 902.11 10/1/2007 105000 104901.64 Cash Out Refinance 661027011 3074.62 9/1/2007 399000 398851.19 Cash Out Refinance 661027029 1680.15 9/1/2007 212500 212415.42 Cash Out Refinance 661027031 2080.22 9/1/2007 283500 283118.29 Rate/Term Refinance 661027051 2919.28 8/1/2007 365500 365422.17 Cash Out Refinance 661027053 1904.7 9/1/2007 303000 302902.06 Cash Out Refinance 661027057 2470.53 9/1/2007 337000 336832.51 Rate/Term Refinance 661027062 3199.72 9/1/2007 420000 419478.74 Cash Out Refinance 661027072 1708.05 9/1/2007 229500 229199.48 Rate/Term Refinance 661027088 1737.8 9/1/2007 221400 221013.08 Cash Out Refinance 661027091 2604.87 9/1/2007 350000 349542.88 Cash Out Refinance 661027122 2403.75 9/1/2007 399500 399278.72 Cash Out Refinance 661027129 2243.03 9/1/2007 368100 367969.41 Rate/Term Refinance 661027130 2005.7 9/1/2007 309994 309779.37 Cash Out Refinance 661027131 3190 9/1/2007 440000 440000 Cash Out Refinance 661027137 1998.37 9/1/2007 275000 274944.73 Cash Out Refinance 661027142 1049.49 9/1/2007 134100 133625.49 Purchase 661027151 2221.08 9/1/2007 320000 319516.35 Cash Out Refinance 661027153 1550.06 9/1/2007 204000 202556.45 Cash Out Refinance 661027174 2225.93 9/1/2007 295183 295047.7 Cash Out Refinance 661027193 2026.49 9/1/2007 225250 225191.2 Cash Out Refinance 661027214 1738.28 9/1/2007 288900 288793.63 Cash Out Refinance 661027219 2516.25 9/1/2007 360000 359917.22 Cash Out Refinance 661027243 791.68 9/1/2007 112000 111975.22 Cash Out Refinance 661027264 1511.73 10/1/2007 210000 209705.59 Cash Out Refinance 661027292 2108.29 9/1/2007 314000 313917.49 Cash Out Refinance 661027313 2181.86 9/1/2007 297000 296942.57 Purchase 661027324 2500.31 10/1/2007 365500 365280.62 Cash Out Refinance 661027325 2142 9/1/2007 336000 336000 Cash Out Refinance 661027328 3290.79 10/1/2007 396000 395942.94 Cash Out Refinance 661027334 1364.19 9/1/2007 242000 241892.99 Cash Out Refinance 661027378 1170.16 10/1/2007 175000 174715.1 Cash Out Refinance 661027438 2775.51 9/1/2007 408600 408496.64 Cash Out Refinance 661027508 1663.83 9/1/2007 250022.5 249861.29 Cash Out Refinance 661027534 911.81 9/1/2007 133000 132793.92 Cash Out Refinance 671021020 1839.52 9/1/2007 352000 351004.72 Cash Out Refinance 671021067 2247.97 9/1/2007 306000 305888.44 Purchase 671021348 2843.13 9/1/2007 287100 286822.09 Purchase 831076110 2794.5 10/1/2007 414000 414000 Purchase 831078303 1705.94 9/1/2007 182750 182471.07 Cash Out Refinance 831078317 1962.07 9/1/2007 255000 254777.87 Cash Out Refinance 831078318 2074.84 10/1/2007 250000 249486.35 Cash Out Refinance 831078319 2968.56 9/1/2007 350000 349317.62 Cash Out Refinance 831078320 2272.77 9/1/2007 248000 247960.39 Purchase 831078322 867.41 9/1/2007 96000 95840.32 Cash Out Refinance 831078323 1665.95 9/1/2007 184000 183695.61 Cash Out Refinance 831078329 1088.75 9/1/2007 131300 131029.67 Cash Out Refinance 831078331 973.77 9/1/2007 144900 144429.83 Cash Out Refinance 831078333 1119.41 9/1/2007 174000 173754.13 Cash Out Refinance 831078344 956.72 9/1/2007 125000 124958.07 Cash Out Refinance 831078345 653.04 10/1/2007 102000 101937.26 Cash Out Refinance 831078346 845.51 10/1/2007 126000 125933.22 Cash Out Refinance 831078347 1021.23 9/1/2007 150000 149645.43 Cash Out Refinance 831078348 950.62 9/1/2007 133000 132715.21 Cash Out Refinance 831078350 2657.68 9/1/2007 312000 311398.06 Cash Out Refinance 831078351 829.94 9/1/2007 100000 99794.53 Cash Out Refinance 831078352 2268.03 9/1/2007 276000 275803.53 Rate/Term Refinance 831078353 1551.38 9/1/2007 184500 184225.58 Cash Out Refinance 831078354 1194.86 9/1/2007 128000 127804.62 Cash Out Refinance 831078355 1508.51 9/1/2007 161600 161353.34 Cash Out Refinance 831078356 1429.46 9/1/2007 170000 169661.5 Rate/Term Refinance 831078357 1321.74 9/1/2007 170500 170354.82 Cash Out Refinance 831078358 2875.13 8/1/2007 308000 307529.88 Cash Out Refinance 831078359 1205.86 9/1/2007 150000 149667.86 Cash Out Refinance 831078360 2379.53 10/1/2007 317000 316778.33 Cash Out Refinance 831078364 2178.33 9/1/2007 300000 299168.52 Cash Out Refinance 831078366 1228.33 9/1/2007 167800 167342.83 Purchase 831078368 2604.97 9/1/2007 352000 351062.96 Rate/Term Refinance 831078372 1306.62 9/1/2007 164000 163723 Cash Out Refinance 831078374 3112.76 9/1/2007 355000 354523.9 Cash Out Refinance 831078375 1848.27 9/1/2007 220000 219561.08 Cash Out Refinance 831078376 2452.08 9/1/2007 234000 233808.06 Cash Out Refinance 831078377 1447.03 8/1/2007 180000 179702.19 Cash Out Refinance 831078378 2514.15 9/1/2007 299000 298404.71 Rate/Term Refinance 831078394 915.01 9/1/2007 119000 118782.19 Cash Out Refinance 831078400 2169.2 9/1/2007 330000 329558.09 Cash Out Refinance 831078402 2689.24 9/1/2007 352500 352264.86 Cash Out Refinance 951004540 990.29 9/1/2007 100000 99775.69 Cash Out Refinance 951004750 1013.24 8/1/2007 100000 99878.59 Cash Out Refinance 951004987 1335.8 10/1/2007 224000 223548.62 Cash Out Refinance 951005010 960.56 9/1/2007 97750 97685.83 Cash Out Refinance 951005013 599.49 9/1/2007 58500 58431.26 Purchase 951005349 961.56 9/1/2007 110500 110297.78 Rate/Term Refinance 951005393 943.8 9/1/2007 112000 111834.3 Cash Out Refinance 951005442 1839.53 9/1/2007 230400 230265.97 Cash Out Refinance 951005499 1578.21 9/1/2007 216000 215928.97 Cash Out Refinance 951005505 2228.16 9/1/2007 225000 224782.2 Cash Out Refinance 951005531 638.67 9/1/2007 64000 63814.97 Cash Out Refinance 951006167 1603.73 9/1/2007 198400 198400 Purchase 951006175 1859.21 9/1/2007 234000 233815.03 Rate/Term Refinance 951006287 618.9 8/1/2007 59500 59450.11 Purchase 951006357 2478.79 9/1/2007 306000 305772.15 Purchase 951006373 1038.07 10/1/2007 145600 145180.78 Rate/Term Refinance 951006394 1373.45 9/1/2007 157500 157357.83 Purchase 951006416 1240.54 9/1/2007 175500 175321.38 Rate/Term Refinance 951006423 1073.98 9/1/2007 119850 119646.37 Purchase 951006428 1060.18 9/1/2007 100800 100745.76 Purchase 951006433 975.34 9/1/2007 121500 121199.69 Cash Out Refinance 951006480 2972.43 9/1/2007 344250 344195.68 Cash Out Refinance 951006503 1249.09 9/1/2007 121890 121819.11 Cash Out Refinance 951006505 716.91 9/1/2007 76800 76741.92 Purchase 951006520 1490.21 9/1/2007 182750 182358.59 Rate/Term Refinance 951006555 3070.84 9/1/2007 303300 302930.94 Cash Out Refinance 951006566 1406.69 9/1/2007 178000 177693.69 Cash Out Refinance 951006574 1192.18 9/1/2007 110000 109208.05 Cash Out Refinance 951006591 2036.95 9/1/2007 241200 240964.27 Cash Out Refinance 951006597 674.82 9/1/2007 66600 66539.65 Cash Out Refinance 951006660 1093.38 8/1/2007 103500 103445.06 Cash Out Refinance 951006678 1419.58 9/1/2007 197200 196783.96 Cash Out Refinance 951006689 1937.22 10/1/2007 201500 201288.08 Cash Out Refinance 951006859 982.67 10/1/2007 127800 127644.61 Rate/Term Refinance 951006884 2550.52 9/1/2007 297500 297078.01 Cash Out Refinance 951006968 2191.27 9/1/2007 310000 309896.73 Cash Out Refinance 951006984 1431.1 9/1/2007 153000 152826.59 Purchase 951006994 1173.44 9/1/2007 116250 116143.49 Cash Out Refinance 951007001 1044.23 9/1/2007 120000 119891.09 Cash Out Refinance 951007074 503.1 9/1/2007 51000 50949.2 Purchase 951007125 1944.01 9/1/2007 300000 299911.7 Cash Out Refinance 951007133 1794.68 10/1/2007 208000 207807.15 Cash Out Refinance 951007164 2140.49 9/1/2007 234000 233813.21 Purchase 951007167 2066.73 9/1/2007 221400 221232.54 Purchase 951007172 3448 9/1/2007 450500 449666.97 Cash Out Refinance 951007174 2158 9/1/2007 234000 233817.2 Purchase 951007193 2278.16 9/1/2007 358001 357833.25 Cash Out Refinance 951007203 1069.58 9/1/2007 131750 131536.96 Cash Out Refinance 951007220 1503.38 9/1/2007 184500 184463.69 Rate/Term Refinance 951007248 849.56 9/1/2007 116910 116874.64 Purchase 951007263 1654.05 9/1/2007 248000 247760.74 Cash Out Refinance 951007313 627.38 8/1/2007 60750 60740.57 Purchase 951007325 1773.24 9/1/2007 272000 271250.04 Cash Out Refinance 951007335 4312.54 10/1/2007 540800 540194.55 Cash Out Refinance 951007349 850.43 9/1/2007 83300 83176.1 Cash Out Refinance 951007375 1679.36 9/1/2007 198000 197808.52 Purchase 951007412 1920.37 9/1/2007 243000 242722.25 Cash Out Refinance 951007413 1273.47 9/1/2007 137250 137091.04 Cash Out Refinance 951007417 2733.22 10/1/2007 369000 368821.92 Cash Out Refinance 951007447 1299.9 9/1/2007 148750 148548.8 Cash Out Refinance 951007459 1657.13 9/1/2007 203220 203004.02 Purchase 951007570 2423.04 9/1/2007 308000 307644.29 Cash Out Refinance 951007575 1292.78 9/1/2007 135000 134904.76 Cash Out Refinance 951007583 3628.37 9/1/2007 378000 377735.04 Cash Out Refinance 951007602 1194.28 9/1/2007 159997.5 159921.97 Cash Out Refinance 951007609 531.93 8/1/2007 53100 53050.26 Purchase 951007614 865.44 9/1/2007 95389 95271.78 Rate/Term Refinance 951007637 1024.95 9/1/2007 103500 103399.82 Rate/Term Refinance 951007653 912.56 9/1/2007 157000 156820.58 Cash Out Refinance 951007665 2697.04 9/1/2007 361250 361150.81 Cash Out Refinance 951007703 937.24 9/1/2007 100000 99925.18 Cash Out Refinance 951007704 779.99 9/1/2007 85490.5 85469.24 Purchase 951007737 2125.15 9/1/2007 231000 230726.32 Cash Out Refinance 951007754 1140.12 10/1/2007 139200 138783.6 Cash Out Refinance 951007883 2004.37 9/1/2007 272000 271799.47 Cash Out Refinance 951007885 2288.21 10/1/2007 248200 248140.55 Cash Out Refinance 951007887 1840.46 9/1/2007 212400 212205.18 Purchase 951007901 2066.62 9/1/2007 238500 238281.24 Cash Out Refinance 951007904 1368.51 10/1/2007 162400 162240.45 Cash Out Refinance 951007928 1382.32 9/1/2007 192950 192676.76 Rate/Term Refinance 951007929 1225.25 9/1/2007 169000 169000 Cash Out Refinance 951007939 1028.5 9/1/2007 123926 123799.69 Cash Out Refinance 951007953 1312.82 10/1/2007 204500 204139.91 Cash Out Refinance 951007994 1439.11 9/1/2007 148750 148647.97 Purchase 951008021 1304.33 10/1/2007 126900 126789.74 Purchase 951008034 1171.56 10/1/2007 113050 112986.4 Purchase 951008043 2290.9 10/1/2007 301500 301364.83 Purchase 951008046 1212.03 10/1/2007 170000 169756.83 Cash Out Refinance 951008050 2578.35 9/1/2007 398500 398224.08 Cash Out Refinance 951008063 2035.37 9/1/2007 243750 243505.18 Cash Out Refinance 951008069 2368.61 9/1/2007 260000 259790.21 Purchase 951008082 1135.23 9/1/2007 121125 121034.39 Cash Out Refinance 951008089 1862.12 9/1/2007 300000 299770.09 Cash Out Refinance 951008096 1320.37 9/1/2007 158400 158240.24 Cash Out Refinance 951008123 1255.34 9/1/2007 216750 216750 Cash Out Refinance 951008131 1726.59 9/1/2007 233750 233439.72 Cash Out Refinance 951008137 1095.92 9/1/2007 167250 166966.79 Cash Out Refinance 951008143 923.67 10/1/2007 126000 125706.89 Cash Out Refinance 951008210 2374.95 9/1/2007 360007 359906.87 Cash Out Refinance 951008225 1474.19 10/1/2007 189000 188777.46 Cash Out Refinance 951008226 1807.77 9/1/2007 269000 268566.34 Cash Out Refinance 951008230 1610.92 9/1/2007 219750 219453.51 Cash Out Refinance 951008251 1733.23 9/1/2007 204000 203803.56 Cash Out Refinance 951008278 2469.14 9/1/2007 332500 332438.16 Purchase 951008326 778.1 10/1/2007 107250 107195.11 Cash Out Refinance 951008334 868.08 9/1/2007 92250 92181.72 Cash Out Refinance 951008386 1265.44 9/1/2007 150000 149852.92 Cash Out Refinance 951008994 736.69 9/1/2007 106400 106238.07 Rate/Term Refinance 951009001 3002.2 9/1/2007 351000 350962.44 Purchase 951009011 2264.89 9/1/2007 244200 244012.08 Cash Out Refinance 951009037 4160.79 10/1/2007 526500 525898.22 Purchase 951009080 973.29 9/1/2007 135360 135169.78 Cash Out Refinance 951009089 2724.37 9/1/2007 324000 323680 Cash Out Refinance 951009119 1172.31 9/1/2007 177100 176805.94 Cash Out Refinance 951009163 1475.4 9/1/2007 191000 190770.14 Cash Out Refinance 961077600 1643.11 9/1/2007 201500 200735.99 Cash Out Refinance 961078298 1063.7 9/1/2007 116000 115814.37 Cash Out Refinance 961078325 1695.94 9/1/2007 165000 164807.88 Cash Out Refinance 961078387 1282.91 10/1/2007 175000 174824.85 Purchase 961078393 3421.58 9/1/2007 350910 350555.15 Purchase 971000055 886.59 9/1/2007 87500 87447.4 Rate/Term Refinance 971000069 2343.64 9/1/2007 279935 279514.25 Rate/Term Refinance 971000095 1303.7 9/1/2007 168000 167799.89 Cash Out Refinance 971001092 1150.81 9/1/2007 116000 115041.97 Cash Out Refinance 971001110 647.58 9/1/2007 68000 67926.59 Rate/Term Refinance 971001144 1329.8 9/1/2007 162000 161830.51 Purchase 971001149 1204.37 9/1/2007 175100 174821.45 Rate/Term Refinance 971001359 494.19 10/1/2007 50000 49967.72 Cash Out Refinance 971001451 1155.19 9/1/2007 124000 123857.92 Cash Out Refinance 971001568 1666.21 9/1/2007 170550 170436.18 Purchase 971001571 1943.08 10/1/2007 232596 232244.55 Purchase 971001574 1175.61 9/1/2007 162137 161800.03 Rate/Term Refinance 971001579 1944.5 9/1/2007 220648 220299.89 Purchase 971001582 1134.01 10/1/2007 120510 120420.8 Purchase 971001597 1024.77 9/1/2007 100000 99911.85 Cash Out Refinance 971001606 1144.8 9/1/2007 171000 170954.63 Rate/Term Refinance 971001610 2240.51 10/1/2007 261900 261652.03 Cash Out Refinance 971001638 1604.22 10/1/2007 209600 209342.52 Purchase 971001644 1343.22 9/1/2007 194000 193705.32 Purchase 971001671 1435.39 10/1/2007 180000 179798.48 Cash Out Refinance 971001698 935.03 10/1/2007 132750 132498.73 Purchase 971001718 929.81 9/1/2007 106400 106304.45 Cash Out Refinance 971001726 948.96 10/1/2007 101250 101174.24 Purchase 971001738 819.61 8/1/2007 85050 84991.02 Rate/Term Refinance 971001740 941.72 9/1/2007 116000 115875.14 Cash Out Refinance 971001750 682.06 10/1/2007 75800 75728.84 Purchase 971001916 1688.81 9/1/2007 187200 187184.11 Rate/Term Refinance 971001918 1199.18 9/1/2007 118800 118727.79 Purchase 971001942 1481.99 9/1/2007 212993 212672.69 Cash Out Refinance 971002011 968.02 9/1/2007 103700 103621.57 Purchase 971002021 1078.5 10/1/2007 168000 167704.18 Purchase 971002049 844.99 9/1/2007 85000 84946.02 Rate/Term Refinance 971002103 1078.4 10/1/2007 134470 134278.04 Purchase 971002292 2307.14 9/1/2007 255344 255133.5 Purchase ------------------------------------------------------------------------------------------------------------------------------- 1,543 327,115,476.00 326,787,073.72 ------------------------------------------------------------------------------------------------------------------------------- 111003651 7080.5 8/1/2007 729000 728505.45 Cash Out Refinance 111003711 4485.05 9/1/2007 688000 687582.16 Rate/Term Refinance 111003769 4900.89 9/1/2007 742900 742693.35 Cash Out Refinance 151045135 4437.58 9/1/2007 561250 561026.58 Cash Out Refinance 151045172 4467.15 10/1/2007 600000 599570.47 Cash Out Refinance 151045466 8882.65 9/1/2007 1299900 1299900 Cash Out Refinance 151045553 4504.48 10/1/2007 616500 616316.02 Cash Out Refinance 151045806 5596.46 9/1/2007 657000 656371.32 Purchase 161054776 3457.06 9/1/2007 429650 428940.65 Rate/Term Refinance 161054914 5581.05 9/1/2007 925000 924242.03 Rate/Term Refinance 161054950 3352.87 9/1/2007 477000 476837.5 Cash Out Refinance 161055040 4484.75 9/1/2007 576000 575910.16 Cash Out Refinance 161055071 3244.33 9/1/2007 420000 419494.55 Purchase 171043724 3155.61 10/1/2007 424000 423166.54 Purchase 171044827 2914.33 9/1/2007 535500 535108.1 Cash Out Refinance 171044913 2911.99 9/1/2007 469000 468460.8 Rate/Term Refinance 171044915 2969.88 9/1/2007 434700 434537.61 Cash Out Refinance 171044972 4212.18 9/1/2007 619000 617535.36 Rate/Term Refinance 171044977 5347.52 9/1/2007 701250 701131.7 Cash Out Refinance 171045110 3269.4 9/1/2007 487500 487306.47 Cash Out Refinance 171045160 3785.5 9/1/2007 560524 560306.47 Purchase 171045167 5165.64 9/1/2007 600000 599529.59 Cash Out Refinance 171045236 3400.86 9/1/2007 468000 467905.94 Rate/Term Refinance 171045251 4055.44 9/1/2007 580000 579136.43 Cash 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------------------------------------------------------------------------------------------------------------------------------- 283 168,449,081.20 168,312,971.97 ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 1,826 495,564,557.20 495,100,045.69 =============================================================================================================================== -------------------------------------------------------------------------------------------------------------------------------------------- Loan Original Documentation Risk Appraisal Review Number Rate Program Grade Value Appraisal -------------------------------------------------------------------------------------------------------------------------------------------- 061079604 9.32 Full Documentation AA+ 227500 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359946.01 None 161054861 0 99960.26 None 161054942 0 234968.59 None 161054958 0 181892.89 6 mo int on 80% 161054965 0 349913.75 None 161054966 0 275825.79 None 161054969 335000 301055.56 None 161054970 0 164892.28 2% of ppd amt 161054975 0 186196.39 None 161054979 0 314854.59 None 161054995 0 343359.15 None 161055003 0 274758.25 None 161055010 159000 119207.48 3 mo int 161055029 0 209905.39 None 161055035 0 207697.64 6 mo int on 80% 161055050 0 111959.18 None 161055055 0 232801.34 None 161055056 0 301481.35 None 161055068 0 279861.36 None 171044316 216000 189930.35 6 mo int on 80% 171044403 0 174739.43 6 mo int on 80% 171044562 0 112389.9 6 mo int on 80% 171044577 0 147936.93 3% / 2% / 1% 171044628 0 259786.91 6 mo int on 80% 171044699 0 331844.8 6 mo int on 80% 171044759 0 67962.59 6 mo int on 80% 171044812 0 213303.68 6 mo int on 80% 171044849 0 256474.32 6 mo int on 80% 171044852 0 229462.02 6 mo int on 80% 171044876 0 182676.16 6 mo int on 80% 171044918 140000 99952.85 6 mo int on 80% 171044924 0 132743.11 None 171044970 0 191170.88 6 mo int on 80% 171044994 0 238460.54 6 mo int on 80% 171044997 410000 368970.23 6 mo int on 80% 171045018 0 254916.01 6 mo int on 80% 171045019 0 384269.55 6 mo int on 80% 171045020 0 153924.3 6 mo int on 80% 171045042 0 129950.34 6 mo int on 80% 171045044 0 179801.43 6 mo int on 80% 171045054 0 169949.88 6 mo int on 80% 171045058 0 208218.76 6 mo int on 80% 171045063 0 162476.05 6 mo int on 80% 171045068 0 329904.68 6 mo int on 80% 171045070 310000 278926.68 6 mo int on 80% 171045075 0 228537.6 6 mo int on 80% 171045076 143000 113803.2 6 mo int on 80% 171045079 0 310145.9 6 mo int on 80% 171045117 0 203923.8 6 mo int on 80% 171045118 0 147783.93 6 mo int on 80% 171045124 439000 351154.01 6 mo int on 80% 171045164 0 127940.28 6 mo int on 80% 171045175 0 256460.93 6 mo int on 80% 171045181 0 232969.49 6 mo int on 80% 171045182 0 323923.24 6 mo int on 80% 171045200 0 314805.42 6 mo int on 80% 171045209 0 179976.11 6 mo int on 80% 171045214 0 239670.35 6 mo int on 80% 171045262 0 186988.08 6 mo int on 80% 171045266 0 189909.46 6 mo int on 80% 171045279 0 179873.59 6 mo int on 80% 171045294 0 199858.85 6 mo int on 80% 171045312 0 195953.18 6 mo int on 80% 171045319 194900 136419.89 None 171045329 0 367538.6 None 171045332 0 155983.45 6 mo int on 80% 171045354 0 183981.93 6 mo int on 80% 171045360 0 259930.23 6 mo int on 80% 171045366 0 194632.31 6 mo int on 80% 171045371 0 162484.04 6 mo int on 80% 171045382 0 199976.19 6 mo int on 80% 171045391 298000 238293.4 6 mo int on 80% 171045405 0 214945.98 6 mo int on 80% 171045410 0 218950.36 6 mo int on 80% 171045491 0 190941.2 6 mo int on 80% 191039000 0 243366.62 6 mo int on 80% 191039187 0 175194.34 6 mo int on 80% 191039211 0 209529.53 6 mo int on 80% 191039410 0 237958.39 6 mo int on 80% 191039553 0 217407.24 6 mo int on 80% 191039659 0 272779.12 6 mo int on 80% 191039696 0 206958.34 6 mo int on 80% 191039707 0 263429.33 6 mo int on 80% 191039761 0 170952.13 6 mo int on 80% 191039796 0 364803.11 6 mo int on 80% 191039802 0 206523.55 6 mo int on 80% 191039846 0 233593.9 6 mo int on 80% 191039858 0 305968.55 6 mo int on 80% 191039867 0 175916.22 6 mo int on 80% 191039884 0 207960.55 6 mo int on 80% 191039934 0 359892.31 6 mo int on 80% 191039961 0 336542.08 6 mo int on 80% 191039964 0 239915.26 6 mo int on 80% 191039974 247000 172838.66 6 mo int on 80% 191039979 0 227872.15 6 mo int on 80% 191039994 0 291502.7 6 mo int on 80% 191040001 212000 190782.32 6 mo int on 80% 191040005 0 244517.29 6 mo int on 80% 191040022 0 220972.03 6 mo int on 80% 191040023 0 242478.61 6 mo int on 80% 191040054 0 131750.87 6 mo int on 80% 191040114 235000 164239.12 6 mo int on 80% 191040142 0 233803.69 6 mo int on 80% 191040153 154900 131564.34 None 191040157 0 239983.88 6 mo int on 80% 191040166 0 314434.79 6 mo int on 80% 191040178 166000 132738.69 6 mo int on 80% 191040181 470000 414768.25 6 mo int on 80% 191040205 0 203892 6 mo int on 80% 191040246 142500 128132.36 6 mo int on 80% 191040250 0 127402.28 6 mo int on 80% 191040259 0 126597.46 6 mo int on 80% 191040262 0 277153.63 6 mo int on 80% 191040304 0 220811.58 6 mo int on 80% 191040309 0 183866.24 6 mo int on 80% 191040328 0 254790.4 6 mo int on 80% 191040365 0 305932.29 6 mo int on 80% 191040368 0 362871.13 6 mo int on 80% 191040370 0 207956.58 6 mo int on 80% 191040391 0 152879.19 6 mo int on 80% 191040394 0 263294.14 6 mo int on 80% 191040451 0 270267.2 None 191040463 245895 220933.9 6 mo int on 80% 191040499 245000 208192.05 6 mo int on 80% 211057120 0 273639.43 2% of ppd amt 211057506 0 247921.01 None 211057914 168000 151041.79 6 mo int on 80% 211058010 100000 89933.38 2% of ppd amt 211058201 0 190968.4 2% of ppd amt 211058263 200000 159731.7 6 mo int on 80% 211058376 0 134901.7 None 211058467 0 109926.19 2 mo int on 66% if less than 8% 211058476 0 134196.2 2% of ppd amt 211058502 240000 203887.03 2% of ppd amt 211058507 70300 63251.69 2% of ppd amt 211058523 0 231971.64 6 mo int on 80% 211058551 0 296750.37 None 211058632 0 250120.3 2% of ppd amt 211058698 72000 61181.8 1% of UPB 211058737 0 302400 2% of ppd amt 211058755 380000 299478.41 2% of ppd amt 211058804 170000 144431.14 2% of ppd amt 211058842 0 123129.85 None 211058853 0 209919.98 6 mo int on 80% 211058894 0 232722.69 2% of ppd amt 211058904 370000 295701.37 2% of ppd amt 211058925 0 82767.8 2% of ppd amt 211058977 117500 93932.67 6 mo int on 80% 211058994 0 229420.28 6 mo int on 80% 211058998 0 334632.65 None 211059002 0 115095.23 1% of UPB 211059018 0 349131.28 None 211059022 0 159784.13 2 mo int on 66% if less than 8% 211059030 0 139396.76 2% of ppd amt 211059032 0 179083.38 6 mo int on 80% 211059056 0 162123.54 6 mo int on 80% 211059072 0 361072.93 2% of ppd amt 211059077 0 166471.35 2% of ppd amt 211059078 225000 191168.94 6 mo int on 80% 211059079 0 185299.06 6 mo int on 80% 211059093 0 343487.8 2 mo int on 66% if less than 8% 211059094 148000 133059.58 None 211059099 145000 115906.96 None 211059112 0 247427.33 None 211059119 0 115889.61 1% of UPB 211059137 0 111960.49 2% of ppd amt 211059151 0 156420.56 2% of ppd amt 211059164 0 313689.2 None 211059165 0 269688.19 None 211059170 0 249976.83 None 211059176 0 225153.91 None 211059180 264000 210967.93 1% of UPB 211059189 0 203968.57 2 mo int on 66% if less than 8% 211059191 0 198832 6 mo int on 80% 211059205 0 100550.02 2% of ppd amt 211059236 0 250764.13 6 mo int on 80% 211059264 0 99992.82 2% of ppd amt 211059270 0 125879.44 6 mo int on 80% 211059279 0 154818.21 1% of UPB 211059292 0 104887.99 6 mo int on 80% 211059293 67000 60264.54 2% of ppd amt 211059318 245000 220255.67 6 mo int on 80% 211059344 0 363452.14 None 211059346 0 195142.16 2% of ppd amt 211059353 335000 301256.73 2% of ppd amt 211059363 0 253622.21 2% of ppd amt 211059368 0 282000 None 211059370 0 293442.28 2% of ppd amt 211059378 0 147777.55 2% of ppd amt 211059401 0 136839.11 6 mo int on 80% 211059402 0 174885.52 2 mo int on 66% if less than 8% 211059414 0 276800 None 211059416 0 152968.05 6 mo int on 80% 211059428 0 204085.24 2 mo int on 66% if less than 8% 211059448 0 303932.11 None 211059459 275000 233734.92 None 211059476 0 99915.04 2% of ppd amt 211059479 0 124594.74 2% of ppd amt 211059485 0 399855.96 2 mo int on 66% if less than 8% 211059486 0 284925.18 2% of ppd amt 211059488 0 299814.49 None 211059490 0 207895.51 2% of ppd amt 211059491 0 246342.82 None 211059493 0 164917.99 None 211059501 0 149829.45 2% of ppd amt 211059505 0 263855.69 None 211059509 435000 391325.94 None 211059523 0 245895.13 2% of ppd amt 211059529 0 314439.48 None 211059541 0 174801.55 2% of ppd amt 211059546 0 144760.62 2% of ppd amt 211059551 0 75990.54 None 211059579 0 359974.65 None 211059580 0 301476.11 None 211059581 275000 219926.05 6 mo int on 80% 211059583 0 227921.19 2 mo int on 66% if less than 8% 211059609 0 147897.63 6 mo int on 80% 211059637 0 199980.88 None 211059638 0 179776.6 None 211059647 192500 152425.42 None 211059651 0 277931.17 None 211059658 220000 186930.36 1% of UPB 211059659 0 227651.74 6 mo int on 80% 211059669 190000 170921.06 None 211059672 0 109878.12 None 211059697 0 99941.87 2% of ppd amt 211059723 0 221913.5 2 mo int on 66% if less than 8% 211059743 0 126974.44 6 mo int on 80% 211059744 0 79920.15 2% of ppd amt 211059751 0 391901.21 None 211059769 0 265837.19 2% of ppd amt 211059773 0 99965.5 2% of ppd amt 211059813 0 264927.32 None 211059921 269000 242009.25 None 231091632 0 342105.23 6 mo int on 80% 231093803 0 185977.43 6 mo int on 80% 231093873 155040 131675.08 2% of UPB 231094240 480000 335845.93 None 231094311 0 168224.75 6 mo int on 80% 231094489 112000 100740.73 None 231094511 0 159800.14 6 mo int on 80% 231094571 0 99874.47 6 mo int on 80% 231094572 67000 59992.17 None 231094590 310000 278479.86 None 231094599 280000 251305.52 6 mo int on 80% 231094720 0 182655.26 6 mo int on 80% 231094768 0 154387.61 6 mo int on 80% 231094777 0 64954.93 6 mo int on 80% 231094791 210000 188826.86 None 231094851 0 350108.44 None 231094939 0 123102.7 6 mo int on 80% 231094940 0 99994.2 6 mo int on 80% 231095037 0 175941.22 None 231095117 0 263932.69 6 mo int on 80% 231095124 0 164853.11 6 mo int on 80% 231095130 285000 256212.83 6 mo int on 80% 231095266 0 256164.99 None 231095274 0 118782.4 None 231095277 150000 99915.78 None 231095332 230000 206878.92 6 mo int on 80% 231095374 0 247108.45 6 mo int on 80% 231095388 0 245800.41 2% of ppd amt 231095396 0 203732.67 6 mo int on 80% 231095400 177500 159627.64 3 mo int 231095429 0 381980.84 6 mo int on 80% 231095447 175000 157402.13 None 231095465 0 159990.13 None 231095486 0 134390.4 None 231095515 0 169872.57 6 mo int on 80% 231095520 0 189889.19 None 231095525 0 285959.21 None 231095583 155000 138689.92 6 mo int on 80% 231095586 0 204699.26 6 mo int on 80% 231095597 0 407863.16 None 231095631 0 208179.23 None 231095656 0 369158.27 None 231095661 223000 100318.97 6 mo int on 80% 231095675 0 212400 None 231095684 0 101959.47 None 231095733 163000 113999.7 6 mo int on 80% 231095734 90000 49981.18 None 231095736 0 220252.62 6 mo int on 80% 231095738 168500 151558.84 6 mo int on 80% 231095749 112900 99945 None 231095755 0 100999.57 6 mo int on 80% 231095786 0 231953.52 None 231095808 0 220021.05 None 231095816 380000 341525.33 6 mo int on 80% 231095849 0 192417.65 6 mo int on 80% 231095850 448000 401599.94 3 mo int 231095878 0 174704.83 6 mo int on 80% 231095898 0 167807.98 None 231095902 0 233636.95 6 mo int on 80% 231095912 91800 81736.1 None 231095917 0 321170.3 2 mo int on 66% if less than 8% 231095934 0 355675.32 6 mo int on 80% 231095935 0 226883.83 None 231095953 0 282117.98 None 231095961 0 134834.17 None 231095972 0 298733.87 None 231095996 137000 123253.08 6 mo int on 80% 231095997 0 290989.4 None 231096003 0 382442.64 None 231096004 0 119573 6 mo int on 80% 231096021 0 178731.71 6 mo int on 80% 231096054 287000 243816.51 6 mo int on 80% 231096061 0 179899.61 6 mo int on 80% 231096076 186500 167645.95 None 231096079 226000 203256.66 None 231096094 0 344561.49 None 231096107 0 343936.86 6 mo int on 80% 231096116 0 233819.98 6 mo int on 80% 231096123 0 191212.23 None 231096131 0 232128.56 None 231096138 0 219749.08 None 231096143 239000 214905.62 None 231096155 0 337434.52 6 mo int on 80% 231096157 0 365777.01 6 mo int on 80% 231096165 0 153648.91 None 231096176 0 129157.71 6 mo int on 80% 231096179 0 224895.03 None 231096188 0 124871.53 6 mo int on 80% 231096198 0 332816.73 6 mo int on 80% 231096210 0 468242.44 6 mo int on 80% 231096217 0 167795.74 None 231096236 0 220477.05 None 231096254 0 121485.42 None 231096256 0 185000 None 231096296 0 296929.63 6 mo int on 80% 231096300 98500 78713.6 None 231096336 0 203141.8 6 mo int on 80% 231096343 220000 197928.63 6 mo int on 80% 231096344 272500 231174.54 6 mo int on 80% 231096346 250000 199707.64 6 mo int on 80% 231096361 0 299755.37 None 231096367 0 324940.13 None 231096385 0 174884.94 None 231096394 0 379724.46 None 231096395 0 311732.55 6 mo int on 80% 231096405 0 324000 None 231096424 0 119729.84 None 231096425 160000 135945.95 None 231096476 0 129547.66 6 mo int on 80% 231096499 389000 349838.43 None 231096508 0 260040.16 None 231096518 0 215756.66 None 231096519 0 264812.97 6 mo int on 80% 231096527 135000 121445.39 6 mo int on 80% 231096534 0 86367.12 None 231096550 383700 293484.2 None 231096551 0 233462.85 1% of UPB 231096559 0 278859.85 None 231096573 0 174930.46 6 mo int on 80% 231096582 0 287852.63 6 mo int on 80% 231096613 0 208157.68 6 mo int on 80% 231096634 0 418497.27 6 mo int on 80% 231096641 0 355468.33 None 231096653 0 249764.58 None 231096655 335000 299978.88 None 231096689 500000 399711.94 None 231096706 0 55992.33 None 231096708 0 248893.03 None 231096729 0 214872.94 6 mo int on 80% 231096740 0 115951.88 None 231096743 0 91961 6 mo int on 80% 231096750 0 233947.27 None 231096751 0 328246.27 None 231096754 128000 102243.35 6 mo int on 80% 231096762 0 103950.44 6 mo int on 80% 231096763 0 150284.95 None 231096775 0 269200.39 2 mo int on 66% if less than 8% 231096776 0 174976.19 2% of ppd amt 231096777 0 109938.97 6 mo int on 80% 231096779 500000 449763.91 6 mo int on 80% 231096781 0 244932.1 None 231096787 0 160427.47 6 mo int on 80% 231096841 254000 228499.3 None 231096858 0 131205.85 6 mo int on 80% 231096892 144000 129586.17 None 231096909 0 304919.92 None 231096915 0 393208.19 1% of amt ppd if loan greater than $150K 231096928 130000 103921.75 None 231096936 188900 160531.95 1% of amt ppd if loan greater than $150K 231096940 0 129936.4 None 231096954 0 253820.73 1% of amt ppd if loan greater than $150K 231096959 0 209902.44 2% of UPB 231097389 0 129941.37 None 231097742 0 407742.48 3 mo int 231097774 99900 89882.04 6 mo int on 80% 231097785 450000 404948.94 None 231097991 217000 195287.79 6 mo int on 80% 331054528 609500 517535.11 None 331055872 0 239775.8 6 mo int on 80% 331056173 0 349856.24 6 mo int on 80% 331057362 260000 233891.98 None 331057921 0 174074.25 None 331058069 0 363897.23 6 mo int on 80% 331058119 0 355170.44 6 mo int on 80% 331058217 0 446044.79 6 mo int on 80% 331058237 0 234700.16 None 331058238 0 217349.16 6 mo int on 80% 331058280 0 301640.47 6 mo int on 80% 331058591 0 220404.65 6 mo int on 80% 331058607 0 288992.47 6 mo int on 80% 331058620 0 345284.55 6 mo int on 80% 331058644 0 271827.09 6 mo int on 80% 331058659 0 324812.66 6 mo int on 80% 331058701 0 289728.3 6 mo int on 80% 331058790 0 142643.09 6 mo int on 80% 331058908 708750 601323 6 mo int on 80% 331058915 0 299939.62 6 mo int on 80% 331058919 0 233750 6 mo int on 80% 331058988 390000 331352.56 None 331058992 0 522894.75 6 mo int on 80% 331059063 0 341940.04 None 331059078 0 199730.16 None 331059079 0 486836.57 6 mo int on 80% 331059109 0 153907.66 None 331059123 0 320000 6 mo int on 80% 331059181 0 186959.93 6 mo int on 80% 331059190 505000 454472.7 None 331059193 0 359933 6 mo int on 80% 331059218 0 224949.61 6 mo int on 80% 331059228 0 376828.47 None 331059234 0 291907.49 6 mo int on 80% 331059288 0 381825.67 6 mo int on 80% 331059344 425000 382471.99 None 331059349 0 274935.8 None 331059360 0 296800.31 6 mo int on 80% 331059361 0 379816.99 6 mo int on 80% 331059363 0 419726.66 6 mo int on 80% 331059364 0 265944.17 6 mo int on 80% 331059366 0 249959.33 6 mo int on 80% 331059371 0 472406.64 None 331059403 0 229868.22 None 331059430 0 514910.39 6 mo int on 80% 331059436 0 283755.85 6 mo int on 80% 331059478 0 228121.78 1% of UPB 331059484 0 451758.56 6 mo int on 80% 331059485 0 229338.67 None 331059491 0 113889.76 None 331059515 0 356877.57 6 mo int on 80% 331059528 0 407083.64 None 331059534 0 283455.99 None 331059566 0 319946.47 6 mo int on 80% 331059595 0 76465.71 6 mo int on 80% 331059601 480000 431965.77 None 331059613 0 305940.64 None 331059633 292420 263071.14 None 331059634 0 314952.91 6 mo int on 80% 331059654 0 266172.62 6 mo int on 80% 331059670 0 339135.99 None 331059689 0 625434.27 6 mo int on 80% 331059716 0 448833.08 6 mo int on 80% 331059731 340000 271963.93 6 mo int on 80% 331059733 0 224880.89 6 mo int on 80% 331059750 0 81554.02 6 mo int on 80% 331059755 168000 151128.71 6 mo int on 80% 331059761 0 101250 6 mo int on 80% 331059776 0 328766.54 None 331059799 0 189787.29 None 331060154 0 509281.35 6 mo int on 80% 331060201 0 377888.31 6 mo int on 80% 331060206 530000 423959.16 None 331060230 0 168214.56 6 mo int on 80% 331060303 0 243649.31 None 331060335 178000 160200 6 mo int on 80% 331060365 249000 211600.15 6 mo int on 80% 331060376 0 234383.93 None 331060379 0 258615.86 None 331060385 0 237915.14 None 331060394 0 235696.14 None 331060404 0 113529.75 6 mo int on 80% 331060707 0 423791.45 None 331060816 265000 225164.64 6 mo int on 80% 341040860 0 136636.32 None 341044326 135000 114623.4 1% of UPB 341044952 0 114894.98 None 341045129 0 193960.73 6 mo int on 80% 341045226 256000 230342.81 None 341045281 114900 103400.08 None 341045346 254900 216251.9 6 mo int on 80% 341045387 0 314971.38 None 341045414 0 115894.73 None 341045416 164900 148270.22 None 341045478 130000 116902.5 None 341045509 162500 99894.84 None 341045713 0 272870.37 None 341045757 145025 130432 1% of UPB 341045761 0 197132.69 None 341045783 0 254951.3 1% of UPB 341045792 0 118924.12 6 mo int on 80% 341045821 0 194881.87 6 mo int on 80% 341045832 0 163764.89 1% of amt ppd if loan greater than $150K 341045853 450000 404626.55 1% of amt ppd if loan greater than $150K 341045879 157000 141051.11 None 341045901 0 228825.75 6 mo int on 80% 341045920 0 168381.32 1% of UPB 351044797 191939 172200.59 6 mo int on 80% 351046095 0 107634.39 6 mo int on 80% 351046238 0 232204.1 6 mo int on 80% 371043137 0 156733.22 6 mo int on 80% 371044034 0 127026.37 6 mo int on 80% 371048091 0 154616.49 6 mo int on 80% 371049365 0 359869.02 2% of ppd amt 371049795 0 247555.97 6 mo int on 80% 371049901 278000 236079.56 6 mo int on 80% 371049986 0 143828.67 6 mo int on 80% 371050028 0 99896.62 6 mo int on 80% 371050138 0 169902.19 6 mo int on 80% 371050231 330000 296947.54 6 mo int on 80% 371050250 0 61541.18 6 mo int on 80% 371050281 0 179673.9 6 mo int on 80% 371050298 0 183793.97 6 mo int on 80% 371050400 0 210764.72 6 mo int on 80% 371050413 0 252915.11 6 mo int on 80% 371050425 0 292354.63 6 mo int on 80% 371050512 0 184183.27 6 mo int on 80% 371050529 0 151974.35 6 mo int on 80% 371050634 0 124915.96 6 mo int on 80% 371050665 0 220216.11 6 mo int on 80% 371050699 0 234311.66 6 mo int on 80% 371050732 0 191005.25 None 371050745 0 109956.29 6 mo int on 80% 371050779 0 79862.34 None 371050995 166950 116807.52 6 mo int on 80% 371051074 0 199657.27 6 mo int on 80% 371051136 0 120000 6 mo int on 80% 371051171 0 111988.34 6 mo int on 80% 371051220 125000 112337.75 6 mo int on 80% 371051227 112000 100796.03 6 mo int on 80% 371051228 380000 322819.86 6 mo int on 80% 371051250 450000 404728.25 6 mo int on 80% 371051355 0 116937.46 6 mo int on 80% 371051564 0 209586.25 6 mo int on 80% 371051594 0 224730.56 6 mo int on 80% 371051602 0 191037.65 6 mo int on 80% 371051625 0 284853.79 6 mo int on 80% 371051637 0 108714.26 6 mo int on 80% 371051640 0 175912.51 6 mo int on 80% 371051679 0 155837.64 6 mo int on 80% 371051680 0 269741.65 6 mo int on 80% 371051703 0 125979.46 6 mo int on 80% 371051707 185000 129282.19 6 mo int on 80% 371051709 0 181792.08 6 mo int on 80% 371051719 0 289603.57 6 mo int on 80% 371051733 0 99925.42 6 mo int on 80% 371051743 0 262870.63 6 mo int on 80% 371051748 249900 199539.11 6 mo int on 80% 371051751 0 139974.31 6 mo int on 80% 371051752 0 247310.59 6 mo int on 80% 371051755 0 174250 6 mo int on 80% 371051759 0 183831.39 6 mo int on 80% 371051763 255000 229500 6 mo int on 80% 371051800 0 479681.42 6 mo int on 80% 371051824 0 190731.97 6 mo int on 80% 371051831 0 183735.15 6 mo int on 80% 371051836 0 146182.38 6 mo int on 80% 371051842 0 282525.46 6 mo int on 80% 371051862 0 99955.67 6 mo int on 80% 371051895 0 123902.09 6 mo int on 80% 371051898 0 239400.03 6 mo int on 80% 371051906 0 131395.22 6 mo int on 80% 371051914 0 143594.73 6 mo int on 80% 371051924 0 187788.44 6 mo int on 80% 371051927 0 300521 6 mo int on 80% 371051928 355000 283907.04 6 mo int on 80% 371052206 0 149365.75 6 mo int on 80% 371052239 0 184379.01 6 mo int on 80% 371052252 0 181268.93 6 mo int on 80% 371052261 0 182607 6 mo int on 80% 371052268 138500 110800 6 mo int on 80% 371052288 0 194891.25 6 mo int on 80% 371052292 0 212356.54 6 mo int on 80% 371052298 0 255672.4 6 mo int on 80% 371052301 0 149912.5 6 mo int on 80% 371052311 235000 211318.01 6 mo int on 80% 371052313 0 194170.82 6 mo int on 80% 371052338 0 180868.75 6 mo int on 80% 371052349 0 247401.65 6 mo int on 80% 371052405 241500 217165.76 6 mo int on 80% 371052410 0 283324.69 6 mo int on 80% 371052411 0 131950.84 None 371052416 0 171929.4 6 mo int on 80% 371052421 0 311761.41 6 mo int on 80% 371052441 330789 297695.36 6 mo int on 80% 371052502 0 291380.52 6 mo int on 80% 371052579 0 259173.02 6 mo int on 80% 371052595 215000 182650.18 6 mo int on 80% 371052604 0 116899.32 6 mo int on 80% 371052615 160000 143933.88 6 mo int on 80% 371052622 0 322800.26 6 mo int on 80% 371052629 0 329836.31 2% of ppd amt 371052646 0 191963.6 6 mo int on 80% 371052657 0 130457.84 6 mo int on 80% 371052658 0 219812.44 6 mo int on 80% 371052660 0 314848.61 6 mo int on 80% 371052686 0 195500 6 mo int on 80% 371052749 175000 148691.52 None 371052784 180000 143924.56 None 371052803 240000 191921.2 6 mo int on 80% 371052812 0 86158.33 6 mo int on 80% 371052836 0 99936.23 6 mo int on 80% 371052851 0 194908.63 6 mo int on 80% 371052862 0 172680.48 6 mo int on 80% 371052917 0 105901.74 6 mo int on 80% 411004211 0 133993.55 None 411004493 0 125365.86 6 mo int on 80% 411004852 0 293893.01 6 mo int on 80% 411004856 0 122768.08 6 mo int on 80% 411004857 0 141892.66 2% of UPB 411004879 0 227868.33 6 mo int on 80% 411004913 0 118463.5 None 411004945 0 359018.68 None 411004967 0 311300.2 6 mo int on 80% 411005017 0 163981.51 None 411005019 0 335841.57 None 411005034 0 125558.97 None 411005038 0 191949.1 None 411005077 0 104950.49 3% / 2% / 1% 411005082 0 279417.59 6 mo int on 80% 411005212 0 116838.87 6 mo int on 80% 411005223 0 265440.11 6 mo int on 80% 411005250 0 91904.25 2% of ppd amt 411005257 0 112451.8 2% of UPB 411005272 0 157979.68 None 411005305 290000 260988.16 None 411005315 0 61387.83 6 mo int on 80% 411005355 95000 85424.85 6 mo int on 80% 411005365 0 152978.91 None 411005409 0 87260.31 6 mo int on 80% 411005434 0 153972.58 6 mo int on 80% 411005439 0 143938.31 3% / 2% / 1% 411005483 0 365435.74 6 mo int on 80% 411005487 0 95955.21 None 411005494 0 224869.2 2 mo int or 60 days int on UPB 411005506 0 91479.01 None 411005515 0 213515.62 6 mo int on 80% 411005567 0 114990.33 2% of ppd amt 411005612 0 218429.76 None 411005632 0 91156.54 None 411005634 0 147115.31 6 mo int on 80% 411005649 0 145330.87 None 411005654 0 242945.63 6 mo int on 80% 411005680 0 139573.54 6 mo int on 80% 411005694 0 207612.45 6 mo int on 80% 411005768 0 166620.77 6 mo int on 80% 411005779 0 255567.16 6 mo int on 80% 411005783 0 71963.45 None 511060953 0 201590.53 6 mo int on 80% 511061690 0 153932.75 1% of amt prepaid 511061934 0 187817.62 6 mo int on 80% 511062893 0 338783.74 6 mo int on 80% 511062925 120000 107996.53 None 511063238 0 172891.56 None 511063430 225000 202467.98 6 mo int on 80% 511063514 0 242146.13 6 mo int on 80% 511063559 0 90000 1% of amt prepaid 511063567 0 170427.4 6 mo int on 80% 511063646 0 117989.03 6 mo int on 80% 511063684 0 179812.5 6 mo int on 80% 511063696 0 243642.04 6 mo int on 80% 511063742 0 198861.27 6 mo int on 80% 511063751 163000 138409.81 6 mo int on 80% 511063764 500000 399930.72 6 mo int on 80% 511063775 0 197970.89 6 mo int on 80% 511063940 0 358949.83 6 mo int on 80% 511063965 0 343878.86 6 mo int on 80% 511063967 0 170437.87 6 mo int on 80% 511063995 0 202462.46 6 mo int on 80% 511064005 0 206935.53 6 mo int on 80% 511064116 0 323926.91 6 mo int on 80% 511064122 0 301603.14 6 mo int on 80% 511064232 0 114914.88 6 mo int on 80% 511064296 0 152875.07 6 mo int on 80% 511064316 0 282449.48 6 mo int on 80% 511064388 120000 107988.56 6 mo int on 80% 511064416 0 240757.68 6 mo int on 80% 511064518 280000 251939.8 6 mo int on 80% 511064540 0 184434.86 6 mo int on 80% 511064542 0 174960.92 6 mo int on 80% 511064555 0 192696.86 2 mo int or 60 days int on UPB 511064594 0 279513.19 6 mo int on 80% 511064603 0 319607.99 6 mo int on 80% 511064618 0 281909.28 6 mo int on 80% 511064640 0 67829 1% of UPB 511064684 0 255896.25 6 mo int on 80% 511064693 0 404845.42 6 mo int on 80% 511064698 0 304373.15 6 mo int on 80% 511064720 0 276250 6 mo int on 80% 511064747 0 384562.24 6 mo int on 80% 511064756 0 107967.58 6 mo int on 80% 511064779 0 382432.89 6 mo int on 80% 511064790 0 234905.7 6 mo int on 80% 511064855 0 404932.99 6 mo int on 80% 511064899 0 123465.06 6 mo int on 80% 511064927 0 132756.52 6 mo int on 80% 511064930 0 161653.67 6 mo int on 80% 511064950 0 131196.96 6 mo int on 80% 511064978 0 102302 1% of UPB 511065022 0 103944.65 6 mo int on 80% 511065025 0 166175.51 6 mo int on 80% 511065026 0 132291.86 6 mo int on 80% 511065042 0 147947.46 6 mo int on 80% 511065076 0 314927.57 2% of ppd amt 511065090 0 368584.14 6 mo int on 80% 511065098 0 129844.51 6 mo int on 80% 511065108 0 361092.97 6 mo int on 80% 511065121 0 156896.12 6 mo int on 80% 511065122 0 177335.32 6 mo int on 80% 511065128 0 244837.04 1% of UPB 511065168 0 359930.41 6 mo int on 80% 511065179 0 118908.03 6 mo int on 80% 511065181 0 599957.76 None 511065198 0 179881.55 6 mo int on 80% 511065245 0 204540.57 6 mo int on 80% 511065274 0 229489.59 None 511065378 432687.41 389391.83 6 mo int on 80% 511065380 0 129079.28 2% of ppd amt 511065390 0 100419.79 6 mo int on 80% 511065397 0 356906.19 6 mo int on 80% 511065402 0 215851.85 6 mo int on 80% 511065443 235000 199668.01 6 mo int on 80% 511065450 0 218603.06 1% of UPB 511065482 0 353251.77 6 mo int on 80% 511065483 0 247444.18 6 mo int on 80% 511065526 515000 314596.89 6 mo int on 80% 511065552 0 356919.46 6 mo int on 80% 511065554 0 157332.7 3% / 2% / 1% 511065560 0 312501.99 6 mo int on 80% 511065562 0 89910.35 6 mo int on 80% 511065563 0 213582.81 None 511065644 0 331944.93 6 mo int on 80% 511065660 0 323917.73 6 mo int on 80% 511065685 0 259195.85 6 mo int on 80% 511065715 165000 140230.94 6 mo int on 80% 511065717 0 255838.42 6 mo int on 80% 511065719 0 274435.66 6 mo int on 80% 511065727 0 167942.66 6 mo int on 80% 511065745 0 315821.92 6 mo int on 80% 511065752 0 267651.42 6 mo int on 80% 511065774 0 178445.83 6 mo int on 80% 511065809 0 140926.93 6 mo int on 80% 511065811 0 184500 6 mo int on 80% 511065816 0 399385.96 6 mo int on 80% 511065818 0 184911.84 2% of ppd amt 511065840 0 367010 6 mo int on 80% 511065846 300000 224952.99 6 mo int on 80% 511065852 0 260647.86 6 mo int on 80% 511065876 0 106949.01 6 mo int on 80% 511065878 0 310456.95 6 mo int on 80% 511065930 0 227950.63 6 mo int on 80% 511065939 0 290888.83 2% of ppd amt 511065955 0 509880.06 6 mo int on 80% 511065960 0 130488.38 2 mo int or 60 days int on UPB 511065964 0 196971.64 6 mo int on 80% 511065979 0 374352.8 6 mo int on 80% 511065988 0 225965.18 6 mo int on 80% 511066003 228000 193685.85 1% of UPB 511066026 0 191101.54 1% of UPB 511066038 0 327870.01 6 mo int on 80% 511066049 0 331206.79 6 mo int on 80% 511066064 0 238000 6 mo int on 80% 511066091 0 146955.4 6 mo int on 80% 511066111 0 153937.64 6 mo int on 80% 511066120 0 204926.18 6 mo int on 80% 511066142 0 157750 6 mo int on 80% 511066161 0 276243.56 6 mo int on 80% 511066166 0 195977.97 6 mo int on 80% 511066178 0 379916.21 6 mo int on 80% 511066242 0 256295.89 6 mo int on 80% 511066291 0 149969.27 6 mo int on 80% 511066308 0 247370.34 6 mo int on 80% 511066313 0 140972.42 3% / 2% / 1% 511066318 0 255951.69 6 mo int on 80% 511066320 0 296985.1 6 mo int on 80% 511066344 0 247474.24 6 mo int on 80% 511066525 0 407565.81 6 mo int on 80% 511066539 0 238434.91 6 mo int on 80% 511066561 0 164944.65 6 mo int on 80% 511066567 0 129914.53 6 mo int on 80% 511066591 0 187442.28 6 mo int on 80% 511066595 0 294944.84 6 mo int on 80% 511066628 0 227732.83 6 mo int on 80% 511066648 225000 202389.39 None 511066650 0 224972.43 6 mo int on 80% 511066706 0 224870.29 6 mo int on 80% 511066920 0 318919.97 6 mo int on 80% 521056854 0 139755.32 1% of amt prepaid 521058515 96000 86298.26 2% / 1% 521058631 0 76429.91 1% of amt prepaid 521058686 0 50369.71 2% of UPB 521058787 0 264400.56 6 mo int on 80% 521058798 0 59349.63 1% of amt prepaid 521058972 143000 128600 1% of amt prepaid 521059007 0 280362.03 2% of UPB 521059177 0 67955.64 2% / 1% 521059259 0 157408.38 None 521059401 0 135076.16 1% of amt prepaid 521059442 132330 118971.18 PIF - 1% of OPB ; Partial - 1% of amt ppd 521059475 0 174360.68 1% of amt prepaid 521059611 65000 51985.12 1% of amt prepaid 521059619 126000 113332.37 1% of amt prepaid 521059879 0 235341.27 None 521059908 0 81115.51 PIF - 1% of OPB ; Partial - 1% of amt ppd 521059924 0 131438.33 1% of amt prepaid 521060024 0 194854.73 6 mo int on 80% 521060029 0 287253.68 None 521060042 0 78268.54 2% / 1% 521060091 146775 131989.84 None 521060130 0 203944.22 6 mo int on 80% 521060156 378000 338582.09 None 521060219 0 115103.62 6 mo int on 80% 521060253 130000 116949.33 None 521060282 0 334513.54 6 mo int on 80% 521060304 0 158856.53 None 521060319 0 244818.17 None 521060357 0 183874.01 1% of amt prepaid 521060388 0 104882.45 None 521060411 0 288770.8 None 521060443 215000 182667.42 None 521060452 0 204858.2 None 521060459 0 179889.83 6 mo int on 80% 521060469 0 103419.38 PIF - 1% of OPB ; Partial - 1% of amt ppd 521060472 0 214835.7 None 521060475 142500 128169.43 6 mo int on 80% 521060496 0 74890.77 None 521060502 0 223850.31 None 521060511 275000 247192.83 6 mo int on 80% 521060520 0 123798.94 None 521060527 160000 127857.43 1% of amt prepaid 521060556 0 169905.07 None 521060565 0 99882.9 None 521060582 0 140661.67 None 521060587 0 191930.02 None 521060607 0 115976.3 2% of ppd amt 521060616 0 151891.09 None 521060626 0 182126.85 None 521060646 263500 236895.32 2% / 1% 521060658 240500 216236.22 2% / 1% 521060668 0 396000 None 521060675 59500 53535.67 None 521060755 227285 204224.5 None 521060762 85000 67973.56 2% / 1% 521060769 0 145751.8 None 521060778 197710 177769.32 None 521060826 0 131941.92 None 521060840 0 241835.97 None 521060854 165700 132536.77 2% / 1% 521060862 0 114752.37 None 521060871 0 279830.37 None 521060874 0 76414.69 1% of amt prepaid 521060875 0 161951.46 2% of UPB 521060891 70000 62942.92 1% of amt prepaid 521060900 166000 132166.73 None 521060905 0 260475.06 None 521060924 130000 117000 None 521060930 0 325643.8 None 521060939 0 254818.54 None 521060941 0 101098.11 None 521060945 0 87994.53 6 mo int on 80% 521060949 0 99995.18 6 mo int on 80% 521060964 0 292406.52 None 521061039 135000 99943.65 1% of amt prepaid 521061043 0 99953.5 None 521061044 0 212361.7 None 521061050 0 148453.58 1% of amt prepaid 521061052 0 195877.15 1% of amt prepaid 521061099 0 146703.97 None 521061127 181000 162866.97 None 521061137 281000 125941.22 None 521061142 0 263879.42 2% of UPB 521061159 0 231964.95 None 521061166 0 131861.89 None 521061183 0 96045.08 None 521061202 0 68000 2% of UPB 521061229 85000 76473.6 1% of amt prepaid 521061233 160000 127895.16 None 521061248 0 268569.23 6 mo int on 80% 521061252 0 251942.03 None 521061270 0 454304.39 None 521061272 60000 53984.89 2% / 1% 521061276 0 49343.86 2% of UPB 521061277 109000 98024.18 1% of amt prepaid 521061324 0 278946.47 None 521061349 0 251946.96 None 521061387 0 137440.78 None 521061434 0 176311.39 None 521061453 0 188988.43 None 521061456 112700 101334.97 2% of UPB 521061506 0 168750 None 551031280 0 211929.2 6 mo int on 80% 551032456 0 99932.67 None 551032629 135000 101131.44 6 mo int on 80% 551032830 0 109093.63 6 mo int on 80% 551032839 96000 84918.64 6 mo int on 80% 551033063 0 255626.38 None 551033084 0 229416.72 None 551033300 0 195098.68 6 mo int on 80% 551033340 0 188983.8 None 551033396 0 242143.97 6 mo int on 80% 551033420 0 212303.8 6 mo int on 80% 551033421 0 155143.73 6 mo int on 80% 551033425 0 81464.99 None 551033472 0 91889.36 None 551033513 282200 253858.33 6 mo int on 80% 551033701 0 260705.53 6 mo int on 80% 551033801 0 157214.46 6 mo int on 80% 551033817 0 134721.26 6 mo int on 80% 551033906 0 242795.27 None 551034008 0 127949.41 6 mo int on 80% 551034072 0 84918.04 PIF - 1% of OPB ; Partial - 1% of amt ppd 551034104 0 155798.69 PIF - 1% of OPB ; Partial - 1% of amt ppd 551034109 0 51971.7 None 551034110 0 213065.61 6 mo int on 80% 551034146 0 110453.66 PIF - 1% of OPB ; Partial - 1% of amt ppd 551034165 0 99955.86 PIF - 1% of OPB ; Partial - 1% of amt ppd 551034181 0 337063.67 6 mo int on 80% 551034206 0 107891.08 2 mo int on 80% 551034256 0 178210.62 2 mo int or 60 days int on UPB 551034276 0 130412.91 None 551035866 80000 71984.26 None 551035912 0 325936.78 PIF - 1% of OPB ; Partial - 1% of amt ppd 551035929 0 70355.77 None 551035987 0 101078.31 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036051 0 126704.68 None 551036064 107865 95810.97 6 mo int on 80% 551036092 0 139398.01 None 551036165 0 114676.31 None 551036206 120000 107990.67 None 551036210 0 116902.5 None 551036236 191880 172448.62 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036261 0 118701.53 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036269 0 85994.23 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036276 0 112622.72 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036287 0 323708.52 6 mo int on 80% 551036325 0 134940.92 6 mo int on 80% 551036402 0 175886.57 6 mo int on 80% 551036417 0 328048.64 6 mo int on 80% 551036440 0 106152.01 6 mo int on 80% 551036446 0 110314.68 None 551036458 0 125897.79 6 mo int on 80% 551036470 0 80917.05 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036482 159900 99796.18 6 mo int on 80% 551036506 122500 110246.67 6 mo int on 80% 551036508 0 131096.34 None 551036534 0 159927.31 6 mo int on 80% 551036562 0 145490.85 None 551036565 0 105358.11 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036571 0 124160.11 None 551036625 0 82829.12 6 mo int on 80% 551036641 125000 112403.19 6 mo int on 80% 551036658 175000 157359.78 6 mo int on 80% 551036700 0 197771.33 6 mo int on 80% 551036721 0 123954.57 6 mo int on 80% 551036724 164000 131036.35 6 mo int on 80% 551036726 0 58000 6 mo int on 80% 551036738 0 175903.66 None 551036768 0 192866.85 6 mo int on 80% 551036779 0 117415.82 6 mo int on 80% 551036787 0 87464.85 3% / 2% / 1% 551036788 0 115845.7 None 551036834 0 292897.08 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036848 120000 84921.22 6 mo int on 80% 551036899 0 247865.35 2 mo int or 60 days int on UPB 551036903 0 170258.76 6 mo int on 80% 551036916 0 103483.83 2 mo int or 60 days int on UPB 551036937 0 152869.75 None 551036965 0 143942.47 None 551036976 0 103940.16 6 mo int on 80% 551036981 154000 138474.88 6 mo int on 80% 551036991 115000 103386.27 6 mo int on 80% 551036994 0 121422.16 None 551037009 0 108378.53 6 mo int on 80% 551037033 0 195225.91 6 mo int on 80% 551037036 133990 120482.13 6 mo int on 80% 551037047 0 145702.17 6 mo int on 80% 551037049 0 348967.66 6 mo int on 80% 551037056 0 103851.76 None 551037059 432000 388489.63 6 mo int on 80% 551037481 0 140092.25 None 551037490 69000 55196 6 mo int on 80% 551037501 0 215885.99 6 mo int on 80% 551037562 0 174903.41 None 551037567 0 199970.2 2 mo int on 80% 551037572 0 102279.27 6 mo int on 80% 551037574 0 100727.63 None 551037581 0 214536.13 6 mo int on 80% 551037583 0 163901.16 None 551037590 0 106103.5 PIF - 1% of OPB ; Partial - 1% of amt ppd 551037621 0 118333.96 None 551037630 0 134870.12 PIF - 1% of OPB ; Partial - 1% of amt ppd 551037645 0 171277.08 None 551037654 255000 203858.9 6 mo int on 80% 551037675 195000 175422.2 None 551037692 0 186168.39 6 mo int on 80% 551037732 0 79968.21 None 551037738 0 119923.77 None 551037743 250000 199882.92 None 551037760 0 109080.01 6 mo int on 80% 551037782 0 188952.81 PIF - 1% of OPB ; Partial - 1% of amt ppd 551037803 0 80960.16 6 mo int on 80% 551037808 132000 112070.42 6 mo int on 80% 551037818 0 127449.34 None 551037833 123000 110441.3 6 mo int on 80% 551037836 0 237947.32 6 mo int on 80% 551037847 219000 196944.36 6 mo int on 80% 551037873 0 260965.82 6 mo int on 80% 551037883 166420 149662.87 None 551037895 0 100222.48 6 mo int on 80% 551037899 0 124730.4 None 551037907 0 100719.53 None 551037908 0 76750.68 None 551037930 0 90305.9 None 551037973 0 134243.97 None 551037980 140000 118990.75 6 mo int on 80% 551037981 0 147884.34 PIF - 1% of OPB ; Partial - 1% of amt ppd 551037982 0 159911.23 None 551038016 122000 103623.6 PIF - 1% of OPB ; Partial - 1% of amt ppd 551038022 0 155911.12 None 551038028 0 190601.42 6 mo int on 80% 551038048 0 153744.91 6 mo int on 80% 551038050 0 242816.02 6 mo int on 80% 551038072 0 119662.63 PIF - 1% of OPB ; Partial - 1% of amt ppd 551038075 0 173534.99 None 551038086 0 173955.31 None 551038088 0 148483.39 3% / 2% / 1% 551038089 0 98946.03 PIF - 1% of OPB ; Partial - 1% of amt ppd 551038104 104000 93594.12 None 551038108 0 246280.53 6 mo int on 80% 551038170 252500 201702.22 6 mo int on 80% 551038220 0 303897.37 6 mo int on 80% 551038232 0 257537.35 None 551038281 109000 98059.73 6 mo int on 80% 551038317 0 161983.5 None 551038321 0 272611.31 None 551038327 126000 113315.16 6 mo int on 80% 551038333 131500 104523.18 6 mo int on 80% 551038409 0 227847.75 None 551038418 167000 150146 6 mo int on 80% 551038422 0 128118 6 mo int on 80% 551038458 0 163972.23 PIF - 1% of OPB ; Partial - 1% of amt ppd 551038491 0 307885.92 None 551038578 0 148425.79 1% of UPB 551038635 0 110331.41 1% of UPB 551038638 0 103935.38 1% of UPB 551038653 0 110331.41 1% of UPB 551038664 0 103935.38 1% of UPB 551038688 0 99909.25 None 551038755 0 171700 None 551038797 185000 157080.88 6 mo int on 80% 551038798 0 111879.64 None 551038825 125000 99966.24 2% / 1% 571008516 240000 23746.86 None 571008593 0 19702.88 5% of ppd amt 571009323 0 18077.89 None 571010046 319900 31828.48 None 571017993 180460 143632.36 2 mo int or 60 days int on UPB 581017555 0 224724.45 6 mo int on 80% 581019475 0 288795.14 6 mo int on 80% 581019840 0 391472.19 6 mo int on 80% 581020169 0 214693.27 6 mo int on 80% 581020230 0 306305.31 6 mo int on 80% 581020257 0 242180.37 6 mo int on 80% 581020585 0 323029.86 6 mo int on 80% 581020702 84900 76368.89 6 mo int on 80% 581020708 60000 53991.62 6 mo int on 80% 581020828 0 149939.55 6 mo int on 80% 581020911 0 254886.35 None 581020983 0 132952.33 6 mo int on 80% 581021017 0 287943.52 6 mo int on 80% 581021045 0 382439.5 6 mo int on 80% 581021046 233800 210393.59 6 mo int on 80% 581021052 0 303893.83 6 mo int on 80% 581021070 0 215937.15 6 mo int on 80% 581021174 0 143885.57 6 mo int on 80% 581021198 225000 179870.37 6 mo int on 80% 581021401 0 348341.44 6 mo int on 80% 581021498 0 123187.86 6 mo int on 80% 581021584 264414 237931.25 6 mo int on 80% 581021595 0 199749.26 6 mo int on 80% 581021642 0 324907.7 6 mo int on 80% 581021663 0 318456.2 6 mo int on 80% 581021669 0 258857.46 6 mo int on 80% 581021670 0 124993.47 None 581021672 0 393239.09 6 mo int on 80% 581021688 126300 113670 6 mo int on 80% 581021712 0 345534.46 6 mo int on 80% 581021721 0 199952.58 6 mo int on 80% 581021750 0 157350.95 6 mo int on 80% 581021765 0 259805.11 6 mo int on 80% 581021778 0 206190.56 6 mo int on 80% 581021784 0 184459.16 6 mo int on 80% 581021796 0 129943.93 6 mo int on 80% 581021807 0 184417.29 None 581021811 0 252000 6 mo int on 80% 581021817 0 190685.6 6 mo int on 80% 581021835 0 288962.25 6 mo int on 80% 581021856 0 262962.14 6 mo int on 80% 581021910 0 254927.71 6 mo int on 80% 581021911 0 318656.18 6 mo int on 80% 581021922 0 256672.04 6 mo int on 80% 581021930 280000 223638.9 6 mo int on 80% 581021943 0 395977.14 6 mo int on 80% 581021951 0 178891.56 6 mo int on 80% 581022077 0 212475.84 6 mo int on 80% 581022079 0 386952.37 6 mo int on 80% 581022089 0 278641.25 6 mo int on 80% 581022096 0 174881.79 None 581022417 0 134928.54 6 mo int on 80% 581022449 0 226934.95 6 mo int on 80% 581022451 550000 412390.12 6 mo int on 80% 581022458 0 335405.28 6 mo int on 80% 581022469 0 134915.83 6 mo int on 80% 581022470 0 374845.83 6 mo int on 80% 581022512 0 115496.22 6 mo int on 80% 581022514 0 220951.09 6 mo int on 80% 581022528 0 259767.23 6 mo int on 80% 581022549 0 360720.37 6 mo int on 80% 581022556 0 249969.66 6 mo int on 80% 581022568 0 224959.46 6 mo int on 80% 581022590 130000 116985.53 6 mo int on 80% 581022599 0 381477.79 6 mo int on 80% 581022604 0 197962.75 6 mo int on 80% 581022628 0 157461.63 6 mo int on 80% 581022634 0 311775.32 6 mo int on 80% 581022636 0 155954.64 6 mo int on 80% 581022646 0 377373.32 6 mo int on 80% 581022661 350000 314915.64 6 mo int on 80% 581022672 0 277127.16 6 mo int on 80% 581022681 0 152985.18 None 581022708 0 492890.9 6 mo int on 80% 581022709 115000 103494.14 6 mo int on 80% 581022718 0 184419.15 6 mo int on 80% 581022729 0 253458.04 6 mo int on 80% 581022735 0 305461.19 2 mo int on 66% if less than 8% 581022757 0 183860.69 6 mo int on 80% 581022774 0 149942.42 None 581022780 0 249907.02 None 581022828 265000 238414.44 6 mo int on 80% 581022829 0 247948.58 None 581022857 0 206226.6 6 mo int on 80% 581022873 0 374879.48 6 mo int on 80% 581022888 0 158525 6 mo int on 80% 581022903 360000 323842 6 mo int on 80% 581022918 0 157235.43 6 mo int on 80% 581022951 0 314280.63 6 mo int on 80% 581022970 0 241400.88 None 581022983 0 119180.87 6 mo int on 80% 581023046 0 179916.91 6 mo int on 80% 581023068 0 305907.14 6 mo int on 80% 581023071 0 236106.15 6 mo int on 80% 581023100 375000 337447.12 6 mo int on 80% 581023113 0 179941.6 6 mo int on 80% 581023121 0 195383.98 6 mo int on 80% 581023136 0 271973.8 6 mo int on 80% 581023158 0 203963.24 6 mo int on 80% 581023171 0 199903.19 6 mo int on 80% 581023173 0 205840.89 None 581023177 0 249811.66 6 mo int on 80% 581023183 0 193451.96 6 mo int on 80% 581023188 330000 284750 6 mo int on 80% 581023200 0 279958.77 6 mo int on 80% 581023204 0 350434.17 6 mo int on 80% 581023206 280000 223912.85 6 mo int on 80% 581023222 0 177289.76 6 mo int on 80% 581023223 0 183587.33 6 mo int on 80% 581023690 0 375227.2 6 mo int on 80% 581023700 0 196000 6 mo int on 80% 581023792 155000 139446.33 6 mo int on 80% 581023829 0 192764.48 6 mo int on 80% 581023850 0 125987.86 6 mo int on 80% 621024791 0 93649.88 6 mo int on 80% 621024935 0 124816.03 6 mo int on 80% 621025071 0 188344.46 6 mo int on 80% 621025266 0 254753.4 6 mo int on 80% 621025294 0 225000 6 mo int on 80% 651022313 63000 56622.94 None 661025156 0 204932.96 6 mo int on 80% 661025370 0 233440.82 6 mo int on 80% 661025620 532654 399198.77 6 mo int on 80% 661025644 337500 303638.67 6 mo int on 80% 661025675 0 155426.74 6 mo int on 80% 661025747 0 165569.79 6 mo int on 80% 661025771 0 313638.78 6 mo int on 80% 661025852 0 368694.33 6 mo int on 80% 661026070 0 267612.77 6 mo int on 80% 661026121 0 276556 2% of ppd amt 661026137 0 409322 6 mo int on 80% 661026265 0 271892.2 6 mo int on 80% 661026273 0 390804.67 6 mo int on 80% 661026294 429000 364584.3 6 mo int on 80% 661026306 0 301608.31 6 mo int on 80% 661026398 0 166909.73 6 mo int on 80% 661026433 0 331465.5 6 mo int on 80% 661026453 0 331362.47 6 mo int on 80% 661026477 0 289900.66 6 mo int on 80% 661026484 0 231931.14 6 mo int on 80% 661026500 0 146306.49 None 661026542 0 191918 None 661026554 0 136687.74 None 661026626 0 140370.5 6 mo int on 80% 661026636 0 281557.9 6 mo int on 80% 661026643 0 196139.57 None 661026662 0 375929.79 6 mo int on 80% 661026674 0 367855.81 6 mo int on 80% 661026686 0 283327.03 6 mo int on 80% 661026697 0 355210.42 6 mo int on 80% 661026725 318000 285911.33 None 661026752 0 480444.95 6 mo int on 80% 661026754 0 413833.13 6 mo int on 80% 661026768 0 104917.09 6 mo int on 80% 661026795 0 367105.47 6 mo int on 80% 661026827 0 218887.37 6 mo int on 80% 661026851 0 283082.09 6 mo int on 80% 661026856 0 205490.34 6 mo int on 80% 661026858 0 356928.99 6 mo int on 80% 661026866 0 394825.33 6 mo int on 80% 661026875 0 287966.36 6 mo int on 80% 661026880 500000 424890.41 6 mo int on 80% 661026893 0 373801.29 6 mo int on 80% 661026897 0 212974.55 6 mo int on 80% 661026901 0 335759.25 6 mo int on 80% 661026939 0 276000 6 mo int on 80% 661026941 0 206928.37 6 mo int on 80% 661026942 0 413911.85 6 mo int on 80% 661026954 0 188902.48 None 661026956 0 314930.28 6 mo int on 80% 661026974 0 249917.65 6 mo int on 80% 661026985 0 283182.6 6 mo int on 80% 661026986 390000 350920.83 6 mo int on 80% 661026996 0 104901.64 3% / 2% / 1% 661027011 0 398884.32 6 mo int on 80% 661027029 0 212457.87 6 mo int on 80% 661027031 0 283309.78 6 mo int on 80% 661027051 0 365474.26 None 661027053 0 302951.18 6 mo int on 80% 661027057 0 336916.55 6 mo int on 80% 661027062 0 419740.28 6 mo int on 80% 661027072 0 229349.86 6 mo int on 80% 661027088 0 221142.99 6 mo int on 80% 661027091 0 349772.21 6 mo int on 80% 661027122 0 399352.91 6 mo int on 80% 661027129 0 368034.9 6 mo int on 80% 661027130 0 309887.01 6 mo int on 80% 661027131 0 440000 6 mo int on 80% 661027137 0 274972.46 6 mo int on 80% 661027142 149000 133639.28 6 mo int on 80% 661027151 0 319758.92 6 mo int on 80% 661027153 0 202612.24 6 mo int on 80% 661027174 0 295115.6 6 mo int on 80% 661027193 0 225220.73 None 661027214 0 288846.97 6 mo int on 80% 661027219 0 359958.75 6 mo int on 80% 661027243 0 111987.65 6 mo int on 80% 661027264 0 209705.59 6 mo int on 80% 661027292 0 313958.88 6 mo int on 80% 661027313 330000 296971.39 6 mo int on 80% 661027324 0 365280.62 6 mo int on 80% 661027325 0 336000 6 mo int on 80% 661027328 0 395942.94 None 661027334 0 241946.64 6 mo int on 80% 661027378 0 174715.1 6 mo int on 80% 661027438 0 408548.49 6 mo int on 80% 661027508 0 249942.15 6 mo int on 80% 661027534 0 132897.27 6 mo int on 80% 671021020 0 351205.28 6 mo int on 80% 671021067 340000 305918.5 6 mo int on 80% 671021348 319000 286915.61 2% of ppd amt 831076110 460000 414000 6 mo int on 80% 831078303 0 182541.74 6 mo int on 80% 831078317 0 254833.99 6 mo int on 80% 831078318 0 249486.35 None 831078319 0 349490.26 None 831078320 310000 247970.43 None 831078322 0 95880.76 6 mo int on 80% 831078323 0 183772.69 6 mo int on 80% 831078329 0 131098.04 6 mo int on 80% 831078331 0 144548.36 6 mo int on 80% 831078333 0 173816.16 6 mo int on 80% 831078344 0 124968.67 6 mo int on 80% 831078345 0 101937.26 6 mo int on 80% 831078346 0 125933.22 6 mo int on 80% 831078347 0 149764.33 6 mo int on 80% 831078348 0 132810.75 6 mo int on 80% 831078350 0 311550.36 6 mo int on 80% 831078351 0 99846.5 6 mo int on 80% 831078352 0 275853.24 6 mo int on 80% 831078353 0 184317.78 None 831078354 0 127854.12 None 831078355 0 161415.83 None 831078356 0 169747.13 6 mo int on 80% 831078357 0 170391.52 None 831078358 0 307767.04 None 831078359 0 149751.83 6 mo int on 80% 831078360 0 316778.33 None 831078364 0 299378.44 6 mo int on 80% 831078366 285000 167458.26 6 mo int on 80% 831078368 0 351299.59 6 mo int on 80% 831078372 0 163816.02 6 mo int on 80% 831078374 0 354683.92 6 mo int on 80% 831078375 0 219672.11 6 mo int on 80% 831078376 0 233872.69 6 mo int on 80% 831078377 0 179901.47 6 mo int on 80% 831078378 0 298555.3 6 mo int on 80% 831078394 0 118855.31 6 mo int on 80% 831078400 0 329669.6 6 mo int on 80% 831078402 0 352343.82 6 mo int on 80% 951004540 0 99809.47 1% of UPB 951004750 0 99939.89 1% of amt prepaid 951004987 0 223548.62 3% / 2% / 1% 951005010 0 97718.07 1% of UPB 951005013 65000 58448.7 1% of amt prepaid 951005349 0 110348.96 3% / 2% / 1% 951005393 0 111889.97 3% / 2% / 1% 951005442 0 230310.99 1% of amt prepaid 951005499 0 215950.54 1% of amt prepaid 951005505 0 224855.49 None 951005531 0 63836.55 1% of amt prepaid 951006167 248000 198400 1% of amt prepaid 951006175 0 233861.81 1% of amt prepaid 951006287 70000 59483.54 1% of amt prepaid 951006357 340000 305829.79 1% of amt prepaid 951006373 0 145180.78 6 mo int on 80% 951006394 175000 157429.21 None 951006416 0 175341.83 1% of amt prepaid 951006423 141000 119697.93 3% / 2% / 1% 951006428 112000 100773.02 1% of amt prepaid 951006433 0 121268.15 3% / 2% / 1% 951006480 0 344213.61 None 951006503 0 121854.73 1% of amt prepaid 951006505 96000 76771.09 PIF - 1% of OPB ; Partial - 1% of amt ppd 951006520 0 182457.56 1% of UPB 951006555 0 303024.56 None 951006566 0 177796.54 3% / 2% / 1% 951006574 0 109474.26 3% / 2% / 1% 951006591 0 241082.6 6 mo int on 80% 951006597 0 66559.96 3% / 2% / 1% 951006660 0 103500 1% of UPB 951006678 0 196923.54 1% of amt prepaid 951006689 0 201288.08 6 mo int on 80% 951006859 0 127644.61 1% of amt prepaid 951006884 0 297219.81 1% of UPB 951006968 0 309931.39 None 951006984 180000 152884.91 3% / 2% / 1% 951006994 0 116179.34 None 951007001 0 119945.77 6 mo int on 80% 951007074 60000 50966 1% of amt prepaid 951007125 0 299955.99 None 951007133 0 207807.15 1% of amt prepaid 951007164 260000 233907.01 1% of amt prepaid 951007167 246000 221316.64 1% of amt prepaid 951007172 0 449946.6 6 mo int on 80% 951007174 260000 233909 1% of amt prepaid 951007193 0 357889.51 None 951007203 0 131608.51 6 mo int on 80% 951007220 0 184475.89 1% of UPB 951007248 141000 116886.51 1% of amt prepaid 951007263 0 247841 None 951007313 67500 60750 1% of amt prepaid 951007325 0 271484.87 6 mo int on 80% 951007335 0 540194.55 None 951007349 0 83201.45 1% of UPB 951007375 220000 197904.64 1% of UPB 951007412 0 242861.63 1% of amt prepaid 951007413 0 137144.5 None 951007417 0 368821.92 None 951007447 0 148616.42 6 mo int on 80% 951007459 225800 203112.42 None 951007570 0 307822.79 6 mo int on 80% 951007575 0 134952.6 1% of amt prepaid 951007583 0 377868.13 1% of amt prepaid 951007602 0 159959.87 1% of amt prepaid 951007609 59000 53083.58 1% of amt prepaid 951007614 0 95311.19 PIF - 1% of OPB ; Partial - 1% of amt ppd 951007637 0 103433.53 1% of amt prepaid 951007653 0 156821.61 6 mo int on 80% 951007665 0 361184.12 6 mo int on 80% 951007703 0 99962.76 1% of UPB 951007704 95000 85479.91 PIF - 1% of OPB ; Partial - 1% of amt ppd 951007737 0 230818.35 6 mo int on 80% 951007754 0 138783.6 6 mo int on 80% 951007883 0 271866.79 6 mo int on 80% 951007885 0 248140.55 6 mo int on 80% 951007887 236000 212302.99 3% / 2% / 1% 951007901 0 238391.07 1% of amt prepaid 951007904 0 162240.45 6 mo int on 80% 951007928 0 192813.82 6 mo int on 80% 951007929 0 169000 3% / 2% / 1% 951007939 0 123863.09 6 mo int on 80% 951007953 0 204139.91 2% of ppd amt 951007994 175000 148699.22 None 951008021 141000 126789.74 1% of amt prepaid 951008034 133000 112986.4 1% of amt prepaid 951008043 335000 301364.83 6 mo int on 80% 951008046 0 169756.83 6 mo int on 80% 951008050 0 398362.46 None 951008063 0 243628.07 6 mo int on 80% 951008069 325000 259895.56 None 951008082 0 121079.9 3% / 2% / 1% 951008089 0 299885.38 6 mo int on 80% 951008096 0 158320.43 6 mo int on 80% 951008123 0 216750 6 mo int on 80% 951008131 0 233595.38 None 951008137 0 167108.8 6 mo int on 80% 951008143 0 125706.89 6 mo int on 80% 951008210 0 359957.1 6 mo int on 80% 951008225 0 188777.46 PIF - 1% of OPB ; Partial - 1% of amt ppd 951008226 0 268783.81 6 mo int on 80% 951008230 0 219602.25 6 mo int on 80% 951008251 0 203902.17 None 951008278 475000 332469.19 6 mo int on 80% 951008326 0 107195.11 6 mo int on 80% 951008334 0 92216.01 1% of amt prepaid 951008386 0 149926.69 6 mo int on 80% 951008994 0 106319.13 1% of amt prepaid 951009001 390000 350981.3 1% of amt prepaid 951009011 0 244106.46 6 mo int on 80% 951009037 585000 525898.22 None 951009080 0 135265.2 6 mo int on 80% 951009089 0 323840.63 1% of UPB 951009119 0 176953.39 6 mo int on 80% 951009163 0 190885.48 1% of UPB 961077600 0 200847.64 None 961078298 0 115861.39 6 mo int on 80% 961078325 0 164856.63 6 mo int on 80% 961078387 275000 174824.85 6 mo int on 80% 961078393 389900 350674.54 6 mo int on 80% 971000055 0 87473.83 None 971000069 0 279655.6 6 mo int on 80% 971000095 0 167900.3 None 971001092 0 115363.6 None 971001110 0 67951.28 None 971001144 180000 161915.58 6 mo int on 80% 971001149 0 174874.56 6 mo int on 80% 971001359 0 49967.72 6 mo int on 80% 971001451 0 123905.7 None 971001568 189500 170493.36 6 mo int on 80% 971001571 258440 232244.55 6 mo int on 80% 971001574 0 161913.09 6 mo int on 80% 971001579 259587 220398.55 6 mo int on 80% 971001582 133900 120420.8 6 mo int on 80% 971001597 0 99941.37 6 mo int on 80% 971001606 0 170977.39 6 mo int on 80% 971001610 0 261652.03 6 mo int on 80% 971001638 262000 209342.52 6 mo int on 80% 971001644 242500 193853.11 3% / 2% / 1% 971001671 0 179798.48 None 971001698 147500 132498.73 6 mo int on 80% 971001718 0 106352.42 None 971001726 112500 101174.24 6 mo int on 80% 971001738 0 85050 6 mo int on 80% 971001740 0 115937.67 None 971001750 124900 75728.84 3% / 2% / 1% 971001916 0 187192.09 3% / 2% / 1% 971001918 132500 118764.07 6 mo int on 80% 971001942 0 212833.34 6 mo int on 80% 971002011 122000 103660.96 6 mo int on 80% 971002021 240000 167704.18 6 mo int on 80% 971002049 0 84973.14 6 mo int on 80% 971002103 158200 134278.04 6 mo int on 80% 971002292 283705 255239.2 6 mo int on 80% ------------------------------------------------------------------------------------- 1,543 ------------------------------------------------------------------------------------- 111003651 0 729000 None 111003711 0 687683.23 6 mo int on 80% 111003769 0 742797.01 6 mo int on 80% 151045135 0 561138.72 None 151045172 0 599570.47 None 151045466 0 1299900 None 151045553 0 616316.02 None 151045806 734000 656686.92 None 161054776 0 429178.87 None 161054914 0 924622.08 None 161054950 0 476891.87 None 161055040 0 575955.25 None 161055071 525000 419748.17 None 171043724 562201 423166.54 6 mo int on 80% 171044827 0 535239.19 6 mo int on 80% 171044913 0 468542.02 6 mo int on 80% 171044915 0 434592.1 6 mo int on 80% 171044972 0 618026.51 6 mo int on 80% 171044977 0 701191.07 6 mo int on 80% 171045110 0 487371.4 6 mo int on 80% 171045160 622805 560379.46 6 mo int on 80% 171045167 0 599623.42 6 mo int on 80% 171045236 0 467953.14 6 mo int on 80% 171045251 0 579569.56 6 mo int on 80% 171045273 0 531764.6 6 mo int on 80% 171045274 0 531764.6 6 mo int on 80% 171045425 0 507553.19 6 mo int on 80% 191039644 0 699403.04 6 mo int on 80% 191039723 495000 445284.99 6 mo int on 80% 191039983 546607 464443.3 6 mo int on 80% 191040127 539000 484413.03 6 mo int on 80% 191040212 0 451895.97 6 mo int on 80% 191040256 0 424852.8 6 mo int on 80% 191040303 0 661338.91 6 mo int on 80% 211058150 0 487187.34 None 211058194 0 483074.52 None 211058202 0 679699.61 None 211058234 0 647940.21 None 211058461 0 696797.44 None 211058564 0 463418.88 6 mo int on 80% 211058614 565000 508180.52 6 mo int on 80% 211058820 0 729921.87 None 211058915 0 1124629.46 2 mo int on 66% if less than 8% 211058949 0 746789.38 None 211058992 0 682010.23 2 mo int on 66% if less than 8% 211059007 0 744792.77 2% of ppd amt 211059024 723629 649932.88 6 mo int on 80% 211059033 0 884448.12 2 mo int on 66% if less than 8% 211059084 0 590794.15 2 mo int on 66% if less than 8% 211059117 0 467478.08 6 mo int on 80% 211059141 770000 615852.44 2% of ppd amt 211059182 0 422969.63 None 211059331 0 699895.86 None 211059386 0 529984.21 2% of ppd amt 211059390 565990 509308.91 2 mo int on 66% if less than 8% 211059398 525000 472466.74 2% of ppd amt 211059432 0 789736.19 None 211059464 0 428615.93 6 mo int on 80% 211059480 0 440406.31 2 mo int on 66% if less than 8% 211059684 549000 466472.4 2% of ppd amt 211059859 0 492716.36 None 231094035 2300000 1399663.38 6 mo int on 80% 231095479 510000 458892.84 6 mo int on 80% 231095619 0 435945.03 None 231095845 0 674016.94 None 231095872 0 464656.97 6 mo int on 80% 231095911 0 639829.51 None 231095952 0 749867.13 None 231096006 0 424944.34 6 mo int on 80% 231096136 705000 458018.63 None 231096139 640000 575601.59 None 231096180 0 544586.54 2 mo int on 66% if less than 8% 231096200 0 683908.7 None 231096207 0 577779.21 6 mo int on 80% 231096321 0 463853.93 None 231096370 1310000 982500 None 231096576 0 507909.14 None 231096591 570000 512669.52 None 231096773 0 534741.41 None 331056919 0 830241.04 6 mo int on 80% 331057820 0 427762.07 6 mo int on 80% 331058695 0 839752.74 None 331058699 0 598696.49 6 mo int on 80% 331058700 0 566365.21 6 mo int on 80% 331058704 0 478617.07 6 mo int on 80% 331058744 810000 687578.62 6 mo int on 80% 331058819 0 759381.71 None 331058876 0 549887.26 None 331059035 0 620000 6 mo int on 80% 331059049 0 749618.26 6 mo int on 80% 331059050 0 547950.21 6 mo int on 80% 331059059 0 451878.95 None 331059117 0 431044.56 None 331059148 490000 435966.12 None 331059172 0 633903.48 6 mo int on 80% 331059239 0 497113.63 6 mo int on 80% 331059272 0 481934.43 None 331059300 0 637402.91 6 mo int on 80% 331059331 0 579769.02 6 mo int on 80% 331059398 575000 516645.8 6 mo int on 80% 331059545 0 1234755.13 None 331059562 0 471953.64 None 331059710 0 607877.81 None 331060355 0 636727.09 None 331060387 752000 676581.78 None 331060776 600000 449826.15 None 341045704 0 494666.87 6 mo int on 80% 341045807 745000 632992.82 1% of UPB 341045875 734500 623820.08 1% of amt ppd if loan greater than $150K 371051001 0 477747.77 6 mo int on 80% 371051332 0 720000 6 mo int on 80% 371052232 0 593740.01 6 mo int on 80% 371052355 0 618451.29 6 mo int on 80% 371052361 0 419631.25 6 mo int on 80% 411003719 0 611528.19 6 mo int on 80% 411004816 0 759722.42 None 411004991 0 1006666.98 6 mo int on 80% 411005259 0 469850.87 None 411005407 0 487391.12 None 411005432 0 934837.66 6 mo int on 80% 511060838 0 584008.29 6 mo int on 80% 511062549 825000 742016.99 6 mo int on 80% 511062563 0 435350.82 6 mo int on 80% 511063954 0 589506.76 6 mo int on 80% 511064227 0 429805.8 6 mo int on 80% 511064301 0 704606.32 6 mo int on 80% 511064469 0 439072.36 6 mo int on 80% 511064478 0 860726.57 6 mo int on 80% 511064537 0 1195217.71 6 mo int on 80% 511064750 0 899882.13 6 mo int on 80% 511064806 650000 584749.14 6 mo int on 80% 511064980 0 567863.43 6 mo int on 80% 511065000 0 1039413.93 6 mo int on 80% 511065064 0 559859.87 6 mo int on 80% 511065066 0 424674.03 None 511065138 0 548817.54 6 mo int on 80% 511065167 0 431062.45 6 mo int on 80% 511065170 0 616589.13 6 mo int on 80% 511065185 0 998169.43 6 mo int on 80% 511065246 0 948144.72 6 mo int on 80% 511065322 0 443000 6 mo int on 80% 511065411 0 531000 6 mo int on 80% 511065472 0 471741.06 6 mo int on 80% 511065492 0 620915.52 6 mo int on 80% 511065508 0 720000 6 mo int on 80% 511065568 0 485677.56 6 mo int on 80% 511065604 0 439435.52 6 mo int on 80% 511065610 0 683873.99 6 mo int on 80% 511065651 0 649700.72 6 mo int on 80% 511065710 0 429684.93 6 mo int on 80% 511065738 0 537092.04 6 mo int on 80% 511065769 0 517240.04 6 mo int on 80% 511065783 0 485910.46 6 mo int on 80% 511065795 0 486000 6 mo int on 80% 511065827 0 637226.62 6 mo int on 80% 511065913 0 431883.23 6 mo int on 80% 511065966 0 459000 6 mo int on 80% 511066040 0 435906.86 6 mo int on 80% 511066125 535000 481471.08 6 mo int on 80% 511066177 0 569393.65 6 mo int on 80% 511066203 0 521846.35 6 mo int on 80% 511066317 0 481443.76 6 mo int on 80% 511066540 515000 463365.3 6 mo int on 80% 511066556 0 675185.78 6 mo int on 80% 511066770 1450000 1232393.97 6 mo int on 80% 521058975 0 566285.43 None 521059899 0 479377.11 None 521060174 0 579831.44 None 521060313 0 455944.66 6 mo int on 80% 521060558 525000 472028.41 None 521060768 0 534280.65 None 551033237 0 602904.74 None 551034166 0 558818.55 6 mo int on 80% 551036184 0 522693.46 6 mo int on 80% 551036537 0 431937.66 2 mo int or 60 days int on UPB 551036845 0 530943.67 6 mo int on 80% 551036938 0 422152.99 PIF - 1% of OPB ; Partial - 1% of amt ppd 551036997 0 423393.5 None 551037859 640000 575384.72 6 mo int on 80% 551038049 599000 538626.11 6 mo int on 80% 551038238 0 620829.78 PIF - 1% of OPB ; Partial - 1% of amt ppd 551038471 718000 574085.59 6 mo int on 80% 551038645 0 482803.84 6 mo int on 80% 551038993 0 581406.54 6 mo int on 80% 571009013 395000 39318.05 None 571009210 0 59037.78 None 581014207 0 868990.15 6 mo int on 80% 581018115 0 444531.59 6 mo int on 80% 581020558 735000 587795.97 6 mo int on 80% 581021153 0 463694.59 None 581021349 545000 435633.91 6 mo int on 80% 581021358 0 550937.69 6 mo int on 80% 581021386 0 661442.2 None 581021408 0 544083.61 6 mo int on 80% 581021419 0 471491.2 6 mo int on 80% 581021445 0 453869.2 6 mo int on 80% 581021449 0 607660.83 6 mo int on 80% 581021476 0 749259.4 6 mo int on 80% 581021497 0 436457.14 None 581021571 0 431928.53 6 mo int on 80% 581021589 0 511514.98 6 mo int on 80% 581021653 0 569829.6 6 mo int on 80% 581021706 0 884705.2 6 mo int on 80% 581021722 0 475821.49 6 mo int on 80% 581021731 0 430985.76 6 mo int on 80% 581021786 0 512808.33 6 mo int on 80% 581021798 0 761904.35 6 mo int on 80% 581021827 0 566761.82 6 mo int on 80% 581021839 0 554974.5 6 mo int on 80% 581021936 0 499607.05 6 mo int on 80% 581021942 0 829751.99 None 581022008 0 471000 6 mo int on 80% 581022037 0 1499574.8 None 581022068 468000 421121.35 6 mo int on 80% 581022076 627000 501312.01 6 mo int on 80% 581022126 0 457418.34 6 mo int on 80% 581022566 0 446170.18 6 mo int on 80% 581022629 0 431969.58 6 mo int on 80% 581022632 0 530607.56 6 mo int on 80% 581022647 0 607947.9 6 mo int on 80% 581022736 0 664552.89 6 mo int on 80% 581022753 595000 471941.61 6 mo int on 80% 581022813 0 499914.71 6 mo int on 80% 581022835 0 469733.63 6 mo int on 80% 581022842 0 499344.44 6 mo int on 80% 581022856 0 542176.24 6 mo int on 80% 581022932 1270000 999752.39 6 mo int on 80% 581022954 0 463926.61 6 mo int on 80% 581023023 0 824947.4 None 581023725 0 498938.82 6 mo int on 80% 581023852 0 484401.02 6 mo int on 80% 661025760 1165000 931464.12 6 mo int on 80% 661025956 1600000 1199582.38 6 mo int on 80% 661026118 0 619763.32 6 mo int on 80% 661026185 0 458784.93 6 mo int on 80% 661026235 0 467364.95 6 mo int on 80% 661026375 0 676732.24 6 mo int on 80% 661026547 665016 598386.27 6 mo int on 80% 661026580 1322966.86 749770.79 6 mo int on 80% 661026608 0 882560.4 6 mo int on 80% 661026664 0 974755.02 6 mo int on 80% 661026780 510000 458859.72 6 mo int on 80% 661026783 620000 495809.18 6 mo int on 80% 661026850 0 557904 6 mo int on 80% 661026874 0 509766.16 6 mo int on 80% 661026892 0 489865.92 6 mo int on 80% 661026904 0 584870.44 None 661026917 0 467583.32 6 mo int on 80% 661026968 0 619827.47 6 mo int on 80% 661027020 0 548612.52 6 mo int on 80% 661027022 0 490321.53 6 mo int on 80% 661027075 0 458824.66 6 mo int on 80% 661027077 0 458070.44 6 mo int on 80% 661027113 0 503920.29 6 mo int on 80% 661027117 0 764837.1 6 mo int on 80% 661027161 0 709611.36 6 mo int on 80% 661027184 0 473227.03 6 mo int on 80% 661027246 0 937593.81 None 661027270 575000 517464.28 6 mo int on 80% 661027296 0 699505.94 6 mo int on 80% 661027345 0 719491.83 6 mo int on 80% 661027489 0 661446.55 6 mo int on 80% 831078311 0 423725.43 6 mo int on 80% 831078315 0 419027.66 6 mo int on 80% 831078363 0 1039539.24 6 mo int on 80% 831078391 0 860737.83 6 mo int on 80% 951005275 0 584802.98 2% of ppd amt 951007103 0 494332.17 None 951007156 0 909241.68 None 951007369 0 797977.51 1% of UPB 951007388 0 697451.86 6 mo int on 80% 951007443 0 607653.8 None 951007444 670000 599720.07 1% of amt prepaid 951007595 0 418466.84 None 951007735 0 488650.91 2% of ppd amt 951007785 0 418665.52 6 mo int on 80% 951008013 0 553254.62 6 mo int on 80% 951008039 0 562447.89 6 mo int on 80% 951008078 0 526416.49 6 mo int on 80% 951008122 695000 555249.85 6 mo int on 80% 961078392 0 499423.76 6 mo int on 80% 971000068 0 526235.52 None 971001604 510000 458724.79 6 mo int on 80% ------------------------------------------------------------------------------------- 283 ------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------- 1,826 ===================================================================================== -------------------------------------------------------------------------------------------------------- Loan Prepayment Remaining Rounding Product Number Term Prepayment Code Term -------------------------------------------------------------------------------------------------------- 061079604 24 18 U 2/28 6 MO LIBOR 50/30 Balloon 061082331 36 32 0 Fixed Rate 50/30 Balloon 061083303 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 061083467 24 21 U 2/28 6 MO LIBOR 061083549 24 21 U 2/28 6 MO LIBOR 061083595 36 33 0 Fixed Rate 30 Yr IO 061083628 36 33 0 Fixed Rate 30 Yr 061083642 36 33 0 Fixed Rate 30 Yr 061083660 36 33 0 Fixed Rate 40/30 Balloon 061083675 24 21 U 2/28 6 MO LIBOR 061083782 36 33 U 5/25 6 MO LIBOR 061083852 24 21 U 2/28 6 MO LIBOR 111003205 36 30 0 Fixed Rate 30 Yr 111003530 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 111003637 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 111003663 36 34 0 Fixed Rate 30 Yr 111003671 0 0 U 5/25 6 MO LIBOR 111003678 24 22 U 2/28 6 MO LIBOR 111003689 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 111003691 24 22 U 2/28 6 MO LIBOR 111003708 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 111003714 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 111003715 0 0 U 2/28 6 MO LIBOR 111003747 36 34 U 3/27 6 MO LIBOR 111003753 36 34 0 Fixed Rate 50/30 Balloon 111003851 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 121054293 36 31 U 5/25 6 MO LIBOR 121054995 36 32 0 Fixed Rate 30 Yr 151044429 36 32 0 Fixed Rate 30 Yr 151044475 0 0 U 2/28 6 MO LIBOR 151044530 36 33 0 Fixed Rate 30 Yr 151044660 0 0 U 2/28 6 MO LIBOR 151044710 0 0 U 2/28 6 MO LIBOR 151044964 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 151045043 36 33 0 Fixed Rate 30 Yr 151045078 24 21 U 2/28 6 MO LIBOR 151045192 24 20 U 2/28 6 MO LIBOR 151045306 36 33 0 Fixed Rate 40/30 Balloon 151045356 0 0 U 2/28 6 MO LIBOR 151045410 0 0 U 2/28 6 MO LIBOR 151045421 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 151045524 24 22 U 2/28 6 MO LIBOR 151045558 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151045579 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 151045608 12 10 U 2/28 6 MO LIBOR 151045613 24 21 U 2/28 6 MO LIBOR 151045629 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151045647 0 0 N 2/28 6 MO LIBOR 151045656 24 21 U 2/28 6 MO LIBOR 151045666 12 10 U 2/28 6 MO LIBOR 151045670 0 0 N 2/28 6 MO LIBOR 151045671 0 0 U 2/28 6 MO LIBOR 151045679 12 10 U 2/28 6 MO LIBOR 151045701 0 0 0 Fixed Rate 50/30 Balloon 151045713 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 151045726 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151045775 0 0 U 2/28 6 MO LIBOR 151045785 0 0 N 2/28 6 MO LIBOR 151045793 0 0 U 2/28 6 MO LIBOR 151045836 0 0 U 2/28 6 MO LIBOR 151045860 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 151045883 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 151045896 0 0 U 2/28 6 MO LIBOR 151045901 0 0 U 2/28 6 MO LIBOR 151045917 12 10 U 2/28 6 MO LIBOR 151045945 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151046006 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 151046009 24 22 U 2/28 6 MO LIBOR 151046036 24 22 U 2/28 6 MO LIBOR 151046039 0 0 U 2/28 6 MO LIBOR 161054388 0 0 U 2/28 6 MO LIBOR 161054446 0 0 U 2/28 6 MO LIBOR 161054485 0 0 U 3/27 6 MO LIBOR 161054532 0 0 U 2/28 6 MO LIBOR 161054675 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161054769 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 161054788 0 0 U 5/25 6 MO LIBOR 161054803 0 0 U 2/28 6 MO LIBOR 161054812 24 21 U 2/28 6 MO LIBOR 161054816 24 21 U 2/28 6 MO LIBOR 161054834 0 0 U 3/27 6 MO LIBOR 161054849 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 161054861 0 0 U 2/28 6 MO LIBOR 161054942 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161054958 24 21 U 2/28 6 MO LIBOR 161054965 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161054966 0 0 U 2/28 6 MO LIBOR 161054969 0 0 U 2/28 6 MO LIBOR 161054970 24 22 0 Fixed Rate 30 Yr 161054975 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161054979 0 0 U 2/28 6 MO LIBOR 161054995 0 0 U 2/28 6 MO LIBOR 161055003 0 0 U 3/27 6 MO LIBOR 161055010 24 22 U 2/28 6 MO LIBOR 161055029 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161055035 36 34 0 Fixed Rate 30 Yr 161055050 0 0 U 2/28 6 MO LIBOR 161055055 0 0 0 Fixed Rate 30 Yr 161055056 0 0 0 Fixed Rate 30 Yr 161055068 0 0 U 2/28 6 MO LIBOR 171044316 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 171044403 24 21 U 2/28 6 MO LIBOR 171044562 24 20 N 2/28 6 MO LIBOR 171044577 36 34 N 3/27 6 MO LIBOR 171044628 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 171044699 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 171044759 24 21 U 2/28 6 MO LIBOR 171044812 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171044849 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171044852 12 10 U 2/28 6 MO LIBOR 40/30 Balloon 171044876 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171044918 36 34 0 Fixed Rate 30 Yr 171044924 0 0 0 Fixed Rate 30 Yr 171044970 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171044994 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171044997 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045018 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171045019 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171045020 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171045042 36 33 0 Fixed Rate 50/30 Balloon 171045044 12 9 U 2/28 6 MO LIBOR 171045054 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 171045058 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171045063 36 34 0 Fixed Rate 50/30 Balloon 171045068 36 33 0 Fixed Rate 50/30 Balloon 171045070 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171045075 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 171045076 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171045079 36 33 0 Fixed Rate 50/30 Balloon 171045117 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171045118 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171045124 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045164 24 22 U 2/28 6 MO LIBOR 171045175 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045181 36 34 0 Fixed Rate 50/30 Balloon 171045182 36 34 0 Fixed Rate 40/30 Balloon 171045200 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171045209 36 34 U Fixed Rate 50/30 Balloon 171045214 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045262 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045266 12 10 U 2/28 6 MO LIBOR 171045279 24 22 U 2/28 6 MO LIBOR 171045294 36 34 U Fixed Rate 30 Yr 171045312 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045319 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 171045329 0 0 N 2/28 6 MO LIBOR 171045332 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 171045354 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045360 36 34 U 3/27 6 MO LIBOR 40/30 Balloon 171045366 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045371 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 171045382 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045391 24 22 U 2/28 6 MO LIBOR 171045405 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 171045410 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 171045491 36 34 U Fixed Rate 40/30 Balloon 191039000 24 19 U 2/28 6 MO LIBOR 191039187 36 31 0 Fixed Rate 40/30 Balloon 191039211 24 20 U 2/28 6 MO LIBOR 191039410 12 8 U 2/28 6 MO LIBOR 50/30 Balloon 191039553 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 191039659 36 32 0 Fixed Rate 40/30 Balloon 191039696 36 34 0 Fixed Rate 40/30 Balloon 191039707 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191039761 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191039796 24 20 U 2/28 6 MO LIBOR 191039802 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191039846 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 191039858 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 191039867 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 191039884 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191039934 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 191039961 36 33 0 Fixed Rate 50/30 Balloon 191039964 36 33 0 Fixed Rate 40/30 Balloon 191039974 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191039979 36 34 0 Fixed Rate 30 Yr 191039994 24 21 U 2/28 6 MO LIBOR 191040001 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191040005 24 21 U 2/28 6 MO LIBOR 191040022 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191040023 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191040054 24 21 U 2/28 6 MO LIBOR 191040114 36 34 0 Fixed Rate 50/30 Balloon 191040142 36 33 U 3/27 6 MO LIBOR 40/30 Balloon 191040153 0 0 U 2/28 6 MO LIBOR 191040157 36 34 U Fixed Rate 50/30 Balloon 191040166 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 191040178 24 22 U 2/28 6 MO LIBOR 191040181 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191040205 24 22 N 2/28 6 MO LIBOR 191040246 24 21 U 2/28 6 MO LIBOR 191040250 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191040259 24 22 U 2/28 6 MO LIBOR 191040262 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 191040304 36 34 0 Fixed Rate 30 Yr 191040309 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191040328 24 22 0 Fixed Rate 30 Yr 191040365 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 191040368 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191040370 36 34 0 Fixed Rate 50/30 Balloon 191040391 24 21 U 2/28 6 MO LIBOR 191040394 24 21 U 2/28 6 MO LIBOR 191040451 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 191040463 24 22 U 2/28 6 MO LIBOR 191040499 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 211057120 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211057506 0 0 0 Fixed Rate 40/30 Balloon 211057914 24 21 U 2/28 6 MO LIBOR 211058010 36 33 0 Fixed Rate 30 Yr 211058201 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211058263 24 21 U 2/28 6 MO LIBOR 211058376 0 0 0 Fixed Rate 30 Yr 211058467 24 22 U 2/28 6 MO LIBOR 211058476 36 33 0 Fixed Rate 30 Yr 211058502 36 33 0 Fixed Rate 30 Yr 211058507 36 34 0 Fixed Rate 30 Yr 211058523 36 33 0 Fixed Rate 30 Yr 211058551 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 211058632 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 211058698 24 22 U 2/28 6 MO LIBOR 211058737 24 21 U 2/28 6 MO LIBOR IO 211058755 24 21 U 2/28 6 MO LIBOR 211058804 24 22 U 2/28 6 MO LIBOR 211058842 0 0 U 2/28 6 MO LIBOR 211058853 36 33 0 Fixed Rate 50/30 Balloon 211058894 24 21 U 2/28 6 MO LIBOR 211058904 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 211058925 24 22 U 2/28 6 MO LIBOR 211058977 24 21 U 2/28 6 MO LIBOR 211058994 24 22 U 2/28 6 MO LIBOR 211058998 0 0 U 2/28 6 MO LIBOR 211059002 24 21 U 2/28 6 MO LIBOR 211059018 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 211059022 24 21 U 2/28 6 MO LIBOR 211059030 24 21 0 Fixed Rate 30 Yr 211059032 36 34 0 Fixed Rate 30 Yr 211059056 36 34 U Fixed Rate 30 Yr 211059072 36 34 U Fixed Rate 40/30 Balloon 211059077 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211059078 24 22 U 2/28 6 MO LIBOR 211059079 36 33 0 Fixed Rate 30 Yr 211059093 36 33 0 Fixed Rate 30 Yr 211059094 0 0 0 Fixed Rate 30 Yr 211059099 0 0 U Fixed Rate 30 Yr 211059112 0 0 0 Fixed Rate 40/30 Balloon 211059119 36 33 0 Fixed Rate 30 Yr 211059137 24 22 U 2/28 6 MO LIBOR 211059151 36 34 0 Fixed Rate 30 Yr 211059164 0 0 0 Fixed Rate 30 Yr 211059165 0 0 0 Fixed Rate 30 Yr 211059170 0 0 0 Fixed Rate 50/30 Balloon 211059176 0 0 U 2/28 6 MO LIBOR 211059180 24 22 U 2/28 6 MO LIBOR 211059189 36 34 0 Fixed Rate 50/30 Balloon 211059191 36 33 0 Fixed Rate 15 Yr 211059205 36 34 0 Fixed Rate 15 Yr 211059236 12 10 0 Fixed Rate 30 Yr 211059264 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 211059270 36 34 0 Fixed Rate 30 Yr 211059279 36 34 0 Fixed Rate 30 Yr 211059292 12 9 U 3/27 6 MO LIBOR 40/30 Balloon 211059293 24 21 U 2/28 6 MO LIBOR 211059318 24 22 U 2/28 6 MO LIBOR 211059344 0 0 U 2/28 6 MO LIBOR 211059346 36 33 0 Fixed Rate 30 Yr 211059353 24 21 U 2/28 6 MO LIBOR 211059363 24 21 U 2/28 6 MO LIBOR 211059368 0 0 U 2/28 6 MO LIBOR 211059370 24 22 U 2/28 6 MO LIBOR 211059378 36 33 0 Fixed Rate 30 Yr 211059401 36 34 0 Fixed Rate 15 Yr 211059402 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 211059414 0 0 U 2/28 6 MO LIBOR IO 211059416 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 211059428 36 34 U Fixed Rate 30 Yr 211059448 0 0 0 Fixed Rate 40/30 Balloon 211059459 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 211059476 24 22 U 2/28 6 MO LIBOR 211059479 36 34 U 5/25 6 MO LIBOR 211059485 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 211059486 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 211059488 0 0 U 2/28 6 MO LIBOR 211059490 24 22 U 2/28 6 MO LIBOR 211059491 0 0 0 Fixed Rate 30 Yr 211059493 0 0 U 2/28 6 MO LIBOR 211059501 36 34 0 Fixed Rate 30 Yr 211059505 0 0 U 2/28 6 MO LIBOR 211059509 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 211059523 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 211059529 0 0 0 Fixed Rate 40/30 Balloon 211059541 36 34 U 5/25 6 MO LIBOR 211059546 24 21 U 2/28 6 MO LIBOR 211059551 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059579 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059580 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059581 24 22 U 2/28 6 MO LIBOR 211059583 24 22 0 Fixed Rate 50/30 Balloon 211059609 36 34 U 3/27 6 MO LIBOR 211059637 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059638 0 0 U Fixed Rate 30 Yr 211059647 0 0 U 5/25 6 MO LIBOR 211059651 0 0 0 Fixed Rate 40/30 Balloon 211059658 36 34 0 Fixed Rate 30 Yr 211059659 24 22 U 2/28 6 MO LIBOR 211059669 0 0 U 3/27 6 MO LIBOR 211059672 0 0 U 2/28 6 MO LIBOR 211059697 36 34 0 Fixed Rate 30 Yr 211059723 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 211059743 36 34 U 5/25 6 MO LIBOR 40/30 Balloon 211059744 36 34 0 Fixed Rate 30 Yr 211059751 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059769 24 22 U 2/28 6 MO LIBOR 211059773 24 22 U 3/27 6 MO LIBOR 211059813 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 211059921 0 0 U 3/27 6 MO LIBOR 231091632 24 19 U 2/28 6 MO LIBOR 231093803 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231093873 12 9 U 2/28 6 MO LIBOR 231094240 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231094311 24 22 U 3/27 6 MO LIBOR 231094489 0 0 U 2/28 6 MO LIBOR 231094511 24 21 U 2/28 6 MO LIBOR 231094571 12 9 0 Fixed Rate 30 Yr Rate Reduction 231094572 0 0 U 2/28 6 MO LIBOR 231094590 0 0 U 2/28 6 MO LIBOR 231094599 24 22 U 2/28 6 MO LIBOR 231094720 24 22 U 2/28 6 MO LIBOR 231094768 36 34 0 Fixed Rate 30 Yr 231094777 12 10 0 Fixed Rate 30 Yr 231094791 0 0 U 2/28 6 MO LIBOR 231094851 0 0 0 Fixed Rate 40/30 Balloon 231094939 24 21 U 2/28 6 MO LIBOR 231094940 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231095037 0 0 U 2/28 6 MO LIBOR 231095117 36 34 0 Fixed Rate 40/30 Balloon 231095124 12 9 0 Fixed Rate 30 Yr 231095130 24 21 U 2/28 6 MO LIBOR 231095266 0 0 U 2/28 6 MO LIBOR 231095274 0 0 U 2/28 6 MO LIBOR 231095277 0 0 U 2/28 6 MO LIBOR 231095332 24 22 U 3/27 6 MO LIBOR 231095374 36 33 0 Fixed Rate 30 Yr 231095388 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 231095396 24 21 U 2/28 6 MO LIBOR 231095400 24 21 U 2/28 6 MO LIBOR 231095429 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231095447 0 0 U 2/28 6 MO LIBOR 231095465 0 0 U 2/28 6 MO LIBOR 231095486 0 0 0 Fixed Rate 30 Yr 231095515 24 22 U 2/28 6 MO LIBOR 231095520 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231095525 0 0 0 Fixed Rate 50/30 Balloon 231095583 36 33 U 5/25 6 MO LIBOR 231095586 36 34 0 Fixed Rate 30 Yr 231095597 0 0 0 Fixed Rate 40/30 Balloon Rate Reduction 231095631 0 0 U 2/28 6 MO LIBOR 231095656 0 0 U 2/28 6 MO LIBOR 231095661 24 22 U 2/28 6 MO LIBOR 231095675 0 0 U 5/25 6 MO LIBOR 231095684 0 0 0 Fixed Rate 30 Yr 231095733 24 21 U 2/28 6 MO LIBOR 231095734 0 0 U 2/28 6 MO LIBOR 231095736 24 21 U 2/28 6 MO LIBOR 231095738 24 22 U 3/27 6 MO LIBOR 231095749 0 0 U 2/28 6 MO LIBOR 231095755 36 33 0 Fixed Rate 30 Yr 231095786 0 0 U 2/28 6 MO LIBOR 231095808 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231095816 24 21 U 2/28 6 MO LIBOR 231095849 24 21 U 2/28 6 MO LIBOR 231095850 24 21 U 2/28 6 MO LIBOR 231095878 36 34 0 Fixed Rate 30 Yr 231095898 0 0 U 2/28 6 MO LIBOR 231095902 24 22 U 2/28 6 MO LIBOR 231095912 0 0 U 3/27 6 MO LIBOR 231095917 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 231095934 12 10 U 2/28 6 MO LIBOR 231095935 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231095953 0 0 0 Fixed Rate 40/30 Balloon 231095961 0 0 0 Fixed Rate 30 Yr 231095972 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231095996 36 34 U 3/27 6 MO LIBOR 231095997 0 0 U 2/28 6 MO LIBOR 231096003 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231096004 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 231096021 24 22 0 Fixed Rate 50/30 Balloon 231096054 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 231096061 36 34 0 Fixed Rate 30 Yr 231096076 0 0 U 2/28 6 MO LIBOR 231096079 0 0 U 5/25 6 MO LIBOR 231096094 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 231096107 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231096116 36 34 0 Fixed Rate 30 Yr 231096123 0 0 U 2/28 6 MO LIBOR IO 231096131 0 0 U 2/28 6 MO LIBOR 231096138 0 0 U 2/28 6 MO LIBOR 231096143 0 0 U 2/28 6 MO LIBOR 231096155 12 10 U 3/27 6 MO LIBOR 50/30 Balloon 231096157 12 10 0 Fixed Rate 20 Yr 231096165 0 0 U 2/28 6 MO LIBOR 231096176 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 231096179 0 0 U 2/28 6 MO LIBOR 231096188 12 10 0 Fixed Rate 30 Yr 231096198 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 231096210 12 10 U 3/27 6 MO LIBOR 40/30 Balloon 231096217 0 0 U 2/28 6 MO LIBOR 231096236 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231096254 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 231096256 0 0 0 Fixed Rate 30 Yr IO 231096296 12 10 U 5/25 6 MO LIBOR 40/30 Balloon 231096300 0 0 U 3/27 6 MO LIBOR 231096336 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 231096343 24 22 U 2/28 6 MO LIBOR 231096344 36 34 U Fixed Rate 30 Yr 231096346 36 34 U Fixed Rate 30 Yr 231096361 0 0 0 Fixed Rate 30 Yr 231096367 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 231096385 0 0 U 5/25 6 MO LIBOR 231096394 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096395 36 34 0 Fixed Rate 30 Yr 231096405 0 0 U 2/28 6 MO LIBOR 231096424 0 0 0 Fixed Rate 30 Yr 231096425 0 0 U 2/28 6 MO LIBOR 231096476 36 34 0 Fixed Rate 30 Yr 231096499 0 0 0 Fixed Rate 30 Yr 231096508 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096518 0 0 U 3/27 6 MO LIBOR 231096519 24 22 U 2/28 6 MO LIBOR 231096527 24 22 U 3/27 6 MO LIBOR 231096534 0 0 U 2/28 6 MO LIBOR 231096550 0 0 0 Fixed Rate 30 Yr 231096551 24 22 U 2/28 6 MO LIBOR 231096559 0 0 U 3/27 6 MO LIBOR 231096573 36 34 U 5/25 6 MO LIBOR 231096582 36 34 U 3/27 6 MO LIBOR 40/30 Balloon 231096613 36 34 0 Fixed Rate 30 Yr 231096634 12 10 U 2/28 6 MO LIBOR 231096641 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 231096653 0 0 U 2/28 6 MO LIBOR 231096655 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 231096689 0 0 U 3/27 6 MO LIBOR 231096706 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 231096708 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096729 24 22 U 2/28 6 MO LIBOR 231096740 0 0 U 3/27 6 MO LIBOR 231096743 24 22 U 2/28 6 MO LIBOR 231096750 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 231096751 0 0 U 2/28 6 MO LIBOR 231096754 36 34 U Fixed Rate 30 Yr 231096762 24 22 U 2/28 6 MO LIBOR 231096763 0 0 0 Fixed Rate 50/30 Balloon 231096775 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 231096776 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231096777 24 22 U 3/27 6 MO LIBOR 231096779 24 22 U 2/28 6 MO LIBOR 231096781 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 231096787 36 34 0 Fixed Rate 30 Yr 231096841 0 0 U 2/28 6 MO LIBOR 231096858 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 231096892 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 231096909 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096915 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 231096928 0 0 U 3/27 6 MO LIBOR 231096936 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 231096940 0 0 U 2/28 6 MO LIBOR 231096954 24 22 U 2/28 6 MO LIBOR 231096959 12 10 U 2/28 6 MO LIBOR 231097389 0 0 U 2/28 6 MO LIBOR 231097742 36 34 U 3/27 6 MO LIBOR 231097774 24 22 U 3/27 6 MO LIBOR 231097785 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 231097991 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 331054528 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331055872 12 9 0 Fixed Rate 30 Yr 331056173 12 8 0 Fixed Rate 50/30 Balloon 331057362 0 0 U 2/28 6 MO LIBOR 331057921 0 0 U 3/27 6 MO LIBOR 331058069 12 9 0 Fixed Rate 40/30 Balloon 331058119 12 9 U 2/28 6 MO LIBOR 331058217 12 8 0 Fixed Rate 50/30 Balloon 331058237 0 0 U 2/28 6 MO LIBOR 331058238 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 331058280 12 8 0 Fixed Rate 40/30 Balloon 331058591 12 10 U Fixed Rate 40/30 Balloon 331058607 12 9 U 2/28 6 MO LIBOR 331058620 12 9 U 3/27 6 MO LIBOR 331058644 36 33 0 Fixed Rate 40/30 Balloon 331058659 12 9 0 Fixed Rate 40/30 Balloon 331058701 12 9 0 Fixed Rate 30 Yr 331058790 24 21 U 2/28 6 MO LIBOR 331058908 12 9 U 2/28 6 MO LIBOR 331058915 12 10 U 3/27 6 MO LIBOR 40/30 Balloon 331058919 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 331058988 0 0 U 5/25 6 MO LIBOR 331058992 12 10 0 Fixed Rate 50/30 Balloon 331059063 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059078 0 0 U 2/28 6 MO LIBOR 331059079 12 10 U Fixed Rate 50/30 Balloon 331059109 0 0 U 3/27 6 MO LIBOR 331059123 12 10 0 Fixed Rate 30 Yr IO 331059181 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 331059190 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059193 12 10 0 Fixed Rate 50/30 Balloon 331059218 12 10 0 Fixed Rate 30 Yr IO 331059228 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331059234 12 10 U Fixed Rate 40/30 Balloon 331059288 12 10 0 Fixed Rate 40/30 Balloon 331059344 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059349 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331059360 12 10 0 Fixed Rate 30 Yr 331059361 12 10 U 3/27 6 MO LIBOR 331059363 12 10 0 Fixed Rate 30 Yr 331059364 12 10 0 Fixed Rate 40/30 Balloon 331059366 12 10 0 Fixed Rate 50/30 Balloon 331059371 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059403 0 0 U 2/28 6 MO LIBOR 331059430 12 10 U 5/25 6 MO LIBOR 50/30 Balloon 331059436 12 10 U 2/28 6 MO LIBOR 331059478 36 34 0 Fixed Rate 50/30 Balloon 331059484 12 10 U 5/25 6 MO LIBOR 50/30 Balloon 331059485 0 0 U 2/28 6 MO LIBOR 331059491 0 0 N 2/28 6 MO LIBOR 331059515 12 10 0 Fixed Rate 50/30 Balloon 331059528 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331059534 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059566 12 10 0 Fixed Rate 50/30 Balloon 331059595 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 331059601 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059613 0 0 0 Fixed Rate 50/30 Balloon 331059633 0 0 U 2/28 6 MO LIBOR 331059634 12 10 0 Fixed Rate 50/30 Balloon 331059654 12 10 0 Fixed Rate 30 Yr 331059670 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059689 12 10 U 3/27 6 MO LIBOR 50/30 Balloon 331059716 12 10 U Fixed Rate 50/30 Balloon 331059731 12 10 U Fixed Rate 40/30 Balloon 331059733 36 34 0 Fixed Rate 30 Yr 331059750 24 22 U 2/28 6 MO LIBOR 331059755 36 34 U 3/27 6 MO LIBOR 331059761 24 22 U 2/28 6 MO LIBOR 331059776 0 0 U Fixed Rate 30 Yr 331059799 0 0 U 2/28 6 MO LIBOR 331060154 12 10 U Fixed Rate 30 Yr 331060201 12 10 U Fixed Rate 50/30 Balloon 331060206 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 331060230 36 34 U 2/28 6 MO LIBOR 331060303 0 0 U 2/28 6 MO LIBOR 331060335 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 331060365 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 331060376 0 0 U 2/28 6 MO LIBOR 331060379 0 0 0 Fixed Rate 30 Yr 331060385 0 0 U 2/28 6 MO LIBOR 331060394 0 0 U 2/28 6 MO LIBOR 331060404 36 34 U Fixed Rate 30 Yr 331060707 0 0 U 2/28 6 MO LIBOR 331060816 36 34 U 3/27 6 MO LIBOR 341040860 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 341044326 24 20 U 2/28 6 MO LIBOR 341044952 0 0 U 2/28 6 MO LIBOR 341045129 36 32 0 Fixed Rate 30 Yr 341045226 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 341045281 0 0 0 Fixed Rate 50/30 Balloon 341045346 24 21 U 2/28 6 MO LIBOR 341045387 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 341045414 0 0 U 2/28 6 MO LIBOR 341045416 0 0 0 Fixed Rate 30 Yr 341045478 0 0 U 5/25 6 MO LIBOR 341045509 0 0 U 2/28 6 MO LIBOR 341045713 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 341045757 24 21 U 2/28 6 MO LIBOR 341045761 0 0 U 5/25 6 MO LIBOR 341045783 36 34 0 Fixed Rate 40/30 Balloon 341045792 36 34 0 Fixed Rate 30 Yr 341045821 36 34 0 Fixed Rate 30 Yr 341045832 30 27 0 Fixed Rate 30 Yr 341045853 24 21 U 2/28 6 MO LIBOR 341045879 0 0 U 2/28 6 MO LIBOR 341045901 36 34 0 Fixed Rate 30 Yr 341045920 36 34 U 3/27 6 MO LIBOR 40/30 Balloon 351044797 24 18 U 2/28 6 MO LIBOR 351046095 36 32 0 Fixed Rate 30 Yr 351046238 36 32 0 Fixed Rate 30 Yr 371043137 24 15 U 2/28 6 MO LIBOR 371044034 24 17 U 2/28 6 MO LIBOR 40/30 Balloon 371048091 24 19 U 2/28 6 MO LIBOR 371049365 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371049795 36 32 0 Fixed Rate 30 Yr 371049901 24 20 U 2/28 6 MO LIBOR 371049986 24 20 U 2/28 6 MO LIBOR 371050028 36 33 0 Fixed Rate 30 Yr 371050138 24 22 U 2/28 6 MO LIBOR 371050231 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 371050250 36 33 0 Fixed Rate 15 Yr 371050281 24 21 U 2/28 6 MO LIBOR 371050298 36 32 0 Fixed Rate 40/30 Balloon 371050400 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 371050413 36 33 0 Fixed Rate 50/30 Balloon 371050425 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371050512 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371050529 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371050634 36 34 0 Fixed Rate 30 Yr 371050665 24 21 U 2/28 6 MO LIBOR 371050699 36 33 0 Fixed Rate 30 Yr 371050732 0 0 U 2/28 6 MO LIBOR 371050745 24 22 U 2/28 6 MO LIBOR 371050779 0 0 U 2/28 6 MO LIBOR 371050995 24 21 U 2/28 6 MO LIBOR 371051074 24 21 U 2/28 6 MO LIBOR 371051136 24 22 U 2/28 6 MO LIBOR 371051171 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 371051220 24 21 U 2/28 6 MO LIBOR 371051227 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371051228 24 22 U 2/28 6 MO LIBOR 371051250 24 21 U 2/28 6 MO LIBOR 371051355 36 34 0 Fixed Rate 40/30 Balloon 371051564 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371051594 12 9 0 Fixed Rate 30 Yr 371051602 36 33 U 2/28 6 MO LIBOR 371051625 24 22 U 2/28 6 MO LIBOR 371051637 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371051640 24 22 U 2/28 6 MO LIBOR 371051679 36 34 0 Fixed Rate 30 Yr 371051680 36 34 0 Fixed Rate 30 Yr 371051703 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 371051707 36 34 0 Fixed Rate 30 Yr 371051709 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371051719 36 34 0 Fixed Rate 30 Yr 371051733 36 34 0 Fixed Rate 30 Yr 371051743 24 22 U 2/28 6 MO LIBOR 371051748 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371051751 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371051752 36 33 0 Fixed Rate 50/30 Balloon 371051755 36 34 0 Fixed Rate 30 Yr 371051759 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371051763 24 22 U 2/28 6 MO LIBOR 371051800 12 9 U 2/28 6 MO LIBOR 371051824 24 22 U 2/28 6 MO LIBOR 371051831 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371051836 24 22 U 2/28 6 MO LIBOR 371051842 36 34 0 Fixed Rate 30 Yr 371051862 24 22 U 2/28 6 MO LIBOR 371051895 24 21 U 2/28 6 MO LIBOR 371051898 36 34 0 Fixed Rate 30 Yr 371051906 24 22 U 2/28 6 MO LIBOR 371051914 24 22 U 2/28 6 MO LIBOR 371051924 36 33 U 5/25 6 MO LIBOR 371051927 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 371051928 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 371052206 24 22 U 2/28 6 MO LIBOR 371052239 36 34 U 5/25 6 MO LIBOR 371052252 24 22 0 Fixed Rate 40/30 Balloon 371052261 24 22 U 2/28 6 MO LIBOR 371052268 24 22 U 2/28 6 MO LIBOR 371052288 36 34 0 Fixed Rate 30 Yr 371052292 24 22 U 2/28 6 MO LIBOR 371052298 24 22 U 2/28 6 MO LIBOR 371052301 24 22 U 2/28 6 MO LIBOR 371052311 24 22 U 3/27 6 MO LIBOR 371052313 24 22 U 2/28 6 MO LIBOR 371052338 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 371052349 24 22 U 2/28 6 MO LIBOR 371052405 24 21 U 2/28 6 MO LIBOR 371052410 24 22 U 2/28 6 MO LIBOR 371052411 0 0 U 2/28 6 MO LIBOR 371052416 24 22 U 2/28 6 MO LIBOR 371052421 36 34 0 Fixed Rate 30 Yr 371052441 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 371052502 24 22 U 2/28 6 MO LIBOR 371052579 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 371052595 24 22 U 3/27 6 MO LIBOR 371052604 12 10 U 2/28 6 MO LIBOR 371052615 12 10 U 3/27 6 MO LIBOR 371052622 24 22 U 2/28 6 MO LIBOR 371052629 36 34 0 Fixed Rate 30 Yr 371052646 36 34 0 Fixed Rate 40/30 Balloon 371052657 24 22 U 2/28 6 MO LIBOR 371052658 24 22 U 3/27 6 MO LIBOR 371052660 12 10 U Fixed Rate 30 Yr 371052686 24 22 U 2/28 6 MO LIBOR IO 371052749 0 0 U 2/28 6 MO LIBOR 371052784 0 0 U 3/27 6 MO LIBOR 371052803 24 22 U 3/27 6 MO LIBOR 371052812 24 22 U 3/27 6 MO LIBOR 371052836 24 22 U 2/28 6 MO LIBOR 371052851 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 371052862 36 34 U 3/27 6 MO LIBOR 371052917 24 22 U 3/27 6 MO LIBOR 411004211 0 0 U 3/27 6 MO LIBOR 411004493 24 20 U 2/28 6 MO LIBOR 411004852 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 411004856 36 32 U 5/25 6 MO LIBOR 50/30 Balloon 411004857 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 411004879 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 411004913 0 0 0 Fixed Rate 40/30 Balloon 411004945 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 411004967 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 411005017 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 411005019 0 0 U 2/28 6 MO LIBOR 411005034 0 0 U 5/25 6 MO LIBOR 411005038 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 411005077 24 22 U 2/28 6 MO LIBOR 411005082 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 411005212 36 33 0 Fixed Rate 40/30 Balloon 411005223 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 411005250 24 22 U 2/28 6 MO LIBOR 411005257 36 34 U 3/27 6 MO LIBOR 411005272 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 411005305 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 411005315 36 33 0 Fixed Rate 20 Yr 411005355 24 21 U 2/28 6 MO LIBOR 411005365 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 411005409 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 411005434 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 411005439 24 22 U 2/28 6 MO LIBOR 411005483 12 10 U 5/25 6 MO LIBOR 40/30 Balloon 411005487 0 0 U 2/28 6 MO LIBOR 411005494 24 22 U 2/28 6 MO LIBOR 411005506 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 411005515 24 22 U 2/28 6 MO LIBOR 411005567 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 411005612 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 411005632 0 0 U 5/25 6 MO LIBOR 411005634 24 22 U 2/28 6 MO LIBOR 411005649 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 411005654 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 411005680 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 411005694 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 411005768 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 411005779 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 411005783 0 0 U 2/28 6 MO LIBOR 511060953 36 32 0 Fixed Rate 30 Yr 511061690 36 31 0 Fixed Rate 50/30 Balloon 511061934 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 511062893 24 20 N 2/28 6 MO LIBOR 511062925 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 511063238 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 511063430 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511063514 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 511063559 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511063567 36 32 0 Fixed Rate 40/30 Balloon 511063646 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511063684 36 32 U 5/25 6 MO LIBOR 40/30 Balloon 511063696 36 33 0 Fixed Rate 50/30 Balloon 511063742 36 33 0 Fixed Rate 30 Yr 511063751 36 32 N 5/25 6 MO LIBOR 511063764 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511063775 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511063940 24 20 U 2/28 6 MO LIBOR 511063965 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511063967 24 22 U 2/28 6 MO LIBOR 511063995 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511064005 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 511064116 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511064122 24 22 U 2/28 6 MO LIBOR 511064232 24 21 N 2/28 6 MO LIBOR 511064296 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 511064316 24 21 N 2/28 6 MO LIBOR 511064388 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064416 24 21 N 2/28 6 MO LIBOR 511064518 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511064540 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064542 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064555 36 33 0 Fixed Rate 30 Yr 511064594 36 33 U 5/25 6 MO LIBOR 511064603 24 21 N 2/28 6 MO LIBOR 511064618 36 34 0 Fixed Rate 50/30 Balloon 511064640 36 33 0 Fixed Rate 30 Yr 511064684 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511064693 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 511064698 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064720 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064747 24 21 U 2/28 6 MO LIBOR 511064756 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064779 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511064790 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064855 36 33 0 Fixed Rate 50/30 Balloon 511064899 36 34 U 5/25 6 MO LIBOR 511064927 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064930 24 21 U 3/27 6 MO LIBOR 40/30 Balloon 511064950 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064978 36 33 0 Fixed Rate 15 Yr 511065022 36 34 U Fixed Rate 50/30 Balloon 511065025 36 33 0 Fixed Rate 30 Yr 511065026 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065042 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065076 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065090 36 33 0 Fixed Rate 30 Yr 511065098 24 21 U 2/28 6 MO LIBOR 511065108 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065121 24 21 U 3/27 6 MO LIBOR 40/30 Balloon 511065122 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065128 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065168 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065179 36 33 0 Fixed Rate 30 Yr 511065181 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 511065198 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065245 24 21 N 2/28 6 MO LIBOR 511065274 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 511065378 36 33 0 Fixed Rate 50/30 Balloon 511065380 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065390 36 33 0 Fixed Rate 30 Yr 511065397 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065402 24 21 U 2/28 6 MO LIBOR 511065443 36 32 U 5/25 6 MO LIBOR 511065450 36 33 0 Fixed Rate 40/30 Balloon 511065482 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065483 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 511065526 24 22 U 2/28 6 MO LIBOR 511065552 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065554 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065560 36 33 0 Fixed Rate 40/30 Balloon 511065562 36 33 U 3/27 6 MO LIBOR 511065563 0 0 0 Fixed Rate 50/30 Balloon 511065644 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065660 24 21 N 2/28 6 MO LIBOR 50/30 Balloon 511065685 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065715 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065717 24 22 U 2/28 6 MO LIBOR 511065719 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065727 24 22 U 2/28 6 MO LIBOR 511065745 24 22 U 2/28 6 MO LIBOR 511065752 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 511065774 36 34 U Fixed Rate 40/30 Balloon 511065809 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065811 24 22 U 2/28 6 MO LIBOR 511065816 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065818 24 22 U Fixed Rate 30 Yr 511065840 24 22 U 2/28 6 MO LIBOR IO 511065846 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065852 36 34 0 Fixed Rate 30 Yr 511065876 36 34 0 Fixed Rate 30 Yr 511065878 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 511065930 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 511065939 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065955 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065960 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065964 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 511065979 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065988 36 34 U Fixed Rate 50/30 Balloon 511066003 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066026 36 34 U Fixed Rate 30 Yr 511066038 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066049 36 34 U Fixed Rate 30 Yr 511066064 36 34 U Fixed Rate 30 Yr IO 511066091 36 34 U Fixed Rate 40/30 Balloon 511066111 36 34 0 Fixed Rate 30 Yr 511066120 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066142 36 34 U Fixed Rate 30 Yr IO 511066161 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066166 36 34 U Fixed Rate 50/30 Balloon 511066178 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066242 24 22 U 2/28 6 MO LIBOR 511066291 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 511066308 24 22 U 2/28 6 MO LIBOR 511066313 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066318 36 34 U Fixed Rate 50/30 Balloon 511066320 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066344 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066525 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066539 36 34 U Fixed Rate 50/30 Balloon 511066561 36 34 U Fixed Rate 40/30 Balloon 511066567 24 22 U 2/28 6 MO LIBOR 511066591 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066595 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 511066628 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066648 0 0 U 3/27 6 MO LIBOR 511066650 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 511066706 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066920 36 34 U Fixed Rate 50/30 Balloon 521056854 36 30 U 5/25 6 MO LIBOR 40/30 Balloon 521058515 24 21 0 Fixed Rate 30 Yr 521058631 36 32 0 Fixed Rate 30 Yr 521058686 24 21 U 2/28 6 MO LIBOR 521058787 24 22 U 2/28 6 MO LIBOR 521058798 24 20 N 2/28 6 MO LIBOR 521058972 24 21 U 2/28 6 MO LIBOR 521059007 24 21 U 2/28 6 MO LIBOR 521059177 24 21 U 2/28 6 MO LIBOR 521059259 0 0 0 Fixed Rate 40/30 Balloon 521059401 24 21 U 2/28 6 MO LIBOR 521059442 24 20 N 2/28 6 MO LIBOR 521059475 24 20 U 2/28 6 MO LIBOR 521059611 36 33 U 2/28 6 MO LIBOR 521059619 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 521059879 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521059908 36 33 0 Fixed Rate 30 Yr 521059924 24 22 U 2/28 6 MO LIBOR 521060024 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 521060029 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 521060042 24 22 U 2/28 6 MO LIBOR 521060091 0 0 U 2/28 6 MO LIBOR 521060130 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 521060156 0 0 U 2/28 6 MO LIBOR 521060219 24 21 N 2/28 6 MO LIBOR 521060253 0 0 U 2/28 6 MO LIBOR 521060282 36 33 0 Fixed Rate 30 Yr 521060304 0 0 U Fixed Rate 30 Yr 521060319 0 0 U 5/25 6 MO LIBOR 521060357 36 34 0 Fixed Rate 30 Yr 521060388 0 0 U 2/28 6 MO LIBOR 521060411 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521060443 0 0 U 2/28 6 MO LIBOR 521060452 0 0 U 2/28 6 MO LIBOR 521060459 24 22 U 2/28 6 MO LIBOR 521060469 36 34 0 Fixed Rate 30 Yr 521060472 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521060475 12 9 N 2/28 6 MO LIBOR 521060496 0 0 U 2/28 6 MO LIBOR 521060502 0 0 U Fixed Rate 30 Yr 521060511 12 10 N 2/28 6 MO LIBOR 521060520 0 0 0 Fixed Rate 30 Yr Rate Reduction 521060527 24 22 U 3/27 6 MO LIBOR 521060556 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 521060565 0 0 U 2/28 6 MO LIBOR 521060582 0 0 0 Fixed Rate 30 Yr 521060587 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521060607 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 521060616 0 0 U 3/27 6 MO LIBOR 521060626 0 0 U 2/28 6 MO LIBOR 521060646 24 21 U 2/28 6 MO LIBOR 521060658 24 21 U 2/28 6 MO LIBOR 521060668 0 0 U 2/28 6 MO LIBOR 521060675 0 0 U 2/28 6 MO LIBOR 521060755 0 0 U 5/25 6 MO LIBOR 521060762 24 22 U 2/28 6 MO LIBOR 521060769 0 0 U 2/28 6 MO LIBOR 521060778 0 0 U 3/27 6 MO LIBOR 521060826 0 0 U 2/28 6 MO LIBOR 521060840 0 0 U 2/28 6 MO LIBOR 521060854 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 521060862 0 0 U 2/28 6 MO LIBOR 521060871 0 0 U 2/28 6 MO LIBOR 521060874 24 21 U 2/28 6 MO LIBOR 521060875 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 521060891 24 21 U 2/28 6 MO LIBOR 521060900 0 0 0 Fixed Rate 15 Yr 521060905 0 0 0 Fixed Rate 30 Yr 521060924 0 0 U 2/28 6 MO LIBOR 521060930 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521060939 0 0 0 Fixed Rate 30 Yr 521060941 0 0 U 2/28 6 MO LIBOR 521060945 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 521060949 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 521060964 0 0 U 2/28 6 MO LIBOR 521061039 24 22 U 2/28 6 MO LIBOR 521061043 0 0 U 2/28 6 MO LIBOR 521061044 0 0 U 2/28 6 MO LIBOR 521061050 36 34 U Fixed Rate 30 Yr 521061052 36 34 U 5/25 6 MO LIBOR 521061099 0 0 U 5/25 6 MO LIBOR 521061127 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521061137 0 0 0 Fixed Rate 30 Yr 521061142 24 22 U 3/27 6 MO LIBOR 521061159 0 0 U Fixed Rate 40/30 Balloon 521061166 0 0 U 2/28 6 MO LIBOR 521061183 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 521061202 24 22 0 Fixed Rate 40/30 Balloon 521061229 24 22 U 3/27 6 MO LIBOR 521061233 0 0 U 3/27 6 MO LIBOR 521061248 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 521061252 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521061270 0 0 U 3/27 6 MO LIBOR 521061272 24 22 U 2/28 6 MO LIBOR 521061276 24 22 U 2/28 6 MO LIBOR 521061277 24 22 U 3/27 6 MO LIBOR 521061324 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 521061349 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 521061387 0 0 N 2/28 6 MO LIBOR 521061434 0 0 U 2/28 6 MO LIBOR 521061453 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 521061456 12 10 U 3/27 6 MO LIBOR 521061506 0 0 0 Fixed Rate 30 Yr Rate Reduction 551031280 36 33 U 3/27 6 MO LIBOR 551032456 0 0 U 2/28 6 MO LIBOR 551032629 36 34 U Fixed Rate 30 Yr 551032830 36 34 U Fixed Rate 30 Yr 551032839 24 20 N 2/28 6 MO LIBOR 551033063 0 0 U 2/28 6 MO LIBOR 551033084 0 0 U 2/28 6 MO LIBOR 551033300 36 34 0 Fixed Rate 30 Yr 551033340 0 0 U 3/27 6 MO LIBOR 50/30 Balloon 551033396 24 22 U 2/28 6 MO LIBOR 551033420 36 33 0 Fixed Rate 30 Yr 551033421 36 32 0 Fixed Rate 30 Yr 551033425 0 0 0 Fixed Rate 30 Yr 551033472 0 0 0 Fixed Rate 30 Yr 551033513 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 551033701 24 21 N 2/28 6 MO LIBOR 551033801 36 33 0 Fixed Rate 30 Yr 551033817 36 34 U Fixed Rate 30 Yr 551033906 0 0 0 Fixed Rate 30 Yr 551034008 36 34 0 Fixed Rate 30 Yr 551034072 24 21 U 2/28 6 MO LIBOR 551034104 36 33 0 Fixed Rate 40/30 Balloon 551034109 0 0 0 Fixed Rate 30 Yr 551034110 24 21 U 2/28 6 MO LIBOR 551034146 24 22 U 3/27 6 MO LIBOR 551034165 24 22 U 2/28 6 MO LIBOR 551034181 24 21 U 2/28 6 MO LIBOR 551034206 36 33 0 Fixed Rate 30 Yr 551034256 24 22 U 2/28 6 MO LIBOR 551034276 0 0 N 2/28 6 MO LIBOR 551035866 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551035912 24 22 U 2/28 6 MO LIBOR 551035929 0 0 U 2/28 6 MO LIBOR 551035987 24 21 U 2/28 6 MO LIBOR 551036051 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551036064 36 34 0 Fixed Rate 30 Yr 551036092 0 0 N 2/28 6 MO LIBOR 551036165 0 0 U 2/28 6 MO LIBOR 551036206 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551036210 0 0 N 2/28 6 MO LIBOR 551036236 24 22 U 2/28 6 MO LIBOR 551036261 36 34 0 Fixed Rate 30 Yr 551036269 24 21 U 2/28 6 MO LIBOR 551036276 36 34 0 Fixed Rate 30 Yr 551036287 36 34 0 Fixed Rate 30 Yr 551036325 36 34 0 Fixed Rate 30 Yr 551036402 24 22 U 2/28 6 MO LIBOR 551036417 24 21 U 2/28 6 MO LIBOR 551036440 24 22 U 2/28 6 MO LIBOR 551036446 0 0 U Fixed Rate 30 Yr 551036458 12 9 U 2/28 6 MO LIBOR 551036470 24 22 U 2/28 6 MO LIBOR 551036482 36 34 U 5/25 6 MO LIBOR 551036506 36 34 U Fixed Rate 50/30 Balloon 551036508 0 0 0 Fixed Rate 30 Yr 551036534 36 34 0 Fixed Rate 30 Yr 551036562 0 0 0 Fixed Rate 30 Yr 551036565 24 22 U 2/28 6 MO LIBOR 551036571 0 0 0 Fixed Rate 30 Yr 551036625 36 34 0 Fixed Rate 30 Yr 551036641 24 21 U 2/28 6 MO LIBOR 551036658 24 21 U 2/28 6 MO LIBOR 551036700 24 21 U 2/28 6 MO LIBOR 551036721 36 34 0 Fixed Rate 30 Yr 551036724 24 22 U 3/27 6 MO LIBOR 551036726 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 551036738 0 0 N 2/28 6 MO LIBOR 551036768 36 33 U 5/25 6 MO LIBOR 551036779 36 33 0 Fixed Rate 30 Yr 551036787 36 34 U 3/27 6 MO LIBOR 551036788 0 0 0 Fixed Rate 20 Yr 551036834 24 22 U 2/28 6 MO LIBOR 551036848 24 22 U 2/28 6 MO LIBOR 551036899 24 21 0 Fixed Rate 40/30 Balloon 551036903 24 22 U 3/27 6 MO LIBOR 551036916 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 551036937 0 0 U 2/28 6 MO LIBOR 551036965 0 0 0 Fixed Rate 30 Yr 551036976 36 34 0 Fixed Rate 30 Yr 551036981 24 21 U 2/28 6 MO LIBOR 551036991 36 33 0 Fixed Rate 30 Yr 551036994 0 0 N 5/25 6 MO LIBOR 551037009 36 34 0 Fixed Rate 30 Yr 551037033 24 22 U 2/28 6 MO LIBOR 551037036 24 21 U 2/28 6 MO LIBOR 551037047 36 34 0 Fixed Rate 30 Yr 551037049 36 34 0 Fixed Rate 50/30 Balloon 551037056 0 0 0 Fixed Rate 30 Yr 551037059 24 21 N 2/28 6 MO LIBOR 551037481 0 0 N 2/28 6 MO LIBOR 551037490 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 551037501 36 34 U Fixed Rate 30 Yr 551037562 0 0 U 2/28 6 MO LIBOR 551037567 36 33 0 Fixed Rate 50/30 Balloon 551037572 24 22 U 2/28 6 MO LIBOR 551037574 0 0 0 Fixed Rate 30 Yr 551037581 36 33 0 Fixed Rate 30 Yr 551037583 0 0 0 Fixed Rate 30 Yr 551037590 36 33 0 Fixed Rate 30 Yr 551037621 0 0 U Fixed Rate 30 Yr 551037630 36 33 0 Fixed Rate 30 Yr 551037645 0 0 U 2/28 6 MO LIBOR 551037654 36 34 0 Fixed Rate 30 Yr 551037675 0 0 U 3/27 6 MO LIBOR 551037692 36 33 0 Fixed Rate 30 Yr 551037732 0 0 U Fixed Rate 30 Yr 551037738 0 0 U 2/28 6 MO LIBOR 551037743 0 0 0 Fixed Rate 30 Yr 551037760 36 34 0 Fixed Rate 30 Yr 551037782 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 551037803 24 22 U 2/28 6 MO LIBOR 551037808 24 21 U 2/28 6 MO LIBOR 551037818 0 0 0 Fixed Rate 30 Yr 551037833 24 21 U 2/28 6 MO LIBOR 551037836 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 551037847 36 34 U Fixed Rate 30 Yr 551037873 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 551037883 0 0 N 2/28 6 MO LIBOR 551037895 36 33 0 Fixed Rate 30 Yr 551037899 0 0 N 2/28 6 MO LIBOR 551037907 0 0 N 2/28 6 MO LIBOR 551037908 0 0 U Fixed Rate 30 Yr 551037930 0 0 U Fixed Rate 30 Yr 551037973 0 0 U Fixed Rate 30 Yr 551037980 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 551037981 36 34 0 Fixed Rate 30 Yr 551037982 0 0 N 2/28 6 MO LIBOR 551038016 36 34 U Fixed Rate 30 Yr 551038022 0 0 0 Fixed Rate 30 Yr 551038028 12 10 U 2/28 6 MO LIBOR 551038048 36 34 0 Fixed Rate 30 Yr 551038050 24 22 U 2/28 6 MO LIBOR 551038072 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 551038075 0 0 U Fixed Rate 30 Yr 551038086 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551038088 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 551038089 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 551038104 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 551038108 24 22 U 2/28 6 MO LIBOR 551038170 36 34 0 Fixed Rate 30 Yr 551038220 24 22 U 2/28 6 MO LIBOR 551038232 0 0 0 Fixed Rate 30 Yr 551038281 24 22 U 3/27 6 MO LIBOR 551038317 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551038321 0 0 0 Fixed Rate 30 Yr 551038327 36 34 0 Fixed Rate 30 Yr 551038333 36 34 0 Fixed Rate 30 Yr 551038409 0 0 U Fixed Rate 30 Yr 551038418 36 34 0 Fixed Rate 30 Yr 551038422 36 34 0 Fixed Rate 30 Yr 551038458 24 22 U 2/28 6 MO LIBOR 551038491 0 0 U 3/27 6 MO LIBOR 551038578 36 34 U Fixed Rate 30 Yr 551038635 24 22 U 3/27 6 MO LIBOR 551038638 24 22 U 3/27 6 MO LIBOR 551038653 24 22 U 3/27 6 MO LIBOR 551038664 24 22 U 3/27 6 MO LIBOR 551038688 0 0 U 3/27 6 MO LIBOR 551038755 0 0 U 3/27 6 MO LIBOR 551038797 36 34 U 3/27 6 MO LIBOR 551038798 0 0 U 2/28 6 MO LIBOR 551038825 24 22 U 3/27 6 MO LIBOR 571008516 0 0 0 Fixed Rate 30 Yr 571008593 36 20 0 Fixed Rate 30 Yr 571009323 0 0 0 Fixed Rate 30 Yr 571010046 0 0 0 Fixed Rate 30 Yr 571017993 36 27 0 Fixed Rate 30 Yr 581017555 24 17 U 2/28 6 MO LIBOR 50/30 Balloon 581019475 24 19 U 2/28 6 MO LIBOR 581019840 24 20 U 2/28 6 MO LIBOR 581020169 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 581020230 36 32 U 5/25 6 MO LIBOR 581020257 24 20 U 2/28 6 MO LIBOR 581020585 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581020702 12 9 U 2/28 6 MO LIBOR 581020708 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581020828 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581020911 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581020983 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021017 36 33 0 Fixed Rate 50/30 Balloon 581021045 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021046 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021052 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021070 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021174 36 33 0 Fixed Rate 50/30 Balloon 581021198 24 22 U 2/28 6 MO LIBOR 581021401 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021498 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021584 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021595 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021642 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021663 24 22 U 2/28 6 MO LIBOR 581021669 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021670 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581021672 24 22 U 5/25 6 MO LIBOR 50/30 Balloon 581021688 24 22 U 2/28 6 MO LIBOR 581021712 36 34 U Fixed Rate 50/30 Balloon 581021721 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021750 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021765 24 22 U 2/28 6 MO LIBOR 581021778 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581021784 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021796 36 33 0 Fixed Rate 50/30 Balloon 581021807 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 581021811 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581021817 36 34 U 5/25 6 MO LIBOR 581021835 36 33 0 Fixed Rate 50/30 Balloon 581021856 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021910 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021911 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021922 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021930 24 22 U Fixed Rate 30 Yr 581021943 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021951 24 22 U 2/28 6 MO LIBOR 581022077 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022079 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022089 24 22 U 2/28 6 MO LIBOR 581022096 0 0 U 5/25 6 MO LIBOR 581022417 36 34 0 Fixed Rate 30 Yr 581022449 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 581022451 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022458 36 34 0 Fixed Rate 40/30 Balloon 581022469 24 22 U 2/28 6 MO LIBOR 581022470 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581022512 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 581022514 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581022528 36 34 0 Fixed Rate 30 Yr 581022549 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022556 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022568 36 34 0 Fixed Rate 50/30 Balloon 581022590 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022599 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 581022604 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 581022628 36 34 U Fixed Rate 30 Yr 581022634 36 34 U Fixed Rate 30 Yr 581022636 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022646 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 581022661 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581022672 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022681 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581022708 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022709 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022718 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022729 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022735 36 33 0 Fixed Rate 30 Yr 581022757 24 22 U 2/28 6 MO LIBOR 581022774 0 0 0 Fixed Rate 30 Yr 581022780 0 0 U 2/28 6 MO LIBOR 581022828 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022829 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 581022857 36 34 0 Fixed Rate 30 Yr 581022873 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022888 24 22 U 2/28 6 MO LIBOR 581022903 24 22 U 3/27 6 MO LIBOR 581022918 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022951 12 10 U 2/28 6 MO LIBOR 581022970 0 0 U 2/28 6 MO LIBOR 581022983 36 34 0 Fixed Rate 40/30 Balloon 581023046 24 22 U 2/28 6 MO LIBOR 581023068 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581023071 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581023100 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 581023113 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581023121 36 34 0 Fixed Rate 30 Yr 581023136 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023158 36 34 0 Fixed Rate 50/30 Balloon 581023171 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023173 0 0 U 2/28 6 MO LIBOR 581023177 36 34 0 Fixed Rate 30 Yr 581023183 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023188 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 581023200 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023204 36 34 0 Fixed Rate 30 Yr 581023206 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 581023222 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023223 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023690 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 581023700 36 34 U Fixed Rate 30 Yr IO 581023792 36 34 U Fixed Rate 30 Yr 581023829 36 34 U Fixed Rate 50/30 Balloon 581023850 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 621024791 24 20 U 2/28 6 MO LIBOR 621024935 24 21 U 2/28 6 MO LIBOR 621025071 36 33 0 Fixed Rate 40/30 Balloon 621025266 24 21 U 2/28 6 MO LIBOR 621025294 24 21 U 2/28 6 MO LIBOR IO 651022313 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 661025156 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661025370 36 31 0 Fixed Rate 30 Yr 661025620 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661025644 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 661025675 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 661025747 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661025771 12 8 U 2/28 6 MO LIBOR 661025852 36 32 U 3/27 6 MO LIBOR 40/30 Balloon 661026070 36 33 0 Fixed Rate 30 Yr 661026121 24 21 U 2/28 6 MO LIBOR 661026137 36 32 U 5/25 6 MO LIBOR 50/30 Balloon 661026265 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026273 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026294 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026306 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026398 12 10 U 2/28 6 MO LIBOR 661026433 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026453 24 22 U 2/28 6 MO LIBOR 661026477 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 661026484 36 33 0 Fixed Rate 50/30 Balloon 661026500 0 0 N 2/28 6 MO LIBOR 661026542 0 0 N 2/28 6 MO LIBOR 661026554 0 0 N 2/28 6 MO LIBOR 661026626 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 661026636 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026643 0 0 0 Fixed Rate 40/30 Balloon 661026662 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026674 36 34 U Fixed Rate 40/30 Balloon 661026686 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026697 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 661026725 0 0 U 2/28 6 MO LIBOR 661026752 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 661026754 36 33 0 Fixed Rate 50/30 Balloon 661026768 24 21 U 2/28 6 MO LIBOR 661026795 36 34 0 Fixed Rate 30 Yr 661026827 36 33 0 Fixed Rate 50/30 Balloon 661026851 36 33 0 Fixed Rate 30 Yr 661026856 24 21 N 2/28 6 MO LIBOR 661026858 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026866 36 34 U Fixed Rate 50/30 Balloon 661026875 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026880 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026893 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026897 36 34 0 Fixed Rate 30 Yr 661026901 36 33 0 Fixed Rate 50/30 Balloon 661026939 36 34 U Fixed Rate 30 Yr IO 661026941 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 661026942 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026954 0 0 0 Fixed Rate 40/30 Balloon 661026956 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026974 36 33 0 Fixed Rate 50/30 Balloon 661026985 24 21 U 2/28 6 MO LIBOR 661026986 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026996 24 22 U 2/28 6 MO LIBOR 661027011 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661027029 36 34 0 Fixed Rate 40/30 Balloon 661027031 24 22 U 2/28 6 MO LIBOR 661027051 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 661027053 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027057 36 34 U 5/25 6 MO LIBOR 40/30 Balloon 661027062 24 22 U 2/28 6 MO LIBOR 661027072 24 22 U 2/28 6 MO LIBOR 661027088 24 21 U 2/28 6 MO LIBOR 661027091 24 22 U 2/28 6 MO LIBOR 661027122 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 661027129 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027130 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027131 24 22 N 2/28 6 MO LIBOR IO 661027137 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027142 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027151 36 34 U Fixed Rate 30 Yr 661027153 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027174 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027193 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 661027214 36 34 U Fixed Rate 50/30 Balloon 661027219 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027243 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027264 24 22 U 2/28 6 MO LIBOR 661027292 36 34 0 Fixed Rate 50/30 Balloon 661027313 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027324 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027325 24 22 U 2/28 6 MO LIBOR IO 661027328 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 661027334 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 661027378 36 34 0 Fixed Rate 30 Yr 661027438 36 34 U 3/27 6 MO LIBOR 50/30 Balloon 661027508 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027534 24 22 U 2/28 6 MO LIBOR 671021020 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 671021067 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 671021348 36 33 U 5/25 6 MO LIBOR 831076110 24 16 N 2/28 6 MO LIBOR IO 831078303 36 32 0 Fixed Rate 30 Yr 831078317 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 831078318 0 0 0 Fixed Rate 30 Yr 831078319 0 0 0 Fixed Rate 30 Yr 831078320 0 0 0 Fixed Rate 50/30 Balloon 831078322 24 20 N 2/28 6 MO LIBOR 831078323 24 20 N 2/28 6 MO LIBOR 831078329 24 20 N 2/28 6 MO LIBOR 831078331 36 32 0 Fixed Rate 30 Yr 831078333 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 831078344 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 831078345 36 32 0 Fixed Rate 50/30 Balloon 831078346 24 20 U 2/28 6 MO LIBOR 50/30 Balloon 831078347 36 33 0 Fixed Rate 30 Yr 831078348 36 33 0 Fixed Rate 30 Yr 831078350 36 32 0 Fixed Rate 30 Yr 831078351 36 32 0 Fixed Rate 30 Yr 831078352 24 20 N 2/28 6 MO LIBOR 40/30 Balloon 831078353 0 0 0 Fixed Rate 30 Yr 831078354 0 0 0 Fixed Rate 30 Yr 831078355 0 0 0 Fixed Rate 30 Yr 831078356 24 20 N 2/28 6 MO LIBOR 831078357 0 0 0 Fixed Rate 40/30 Balloon 831078358 0 0 0 Fixed Rate 30 Yr 831078359 24 20 N 2/28 6 MO LIBOR 831078360 0 0 0 Fixed Rate 40/30 Balloon 831078364 24 20 N 2/28 6 MO LIBOR 831078366 36 32 0 Fixed Rate 30 Yr 831078368 12 8 N 2/28 6 MO LIBOR 831078372 36 33 0 Fixed Rate 30 Yr 831078374 12 9 N 2/28 6 MO LIBOR 831078375 36 32 0 Fixed Rate 30 Yr 831078376 12 9 0 Fixed Rate 30 Yr 831078377 36 33 0 Fixed Rate 30 Yr 831078378 12 8 0 Fixed Rate 30 Yr 831078394 36 33 0 Fixed Rate 30 Yr 831078400 24 20 N 2/28 6 MO LIBOR 40/30 Balloon 831078402 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 951004540 36 31 0 Fixed Rate 30 Yr 951004750 24 20 U 2/28 6 MO LIBOR 951004987 24 22 U 2/28 6 MO LIBOR 951005010 36 34 0 Fixed Rate 30 Yr 951005013 24 20 U 2/28 6 MO LIBOR 951005349 24 20 U 2/28 6 MO LIBOR 951005393 36 33 0 Fixed Rate 30 Yr 951005442 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 951005499 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 951005505 0 0 U 2/28 6 MO LIBOR 951005531 24 21 U 2/28 6 MO LIBOR 951006167 24 21 U 2/28 6 MO LIBOR IO 951006175 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 951006287 24 21 U 2/28 6 MO LIBOR 951006357 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 951006373 24 20 N 2/28 6 MO LIBOR 951006394 0 0 U Fixed Rate 30 Yr 951006416 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 951006423 24 20 U 2/28 6 MO LIBOR 951006428 24 22 U 2/28 6 MO LIBOR 951006433 24 21 U 2/28 6 MO LIBOR 951006480 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 951006503 36 34 U Fixed Rate 30 Yr 951006505 36 34 U Fixed Rate 30 Yr 951006520 24 20 N 2/28 6 MO LIBOR 951006555 0 0 N 2/28 6 MO LIBOR 951006566 24 21 U 2/28 6 MO LIBOR 951006574 36 33 U Fixed Rate 15 Yr 951006591 24 22 U 2/28 6 MO LIBOR 951006597 36 33 0 Fixed Rate 30 Yr 951006660 24 22 U 2/28 6 MO LIBOR 951006678 36 33 0 Fixed Rate 30 Yr 951006689 12 9 U 2/28 6 MO LIBOR 951006859 24 22 U 2/28 6 MO LIBOR 951006884 36 33 0 Fixed Rate 30 Yr 951006968 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 951006984 36 33 U 5/25 6 MO LIBOR 951006994 0 0 0 Fixed Rate 30 Yr 951007001 24 22 U Fixed Rate 30 Yr 951007074 24 21 U 2/28 6 MO LIBOR 951007125 0 0 U Fixed Rate 50/30 Balloon 951007133 24 22 U 2/28 6 MO LIBOR 951007164 24 22 U 3/27 6 MO LIBOR 951007167 24 22 U 3/27 6 MO LIBOR 951007172 12 9 U 2/28 6 MO LIBOR 951007174 24 22 U 3/27 6 MO LIBOR 951007193 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 951007203 24 21 U 2/28 6 MO LIBOR 951007220 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 951007248 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 951007263 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 951007313 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951007325 36 33 0 Fixed Rate 30 Yr 951007335 0 0 U 2/28 6 MO LIBOR 951007349 24 21 U 2/28 6 MO LIBOR 951007375 24 22 U 2/28 6 MO LIBOR 951007412 24 22 U 2/28 6 MO LIBOR 951007413 0 0 0 Fixed Rate 30 Yr 951007417 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 951007447 24 21 U 2/28 6 MO LIBOR 951007459 0 0 U 3/27 6 MO LIBOR 951007570 36 34 U 3/27 6 MO LIBOR 951007575 24 22 U 2/28 6 MO LIBOR 951007583 24 22 U 2/28 6 MO LIBOR 951007602 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951007609 24 21 U 2/28 6 MO LIBOR 951007614 36 33 U 3/27 6 MO LIBOR 951007637 24 21 U 2/28 6 MO LIBOR 951007653 36 34 U 5/25 6 MO LIBOR IO 951007665 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 951007703 24 22 U Fixed Rate 30 Yr 951007704 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 951007737 24 21 U 3/27 6 MO LIBOR 951007754 24 21 U 2/28 6 MO LIBOR 951007883 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 951007885 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951007887 36 34 U Fixed Rate 30 Yr 951007901 36 34 U Fixed Rate 30 Yr 951007904 36 34 U Fixed Rate 30 Yr 951007928 24 22 U 2/28 6 MO LIBOR 951007929 36 34 0 Fixed Rate 30 Yr IO 951007939 36 34 U 3/27 6 MO LIBOR 951007953 36 34 U Fixed Rate 30 Yr 951007994 0 0 U 2/28 6 MO LIBOR 951008021 36 33 U 5/25 6 MO LIBOR 951008034 36 34 U Fixed Rate 30 Yr 951008043 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951008046 24 22 U 2/28 6 MO LIBOR 951008050 0 0 U Fixed Rate 40/30 Balloon 951008063 24 22 U 2/28 6 MO LIBOR 951008069 0 0 U 2/28 6 MO LIBOR 951008082 36 34 U Fixed Rate 30 Yr 951008089 36 34 U Fixed Rate 40/30 Balloon 951008096 24 22 U 2/28 6 MO LIBOR 951008123 36 34 U 3/27 6 MO LIBOR IO 951008131 0 0 U 3/27 6 MO LIBOR 951008137 36 34 U Fixed Rate 30 Yr 951008143 36 34 U Fixed Rate 30 Yr 951008210 12 10 U 5/25 6 MO LIBOR 50/30 Balloon 951008225 36 34 U Fixed Rate 30 Yr 951008226 36 34 U Fixed Rate 30 Yr 951008230 36 34 U Fixed Rate 30 Yr 951008251 0 0 U 3/27 6 MO LIBOR 951008278 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 951008326 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951008334 36 34 U 3/27 6 MO LIBOR 951008386 36 34 U Fixed Rate 30 Yr 951008994 36 34 U Fixed Rate 30 Yr 951009001 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 951009011 36 34 U Fixed Rate 30 Yr 951009037 0 0 U Fixed Rate 30 Yr 951009080 36 34 U Fixed Rate 30 Yr 951009089 24 22 U 3/27 6 MO LIBOR 951009119 36 34 U Fixed Rate 30 Yr 951009163 24 22 U 3/27 6 MO LIBOR 961077600 0 0 0 Fixed Rate 30 Yr 961078298 36 32 0 Fixed Rate 30 Yr 961078325 36 32 0 Fixed Rate 30 Yr 961078387 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 961078393 24 21 N 2/28 6 MO LIBOR 971000055 0 0 0 Fixed Rate 30 Yr 971000069 12 9 U 2/28 6 MO LIBOR 971000095 0 0 0 Fixed Rate 30 Yr 971001092 0 0 0 Fixed Rate 15 Yr 971001110 0 0 0 Fixed Rate 30 Yr 971001144 24 22 U 2/28 6 MO LIBOR 971001149 36 34 0 Fixed Rate 40/30 Balloon 971001359 36 34 0 Fixed Rate 30 Yr 971001451 0 0 0 Fixed Rate 30 Yr 971001568 36 34 U Fixed Rate 30 Yr 971001571 36 33 0 Fixed Rate 30 Yr 971001574 24 21 U 2/28 6 MO LIBOR 971001579 36 33 0 Fixed Rate 30 Yr 971001582 36 34 0 Fixed Rate 30 Yr 971001597 24 21 N 2/28 6 MO LIBOR 971001606 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 971001610 36 34 0 Fixed Rate 30 Yr 971001638 24 22 U 2/28 6 MO LIBOR 971001644 36 34 0 Fixed Rate 30 Yr 971001671 0 0 U Fixed Rate 30 Yr 971001698 36 34 0 Fixed Rate 30 Yr 971001718 0 0 0 Fixed Rate 30 Yr 971001726 24 22 U 3/27 6 MO LIBOR 971001738 36 34 0 Fixed Rate 30 Yr 971001740 0 0 U 2/28 6 MO LIBOR 971001750 36 34 0 Fixed Rate 30 Yr 971001916 36 34 0 Fixed Rate 50/30 Balloon 971001918 24 22 U 2/28 6 MO LIBOR 971001942 36 34 U Fixed Rate 30 Yr 971002011 24 22 U 2/28 6 MO LIBOR 971002021 36 34 U Fixed Rate 30 Yr 971002049 36 34 0 Fixed Rate 30 Yr 971002103 36 34 0 Fixed Rate 30 Yr 971002292 24 22 U 3/27 6 MO LIBOR -------------------------------------------------------------------------------------------------------- 1,543 -------------------------------------------------------------------------------------------------------- 111003651 0 0 U 2/28 6 MO LIBOR 111003711 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 111003769 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 151045135 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151045172 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 151045466 0 0 U 2/28 6 MO LIBOR IO 151045553 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 151045806 0 0 U 2/28 6 MO LIBOR 161054776 0 0 U 2/28 6 MO LIBOR 161054914 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 161054950 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 161055040 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 161055071 0 0 U 2/28 6 MO LIBOR 171043724 24 21 U 2/28 6 MO LIBOR 171044827 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 171044913 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171044915 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 171044972 36 33 0 Fixed Rate 30 Yr 171044977 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 171045110 36 33 0 Fixed Rate 50/30 Balloon 171045160 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 171045167 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 171045236 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 171045251 24 22 U 2/28 6 MO LIBOR 171045273 24 22 U 2/28 6 MO LIBOR 171045274 24 22 U 2/28 6 MO LIBOR 171045425 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191039644 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 191039723 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 191039983 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191040127 24 22 N 2/28 6 MO LIBOR 191040212 36 33 0 Fixed Rate 30 Yr 191040256 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 191040303 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211058150 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211058194 0 0 U 5/25 6 MO LIBOR 211058202 0 0 0 Fixed Rate 40/30 Balloon 211058234 0 0 N 2/28 6 MO LIBOR 211058461 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 211058564 12 9 0 Fixed Rate 50/30 Balloon 211058614 36 33 U 5/25 6 MO LIBOR 211058820 0 0 0 Fixed Rate 50/30 Balloon 211058915 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211058949 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 211058992 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 211059007 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211059024 36 33 0 Fixed Rate 30 Yr 211059033 36 33 0 Fixed Rate 40/30 Balloon 211059084 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211059117 24 21 U 2/28 6 MO LIBOR 211059141 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 211059182 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 211059331 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 211059386 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 211059390 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 211059398 24 22 U 3/27 6 MO LIBOR 50/30 Balloon 211059432 0 0 U 2/28 6 MO LIBOR 211059464 12 10 0 Fixed Rate 30 Yr 211059480 36 34 0 Fixed Rate 50/30 Balloon 211059684 24 22 U 2/28 6 MO LIBOR 211059859 0 0 U 2/28 6 MO LIBOR 231094035 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 231095479 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 231095619 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231095845 0 0 U 2/28 6 MO LIBOR 231095872 12 10 U 5/25 6 MO LIBOR 231095911 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231095952 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096006 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 231096136 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231096139 0 0 U 2/28 6 MO LIBOR 231096180 36 34 0 Fixed Rate 30 Yr 231096200 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231096207 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 231096321 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 231096370 0 0 U 3/27 6 MO LIBOR IO 231096576 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 231096591 0 0 U 3/27 6 MO LIBOR 231096773 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331056919 24 20 U 2/28 6 MO LIBOR 40/30 Balloon 331057820 12 8 0 Fixed Rate 50/30 Balloon 331058695 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331058699 12 9 U 2/28 6 MO LIBOR 331058700 12 9 U 2/28 6 MO LIBOR 331058704 12 10 0 Fixed Rate 40/30 Balloon 331058744 12 9 0 Fixed Rate 30 Yr 331058819 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331058876 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059035 12 10 0 Fixed Rate 30 Yr IO 331059049 12 10 U 3/27 6 MO LIBOR 331059050 12 10 0 Fixed Rate 50/30 Balloon 331059059 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059117 0 0 0 Fixed Rate 30 Yr 331059148 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059172 12 9 0 Fixed Rate 30 Yr 331059239 12 10 0 Fixed Rate 40/30 Balloon 331059272 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331059300 12 10 U 3/27 6 MO LIBOR 50/30 Balloon 331059331 12 10 U 2/28 6 MO LIBOR 331059398 12 10 U 2/28 6 MO LIBOR 331059545 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 331059562 0 0 0 Fixed Rate 50/30 Balloon 331059710 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 331060355 0 0 U 2/28 6 MO LIBOR 331060387 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 331060776 0 0 U 3/27 6 MO LIBOR 40/30 Balloon 341045704 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 341045807 36 34 0 Fixed Rate 30 Yr 341045875 24 21 U 2/28 6 MO LIBOR 371051001 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 371051332 36 34 U 3/27 6 MO LIBOR IO 371052232 36 34 0 Fixed Rate 30 Yr 371052355 24 22 U 2/28 6 MO LIBOR 371052361 36 34 0 Fixed Rate 30 Yr 411003719 24 18 U 2/28 6 MO LIBOR 50/30 Balloon 411004816 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 411004991 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 411005259 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 411005407 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 411005432 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 511060838 24 19 U 2/28 6 MO LIBOR 50/30 Balloon 511062549 24 19 U 2/28 6 MO LIBOR 50/30 Balloon 511062563 24 21 U 2/28 6 MO LIBOR 511063954 24 22 U 2/28 6 MO LIBOR 511064227 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064301 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064469 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511064478 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064537 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064750 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 511064806 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511064980 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065000 36 34 U Fixed Rate 30 Yr 511065064 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065066 0 0 N 2/28 6 MO LIBOR 511065138 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065167 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065170 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 511065185 36 33 0 Fixed Rate 30 Yr 511065246 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065322 24 21 U 2/28 6 MO LIBOR IO 511065411 36 33 U 5/25 6 MO LIBOR IO 511065472 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 511065492 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065508 36 34 0 Fixed Rate 30 Yr IO 511065568 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065604 36 34 0 Fixed Rate 50/30 Balloon 511065610 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065651 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 511065710 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065738 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 511065769 24 22 U 2/28 6 MO LIBOR 511065783 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511065795 24 21 N 2/28 6 MO LIBOR IO 511065827 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 511065913 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511065966 24 22 U 2/28 6 MO LIBOR IO 511066040 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066125 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 511066177 36 34 U 5/25 6 MO LIBOR 40/30 Balloon 511066203 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 511066317 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 511066540 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066556 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 511066770 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 521058975 0 0 U 2/28 6 MO LIBOR 521059899 0 0 U 2/28 6 MO LIBOR 521060174 0 0 U 5/25 6 MO LIBOR 40/30 Balloon 521060313 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 521060558 0 0 U 2/28 6 MO LIBOR 521060768 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 551033237 0 0 N 3/27 6 MO LIBOR 551034166 24 21 U 2/28 6 MO LIBOR 551036184 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 551036537 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 551036845 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 551036938 24 22 U 2/28 6 MO LIBOR 551036997 0 0 U 5/25 6 MO LIBOR 551037859 24 21 N 2/28 6 MO LIBOR 551038049 24 21 U 2/28 6 MO LIBOR 551038238 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 551038471 24 22 U 3/27 6 MO LIBOR 551038645 36 34 U Fixed Rate 30 Yr 551038993 24 22 U 3/27 6 MO LIBOR 571009013 0 0 0 Fixed Rate 30 Yr 571009210 0 0 0 Fixed Rate 30 Yr 581014207 36 26 0 Fixed Rate 30 Yr 581018115 24 18 U 2/28 6 MO LIBOR 50/30 Balloon 581020558 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021153 0 0 U 2/28 6 MO LIBOR 581021349 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021358 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021386 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581021408 36 34 U 5/25 6 MO LIBOR 581021419 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021445 36 34 0 Fixed Rate 30 Yr 581021449 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021476 36 33 U 5/25 6 MO LIBOR 40/30 Balloon 581021497 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581021571 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021589 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021653 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021706 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021722 36 33 U 3/27 6 MO LIBOR 50/30 Balloon 581021731 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021786 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581021798 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021827 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581021839 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581021936 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 581021942 0 0 U 2/28 6 MO LIBOR 40/30 Balloon 581022008 24 21 U 2/28 6 MO LIBOR IO 581022037 0 0 U 5/25 6 MO LIBOR 50/30 Balloon 581022068 24 22 U 3/27 6 MO LIBOR 40/30 Balloon 581022076 24 22 U 2/28 6 MO LIBOR 581022126 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022566 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581022629 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022632 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022647 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022736 36 34 0 Fixed Rate 30 Yr 581022753 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022813 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022835 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 581022842 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 581022856 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581022932 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 581022954 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023023 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 581023725 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 581023852 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661025760 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661025956 12 8 U 2/28 6 MO LIBOR 50/30 Balloon 661026118 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026185 36 32 U 5/25 6 MO LIBOR 50/30 Balloon 661026235 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026375 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026547 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026580 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 661026608 36 34 U 5/25 6 MO LIBOR 50/30 Balloon 661026664 12 10 U 2/28 6 MO LIBOR 40/30 Balloon 661026780 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661026783 36 34 U 5/25 6 MO LIBOR 661026850 12 9 U 2/28 6 MO LIBOR 50/30 Balloon 661026874 36 33 U 5/25 6 MO LIBOR 50/30 Balloon 661026892 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661026904 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 661026917 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 661026968 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027020 24 21 U 2/28 6 MO LIBOR 661027022 12 9 U 2/28 6 MO LIBOR 40/30 Balloon 661027075 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661027077 24 21 U 2/28 6 MO LIBOR 661027113 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027117 24 21 U 2/28 6 MO LIBOR 50/30 Balloon 661027161 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 661027184 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 661027246 0 0 U 2/28 6 MO LIBOR 661027270 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 661027296 24 22 U 3/27 6 MO LIBOR 661027345 36 34 0 Fixed Rate 30 Yr 661027489 24 22 U 2/28 6 MO LIBOR 50/30 Balloon 831078311 36 32 0 Fixed Rate 40/30 Balloon 831078315 24 20 N 2/28 6 MO LIBOR 831078363 24 21 U 2/28 6 MO LIBOR 40/30 Balloon 831078391 24 21 N 2/28 6 MO LIBOR 951005275 36 32 0 Fixed Rate 40/30 Balloon 951007103 0 0 U 2/28 6 MO LIBOR 951007156 0 0 U 2/28 6 MO LIBOR 951007369 24 22 U 2/28 6 MO LIBOR 951007388 12 10 U 2/28 6 MO LIBOR 50/30 Balloon 951007443 0 0 U 2/28 6 MO LIBOR 951007444 24 22 U 2/28 6 MO LIBOR 951007595 0 0 U 2/28 6 MO LIBOR 50/30 Balloon 951007735 24 21 U 2/28 6 MO LIBOR 951007785 12 10 U 2/28 6 MO LIBOR 951008013 12 10 U 2/28 6 MO LIBOR 951008039 12 10 U 5/25 6 MO LIBOR 50/30 Balloon 951008078 24 22 U 2/28 6 MO LIBOR 40/30 Balloon 951008122 12 10 U 2/28 6 MO LIBOR 961078392 24 21 N 2/28 6 MO LIBOR 971000068 0 0 0 Fixed Rate 30 Yr 971001604 24 22 U 2/28 6 MO LIBOR -------------------------------------------------------------------------------------------------------- 283 -------------------------------------------------------------------------------------------------------- -------------------------------------------------------------------------------------------------------- 1,826 ======================================================================================================== ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Loan Lien Minimum Maximum Gross Next Initial Subsequent Group Number Position Mortgage Mortgage Margin Adjustment Periodic Rate Cap Rate Rate Date Rate Cap ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 061079604 First Lien 6 15.32 6 4/1/2009 3 1 Group 1 061082331 First Lien 0 0 0 0 0 Group 1 061083303 First Lien 6 16.975 6 6/1/2009 1.5 1.5 Group 1 061083467 First Lien 6 15.125 6 39995 1.5 1.5 Group 1 061083549 First Lien 6 15.275 6 39995 1.5 1.5 Group 1 061083595 First Lien 0 0 0 0 0 Group 1 061083628 First Lien 0 0 0 0 0 Group 1 061083642 First Lien 0 0 0 0 0 Group 1 061083660 First Lien 0 0 0 0 0 Group 1 061083675 First Lien 6 16.5 6 39995 1.5 1.5 Group 1 061083782 First Lien 6 14.9 6 7/1/2012 1.5 1.5 Group 1 061083852 First Lien 6 16.625 6 7/1/2009 1.5 1.5 Group 1 111003205 First Lien 0 0 0 0 0 Group 1 111003530 First Lien 6 15.39 6 39965 1.5 1.5 Group 1 111003637 First Lien 6 14.9 6 8/1/2009 1.5 1.5 Group 1 111003663 First Lien 0 0 0 0 0 Group 1 111003671 First Lien 6 15.15 6 41091 1.5 1.5 Group 1 111003678 First Lien 6 12.375 6 40026 1.5 1.5 Group 1 111003689 First Lien 6 17.325 6 39995 1.5 1.5 Group 1 111003691 First Lien 6 13.8 6 40026 1.5 1.5 Group 1 111003708 First Lien 5.59 11.75 5.59 39995 1.5 1.5 Group 1 111003714 First Lien 6 13.11 6 40026 1.5 1.5 Group 1 111003715 First Lien 6.2 14.75 6.2 40026 1.5 1.5 Group 1 111003747 First Lien 6 13.45 6 8/1/2010 1.5 1.5 Group 1 111003753 First Lien 0 0 0 0 0 Group 1 111003851 First Lien 6 15.45 6 8/1/2009 1.5 1.5 Group 1 121054293 First Lien 6 13.1 6 41030 1.5 1.5 Group 1 121054995 First Lien 0 0 0 0 0 Group 1 151044429 First Lien 0 0 0 0 0 Group 1 151044475 First Lien 7.25 14.67 7.25 39995 1.5 1.5 Group 1 151044530 First Lien 0 0 0 0 0 Group 1 151044660 First Lien 6.65 16.71 6.65 8/1/2009 1.5 1.5 Group 1 151044710 First Lien 6 15.65 6 39965 1.5 1.5 Group 1 151044964 First Lien 6 15.75 6 6/1/2009 1.5 1.5 Group 1 151045043 First Lien 0 0 0 0 0 Group 1 151045078 First Lien 6 17.17 6 7/1/2009 1.5 1.5 Group 1 151045192 First Lien 6 16.65 6 6/1/2009 1.5 1.5 Group 1 151045306 First Lien 0 0 0 0 0 Group 1 151045356 First Lien 6 17.75 6 39995 1.5 1.5 Group 1 151045410 First Lien 6 16.72 6 7/1/2009 1.5 1.5 Group 1 151045421 First Lien 6 16.05 6 7/1/2009 1.5 1.5 Group 1 151045524 First Lien 6 14.25 6 8/1/2009 1.5 1.5 Group 1 151045558 First Lien 6 13.2 6 39995 1.5 1.5 Group 1 151045579 First Lien 6 17.55 6 39995 1.5 1.5 Group 1 151045608 First Lien 6 16.15 6 40026 1.5 1.5 Group 1 151045613 First Lien 6 16.475 6 7/1/2009 1.5 1.5 Group 1 151045629 First Lien 6.4 14.05 6.4 7/1/2009 1.5 1.5 Group 1 151045647 First Lien 11.95 17.95 6.65 39995 3 1 Group 1 151045656 First Lien 6 13.9 6 7/1/2009 1.5 1.5 Group 1 151045666 First Lien 6 15.6 6 40026 1.5 1.5 Group 1 151045670 First Lien 10.45 16.45 6 40026 3 1 Group 1 151045671 First Lien 6.8 14.5 6.8 7/1/2009 1.5 1.5 Group 1 151045679 First Lien 6.4 17.2 6.4 40026 1.5 1.5 Group 1 151045701 First Lien 0 0 0 0 0 Group 1 151045713 First Lien 6 13.7 6 7/1/2009 1.5 1.5 Group 1 151045726 First Lien 6.2 15.75 6.2 7/1/2009 1.5 1.5 Group 1 151045775 First Lien 6 15.22 6 40026 1.5 1.5 Group 1 151045785 First Lien 6 14.95 6 7/1/2009 1.5 1.5 Group 1 151045793 First Lien 6 15.72 6 40026 1.5 1.5 Group 1 151045836 First Lien 6 15.55 6 8/1/2009 1.5 1.5 Group 1 151045860 First Lien 6 14.55 6 7/1/2009 1.5 1.5 Group 1 151045883 First Lien 6 15.9 6 8/1/2009 1.5 1.5 Group 1 151045896 First Lien 6.2 14.225 6.2 8/1/2009 1.5 1.5 Group 1 151045901 First Lien 6 13.45 6 40026 1.5 1.5 Group 1 151045917 First Lien 6 14.67 6 8/1/2009 1.5 1.5 Group 1 151045945 First Lien 6.65 13.25 6.65 8/1/2009 1.5 1.5 Group 1 151046006 First Lien 6.2 15 6.2 8/1/2009 1.5 1.5 Group 1 151046009 First Lien 6 17.65 6 8/1/2009 1.5 1.5 Group 1 151046036 First Lien 6 12.8 6 8/1/2009 1.5 1.5 Group 1 151046039 First Lien 6 15.4 6 40026 1.5 1.5 Group 1 161054388 First Lien 6.8 18.3 6.8 39995 1.5 1.5 Group 1 161054446 First Lien 6 16.2 6 7/1/2009 1.5 1.5 Group 1 161054485 First Lien 6 16.825 6 40360 1.5 1.5 Group 1 161054532 First Lien 6 17.2 6 6/1/2009 1.5 1.5 Group 1 161054675 First Lien 6 13.02 6 7/1/2009 1.5 1.5 Group 1 161054769 First Lien 6 14.12 6 7/1/2009 1.5 1.5 Group 1 161054788 First Lien 6 12.9 6 7/1/2012 1.5 1.5 Group 1 161054803 First Lien 6 17.65 6 39995 1.5 1.5 Group 1 161054812 First Lien 6 18 6 39995 1.5 1.5 Group 1 161054816 First Lien 6 14.65 6 7/1/2009 1.5 1.5 Group 1 161054834 First Lien 6 16.65 6 7/1/2010 1.5 1.5 Group 1 161054849 First Lien 6 15.35 6 7/1/2009 1.5 1.5 Group 1 161054861 First Lien 6 16.5 6 8/1/2009 1.5 1.5 Group 1 161054942 First Lien 6.2 16.55 6.2 8/1/2009 1.5 1.5 Group 1 161054958 First Lien 6.4 14.9 6.4 7/1/2009 1.5 1.5 Group 1 161054965 First Lien 6.65 15.99 6.65 8/1/2009 1.5 1.5 Group 1 161054966 First Lien 6.2 14.3 6.2 8/1/2009 1.5 1.5 Group 1 161054969 First Lien 6 13.55 6 39995 1.5 1.5 Group 1 161054970 First Lien 0 0 0 0 0 Group 1 161054975 First Lien 6 15.5 6 7/1/2009 1.5 1.5 Group 1 161054979 First Lien 6 15.8 6 8/1/2009 1.5 1.5 Group 1 161054995 First Lien 6 17.05 6 7/1/2009 1.5 1.5 Group 1 161055003 First Lien 6 13.85 6 8/1/2010 1.5 1.5 Group 1 161055010 First Lien 6 17 6 8/1/2009 1.5 1.5 Group 1 161055029 First Lien 6.65 17.7 6.65 8/1/2009 1.5 1.5 Group 1 161055035 First Lien 0 0 0 0 0 Group 1 161055050 First Lien 6.85 16.9 6.85 8/1/2009 1.5 1.5 Group 1 161055055 First Lien 0 0 0 0 0 Group 1 161055056 First Lien 0 0 0 0 0 Group 1 161055068 First Lien 6.2 15.3 6.2 8/1/2009 1.5 1.5 Group 1 171044316 First Lien 6 14.1 6 6/1/2009 1.5 1.5 Group 1 171044403 First Lien 7.25 13.5 7.25 7/1/2009 1.5 1.5 Group 1 171044562 First Lien 6 17.45 6 6/1/2009 1.5 1.5 Group 1 171044577 First Lien 6 16.175 6 8/1/2010 1.5 1.5 Group 1 171044628 First Lien 6 12.8 6 39965 1.5 1.5 Group 1 171044699 First Lien 6 12.9 6 6/1/2009 1.5 1.5 Group 1 171044759 First Lien 6 18.2 6 7/1/2009 1.5 1.5 Group 1 171044812 First Lien 6 14.4 6 8/1/2009 1.5 1.5 Group 1 171044849 First Lien 6 14.6 6 8/1/2009 1.5 1.5 Group 1 171044852 First Lien 6.4 15.85 6.4 8/1/2009 1.5 1.5 Group 1 171044876 First Lien 6 15.2 6 7/1/2009 1.5 1.5 Group 1 171044918 First Lien 0 0 0 0 0 Group 1 171044924 First Lien 0 0 0 0 0 Group 1 171044970 First Lien 6 13.05 6 7/1/2009 1.5 1.5 Group 1 171044994 First Lien 6.2 15.1 6.2 7/1/2009 1.5 1.5 Group 1 171044997 First Lien 6 16.9 6 40026 1.5 1.5 Group 1 171045018 First Lien 6 13.3 6 39995 1.5 1.5 Group 1 171045019 First Lien 6 15.2 6 7/1/2009 1.5 1.5 Group 1 171045020 First Lien 6.2 15.91 6.2 39995 1.5 1.5 Group 1 171045042 First Lien 0 0 0 0 0 Group 1 171045044 First Lien 6 14.99 6 7/1/2009 1.5 1.5 Group 1 171045054 First Lien 6 13.9 6 40026 1.5 1.5 Group 1 171045058 First Lien 6 15.35 6 7/1/2009 1.5 1.5 Group 1 171045063 First Lien 0 0 0 0 0 Group 1 171045068 First Lien 0 0 0 0 0 Group 1 171045070 First Lien 6 13.9 6 7/1/2009 1.5 1.5 Group 1 171045075 First Lien 6 13.8 6 41091 1.5 1.5 Group 1 171045076 First Lien 6 15.35 6 7/1/2009 1.5 1.5 Group 1 171045079 First Lien 0 0 0 0 0 Group 1 171045117 First Lien 6 14.05 6 7/1/2009 1.5 1.5 Group 1 171045118 First Lien 6 13.25 6 7/1/2009 1.5 1.5 Group 1 171045124 First Lien 6 13.9 6 8/1/2009 1.5 1.5 Group 1 171045164 First Lien 6 15.75 6 8/1/2009 1.5 1.5 Group 1 171045175 First Lien 6 13.5 6 40026 1.5 1.5 Group 1 171045181 First Lien 0 0 0 0 0 Group 1 171045182 First Lien 0 0 0 0 0 Group 1 171045200 First Lien 6 13.75 6 7/1/2009 1.5 1.5 Group 1 171045209 First Lien 0 0 0 0 0 Group 1 171045214 First Lien 6.2 14.05 6.2 8/1/2009 1.5 1.5 Group 1 171045262 First Lien 6 15.75 6 8/1/2009 1.5 1.5 Group 1 171045266 First Lien 7.25 15.65 7.25 8/1/2009 1.5 1.5 Group 1 171045279 First Lien 7.4 13.9 7.4 8/1/2009 1.5 1.5 Group 1 171045294 First Lien 0 0 0 0 0 Group 1 171045312 First Lien 6 14.15 6 8/1/2009 1.5 1.5 Group 1 171045319 First Lien 6 15.55 6 8/1/2009 1.5 1.5 Group 1 171045329 First Lien 8.35 14.35 6 7/1/2009 1.5 1.5 Group 1 171045332 First Lien 6.65 14.45 6.65 40026 1.5 1.5 Group 1 171045354 First Lien 6 14.65 6 8/1/2009 1.5 1.5 Group 1 171045360 First Lien 6.65 14.225 6.65 8/1/2010 1.5 1.5 Group 1 171045366 First Lien 6 14.85 6 8/1/2009 1.5 1.5 Group 1 171045371 First Lien 6 14.65 6 8/1/2009 1.5 1.5 Group 1 171045382 First Lien 6 14.15 6 40026 1.5 1.5 Group 1 171045391 First Lien 7.25 15.95 7.25 40026 1.5 1.5 Group 1 171045405 First Lien 6 14.45 6 8/1/2009 1.5 1.5 Group 1 171045410 First Lien 6.2 14.8 6.2 40026 1.5 1.5 Group 1 171045491 First Lien 0 0 0 0 0 Group 1 191039000 First Lien 6 15.05 6 5/1/2009 1.5 1.5 Group 1 191039187 First Lien 0 0 0 0 0 Group 1 191039211 First Lien 6.4 13.5 6.4 6/1/2009 1.5 1.5 Group 1 191039410 First Lien 6 15.15 6 39965 1.5 1.5 Group 1 191039553 First Lien 6 13.7 6 6/1/2009 1.5 1.5 Group 1 191039659 First Lien 0 0 0 0 0 Group 1 191039696 First Lien 0 0 0 0 0 Group 1 191039707 First Lien 6 13.85 6 39995 1.5 1.5 Group 1 191039761 First Lien 6 14.8 6 7/1/2009 1.5 1.5 Group 1 191039796 First Lien 6 14.3 6 6/1/2009 1.5 1.5 Group 1 191039802 First Lien 6 15.75 6 7/1/2009 1.5 1.5 Group 1 191039846 First Lien 6 13.8 6 8/1/2009 1.5 1.5 Group 1 191039858 First Lien 6 16.3 6 7/1/2009 1.5 1.5 Group 1 191039867 First Lien 6.2 14.65 6.2 7/1/2009 1.5 1.5 Group 1 191039884 First Lien 6.4 14.75 6.4 8/1/2009 1.5 1.5 Group 1 191039934 First Lien 6 13.85 6 8/1/2009 1.5 1.5 Group 1 191039961 First Lien 0 0 0 0 0 Group 1 191039964 First Lien 0 0 0 0 0 Group 1 191039974 First Lien 6 13.1 6 39995 1.5 1.5 Group 1 191039979 First Lien 0 0 0 0 0 Group 1 191039994 First Lien 6 14.85 6 7/1/2009 1.5 1.5 Group 1 191040001 First Lien 6 14.8 6 8/1/2009 1.5 1.5 Group 1 191040005 First Lien 6 14.75 6 7/1/2009 1.5 1.5 Group 1 191040022 First Lien 6 13.99 6 7/1/2009 1.5 1.5 Group 1 191040023 First Lien 6 13.6 6 7/1/2009 1.5 1.5 Group 1 191040054 First Lien 6 14.35 6 7/1/2009 1.5 1.5 Group 1 191040114 First Lien 0 0 0 0 0 Group 1 191040142 First Lien 6 15.85 6 7/1/2010 1.5 1.5 Group 1 191040153 First Lien 6 16.7 6 7/1/2009 1.5 1.5 Group 1 191040157 First Lien 0 0 0 0 0 Group 1 191040166 First Lien 6 15.1 6 40026 1.5 1.5 Group 1 191040178 First Lien 6 15.8 6 8/1/2009 1.5 1.5 Group 1 191040181 First Lien 5.84 11.85 5.84 39995 1.5 1.5 Group 1 191040205 First Lien 6 15.15 6 8/1/2009 1.5 1.5 Group 1 191040246 First Lien 6 15.85 6 7/1/2009 1.5 1.5 Group 1 191040250 First Lien 6 13.4 6 40026 1.5 1.5 Group 1 191040259 First Lien 6 14.55 6 8/1/2009 1.5 1.5 Group 1 191040262 First Lien 6.4 13.25 6.4 40391 1.5 1.5 Group 1 191040304 First Lien 0 0 0 0 0 Group 1 191040309 First Lien 6.2 13 6.2 8/1/2009 1.5 1.5 Group 1 191040328 First Lien 0 0 0 0 0 Group 1 191040365 First Lien 6 14.35 6 8/1/2009 1.5 1.5 Group 1 191040368 First Lien 6 13.95 6 8/1/2009 1.5 1.5 Group 1 191040370 First Lien 0 0 0 0 0 Group 1 191040391 First Lien 6 16.55 6 7/1/2009 1.5 1.5 Group 1 191040394 First Lien 6 16.6 6 39995 1.5 1.5 Group 1 191040451 First Lien 6 14.1 6 8/1/2009 1.5 1.5 Group 1 191040463 First Lien 6 12.9 6 8/1/2009 1.5 1.5 Group 1 191040499 First Lien 6.4 14.1 6.4 8/1/2009 1.5 1.5 Group 1 211057120 First Lien 6 14.35 6 7/1/2009 1.5 1.5 Group 1 211057506 First Lien 0 0 0 0 0 Group 1 211057914 First Lien 6 15.225 6 7/1/2009 1.5 1.5 Group 1 211058010 First Lien 0 0 0 0 0 Group 1 211058201 First Lien 6 15.1 6 7/1/2009 1.5 1.5 Group 1 211058263 First Lien 6 14.925 6 7/1/2009 1.5 1.5 Group 1 211058376 First Lien 0 0 0 0 0 Group 1 211058467 First Lien 6 14 6 8/1/2009 1.5 1.5 Group 1 211058476 First Lien 0 0 0 0 0 Group 1 211058502 First Lien 0 0 0 0 0 Group 1 211058507 First Lien 0 0 0 0 0 Group 1 211058523 First Lien 0 0 0 0 0 Group 1 211058551 First Lien 6 14.1 6 39995 1.5 1.5 Group 1 211058632 First Lien 6.65 15.99 6.65 7/1/2009 1.5 1.5 Group 1 211058698 First Lien 6 17.825 6 8/1/2009 1.5 1.5 Group 1 211058737 First Lien 6 12.5 6 7/1/2009 1.5 1.5 Group 1 211058755 First Lien 6.4 14.75 6.4 39995 1.5 1.5 Group 1 211058804 First Lien 6 15.65 6 8/1/2009 1.5 1.5 Group 1 211058842 First Lien 6 14.8 6 40026 1.5 1.5 Group 1 211058853 First Lien 0 0 0 0 0 Group 1 211058894 First Lien 6 16.72 6 7/1/2009 1.5 1.5 Group 1 211058904 First Lien 6 14.9 6 7/1/2009 1.5 1.5 Group 1 211058925 First Lien 6 16.6 6 8/1/2009 1.5 1.5 Group 1 211058977 First Lien 6.2 17 6.2 7/1/2009 1.5 1.5 Group 1 211058994 First Lien 6 17.12 6 8/1/2009 1.5 1.5 Group 1 211058998 First Lien 6 15 6 7/1/2009 1.5 1.5 Group 1 211059002 First Lien 6 15.89 6 39995 1.5 1.5 Group 1 211059018 First Lien 5.4 15.275 5.4 41122 1.5 1.5 Group 1 211059022 First Lien 6 13.99 6 7/1/2009 1.5 1.5 Group 1 211059030 First Lien 0 0 0 0 0 Group 1 211059032 First Lien 0 0 0 0 0 Group 1 211059056 First Lien 0 0 0 0 0 Group 1 211059072 First Lien 0 0 0 0 0 Group 1 211059077 First Lien 6 15 6 7/1/2009 1.5 1.5 Group 1 211059078 First Lien 6 16.2 6 8/1/2009 1.5 1.5 Group 1 211059079 First Lien 0 0 0 0 0 Group 1 211059093 First Lien 0 0 0 0 0 Group 1 211059094 First Lien 0 0 0 0 0 Group 1 211059099 First Lien 0 0 0 0 0 Group 1 211059112 First Lien 0 0 0 0 0 Group 1 211059119 First Lien 0 0 0 0 0 Group 1 211059137 First Lien 6 17.05 6 8/1/2009 1.5 1.5 Group 1 211059151 First Lien 0 0 0 0 0 Group 1 211059164 First Lien 0 0 0 0 0 Group 1 211059165 First Lien 0 0 0 0 0 Group 1 211059170 First Lien 0 0 0 0 0 Group 1 211059176 First Lien 6 16.17 6 8/1/2009 1.5 1.5 Group 1 211059180 First Lien 6 14.99 6 8/1/2009 1.5 1.5 Group 1 211059189 First Lien 0 0 0 0 0 Group 1 211059191 First Lien 0 0 0 0 0 Group 1 211059205 First Lien 0 0 0 0 0 Group 1 211059236 First Lien 0 0 0 0 0 Group 1 211059264 First Lien 6 15.45 6 8/1/2009 1.5 1.5 Group 1 211059270 First Lien 0 0 0 0 0 Group 1 211059279 First Lien 0 0 0 0 0 Group 1 211059292 First Lien 6 15.3 6 7/1/2010 1.5 1.5 Group 1 211059293 First Lien 6 17.9 6 7/1/2009 1.5 1.5 Group 1 211059318 First Lien 6.95 14.95 6.95 8/1/2009 1.5 1.5 Group 1 211059344 First Lien 5.25 15.65 5.25 40026 1.5 1.5 Group 1 211059346 First Lien 0 0 0 0 0 Group 1 211059353 First Lien 6 16.45 6 7/1/2009 1.5 1.5 Group 1 211059363 First Lien 6 15.5 6 7/1/2009 1.5 1.5 Group 1 211059368 First Lien 6.2 15.6 6.2 8/1/2009 1.5 1.5 Group 1 211059370 First Lien 6.65 15.08 6.65 40026 1.5 1.5 Group 1 211059378 First Lien 0 0 0 0 0 Group 1 211059401 First Lien 0 0 0 0 0 Group 1 211059402 First Lien 6 13.55 6 7/1/2009 1.5 1.5 Group 1 211059414 First Lien 6 14.1 6 8/1/2009 1.5 1.5 Group 1 211059416 First Lien 6 14.5 6 40026 1.5 1.5 Group 1 211059428 First Lien 0 0 0 0 0 Group 1 211059448 First Lien 0 0 0 0 0 Group 1 211059459 First Lien 6 15.72 6 8/1/2010 1.5 1.5 Group 1 211059476 First Lien 6.65 16.21 6.65 8/1/2009 1.5 1.5 Group 1 211059479 First Lien 6 15.99 6 8/1/2012 1.5 1.5 Group 1 211059485 First Lien 6 13.2 6 40026 1.5 1.5 Group 1 211059486 First Lien 6.65 14.3 6.65 40026 1.5 1.5 Group 1 211059488 First Lien 6 14.4 6 8/1/2009 1.5 1.5 Group 1 211059490 First Lien 7.25 15.4 7.25 8/1/2009 1.5 1.5 Group 1 211059491 First Lien 0 0 0 0 0 Group 1 211059493 First Lien 6 15.45 6 8/1/2009 1.5 1.5 Group 1 211059501 First Lien 0 0 0 0 0 Group 1 211059505 First Lien 6.8 15 6.8 8/1/2009 1.5 1.5 Group 1 211059509 First Lien 6 14.01 6 8/1/2010 1.5 1.5 Group 1 211059523 First Lien 6 15.02 6 40026 1.5 1.5 Group 1 211059529 First Lien 0 0 0 0 0 Group 1 211059541 First Lien 6.65 14.838 6.65 8/1/2012 1.5 1.5 Group 1 211059546 First Lien 7.25 15 7.25 7/1/2009 1.5 1.5 Group 1 211059551 First Lien 5.8 15.85 5.8 40026 1.5 1.5 Group 1 211059579 First Lien 6 15.5 6 8/1/2009 1.5 1.5 Group 1 211059580 First Lien 6 15.2 6 8/1/2009 1.5 1.5 Group 1 211059581 First Lien 6 17.27 6 40026 1.5 1.5 Group 1 211059583 First Lien 0 0 0 0 0 Group 1 211059609 First Lien 6 13.85 6 8/1/2010 1.5 1.5 Group 1 211059637 First Lien 6 14.72 6 8/1/2009 1.5 1.5 Group 1 211059638 First Lien 0 0 0 0 0 Group 1 211059647 First Lien 6 15.8 6 8/1/2012 1.5 1.5 Group 1 211059651 First Lien 0 0 0 0 0 Group 1 211059658 First Lien 0 0 0 0 0 Group 1 211059659 First Lien 6 14.15 6 8/1/2009 1.5 1.5 Group 1 211059669 First Lien 6.2 15.8 6.2 8/1/2010 1.5 1.5 Group 1 211059672 First Lien 6 14.95 6 8/1/2009 1.5 1.5 Group 1 211059697 First Lien 0 0 0 0 0 Group 1 211059723 First Lien 6 12.92 6 8/1/2009 1.5 1.5 Group 1 211059743 First Lien 6 15.2 6 8/1/2012 1.5 1.5 Group 1 211059744 First Lien 0 0 0 0 0 Group 1 211059751 First Lien 6 14.01 6 40026 1.5 1.5 Group 1 211059769 First Lien 6 14.45 6 8/1/2009 1.5 1.5 Group 1 211059773 First Lien 6 17.15 6 8/1/2010 1.5 1.5 Group 1 211059813 First Lien 6 14.15 6 8/1/2010 1.5 1.5 Group 1 211059921 First Lien 6 16.77 6 8/1/2010 1.5 1.5 Group 1 231091632 First Lien 6.4 14.19 6.4 5/1/2009 3 1 Group 1 231093803 First Lien 6 16 6 8/1/2009 1.5 1.5 Group 1 231093873 First Lien 6 16.35 6 7/1/2009 1.5 1.5 Group 1 231094240 First Lien 6 12.4 6 7/1/2009 1.5 1.5 Group 1 231094311 First Lien 6.2 15.95 6.2 8/1/2010 1.5 1.5 Group 1 231094489 First Lien 6 17.9 6 7/1/2009 1.5 1.5 Group 1 231094511 First Lien 6.4 13.9 6.4 39995 1.5 1.5 Group 1 231094571 First Lien 0 0 0 0 0 Group 1 231094572 First Lien 6 18.15 6 8/1/2009 1.5 1.5 Group 1 231094590 First Lien 6 15.1 6 39965 1.5 1.5 Group 1 231094599 First Lien 6 15.55 6 40026 1.5 1.5 Group 1 231094720 First Lien 6 15.25 6 8/1/2009 1.5 1.5 Group 1 231094768 First Lien 0 0 0 0 0 Group 1 231094777 First Lien 0 0 0 0 0 Group 1 231094791 First Lien 6 17.75 6 7/1/2009 1.5 1.5 Group 1 231094851 First Lien 0 0 0 0 0 Group 1 231094939 First Lien 7.25 16.55 7.25 7/1/2009 1.5 1.5 Group 1 231094940 First Lien 6.2 15.99 6.2 8/1/2009 1.5 1.5 Group 1 231095037 First Lien 6.65 17.3 6.65 40026 1.5 1.5 Group 1 231095117 First Lien 0 0 0 0 0 Group 1 231095124 First Lien 0 0 0 0 0 Group 1 231095130 First Lien 6 14.9 6 7/1/2009 1.5 1.5 Group 1 231095266 First Lien 6.2 14.15 6.2 40026 1.5 1.5 Group 1 231095274 First Lien 6 16.6 6 7/1/2009 1.5 1.5 Group 1 231095277 First Lien 6 16.25 6 40026 1.5 1.5 Group 1 231095332 First Lien 6 14.67 6 8/1/2010 1.5 1.5 Group 1 231095374 First Lien 0 0 0 0 0 Group 1 231095388 First Lien 6 15.2 6 8/1/2009 1.5 1.5 Group 1 231095396 First Lien 6 15.97 6 7/1/2009 1.5 1.5 Group 1 231095400 First Lien 6 16.75 6 7/1/2009 1.5 1.5 Group 1 231095429 First Lien 6 16.35 6 8/1/2009 1.5 1.5 Group 1 231095447 First Lien 6 17.65 6 7/1/2009 1.5 1.5 Group 1 231095465 First Lien 6.4 16.25 6.4 7/1/2009 1.5 1.5 Group 1 231095486 First Lien 0 0 0 0 0 Group 1 231095515 First Lien 6 13.45 6 40026 1.5 1.5 Group 1 231095520 First Lien 6.2 13.95 6.2 7/1/2009 1.5 1.5 Group 1 231095525 First Lien 0 0 0 0 0 Group 1 231095583 First Lien 6 15.55 6 7/1/2012 1.5 1.5 Group 1 231095586 First Lien 0 0 0 0 0 Group 1 231095597 First Lien 0 0 0 0 0 Group 1 231095631 First Lien 6 17.22 6 8/1/2009 1.5 1.5 Group 1 231095656 First Lien 6 15.15 6 7/1/2009 1.5 1.5 Group 1 231095661 First Lien 6 17.65 6 8/1/2009 1.5 1.5 Group 1 231095675 First Lien 6 15.42 6 41122 1.5 1.5 Group 1 231095684 First Lien 0 0 0 0 0 Group 1 231095733 First Lien 6.2 16.05 6.2 7/1/2009 1.5 1.5 Group 1 231095734 First Lien 6.2 16.75 6.2 40026 1.5 1.5 Group 1 231095736 First Lien 6.4 14.89 6.4 7/1/2009 1.5 1.5 Group 1 231095738 First Lien 6 17.8 6 40391 1.5 1.5 Group 1 231095749 First Lien 6 18.2 6 8/1/2009 1.5 1.5 Group 1 231095755 First Lien 0 0 0 0 0 Group 1 231095786 First Lien 6.4 16.29 6.4 8/1/2009 1.5 1.5 Group 1 231095808 First Lien 6.4 14.1 6.4 39995 1.5 1.5 Group 1 231095816 First Lien 6 13.85 6 39995 1.5 1.5 Group 1 231095849 First Lien 6.2 15.7 6.2 7/1/2009 1.5 1.5 Group 1 231095850 First Lien 6 15.75 6 7/1/2009 1.5 1.5 Group 1 231095878 First Lien 0 0 0 0 0 Group 1 231095898 First Lien 6.2 14.8 6.2 7/1/2009 1.5 1.5 Group 1 231095902 First Lien 7 15.58 7 40026 1.5 1.5 Group 1 231095912 First Lien 6 16.6 6 40391 1.5 1.5 Group 1 231095917 First Lien 6 12.75 6 39995 1.5 1.5 Group 1 231095934 First Lien 6 15.95 6 40026 1.5 1.5 Group 1 231095935 First Lien 6.4 14.4 6.4 7/1/2009 1.5 1.5 Group 1 231095953 First Lien 0 0 0 0 0 Group 1 231095961 First Lien 0 0 0 0 0 Group 1 231095972 First Lien 6 14.35 6 7/1/2009 1.5 1.5 Group 1 231095996 First Lien 6 16.7 6 8/1/2010 1.5 1.5 Group 1 231095997 First Lien 6.65 13.65 6.65 8/1/2009 1.5 1.5 Group 1 231096003 First Lien 6 15.35 6 7/1/2009 1.5 1.5 Group 1 231096004 First Lien 6.2 14.45 6.2 7/1/2009 1.5 1.5 Group 1 231096021 First Lien 0 0 0 0 0 Group 1 231096054 First Lien 6 14.17 6 39995 1.5 1.5 Group 1 231096061 First Lien 0 0 0 0 0 Group 1 231096076 First Lien 6 16.45 6 7/1/2009 1.5 1.5 Group 1 231096079 First Lien 6 13.87 6 41122 1.5 1.5 Group 1 231096094 First Lien 6 12.8 6 7/1/2012 1.5 1.5 Group 1 231096107 First Lien 6 13 6 8/1/2009 1.5 1.5 Group 1 231096116 First Lien 0 0 0 0 0 Group 1 231096123 First Lien 6 13.9 6 8/1/2009 1.5 1.5 Group 1 231096131 First Lien 6 16.8 6 8/1/2009 1.5 1.5 Group 1 231096138 First Lien 6 14.82 6 8/1/2009 1.5 1.5 Group 1 231096143 First Lien 6 15.92 6 8/1/2009 1.5 1.5 Group 1 231096155 First Lien 6 12.85 6 8/1/2010 1.5 1.5 Group 1 231096157 First Lien 0 0 0 0 0 Group 1 231096165 First Lien 6 14.1 6 8/1/2009 1.5 1.5 Group 1 231096176 First Lien 6.4 15.9 6.4 7/1/2009 1.5 1.5 Group 1 231096179 First Lien 6 15.75 6 8/1/2009 1.5 1.5 Group 1 231096188 First Lien 0 0 0 0 0 Group 1 231096198 First Lien 6 14.15 6 39995 1.5 1.5 Group 1 231096210 First Lien 6 13.625 6 8/1/2010 1.5 1.5 Group 1 231096217 First Lien 6.65 14.5 6.65 8/1/2009 1.5 1.5 Group 1 231096236 First Lien 6 14.5 6 40026 1.5 1.5 Group 1 231096254 First Lien 6 16.9 6 8/1/2010 1.5 1.5 Group 1 231096256 First Lien 0 0 0 0 0 Group 1 231096296 First Lien 6 14.65 6 8/1/2012 1.5 1.5 Group 1 231096300 First Lien 6 15 6 8/1/2010 1.5 1.5 Group 1 231096336 First Lien 6.4 14 6.4 8/1/2009 1.5 1.5 Group 1 231096343 First Lien 6 16.95 6 8/1/2009 1.5 1.5 Group 1 231096344 First Lien 0 0 0 0 0 Group 1 231096346 First Lien 0 0 0 0 0 Group 1 231096361 First Lien 0 0 0 0 0 Group 1 231096367 First Lien 6.2 12.99 6.2 41122 1.5 1.5 Group 1 231096385 First Lien 6.2 14.1 6.2 41122 1.5 1.5 Group 1 231096394 First Lien 6 13.95 6 40026 1.5 1.5 Group 1 231096395 First Lien 0 0 0 0 0 Group 1 231096405 First Lien 6 15.6 6 8/1/2009 1.5 1.5 Group 1 231096424 First Lien 0 0 0 0 0 Group 1 231096425 First Lien 6 16.5 6 8/1/2009 1.5 1.5 Group 1 231096476 First Lien 0 0 0 0 0 Group 1 231096499 First Lien 0 0 0 0 0 Group 1 231096508 First Lien 6 14.75 6 8/1/2009 1.5 1.5 Group 1 231096518 First Lien 6 14.87 6 8/1/2010 1.5 1.5 Group 1 231096519 First Lien 6.4 13.75 6.4 8/1/2009 1.5 1.5 Group 1 231096527 First Lien 6 15.925 6 40391 1.5 1.5 Group 1 231096534 First Lien 6.4 16.7 6.4 8/1/2009 1.5 1.5 Group 1 231096550 First Lien 0 0 0 0 0 Group 1 231096551 First Lien 6 14.45 6 8/1/2009 1.5 1.5 Group 1 231096559 First Lien 6 15.4 6 8/1/2010 1.5 1.5 Group 1 231096573 First Lien 6 16.5 6 41122 1.5 1.5 Group 1 231096582 First Lien 6 14.4 6 8/1/2010 1.5 1.5 Group 1 231096613 First Lien 0 0 0 0 0 Group 1 231096634 First Lien 6 12.55 6 8/1/2009 1.5 1.5 Group 1 231096641 First Lien 6 14.9 6 8/1/2010 1.5 1.5 Group 1 231096653 First Lien 6 14.95 6 8/1/2009 1.5 1.5 Group 1 231096655 First Lien 6 15.5 6 8/1/2010 1.5 1.5 Group 1 231096689 First Lien 6 13.65 6 8/1/