EXECUTION COPY
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WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor,
XXXXX FARGO BANK, NATIONAL ASSOCIATION,
as Master Servicer and Certificate Administrator,
NATIONAL CITY MORTGAGE CO. and SUNTRUST MORTGAGE, INC.,
as Servicers,
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
POOLING AND SERVICING AGREEMENT
Dated November 22, 2005
Mortgage Pass-Through Certificates
Series 2005-B
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..............................................4
Section 1.01 Defined Terms.......................................4
Section 1.02 Interest Calculations..............................35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES............................................35
Section 2.01 Conveyance of Mortgage Loans.......................35
Section 2.02 Acceptance by the Custodian of the Mortgage
Loans..............................................38
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the Servicers..................40
Section 2.04 Assignment of Interest in the Mortgage Loan Purchase
Agreement; Depositor Representations and
Warranties.........................................44
Section 2.05 Intent of Parties and Protection of Title..........46
Section 2.06 Designation of Interests in the REMIC..............47
Section 2.07 Designation of Start-up Day........................47
Section 2.08 REMIC Certificate Maturity Date....................47
Section 2.09 Execution and Delivery of Certificate..............47
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS..........48
Section 3.01 Servicers to Service Mortgage Loans................48
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicers..........................................49
Section 3.03 Fidelity Bond; Errors and Omissions
Insurance..........................................50
Section 3.04 Access to Certain Documentation....................50
Section 3.05 Maintenance of Primary Insurance Policy;
Claims.............................................51
Section 3.06 Rights of the Depositor and the Trustee in
Respect of the Servicers...........................52
Section 3.07 [Reserved].........................................52
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Accounts; Certificate Account; and
Upper-Tier Certificate Account.....................52
Section 3.09 Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.............................55
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.......................57
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TABLE OF CONTENTS
(continued)
Page
Section 3.11 Permitted Withdrawals from the Servicer Custodial
Accounts; Certificate Account and Upper-Tier
Certificate Account................................57
Section 3.12 Maintenance of Hazard Insurance....................59
Section 3.13 Enforcement of Due-On-Sale Clauses;
Assumption Agreements..............................60
Section 3.14 Realization Upon Defaulted Mortgage Loans;
REO Property.......................................60
Section 3.15 Custodian to Cooperate; Release of Mortgage
Files..............................................62
Section 3.16 Documents, Records and Funds in Possession of the
Master Servicer and Servicers to be Held for the
Trustee............................................64
Section 3.17 Servicing and Master Servicer Compensation.........64
Section 3.18 Annual Statements as to Compliance.................65
Section 3.19 Annual Independent Public Accountants' Servicing and
Master Servicing Statement; Financial
Statements.........................................66
Section 3.20 Advances...........................................66
Section 3.21 Modifications, Waivers, Amendments and
Consents...........................................67
Section 3.22 Reports to the Securities and Exchange
Commission.........................................68
Section 3.23 Annual Certification...............................69
Section 3.24 Master Servicer....................................69
Section 3.25 Monitoring of Servicers............................71
Section 3.26 Power to Act; Procedures...........................72
ARTICLE IV SERVICER'S monthly reports..............................73
Section 4.01 Servicer's Monthly Reports.........................73
ARTICLE V PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION....................................73
Section 5.01 Distributions......................................73
Section 5.02 Priorities of Distributions........................73
Section 5.03 Allocation of Losses...............................78
Section 5.04 Statements to Certificateholders...................80
Section 5.05 Tax Returns and Reports to Certificateholders......82
Section 5.06 Tax Matters Person.................................83
Section 5.07 Rights of the Tax Matters Person in Respect of the
Certificate Administrator..........................83
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TABLE OF CONTENTS
(continued)
Page
Section 5.08 REMIC Related Covenants............................83
ARTICLE VI THE CERTIFICATES........................................84
Section 6.01 The Certificates...................................84
Section 6.02 Registration of Transfer and Exchange of
Certificates.......................................85
Section 6.03 Mutilated, Destroyed, Lost or Stolen
Certificates.......................................89
Section 6.04 Persons Deemed Owners..............................90
ARTICLE VII THE DEPOSITOR, THE MASTER SERVICER AND THE
SERVICERS...............................................90
Section 7.01 Respective Liabilities of the Depositor, the Master
Servicer and the Servicers.........................90
Section 7.02 Merger or Consolidation of the Depositor, the Master
Servicer or a Servicer.............................90
Section 7.03 Limitation on Liability of the Depositor, the Master
Servicer, the Servicers and Others; Liability of
Master Servicer and Servicers......................91
Section 7.04 Depositor, Master Servicer and Servicers Not to
Resign.............................................93
Section 7.05 Successor Master Servicer..........................93
Section 7.06 Sale and Assignment of Master Servicing............94
ARTICLE VIII DEFAULT.................................................94
Section 8.01 Events of Default..................................94
Section 8.02 Remedies of Trustee................................97
Section 8.03 Directions by Certificateholders and Duties of
Trustee During Event of Default................... 98
Section 8.04 Action upon Certain Failures of the Master Servicer
or a Servicer and upon Event of Default............98
Section 8.05 Trustee and Master Servicer to Act; Appointment of
Successors.........................................98
Section 8.06 Notification to Certificateholders................100
ARTICLE IX THE TRUSTEE AND CERTIFICATE ADMINISTRATOR..............100
Section 9.01 Duties of Trustee and the Certificate
Administrator.....................................100
Section 9.02 Certain Matters Affecting the Trustee and
Certificate Administrator.........................102
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TABLE OF CONTENTS
(continued)
Page
Section 9.03 Neither Trustee nor Certificate Administrator
Liable for Certificates or Mortgage Loans.........104
Section 9.04 Trustee and Certificate Administrator May Own
Certificates......................................105
Section 9.05 Eligibility Requirements for Trustee, Certificate
Administrator.....................................105
Section 9.06 Resignation and Removal of Trustee and the
Certificate Administrator.........................106
Section 9.07 Successor Trustee or Certificate
Administrator.....................................107
Section 9.08 Merger or Consolidation of Trustee or the Certificate
Administrator.....................................107
Section 9.09 Appointment of Co-Trustee or Separate
Trustee...........................................108
Section 9.10 Authenticating Agents.............................109
Section 9.11 Trustee's Fees and Expenses and Certificate
Administrator's Fees and Expenses.................110
Section 9.12 [Reserved]........................................110
Section 9.13 [Reserved]........................................110
Section 9.14 Limitation of Liability...........................110
Section 9.15 Trustee May Enforce Claims Without Possession of
Certificates......................................110
Section 9.16 Suits for Enforcement.............................111
Section 9.17 Waiver of Bond Requirement........................111
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement.......................................111
ARTICLE X TERMINATION............................................111
Section 10.01 Termination upon Purchase by the Master Servicer
or Liquidation of All Mortgage Loans..............111
Section 10.02 Additional Termination Requirements...............113
ARTICLE XI MISCELLANEOUS PROVISIONS...............................113
Section 11.01 Amendment.........................................113
Section 11.02 Recordation of Agreement..........................115
Section 11.03 Limitation on Rights of Certificateholders........115
Section 11.04 Governing Law.....................................116
Section 11.05 Notices...........................................116
Section 11.06 Severability of Provisions........................117
-iv-
TABLE OF CONTENTS
(continued)
Page
Section 11.07 Certificates Nonassessable and Fully Paid.........117
Section 11.08 Access to List of Certificateholders..............117
-v-
APPENDICES
Appendix 1 Calculation of Uncertificated Lower-Tier Regular
Interest Y Principal Reduction Amounts
EXHIBITS
Exhibit A-1 Form of Class A Certificate
Exhibit A-2 Form of Class A-R Certificate
Exhibit B Form of Class B-1, Class B-2 and Class B-3 Certificate
Exhibit C Form of Class B-4, Class B-5 and Class B-6 Certificate
Exhibit D-1 Mortgage Loan Schedule (Loan Group 1)
Exhibit D-2 Mortgage Loan Schedule (Loan Group 2)
Exhibit D-3 Mortgage Loan Schedule (Loan Group 3)
Exhibit D-4 Mortgage Loan Schedule (Loan Group 4)
Exhibit E Form of Request for Release of Documents
Exhibit F Form of Certification of Establishment of Account
Exhibit G-1 Form of Transferor's Certificate
Exhibit G-2A Form 1 of Transferee's Certificate
Exhibit G-2B Form 2 of Transferee's Certificate
Exhibit H Form of Transferee Representation Letter
for ERISA Restricted Certificates
Exhibit I-1 Form of Affidavit Regarding Transfer of Residual
Certificates
Exhibit I-2 Form of Transferor Certificate Regarding Transfer of
Residual Certificates
Exhibit J [Reserved]
Exhibit K [Reserved]
Exhibit L [Reserved]
Exhibit M Form of Lost Note Affidavit
Exhibit N Form of Custodial Agreement
Exhibit O Form of Initial Certification
Exhibit P Form of Final Certification
-vi-
POOLING AND SERVICING AGREEMENT
THIS POOLING AND SERVICING AGREEMENT, dated November 22, 2005, is
hereby executed by and among WACHOVIA MORTGAGE LOAN TRUST, LLC, as Depositor,
XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Xxxxx Fargo"), as Master Servicer and
Certificate Administrator, NATIONAL CITY MORTGAGE CO. ("National City"), as a
Servicer, SUNTRUST MORTGAGE, INC. ("SunTrust"), as a Servicer, and U.S. BANK
NATIONAL ASSOCIATION, as Trustee.
W I T N E S S E T H T H A T:
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Servicers, the Certificate Administrator and
the Trustee agree as follows:
PRELIMINARY STATEMENT
In exchange for the Certificates, the Depositor will convey the Trust
Estate to the Trustee and create the Trust.
LOWER-TIER REMIC
As provided herein, the Certificate Administrator, on behalf of the
Trustee, will make an election to treat the entire segregated pool of assets
described in the definition of Trust Estate (including the Mortgage Loans), and
subject to this Agreement, as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes and such segregated pool of assets will
be designated as the "Lower-Tier REMIC." Component I of the Class 1-A-R
Certificates will represent ownership of the sole class of "residual interests"
in the Lower-Tier REMIC for purposes of the REMIC Provisions (as defined
herein).
The following table irrevocably sets forth the designation,
Uncertificated Pass-Through Rate and initial Uncertificated Principal Balance
for each of the "regular interests" in the Lower-Tier REMIC (the "Uncertificated
Lower-Tier Regular Interests") and the designation, Pass-Through Rate and
initial Class Certificate Balance of Component I of the Class 1-A-R
Certificates. None of the Uncertificated Lower-Tier Regular Interests will be
certificated. Solely for purposes of satisfying Treasury regulation Section
1.860G-1(a)(4)(iii), the "latest possible maturity date" for each of the
Uncertificated Lower-Tier Regular Interests and Component I of the Class 1-A-R
Certificates shall be the REMIC Certificate Maturity Date.
1
Designation (or Pass-Through Rate) Principal Balance (or Initial Class
Certificate Balance)
---------------------------- --------------------------------- --------------------------------------------
Y-1 Variable(1) $36,177.05 ----------------------------
--------------------------------- --------------------------------------------
Y-2 Variable(1) $86,169.46 ----------------------------
--------------------------------- --------------------------------------------
Y-3 Variable(1) $52,023.11 ----------------------------
--------------------------------- --------------------------------------------
Y-4 Variable(1) $36,697.89 ----------------------------
--------------------------------- --------------------------------------------
Z-1 Variable(1) $72,317,914.14 ----------------------------
--------------------------------- --------------------------------------------
Z-2 Variable(1) $172,267,587.68 ----------------------------
--------------------------------- --------------------------------------------
Z-3 Variable(1) $103,994,203.44 ----------------------------
--------------------------------- --------------------------------------------
Z-4 Variable(1) $73,365,392.67 ----------------------------
--------------------------------- --------------------------------------------
Component I of the Class Variable(2) $100.00 1-A-R ----------------------------
--------------------------------- --------------------------------------------
(1) Calculated in accordance with the definition of "Uncertificated Pass-Through
Rate" herein.
(2) For each Distribution Date, interest will accrue on Component I of the Class
1-A-R Certificates at a per annum rate equal to the Net WAC for the Group 1
Mortgage Loans.
UPPER-TIER REMIC
A segregated pool of assets consisting of the Uncertificated
Lower-Tier Regular Interests will be designated as the "Upper-Tier REMIC" and
the Certificate Administrator will make a separate REMIC election with respect
thereto. Each of the Certificates (other than the Class 1-A-R Certificates) will
be "regular interests" in the Upper-Tier REMIC (referred to collectively as the
"Regular Certificates") and Component II of the Class 1-A-R Certificates will
represent ownership of the sole class of "residual interests" in the Upper-Tier
REMIC for purposes of the REMIC Provisions. Solely for purposes of satisfying
Treasury regulation Section 1.860G-1(a)(4)(iii), the "latest possible maturity
date," for each of the Regular Certificates and Component II of the Class 1-A-R
Certificates shall be the REMIC Certificate Maturity Date. The Certificates and
the Uncertificated Lower-Tier Regular Interests will represent the entire
beneficial ownership interest in the Trust.
The following table sets forth characteristics of the
Certificates, together with the minimum denominations and integral multiples in
excess thereof in which the Classes of Certificates shall be issuable (except
that one Certificate of each Class of Certificates may be issued in any amount
in excess of the minimum denomination):
2
Integral
Multiples
Initial Class Pass-Through Minimum In Excess
Classes Certificate Balance Rate Denomination Of Minimum
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 1-A-1 $65,290,000.00 (1) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 1-A-2 $4,278,000.00 (1) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Component II of $0.00 (1) (6) N/A
Class 1-A-R
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 2-A-1 $60,000,000.00 (2) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 2-A-2 $62,802,000.00 (2) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 2-A-3 $14,016,000.00 (2) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 2-A-4 $22,520,000.00 (2) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 2-A-5 $6,380,000.00 (2) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 3-A-1 $96,188,000.00 (3) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 3-A-2 $3,852,000.00 (3) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 4-A-1 $67,859,000.00 (4) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class 4-A-2 $2,717,000.00 (4) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-1 $8,655,000.00 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-2 $2,955,000.00 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-3 $1,477,000.00 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-4 $1,266,000.00 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-5 $1,055,000.00 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
Class B-6 $846,065.44 (5) $ 10,000 $1
--------------------- -------------------------- ----------------- -------------------- --------------------
(1) For each Distribution Date, interest will accrue on these Certificates
at a per annum rate equal to the Net WAC for the Group 1 Mortgage Loans.
(2) For each Distribution Date, interest will accrue on these Certificates
at a per annum rate equal to the Net WAC for the Group 2 Mortgage Loans.
(3) For each Distribution Date, interest will accrue on these Certificates
at a per annum rate equal to the Net WAC for the Group 3 Mortgage Loans.
(4) For each Distribution Date, interest will accrue on these Certificates
at a per annum rate equal to the Net WAC for the Group 4 Mortgage Loans.
(5) For each Distribution Date, interest will accrue on these Certificates
at a per annum rate equal to Net WAC for Mortgage Loans in all Loan Groups,
weighted on the basis of the aggregate Stated Principal Balances of the Mortgage
Loans in each Loan Group on the Due Date in the month preceding the month of
such Distribution Date minus the Class Certificate Balance of the related
Classes of Class A Certificates.
3
(6) Other than the 0.01% Percentage Interest in the Class 1-A-R
Certificates to be held by the Seller, the minimum denomination of the Class
1-A-R Certificates will be 20% of the Percentage Interest of the Class 1-A-R
Certificates.
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms. Whenever used in this Agreement,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Article:
1933 Act: The Securities Act of 1933, as amended.
Accepted Master Servicing Practices: With respect to any
Mortgage Loan, those customary mortgage servicing practices of prudent mortgage
servicing institutions that master service mortgage loans of the same type and
quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
Property is located, to the extent applicable to the Trustee or the Master
Servicer (except in its capacity as successor to a Servicer).
Accrued Certificate Interest: For any Distribution Date and
each interest-bearing Class, one month's interest accrued during the related
Interest Accrual Period at the applicable Pass-Through Rate on the applicable
Class Certificate Balance.
Adjusted Pool Amount: With respect to any Distribution Date
and Loan Group, the Cut-Off Date Pool Principal Balance of the Mortgage Loans in
such Loan Group minus the sum of (i) all amounts in respect of principal
received in respect of the Mortgage Loans in such Loan Group (including, without
limitation, amounts received as Monthly Payments, Periodic Advances, Principal
Prepayments, Liquidation Proceeds and Substitution Adjustment Amounts) and
distributed to Holders of Certificates on such Distribution Date and all prior
Distribution Dates, (ii) the principal portion of all Realized Losses (other
than Debt Service Reductions) incurred on the Mortgage Loans in such Loan Group
from the Cut-Off Date through the end of the month preceding such Distribution
Date and (iii) any amounts capitalized as a result of modifications to such
Mortgage Loans pursuant to Section 3.21.
Advance: A Periodic Advance or a Servicing Advance.
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.
Aggregate Subordinate Percentage: As to any Distribution Date,
the aggregate Class Certificate Balance of the Subordinate Certificates divided
by the aggregate Pool Stated Principal Balance for all Loan Groups.
4
Agreement: This Pooling and Servicing Agreement together with
all amendments hereof and supplements hereto.
Amount Held for Future Distribution: As to any Distribution
Date and Loan Group, the total of the amounts held in the related Servicer
Custodial Account at the close of business on the preceding Determination Date
on account of (i) Principal Prepayments and Liquidation Proceeds received or
made on the Mortgage Loans in such Loan Group in the month of such Distribution
Date and (ii) payments which represent receipt of Monthly Payments on the
Mortgage Loans in such Loan Group in respect of a Due Date or Due Dates
subsequent to the related Due Date.
Appraised Value: With respect to any Mortgaged Property,
either (i) the lesser of (a) the appraised value determined in an appraisal
obtained by the originator at origination of such Mortgage Loan and (b) the
sales price for such property, except that, in the case of Mortgage Loans the
proceeds of which were used to refinance an existing mortgage loan, the
Appraised Value of the related Mortgaged Property is the appraised value thereof
determined in an appraisal obtained at the time of refinancing, or (ii) the
appraised value determined in an appraisal made at the request of a Mortgagor
subsequent to origination in order to eliminate the Mortgagor's obligation to
keep a Primary Insurance Policy in force.
Assignment of Mortgage: An individual assignment of the
Mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related Mortgaged
Property is located to give record notice of the assignment of the Mortgage.
Authenticating Agents: As defined in Section 9.10.
Book-Entry Certificate: All Classes of Certificates other
than the Physical Certificates.
Business Day: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the State of North Carolina, the
State of Delaware, the State of Maryland, the State of New York, each state in
which the servicing office of a Servicer is located or the states in which the
Corporate Trust Offices of the Certificate Administrator and the Trustee are
located are required or authorized by law or executive order to be closed.
Certificate: Any of the Wachovia Mortgage Loan Trust, LLC
Mortgage Pass-Through Certificates, Series 2005-B that are issued pursuant to
this Agreement.
Certificate Account: The separate Eligible Account created and
maintained by the Certificate Administrator pursuant to Section 3.08(c) in the
name of the Certificate Administrator, on behalf of the Trustee, for the benefit
of the Certificateholders and designated "Xxxxx Fargo Bank, National
Association, in trust for registered holders of Wachovia Mortgage Loan Trust,
LLC Mortgage Pass-Through Certificates, Series 2005-B." Funds in the Certificate
Account shall be held in trust for the Certificateholders for the uses and
purposes set forth in this Agreement.
Certificate Administrator: The Master Servicer.
5
Certificate Balance: With respect to any Certificate at any
date, the product of the Percentage Interest of such Certificate and the Class
Certificate Balance of the Class of Certificates of which such Certificate is a
part.
Certificate Owner: With respect to a Book-Entry Certificate,
the Person who is the beneficial owner of a Book-Entry Certificate. With respect
to any Definitive Certificate, the Certificateholder of such Certificate.
Certificate Register: The register maintained pursuant to
Section 6.02.
Certificate Registrar: The registrar appointed pursuant to
Section 6.02.
Certificateholder: The Person in whose name a Certificate is
registered in the Certificate Register, except that, solely for the purpose of
giving any consent pursuant to this Agreement, any Certificate registered in the
name of the Depositor, either Servicer or any affiliate thereof shall be deemed
not to be outstanding and the Percentage Interest and Voting Rights evidenced
thereby shall not be taken into account in determining whether the requisite
amount of Percentage Interests or Voting Rights, as the case may be, necessary
to effect any such consent has been obtained, provided that none of the
Certificate Registrar, the Certificate Administrator, or the Trustee shall be
responsible for knowing that any Certificate is registered in the name of such
an affiliate unless a Responsible Officer of any such party has actual
knowledge.
Class: The Class 1-A-1, Class 1-A-2, Class 1-A-R, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class 3-A-1, Class 3-A-2,
Class 4-A-1, Class 4-A-2, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5
and Class B-6 Certificates, as the case may be.
Class A Certificates: The Class 1-A-1, Class 1-A-2, Class
1-A-R, Class 2-A-1, Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-A-5, Class
3-A-1, Class 3-A-2, Class 4-A-1 and Class 4-A-2 Certificates.
Class B Certificates: The Class B-1, Class B-2, Class B-3,
Class B-4, Class B-5 and Class B-6 Certificates.
Class 1-A-2 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Class Certificate Balance of the Class 1-A-2 Certificates
would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 2-A-5 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Class Certificate Balance of the Class 2-A-5 Certificates
would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section
5.03(e).
6
Class 3-A-2 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Class Certificate Balance of the Class 3-A-2 Certificates
would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class 4-A-2 Loss Allocation Amount: With respect to any
Distribution Date after the Senior Credit Support Depletion Date, the amount, if
any, by which the Class Certificate Balance of the Class 4-A-2 Certificates
would be reduced as a result of the allocation of any Realized Loss pursuant to
Section 5.03(b) to such Class, without regard to the operation of Section
5.03(e).
Class Certificate Balance: With respect to any Class and any
date of determination, the Initial Class Certificate Balance of such Class minus
the sum of (i) all distributions of principal made with respect thereto, (ii)
all Realized Losses allocated thereto pursuant to Section 5.03(a), and (iii) all
other reductions in Class Certificate Balance previously allocated thereto
pursuant to Section 5.03(b), plus the amount of any Subsequent Recoveries added
to the Class Certificate Balance of such Class pursuant to Section 5.03(f).
Class Interest Shortfall: For any Distribution Date and each
interest-bearing Class, the amount by which Accrued Certificate Interest for
such Class (as reduced pursuant to Section 5.02(c)) exceeds the amount of
interest actually distributed on such Class on such Distribution Date pursuant
to clause (i) of the definition of "Interest Distribution Amount."
Class Unpaid Interest Shortfall: As to any Distribution Date
and each interest-bearing Class, the amount by which the aggregate Class
Interest Shortfalls for such Class on prior Distribution Dates exceeds the
amount of interest actually distributed on such Class on such prior Distribution
Dates pursuant to clause (ii) of the definition of "Interest Distribution
Amount."
Closing Date: November 22, 2005.
Code: The Internal Revenue Code of 1986, as amended.
Compensating Interest: As defined in Section 3.17.
Co-op Shares: Shares issued by private non-profit housing
corporations.
Corporate Trust Office: With respect to the Certificate
Administrator, for purposes of transfers and exchanges and for presentment and
surrender of the Certificates for final payment, Xxxxx Xxxxxx xxx Xxxxxxxxx
Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: Client Manager -- Wachovia
Mortgage Loan Trust, Series 2005-B, and for all other purposes, 0000 Xxx
Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager -- Wachovia
Mortgage Loan Trust, Series 2005-B, telephone number (000) 000-0000. With
respect to the Trustee, the principal office of the Trustee at which at any
particular time its certificate transfer services are conducted, which office at
the date of the execution of this instrument is located at 00 Xxxxxxxxxx Xxxxxx,
XX-XX-XX0X, Xx. Xxxx, Xxxxxxxxx 00000, Attention: Structured Finance/WMLT
2005-B.
7
Custodial Agreement: The Custodial Agreement, dated as of
November 22, 2005, among the Depositor, the Custodian, the Master Servicer, the
Servicers and the Trustee, which is attached hereto as Exhibit N, as the same
may be amended or modified from time to time in accordance with the terms
thereof.
Custodian: Wachovia Bank, National Association, or its
successor in interest under the Custodial Agreement.
Customary Servicing Procedures: With respect to a Servicer,
procedures (including collection procedures) that such Servicer customarily
employs and exercises in servicing and administering mortgage loans for its own
account and which are in accordance with accepted mortgage servicing practices
of prudent lending institutions servicing mortgage loans of the same type as the
Mortgage Loans in the jurisdictions in which the related Mortgaged Properties
are located.
Cut-Off Date: November 1, 2005.
Cut-Off Date Pool Principal Balance: For each Loan Group the
aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans in such
Loan Group which is $72,354,091.19 for Loan Group 1, $172,353,757.14 for Loan
Group 2, $104,046,226.55 for Loan Group 3 and $73,402,090.56 for Loan Group 4.
Cut-Off Date Principal Balance: As to any Mortgage Loan, the
unpaid principal balance thereof as of the close of business on the Cut-Off
Date, reduced by all installments of principal due on or prior thereto whether
or not paid.
Debt Service Reduction: As to any Mortgage Loan and any
Determination Date, the excess of (i) the Monthly Payment due on the related Due
Date under the terms of such Mortgage Loan over (ii) the amount of the monthly
payment of principal and/or interest required to be paid with respect to such
Due Date by the Mortgagor as established by a court of competent jurisdiction
(pursuant to an order which has become final and nonappealable) as a result of a
case initiated by or against the related Mortgagor under the United States
Bankruptcy Code, as amended (Title 11, U.S.C.); provided that no such excess
shall be considered a Debt Service Reduction so long as (a) the Servicer
servicing such Mortgage Loan is pursuing an appeal of the court order giving
rise to any such modification and (b)(1) such Mortgage Loan is not in default
with respect to payment due thereunder in accordance with the terms of such
Mortgage Loan as in effect immediately prior to such bankruptcy case or (2)
Monthly Payments are being advanced by such Servicer in accordance with the
terms of such Mortgage Loan as in effect immediately prior to such bankruptcy
case.
Debt Service Reduction Mortgage Loan: Any Mortgage Loan that
became the subject of a Debt Service Reduction.
Defaulted Mortgage Loan: Any Mortgage Loan as to which (i) any
payment, or part thereof, remains unpaid for 90 days or more after the original
due date for such payment, (ii) the related Mortgagor is subject to any
bankruptcy or insolvency proceeding, (iii) the related Mortgaged Property has
been foreclosed, sold pursuant to a power of sale or trustee's sale or
repossessed, or proceedings for foreclosure, sale or repossession have been
commenced or (iv)
8
the Servicer servicing such Mortgage Loan has determined, consistent with its
Customary Servicing Procedures, that such Mortgage Loan is not collectible and
should be written off in whole or in part.
Defective Mortgage Loan: Any Mortgage Loan which is required
to be cured, repurchased or substituted for pursuant to Sections 2.02 or 2.04.
Deficient Valuation: As to any Mortgage Loan and any
Determination Date, the excess of (i) the then outstanding indebtedness under
such Mortgage Loan over (ii) the value of the related Mortgaged Property
established by a court of competent jurisdiction (pursuant to an order which has
become final and nonappealable) as a result of a case initiated by or against
the related Mortgagor under the United States Bankruptcy Code, as amended (Title
11, U.S.C.), pursuant to which such Mortgagor retained such Mortgaged Property;
provided that no such excess shall be considered a Deficient Valuation so long
as (a) the Servicer servicing such Mortgage Loan is pursuing an appeal of the
court order giving rise to any such modification and (b)(1) such Mortgage Loan
is not in default with respect to payments due thereunder in accordance with the
terms of such Mortgage Loan as in effect immediately prior to such bankruptcy
case or (2) Monthly Payments are being advanced by such Servicer in accordance
with the terms of such Mortgage Loan as in effect immediately prior to such
bankruptcy case.
Deficient Valuation Mortgage Loan: Any Mortgage Loan that
became the subject of a Deficient Valuation.
Definitive Certificates: As defined in Section 6.02(c)(iii).
Depositor: Wachovia Mortgage Loan Trust, LLC, a Delaware
limited liability company, or its successor in interest, as depositor under
this Agreement.
Depository: The Depository Trust Company, the nominee
of which is Cede & Co., as the registered Holder of the Book-Entry
Certificates or any successor thereto appointed in accordance with this
Agreement. The Depository shall at all times be a "clearing corporation" as
defined in Section 8-102 of the New York Uniform Commercial Code.
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: As to any Distribution Date, the 16th day
of the month of the related Distribution Date or, if such 16th day is not a
Business Day, the Business Day immediately preceding such 16th day.
Distribution Date: The 20th day of each month beginning in
December 2005 (or, if such day is not a Business Day, the next Business Day).
Distribution Date Statement: As defined in Section 5.04(b).
Due Date: As to any Distribution Date and each Mortgage Loan,
the first day in the calendar month of such Distribution Date.
9
Eligible Account: Any of (i) a federal or state chartered
depository institution the short-term unsecured debt obligations of which (or,
in the case of a depository institution that is the principal subsidiary of a
holding company, the debt obligations of such holding company) have the highest
short-term ratings of each Rating Agency at the time any amounts are held on
deposit therein, (ii) an account or accounts in a depository institution in
which such accounts are insured by the FDIC (to the limits established by the
FDIC) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Certificate
Administrator and the Trustee and to each Rating Agency, the Certificateholders
have a claim with respect to the funds in such account or a perfected first
priority security interest against any collateral (which shall be limited to
Permitted Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution in which such
account is maintained, (iii) a trust account or accounts maintained with the
trust department of a federal or state chartered depository institution, acting
in its fiduciary capacity or (iii) any other account acceptable to each Rating
Agency. Eligible Accounts may bear interest and may include, if otherwise
qualified under this definition, accounts maintained with the institutions
acting as Certificate Administrator, Master Servicer or Trustee.
ERISA: The Employee Retirement Income Security Act of 1974,
as amended.
ERISA Restricted Certificates: Any Class B-4, Class B-5 or
Class B-6 Certificate.
Escrow Account: As defined in Section 3.09.
Escrow Payments: The amounts constituting taxes, assessments,
Primary Insurance Policy premiums, fire and hazard insurance premiums and other
payments as may be required to be escrowed by the Mortgagor with the mortgagee
pursuant to the terms of any Mortgage Note or Mortgage.
Event of Default: As defined in Section 8.01.
Excess Proceeds: With respect to any Liquidated Mortgage Loan,
the amount, if any, by which the sum of any Liquidation Proceeds of such
Mortgage Loan received in the calendar month in which such Mortgage Loan became
a Liquidated Mortgage Loan, net of any amounts previously reimbursed to the
related Servicer as Nonrecoverable Advances with respect to such Mortgage Loan
pursuant to Section 3.11(a)(iii), exceeds (i) the unpaid principal balance of
such Liquidated Mortgage Loan as of the Due Date in the month in which such
Mortgage Loan became a Liquidated Mortgage Loan plus (ii) accrued interest at
the Mortgage Interest Rate from the Due Date as to which interest was last paid
up to the Due Date applicable to the Distribution Date immediately following the
calendar month during which such liquidation occurred.
FDIC: The Federal Deposit Insurance Corporation, or any
successor thereto.
FHLMC: The Federal Home Loan Mortgage Corporation, or any
successor thereto.
10
Final Distribution Date: The Distribution Date on which
the final distribution in respect of the Certificates will be made pursuant to
Section 10.01.
Financial Market Service: Bloomberg Financial Service or
any other financial information provider designated by the Depositor by
written notice to the Certificate Administrator.
FIRREA: The Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended.
Fitch: Fitch Ratings, and its successors in interest.
FNMA: Xxxxxx Xxx, or any successor thereto.
Fractional Interest: As defined in Section 5.02(d).
Gross Margin: As to each Mortgage Loan, the fixed percentage
set forth in the related Mortgage Note and indicated in the Mortgage Loan
Schedule as the "Gross Margin," which percentage is added to the Index on each
Rate Adjustment Date to determine (subject to rounding, the Initial Cap, the
Periodic Cap and the Lifetime Cap) the Mortgage Interest Rate on such Mortgage
Loan until the next Rate Adjustment Date.
Group: Any of Group 1, Group 2, Group 3 or Group 4.
Group 1: The Group 1-A Certificates.
Group 1 Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-1 hereto.
Group 2: The Group 2-A Certificates.
Group 2 Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-2 hereto.
Group 3: The Group 3-A Certificates.
Group 3 Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-3 hereto.
Group 4: The Group 4-A Certificates.
Group 4 Mortgage Loan: Each Mortgage Loan listed on Exhibit
D-4 hereto.
Group 1-A Certificates: The Class 1-A-1, Class 1-A-2 and
Class 1-A-R Certificates.
Group 2-A Certificates: The Class 2-A-1, Class 2-A-2, Class
2-A-3, Class 2-A-4 and Class 2-A-5 Certificates.
Group 3-A Certificates: The Class 3-A-1 Certificates and
Class 3-A-2 Certificates.
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Group 4-A Certificates: The Class 4-A-1 Certificates and
Class 4-A-2 Certificates.
Group Subordinate Amount: With respect to any Distribution
Date and any Loan Group, the excess of the Pool Stated Principal Balance for
such Loan Group over the aggregate Class Certificate Balance of the Senior
Certificates of the Related Group immediately prior to such date.
Holder: A Certificateholder.
Independent: When used with respect to any specified Person
means such a Person who (i) is in fact independent of the Depositor, the
Certificate Administrator, the Master Servicer and each Servicer, (ii) does not
have any direct financial interest or any material indirect financial interest
in the Depositor, the Certificate Administrator, the Master Servicer, either
Servicer or in an affiliate of any of them, and (iii) is not connected with the
Depositor, the Master Servicer or either Servicer as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Index: As to any Mortgage Loan and Rate Adjustment Date, a
rate per annum that is defined to be the arithmetic mean of the London interbank
offered rate quotations for one year U.S. Dollar-denominated deposits, as
published in The Wall Street Journal and most recently available either (i) as
of the first Business Day in the month preceding the month of the applicable
Rate Adjustment Date or (ii) forty-five days before the applicable Rate
Adjustment Date or, in the event that such index is no longer available, a
substitute index selected by the applicable Servicer in accordance with the
terms of the related Mortgage Note.
Initial Cap: For each Mortgage Loan, the applicable limit on
the adjustment of the Mortgage Interest Rate for the initial Rate Adjustment
Date specified in the applicable Mortgage Note and designated as such in the
Mortgage Loan Schedule.
Initial Class Certificate Balance: As to each Class of
Certificates, the Class Certificate Balance set forth in the Preliminary
Statement.
Insurance Policy: With respect to any Mortgage Loan included
in the Trust Estate, any related insurance policy, including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.
Insurance Proceeds: Proceeds paid by an insurer pursuant to
any Insurance Policy, in each case other than any amount included in such
Insurance Proceeds in respect of Insured Expenses.
Insured Expenses: Expenses covered by an Insurance Policy or
any other insurance policy with respect to the Mortgage Loans.
Interest Accrual Period: As to any Distribution Date and each
Class of Certificates, the immediately preceding calendar month.
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Interest Distribution Amount: For any Distribution Date and
each interest-bearing Class, the sum of (i) the Accrued Certificate Interest,
subject to reduction pursuant to Section 5.02(c) and (ii) any Class Unpaid
Interest Shortfall for such Class.
Lifetime Cap: As to any Mortgage Loan, the maximum Mortgage
Interest Rate set forth in the related Mortgage Note and indicated in the
Mortgage Loan Schedule.
Liquidated Mortgage Loan: With respect to any Distribution
Date, a Defaulted Mortgage Loan (including any REO Property) that was liquidated
in the calendar month preceding the month of such Distribution Date and as to
which the related Servicer or the Master Servicer has certified (in accordance
with this Agreement) that it has received all proceeds it expects to receive in
connection with the liquidation of such Mortgage Loan including the final
disposition of an REO Property.
Liquidation Proceeds: Amounts, including Insurance Proceeds,
received in connection with the partial or complete liquidation of Defaulted
Mortgage Loans, whether through trustee's sale, foreclosure sale or otherwise or
amounts received in connection with any condemnation or partial release of a
Mortgaged Property and any other proceeds received in connection with an REO
Property, less the sum of related unreimbursed Servicing Fees, Master Servicing
Fees and Advances.
Loan Group: Any of Loan Group 1, Loan Group 2, Loan Group 3
or Loan Group 4.
Loan Group 1: The Group 1 Mortgage Loans.
Loan Group 2: The Group 2 Mortgage Loans.
Loan Group 3: The Group 3 Mortgage Loans.
Loan Group 4: The Group 4 Mortgage Loans.
Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date of determination, the fraction, expressed as a percentage, the numerator of
which is the outstanding principal balance of the related Mortgage Loan at the
date of determination and the denominator of which is the Appraised Value of the
related Mortgaged Property.
Lost Note Affidavit: With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost or destroyed and has
not been replaced, an affidavit from the Seller certifying that the original
Mortgage Note has been lost, misplaced or destroyed (together with a copy of the
related Mortgage Note, if available, and indemnifying the Depositor and its
assignees against any loss, cost or liability resulting from the failure to
deliver the original Mortgage Note) in the form of Exhibit M hereto.
Lower-Tier Distribution Amount: For any Distribution Date, the
Pool Distribution Amount for each Loan Group shall be deemed distributed to the
Upper-Tier REMIC, as the holder of the Uncertificated Lower-Tier Regular
Interests, and to Holders of the
13
Class 1-A-R Certificates in respect of Component I thereof, in the following
amounts and priority:
(a) To the extent of the Pool Distribution Amount for
Loan Group 1:
(i) first, to Uncertificated Lower-Tier Regular
Interests Y-1 and Z-1, concurrently, the Uncertificated Accrued
Interest for such regular interests remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of
such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular
Interests Y-1 and Z-1, concurrently, the Uncertificated Accrued
Interest for such regular interests for the current Distribution Date,
pro rata according to their respective Uncertificated Accrued Interest;
and
(iii) third, to Uncertificated Lower-Tier Regular
Interests Y-1 and Z-1, the Uncertificated Lower-Tier Regular Interest
Y-1 Principal Distribution Amount and the Uncertificated Lower-Tier
Regular Interest Z-1 Principal Distribution Amount, respectively;
(b) To the extent of the Pool Distribution Amount for
Loan Group 2:
(i) first, to Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued
Interest for such regular interests remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of
such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2, concurrently, the Uncertificated Accrued
Interest for such regular interests for the current Distribution Date,
pro rata according to their respective Uncertificated Accrued Interest;
and
(iii) third, to Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2, the Uncertificated Lower-Tier Regular Interest
Y-2 Principal Distribution Amount and the Uncertificated Lower-Tier
Regular Interest Z-2 Principal Distribution Amount, respectively;
(c) To the extent of the Pool Distribution Amount for
Loan Group 3:
(i) first, to Uncertificated Lower-Tier Regular
Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued
Interest for such regular interests remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of
such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular
Interests Y-3 and Z-3, concurrently, the Uncertificated Accrued
Interest for such regular interests for the current Distribution Date,
pro rata according to their respective Uncertificated Accrued Interest;
and
14
(iii) third, to Uncertificated Lower-Tier Regular
Interests Y-3 and Z-3, the Uncertificated Lower-Tier Regular Interest
Y-3 Principal Distribution Amount and the Uncertificated Lower-Tier
Regular Interest Z-3 Principal Distribution Amount, respectively;
(d) To the extent of the Pool Distribution Amount for
Loan Group 4:
(i) first, to Uncertificated Lower-Tier Regular
Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued
Interest for such regular interests remaining unpaid from previous
Distribution Dates, pro rata according to their respective shares of
such unpaid amounts;
(ii) second, to Uncertificated Lower-Tier Regular
Interests Y-4 and Z-4, concurrently, the Uncertificated Accrued
Interest for such regular interests for the current Distribution Date,
pro rata according to their respective Uncertificated Accrued Interest;
and
(iii) third, to Uncertificated Lower-Tier Regular
Interests Y-4 and Z-4, the Uncertificated Lower-Tier Regular Interest
Y-4 Principal Distribution Amount and the Uncertificated Lower-Tier
Regular Interest Z-4 Principal Distribution Amount, respectively; and
(e) To the extent of the Pool Distribution Amount for
each Loan Group for such Distribution Date remaining after payment of the
amounts pursuant to paragraphs (a) through (d) of this definition of "Lower-Tier
Distribution Amount":
(i) first, to each of the Uncertificated
Lower-Tier Regular Interests, pro rata according to the amount of
unreimbursed Realized Losses allocable to principal previously
allocated to each such regular interests; provided, however, that any
amounts distributed pursuant to this paragraph (e)(i) of this
definition of "Lower-Tier Distribution Amount" shall not cause a
reduction in the Uncertificated Principal Balances of any of the
Uncertificated Lower-Tier Regular Interests; and
(ii) second, to the Class 1-A-R Certificates in
respect of Component I thereof, any remaining amount.
Lower-Tier Realized Losses: Realized Losses on each Loan Group
shall be allocated to the Uncertificated Lower-Tier Regular Interests as
follows: (1) the interest portion of Realized Losses on Group 1 Mortgage Loans,
if any, shall be allocated among Uncertificated Lower-Tier Regular Interests Y-1
and Z-1 pro rata according to the amount of interest accrued but unpaid thereon,
in reduction thereof; (2) the interest portion of Realized Losses on Group 2
Mortgage Loans, if any, shall be allocated among Uncertificated Lower-Tier
Regular Interests Y-2 and Z-2 pro rata according to the amount of interest
accrued but unpaid thereon, in reduction thereof; (3) the interest portion of
Realized Losses on Group 3 Mortgage Loans, if any, shall be allocated among
Uncertificated Lower-Tier Regular Interests Y-3 and Z-3 pro rata according to
the amount of interest accrued but unpaid thereon, in reduction thereof; and (4)
the interest portion of Realized Losses on Group 4 Mortgage Loans, if any, shall
be allocated among Uncertificated Lower-Tier Regular Interests Y-4 and Z-4 pro
rata according to the amount of
15
interest accrued but unpaid thereon, in reduction thereof. Any interest portion
of such Realized Losses in excess of the amount allocated pursuant to the
preceding sentence shall be treated as a principal portion of Realized Losses
not attributable to any specific Mortgage Loan in such Loan Group and allocated
pursuant to the succeeding sentences. The principal portion of Realized Losses
with respect to each Loan Group shall be allocated to the Uncertificated
Lower-Tier Regular Interests as follows: (1) the principal portion of Realized
Losses on Group 1 Mortgage Loans shall be allocated, first, to Uncertificated
Lower-Tier Regular Interest Y-1 to the extent of the Uncertificated Lower-Tier
Regular Interest Y-1 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such regular interest and, second, the
remainder, if any, of such principal portion of such Realized Losses shall be
allocated to Uncertificated Lower-Tier Regular Interest Z-1 in reduction of the
Uncertificated Principal Balance thereof; (2) the principal portion of Realized
Losses on Group 2 Mortgage Loans shall be allocated, first, to Uncertificated
Lower-Tier Regular Interest Y-2 to the extent of the Uncertificated Lower-Tier
Regular Interest Y-2 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such regular interest and, second, the
remainder, if any, of such principal portion of such Realized Losses shall be
allocated to Uncertificated Lower-Tier Regular Interest Z-2 in reduction of the
Uncertificated Principal Balance thereof; (3) the principal portion of Realized
Losses on Group 3 Mortgage Loans shall be allocated, first, to Uncertificated
Lower-Tier Regular Interest Y-3 to the extent of the Uncertificated Lower-Tier
Regular Interest Y-3 Principal Reduction Amount in reduction of the
Uncertificated Principal Balance of such regular interest and, second, the
remainder, if any, of such principal portion of such Realized Losses shall be
allocated to Uncertificated Lower-Tier Regular Interest Z-3 in reduction of the
Uncertificated Principal Balance thereof; and (4) the principal portion of
Realized Losses on Group 4 Mortgage Loans shall be allocated, first, to
Uncertificated Lower-Tier Regular Interest Y-4 to the extent of the
Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount in
reduction of the Uncertificated Principal Balance of such regular interest and,
second, the remainder, if any, of such principal portion of such Realized Losses
shall be allocated to Uncertificated Lower-Tier Regular Interest Z-4 in
reduction of the Uncertificated Principal Balance thereof.
Lower-Tier REMIC: As defined in the Preliminary Statement.
Master Servicer: As of the Closing Date, Xxxxx Fargo Bank,
National Association and, thereafter, its respective successors in interest that
meet the qualifications as Master Servicer and Certificate Administrator
pursuant to this Agreement.
Master Servicer Certification: A written certification
covering servicing of the Mortgage Loans by the Servicers and signed by an
officer of the Master Servicer that complies with (i) the Xxxxxxxx-Xxxxx Act of
2002, as amended from time to time, and (ii) the February 21, 2003 Statement by
the Staff of the Division of Corporation Finance of the Securities and Exchange
Commission Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules
13a-14 and 15d-14, 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 Statement
referred to in clause (ii) is modified or superceded by any subsequent
statement, rule or regulation of the Securities and Exchange 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
16
substance of the required certification and results in the required
certification being, in the reasonable judgment of the Master Servicer,
materially more onerous than the form of the required certification as of the
Closing Date, the Master Servicer Certification shall be as agreed to by the
Master Servicer and the Depositor following a negotiation in good faith to
determine how to comply with any such new requirements.
Master Servicing Fee: With respect to each Loan Group and
Distribution Date, a fee in an amount equal to one-twelfth the product of the
Master Servicing Fee Rate and the Pool Stated Principal Balance.
Master Servicing Fee Rate: 0.0125% per annum.
MERS: As defined in Section 2.01(b)(iii).
Monthly Payment: The scheduled monthly payment on a Mortgage
Loan due on any Due Date allocable to principal and/or interest on such Mortgage
Loan which, unless otherwise specified herein, shall give effect to any related
Debt Service Reduction, Deficient Valuation or Relief Act Reduction that affects
the amount of the monthly payment due on such Mortgage Loan.
Moody's: Xxxxx'x Investors Service, Inc. or any successor
thereto.
Mortgage: The mortgage, deed of trust or other instrument
creating a lien on a Mortgaged Property securing a Mortgage Note or creating a
lien on a leasehold interest.
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 Interest Rate: As to any Mortgage Loan, the per annum
rate of interest at which interest accrues on the principal balance of such
Mortgage Loan, as adjusted from time to time in accordance with the provisions
of the related Mortgage Note, which rate is (a) prior to the first Rate
Adjustment Date for each such Mortgage Loan, the Mortgage Interest Rate for such
Mortgage Loan indicated on the Mortgage Loan Schedule and (b) from and after
such Rate Adjustment Date, sum of the Index, as of the Rate Adjustment Date
applicable to such Due Date, and the Gross Margin, rounded as set forth in such
Mortgage Note, subject to the Initial Cap, the Periodic Cap and the Lifetime Cap
applicable to such Mortgage Loan at any time during the life of such Mortgage
Loan.
Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated November 22, 2005, between Wachovia Bank, National Association,
as seller, and the Depositor, as purchaser.
Mortgage Loan Schedule: The list of Mortgage Loans (as from
time to time amended by the applicable Servicer to reflect the addition of
Substitute Mortgage Loans and the deletion of Defective Mortgage Loans pursuant
to the provisions of this Agreement) attached hereto as Exhibit X-0, Xxxxxxx
X-0, Xxxxxxx X-0 and Exhibit D-4. The Mortgage Loan Schedule shall set forth the
following information with respect to each Mortgage Loan: (i) the Mortgage Loan
identifying number; (ii) a code indicating whether the Mortgaged Property is
owner-
17
occupied; (iii) the property type for each Mortgaged Property; (iv) the
original months to maturity or the remaining months to maturity from the Cut-Off
Date; (v) the Loan-to-Value Ratio as of the Cut-off Date; (vi) the Mortgage
Interest Rate as of the Cut-off Date; (vii) the date on which the first Monthly
Payment was due on the Mortgage Loan, and, if such date is not the Due Date
currently in effect, such Due Date; (viii) the stated maturity date; (ix) the
amount of the Monthly Payment as of the Cut-Off Date; (x) the paid-through date;
(xi) the original principal amount of the Mortgage Loan; (xii) the principal
balance of the Mortgage Loan as of the close of business on the Cut-Off Date,
after application of payments of principal due on or before the Cut-Off Date,
whether or not collected, and after deduction of any payments collected of
scheduled principal due after the Cut-Off Date; (xiii) a code indicating the
purpose of the Mortgage Loan; (xiv) a code indicating the documentation style;
(xv) the Appraised Value; (xvi) the first Rate Adjustment Date; (xvii) the Rate
Ceiling; (xviii) the Initial Cap; (xix) the Periodic Cap; (xx) the Gross Margin;
and (xxi) the closing date of such Mortgage Loan. With respect to the Mortgage
Loans in each Loan Group in the aggregate, the Mortgage Loan Schedule shall set
forth the following information, as of the Cut-Off Date: (i) the number of
Mortgage Loans; (ii) the current aggregate outstanding principal balance of the
Mortgage Loans; (iii) the weighted average Mortgage Interest Rate of the
Mortgage Loans; and (iv) the weighted average months to maturity of the Mortgage
Loans.
Mortgage Loans: The mortgage loans identified in the Mortgage
Loan Schedule.
Mortgage Note: The originally executed note or other evidence
of indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage
Loan, together with all riders thereto and amendments thereof.
Mortgaged Property: The underlying property securing a
Mortgage Loan, which may include Co-op Shares or residential long-term leases.
Mortgagor: The obligor on a Mortgage Note.
National City: As defined in the recitals hereto.
National City Mortgage Loans: The Mortgage Loans
serviced by National City or any successor thereto as a Servicer hereunder.
Net Mortgage Interest Rate: As to any Mortgage Loan and any
Distribution Date, such Mortgage Loan's Mortgage Interest Rate thereon on the
first day of the month preceding the month of the related Distribution Date
reduced by the Servicing Fee Rate and the Master Servicing Fee Rate.
Net WAC: As to any Loan Group and any Distribution Date, the
weighted average of the Net Mortgage Interest Rates of the Mortgage Loans in
such Loan Group (based on Stated Principal Balances of the Mortgage Loans in
such Loan Group on the Due Date in the month preceding the month of such
Distribution Date).
Non-Supported Interest Shortfalls: As to any Distribution
Date, the amount, if any, by which the aggregate of Prepayment Interest
Shortfalls exceeds Compensating Interest for such Distribution Date.
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Non-U.S. Person: A Person other than a U.S. Person.
Nonrecoverable Advance: Any portion of an Advance previously
made or proposed to be made in respect of a Mortgage Loan which has not been
previously reimbursed and which, in the good faith judgment of the Master
Servicer or the Servicer servicing such Mortgage Loan, will not or, in the case
of a proposed Advance, would not be ultimately recoverable from the related
Mortgagor, related Liquidation Proceeds, or other recoveries in respect of the
related Mortgage Loan.
Officer's Certificate: A certificate signed by the Chairman of
the Board, Vice Chairman of the Board, President or a Vice President and by the
Treasurer, the Secretary or one of the Assistant Treasurers or Assistant
Secretaries, or any other duly authorized officer of the Depositor, the Master
Servicer or a Servicer, as the case may be.
Opinion of Counsel: A written opinion of counsel acceptable to
the Trustee if such opinion is delivered to the Trustee or acceptable to the
Certificate Administrator if such opinion is delivered to the Certificate
Administrator, who may be counsel for the Depositor, the Master Servicer or a
Servicer, except that any opinion of counsel relating to the qualification of
the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC or compliance with the
REMIC Provisions must be an opinion of Independent counsel.
Original Fractional Interest: With respect to each of the
following Classes of Subordinate Certificates, the corresponding percentage
described below, as of the Closing Date:
Class B-1 1.80%
Class B-2 1.10%
Class B-3 0.75%
Class B-4 0.45%
Class B-5 0.20%
Class B-6 0.00%
Original Subordinate Certificate Balance: $16,254,065.44.
OTS: The Office of Thrift Supervision.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan
which was not the subject of a Principal Prepayment in Full prior to such Due
Date, which did not become a Liquidated Mortgage Loan prior to such Due Date and
which was not purchased from the Trust prior to such Due Date pursuant to
Sections 2.02 or 2.04.
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: As to each Class of interest-bearing
Certificates, the per annum rate set forth in the Preliminary Statement.
19
Percentage Interest: As to any Certificate, the percentage
obtained by dividing the initial Certificate Balance of such Certificate by the
Initial Class Certificate Balance of the Class of which such Certificate is a
part.
Periodic Advance: The payment required to be made by a
Servicer with respect to any Distribution Date pursuant to Section 3.20, the
amount of any such payment being equal to the aggregate of Monthly Payments (net
of the Servicing Fee for such Servicer) on the Mortgage Loans serviced by such
Servicer (including any REO Property) that were due on the related Due Date and
not received as of the close of business on the related Determination Date, less
the aggregate amount of any such delinquent payments that such Servicer has
determined would constitute a Nonrecoverable Advance if advanced.
Periodic Cap: For each Mortgage Loan, the applicable limit on
adjustment of the Mortgage Interest Rate for each Rate Adjustment Date (other
than the initial Rate Adjustment Date) specified in the applicable Mortgage Note
and designated as such in the Mortgage Loan Schedule.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal
and interest by the United States, FHLMC, FNMA or any agency or
instrumentality of the United States when such obligations are backed
by the full faith and credit of the United States; provided that such
obligations of FHLMC or FNMA shall be limited to senior debt
obligations and mortgage participation certificates other than
investments in mortgage-backed or mortgage participation securities
with yields evidencing extreme sensitivity to the rate of principal
payments on the underlying mortgages, which shall not constitute
Permitted Investments hereunder;
(ii) repurchase agreements on obligations
specified in clause (i) maturing not more than one month from the date
of acquisition thereof with a corporation incorporated under the laws
of the United States or any state thereof rated not lower than "A-1+"
by S&P, "F-1" by Fitch and "P-1" by Moody's;
(iii) federal funds, certificates of deposit,
demand deposits, time deposits and bankers' acceptances (which shall
each have an original maturity of not more than 90 days and, in the
case of bankers' acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more than 30
days) denominated in United States dollars of any U.S. depository
institution incorporated under the laws of the United States or any
state thereof, rated not lower than "A-1+" by S&P, "F-1" by Fitch and
"P-1" by Moody's;
(iv) commercial paper (having original maturities
of not more than 365 days) of any corporation incorporated under the
laws of the United States or any state thereof which is rated not lower
than "A-1+" by S&P, "F-1" by Fitch and "P-1" by Moody's;
(v) investments in money market funds (including
funds of the institutions acting as Trustee, Master Servicer,
Certificate Administrator or their
20
affiliates, or funds for which an affiliate of the institutions acting
as Trustee, Master Servicer or Certificate Administrator acts as
advisor, as well as funds for which the institutions acting as Trustee,
Master Servicer or Certificate Administrator and its respective
affiliates may receive compensation) rated either "AAA" by S&P, "AAA"
by Fitch and "Aaa" by Moody's or otherwise approved in writing by each
Rating Agency; and
(vi) other obligations or securities that are
acceptable to each Rating Agency (but which, in no event, are rated
below the top two rating categories by each Rating Agency) and, as
evidenced by an Opinion of Counsel obtained by the Servicers, will not
affect the qualification of the Upper-Tier REMIC or the Lower-Tier
REMIC as a REMIC;
provided, however, that no instrument shall be a Permitted Investment if it
represents either (a) the right to receive only interest payments with respect
to the underlying debt instrument or (b) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest with respect to such instrument provide a yield to
maturity greater than 120% of the yield to maturity at par of such underlying
obligations.
Permitted Transferee: Any Person other than (i) the United
States, or any State or any political subdivision thereof, or any agency or
instrumentality of any of the foregoing, (ii) a foreign government,
international organization or any agency or instrumentality of either of the
foregoing, (iii) an organization which is exempt from tax imposed by Chapter 1
of the Code (including the tax imposed by Section 511 of the Code on unrelated
business taxable income) (except certain farmers' cooperatives described in Code
Section 521), (iv) rural electric and telephone cooperatives described in Code
Section 1381(a)(2)(C), (v) a U.S. Person with respect to whom income is
attributable to a foreign permanent establishment or fixed base (within the
meaning of an applicable income tax treaty) of such Person or any other Person
and (vi) any other Person so designated by the Servicer based on an Opinion of
Counsel to the effect that any transfer to such Person may cause the Trust or
any other Holder of a Residual Certificate to incur tax liability that would not
be imposed other than on account of such transfer. The terms "United States,"
"State" and "international organization" shall have the meanings set forth in
Code Section 7701 or successor provisions.
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, or any other entity or organization, whether or not a legal entity.
Physical Certificates: The Class 1-A-R, Class B-4, Class B-5
and Class B-6 Certificates.
Plan: As defined in Section 6.02(e).
Pool Distribution Amount: As to any Distribution Date and Loan
Group, the excess of (a) the sum of (i) the aggregate of (A) the interest
portion of any Monthly Payment on a Mortgage Loan in such Loan Group (net of the
Servicing Fee for the Servicer of such Loan
21
Group) and the principal portion of any Monthly Payment on a Mortgage Loan in
such Loan Group due on the Due Date in the month in which such Distribution Date
occurs and which is received prior to the related Determination Date and (B) all
Periodic Advances and payments of Compensating Interest made by such Servicer in
respect of such Loan Group and Distribution Date deposited to the Servicer
Custodial Account pursuant to Section 3.08(b)(vii), or any Periodic Advances or
payments of Compensating Interest deposited by the Master Servicer in the
Certificate Account pursuant to Section 3.08(f)(ii); (ii) all Liquidation
Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan
Group during the preceding calendar month and deposited to the applicable
Servicer Custodial Account pursuant to Section 3.08(b)(iii) or to the
Certificate Account pursuant to Section 3.08(f)(iii); (iii) all Principal
Prepayments received on the Mortgage Loans in such Loan Group during the month
preceding the month of such Distribution Date and deposited to the applicable
Servicer Custodial Account pursuant to Section 3.08(b)(i) during such period;
(iv) in connection with Defective Mortgage Loans in such Loan Group, as
applicable, the aggregate of the Repurchase Prices and Substitution Adjustment
Amounts deposited on the related Remittance Date pursuant to Section 3.08(b)
(vi); (v) any other amounts in the applicable Servicer Custodial Account
deposited therein pursuant to Sections 3.08(b)(iv), (v) and (viii), and any
other amounts in the Certificate Account deposited therein pursuant to Sections
3.08(f)(iv), (v) or (vi), in respect of such Distribution Date and such Loan
Group; and (vi) any Subsequent Recovery with respect to such Distribution Date
over (b) any (i) amounts permitted to be withdrawn from the applicable Servicer
Custodial Account pursuant to clauses (i) through (ix), inclusive, of Section
3.11(a) in respect of such Loan Group and (ii) amounts permitted to be withdrawn
from the Certificate Account pursuant to Section 3.11(b) in respect of such Loan
Group; provided that any amounts withdrawn pursuant to clauses (iii), (iv) and
(vii) of Section 3.11(a) and clauses (ii) and (v) of Section 3.11(b) shall be
allocated in reduction of the Pool Distribution Amount for each Loan Group on a
pro rata basis in accordance with the Pool Stated Principal Balances for such
Distribution Date.
Pool Stated Principal Balance: As to any Distribution Date and
Loan Group, the aggregate Stated Principal Balances of all Mortgage Loans in
such Loan Group that were Outstanding Mortgage Loans immediately following the
Due Date in the month preceding the month in which such Distribution Date
occurs.
Prepayment Interest Shortfall: As to any Distribution Date and
each Mortgage Loan subject to a Principal Prepayment received during the
calendar month preceding such Distribution Date, the amount, if any, by which
one month's interest at the related Mortgage Interest Rate (net of the Servicing
Fee for the Servicer servicing such Mortgage Loan) on such Principal Prepayment
exceeds the amount of interest paid in connection with such Principal
Prepayment.
Primary Insurance Policy: Each policy of primary mortgage
guaranty insurance or any replacement policy therefor with respect to any
Mortgage Loan, in each case issued by an insurer acceptable to FNMA or FHLMC.
Principal Amount: As to any Distribution Date and a Loan
Group, the sum of (a) the principal portion of each Monthly Payment due on each
Mortgage Loan in such Loan Group on the related Due Date, (b) the principal
portion of the Repurchase Price of each Mortgage Loan in such Loan Group that
was repurchased by the Depositor pursuant to this Agreement as of such
22
Distribution Date, (c) any Substitution Adjustment Amount in connection with a
Defective Mortgage Loan in such Loan Group received with respect to such
Distribution Date, (d) any Liquidation Proceeds allocable to recoveries of
principal of Mortgage Loans in such Loan Group that are not yet Liquidated
Mortgage Loans received during the calendar month preceding the month of such
Distribution Date, (e) with respect to each Mortgage Loan in such Loan Group
that became a Liquidated Mortgage Loan during the calendar month preceding the
month of such Distribution Date, the amount of Liquidation Proceeds (excluding
Excess Proceeds) allocable to principal received with respect to such Mortgage
Loan during the calendar month preceding the month of such Distribution Date,
(f) any Subsequent Recoveries received by the Servicers during the calendar
month preceding the month of such Distribution Date, and (g) all Principal
Prepayments on the Mortgage Loans in such Loan Group received during the
calendar month preceding the month of such Distribution Date.
Principal Prepayment: Any payment or other recovery of
principal on a Mortgage Loan (other than Liquidation Proceeds) which is received
in advance of its scheduled Due Date and is not accompanied by an amount of
interest representing scheduled interest due on any date in any month subsequent
to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment of the
entire principal balance of a Mortgage Loan.
Private Certificates: The Class B-4, Class B-5 and Class B-6
Certificates.
Pro Rata Share: As to any Distribution Date and any Class of
Subordinate Certificates that is not a Restricted Class, the portion of the
Subordinate Principal Distribution Amount allocable to such Class, equal to the
product of the Subordinate Principal Distribution Amount for such Distribution
Date and a fraction, the numerator of which is the related Class Certificate
Balance thereof and the denominator of which is the aggregate Class Certificate
Balance of the Subordinate Certificates that are not Restricted Classes. Solely
with respect to Unscheduled Principal Payments, the Pro Rata Share of a
Restricted Class shall be 0%. The Pro Rata Share of a Class of Subordinate
Certificates may be computed for each of clause (i) and clause (ii) of the
definition of "Subordinate Principal Distribution Amount" in the event the
Restricted Classes differ with respect to each clause.
Qualified Appraiser: An appraiser of a Mortgaged Property duly
appointed by the originator of the related Mortgage Loan, who had no interest,
direct or indirect, in such Mortgaged Property or in any loan made on the
security thereof, whose compensation is not affected by the approval or
disapproval of the related Mortgage Loan and who met the minimum qualifications
of FNMA or FHLMC.
Rate Adjustment Date: As to each Mortgage Loan, the Due Date
on which an adjustment to the Mortgage Interest Rate of such Mortgage Loan
becomes effective under the related Mortgage Note, which Due Date is the date
set forth in the Mortgage Loan Schedule as the first Rate Adjustment Date and
each subsequent anniversary thereof.
Rate Ceiling: The maximum per annum Mortgage Interest Rate
permitted under the related Mortgage Note.
23
Rating Agency: Each of S&P and Fitch. If any such organization
or a successor is no longer in existence, "Rating Agency" shall be such
nationally recognized statistical rating organization, or other comparable
Person, as is designated by the Depositor, notice of which designation shall be
given to the Certificate Administrator and the Trustee. References herein to a
given rating or rating category of a Rating Agency shall mean such rating
category without giving effect to any modifiers.
Realized Loss: With respect to each Liquidated Mortgage Loan,
an amount as of the date of such liquidation, as reported by the related
Servicer to the Certificate Administrator, equal to (i) the unpaid principal
balance of the Liquidated Mortgage Loan as of the date of such liquidation, plus
(ii) interest at the Net Mortgage Interest Rate from the Due Date as to which
interest was last paid to Certificateholders up to the Due Date in the month in
which Liquidation Proceeds are required to be distributed on the Stated
Principal Balance of such Liquidated Mortgage Loan from time to time, minus
(iii) the Liquidation Proceeds, if any, received during the month in which such
liquidation occurred, to the extent applied as recoveries of interest at the Net
Mortgage Interest Rate and to principal of the Liquidated Mortgage Loan. In
addition, to the extent the applicable 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 reduce the Class Certificate Balance of any Class of Certificates on any
Distribution Date. With respect to each Mortgage Loan that has become the
subject of a Deficient Valuation, if the principal amount due under the related
Mortgage Note has been reduced, the difference between the principal balance of
the Mortgage Loan outstanding immediately prior to such Deficient Valuation and
the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation, as reported by the related Servicer to the Certificate Administrator.
With respect to each Mortgage Loan that has become the subject of a Debt Service
Reduction and any Distribution Date, the amount, if any, by which the principal
portion of the related Monthly Payment has been reduced as reported by the
related Servicer to the Certificate Administrator.
Record Date: The last day of the month (or, if such day is not
a Business Day, the preceding Business Day) preceding the month of the related
Distribution Date.
Refinance Mortgage Loan: Any Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.
Regular Certificates: As defined in the Preliminary Statement
hereto.
Related Group: With respect to Loan Group 1, means Group 1;
with respect to Loan Group 2, means Group 2; with respect to Loan Group 3, means
Group 3; and with respect to Loan Group 4, means Group 4.
Related Loan Group: With respect to the Group 1-A
Certificates, Loan Group 1, with respect to the Group 2-A Certificates, Loan
Group 2, with respect to the Group 3-A Certificates, Loan Group 3, and with
respect to the Group 4-A Certificates, Loan Group 4.
Relief Act: The Servicemembers' Civil Relief Act, as amended.
24
Relief Act Reduction: With respect to any Distribution Date,
for any Mortgage Loan as to which there has been a reduction in the amount of
interest collectible thereon for the most recently ended calendar month as a
result of the application of the Relief Act or comparable state legislation, the
amount, if any, by which (i) interest collectible on such Mortgage Loan for the
most recently ended calendar month is less than (ii) interest accrued pursuant
to the terms of the Mortgage Note on the same principal amount and for the same
period as the interest collectible on such Mortgage Loan for the most recently
ended calendar month.
REMIC: A "real estate mortgage investment conduit" within
the meaning of Section 860D of the Code.
REMIC Certificate Maturity Date: The "latest possible maturity
date" of the Regular Certificates as that term is defined in Section 2.08.
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 promulgated thereunder, as the foregoing may be in
effect from time to time, as well as provisions of applicable state laws.
Remittance Date: As to any Distribution Date, by 2:00 p.m.
Eastern time on the second Business Day immediately preceding such Distribution
Date.
REO Proceeds: Proceeds, net of any related expenses of the
Servicer, received in respect of any REO Property (including, without
limitation, proceeds from the rental of the related Mortgaged Property) which
are received prior to the final liquidation of such Mortgaged Property.
REO Property: A Mortgaged Property acquired by the Servicer on
behalf of the Trust through foreclosure or deed-in-lieu of foreclosure in
connection with a Defaulted Mortgage Loan.
Repurchase Price: As to any Defective Mortgage Loan
repurchased on any date pursuant to Sections 2.02 or 2.04, an amount equal to
the sum of (i) the unpaid principal balance thereof, (ii) the unpaid accrued
interest thereon at the applicable Mortgage Interest Rate from the Due Date to
which interest was last paid by the Mortgagor to the first day of the month
following the month in which such Mortgage Loan became required to be
repurchased, and (iii) any costs and damages incurred by the Trust in connection
with a breach of the representation contained in Section 7(iii) of the Mortgage
Loan Purchase Agreement as a result of any violation of any predatory or abusive
lending law with respect to such Mortgage Loan.
Request for Release: The Request for Release submitted by the
Servicer to the Custodian, substantially in the form of Exhibit E.
Required Insurance Policy: With respect to any Mortgage Loan,
any insurance policy which is required to be maintained from time to time under
this Agreement in respect of such Mortgage Loan.
Residual Certificates: The Class 1-A-R Certificates.
25
Responsible Officer: When used with respect to the Trustee or
the Certificate Administrator, any officer of the Corporate Trust Department of
the Trustee or Certificate Administrator, as the case may be, including any
Senior Vice President, any Vice President, any Assistant Vice President, any
Assistant Secretary, any Trust Officer or Assistant Trust Officer, or any other
officer of the Trustee or Certificate Administrator, as the case may be,
customarily performing functions similar to those performed by any of the above
designated officers and, in each case, having responsibility for the
administration of this Agreement.
Restricted Classes: As defined in Section 5.02(d).
S&P: Standard & Poor's, a Division of The XxXxxx-Xxxx
Companies, Inc., and its successors in interest.
Seller: Wachovia Bank, National Association, as seller of the
Mortgage Loans under the Mortgage Loan Purchase Agreement.
Senior Certificates: The Class A Certificates.
Senior Credit Support Depletion Date: The date on which
the aggregate Class Certificate Balance of the Subordinate Certificates is
reduced to zero.
Senior Percentage: With respect to any Distribution Date and a
Loan Group, the percentage, carried six places rounded up, obtained by dividing
the aggregate Class Certificate Balance of the Senior Certificates of the
Related Loan Group immediately prior to such Distribution Date by the Pool
Stated Principal Balance of such Loan Group immediately prior to such
Distribution Date.
Senior Prepayment Percentage: For any Distribution Date and a
Loan Group during the seven years beginning on the first Distribution Date,
100%. The Senior Prepayment Percentage for any Distribution Date and a Loan
Group occurring on or after the seven year anniversary of the first Distribution
Date will, except as provided herein, be as follows: for any Distribution Date
in the first year thereafter, the Senior Percentage for such Loan Group plus 70%
of the Subordinate Percentage for such Loan Group for such Distribution Date;
for any Distribution Date in the second year thereafter, the Senior Percentage
for such Loan Group plus 60% of the Subordinate Percentage for such Loan Group
for such Distribution Date; for any Distribution Date in the third year
thereafter, the Senior Percentage for such Loan Group plus 40% of the
Subordinate Percentage for such Loan Group for such Distribution Date; for any
Distribution Date in the fourth year thereafter, the Senior Percentage for such
Loan Group plus 20% of the Subordinate Percentage for such Loan Group for such
Distribution Date; and for any Distribution Date in the fifth or later years
thereafter, the Senior Percentage for such Loan Group for such Distribution Date
(unless on any of the foregoing Distribution Dates the Total Senior Percentage
exceeds the initial Total Senior Percentage, in which case the Senior Prepayment
Percentage for Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4 for
such Distribution Date will once again equal 100%); provided, however, if on any
Distribution Date prior to the December 2008 Distribution Date, prior to giving
effect to any distributions, the Aggregate Subordinate Percentage is greater
than or equal to twice such percentage calculated as of the Closing Date, then
the Senior Prepayment Percentage for each Loan Group for such
26
Distribution Date will equal the Senior Percentage for such Loan Group plus 50%
of the Subordinate Percentage for such Loan Group; provided further, however, if
on or after the December 2008 Distribution Date, prior to giving effect to any
distributions, the Aggregate Subordinate Percentage is greater than or equal to
twice such percentage calculated as of the Closing Date, then the Senior
Prepayment Percentage for each Loan Group for such Distribution Date will equal
the Senior Percentage for such Loan Group. Notwithstanding the foregoing, no
decrease in the Senior Prepayment Percentage for any Loan Group will occur
unless both of the Senior Step Down Conditions are satisfied.
Senior Principal Distribution Amount: As to any Distribution
Date and Loan Group, the sum of (i) the Senior Percentage for such Loan Group of
the amounts described in clauses (a) through (d) of the definition of "Principal
Amount" for such Distribution Date and Loan Group and (ii) the Senior Prepayment
Percentage for such Loan Group of the amounts described in clauses (e), (f) and
(g) of the definition of "Principal Amount" for such Distribution Date and Loan
Group.
Senior Step Down Conditions: As of any Distribution Date as to
which any decrease in the Senior Prepayment Percentage for any Loan Group
applies, (i) the outstanding principal balance of all Mortgage Loans (including,
for this purpose, any Mortgage Loans in foreclosure or any REO Property)
delinquent 60 days or more (averaged over the preceding six month period), as a
percentage of the aggregate Class Certificate Balance of the Subordinate
Certificates, is not equal to or greater than 50% or (ii) cumulative Realized
Losses with respect to the Mortgage Loans as of the applicable Distribution Date
do not exceed the percentages of the Original Subordinate Certificate Balance
set forth below:
Percentage of
Original Subordinate
Distribution Date Occurring Certificate Balance
December 2005 through November 2008 20%
December 2008 through November 2013 30%
December 2013 through November 2014 35%
December 2014 through November 2015 40%
December 2015 through November 2016 45%
December 2016 and thereafter 50%
Servicers: National City with respect to the National City
Mortgage Loans and SunTrust with respect to the SunTrust Mortgage Loans, or, in
either case, its successor in interest, in its capacity as servicer of the
related Mortgage Loans, or any successor servicer appointed as herein provided.
27
Servicer Advance Date: As to any Distribution Date, 2:00 p.m.,
Eastern time, on the second Business Day immediately preceding such Distribution
Date.
Servicer Custodial Account: Each separate Eligible Account or
Accounts created and maintained by the Servicers pursuant to Section 3.08(b).
Servicer's Certificate: The Monthly Report required by
Section 4.01.
Servicing Advances: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in the performance by a Servicer of
its servicing obligations, including, but not limited to (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) expenses reimbursable
to such Servicer pursuant to Section 3.14 and any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Section 3.12.
Servicing Fee: With respect to each Mortgage Loan and
Distribution Date, the amount of the fee payable to the Servicer servicing such
Mortgage Loan, which shall, for such Distribution Date, be equal to one-twelfth
of the product of the Servicing Fee Rate with respect to such Mortgage Loan and
the Stated Principal Balance of such Mortgage Loan, subject to reduction as
provided in Section 3.17. Such fee shall be payable monthly, computed on the
basis of the same Stated Principal Balance and period respecting which any
related interest payment on a Mortgage Loan is computed. A Servicer's right to
receive the Servicing Fee for Mortgage Loans serviced by such Servicer is
limited to, and payable solely from, the interest portion (including recoveries
with respect to interest from Liquidation Proceeds and other proceeds, to the
extent permitted by Section 3.11) of related Monthly Payments collected by such
Servicer, or as otherwise provided under Section 3.11.
Servicing Fee Rate: With respect to each Mortgage Loan
serviced by National City, 0.25% per annum, and with respect to each Mortgage
Loan serviced by SunTrust, 0.375% per annum.
Servicing Officer: Any officer of the Master Servicer or a
Servicer involved in, or responsible for, the administration and master
servicing or servicing of the related Mortgage Loans whose name appears on a
list of servicing officers furnished to the Certificate Administrator and the
Trustee by the Master Servicer or such Servicer as such list may from time to
time be amended.
Similar Law: As defined in Section 6.02(e).
Stated Principal Balance: As to any Mortgage Loan and date,
the unpaid principal balance of such Mortgage Loan as of the Due Date
immediately preceding such date as specified in the amortization schedule at the
time relating thereto (before any adjustment to such amortization schedule by
reason of any moratorium or similar waiver or grace period) after giving effect
to any previous partial Principal Prepayments and Liquidation Proceeds allocable
to principal (other than with respect to any Liquidated Mortgage Loan) and to
the payment of principal due on such Due Date and irrespective of any
delinquency in payment by the related Mortgagor, and after giving effect to any
Deficient Valuation, plus any amounts capitalized as a result of modifications
to such Mortgage Loan pursuant to Section 3.21.
28
Subordinate Certificates: The Class B Certificates.
Subordinate Percentage: As of any Distribution Date and
Loan Group, 100% minus the Senior Percentage for such Loan Group for such
Distribution Date.
Subordinate Prepayment Percentage: As to any Distribution
Date and Loan Group, 100% minus the Senior Prepayment Percentage for such Loan
Group for such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and Loan Group, an amount equal to the sum of (i) the
Subordinate Percentage for such Loan Group of all amounts described in clauses
(a) through (d) of the definition of "Principal Amount" for such Distribution
Date and Loan Group and (ii) the Subordinate Prepayment Percentage of the
amounts described in clauses (e), (f) and (g) of the definition of "Principal
Amount" for such Distribution Date and Loan Group.
Subsequent Recovery: As to any Distribution Date and Loan
Group, the sum of all amounts received during the calendar month preceding the
month of such Distribution Date on each Mortgage Loan in such Loan Group
subsequent to such Mortgage Loan being determined to be a Liquidated Mortgage
Loan.
Subservicer: Any Person with which a Servicer has entered into
a Subservicing Agreement and which satisfies the requirements set forth therein.
Subservicing Agreement: Any subservicing agreement (which, in
the event the Subservicer is an affiliate of the related Servicer, need not be
in writing) between a Servicer and any Subservicer relating to servicing and/or
administration of certain Mortgage Loans as provided in Section 3.02.
Substitute Mortgage Loan: A Mortgage Loan substituted for a
Defective Mortgage Loan which must, on the date of such substitution (i) have a
Stated Principal Balance, after deduction of the principal portion of the
Monthly Payment due in the month of substitution, not in excess of, and not more
than 10% less than, the Stated Principal Balance of the Defective Mortgage Loan;
(ii) have a Net Mortgage Interest Rate equal to that of the Defective Mortgage
Loan; (iii) have a Loan-to-Value Ratio not higher than that of the Defective
Mortgage Loan; (iv) have a Gross Margin equal to that of the Defective Mortgage
Loan; (v) have an Initial Cap, a Periodic Cap and Rate Ceiling equal to that of
the Defective Mortgage Loan; (vi) have the same Index and frequency of mortgage
interest rate adjustment as 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 Defective Mortgage Loan; and (viii) comply, as of the date of substitution,
with each Mortgage Loan representation and warranty set forth in this Agreement
relating to the Defective Mortgage Loan. More than one Substitute Mortgage Loan
may be substituted for a Defective Mortgage Loan if such Substitute Mortgage
Loans meet the foregoing attributes in the aggregate.
Substitution Adjustment Amount: As defined in Section 2.02.
SunTrust: As defined in the recitals hereto.
29
SunTrust Mortgage Loans: The Mortgage Loans serviced by
SunTrust or any successor thereto as a Servicer hereunder.
Tax Matters Person: Any person designated as "tax matters
person" in accordance with Section 5.06 and the manner provided under Treasury
Regulation ss. 1.860F-4(d) and Treasury Regulation ss. 301.6231(a)(7)-1.
Total Senior Percentage: With respect to any Distribution
Date, the percentage, carried six places rounded up, obtained by dividing the
aggregate Class Certificate Balance of the Class A Certificates immediately
prior to such Distribution Date by the aggregate Pool Stated Principal Balance
of all Loan Groups immediately prior to such Distribution Date.
Treasury Regulations: The final and temporary regulations
promulgated under the Code by the U.S. Department of the Treasury.
Trust: The trust created by this Agreement.
Trust Estate: The Mortgage Loans, such assets as shall from
time to time be identified as deposited in the Servicer Custodial Account or the
Certificate Account, in accordance with this Agreement, REO Property, the
Primary Insurance Policies and any other Required Insurance Policy.
Trustee: U.S. Bank National Association, and its
successors-in-interest and, if a successor trustee is appointed hereunder, such
successor, as trustee.
Uncertificated Accrued Interest: With respect to any
Uncertificated Lower-Tier Regular Interest for any Distribution Date, one
month's interest at the related Uncertificated Pass-Through Rate for such
Distribution Date, accrued on the Uncertificated Principal Balance immediately
prior to such Distribution Date. Uncertificated Accrued Interest for the
Uncertificated Lower-Tier Regular Interests shall accrue on the basis of a
360-day year consisting of twelve 30-day months. For purposes of calculating the
amount of Uncertificated Accrued Interest for the Uncertificated Lower-Tier
Regular Interests for any Distribution Date, any Prepayment Interest Shortfalls
or Relief Act Reduction (to the extent not covered by Compensating Interest)
shall be allocated among the Uncertificated Lower-Tier Regular Interests, pro
rata, based on, and to the extent of, Uncertificated Accrued Interest, as
calculated without application of this sentence.
Uncertificated Lower-Tier Regular Interests: As defined in
the Preliminary Statement.
Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests
Y-1, Y-2, Y-3 and Y-4 will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as
described in Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-1: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal
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balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such
other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-1 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Y-1 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-1 on such Distribution Date in reduction of the
Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-1 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-1 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-2: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-2 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Y-2 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-2 on such Distribution Date in reduction of the
Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-2 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-2 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-3: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-3 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Y-3 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-3 on such Distribution Date in reduction of the
Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-3 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-3 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Y-4: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal
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balance equal to the related Uncertificated Principal Balance, that bears
interest at the related Uncertificated Pass-Through Rate, and that has such
other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Y-4 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Y-4 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Y-4 on such Distribution Date in reduction of the
Uncertificated Principal Balance thereof.
Uncertificated Lower-Tier Regular Interest Y-4 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Y-4 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Y Regular Interests: Uncertificated
Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4.
Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts: For any Distribution Date, the amounts by which the
Uncertificated Principal Balances of Uncertificated Lower-Tier Regular Interests
X-0, X-0, Z-3 and Z-4 will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, which shall be
in each case the excess of (A) the sum of (x) the excess of the Pool
Distribution Amount for the related Loan Group (i.e. the "related Loan Group"
for Uncertificated Lower-Tier Regular Interest Z-1 is Loan Group 1, the "related
Loan Group" for Uncertificated Lower-Tier Regular Interest Z-2 is the Loan Group
2, the "related Loan Group" for Uncertificated Lower-Tier Regular Interest Z-3
is Loan Group 3 and the "related Loan Group" for Uncertificated Lower-Tier
Regular Interest Z-4 is Loan Group 4) over the sum of the amounts thereof
distributable (i) in respect of interest on such regular interest and the
related Uncertificated Lower-Tier Y Regular Interest, (ii) to such regular
interest and the related Uncertificated Lower-Tier Y Regular Interest pursuant
to clause (e)(i) of the definition of "Lower-Tier Distribution Amount" and (iii)
in the case of the Group 1 Mortgage Loans, to the Class 1-A-R Certificates in
respect of Component I thereof and (y) the amount of Realized Losses allocable
to principal for the related Loan Group over (B) the related Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amount.
Uncertificated Lower-Tier Regular Interest Z-1: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-1 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Z-1 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-1 on such Distribution Date in reduction of the
principal balance thereof.
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Uncertificated Lower-Tier Regular Interest Z-1 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-1 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-2: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-2 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Z-2 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-2 on such Distribution Date in reduction of the
principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-2 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-2 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-3: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-3 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Z-3 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-3 on such Distribution Date in reduction of the
principal balance thereof.
Uncertificated Lower-Tier Regular Interest Z-3 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-3 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Lower-Tier Regular Interest Z-4: A regular
interest in the Lower-Tier REMIC that is held as an asset of the Upper-Tier
REMIC, that has an initial principal balance equal to the related Uncertificated
Principal Balance, that bears interest at the related Uncertificated
Pass-Through Rate, and that has such other terms as are described herein.
Uncertificated Lower-Tier Regular Interest Z-4 Principal
Distribution Amount: For any Distribution Date, the excess, if any, of the
Uncertificated Lower-Tier Regular Interest Z-4 Principal Reduction Amount for
such Distribution Date over the Realized Losses allocated to Uncertificated
Lower-Tier Regular Interest Z-4 on such Distribution Date in reduction of the
principal balance thereof.
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Uncertificated Lower-Tier Regular Interest Z-4 Principal
Reduction Amount: The Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amount for Uncertificated Lower-Tier Regular Interest Z-4 as
determined pursuant to the provisions of Appendix 1.
Uncertificated Pass-Through Rate: With respect to any
Distribution Date and (i) Uncertificated Lower-Tier Regular Interests Y-1 and
Z-1, the Net WAC for Loan Group 1, (ii) Uncertificated Lower-Tier Regular
Interests Y-2 and Z-2, the Net WAC for Loan Group 2, (iii) Uncertificated
Lower-Tier Regular Interests Y-3 and Z-3, the Net WAC for Loan Group 3 and (iv)
Uncertificated Lower-Tier Regular Interests Y-4 and Z-4, the Net WAC for Loan
Group 4.
Uncertificated Principal Balance: The principal amount of any
Uncertificated Lower-Tier Regular Interest outstanding as of any date of
determination. The Uncertificated Principal Balance of each Uncertificated
Lower-Tier Regular Interest shall never be less than zero.
Underwriting Guidelines: With respect to the National City
Mortgage Loans, the underwriting guidelines of National City. With respect to
the SunTrust Mortgage Loans, the underwriting guidelines of SunTrust.
Unscheduled Principal Payments: The amounts described in
clauses (e), (f) and (g) of the definition of Principal Amount.
Upper-Tier REMIC: As defined in the Preliminary Statement.
U.S. Person: A citizen or resident of the United States, a
corporation or partnership (unless, in the case of a partnership, Treasury
Regulations are adopted that provide otherwise) created or organized in or under
the laws of the United States, any state thereof or the District of Columbia,
including an entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income
tax regardless of its source, or a trust if a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Persons have the authority to control all substantial
decisions of such trust (or, to the extent provided in applicable Treasury
Regulations, certain trusts in existence on August 20, 1996 which are eligible
to elect to be treated as U.S. Persons).
Voting Rights: The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. As of any date of
determination, (a) 1% of all Voting Rights shall be allocated to the Holders of
the Residual Certificates and (b) the remaining Voting Rights shall be allocated
among Holders of the remaining Classes of Certificates in proportion to the
Certificate Balances of their respective Certificates on such date.
Xxxxx Fargo: As defined in the recitals hereto.
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Section 1.02 Interest Calculations. All calculations of
interest will be made on a 360-day year consisting of twelve 30-day months. All
dollar amounts calculated hereunder shall be rounded to the nearest xxxxx with
one-half of one xxxxx being rounded down.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
(a) The Depositor, concurrently with the execution and
delivery hereof, hereby sells, transfers, assigns, sets over and otherwise
conveys to the Trustee on behalf of the Trust for the benefit of the
Certificateholders, without recourse, all the right, title and interest of the
Depositor in and to the Mortgage Loans, including all interest and principal
received on or with respect to the Mortgage Loans (other than payments of
principal and interest due and payable on the Mortgage Loans on or before the
Cut-Off Date), all accounts, chattel paper, deposit accounts, documents, general
intangibles, goods, instruments, investment property, letter-of-credit rights,
letters of credit, money, and oil, gas, and other minerals, consisting of,
arising from, or relating to, any of the foregoing, and all proceeds of the
foregoing. The foregoing sale, transfer, assignment and set over does not and is
not intended to result in a creation of an assumption by the Trustee of any
obligation of the Depositor or any other Person in connection with the Mortgage
Loans or any agreement or instrument relating thereto, except as specifically
set forth herein. In connection with the conveyance by the Depositor of the
Mortgage Loans, the Depositor further agrees, at its own expense, on or prior to
the Closing Date, to indicate on its books and records that the Mortgage Loans
have been sold to the Trustee on behalf of the Trust pursuant to this Agreement,
and to deliver to the Trustee the Mortgage Loan Schedule. The Mortgage Loan
Schedule shall be marked as Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0 and Exhibit
D-4 to this Agreement and is hereby incorporated into and made a part of this
Agreement.
(b) In connection with such transfer and assignment, the
Depositor has delivered or caused to be delivered to the Custodian, on behalf of
the Trustee, for the benefit of the Certificateholders, the following documents
or instruments with respect to each Mortgage Loan so assigned:
(i) the original Mortgage Note, endorsed by
manual or facsimile signature either (A) in blank or (B) in the
following form: "Pay to the order of U.S. Bank National Association, as
Trustee, without recourse," with all necessary intervening endorsements
showing a complete chain of endorsement from the originator to the
Trustee (each such endorsement being sufficient to transfer all right,
title and interest of the party so endorsing in and to that Mortgage
Note);
(ii) except as provided below, the original
recorded Mortgage with evidence of a recording thereon, or if any such
Mortgage has not been returned from the applicable recording office or
has been lost, or if such public recording office retains the
35
original recorded Mortgage, a copy of such Mortgage certified by the
Depositor as being a true and correct copy of the Mortgage, if such
copy is available;
(iii) subject to the provisos at the end of this
paragraph, a duly executed Assignment of Mortgage to "U.S. Bank
National Association, as trustee for the holders of the
WachoviaMortgage Loan Trust, LLC Mortgage Pass-Through Certificates,
Series 2005-B Certificates" (which may be included in a blanket
assignment or assignments), together with, except as provided below,
originals of all interim recorded assignments of such mortgage or
copies of such interim assignments certified by the Depositor as being
true and complete copies of the original recorded intervening
assignments of mortgage (each such assignment, when duly and validly
completed, to be in recordable form and sufficient to effect the
assignment of the related Mortgage to the assignee thereof); provided
that, if the related Mortgage has not been returned from the applicable
public recording office, such Assignment of Mortgage may exclude the
information to be provided by the recording office; and provided,
further, if the related Mortgage has been recorded in the name of
Mortgage Electronic Registration Systems, Inc. ("MERS") or its
designee, no Assignment of Mortgage in favor of the Trustee will be
required to be prepared or delivered and instead, the Servicer
servicing such Mortgage shall take all actions as are necessary to
cause the Trust or the Trustee to be shown as the owner of the related
Mortgage Loan on the records of MERS for purposes of the system of
recording transfers of mortgages maintained by MERS;
(iv) the originals of all assumption,
modification, consolidation or extension agreements, if any, with
evidence of recording thereon, if any;
(v) the original or duplicate original mortgagee
title insurance policy and all riders thereto;
(vi) the original of any guarantee executed in
connection with the Mortgage Note;
(vii) for each Mortgage Loan, if any, which is
secured by a residential long-term lease, a copy of the lease with
evidence of recording indicated thereon, or, if the lease is in the
process of being recorded, a photocopy of the lease, certified by an
officer of the respective prior owner of such Mortgage Loan or by the
applicable title insurance company, closing/settlement/escrow agent or
company or closing attorney to be a true and correct copy of the lease
transmitted for recordation;
(viii) the original of any security agreement,
chattel mortgage or equivalent document executed in connection with the
Mortgage; and
(ix) for each Mortgage Loan secured by Co-op
Shares, the originals of the following documents or instruments:
(A) The stock certificate;
(B) The stock power executed in blank;
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(C) The executed proprietary lease;
(D) The executed recognition agreement;
(E) The executed assignment of
recognition agreement, if any;
(F) The executed UCC-1 financing
statement with evidence of recording thereon; and
(G) Executed UCC-3 financing statements
or other appropriate UCC financing statements,
evidencing a complete and unbroken line of
assignments from the mortgagee to the Trustee with
evidence of recording thereon (or in a form suitable
for recordation).
provided, however, that on the Closing Date, with respect to item (iii), the
Depositor has delivered to the Custodian a copy of such Assignment of Mortgage
in blank and has caused the Servicer servicing the related Mortgage Loan to
retain the completed Assignment of Mortgage for recording as described below,
unless such Mortgage has been recorded in the name of MERS or its designee. In
addition, if the Depositor is unable to deliver or cause the delivery of any
original Mortgage Note due to the loss of such original Mortgage Note, the
Depositor may deliver a Lost Note Affidavit together with a copy of such
Mortgage Note, if a copy is available, and shall thereby be deemed to have
satisfied the document delivery requirements of this Section 2.01(b).
If in connection with any Mortgage Loans, the Depositor cannot
deliver (A) the Mortgage, (B) all interim recorded assignments, (C) all
assumption, modification, consolidation or extension agreements, if any, or (D)
the lender's title policy (together with all riders thereto) satisfying the
requirements of clause (ii), (iii), (iv) or (v) above, respectively,
concurrently with the execution and delivery hereof because such document or
documents have not been returned from the applicable public recording office in
the case of clause (ii), (iii) or (iv) above, or because the title policy has
not been delivered to either the Servicer servicing such Mortgage Loan or the
Depositor by the applicable title insurer in the case of clause (v) above, the
Depositor shall promptly deliver or cause to be delivered to the Custodian, in
the case of clause (ii), (iii) or (iv) above, such Mortgage, such interim
assignment or such assumption, modification, consolidation or extension
agreement, as the case may be, with evidence of recording indicated thereon upon
receipt thereof from the public recording office, but in no event shall any such
delivery of any such documents or instruments be made later than one year
following the Closing Date, unless, in the case of clause (ii), (iii) or (iv)
above, there has been a continuing delay at the applicable recording office or,
in the case of clause (v), there has been a continuing delay at the applicable
insurer and the Depositor has delivered an Officer's Certificate to such effect
to the Custodian. The Depositor shall forward or cause to be forwarded to the
Custodian (1) from time to time additional original documents evidencing an
assumption or modification of a Mortgage Loan and (2) any other documents
required to be delivered by the Depositor or the related Servicer to the
Custodian. In the event that the original Mortgage is not delivered and in
connection with the payment in full of the related Mortgage Loan the public
recording office requires the presentation of a "lost instruments affidavit and
indemnity" or any equivalent document, because only a copy of the Mortgage can
be delivered with the instrument of
37
satisfaction or reconveyance, the Servicer servicing such Mortgage Loan shall
prepare, execute and deliver or cause to be prepared, executed and delivered, on
behalf of the Trust, such a document to the public recording office.
As promptly as practicable subsequent to such transfer and
assignment, and in any event, within 30 days thereafter, the related Servicer
shall (except for any Mortgage which has been recorded in the name of MERS or
its designee) (I) cause each Assignment of Mortgage to be in proper form for
recording in the appropriate public office for real property records within 30
days of the Closing Date and (II) at the Depositor's expense, cause to be
delivered for recording in the appropriate public office for real property
records the Assignments of the Mortgages in favor of the Trustee, except that,
with respect to any Assignment of a Mortgage as to which the Servicer servicing
such Mortgage has not received the information required to prepare such
assignment in recordable form, such Servicer's obligation to do so and to
deliver the same for such recording shall be as soon as practicable after
receipt of such information and in any event within 30 days after the receipt
thereof and, no recording of an Assignment of Mortgage will be required in a
state if recording is not required by the Rating Agencies to obtain the initial
ratings for the Certificates.
In the case of Mortgage Loans that have been prepaid in full
as of the Closing Date, the Depositor, in lieu of delivering the above documents
to the Custodian will cause the Servicer servicing such Mortgage Loan to deposit
in the related Servicer Custodial Account the amount of such payment in full.
It is agreed and understood by the Depositor, the Trustee,
National City and SunTrust that none of the Mortgage Loans are (a) loans subject
to 12 CFR Section 226.31, 12 CFR Section 226.32 or 12 CFR Section 226.34, as
amended, or (b) "high cost home," "covered" (excluding home loans defined as
"covered home loans" in the New Jersey Home Ownership Security Act of 2002 that
were originated between November 26, 2003 and July 7, 2004), "high risk home" or
"predatory" loans under any applicable state, federal or local law (or a
similarly classified loan using different terminology under a law imposing
heightened regulatory scrutiny or additional legal liability for residential
mortgage loans having high interest rates, points and/or fees).
Section 2.02 Acceptance by the Custodian of the Mortgage
Loans. Subject to the provisions of the following paragraph, pursuant to the
Custodial Agreement, the Custodian, on behalf of the Trustee, declares that it
will hold the documents referred to in Section 2.01 and the other documents
delivered to it constituting the Mortgage Files, and that it will hold such
other assets as are included in the Trust Estate, in trust for the exclusive use
and benefit of all present and future Certificateholders. Upon execution of this
Agreement, the Custodian will deliver to the Depositor and the Trustee an
initial certification in the form of Exhibit O hereto, to the effect that,
except as may be specified in the list of exceptions attached thereto, it has
received the Mortgage File for each Mortgage Loan on the Mortgage Loan Schedule.
Within 90 days after the execution and delivery of this
Agreement, the Custodian shall review the Mortgage Files in its possession and
will deliver to the Depositor and the Trustee a final certification in the form
of Exhibit P hereto. If, in the
38
course of such review, the Custodian finds any document described in Section
2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) which does
not meet the requirements of Section 2.01 or is omitted from such Mortgage File,
the Custodian shall promptly so notify the related Servicer and the Depositor.
In performing any such review, the Custodian may conclusively rely on the
purported genuineness of any such document and any signature thereon. It is
understood that the scope of the Custodian's review of the Mortgage Files is
limited solely to confirming that the documents listed in Section 2.01(b)(i),
(ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) have been received and
further confirming that any and all documents delivered pursuant to Section 2.01
appear on their face to have been executed and relate to the Mortgage Loans
identified in the Mortgage Loan Schedule. The Custodian shall not have any
responsibility for determining whether any document is valid and binding,
whether the text of any assignment or endorsement is in proper or recordable
form, whether any document has been recorded in accordance with the requirements
of any applicable jurisdiction, or whether a blanket assignment is permitted in
any applicable jurisdiction. The Depositor hereby covenants and agrees that it
will promptly correct or cure such defect within 90 days from the date it was so
notified of such defect and, if the Depositor does not correct or cure such
defect within such period, the Depositor will either (a) substitute for the
related Mortgage Loan a Substitute Mortgage Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth below or (b)
repurchase such Mortgage Loan from the Trustee at the Repurchase Price for such
Mortgage Loan; provided, however, that in no event shall such a substitution
occur more than two years from the Closing Date; provided, further, that such
substitution or repurchase shall occur within 90 days of when such defect was
discovered if such defect will cause the Mortgage Loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code.
With respect to each Substitute Mortgage Loan, the Depositor
shall deliver to the Custodian, on behalf of the Trustee, for the benefit of the
Certificateholders, the Mortgage Note, the Mortgage, the related Assignment of
Mortgage (except for any Mortgage which has been recorded in the name of MERS or
its designee), and such other documents and agreements as are otherwise required
by Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
required by Section 2.01(b)(i). No substitution is permitted to be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to any such Substitute Mortgage Loan in the month of substitution
shall not be conveyed to the Trust and shall be retained by the Depositor. For
the month of substitution, distributions to Certificateholders will include the
Monthly Payment due for such month on any Defective Mortgage Loan for which the
Depositor has substituted a Substitute Mortgage Loan.
The related Servicer shall amend the Mortgage Loan Schedule to
reflect the removal of each Mortgage Loan that has become a Defective Mortgage
Loan and the substitution of the Substitute Mortgage Loan or Loans and such
Servicer shall deliver the amended Mortgage Loan Schedule to the Custodian, the
Master Servicer, the Certificate Administrator and the Trustee. Upon such
substitution, each Substitute Mortgage Loan shall be subject to the terms of
this Agreement in all respects, and the Depositor shall be deemed to have made
to the Trustee with respect to such Substitute Mortgage Loan, as of the date of
substitution, the representations and warranties made pursuant to Section 2.04.
Upon any such repurchase or substitution and the deposit to the related Servicer
Custodial Account of any required Repurchase Price or Substitution Adjustment
Amount (as described in the next paragraph), as applicable, and receipt of a
Request for Release, the Custodian shall release the Mortgage File relating to
such Defective
39
Mortgage Loan to the Depositor and shall execute and deliver at the Depositor's
direction such instruments of transfer or assignment prepared by the Depositor,
in each case without recourse, as shall be necessary to transfer to the
Depositor, or its designee, any Defective Mortgage Loan repurchased or
substituted for pursuant to this Section 2.02.
For any month in which the Depositor substitutes one or more
Substitute Mortgage Loans for one or more Defective Mortgage Loans, the amount
(if any) by which the aggregate principal balance of all such Substitute
Mortgage Loans in a Loan Group as of the date of substitution is less than the
aggregate Stated Principal Balance of all such Defective Mortgage Loans in such
Loan Group (the "Substitution Adjustment Amount" for such Loan Group) plus an
amount equal to the aggregate of any unreimbursed Advances with respect to such
Defective Mortgage Loans shall be deposited into the Certificate Account by the
Depositor on or before the Remittance Date for the Distribution Date in the
month succeeding the calendar month during which the related Mortgage Loan is
required to be repurchased or replaced hereunder.
The Custodian shall retain possession and custody of each
Mortgage File in accordance with and subject to the terms and conditions set
forth in the Custodial Agreement. Each Servicer shall promptly deliver to the
Custodian, upon the execution or, in the case of documents requiring recording,
receipt thereof, the originals of such other documents or instruments
constituting the Mortgage File as come into each Servicer's possession from time
to time.
It is understood and agreed that the obligation of the
Depositor to substitute for or to repurchase any Mortgage Loan which does not
meet the requirements of Section 2.01 shall constitute the sole remedy
respecting such defect available to the Trustee and any Certificateholder
against the Depositor.
None of the Certificate Administrator, the Master Servicer,
the Trustee or the Custodian shall be under any duty or obligation (i) to
inspect, review or examine any such documents, instruments, certificates or
other papers to determine that they are genuine, enforceable, or appropriate for
the represented purpose or that they are other than what they purport to be on
their face or (ii) to determine whether any Mortgage File should include any of
the documents specified in Section 2.01(b)(iv), (vi), (vii) and (viii) and
(ix)(E).
Section 2.03 Representations, Warranties and Covenants of the
Master Servicer and the Servicers.
(a) National City hereby makes the following
representations and warranties to the Depositor, the Master Servicer, the
Certificate Administrator and the Trustee, as of the Closing Date:
(i) National City is a corporation duly organized,
validly existing, and in good standing under the laws of Ohio and has
all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each of
the states where a Mortgaged Property is located if the laws of such
state require licensing or qualification in order to conduct
business of the type conducted by National City. National City has
power and authority to execute and deliver this Agreement and to
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perform in accordance herewith; the execution, delivery and performance
of this Agreement (including all instruments of transfer to be
delivered pursuant to this Agreement) by National City and the
consummation of the transactions contemplated hereby have been duly and
validly authorized. This Agreement, assuming due authorization,
execution and delivery by the other parties hereto, evidences the
valid, binding and enforceable obligation of National City, except as
enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other
similar laws affecting the enforcement of the rights of creditors and
(B) general principles of equity, whether enforcement is sought in a
proceeding in equity or at law. All requisite corporate action has been
taken by National City to make this Agreement valid and binding upon
National City in accordance with its terms.
(ii) No consent, approval, authorization or order is
required for the transactions contemplated by this Agreement from any
court, governmental agency or body, or federal or state regulatory
authority having jurisdiction over National City or, if required, such
consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of National City
and will not result in the breach of any term or provision of the
charter or by-laws of National City 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
National City or its property is subject, or result in the violation of
any law, rule, regulation, order, judgment or decree to which National
City or its property is subject.
(iv) There is no action, suit, proceeding orinvestigation
pending or, to the best knowledge of National City, threatened against
National City which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of National City, or in any
material impairment of the right or ability of National City to carry
on its business substantially as now conducted or which would draw into
question the validity of this Agreement or the Mortgage Loans or of any
action taken or to be taken in connection with the obligations of
National City contemplated herein, or which would materially impair the
ability of National City to perform under the terms of this Agreement.
(v) Each Mortgage Loan serviced by National City was
originated (A) by a savings and loan association, savings bank,
commercial bank, credit union, insurance company or similar institution
that is supervised and examined by a federal or state authority, or (B)
by a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing
Act, as amended.
(vi) No Mortgage Loan serviced by National City is secured by
a Mortgage on a leasehold estate.
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The representations and warranties made pursuant to this
Section 2.03(a) shall survive delivery of the respective Mortgage Files for the
National City Mortgage Loans to the Custodian.
(b) SunTrust hereby makes the following representations
and warranties to the Depositor, the Master Servicer, the Certificate
Administrator and the Trustee, as of the Closing Date:
(i) SunTrust is a corporation duly organized, validly
existing, and in good standing under the laws of Virginia and has all
licenses necessary to carry on its business as now being conducted and
is licensed, qualified and in good standing in each of the states where
a Mortgaged Property is located if the laws of such state require
licensing or qualification in order to conduct business of the type
conducted by SunTrust. SunTrust has 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) by
SunTrust and the consummation of the transactions contemplated hereby
have been duly and validly authorized. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto,
evidences the valid, binding and enforceable obligation of SunTrust,
except as enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law. All requisite corporate action has been
taken by SunTrust to make this Agreement valid and binding upon
SunTrust in accordance with its terms.
(ii) No consent, approval, authorization or order is
required for the transactions contemplated by this Agreement from any
court, governmental agency or body, or federal or state regulatory
authority having jurisdiction over SunTrust or, if required, such
consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of SunTrust and
will not result in the breach of any term or provision of the charter
or by-laws of SunTrust 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 SunTrust or its
property is subject, or result in the violation of any law, rule,
regulation, order, judgment or decree to which SunTrust or its property
is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of SunTrust, threatened against
SunTrust which, either individually or in the aggregate, would result
in any material adverse change in the business, operations, financial
condition, properties or assets of SunTrust, or in any material
impairment of the right or ability of SunTrust to carry on its business
substantially as now conducted or which would draw into question the
validity of this Agreement or the Mortgage Loans or
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of any action taken or to be taken in connection with the obligations
of SunTrust contemplated herein, or which would materially impair the
ability of SunTrust to perform under the terms of this Agreement.
(v) Each Mortgage Loan serviced by SunTrust was
originated (A) by a savings and loan association, savings bank,
commercial bank, credit union, insurance company or similar institution
that is supervised and examined by a federal or state authority, or (B)
by a mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National Housing
Act, as amended.
(vi) No Mortgage Loan serviced by SunTrust is secured by a
Mortgage on a leasehold estate.
The representations and warranties made pursuant to this
Section 2.03(b) shall survive delivery of the respective Mortgage Files for the
SunTrust Mortgage Loans to the Custodian.
(c) Xxxxx Fargo hereby makes the following
representations and warranties to the Depositor, the Trustee and the Servicers,
as of the Closing Date:
(i) Xxxxx Fargo is a national banking association duly
organized, validly existing, and in good standing under the federal
laws of the United States of America and has all licenses necessary to
carry on its business as now being conducted and is licensed,
qualified and in good standing in each of the states where a Mortgaged
Property is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by
Xxxxx Fargo. Xxxxx Fargo has 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) by Xxxxx Fargo
and the consummation of the transactions contemplated hereby have been
duly and validly authorized. This Agreement, assuming due
authorization, execution and delivery by the other parties hereto,
evidences the valid, binding and enforceable obligation of Xxxxx Fargo,
except as enforceability may be limited by (A) bankruptcy, insolvency,
liquidation, receivership, moratorium, reorganization or other similar
laws affecting the enforcement of the rights of creditors and (B)
general principles of equity, whether enforcement is sought in a
proceeding in equity or at law. All requisite corporate action has been
taken by Xxxxx Fargo to make this Agreement valid and binding upon
Xxxxx Fargo in accordance with its terms.
(ii) No consent, approval, authorization or order is
required for the transactions contemplated by this Agreement from any
court, governmental agency or body, or federal or state regulatory
authority having jurisdiction over Xxxxx Fargo or, if required, such
consent, approval, authorization or order has been or will, prior to
the Closing Date, be obtained.
(iii) The consummation of the transactions contemplated by
this Agreement are in the ordinary course of business of Xxxxx Fargo
and will not result in the breach of any term or provision of the
charter or by-laws of Xxxxx Fargo or result in the breach of
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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 Xxxxx Fargo or its property is subject, or result in the
violation of any law, rule, regulation, order, judgment or decree to
which Xxxxx Fargo or its property is subject.
(iv) There is no action, suit, proceeding or investigation
pending or, to the best knowledge of Xxxxx Fargo, threatened against
Xxxxx Fargo which, either individually or in the aggregate, would
result in any material adverse change in the business, operations,
financial condition, properties or assets of Xxxxx Fargo, or in any
material impairment of the right or ability of Xxxxx Fargo to carry on
its business substantially as now conducted or which would draw into
question the validity of this Agreement or of any action taken or to be
taken in connection with the obligations of Xxxxx Fargo contemplated
herein, or which would materially impair the ability of Xxxxx Fargo to
perform under the terms of this Agreement.
Section 2.04 Assignment of Interest in the Mortgage Loan
Purchase Agreement; Depositor Representations and Warranties.
(a) The Depositor hereby assigns to the Trustee all of
its right, title and interest in the Mortgage Loan Purchase Agreement, including
but not limited to the representations and warranties of the Seller set forth
in Section 7 thereof. The obligations of the Seller under the Mortgage Loan
Purchase Agreement to substitute or repurchase, as applicable, a Mortgage Loan
as to which a representation set forth in Section 7 thereof is breached shall be
the Trustee's and the Certificateholders' sole remedy for such breach. At the
request of the Trustee, the Depositor shall take such actions as may be
necessary to enable the Trustee to enforce such representations and the
obligations of the Seller with respect thereto and shall execute such further
documents as the Trustee may reasonably require in order to enable the Trustee
to carry out such enforcement.
(b) If the Depositor, the Master Servicer, a Servicer, or
the Trustee discovers a breach of any of the representations and warranties set
forth in the Mortgage Loan Purchase Agreement, which breach materially and
adversely affects the value of the interests of Certificateholders or the
Trustee in the related Mortgage Loan, the party discovering the breach shall
give prompt written notice of the breach to the other parties and the Seller.
Upon receipt by the Custodian or the applicable Servicer of the applicable
Substitute Mortgage Loans, Repurchase Prices, or Substitution Adjustment Amounts
(as such terms are defined in the Mortgage Loan Purchase Agreement) from the
Seller as provided in the Mortgage Loan Purchase Agreement, the Custodian and
the applicable Servicer shall notify the Trustee, the Custodian shall release to
the Seller the related Mortgage File, and the Trustee shall execute and deliver
all instruments of transfer or assignment furnished to it by the Seller, without
recourse, representation or warranty, as are necessary to transfer to the Seller
the Mortgage Loan or any property acquired with respect thereto. The Custodian
shall amend the Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Trustee, the Master Servicer and the Certificate
Administrator of such amendment. If the Seller delivers a Substitute Mortgage
Loan, the Custodian shall examine the Mortgage File for any Substitute Mortgage
Loan in the manner set forth in Section 2.02(a).
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(c) The Depositor makes the following representations and
warranties as to the Mortgage Loans on which the Trustee is deemed to have
relied in acquiring the Mortgage Loans. Such representations and warranties
speak as of the Closing Date, but shall survive until the termination of this
Agreement. Such representations and warranties shall not be waived by any of the
parties to this Agreement:
(i) This Agreement creates a valid and continuing
security interest (as defined in the Uniform Commercial Code as in
force in the relevant jurisdiction) in the Mortgage Loans in favor of
the Trustee, which security interest is prior to all other liens, and
is enforceable as such as against creditors of and purchasers from the
Depositor.
(ii) The Mortgage Loans constitute "instruments" within
the meaning of the Uniform Commercial Code as in force in the relevant
jurisdiction.
(iii) The Depositor owns and has good and marketable title
to the Mortgage Loans free and clear of any lien, claim or encumbrance
of any Person.
(iv) The Depositor has received all consents and approvals
required by the terms of the Mortgage Loans to the sale of the Mortgage
Loans hereunder to the Trustee.
(v) The Depositor has caused or will have caused, within
ten days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable
law in order to perfect the security interest in the Mortgage Loans
granted to the Trustee hereunder.
(vi) Other than the security interest granted to the
Trustee pursuant to this Agreement, the Depositor has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed
any of the Mortgage Loans. The Depositor has not authorized the filing
of and is not aware of any financing statements against the Depositor
that include a description of collateral covering the Mortgage Loans
other than any financing statement relating to the security interest
granted to the Trustee hereunder or that has been terminated. Debtor is
not aware of any judgment or tax lien filings against it.
(vii) The Custodian has in its possession all original
copies of the Mortgage Notes that constitute or evidence the Mortgage
Loans. The Mortgage Notes that constitute or evidence the Mortgage
Loans do not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the
Trustee. All financing statements filed or to be filed against the
Depositor in favor of the Trustee in connection herewith describing the
Mortgage Loans contain a statement to the following effect: "A
purchase of or security interest in any collateral described in this
financing statement will violate the rights of the secured party as
more fully described in, and subject to the terms of, the related
transaction documents."
(d) The Depositor hereby covenants to maintain the
perfection and priority of the security interest of the Trustee created by this
Agreement.
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Section 2.05 Intent of Parties and Protection of Title.
(a) It is the express intent of the Depositor and the Trustee
that the transfer of the Mortgage Loans by the Depositor to the Trustee pursuant
to Section 2.01(a) be, and be construed as, an absolute sale of the Mortgage
Loans. It is, further, not the intention of such parties that such transfer be
deemed the grant of a security interest in the Mortgage Loans by the Depositor
to the Trustee to secure a debt or other obligation of the Depositor. However,
in the event that, notwithstanding the intent of the parties, the Mortgage Loans
are held to be the property of the Depositor, or if for any other reason this
Agreement is held or deemed to create a security interest in the Mortgage Loans,
then: (1) this Agreement shall constitute a security agreement, and (2) the
transfer of the Mortgage Loans provided for in Section 2.01(a) shall be deemed
to be a grant by the Depositor to the Trustee of, and the Depositor hereby
grants to the Trustee, to secure all of the Depositor's obligations hereunder, a
security interest in all of the Depositor's right, title, and interest, whether
now owned or hereafter acquired, in and to (i) the Mortgage Loans, (ii) all
accounts, chattel paper, deposit accounts, documents, general intangibles,
goods, instruments, investment property, letter-of-credit rights, letters of
credit, money, and oil, gas, and other minerals, consisting of, arising from, or
relating to, any of the foregoing; and (iii) all proceeds of the foregoing.
(b) The Depositor shall file such financing statements, and
the Depositor, the Servicers, and the Trustee at the direction of the Depositor
shall, to the extent consistent with this Agreement, take such other actions as
may be necessary to ensure that, if this Agreement were found to create a
security interest in the Mortgage Loans, such security interest would be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of the Agreement. In connection herewith,
the Trustee shall have all of the rights and remedies of a secured party under
the Uniform Commercial Code as in force in the relevant jurisdiction.
(c) It is the express intent of the parties hereto that the
transfer of the Uncertificated Lower-Tier Regular Interests by the Depositor to
the Trustee pursuant to this Agreement be, and be construed as, an absolute sale
of the Uncertificated Lower-Tier Regular Interests. It is, further, not the
intention of the parties that such transfer be deemed the grant of a security
interest in the Uncertificated Lower-Tier Regular Interests by the Depositor to
the Trustee to secure a debt or other obligation of the Depositor. However, in
the event that, notwithstanding the intent of the parties, the Uncertificated
Lower-Tier Regular Interests are held to be the property of the Depositor, or if
for any other reason this Agreement is held or deemed to create a security
interest in the Uncertificated Lower-Tier Regular Interests, then: (1) this
Agreement shall constitute a security agreement, and (2) the transfer of the
Uncertificated Lower-Tier Regular Interests provided for in this Agreement shall
be deemed to be a grant by the Depositor to the Trustee of, and the Depositor
hereby grants to the Trustee, to secure all of the Depositor's obligations
hereunder, a security interest in all of the Depositor's right, title, and
interest, whether now owned or hereafter acquired, in and to (i) the
Uncertificated Lower-Tier Regular Interests, including all rights represented
thereby in and to the Mortgage Loans and the proceeds thereof, (ii) all
accounts, chattel paper, deposit accounts, documents, general intangibles,
goods, instruments, investment property, letter-of-credit rights, letters of
credit, money, and oil, gas, and other minerals, consisting of, arising from, or
relating to, any of the foregoing; and (iii) all proceeds of the foregoing.
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(d) The Depositor shall file such financing statements, and
the Depositor, the Servicers, and the Trustee at the direction of the Depositor
shall, to the extent consistent with this Agreement, take such other actions as
may be necessary to ensure that, if this Agreement were found to create a
security interest in the Uncertificated Lower-Tier Regular Interests, such
security interest would be a perfected security interest of first priority under
applicable law and will be maintained as such throughout the term of the
Agreement. In connection herewith, the Trustee shall have all of the rights and
remedies of a secured party under the Uniform Commercial Code as in force in the
relevant jurisdiction.
Section 2.06 Designation of Interests in the REMIC. The
Depositor hereby designates the Classes of Class A Certificates (other than the
Class 1-A-R Certificates) and the Classes of Class B Certificates as classes of
"regular interests" and Component II of the Class 1-A-R Certificates as the
single class of "residual interest" in the Upper-Tier REMIC for the purposes of
Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby
further designates each Uncertificated Lower-Tier Regular Interest as classes of
"regular interests" and Component I of the Class 1-A-R Certificates as the
single class of "residual interest" in the Lower-Tier REMIC for the purposes of
Code Sections 860G(a)(1) and 860G(a)(2), respectively.
Section 2.07 Designation of Start-up Day. The Closing Date is
hereby designated as the "start-up day" of each of the Upper-Tier REMIC and
Lower-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. Section
2.08 REMIC Certificate Maturity Date. Solely for purposes of satisfying Section
1.860G-1(a)(4)(iii) of the Treasury Regulations, the "latest possible maturity
date" of the regular interests in the Upper-Tier REMIC and Lower-Tier REMIC is
November 1, 2035 (the "REMIC Certificate Maturity Date").
Section 2.09 Execution and Delivery of Certificates. The
Trustee (i) acknowledges the issuance of and hereby declares that it holds the
Uncertificated Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC
and the Certificateholders and (ii) has executed and delivered to or upon the
order of the Depositor, in exchange for the Mortgage Loans and Uncertificated
Lower-Tier Regular Interests together with all other assets included in the
definition of "Trust Estate," receipt of which is hereby acknowledged,
Certificates in authorized denominations which, together with the Uncertificated
Lower-Tier Regular Interests, evidence ownership of the entire Trust Estate.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Servicers to Service Mortgage Loans. For and on
behalf of the Certificateholders, National City (or any successor Servicer
thereto) shall service and administer the National City Mortgage Loans, and
SunTrust (or any successor Servicer thereto) shall service and administer the
SunTrust Mortgage Loans, in each case in accordance with the terms of this
Agreement, the Customary Servicing Procedures applicable to such Servicer,
applicable law and the terms of the related Mortgage Notes and Mortgages. In
connection with such servicing and administration, each Servicer shall have full
power and authority, acting alone and/or through Subservicers as provided in
Section 3.02, to do or cause to be done any and all things that it may deem
necessary or desirable in connection with such servicing and administration
including, but not limited to, the power and authority, subject to the terms
hereof, (a) to execute and deliver, on behalf of the Certificateholders and the
Trustee, customary consents or waivers and other instruments and documents, (b)
to consent, with respect to the Mortgage Loans it services, to transfers of any
Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages
(but only in the manner provided in this Agreement), (c) to collect any
Insurance Proceeds and other Liquidation Proceeds relating to the Mortgage Loans
it services, and (d) to effectuate foreclosure or other conversion of the
ownership of the Mortgaged Property securing any Mortgage Loan it services. Each
Servicer shall represent and protect the interests of the Trust in the same
manner as it protects its own interests in mortgage loans in its own portfolio
in any claim, proceeding or litigation regarding a Mortgage Loan and shall not
make or permit any modification, waiver or amendment of any term of any Mortgage
Loan, except as provided pursuant to Section 3.21. Without limiting the
generality of the foregoing, each Servicer, in its own name or in the name of
any Subservicer or the Depositor and the Trustee, is hereby authorized and
empowered by the Depositor and the Trustee, when the Servicer or any
Subservicer, as the case may be, believes it appropriate in its reasonable
judgment, to execute and deliver, on behalf of the Trustee, the Depositor, the
Certificateholders or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, and all other
comparable instruments, with respect to the Mortgage Loans it services, and with
respect to the related Mortgaged Properties held for the benefit of the
Certificateholders. Each Servicer shall prepare and deliver to the Depositor
and/or the Trustee such documents requiring execution and delivery by any or all
of them as are necessary or appropriate to enable such Servicer to service and
administer the Mortgage Loans it services to the extent that such Servicer is
not permitted to execute and deliver such documents pursuant to the preceding
sentence. Upon receipt of such documents, the Depositor and/or the Trustee, upon
the direction of such Servicer, shall promptly execute such documents and
deliver them to such Servicer.
In accordance with the standards of the preceding paragraph,
each Servicer 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 relating to the Mortgage Loans it services, which Servicing Advances
shall be reimbursable in the first instance from related collections from the
Mortgagors pursuant to Section 3.09, and further as provided in Section 3.11.
The costs, if any, incurred by a Servicer in effecting the timely payments of
taxes and assessments on the Mortgaged Properties and related insurance premiums
shall not, for the purpose of
48
calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the terms of such Mortgage Loans so permit. However, advances for taxes may be
capitalized in accordance with a loan modification pursuant to Section 3.21.
The relationship of each Servicer (and of any successor to
such Servicer as servicer under this Agreement) to the Trustee, the Master
Servicer, the Certificateholders and the Certificate Administrator under this
Agreement is intended by the parties to be that of an independent contractor and
not that of a joint venturer, partner or agent.
Section 3.02 Subservicing; Enforcement of the Obligations of
Servicers.
(a) Each Servicer may arrange for the subservicing of any
Mortgage Loan it services by a Subservicer pursuant to a Subservicing Agreement;
provided, however, that such subservicing arrangement and the terms of the
related Subservicing Agreement must provide for the servicing of such Mortgage
Loan in a manner consistent with the servicing arrangements contemplated
hereunder. Notwithstanding the provisions of any Subservicing Agreement, any of
the provisions of this Agreement relating to agreements or arrangements between
a Servicer and a Subservicer or reference to actions taken through a Subservicer
or otherwise, the related Servicer shall remain obligated and liable to the
Depositor, the Trustee and the Certificateholders for the servicing and
administration of the Mortgage Loans it services in accordance with the
provisions of this Agreement without diminution of such obligation or liability
by virtue of such Subservicing Agreements or arrangements or by virtue of
indemnification from the Subservicer and to the same extent and under the same
terms and conditions as if such Servicer alone were servicing and administering
those Mortgage Loans. All actions of each Subservicer performed pursuant to the
related Subservicing Agreement shall be performed as agent of the related
Servicer with the same force and effect as if performed directly by such
Servicer.
(b) For purposes of this Agreement, each Servicer shall
be deemed to have received any collections, recoveries or payments with respect
to the Mortgage Loans it services that are received by a Subservicer regardless
of whether such payments are remitted by the Subservicer to such Servicer.
(c) As part of its servicing activities hereunder, each
Servicer, for the benefit of the Trustee and the Certificateholders, shall use
its best reasonable efforts to enforce the obligations of each Subservicer
engaged by such Servicer under the related Subservicing Agreement, to the extent
that the non-performance of any such obligation would have a material and
adverse effect on a Mortgage Loan. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Subservicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as such Servicer, in its good
faith business judgment, would require were it the owner of the related Mortgage
Loans. Such 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 Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
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(d) Any Subservicing Agreement entered into by a Servicer
shall provide that it may be assumed or terminated by the Master Servicer, if
the Master Servicer has assumed the duties of a Servicer, or any successor
Servicer, at the Master Servicer's or successor Servicer's option, as
applicable, without cost or obligation to the assuming or terminating party or
the Trust, upon the assumption by such party of the obligations of the Servicer
pursuant to Section 8.05. Each Servicer shall be solely responsible for any fees
and expenses payable to any Subservicer in connection with the assumption or
termination of any Subservicing Agreement.
Any Subservicing Agreement, and any other transactions or
services relating to the Mortgage Loans involving a Subservicer, shall be deemed
to be between the related Servicer and such Subservicer alone, and the Trustee,
the Master Servicer, the Certificate Administrator and the Certificateholders
shall not be deemed parties thereto and shall have no obligations, duties or
liabilities to or with respect to the Subservicer or its officers, directors or
employees, except as set forth in Section 3.01.
Section 3.03 Fidelity Bond; Errors and Omissions Insurance.
Each Servicer shall maintain, at its own expense, and provide
evidence thereof to the Master Servicer upon request, a blanket fidelity bond
and an errors and omissions insurance policy, with broad coverage on all
officers, employees or other persons acting in any capacity requiring such
persons to handle funds, money, documents or papers relating to the Mortgage
Loans it services. These policies must insure the related Servicer against
losses resulting from dishonest or fraudulent acts committed by such Servicer's
personnel, any employees of outside firms that provide data processing services
for such Servicer, and temporary contract employees or student interns. Such
fidelity bond shall also protect and insure such Servicer against losses in
connection with the release or satisfaction of a Mortgage Loan without having
obtained payment in full of the indebtedness secured thereby. No provision of
this Section 3.03 requiring such fidelity bond and errors and omissions
insurance shall diminish or relieve a Servicer from its duties and obligations
as set forth in this Agreement. The minimum coverage under any such bond and
insurance policy shall be at least equal to the corresponding amounts required
by FNMA in the FNMA Servicing Guide or by FHLMC in the FHLMC Sellers' &
Servicers' Guide, as amended or restated from time to time, or in an amount as
may be permitted to the Servicer by express waiver of FNMA or FHLMC.
The Master Servicer shall maintain, at its own expense, a
blanket fidelity bond and an errors and omissions insurance policy, affording
coverage with respect to all directors, officers, employees and other Persons
acting on the Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The errors and
omissions insurance policy and the fidelity bond shall be in such form and
amount generally acceptable for entities serving as master servicers or
trustees.
Section 3.04 Access to Certain Documentation.
The Master Servicer and each Servicer shall provide to the OTS
and the FDIC and to comparable regulatory authorities supervising Holders of
Subordinate Certificates and the examiners and supervisory agents of the OTS,
the FDIC and such other authorities, access to the documentation required by
applicable regulations of the OTS and the FDIC with respect to the
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Mortgage Loans. Such access shall be afforded without charge, but only upon
reasonable and prior written request and during normal business hours at the
offices designated by the Master Servicer and each Servicer. Nothing in this
Section 3.04 shall limit the obligation of the Master Servicer or a Servicer to
observe any applicable law, and the failure of the Master Servicer or such
Servicer to provide access as provided in this Section 3.04 as a result of such
obligation shall not constitute a breach of this Section 3.04.
Section 3.05 Maintenance of Primary Insurance Policy;
Claims.
With respect to each Mortgage Loan which was covered by a
Primary Insurance Policy on the Cut-off Date, or the date that such Mortgage
Loan is transferred to the Trustee, the Servicer servicing such Mortgage Loan
shall, without any cost to the Trust Estate, maintain or cause the Mortgagor to
maintain in full force and effect a Primary Insurance Policy insuring that
portion of the Mortgage Loan in excess of a percentage in conformity with FNMA
requirements. Each Servicer shall pay or shall cause the Mortgagor to pay the
premium thereon on a timely basis, at least until the Loan-to-Value Ratio of
such Mortgage Loan is reduced to 80% or such other Loan-to-Value Ratio as may be
required by law. If such Primary Insurance Policy is terminated, the related
Servicer shall obtain from another insurer a comparable replacement policy, with
a total coverage equal to the remaining coverage of such terminated Primary
Insurance Policy. If the insurer shall cease to be an insurer acceptable to
FNMA, such Servicer shall notify the Trustee in writing, it being understood
that such Servicer shall not have any responsibility or liability for any
failure to recover under the Primary Insurance Policy for such reason. If the
related Servicer determines that recoveries under the Primary Insurance Policy
are jeopardized by the financial condition of the insurer, such Servicer shall
obtain from another insurer which meets the requirements of this Section 3.05 a
replacement insurance policy. No Servicer shall take any action that would
result in noncoverage under any applicable Primary Insurance Policy of any loss
that, but for the actions of the related Servicer, would have been covered
thereunder. In connection with any assumption or substitution agreement entered
into or to be entered into pursuant to Section 3.13, the related Servicer shall
promptly notify the insurer under the related Primary Insurance Policy, if any,
of such assumption or substitution of liability in accordance with the terms of
such Primary Insurance Policy and shall take all actions which may be required
by such insurer as a condition to the continuation of coverage under such
Primary Insurance Policy. If such Primary Insurance Policy is terminated as a
result of such assumption or substitution of liability, such Servicer shall
obtain a replacement Primary Insurance Policy as provided above.
In connection with its activities as servicer, each Servicer
agrees to prepare and present, on behalf of itself, the Trustee, and the
Certificateholders, claims to the insurer under any Primary Insurance Policy in
a timely fashion in accordance with the terms of such Primary Insurance Policy
and, in this regard, to take such action as shall be necessary to permit
recovery under any Primary Insurance Policy respecting a Defaulted Mortgage
Loan. Pursuant to Section 3.08(b)(iii), any amounts collected by a Servicer
under any Primary Insurance Policy shall be deposited in the related Servicer
Custodial Account, subject to withdrawal pursuant to Section 3.11.
Each Servicer will comply with all provisions of applicable
state and federal law relating to the cancellation of, or collection of premiums
with respect to, Primary Insurance
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Policies, including, but not limited to, the provisions of the Homeowners
Protection Act of 1998, and all regulations promulgated thereunder, as amended
from time to time.
Section 3.06 Rights of the Depositor and Others in Respect
of the Servicers.
The Depositor may, but is not obligated to, enforce the
obligations of either Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of a Servicer
hereunder and in connection with any such defaulted obligation to exercise the
related rights of a Servicer hereunder; provided that no Servicer shall be
relieved of any of its obligations hereunder by virtue of such performance by
the Depositor or its designee. Neither the Trustee, the Certificate
Administrator, the Master Servicer nor the Depositor shall have any
responsibility or liability for any action or failure to act by a Servicer nor
shall the Trustee, the Certificate Administrator or the Depositor be obligated
to supervise the performance of a Servicer hereunder or otherwise.
Any Subservicing Agreement that may be entered into and any
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such shall be deemed to be between the Subservicer and the
related Servicer alone, and the Trustee, the Certificate Administrator, the
Master Servicer and Certificateholders shall not be deemed parties thereto and
shall have no obligations, duties or liabilities with respect to the
Subservicer. Each Servicer shall be solely liable for all fees owed by it to any
Subservicer, irrespective of whether such Servicer's compensation pursuant to
this Agreement is sufficient to pay such fees.
Section 3.07 [Reserved].
Section 3.08 Collection of Mortgage Loan Payments; Servicer
Custodial Accounts; Certificate Account; and Upper-Tier Certificate Account.
(a) Each Servicer will proceed diligently, in accordance
with this Agreement, to collect all payments due under each of the Mortgage
Loans it services when the same shall become due and payable. Further, each
Servicer will in accordance with all applicable law, the terms of the Mortgage
Loans, and Customary Servicing Procedures applicable thereto ascertain and
estimate taxes, assessments, fire and hazard insurance premiums, mortgage
insurance premiums and all other charges with respect to the Mortgage Loans it
services that, as provided in any Mortgage, will become due and payable to the
end that the installments payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable. Consistent with the
foregoing, each Servicer may in its discretion (i) waive any late payment charge
or any prepayment charge or penalty interest in connection with the prepayment
of a Mortgage Loan it services and (ii) extend the due dates for payments due on
a Mortgage Note for a period not greater than 120 days; provided, however, that
such Servicer cannot extend the maturity of any such Mortgage Loan past the date
on which the final payment is due on the latest maturing Mortgage Loan as of the
Cut-Off Date. In the event of any such arrangement, such Servicer shall make
Periodic Advances on the related Mortgage Loan in accordance with the provisions
of Section 3.20 during the scheduled period in accordance with the amortization
schedule of such Mortgage Loan without modification thereof by reason of such
arrangements. No Servicer shall be required to institute or join in litigation
with respect to collection of any payment (whether under a Mortgage, Mortgage
Note or otherwise or against any public or
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governmental authority with respect to a taking or condemnation) if it
reasonably believes that enforcing the provision of the Mortgage or other
instrument pursuant to which such payment is required is prohibited by
applicable law.
(b) Each Servicer shall establish and maintain a Servicer
Custodial Account. Each Servicer shall deposit or cause to be deposited into the
related Servicer Custodial Account, all on a daily basis within one Business Day
of receipt, except as otherwise specifically provided herein, the following
payments and collections remitted by the related Subservicers or received by
such Servicer in respect of the Mortgage Loans it services subsequent to the
Cut-Off Date (other than in respect of principal and interest due on the
Mortgage Loans on or before the Cut-Off Date) and the following amounts required
to be deposited hereunder with respect to the Mortgage Loans it services:
(i) all payments on account of principal of the Mortgage
Loans, including Principal Prepayments;
(ii) all payments on account of interest on the Mortgage
Loans, net of the Servicing Fee;
(iii) (A) all Insurance Proceeds and Liquidation Proceeds,
other than Insurance Proceeds to be (1) applied to the restoration or
repair of the Mortgaged Property, (2) released to the Mortgagor in
accordance with Customary Servicing Procedures, the terms of the
Mortgage Loan, or applicable law or (3) required to be deposited to an
Escrow Account pursuant to Section 3.09(a) and (B) any Insurance
Proceeds released from an Escrow Account pursuant to Section 3.09(b)
(iv);
(iv) any amount required to be deposited by such Servicer
pursuant to Section 3.08(d) in connection with any losses on Permitted
Investments with respect to the related Servicer Custodial Account;
(v) any amounts required to be deposited by such Servicer
pursuant to Section 3.14;
(vi) all Repurchase Prices, all Substitution Adjustment
Amounts and all Subsequent Recoveries received by such Servicer;
(vii) Periodic Advances made by such Servicer pursuant to
Section 3.20 and any payments of Compensating Interest; and
(viii) any other amounts required to be deposited hereunder.
The foregoing requirements for deposits to a Servicer
Custodial Account by the related Servicer shall be exclusive, it being
understood and agreed that, without limiting the generality of the foregoing,
payments in the nature of prepayment penalties, late payment charges or
assumption fees, if collected, need not be deposited by such Servicer. If a
Servicer shall deposit in the related Servicer Custodial Account any amount not
required to be deposited, it may at any time withdraw or direct the institution
maintaining such Servicer Custodial Account to withdraw such amount from such
Servicer Custodial Account, any provision herein
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to the contrary notwithstanding. A Servicer Custodial Account may contain funds
that belong to one or more trust funds created for mortgage pass-through
certificates of other series and may contain other funds respecting payments on
mortgage loans belonging to such Servicer or serviced by such Servicer on behalf
of others; provided that such commingling of funds shall not be permitted at any
time during which Fitch's senior long-term unsecured debt rating of such
Servicer is below "A." Notwithstanding such commingling of funds, each Servicer
shall keep records that accurately reflect the funds on deposit in the related
Servicer Custodial Account that have been identified by it as being attributable
to the Mortgage Loans it services. Each Servicer shall maintain adequate records
with respect to all withdrawals made pursuant to this Section 3.08. All funds
required to be deposited in a Servicer Custodial Account shall be held in trust
for the Certificateholders until withdrawn in accordance with Section 3.11.
(c) [Reserved].
(d) Each institution at which a Servicer Custodial
Account is maintained shall invest the funds therein as directed in writing by
the related Servicer in Permitted Investments, which shall mature not later than
the Business Day next preceding the related Remittance Date (except that if such
Permitted Investment is an obligation of the institution that maintains such
account, then such Permitted Investment shall mature not later than such
Remittance Date), and shall not be sold or disposed of prior to its maturity.
All such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income or gain (net of any losses)
realized from any such investment of funds on deposit in a Servicer Custodial
Account shall be for the benefit of the related Servicer as servicing
compensation and shall be retained by it monthly as provided herein. The amount
of any losses realized in a Servicer Custodial Account in respect of any such
investments shall promptly be deposited by the related Servicer in such Servicer
Custodial Account.
(e) Each Servicer shall give notice to the Trustee and
the Master Servicer of any proposed change of the location of the related
Servicer Custodial Account maintained by such Servicer not later than 30 days
and not more than 45 days prior to any change thereof. The creation of a
Servicer Custodial Account shall be evidenced by a certification substantially
in the form of Exhibit F hereto. A copy of such certification shall be furnished
to the Master Servicer.
(f) The Certificate Administrator shall establish and
maintain in the name of the Trustee, for the benefit of the Certificateholders,
the Certificate Account as a segregated trust account or accounts. The
Certificate Account shall be an Eligible Account. The Master Servicer will
deposit in the Certificate Account, as identified by the Master Servicer and as
received by the Master Servicer, the following amounts:
(i) Any amounts withdrawn from a Servicer
Custodial Account;
(ii) Any Periodic Advances made by the Master
Servicer pursuant to Section 3.20 and any payments of Compensating
Interest;
(iii) Any Insurance Proceeds or Liquidation
Proceeds received by or on behalf of the Master Servicer or which were
not deposited in a Servicer Custodial Account;
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(iv) The Repurchase Price with respect to any
Mortgage Loans purchased by the Seller pursuant to the Mortgage Loan
Purchase Agreement or by the Depositor pursuant to Sections 2.02 or
2.04 hereof and all proceeds of any Mortgage Loans or property acquired
with respect thereto repurchased by the Master Servicer pursuant to
Section 10.01;
(v) Any amounts required to be deposited with
respect to losses on investments of deposits in a Servicer Custodial
Account or the Certificate Account; and
(vi) Any other amounts received by or on behalf
of the Master Servicer and required to be deposited in the Certificate
Account pursuant to this Agreement.
(g) All amounts deposited to the Certificate Account
shall be held by the Certificate Administrator in the name of the Trustee in
trust for the benefit of the Certificateholders in accordance with the terms and
provisions of this Agreement.
(h) The Certificate Account shall constitute a trust
account of the Trust segregated on the books of the Certificate Administrator
and held by the Certificate Administrator in trust in its Corporate Trust
Office. The Certificate Account shall be an Eligible Account. The amount at any
time credited to the Certificate Account may be invested, in the name of the
Trustee, for the benefit of the Certificateholders, in Permitted Investments as
directed by the Master Servicer. All Permitted Investments shall mature or be
subject to redemption or withdrawal on or before, and shall be held until, the
next succeeding Distribution Date if the obligor for such Permitted Investment
is the institution acting as Certificate Administrator or, if such obligor is
any other Person, the Business Day preceding such Distribution Date. All income
or gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Master
Servicer as master servicing compensation and shall be retained by it monthly as
provided herein. The amount of any losses realized in the Certificate Account in
respect of any such investments shall promptly be deposited by the Master
Servicer in the Certificate Account.
(i) The Certificate Administrator shall establish and
maintain the Upper-Tier Certificate Account (which may be a sub-account of the
Certificate Account). On each Distribution Date (other than the Final
Distribution Date, if such Final Distribution Date is in connection with a
purchase of the assets of the Trust Estate by the Depositor), the Certificate
Administrator shall, from funds available on deposit in the Certificate Account,
deposit, in immediately available funds, by wire transfer or otherwise, into the
Upper-Tier Certificate Account, the Lower-Tier Distribution Amount.
Section 3.09 Collection of Taxes, Assessments and Similar
Items; Escrow Accounts.
(a) To the extent required by the related Mortgage Note
and not violative of current law, each Servicer shall segregate and hold all
funds collected and received pursuant to each Mortgage Loan which constitute
Escrow Payments in trust separate and apart from any of its own funds and
general assets and for such purpose shall establish and maintain one or more
escrow accounts (collectively, the "Escrow Accounts"), in each case titled
"[Insert name of
55
Servicer], in trust for registered holders of Wachovia Mortgage Loan Trust, LLC
Mortgage Pass-Through Certificates, Series 2005-B and various Mortgagors." Each
Escrow Account shall be established with a commercial bank, a savings bank or a
savings and loan association that meets the guidelines set forth by FNMA or
FHLMC as an eligible institution for escrow accounts and which is a member of
the Automated Clearing House. In any case, each Escrow Account shall be insured
by the FDIC to the fullest extent permitted by law. Each Servicer shall deposit
in the appropriate Escrow Account on a daily basis, and retain therein: (i) all
Escrow Payments collected on account of the Mortgage Loans, (ii) all amounts
representing proceeds of any hazard insurance policy which are to be applied to
the restoration or repair of any related Mortgaged Property and (iii) all
amounts representing proceeds of any Primary Insurance Policy. Nothing herein
shall require a Servicer to compel a Mortgagor to establish an Escrow Account in
violation of applicable law or the terms of the related Mortgage Loan.
(b) Withdrawals of amounts so collected from the Escrow
Accounts may be made by a Servicer only (i) to effect timely payment of taxes,
assessments, mortgage insurance premiums, fire and hazard insurance premiums,
condominium or PUD association dues, or comparable items constituting Escrow
Payments for the related Mortgage, (ii) to reimburse the Servicer out of related
Escrow Payments made with respect to a Mortgage Loan for any Servicing Advance
made by the Servicer pursuant to Section 3.09(c) with respect to such Mortgage
Loan, (iii) to refund to any Mortgagor any sums determined to be overages, (iv)
for transfer to a Servicer Custodial Account upon default of a Mortgagor or in
accordance with the terms of the related Mortgage Loan and if permitted by
applicable law, (v) for application to restore or repair the Mortgaged Property,
(vi) to pay to the Mortgagor, to the extent required by law or the terms of the
Mortgage Loan, any interest paid on the funds deposited in the applicable Escrow
Account, (vii) to pay to itself any interest earned on funds deposited in the
applicable Escrow Accounts (and not required to be paid to the Mortgagor),
(viii) to the extent permitted under the terms of the related Mortgage Note and
applicable law, to pay late fees with respect to any Monthly Payment which is
received after the applicable grace period, (ix) to withdraw suspense payments
that are deposited into an Escrow Account, (x) to withdraw any amounts
inadvertently deposited in and Escrow Account or (xi) to clear and terminate any
Escrow Account upon the termination of this Agreement in accordance with Section
10.01. Any Escrow Account shall not be a part of the Trust Estate.
(c) With respect to each Mortgage Loan, each Servicer
shall maintain accurate records reflecting the status of taxes, assessments and
other charges which are or may become a lien upon the Mortgaged Property and the
status of Primary Insurance Policy premiums and fire and hazard insurance
coverage. Each Servicer shall obtain, from time to time, all bills for the
payment of such charges (including renewal premiums) and shall effect payment
thereof prior to the applicable penalty or termination date and at a time
appropriate for securing maximum discounts allowable, employing for such purpose
deposits of the Mortgagor in the Escrow Account, if any, which shall have been
estimated and accumulated by such Servicer in amounts sufficient for such
purposes, as allowed under the terms of the Mortgage Loan. To the extent that a
Mortgage Loan does not provide for Escrow Payments, such Servicer shall
determine whether any such payments are made by the Mortgagor. Each Servicer
assumes full responsibility for the timely payment of all such bills and shall
effect timely payments of all such bills irrespective of each Mortgagor's
faithful performance in the payment of same or the making of the Escrow
Payments. Each Servicer shall advance any such payments that are not timely
56
paid, but each Servicer shall be required so to advance only to the extent that
such Servicing Advances, in the good faith judgment of the related Servicer,
will be recoverable by such Servicer out of Insurance Proceeds, Liquidation
Proceeds or otherwise.
Section 3.10 Access to Certain Documentation and Information
Regarding the Mortgage Loans.
Each Servicer shall afford the Master Servicer and the Trustee
reasonable access to all records and documentation in its possession regarding
the Mortgage Loans it services and all accounts, insurance information and other
matters relating to this Agreement, such access being afforded without charge,
but only upon reasonable request and during normal business hours at the office
designated by each Servicer.
Upon reasonable advance notice in writing, each Servicer will
provide to each Certificateholder which is a savings and loan association, bank
or insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans it services sufficient to permit such
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates; provided
that each Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by such Servicer in providing
such reports and access.
Section 3.11 Permitted Withdrawals from the Servicer
Custodial Accounts, Certificate Account and Upper-Tier Certificate Account.
(a) Each Servicer may from time to time make withdrawals
from the related Servicer Custodial Account, for the following purposes:
(i) to pay to such Servicer (to the extent not previously
retained), the servicing compensation to which it is entitled pursuant
to Section 3.17, and to pay to such Servicer, as additional servicing
compensation, earnings on or investment income with respect to funds in
or credited to such Servicer Custodial Account;
(ii) to reimburse such Servicer for unreimbursed Advances
made by it, such right of reimbursement pursuant to this clause (ii)
being limited to amounts received on the Mortgage Loan(s) in respect of
which any such Advance was made;
(iii) to reimburse such Servicer for any Nonrecoverable
Advance previously made or any Advances capitalized in accordance with
Section 3.21(c);
(iv) to reimburse such Servicer for Insured Expenses from
the related Insurance Proceeds;
(v) to pay to the purchaser, with respect to each
Mortgage Loan or REO Property that has been purchased pursuant to
Section 2.02 or 2.04, all amounts received thereon after the date of
such purchase;
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(vi) [Reserved];
(vii) to reimburse such Servicer or the Depositor for
expenses incurred by any of them and reimbursable pursuant to Section
7.03;
(viii) to withdraw any amount deposited in such Servicer
Custodial Account and not required to be deposited therein;
(ix) to remit to the Certificate Administrator on each
Remittance Date (i) all amounts credited to such Servicer Custodial
Account as of the close of business on the related Determination Date,
net of charges against or withdrawals from such Servicer Custodial
Account pursuant to this Section 3.11(a), and excluding any Principal
Prepayments received after the end of the preceding calendar month,
plus (ii) to the extent not already deposited in such Servicer
Custodial Account, all Compensating Interest and Periodic Advances, if
any, for such Distribution Date which the Servicer is obligated to
remit pursuant to Sections 3.17 and 3.20, respectively, minus (iii) any
amounts attributable to Monthly Payments in respect of a Due Date or
Due Dates subsequent to the related Due Date for such Remittance Date;
and
(x) to clear and terminate such Servicer Custodial
Account upon termination of this Agreement pursuant to Section 10.01.
Each Servicer shall keep and maintain separate accounting
records, on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the related Servicer Custodial Account pursuant
to clauses (i), (ii), (iv) and (v). Prior to making any withdrawal from the
Servicer Custodial Account pursuant to clause (iii), each Servicer shall deliver
to the Master Servicer an Officer's Certificate of a Servicing Officer
indicating the amount of any previous Advance determined by such Servicer to be
a Nonrecoverable Advance and identifying the related Mortgage Loan(s) and their
respective portions of such Nonrecoverable Advance.
With respect to any remittance received by the Certificate
Administrator after the Remittance Date on which such remittance was due, the
applicable Servicer shall pay to the Certificate Administrator (for the benefit
of the Master Servicer) interest on such late payment at an annual rate equal to
the prime rate, adjusted as of the date of each change, plus two (2) percentage
points, but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the related Servicer Custodial Account
by the applicable Servicer for remittance to the Certificate Administrator on
the date such late payment is made and shall cover the period commencing with
the day following such Remittance Date and ending with the day on which such
payment is made, both inclusive. The payment by a Servicer of any such interest
shall not be deemed an extension of time for payment or a waiver of any Event of
Default by the Master Servicer or the Certificate Administrator.
(b) The Certificate Administrator shall withdraw funds
from the Certificate Account for distributions to Certificateholders in the
manner specified in this Agreement. In addition, the Certificate Administrator
may from time to time make withdrawals from the Certificate Account for the
following purposes:
(i) to reimburse the Master Servicer for unreimbursed
Advances made by it, such right of reimbursement pursuant to this
clause (i) being limited to amounts received on the Mortgage Loan(s) in
respect of which any such Advance was made;
(ii) to reimburse the Master Servicer for any
Nonrecoverable Advance previously made or any Advances capitalized in
accordance with Section 3.21(c);
(iii) to reimburse the Master Servicer for Insured Expenses
from the related Insurance Proceeds;
(iv) on each Distribution Date, to pay to the Master
Servicer the Master Servicing Fee with respect to the Mortgage Loans in
each Loan Group due on such Distribution Date, from the Pool
Distribution Amount, and to pay to the Master Servicer as additional
compensation earnings on or investment income with respect to funds in
the Certificate Account;
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(v) to reimburse the Trustee, the Master Servicer and the
Certificate Administrator for, or to pay expenses incurred by either
such party which are reimbursable or payable pursuant to Section 3.01,
7.03, 7.05, 8.01, 9.07 or 9.11 of this Agreement;
(vi) to withdraw and return to the Master Servicer any
amount deposited in the Certificate Account and not required to be
deposited therein; and
(vii) to clear and terminate the Certificate Account upon
termination of the Agreement pursuant to Section 10.01.
The Master Servicer shall keep and maintain a separate accounting, on a Mortgage
Loan by Mortgage Loan basis, and shall provide a copy to the Certificate
Administrator, for the purpose of accounting for any reimbursement from the
Certificate Account pursuant to clauses (i) through (iii).
(c) Notwithstanding anything herein to the contrary, the
Regular Certificates and the Class 1-A-R Certificates shall not receive
distributions directly from the Certificate Account. On each Distribution Date,
funds on deposit in the Upper-Tier Certificate Account shall be used to make
payments on the Regular Certificates and the Class 1-A-R Certificates as
provided in Sections 5.01 and 5.02. The Upper-Tier Certificate Account shall be
cleared and terminated upon termination of this Agreement pursuant to Section
10.01.
Section 3.12 Maintenance of Hazard Insurance.
Each Servicer shall cause to be maintained for each Mortgage
Loan it services, fire and hazard insurance with extended coverage customary in
the area where the Mortgaged Property is located in an amount which is at least
equal to the lesser of (a) the full insurable value of the Mortgaged Property or
(b) the greater of (i) the outstanding principal balance owing on the Mortgage
Loan and (ii) an amount such that the proceeds of such insurance shall be
sufficient to avoid the application to the Mortgagor or loss payee of any
coinsurance clause under the policy. If the Mortgaged Property is in an area
identified in the Federal Register by the Federal Emergency Management Agency as
having special flood hazards (and such flood insurance has been made available)
the Servicer servicing the related Mortgage Loan will cause to be maintained a
flood insurance policy meeting the requirements of the current guidelines of the
Federal Insurance Administration and the requirements of FNMA or FHLMC. Each
Servicer shall also maintain on REO Property, fire and hazard insurance with
extended coverage in an amount which is at least equal to the maximum insurable
value of the improvements which are a part of such property, liability insurance
and, to the extent required, flood insurance in an amount required above. Any
amounts collected by a Servicer under any such policies (other than amounts to
be deposited in an Escrow Account and applied to the restoration or repair of
the property subject to the related Mortgage or property acquired in liquidation
of the Mortgage Loan, or to be released to the Mortgagor in accordance with the
terms of the Mortgage Loan, applicable law, or applicable Customary Servicing
Procedures) shall be deposited in the related Servicer Custodial Account,
subject to withdrawal pursuant to Section 3.11(a). It is understood and agreed
that no earthquake or other additional insurance need be required by a Servicer
of any Mortgagor or maintained on REO Property, other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. All policies required hereunder shall be
endorsed with standard mortgagee clauses with loss payable to the related
Servicer, and shall provide for at least 30 days prior written notice of any
cancellation, reduction in amount or material change in coverage to such
Servicer.
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The hazard insurance policies for each Mortgage Loan secured
by a unit in a condominium development or planned unit development shall be
maintained with respect to such Mortgage Loan and the related development in a
manner which is consistent with FNMA requirements.
Notwithstanding the foregoing, each Servicer may maintain a
blanket policy insuring against hazard losses on all of the Mortgaged Properties
relating to the Mortgage Loans in lieu of maintaining the required hazard
insurance policies for each Mortgage Loan and may maintain a blanket policy
insuring against special flood hazards in lieu of maintaining any required flood
insurance. Any such blanket policies shall (A) be consistent with prudent
industry standards, (B) name the related Servicer as loss payee, (C) provide
coverage in an amount equal to the aggregate unpaid principal balance on the
related Mortgage Loans without co-insurance, and (D) otherwise comply with the
requirements of this Section 3.12. Any such blanket policy may contain a
deductible clause; provided that if any Mortgaged Property is not covered by a
separate policy otherwise complying with this Section 3.12 and a loss occurs
with respect to such Mortgaged Property which loss would have been covered by
such a policy, the related Servicer shall deposit in the related Servicer
Custodial Account the difference, if any, between the amount that would have
been payable under a separate policy complying with this Section 3.12 and the
amount paid under such blanket policy.
Section 3.13 Enforcement of Due-On-Sale Clauses; Assumption
Agreements. Each Servicer shall, 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 no Servicer shall exercise any such rights if prohibited by law from doing
so.
Section 3.14 Realization Upon Defaulted Mortgage Loans; REO
Property.
(a) Each Servicer shall use reasonable efforts to
foreclose upon or otherwise comparably convert the ownership of Mortgaged
Properties securing such of the Mortgage Loans (but shall not sell or convey
such Mortgage Loan, except as required pursuant to Section 2.02, 2.04 or 10.01
of this Agreement) as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments. In
connection with such foreclosure or other conversion, each Servicer shall follow
the Customary Servicing Procedures applicable to it and shall meet the
requirements of the insurer under any Required Insurance Policy; provided,
however, that a Servicer may enter into a special servicing agreement with an
unaffiliated Holder of 100% Percentage Interest of a Class of Class B
Certificates or a holder of a class of securities representing interests in the
Class B Certificates alone or together with other subordinated mortgage
pass-through certificates, but the applicable Servicer will be required to
continue otherwise to service the Mortgage Loans in accordance with the
provisions of this Agreement. Such agreement shall be subject to each Rating
Agency's acknowledgment that the ratings of the Certificates in effect
immediately prior to the entering into such agreement would not be qualified,
downgraded or withdrawn and the Certificates would not be placed on credit
review status (except for possible upgrading) as a result of such agreement. Any
such agreement may contain provisions whereby such holder may instruct the
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related Servicer to commence or delay foreclosure proceedings with respect to
delinquent Mortgage Loans and will contain provisions for the deposit of cash by
the holder that would be available for distribution to Certificateholders if
Liquidation Proceeds are less than they otherwise may have been had such
Servicer acted in accordance with its normal procedures. Notwithstanding the
foregoing, no Servicer shall be required to expend its own funds in connection
with any foreclosure or towards the restoration of any Mortgaged Property unless
it shall determine (i) that such restoration and/or foreclosure will increase
the proceeds of liquidation of the Mortgage Loan after reimbursement to itself
of such expenses and (ii) that such expenses will be recoverable to it through
proceeds of the liquidation of the Mortgage Loan (respecting which it shall have
priority for purposes of withdrawals from the related Servicer Custodial
Account). Any such expenditures shall constitute Servicing Advances for purposes
of this Agreement.
The decision of a Servicer to foreclose on a Defaulted
Mortgage Loan shall be subject to a determination by such Servicer that the
proceeds of such foreclosure would exceed the costs and expenses of bringing
such a proceeding.
With respect to any REO Property, the deed or certificate of
sale shall be taken in the name of the Trustee for the benefit of the
Certificateholders, or its nominee, on behalf of the Certificateholders. The
Trustee's name shall be placed on the title to such REO Property solely as the
Trustee hereunder and not in its individual capacity. The Servicer servicing the
related Mortgage Loan shall ensure that the title to such REO Property
references this Agreement and the Trustee's capacity hereunder. Pursuant to its
efforts to sell such REO Property, such Servicer shall either itself or through
an agent selected by the Servicer manage, conserve, protect and operate such REO
Property in the same manner that it manages, conserves, protects and operates
other foreclosed property for its own account and in the same manner that
similar property in the same locality as the REO Property is managed. Incident
to its conservation and protection of the interests of the Certificateholders,
such Servicer may rent the same, or any part thereof, as such Servicer deems to
be in the best interest of the Certificateholders for the period prior to the
sale of such REO Property. Each Servicer shall prepare for and deliver to the
Certificate Administrator and the Trustee a statement with respect to each REO
Property that has been rented, if any, showing the aggregate rental income
received and all expenses incurred in connection with the management and
maintenance of such REO Property at such times as is necessary to enable the
Certificate Administrator to comply with the reporting requirements of the REMIC
Provisions; provided, however, that no Servicer shall have a duty to rent any
REO Property on behalf of the Trust. The net monthly rental income, if any, from
such REO Property shall be deposited in the related Servicer Custodial Account
no later than the close of business on each Determination Date. Each Servicer
shall perform, with respect to the Mortgage Loans, the tax reporting and
withholding required by Sections 1445 and 6050J of the Code with respect to
foreclosures and abandonments, the tax reporting required by Section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and,
if required by Section 6050P of the Code, with respect to the cancellation of
indebtedness by certain financial entities, by preparing such tax and
information returns as may be required, in the form required. Each Servicer
shall deliver copies of such reports to the Certificate Administrator and the
Trustee.
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The Trustee shall furnish each Servicer with any powers of
attorney and other documents in form as provided to it necessary or appropriate
to enable such Servicer to service and administer the related Mortgage Loans and
REO Property.
The Trustee shall execute and deliver to the related Servicer
any court pleadings, requests for trustee's sale or other documents necessary or
desirable in connection with (i) the foreclosure or trustee's sale with respect
to a Mortgaged Property; (ii) any legal action brought to obtain judgment
against any Mortgagor on the Mortgage Note or other security instrument; (iii)
obtaining a deficiency judgment against the Mortgagor; or (iv) enforcing any
other rights or remedies provided by the Mortgage Note or other security
instrument or otherwise available at law or equity.
The income earned from the management of any REO Properties,
net of reimbursement to a Servicer for expenses incurred (including any property
or other taxes) in connection with such management and net of unreimbursed
Servicing Fees, Periodic Advances and Servicing Advances applicable to such
Servicer, shall be applied to the payment of principal of and interest on the
related Defaulted Mortgage Loans (solely for the purposes of allocating
principal and interest, interest shall be treated as accruing as though such
Mortgage Loans were still current) and all such income shall be deemed, for all
purposes in this Agreement, to be payments on account of principal and interest
on the related Mortgage Notes and shall be deposited into the related Servicer
Custodial Account. To the extent the net income received during any calendar
month is in excess of the amount attributable to amortizing principal and
accrued interest at the related Mortgage Interest Rate on the related Mortgage
Loan for such calendar month, such excess shall be considered to be a partial
prepayment of principal of the related Mortgage Loan.
The proceeds from any liquidation of a Mortgage Loan, as well
as any income from an REO Property, will be applied in the following order of
priority: first, to reimburse the Servicer servicing such Mortgage Loan for any
related unreimbursed Servicing Advances and Servicing Fees; second, to reimburse
such Servicer for any unreimbursed Periodic Advances and to reimburse the
related Servicer Custodial Account for any Nonrecoverable Advances (or portions
thereof) that were previously withdrawn by the Servicer pursuant to Section
3.11(a)(ii) that related to such Mortgage Loan; third, to reimburse the Master
Servicer, the Certificate Administrator and the Trustee for any amounts incurred
by them in connection with such Mortgage Loan; fourth, to accrued and unpaid
interest (to the extent no Periodic Advance has been made for such amount or any
such Periodic Advance has been reimbursed) on the Mortgage Loan or related REO
Property, at the Mortgage Interest Rate to the Due Date occurring in the month
in which such amounts are required to be distributed; and fifth, as a recovery
of principal of the Mortgage Loan. Excess Proceeds, if any, from the liquidation
of a Liquidated Mortgage Loan will be retained by the Servicer as additional
servicing compensation pursuant to Section 3.17.
(b) When a Mortgage Loan becomes a Defaulted Mortgage
Loan, the related Servicer shall promptly notify the Certificate Administrator
of such occurrence.
Section 3.15 Custodian to Cooperate; Release of Mortgage
Files. Upon the payment in full of any Mortgage Loan, or the receipt by the
Servicer servicing such Mortgage
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Loan of a notification that payment in full will be escrowed in a manner
customary for such purposes, such Servicer will (and if the Servicer does not,
the Master Servicer may) immediately notify the Custodian by delivering, or
causing to be delivered, two copies (one of which will be returned to such
Servicer with the Mortgage File) of a Request for Release (which may be
delivered in an electronic format acceptable to the Custodian and such
Servicer). Upon receipt of such request, the Custodian shall within seven
Business Days release the related Mortgage File to or at the direction of such
Servicer. The Trustee shall at such Servicer's direction execute and deliver to
such Servicer the request for reconveyance, deed of reconveyance or release or
satisfaction of mortgage or such instrument releasing the lien of the Mortgage,
in each case provided by such Servicer, together with the Mortgage Note with
written evidence of cancellation thereon. If the Mortgage has been recorded in
the name of MERS or its designee, such Servicer shall take all necessary action
to reflect the release of the Mortgage on the records of MERS. To the extent
permitted by the terms of the Mortgage Loan and applicable law, expenses
incurred in connection with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the related Mortgagor. From time to time and
as shall be appropriate for the servicing or foreclosure of any Mortgage Loan,
including for such purpose collection under any policy of flood insurance, any
fidelity bond or errors or omissions policy, or for the purposes of effecting a
partial release of any Mortgaged Property from the lien of the Mortgage or the
making of any corrections to the Mortgage Note or the Mortgage or any of the
other documents included in the Mortgage File, the Custodian shall, upon
delivery to the Custodian of a Request for Release signed by a Servicing
Officer, release the Mortgage File within seven Business Days to the Servicer
servicing such Mortgage Loan. The Servicer shall cause the Mortgage File so
released to be returned to the Custodian when the need therefor by the Servicer
no longer exists, unless the Mortgage Loan is liquidated and the proceeds
thereof are deposited in the related Servicer Custodial Account, in which case
such Servicer shall deliver to the Custodian a Request for Release, signed by a
Servicing Officer.
The Trustee shall execute and deliver to each Servicer any
powers of attorney and other documents prepared by such Servicer that are
reasonably necessary or appropriate to enable such Servicer to carry out its
servicing and administrative duties under this Agreement, upon the request of
such Servicer. In addition, upon prepayment in full of any Mortgage Loan or the
receipt of notice that funds for such purpose have been placed in escrow, each
Servicer is authorized to give, as attorney-in-fact for the Trustee and the
mortgagee under the Mortgage, an instrument of satisfaction (or Assignment of
Mortgage without recourse) regarding the Mortgaged Property relating to such
Mortgage Loan, which instrument of satisfaction or Assignment of Mortgage, as
the case may be, shall be delivered to the Person entitled thereto against
receipt of the prepayment in full. If the Mortgage is registered in the name of
MERS or its designee, such Servicer shall take all necessary action to reflect
the release on the records of MERS. Such Servicer may deliver or cause to be
delivered to the Trustee, for signature, as appropriate, any court pleadings,
requests for trustee's sale or other documents necessary to effectuate any
foreclosure or any legal action brought to obtain judgment against the Mortgagor
on the Mortgage Note or the Mortgage or to obtain a deficiency judgment or to
enforce any other remedies or rights provided by the Mortgage Note or the
Mortgage otherwise available at law or in equity.
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Section 3.16 Documents, Records and Funds in Possession of
the Master Servicer and Servicers to be Held for the Trustee.
Each Servicer shall transmit to the Custodian all documents
and instruments in respect of a Mortgage Loan coming into the possession of such
Servicer from time to time and shall account fully to the Certificate
Administrator and the Trustee for any funds received by such Servicer or which
otherwise are collected by such Servicer as Liquidation Proceeds or Insurance
Proceeds in respect of any Mortgage Loan. The documents constituting the
servicing file shall be held by the Servicer servicing the related Mortgage Loan
as custodian and bailee for the Trustee. All Mortgage Files and funds collected
or held by, or under the control of, a Servicer in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds, including but not limited to, any funds on deposit in the
related Servicer Custodial Account, shall be held by such Servicer for and on
behalf of the Trustee and shall be and remain the sole and exclusive property of
the Trustee, subject to the applicable provisions of this Agreement. Each
Servicer also agrees that it shall not knowingly create, incur or subject any
Mortgage File or any funds that are deposited in the related Servicer Custodial
Account, Certificate Account or any Escrow Account, or any funds that otherwise
are or may become due or payable to the Trustee for the benefit of the
Certificateholders, to any claim, lien, security interest, judgment, levy, writ
of attachment or other encumbrance created by such Servicer, or assert by legal
action or otherwise any claim or right of setoff against any Mortgage File or
any funds collected on, or in connection with, a Mortgage Loan, except, however,
that each Servicer shall be entitled to set off against and deduct from any such
funds any amounts that are properly due and payable to such Servicer under this
Agreement.
Section 3.17 Servicing and Master Servicing Compensation.
Each Servicer shall be entitled out of each payment of
interest (or portion thereof) on a Mortgage Loan it services to retain or
withdraw from the related Servicer Custodial Account an amount equal to the
Servicing Fee for such Distribution Date.
Additional servicing compensation in the form of Excess
Proceeds, prepayment penalties, assumption fees, late payment charges and all
income and gain net of any losses realized from Permitted Investments and all
other customary and ancillary income and fees shall be retained by a Servicer to
the extent not required to be deposited in the related Servicer Custodial
Account pursuant to Section 3.08(b). Each Servicer shall be required to pay all
expenses incurred by it in connection with its servicing activities hereunder
and shall not be entitled to reimbursement therefor except as specifically
provided in this Agreement.
Notwithstanding the foregoing, with respect to the payment of
the Servicing Fee on any Distribution Date, the aggregate Servicing Fee for a
Servicer for such Distribution Date shall be reduced (but not below zero) by an
amount equal to the lesser of (a) the Prepayment Interest Shortfall for such
Distribution Date relating to the Mortgage Loans it services and (b) one-twelfth
of 0.25% of the aggregate Stated Principal Balance of such Mortgage Loans for
such Distribution Date in the case of the Mortgage Loans serviced by National
City, and one-twelfth of 0.375% of the aggregate Stated Principal Balance of
such Mortgage Loans for such Distribution Date in the case of the Mortgage Loans
serviced by SunTrust (any such reduction, "Compensating Interest"). To the
extent the Servicers fail to pay Compensating Interest in
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respect of any Distribution Date, the Master Servicer shall deposit into the
Certificate Account the amount of any Compensating Interest remaining unpaid by
the Servicers on any Distribution Date up to the amount the Master Servicing Fee
payable to the Master Servicer on such Distribution Date.
The Master Servicer shall be entitled to retain or withdraw
from the Certificate Account an amount equal to the Master Servicing Fee for
such Distribution Date in accordance with Section 3.11.
In addition, the Master Servicer will be
entitled to all income and gain realized
from any investment of funds in the
Certificate Account, pursuant to Section
3.08, for the performance of its activities
hereunder. The Master Servicer shall be
required to pay all expenses incurred by it
in connection with its activities hereunder
and shall not be entitled to reimbursement
therefor except as otherwise provided in
this Agreement.
Section 3.18 Annual Statements as to Compliance.
Commencing in the calendar year following the date of this
Agreement, each Servicer shall deliver to the Master Servicer on or before
February 28th of each calendar year (or if not a Business Day, the immediately
preceding Business Day), an Officer's Certificate stating, as to the signer
thereof, that (a) a review of the activities of such Servicer during the
preceding calendar year and of the performance of such Servicer under this
Agreement has been made under such officer's supervision, and (b) to the best of
such officer's knowledge, based on such review, such Servicer has fulfilled all
its obligations under this Agreement throughout such year, or, if there has been
a default in the fulfillment of any such obligation, specifying each such
default known to such officer and the nature and status thereof.
Commencing in the calendar year following the date of this
Agreement, the Master Servicer shall deliver to the Depositor on or before
February 28th of each calendar year (or if not a Business Day, the immediately
preceding Business Day), an Officer's Certificate, certifying that with respect
to the period ending December 31 of the prior year: (i) such Servicing Officer
has reviewed the activities of such Master Servicer during the preceding
calendar year or portion thereof and its performance under this Agreement, (ii)
to the best of such Servicing Officer's knowledge, based on such review, such
Master Servicer has performed and fulfilled its duties, responsibilities and
obligations under this Agreement in all material respects throughout such year,
or, if there has been a default in the fulfillment of any such duties,
responsibilities or obligations, specifying each such default known to such
Servicing Officer and the nature and status thereof, (iii) nothing has come to
the attention of such Servicing Officer to lead such Servicing Officer to
believe that any Servicer has failed to perform any of its duties,
responsibilities and obligations under its Servicing Agreement in all material
respects throughout such year, or, if there has been a material default in the
performance or fulfillment of any such duties, responsibilities or obligations,
specifying each such default known to such Servicing Officer and the nature and
status thereof.
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Section 3.19 Annual Independent Public Accountants'
Servicing and Master Servicing Statements; Financial Statements.
Commencing in the calendar year following the date of this
Agreement, each Servicer shall, at its own expense, on or before February 28th
of each calendar year (or if not a Business Day, the immediately preceding
Business Day), cause a firm of independent public accountants (who may also
render other services to such Servicer or any affiliate thereof) which is a
member of the American Institute of Certified Public Accountants to furnish a
statement to the Master Servicer to the effect that such firm has with respect
to such Servicer's overall servicing operations, examined such operations in
accordance with the requirements of the Uniform Single Attestation Program for
Mortgage Bankers, stating such firm's conclusions relating thereto.
If the Master Servicer has, during the course of any fiscal
year, directly serviced any of the Mortgage Loans, then the Master Servicer at
its expense shall cause a nationally recognized firm of independent certified
public accountants to furnish a statement to the Depositor on or before February
28th of each calendar year (or if not a Business Day, the immediately preceding
Business Day), commencing in the calendar year following the date of this
Agreement, to the effect that, with respect to the most recently ended calendar
year, such firm has examined certain records and documents relating to the
Master Servicer's performance of its servicing obligations under this Agreement
and pooling and servicing and trust agreements in material respects similar to
this Agreement and to each other and that, on the basis of such examination
conducted substantially in compliance with the audit program for mortgages
serviced for Xxxxxxx Mac or the Uniform Single Attestation Program for Mortgage
Bankers, such firm is of the opinion that the Master Servicer's activities have
been conducted in compliance with this Agreement, or that such examination has
disclosed no material items of noncompliance except for (i) such exceptions as
such firm believes to be immaterial, (ii) such other exceptions as are set forth
in such statement and (iii) such exceptions that the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by
FHLMC requires it to report. If such report discloses exceptions that are
material, the Master Servicer shall advise the Trustee whether such exceptions
have been or are susceptible of cure, and will take prompt action to do so.
Section 3.20 Advances.
Each Servicer shall determine on or before each Servicer
Advance Date whether it is required to make a Periodic Advance pursuant to the
definition thereof. If a Servicer determines it is required to make a Periodic
Advance, it shall, on or before the Servicer Advance Date, either (a) deposit
into the related Servicer Custodial Account an amount equal to the Advance
and/or (b) make an appropriate entry in its records relating to the related
Servicer Custodial Account that any portion of the Amount Held for Future
Distribution with respect to a Loan Group in such Servicer Custodial Account has
been used by such Servicer in discharge of its obligation to make any such
Periodic Advance on a Mortgage Loan in such Loan Group. Any funds so applied
shall be replaced by such Servicer by deposit in such Servicer Custodial Account
no later than the close of business on the Business Day preceding the next
Servicer Advance Date. Each Servicer shall be entitled to be reimbursed from the
Servicer Custodial Account for all Advances of its own funds made pursuant to
this Section 3.20 as provided in
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Section 3.11(a). The obligation to make Periodic Advances with respect to any
Mortgage Loan shall continue until the ultimate disposition of the REO Property
or Mortgaged Property relating to such Mortgage Loan. Each Servicer shall inform
the Certificate Administrator and the Trustee of the amount of the Periodic
Advance to be made by such Servicer with respect to each Loan Group on each
Servicer Advance Date no later than the related Remittance Date.
Each Servicer shall deliver to the Certificate Administrator
on the related Servicer Advance Date an Officer's Certificate of a Servicing
Officer indicating the amount of any proposed Periodic Advance determined by
such Servicer to be a Nonrecoverable Advance. Notwithstanding anything to the
contrary, no Servicer shall be required to make any Periodic Advance or
Servicing Advance that would be a Nonrecoverable Advance.
If the Monthly Payment on a Mortgage Loan that was due on a
related Due Date is delinquent, other than as a result of application of the
Relief Act, and the amount of the Periodic Advance which the related Servicer
was required to make pursuant to this Section 3.20 exceeds the amount deposited
in the Certificate Account by such Servicer, then an Event of Default shall have
occurred with respect to such Servicer. The Master Servicer, in its capacity as
successor Servicer, or another successor Servicer appointed by the Master
Servicer hereunder will deposit in the Certificate Account not later than the
Business Day immediately preceding the related Distribution Date an amount equal
to such deficiency, net of the Servicing Fee (and, in the case of the Master
Servicer, the Master Servicing Fee) for such Mortgage Loan, except to the extent
the Master Servicer or other successor Servicer, as the case may be, determines
that any such advance, if made, would be a Nonrecoverable Advance. Subject to
the foregoing, the Master Servicer or other successor Servicer, as the case may
be, shall continue to make such advances through the date that the related
Servicer is required to do so under this Agreement. If the Master Servicer or
other successor Servicer, as the case may be, deems an advance to be a
Nonrecoverable Advance, on the second Business Day prior to the related
Distribution Date, the Master Servicer or such other successor Servicer shall
present an Officer's Certificate to the Certificate Administrator (i) stating
that the Master Servicer or such other successor Servicer elects not to make a
Periodic Advance in a stated amount and (ii) detailing the reason it deems the
advance to be a Nonrecoverable Advance.
Section 3.21 Modifications, Waivers, Amendments and
Consents.
(a) Except as provided in Section 3.08(a) and this
Section 3.21, no Servicer shall agree to enter into, or shall enter into, any
modification, waiver (other than a waiver referred to in Section 3.13, which
waiver, if any, shall be governed by Section 3.13), forbearance or amendment of
any term of any Mortgage Loan, unless such Mortgage Loan is a Defaulted Mortgage
Loan. All modifications, waivers, forbearances or amendments of any Defaulted
Mortgage Loan shall be in writing and shall be consistent with Customary
Servicing Procedures.
(b) The related Servicer may, with respect to any
Defaulted Mortgage Loan, agree to any modification, waiver, forbearance, or
amendment of any term of such Defaulted Mortgage Loan without the consent of the
Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the
Custodian or any Certificateholder; provided, however, that no Servicer shall
agree to enter into, or shall enter into, any modification, waiver, forbearance
or amendment
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of any Defaulted Mortgage Loan if such modification, waiver, forbearance, or
amendment would:
(i) affect the amount or timing of any related payment of
principal, interest or other amount payable thereunder; or
(ii) in such Servicer's judgment, materially impair the
security for such Mortgage Loan or reduce the likelihood of timely
payment of amounts due thereon;
unless, in either case, such modification, waiver, forbearance or amendment is,
in such Servicer's judgment, reasonably likely to produce a greater recovery
with respect to such Mortgage Loan than would liquidation. Subject to the
applicable Customary Servicing Procedures, the related Servicer may permit a
forbearance for a Mortgage Loan which such Servicer has been advised would
default if such forbearance is not granted.
(c) Any payment of interest, which is deferred pursuant
to any modification, waiver, forbearance or amendment permitted hereunder, shall
not, for purposes hereof, including, without limitation, calculating monthly
distributions to Certificateholders, be added to the unpaid principal balance of
the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan
or such modification, waiver or amendment so permit. However, interest may be
capitalized in accordance with a loan modification pursuant to Section 3.21(b).
(d) The related Servicer may, to the extent permitted by
applicable law or the terms of the Mortgage Loan, as a condition to granting any
request by a Mortgagor for consent, modification, or amendment, the granting of
which is within such Servicer's discretion pursuant to the Mortgage Loan and is
permitted by the terms of this Agreement, require that such Mortgagor pay to
such Servicer, as additional servicing compensation, a reasonable or customary
fee for the additional services performed in connection with such request,
together with any related costs and expenses incurred by such Servicer, which
amount shall be retained by such Servicer as additional servicing compensation.
(e) Each Servicer shall notify the Depositor and the
Master Servicer, in writing, of any modification or amendment of any term of any
Mortgage Loan it services and the date thereof, and shall deliver to the
Custodian for deposit in the related Mortgage File, an original counterpart of
the agreement relating to such modification or amendment, promptly (and in any
event within ten Business Days) following the execution thereof; provided,
however, that if any such modification or amendment is required by applicable
law to be recorded, such Servicer (i) shall deliver to the Custodian a copy
thereof and (ii) shall deliver to the Custodian such document, with evidence of
notification upon receipt thereof from the public recording office, if
applicable.
Section 3.22 Reports to the Securities and Exchange
Commission.
Within 15 days after each Distribution Date, the Certificate
Administrator shall, in accordance with industry standards, file with the
Securities and Exchange Commission via the Electronic Data Gathering and
Retrieval System ("XXXXX"), a Form 8-K (or other comparable form containing the
same or comparable information or other information mutually agreed upon) with a
copy of the statement to the Trustee who shall (to the extent received from the
Certificate
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Administrator) make available (via the Trustee's internet website) a copy of the
monthly statement to the Certificateholders for such Distribution Date as an
exhibit thereto. Prior to January 30 in each year, the Certificate Administrator
shall, in accordance with industry standards, file a Form 15 Suspension Notice
with respect to the Trust, if applicable. Prior to (i) March 15, 2006 and (ii)
unless and until a Form 15 Suspension Notice shall have been filed, prior to
March 15 of each year thereafter, the Master Servicer shall provide the
Certificate Administrator with a Master Servicer Certification, together with a
copy of the annual independent accountant's servicing report and annual
statement of compliance of each Servicer, and, if applicable, the annual
independent accountant's servicing report and annual statement of compliance to
be delivered by the Master Servicer pursuant to Sections 3.18 and 3.19. Prior to
(i) March 31, 2006, or such earlier filing date as may be required by the
Securities and Exchange Commission, and (ii) unless and until a Form 15
Suspension Notice shall have been filed, March 31 of each year thereafter, or
such earlier filing date as may be required by the Securities and Exchange
Commission, the Certificate Administrator shall prepare and file and the Master
Servicer shall sign, a Form 10-K, in substance conforming to industry standards,
with respect to the Trust. Such Form 10-K shall include the Master Servicer
Certification and other documentation provided by the Master Servicer pursuant
to the second preceding sentence. The Depositor hereby grants to the Certificate
Administrator a limited power of attorney to execute and file each Form 8-K and
Form 15 Suspension Notice and hereby grants to the Master Servicer a limited
power of attorney to execute and file each Form 10-K on behalf of the Depositor.
Such powers of attorney shall continue until either the earlier of (i) receipt
by the Certificate Administrator or the Master Servicer, as applicable, from the
Depositor of written termination of such power of attorney and (ii) the
termination of the Trust. The Depositor agrees to promptly furnish to the
Certificate Administrator, from time to time upon request, such further
information, reports and financial statements within its control related to this
Agreement and the Mortgage Loans as the Certificate Administrator reasonably
deems appropriate to prepare and file all necessary reports with the Commission.
The Certificate Administrator shall have no responsibility to file any items
other than those specified in this Section 3.22; provided, however, that the
Certificate Administrator will cooperate with the Depositor in connection with
any additional filings with respect to the Trust as the Depositor deems
necessary under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Fees and expenses incurred by the Certificate Administrator in connection
with this Section 3.22 shall not be reimbursable from the Trust.
Section 3.23 Annual Certification.
(a) Commencing in the calendar year following the date of
this Agreement, each Servicer shall execute and deliver to the Master Servicer
on or before February 28th of each calendar year (or if not a Business Day, the
immediately preceding Business Day), an Officer's Certificate for the benefit of
the Master Servicer and its officers, directors and affiliates, certifying as to
the following matters:
(i) Based on such officer's knowledge, the information in
the Officer's Certificates and statements delivered pursuant to
Sections 3.18 and 3.19 of this Agreement and all Servicer's
Certificates and reports, Officer's Certificates and other information
relating to the servicing of the Mortgage Loans serviced by such
Servicer taken as a whole does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading as of the date of this
certification;
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(ii) The servicing information required to be provided to
the Master Servicer by such Servicer under this Agreement has been
provided to the Master Servicer;
(iii) Such officer is responsible for reviewing the
activities performed by such Servicer under this Agreement and, based
upon the review required by this Agreement, and except as disclosed in
the Officer's Certificates and statements delivered to the Master
Servicer pursuant to Sections 3.18 and 3.19 of this Agreement and all
Servicer's Certificates and reports, Officer's Certificates and other
information relating to the servicing of the Mortgage Loans serviced by
such Servicer, such Servicer has, as of the date of the certification,
fulfilled its obligations under this Agreement; and
(iv) Such officer has disclosed to the Master Servicer all
significant deficiencies relating to such Servicer's compliance with
the minimum servicing standards in accordance with a review conducted
in compliance with the Uniform Single Attestation Program for Mortgage
Bankers.
(b) Each Servicer shall indemnify and hold harmless the
Master Servicer and its officers, directors, agents and affiliates from and
against any losses, damages, penalties, fines, forfeitures, reasonable legal
fees and related costs, judgments and other costs and expenses arising out of or
based upon a breach by such Servicer or any of its officers, directors, agents
or affiliates of its obligations under this Section 3.23 or the negligence, bad
faith or willful misconduct of such Servicer in connection therewith. If the
indemnification provided for herein is unavailable or insufficient to hold
harmless the Master Servicer, then such Servicer agrees that it shall contribute
to the amount paid or payable by the Master Servicer as a result of the losses,
claims, damages or liabilities of the Master Servicer in such proportion as is
appropriate to reflect the relative fault of the Master Servicer on the one hand
and such Servicer on the other in connection with a breach of such Servicer's
obligations under this Section 3.23, or such Servicer's negligence, bad faith or
willful misconduct in connection therewith. The provisions of this Section 3.23
shall survive the termination of this Agreement.
Section 3.24 Master Servicer.
The Master Servicer shall supervise, monitor and oversee the
obligation of the Servicers to service and administer their respective Mortgage
Loans in accordance with the terms of this Agreement and shall have full power
and authority to do any and all things which it may deem necessary or desirable
in connection with such master servicing and administration. In performing its
obligations hereunder, the Master Servicer shall act in a manner consistent with
Accepted Master Servicing Practices. Furthermore, the Master Servicer shall
oversee and consult with each Servicer as necessary from time to time to carry
out the Master Servicer's obligations hereunder, shall receive, review and
evaluate all reports, information and other data provided to the Master Servicer
by each Servicer and shall cause each Servicer to perform and observe the
covenants, obligations and conditions to be performed or observed by such
Servicer under this Agreement. The Master Servicer shall independently and
separately monitor each Servicer's servicing activities with respect to each
related Mortgage Loan, reconcile the results of such monitoring with such
information provided in the previous sentence on a monthly basis and coordinate
corrective adjustments to the Servicers' and Master Servicer's records, and
based on such reconciled and corrected information, the Master Servicer shall
provide such information
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to the Certificate Administrator as shall be necessary in order for it to
prepare the statements specified in Section 5.04, and prepare any other
information and statements required to be forwarded by the Master Servicer
hereunder. The Master Servicer shall reconcile the results of its Mortgage Loan
monitoring with the actual remittances of the Servicers as reported to the
Master Servicer.
Section 3.25 Monitoring of Servicers.
(a) their Master Servicer shall be responsible for
reporting to the Trustee and the Depositor the compliance by each Servicer with
its duties under this Agreement. In the review of each Servicer's activities,
the Master Servicer may rely upon an Officer's Certificate of the Servicer (or
similar document signed by an officer of the Servicer) with regard to such
Servicer's compliance with the terms of this Agreement. In the event that the
Master Servicer, in its judgment, determines that a Servicer should be
terminated in accordance with this Agreement, or that a notice should be sent
pursuant to this Agreement with respect to the occurrence of an event that,
unless cured, would constitute grounds for such termination, the Master Servicer
shall notify the Depositor and the Trustee thereof, and the Master Servicer
shall issue such notice or take such other action as it deems appropriate.
(b) The Master Servicer, for the benefit of the Trustee
and the Certificateholders, shall enforce the obligations of each Servicer under
this Agreement, and shall, in the event that a Servicer fails to perform its
obligations in accordance with this Agreement, subject to the preceding
paragraph and to Article VIII, terminate the rights and obligations of such
Servicer hereunder and act as servicer of the related Mortgage Loans or appoint
a successor Servicer; provided, however, it is understood and acknowledged by
the parties hereto that there will be a period of transition (not to exceed 90
days) before the actual servicing functions (other than the advancing function
required by Section 3.20 hereof) can be fully transferred to such successor
Servicer. Such enforcement, including, without limitation, the legal prosecution
of claims, termination of servicing and the pursuit of other appropriate
remedies, shall be in such form and carried out to such an extent and at such
time as the Master Servicer, in its good faith business judgment, would require
were it the owner of the related Mortgage Loans. The Master Servicer shall pay
the costs of such enforcement at its own expense, except as set forth below,
provided that the Master Servicer shall not be required to prosecute or defend
any legal action except to the extent that the Master Servicer shall have
received reasonable indemnity for its costs and expenses in pursuing such
action.
(c) To the extent that the costs and expenses of the
Master Servicer related to any termination of a Servicer, appointment of a
successor Servicer or the transfer and assumption of servicing by the Master
Servicer (including, without limitation, (i) all legal costs and expenses and
all due diligence costs and expenses associated with an evaluation of the
potential termination of the Servicer as a result of an event of default by such
Servicer and (ii) all costs and expenses associated with the complete transfer
of servicing, including, but not limited to, all servicing files and all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the successor Servicer to correct any errors or
insufficiencies in the servicing data or otherwise to enable the successor
service to service the Mortgage Loans in accordance with this Agreement) are not
fully and timely reimbursed by the
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terminated Servicer, the Master Servicer shall be entitled to reimbursement of
such costs and expenses from the Certificate Account.
(d) The Master Servicer shall require each Servicer to
comply with the remittance requirements and other obligations set forth in this
Agreement.
(e) If the Master Servicer acts as Servicer, it will not
assume liability for the representations and warranties of the Servicer that it
replaces.
Section 3.26 Power to Act; Procedures.
The Master Servicer shall master service the Mortgage Loans
and shall have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, to do any and all things that it may deem
necessary or desirable in connection with the master servicing and
administration of the Mortgage Loans, including but not limited to the power and
authority (i) to execute and deliver, on behalf of the Certificateholders and
the Trustee, customary consents or waivers and other instruments and documents,
(ii) to consent to transfers of any Mortgaged Property and assumptions of the
Mortgage Notes and related Mortgages, (iii) to collect any Insurance Proceeds
and Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement; provided, however,
that the Master Servicer shall not (and, consistent with its responsibilities
under Section 3.25, shall not permit any Servicer to) and each Servicer agrees
that it will not knowingly or intentionally take any action, or fail to take (or
fail to cause to be taken) any action reasonably within its control and the
scope of duties more specifically set forth herein, that, under the REMIC
Provisions, if taken or not taken, as the case may be, would cause the Trust to
fail to qualify as a REMIC or result in the imposition of a tax upon the Trust
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth
in Section 860G(d) of the Code) unless the Master Servicer has received an
Opinion of Counsel (but not at the expense of the Master Servicer) to the effect
that the contemplated action would not cause the Trust to fail to qualify as a
REMIC or result in the imposition of a tax upon the Trust. The Trustee shall
furnish the Master Servicer, upon written request from a Servicing Officer, with
any powers of attorney empowering the Master Servicer or any Servicer to execute
and deliver instruments of satisfaction or cancellation, or of partial or full
release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
Property, and to appeal, prosecute or defend in any court action relating to the
Mortgage Loans or the Mortgaged Property, in accordance with this Agreement, and
the Trustee shall execute and deliver such other documents, as the Master
Servicer may request, to enable the Master Servicer to master service and
administer the Mortgage Loans and carry out its duties hereunder, in each case
in accordance with Accepted Master Servicing Practices (and the Trustee shall
have no liability for misuse of any such powers of attorney by the Master
Servicer or any Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the "doing business" or tax laws of
such state if such action is taken in its name, the Master Servicer shall join
with the Trustee in the appointment of a co-trustee pursuant to Section 9.09
hereof. In the performance of its duties hereunder, the Master Servicer
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shall be an independent contractor and shall not, except in those instances
where it is taking action in the name of the Trustee, be deemed to be the agent
of the Trustee.
ARTICLE IV
SERVICER'S MONTHLY REPORTS
Section 4.01 Servicer's Monthly Reports.
On the 10th calendar day of each month, each Servicer shall
deliver to the Master Servicer a Servicer's Certificate in substance and format
mutually acceptable to each Servicer and the Master Servicer) setting forth the
information necessary in order for the Master Servicer to perform its reporting
obligations under this Agreement.
ARTICLE V
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS;
REMIC ADMINISTRATION
Section 5.01 Distributions. On each Distribution Date, based
solely on the information provided to the Certificate Administrator by the
Master Servicer and the Servicers, the Certificate Administrator shall
distribute out of the Upper-Tier Certificate Account or the Certificate Account,
as applicable (to the extent funds are available therein), to each
Certificateholder of record on the related Record Date (other than as provided
in Section 10.01 respecting the final distribution) by wire transfer to the
account at a bank or other depository institution having appropriate wire
transfer facilities specified in writing by such Certificateholder to the
Certificate Administrator or, if no such prior written wire transfer instruction
has been provided to the Certificate Administrator, by check mailed to such
Certificateholder entitled to receive a distribution on such Distribution Date
at the address appearing in the Certificate Register, or by such other means of
payment as such Certificateholder and the Certificate Administrator shall agree
upon, such Certificateholder's Percentage Interest in the amount to which the
related Class of Certificates is entitled in accordance with the priorities set
forth below in Section 5.02.
None of the Holders of any Class of Certificates, the
Depositor, the Master Servicer, the Servicers, the Certificate Administrator or
the Trustee shall in any way be responsible or liable to Holders of any Class of
Certificates in respect of amounts properly previously distributed on any such
Class.
Section 5.02 Priorities of Distributions.
(a) On each Distribution Date, based solely on the
information provided to the Certificate Administrator by the Master Servicer and
the Servicers, the Certificate Administrator shall withdraw from the Certificate
Account (to the extent funds are available therein) (1) the amounts payable to
the Master Servicer pursuant to Sections 3.11(b) and shall pay such funds to the
Master Servicer and (2) the Pool Distribution Amount for each Loan Group, and
shall apply such funds, first, to distributions in respect of the Uncertificated
Lower-Tier Regular Interests for
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deposit in the Upper-Tier Certificate Account, as specified in this Section
5.02(a) and then from the Upper-Tier Certificate Account to distributions on the
Certificates, paying priorities (i) through (ii) to each Group from the
applicable Pool Distribution Amount and priorities (iii) and (iv) from the
remaining combined Pool Distribution Amounts, in the following order of priority
and to the extent of such funds:
(i) to each Class of Senior Certificates of such Loan
Group, an amount allocable to interest equal to the Interest
Distribution Amount for such Class and any shortfall being allocated
among such Classes in proportion to the amount of the Interest
Distribution Amount that would have been distributed in the absence of
such shortfall;
(ii) to the Senior Certificates of a Group, in an
aggregate amount up to the Senior Principal Distribution Amount for
such Group, such distribution to be allocated among such Classes in
accordance with Section 5.02(b);
(iii) to each Class of Subordinate Certificates, subject to
paragraph (d) below, in the following order of priority:
(A) to the Class B-1 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(B) to the Class B-1 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero;
(C) to the Class B-2 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(D) to the Class B-2 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero;
(E) to the Class B-3 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(F) to the Class B-3 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero;
(G) to the Class B-4 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
(H) to the Class B-4 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero;
(I) to the Class B-5 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date;
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(J) to the Class B-5 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero;
(K) to the Class B-6 Certificates, an amount
allocable to interest equal to the Interest Distribution
Amount for such Class for such Distribution Date; and
(L) to the Class B-6 Certificates, an amount
allocable to principal equal to its Pro Rata Share for such
Distribution Date until the Class Certificate Balance thereof
has been reduced to zero; and
(iv) to the Holder of the Class 1-A-R Certificates, any
amounts remaining in the Upper-Tier Certificate Account.
No Class of Certificates will be entitled to any distributions
with respect to the amount payable pursuant to clause (ii) of the definition of
"Interest Distribution Amount" after its Class Certificate Balance has been
reduced to zero.
All distributions in respect of the Interest Distribution
Amount for a Class will be applied first with respect to the amount payable
pursuant to clause (i) of the definition of "Interest Distribution Amount," and
second with respect to the amount payable pursuant to clause (ii) of such
definition.
Distributions on the Uncertificated Lower-Tier Regular Interests. On
each Distribution Date the Trustee shall be deemed to distribute to itself, as
the holder of the Uncertificated Lower-Tier Regular Interests, the Lower-Tier
Distribution Amount in the amounts and with the priorities set forth in the
definition thereof.
Realized Losses shall be allocated among the Uncertificated Lower-Tier
Regular Interests as specified in the definition of Lower-Tier Realized Losses.
Subsequent Recoveries shall be applied to the Uncertificated Lower-Tier
Regular Interests in a manner analogous to the application of Realized Losses of
the Uncertificated Lower-Tier Regular Interests.
For federal income tax purposes, the Pass-Through Rate for the Class
B-1, Class B-2, Class B-3, Class B-4, Class B-5 and Class B-6 Certificates for
any Distribution Date shall be expressed as a per annum rate equal to the
weighted average of the Uncertificated Pass-Through Rates for Uncertificated
Lower-Tier Regular Interests Y-1, Y-2, Y-3 and Y-4, weighted, for each of the
foregoing determinations, on the basis of the respective Uncertificated
Principal Balance of each such Uncertificated Lower-Tier Regular Interest
(computed to eight decimal places), immediately prior to such Distribution Date.
(b) (i) With respect to the Class A Certificates of
Loan Group 1:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Related Group for Loan Group 1
pursuant to Section 5.02(a)(ii) for
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such Distribution Date, will be distributed based solely on the information
contained in each Servicer's Certificate in the following order of priority:
first, to the Class 1-A-R Certificates in respect of Component
I thereof until its Class Certificate Balance has been reduced to zero;
second, concurrently, to the Class 1-A-1 Certificates and the
Class 1-A-2 Certificates, pro rata, until their Class Certificate Balances have
been reduced to zero.
(ii) With respect to the Class A Certificates of Loan
Group 2:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Related Group for Loan Group 2
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed
to the following Classes of Certificates, concurrently, as follows:
(A) 36.2060850360% to the Class 2-A-1
Certificates, until their Class Certificate
Balance has been reduced to zero;
(B) 59.9440012551%, sequentially, to the Class
2-A-2, Class 2-A-3 and Class 2-A-4
Certificates, in that order, until their
Class Certificate Balances have been reduced
to zero; and
(C) 3.8499137088% to the Class 2-A-5
Certificates until their Class Certificate
Balance has been reduced to zero.
(iii) With respect to the Class A Certificates of Loan
Group 3:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Related Group for Loan Group 3
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed
to the Class 3-A-1 Certificates and Class 3-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero.
(iv) With respect to the Class A Certificates of Loan
Group 4:
On each Distribution Date prior to the Senior Credit Support
Depletion Date, the amount distributable to the Related Group for Loan Group 4
pursuant to Section 5.02(a)(ii) for such Distribution Date, will be distributed
to the Class 4-A-1 Certificates and Class 4-A-2 Certificates, pro rata, until
their Class Certificate Balances have been reduced to zero.
(v) Notwithstanding the foregoing, on each Distribution
Date prior to the Senior Credit Support Depletion Date but on or after the date
on which the aggregate Class Certificate Balance of the Class A Certificates of
a Group have been reduced to zero, amounts otherwise distributable from the
Unscheduled Principal Amounts for the Related Loan Group on the Subordinate
Certificates will be paid as principal to the remaining classes of Class A
Certificates in accordance with the priorities set forth for the applicable
Group in (i), (ii), (iii) or (iv) above, provided that on such Distribution Date
(a) the Aggregate Subordinate Percentage for such Distribution Date is less than
twice the initial Aggregate Subordinate Percentage or (b) the
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outstanding principal balance of all Mortgage Loans (including, for this
purpose, any Mortgage Loans in foreclosure or any REO Property and any Mortgage
Loan for which the mortgagor has filed for bankruptcy) delinquent 60 days or
more (averaged over the preceding six-month period), as a percentage of the
aggregate Class Certificate Balance of the Subordinate Certificates, is greater
than or equal to 50%. If the Class A Certificates of two or more Groups remain
outstanding, the distributions described above will be made to the Class A
Certificates of such Groups, pro rata, in proportion to the aggregate Class
Certificate Balance of the Class A Certificates of each such Group. In addition,
if on any Distribution Date the aggregate Class Certificate Balance of the Class
A Certificates of a Group is greater than the Adjusted Pool Amount of the
related Loan Group (any such Group, the "Undercollateralized Group" and any such
excess, the "Undercollateralized Amount"), all amounts otherwise distributable
as principal on the Subordinate Certificates pursuant to 5.02(a)(iii)(L), (J),
(H), (F), (D) and (B), in that order, will be paid as principal to the Class A
Certificates of the Undercollateralized Group in accordance with the priorities
set forth for the applicable Group above under (i), (ii), (iii) or (iv) until
the aggregate Class Certificate Balance of the Class A Certificates of the
Undercollateralized Group equals the Adjusted Pool Amount of the related Loan
Group. The amount of any Class Unpaid Interest Shortfalls with respect to the
Undercollateralized Group (including any Class Unpaid Interest Shortfalls for
such Distribution Date) will be paid to the Undercollateralized Group prior to
the payment of any Undercollateralized Amount from amounts otherwise
distributable as principal on the Subordinate Certificates pursuant to Section
5.02(a)(iii)(L), (J), (H), (F), (D) and (B), in that order: such amount will be
paid to such Undercollateralized Group in accordance with the priorities set
forth in Section 5.02(a)(i) up to their Interest Distribution Amounts for such
Distribution Date. If two or more Groups are Undercollateralized Groups, the
distributions described above will be made, pro rata, in proportion to the
amount by which the aggregate Class Certificate Balance of the Class A
Certificates of each such Group exceeds the Adjusted Pool Amount of the related
Loan Group.
On each Distribution Date on or after the Senior Credit
Support Depletion Date, notwithstanding the allocation and priority set forth
above, the portion of the Pool Distribution Amount with respect to a Loan Group
available to be distributed as principal of the Class A Certificates of the
Related Group shall be distributed concurrently, as principal, on such Classes,
pro rata, on the basis of their respective Class Certificate Balances, until the
Class Certificate Balances thereof are reduced to zero.
(c) On each Distribution Date, Accrued Certificate
Interest for each Class of Certificates for such Distribution Date shall be
reduced by such Class's pro rata share, based on such Class's Interest
Distribution Amount for such Distribution Date, without taking into account the
allocation made by this Section 5.02(c), of (A) Non-Supported Interest
Shortfalls, and (B) each Relief Act Reduction incurred during the calendar month
preceding the month of such Distribution Date. In addition, on each Distribution
Date on and after the Senior Credit Support Depletion Date, Accrued Certificate
Interest for each Class of Certificates relating to a Loan Group for such
Distribution Date also shall be reduced by such Class's pro rata share, based on
such Class's Interest Distribution Amount for such Distribution Date, without
taking into account the allocation made by this Section 5.02(c), of any Realized
Loss on a Mortgage Loan in the Related Loan Group allocable to interest.
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(d) Notwithstanding the priority and allocation contained
in Section 5.02(a)(iii), if with respect to any Class of Subordinate
Certificates on any Distribution Date, (i) the aggregate of the Class
Certificate Balances immediately prior to such Distribution Date of all Classes
of Subordinate Certificates which have a higher numerical Class designation than
such Class, divided by (ii) the aggregate Pool Stated Principal Balance for all
Loan Groups immediately prior to such Distribution Date (the "Fractional
Interest") is less than the Original Fractional Interest for such Class, no
Unscheduled Principal Payments will be made to any Classes junior to such Class
(the "Restricted Classes") and the Class Certificate Balances of the Restricted
Classes will not be used in determining the Pro Rata Share for the Subordinate
Certificates that are not Restricted Classes. Any funds remaining will be
distributed in the order provided in Section 5.02(a)(iii).
Section 5.03 Allocation of Losses.
(a) On or prior to the 10th calendar day of each month,
each Servicer shall inform the Master Servicer in writing with respect to each
Mortgage Loan it services: (1) whether any Realized Loss is a Deficient
Valuation or a Debt Service Reduction, (2) of the amount of such loss or
Deficient Valuation, or of the terms of such Debt Service Reduction and (3) of
the total amount of Realized Losses. The Master Servicer shall provide such
information to the Certificate Administrator and, based on such information, the
Certificate Administrator shall determine and allocate the total amount of
Realized Losses with respect to the related Distribution Date. Realized Losses
shall be allocated to the Certificates by a reduction in the Class Certificate
Balances of the designated Classes pursuant to Section 5.03(b) below.
(b) The Class Certificate Balance of the Class of
Subordinate Certificates then outstanding with the highest numerical Class
designation shall be reduced on each Distribution Date by the amount, if any,
necessary such that the aggregate of the Class Certificate Balances of all
outstanding Classes of Certificates (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on such Distribution Date) equals the sum of the Adjusted Pool Amounts for such
Distribution Date.
After the Senior Credit Support Depletion Date, the Class
Certificate Balances of the Senior Certificates of the Related Loan Group in the
aggregate shall be reduced on each Distribution Date by the amount, if any, by
which the aggregate of the Class Certificate Balances of all outstanding Senior
Certificates of such Related Loan Group (after giving effect to the amount to be
distributed as a distribution of principal and the allocation of Realized Losses
on the Mortgage Loans in the Related Loan Group on such Distribution Date)
exceeds the Adjusted Pool Amount for such Loan Group and such Distribution Date.
Any such reduction shall be allocated among the Classes of
Senior Certificates of the Related Group pro rata based on the Class Certificate
Balances immediately prior to such Distribution Date.
(c) Any Realized Loss allocated to a Class of
Certificates or any reduction in the Class Certificate Balance of a Class of
Certificates pursuant to Section 5.03(b) above shall be allocated among the
Certificates of such Class pro rata in proportion to their respective Percentage
Interests.
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(d) The calculation of the amount to be distributed as
principal to any Class of Certificates with respect to a Distribution Date (the
"Calculated Principal Distribution") shall be made prior to the allocation of
any Realized Losses for such Distribution Date; provided, however, that the
actual distribution of principal to the Classes of Certificates shall be made
subsequent to the allocation of Realized Losses for such Distribution Date. In
the event that after the allocation of Realized Losses for a Distribution Date,
the Calculated Principal Distribution for a Class of Subordinated Certificates
is greater than the Class Certificate Balance of such Class, the excess shall be
distributed pro rata to the Classes of Subordinate Certificates in accordance
with their remaining Class Certificate Balances.
(e) After the Senior Credit Support Depletion Date, on
any Distribution Date on which the Class 1-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 1-A-2 Certificates will be
reduced by the Class 1-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 1-A-1 Certificates will not
be reduced by the Class 1-A-2 Loss Allocation Amount. After the Senior Credit
Support Depletion Date, on any Distribution Date on which the Class 2-A-5 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the
Class 2-A-5 Certificates will be reduced by the Class 2-A-5 Loss Allocation
Amount and, notwithstanding Section 5.03(b), the Class Certificate Balances of
the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates will not
be reduced by the Class 2-A-5 Loss Allocation Amount. After the Senior Credit
Support Depletion Date, on any Distribution Date on which the Class 3-A-2 Loss
Allocation Amount is greater than zero, the Class Certificate Balance of the
Class 3-A-2 Certificates will be reduced by the Class 3-A-2 Loss Allocation
Amount and, notwithstanding Section 5.03(b), the Class Certificate Balance of
the Class 3-A-1 Certificates will not be reduced by the Class 3-A-2 Loss
Allocation Amount. After the Senior Credit Support Depletion Date, on any
Distribution Date on which the Class 4-A-2 Loss Allocation Amount is greater
than zero, the Class Certificate Balance of the Class 4-A-2 Certificates will be
reduced by the Class 4-A-2 Loss Allocation Amount and, notwithstanding Section
5.03(b), the Class Certificate Balance of the Class 4-A-1 Certificates will not
be reduced by the Class 4-A-2 Loss Allocation Amount.
(f) If, after taking into account any Subsequent
Recoveries, the amount of a Realized Loss is reduced, the amount of such
Subsequent Recoveries will be applied to increase the Class Certificate Balance
of the Class of Certificates with the highest payment priority to which Realized
Losses have been allocated, but not by more than the amount of Realized Losses
previously allocated to that Class of Certificates pursuant to this Section
5.03. The amount of any remaining Subsequent Recoveries will be applied to
sequentially increase the Class Certificate Balance of the Certificates,
beginning with the Class of Certificates with the next highest payment priority,
up to the amount of such Realized Losses previously allocated to such Class or
Classes of Certificates pursuant to this Section 5.03. Holders of such
Certificates will not be entitled to any payments in respect of current 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 Class Certificate Balance of each Certificate of such Class in
accordance with its respective Fractional Interest.
(g) Notwithstanding any other provision of this Section
5.03, no Class Certificate Balance of a Class will be increased on any
Distribution Date such that the Class Certificate Balance of such Class exceeds
its Initial Class Certificate Balance less all
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distributions of principal previously distributed in respect of such Class on
prior Distribution Dates.
Section 5.04 Statements to Certificateholders.
(a) Prior to the Distribution Date in each month, based
solely upon the information provided to the Certificate Administrator by the
Master Servicer and on each Servicer's Certificate delivered to the Master
Servicer pursuant to Section 4.01, the Certificate Administrator shall determine
the following information with respect to such Distribution Date:
(i) for each Loan Group, the amount allocable to
principal, separately identifying the aggregate amount of any Principal
Prepayments and Liquidation Proceeds included therein;
(ii) for each Loan Group, the amount allocable to
interest, any Class Unpaid Interest Shortfall included in such
distribution and any remaining Class Unpaid Interest Shortfall after
giving effect to such distribution;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall and the allocation thereof as between principal
and interest;
(iv) the Class Certificate Balance of each Class of
Certificates after giving effect to the distribution of principal on
such Distribution Date;
(v) for each Loan Group, the Pool Stated Principal
Balance for the following Distribution Date;
(vi) for each Group, the Senior Percentage and the
Subordinate Percentage for the following Distribution Date and the
Total Senior Percentage and Aggregate Subordinate Percentage for the
following Distribution Date;
(vii) the amount of the Servicing Fee paid to or retained
by each Servicer with respect to each Loan Group and such Distribution
Date;
(viii) the Pass-Through Rate for each such Class of
Certificates with respect to such Distribution Date;
(ix) for each Loan Group, the amount of Periodic Advances
included in the distribution on such Distribution Date and the
aggregate amount of Periodic Advances outstanding as of the close of
business on such Distribution Date;
(x) for each Loan Group, the number and aggregate
principal amounts of Mortgage Loans (A) delinquent (exclusive of
Mortgage Loans in foreclosure) (1) 1 to 30 days (2) 31 to 60 days (3)
61 to 90 days and (4) 91 or more days and (B) in foreclosure, as of the
close of business on the last day of the calendar month preceding such
Distribution Date;
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(xi) for each Loan Group, with respect to any Mortgage
Loan that became an REO Property during the preceding calendar month,
the loan number and Stated Principal Balance of such Mortgage Loan as
of the close of business on the Determination Date preceding such
Distribution Date and the date of acquisition thereof;
(xii) for each Loan Group, the total number and principal
balance of any REO Properties (and market value, if available) as of
the close of business on the Determination Date preceding such
Distribution Date;
(xiii) for each Loan Group, the Senior Prepayment Percentage
and the Subordinate Prepayment Percentage for the following
Distribution Date;
(xiv) for each Loan Group, the aggregate amount of Realized
Losses incurred during the preceding calendar month; and
(xv) for each Loan Group, the amount of any Subsequent
Recoveries.
(b) No later than each Distribution Date, the Certificate
Administrator shall make available on its website at xxx.xxxxxxx.xxx a statement
(the "Distribution Date Statement") setting forth the information set forth in
Section 5.04(a) and shall provide a copy of such Distribution Date Statement to
the Trustee. Upon written request, the Certificate Administrator shall mail a
paper copy of the Distribution Date Statement to any Person that is unable to
use xxx.xxxxxxx.xxx. The Certificate Administrator shall have the right to
change the way statements are distributed in order to make such distribution
more convenient and/or accessible to the Certificateholders and the Rating
Agencies and the Certificate Administrator shall provide timely notice to all
regarding such changes.
In the case of information furnished pursuant to clauses (i),
(ii) and (ix) of Section 5.04(a), the amounts shall be expressed as a dollar
amount per Certificate with a $1,000 denomination.
On each Distribution Date, the Certificate Administrator shall
prepare and furnish to the Financial Market Service, in electronic or such other
format and media mutually agreed upon by the Certificate Administrator, the
Financial Market Service and the Depositor, the information contained in the
statement described in Section 5.04(a) for such Distribution Date.
Within a reasonable period of time after the end of each
calendar year, the Certificate Administrator shall furnish to each Person who at
any time during the calendar year was the Holder of a Certificate, if requested
in writing by such Person, a statement containing the information set forth in
clauses (i), (ii) and (vii) of Section 5.04(a), in each case aggregated for such
calendar year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Certificate Administrator shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Certificate Administrator pursuant to any
requirements of the Code as from time to time in force.
The Certificate Administrator shall deliver to the Holders of
Certificates and the Trustee any reports or information the Certificate
Administrator is required by this Agreement or the Code, Treasury Regulations or
REMIC Provisions to deliver to the Holders of Certificates,
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and the Certificate Administrator shall prepare and provide to the
Certificateholders and the Trustee (by mail, telephone, or publication as may be
permitted by applicable Treasury Regulations) such other reasonable information
as the Certificate Administrator deems necessary or appropriate or is required
by the Code, Treasury Regulations, and the REMIC Provisions including, but not
limited to, (i) information to be reported to the Holders of the Residual
Certificates for quarterly notices on Schedule Q (Form 1066) (which information
shall be forwarded to the Holders of the Residual Certificates by the
Certificate Administrator), (ii) information to be provided to the Holders of
Certificates with respect to amounts which should be included as interest and
original issue discount in such Holders' gross income and (iii) information to
be provided to all Holders of Certificates setting forth the percentage of each
REMIC's assets, determined in accordance with Treasury Regulations using a
convention, not inconsistent with Treasury Regulations, selected by the
Certificate Administrator in its absolute discretion, that constitute real
estate assets under Section 856 of the Code, and assets described in Section
7701(a)(19)(C) of the Code; provided, however, that in setting forth the
percentage of such assets of each REMIC, nothing contained in this Agreement,
including without limitation Section 7.03 hereof, shall be interpreted to
require the Certificate Administrator periodically to appraise the fair market
values of the assets of the Trust Estate or to indemnify the Trust Estate, any
Certificateholders, or any other Person from any adverse federal, state or local
tax consequences associated with a change subsequently required to be made in
the Depositor's initial good faith determinations of such fair market values (if
subsequent determinations are required pursuant to the REMIC Provisions) made
from time to time.
Section 5.05 Tax Returns and Reports to Certificateholders.
(a) For federal income tax purposes, each REMIC shall
have a calendar year taxable year and shall maintain its books on the accrual
method of accounting.
(b) The Certificate Administrator shall prepare or cause
to be prepared, shall cause to be timely signed by the Trustee, and shall file
or cause to be filed with the Internal Revenue Service and applicable state or
local tax authorities income tax information returns for each taxable year with
respect to each REMIC containing such information at the times and in the manner
as may be required by the Code, the Treasury Regulations or state or local tax
laws, regulations, or rules, and shall furnish or cause to be furnished to each
REMIC and the Certificateholders the schedules, statements or information at
such times and in such manner as may be required thereby. Within 30 days of the
Closing Date, the Certificate Administrator shall furnish or cause to be
furnished to the Internal Revenue Service, on Form 8811 or as otherwise required
by the Code or the Treasury Regulations, the name, title, address and telephone
number of the person that Holders of the Certificates may contact for tax
information relating thereto, together with such additional information at the
time or times and in the manner required by the Code or the Treasury
Regulations. Such federal, state, or local income tax or information returns
shall be signed by the Trustee, or such other Person as may be required to sign
such returns by the Code, the Treasury Regulations or state or local tax laws,
regulations, or rules.
(c) In the first federal income tax return of each of the
Upper-Tier and the Lower-Tier REMIC for its short taxable year ending December
31, 2005, REMIC status shall be elected for such taxable year and all succeeding
taxable years.
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(d) The Certificate Administrator will maintain or cause
to be maintained such records relating to each REMIC, including but not limited
to records relating to the income, expenses, assets and liabilities of the Trust
Estate, and the initial fair market value and adjusted basis of the Trust Estate
property and assets determined at such intervals as may be required by the Code
or the Treasury Regulations, as may be necessary to prepare the foregoing
returns, schedules, statements or information.
Section 5.06 Tax Matters Person. The Tax Matters Person
shall have the same duties with respect to each REMIC as those of a "tax matters
partner" under Subchapter C of Chapter 63 of Subtitle F of the Code. The Seller,
as Holder of a Percentage Interest in the Class 1-A-R Certificates, is hereby
designated as the Tax Matters Person for the Upper-Tier REMIC and the Lower-Tier
REMIC. By its acceptance of a Class 1-A-R Certificate, each Holder thereof
irrevocably appoints the Certificate Administrator to act as agent for the Tax
Matters Person for the Upper-Tier REMIC and the Lower-Tier REMIC, except that
the Certificate Administrator shall not be required to pay any taxes.
Section 5.07 Rights of the Tax Matters Person in Respect of
the Certificate Administrator. The Certificate Administrator shall afford the
Tax Matters Person, upon reasonable notice during normal business hours, access
to all records maintained by the Certificate Administrator in respect of its
duties hereunder and access to officers of the Certificate Administrator
responsible for performing such duties. The Certificate Administrator shall make
available to the Tax Matters Person such books, documents or records relating to
the Certificate Administrator's services hereunder as the Tax Matters Person
shall reasonably request. The Tax Matters Person shall not have any
responsibility or liability for any action or failure to act by the Certificate
Administrator and is not obligated to supervise the performance of the
Certificate Administrator under this Agreement or otherwise.
Section 5.08 REMIC Related Covenants. For as long as the
Trust shall exist, the Trustee, the Certificate Administrator, the Depositor and
each Servicer shall act in accordance herewith to assure continuing treatment of
the Upper-Tier REMIC and the Lower-Tier REMIC as REMICs and avoid the imposition
of tax on either REMIC. In particular:
(a) The Trustee shall not create, or permit the creation
of, any "interests" in either REMIC within the meaning of Code Section
860D(a)(2) other than the interests represented by the Regular Certificates, the
Residual Certificates and the Uncertificated Lower-Tier Regular Interests.
(b) Except as otherwise provided in the Code, (i) the
Depositor and each Servicer shall not contribute to the Trust Estate and the
Custodian, on behalf of the Trustee, and the Trustee shall not accept property
unless substantially all of the property held in each REMIC constitutes either
"qualified mortgages" or "permitted investments" as defined in Code Sections
860G(a)(3) and (5), respectively, and (ii) no property shall be contributed to
each REMIC after the start-up day unless such contribution would not subject the
Trust Estate to the 100% tax on contributions to a REMIC after the start-up day
of the REMIC imposed by Code Section 860G(d).
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(c) Except as otherwise provided in this Agreement,
neither the Trustee nor the Certificate Administrator shall accept on behalf of
either REMIC any fee or other compensation for services and none of the
Certificate Administrator, the Trustee or any Servicer shall knowingly accept,
on behalf of the Trust Estate any income from assets other than those permitted
to be held by a REMIC.
(d) Neither the Servicers, the Trustee, nor the
Certificate Administrator shall sell or permit the sale of all or any portion of
the Mortgage Loans (other than in accordance with Sections 2.02, 2.04 or
3.14(b)), unless such sale is pursuant to a "qualified liquidation" of the
applicable REMIC as defined in Code Section 860F(a)(4)(A) and in accordance with
Article X.
(e) The Certificate Administrator shall maintain books
with respect to the Trust and each REMIC on a calendar year taxable year and on
an accrual basis.
None of the Master Servicer, the Servicers, the Certificate
Administrator or the Trustee shall engage in a "prohibited transaction" (as
defined in Code Section 860F(a)(2)), except that, with the prior written consent
of the Servicer and the Depositor, the Trustee or the Certificate Administrator
may engage in the activities otherwise prohibited by the foregoing paragraphs
(b), (c) and (d); provided that the Servicers shall have delivered to the
Trustee and the Certificate Administrator an Opinion of Counsel to the effect
that such transaction will not result in the imposition of a tax on either the
Upper-Tier REMIC or the Lower-Tier REMIC and will not disqualify either REMIC
from treatment as a REMIC; and, provided further, that the Servicers shall have
demonstrated to the satisfaction of the Trustee and the Certificate
Administrator that such action will not adversely affect the rights of the
Holders of the Certificates, the Certificate Administrator, or the Trustee and
that such action will not adversely impact the rating of the Certificates.
ARTICLE VI
THE CERTIFICATES
Section 6.01 The Certificates. The Classes of Senior
Certificates and the Subordinate Certificates shall be substantially in the
forms set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit B and Exhibit C, as
applicable, and shall, on original issue, be executed by the Trustee and shall
be authenticated and delivered by the Trustee to or upon the order of the
Depositor upon receipt by the Custodian, on behalf of the Trustee, of the
documents specified in Section 2.01. The Senior Certificates (other than the
Class 1-A-R Certificates) shall be available to investors in interests
representing minimum dollar Certificate Balances of $10,000 and integral
multiples of $1 in excess thereof. The Subordinate Certificates shall be
available to investors in interests representing minimum dollar Certificate
Balances of $10,000 and integral dollar multiples of $1 in excess thereof
(except one Certificate of such Class may be issued with a different Certificate
Balance). Other than the 0.01% Percentage Interest in the Class 1-A-R
Certificates to be held by the Seller, the minimum denomination of the Class
1-A-R Certificates will be 20% of the Percentage Interest of the Class 1-A-R
Certificates. The Senior Certificates (other than the Class 1-A-R Certificates)
and the Class B-1, Class B-2 and Class B-3 Certificates shall initially be
issued in book-entry form through the Depository and delivered to the
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Depository or its designee, and all other Classes of Certificates shall
initially be issued in definitive, fully-registered form.
The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by an authorized officer or signatory.
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 Trustee, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the execution and delivery of
such Certificates or did not hold such offices or positions 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 countersigned by the Trustee substantially in the form provided for
herein, and such countersignature 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 countersignature.
Section 6.02 Registration of Transfer and Exchange of
Certificates.
(a) The Certificate Administrator shall cause to be kept
at an office or agency in the city in which the Corporate Trust Office of the
Certificate Administrator is located a Certificate Register in which, subject to
such reasonable regulations as it may prescribe, the Certificate Administrator
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Certificate Administrator
shall initially serve as Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided.
(b) At the option of the Certificateholders, Certificates
may be exchanged for other Certificates of authorized denominations of the same
Class and aggregate Percentage Interest, 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 and the Trustee shall
authenticate, countersign and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall be duly endorsed by, or
be accompanied by a written instrument of transfer in form satisfactory to the
Certificate Registrar duly executed by, the Holder thereof or its attorney duly
authorized in writing.
(c) (i) Except as provided in paragraph (c)(iii)
below, the Book-Entry Certificates shall at all times remain
registered in the name of the Depository or its nominee and at all
times: (A) registration of the Certificates may not be transferred
except to another Depository; (B) the Depository shall maintain
book-entry records with respect to the Certificate Owners and with
respect to ownership and transfers of such Book-Entry Certificates; (C)
ownership and transfers of registration of the Book-Entry Certificates
on the books of the Depository shall be governed by applicable rules
established by the Depository; (D) the Depository may collect its
usual and customary fees, charges and expenses from its Depository
Participants; (E) the Depository shall be the representative of the
Certificate Owners of the Book-Entry Certificates for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of the Depository shall not be deemed to
be inconsistent if they are made with
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respect to different Certificate Owners; and (F) the Certificate
Administrator 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.
(ii) 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 Owner. Each Depository Participant shall
only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
(iii) If (A) (1) the Depositor advises the Certificate
Administrator in writing that the Depository is no longer willing or
able to properly discharge its responsibilities as Depository, and (2)
the Certificate Administrator or the Depositor is unable to locate a
qualified successor, or (B) to the extent permitted by law, the
Depositor at its option advises the Certificate Administrator in
writing that it elects to terminate the book-entry system through the
Depository, the Certificate Administrator shall notify all Certificate
Owners, through the Depository, of the occurrence of any such event and
of the availability of definitive, fully-registered Certificates (the
"Definitive Certificates") to Certificate Owners. Upon surrender to
the Certificate Administrator of the related Class of Certificates
by the Depository, accompanied by the instructions from the
Depository for registration, the Certificate Administrator shall
prepare the Definitive Certificates, which will be executed and
authenticated by the Trustee pursuant to clause (b) above. None of the
Servicers, the Depositor, the Certificate Administrator or the Trustee
shall be liable for any delay in delivery of such instruction and may
conclusively rely on, and shall be protected in relying on, such
instructions. The Depositor shall provide the Certificate Administrator
with an adequate inventory of certificates to facilitate the issuance
and transfer of Definitive Certificates. Upon the issuance of
Definitive Certificates, the Holders of the Definitive Certificates
shall be recognized as Certificateholders hereunder.
(d) No transfer of a Private Certificate shall be made
unless such transfer 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 such laws. In the event of any such transfer, (i) unless such
transfer is made in reliance on Rule 144A under the 1933 Act, the Certificate
Administrator or the Depositor may require a written Opinion of Counsel (which
may be in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Certificate Administrator 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 and such laws or is being
made pursuant to the 1933 Act and such laws, which Opinion of Counsel shall not
be an expense of the Certificate Administrator or the Depositor and (ii) the
Certificate Administrator shall require a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as
Exhibit G-1 and a certificate from such Certificateholder's prospective
transferee substantially in the form attached hereto either as Exhibit G-2A or
as Exhibit G-2B, which certificates shall not be an expense of the Certificate
Administrator or the Depositor; provided that the foregoing requirements under
clauses (i) and
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(ii) shall not apply to a transfer of a Private Certificate between or among the
Depositor, the Seller, the Servicers, their affiliates or both. The Depositor
shall provide to any Holder of a Private Certificate and any prospective
transferees designated by any such Holder, information regarding the related
Certificates and the Mortgage Loans and such other information as shall be
necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4)
for transfer of any such certificate without registration thereof under the
1933 Act pursuant to the registration exemption provided by Rule 144A. The
Holder of a Private Certificate desiring to effect such transfer shall, and does
hereby agree to, indemnify the Master Servicer, the Certificate Administrator,
each Servicer, 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.
(e) No transfer of an ERISA Restricted Certificate or a Residual Certificate
shall be made unless the transferee delivers to the Certificate Administrator
either (i) a representation letter in the form of Exhibit H from the transferee
of such Certificate, which representation letter shall not be an expense of the
Depositor, the Certificate Administrator, the Trustee, the Master Servicer or
the Servicers, or (ii) in the case of any ERISA Restricted Certificate presented
for registration in the name of an employee benefit plan or arrangement,
including an individual retirement account, subject to Title I of ERISA, Section
4975 of the Code, or any federal, state or local law which is similar to Section
406 of ERISA or Section 4975 of the Code ("Similar Law") (collectively, a
"Plan"), or a trustee or custodian of any of the foregoing, an Opinion of
Counsel for the benefit of the Trustee, Servicers, the Master Servicer and the
Certificate Administrator upon which they may rely that the purchase of the
ERISA Restricted Certificate is permissible under local law, will not constitute
or result in a non-exempt prohibited transaction under Section 406 of ERISA,
Section 4975 of the Code or Similar Law, and will not subject the Certificate
Administrator, the Trustee, the Master Servicer or the Servicers to any
obligation or liability in addition to those undertaken in this Agreement, which
Opinion of Counsel shall not be an expense of the Certificate Administrator, the
Trustee, the Master Servicer or the Servicers. Any transferee of an ERISA
Restricted Certificate that does not comply with either clause (i) or (ii) of
the preceding sentence will be deemed to have made one of the representations
set forth in Exhibit H. Notwithstanding anything else to the contrary herein,
any purported transfer of a Residual Certificate to or on behalf of a Plan shall
be void and of no effect. Notwithstanding anything else to the contrary herein,
any purported transfer of an ERISA Restricted Certificate to or on behalf of a
Plan without the delivery to the Certificate Administrator, the Trustee, the
Master Servicer and the Servicers of an Opinion of Counsel satisfactory to the
Certificate Administrator and the Servicers as described above shall be void and
of no effect.
None of the Trustee, the Certificate Administrator, the
Servicers, the Master Servicer or the Certificate Registrar shall have any
liability for transfers of Book-Entry Certificates made through the book-entry
facilities of the Depository or between or among any Depository Participants or
Certificate Owners, made in violation of applicable restrictions. The
Certificate Administrator and 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.
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To the extent permitted under applicable law (including, but
not limited to, ERISA), none of the Depositor, the Certificate Administrator,
the Master Servicer or the Trustee shall be under any liability to any Person
for any registration of transfer of any ERISA Restricted Certificate that is in
fact not permitted by this Section 6.02 or for making any payments due on such
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 transfer was
registered by the Certificate Registrar in accordance with the foregoing
requirements.
(f) 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 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 Certificate Administrator 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 proposed transferee
shall deliver to the Certificate Administrator, in form and substance
satisfactory to the Certificate Administrator, an affidavit in the form
of Exhibit I-1 hereto, and the proposed transferor shall deliver to the
Certificate Administrator, in form and substance satisfactory to the
Certificate Administrator, a transferor certificate in the form of
Exhibit I-2 hereto.
(iv) Notwithstanding the delivery of an affidavit by a
proposed transferee under clause (iii) above, if a Responsible Officer
of the Certificate Administrator has actual knowledge that the proposed
transferee is not a Permitted Transferee, no transfer of any Ownership
Interest in a Residual Certificate to such proposed transferee shall be
effected by the Certificate Administrator.
(v) No Ownership Interest in a Residual Certificate may
be purchased by or transferred to any Person that is not a U.S. Person,
unless (A) such Person holds such Residual Certificate in connection
with the conduct of a trade or business within the United States and
furnishes the transferor, the Depositor and the Certificate
Administrator with an effective Internal Revenue Service Form W-8ECI
(or successor thereto) or (B) the transferee delivers to the
transferor, the Depositor and the Certificate Administrator an
Opinion of Counsel from a nationally-recognized tax counsel to the
effect that such transfer is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such
transfer of a Residual Certificate will not be disregarded for federal
income tax purposes.
(vi) Any attempted or purported transfer of any Ownership
Interest in a Residual Certificate in violation of the provisions of
this Section 6.02 shall be absolutely
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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 6.02, 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
6.02, be restored to all rights as Holder thereof retroactive to the
date of registration of transfer of such Residual Certificate. The
Certificate Administrator 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 6.02 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 the
Agreement so long as the transfer was registered in accordance with
this Section 6.02. The Certificate Administrator and the Depositor
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 Certificate
Administrator or the Depositor shall be distributed and delivered by
the Certificate Administrator to the prior Holder of such Residual
Certificate that is a Permitted Transferee.
(vii) If any Person other than a Permitted Transferee
acquires any Ownership Interest in a Residual Certificate in violation
of the restrictions in this Section 6.02, then the Certificate
Administrator, based on information provided to the Certificate
Administrator by each Servicer, will provide to the Internal Revenue
Service, and to the Persons specified in Section 860E(e)(3) and (6) of
the Code, information needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations. The expenses of the Certificate Administrator under this
clause (vii) shall be reimbursable by the Trust.
(viii) No Ownership Interest in a Residual Certificate shall
be acquired by a Plan or any Person acting on behalf of a Plan.
(g) [Reserved]
(h) No service charge shall be imposed for any 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.
(i) All Certificates surrendered for transfer and
exchange shall be destroyed by the Certificate Registrar.
Section 6.03 Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) 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 (b) there is delivered to
the Certificate Administrator, the Trustee, the Depositor and the Certificate
Registrar such security or indemnity reasonably satisfactory to each, to save
each of them harmless, then, in the absence of actual notice to the Certificate
Administrator, the Trustee or the Certificate Registrar that such Certificate
has been acquired by a protected purchaser, the Trustee
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shall execute and authenticate and the Certificate Registrar shall deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of the same Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, 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 Certificate Registrar) connected 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 6.04 Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Depositor, the
Servicers, the Certificate Administrator, the Trustee, the Certificate Registrar
and any agent of the Depositor, the Servicers, the Certificate Administrator,
the Trustee or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 5.01 and for all other purposes
whatsoever, and none of the Depositor, the Servicers, the Master Servicer, the
Certificate Administrator, the Trustee, the Certificate Registrar or any agent
of the Depositor, the Servicers, the Certificate Administrator, the Trustee or
the Certificate Registrar shall be affected by notice to the contrary.
ARTICLE VII
THE DEPOSITOR, THE MASTER SERVICER AND THE SERVICERS
Section 7.01 Respective Liabilities of the Depositor, the
Master Servicer and the Servicers. The Depositor, the Master Servicer and each
Servicer shall each be liable in accordance herewith only to the extent of the
obligations specifically and respectively imposed upon and undertaken by the
Depositor, the Master Servicer and each Servicer herein. By way of illustration
and not limitation, the Depositor is not liable for the servicing and
administration of the Mortgage Loans, nor is it obligated by Section 8.01 to
assume any obligations of either Servicer or to appoint a designee to assume
such obligations, nor is it liable for any other obligation hereunder that it
may, but is not obligated to, assume unless it elects to assume such obligation
in accordance herewith.
Section 7.02 Merger or Consolidation of the Depositor, the
Master Servicer or a Servicer. The Depositor, the Master Servicer and each
Servicer will each keep in full effect its existence, rights and franchises as a
separate entity under the laws governing its organization, and will each obtain
and preserve its qualification to do business as a foreign corporation in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Agreement, the Certificates or any of the
Mortgage Loans and to perform its respective duties under this Agreement.
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Any Person into which the Depositor, the Master Servicer or
either Servicer may be merged or consolidated, or any corporation resulting from
any merger or consolidation to which the Depositor, the Master Servicer or such
Servicer shall be a party, or any Person succeeding to the business of the
Depositor, the Master Servicer or such Servicer, shall be the successor of the
Depositor, the Master Servicer or the applicable Servicer, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor or surviving Person to
the applicable Servicer shall be qualified to service mortgage loans on behalf
of FNMA or FHLMC.
Section 7.03 Limitation on Liability of the Depositor, the
Master Servicer, the Servicers and Others; Liability of Master Servicer and
Servicers.
(a) None of the Depositor, the Master Servicer, either
Servicer or any of the directors, officers, employees or agents of the
Depositor, the Master Servicer or of a Servicer shall be under any liability to
the Trust Estate or the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Depositor, the Master Servicer, the Servicers or any such
Person against any breach of warranties or representations made herein or any
liability which would otherwise be imposed by reason of willful misfeasance, bad
faith or gross negligence in the performance of duties or by reason of reckless
disregard of obligations and duties hereunder. The Depositor, the Master
Servicer, each Servicer and any director, officer, employee or agent of the
Depositor, the Master Servicer or a 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 Depositor, the Master Servicer,
each Servicer and any director, officer, employee or agent of the Depositor, the
Master Servicer or a Servicer shall be indemnified by the Trust Estate and held
harmless against 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 willful misfeasance, bad faith or gross negligence in the
performance of duties hereunder or by reason of reckless disregard of
obligations and duties hereunder. None of the Depositor, the Master Servicer or
either Servicer shall be under any obligation to appear in, prosecute or defend
any legal action which is not incidental to its respective duties under this
Agreement and which in its opinion may involve it in any expense or liability;
provided, however, that the Depositor, the Master Servicer or a Servicer may in
its discretion undertake any such action which it may deem necessary or
desirable in respect to this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders hereunder. In such event, the
legal expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust Estate, and the Depositor,
the Master Servicer and each Servicer shall be entitled to be reimbursed
therefor out of amounts attributable to the Mortgage Loans on deposit in the
related Servicer Custodial Account as provided by Section 3.11.
(b) Subject to clause (a) above, each Servicer (except
the Trustee if it is required to succeed the Servicer hereunder) indemnifies and
holds the Trustee, the Master Servicer, the Certificate Administrator, the
Depositor and the Trust harmless against any and all
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claims, losses, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Trustee, the
Master Servicer, the Certificate Administrator, the Depositor and the Trust may
sustain in any way related to the failure of such Servicer to perform its duties
and service the Mortgage Loans in compliance with this Agreement. The related
Servicer, the Trustee, the Master Servicer, the Certificate Administrator and
the Depositor shall notify the other parties if a claim is made that may result
in such claims, losses, penalties, fines, forfeitures, legal fees or related
costs, judgments, or any other costs, fees and expenses, and the related
Servicer shall assume (with the consent of the Trustee and the Depositor, as
applicable) the defense of any such claim and pay all expenses in connection
therewith, including reasonable counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against any Servicer, the
Trustee, the Master Servicer, the Certificate Administrator, the Depositor or
the Trust in respect of such claim. The provisions of this Section 7.03(b) shall
survive the resignation or removal of any Servicer, the termination of this
Agreement and the payment of the outstanding Certificates.
(c) In taking or recommending any course of action
pursuant to this Agreement, unless specifically required to do so pursuant to
this Agreement, a Servicer shall not be required to investigate or make
recommendations concerning potential liabilities which the Trust might incur as
a result of such course of action by reason of the condition of the Mortgaged
Properties but shall give notice to the Trustee and the Certificate
Administrator if it has notice of such potential liabilities.
(d) A Servicer shall not be liable for any acts or
omissions of any other Servicer, except as otherwise expressly provided herein.
(e) Subject to clause (a) above, the Master Servicer
indemnifies and holds the Trustee, the Certificate Administrator, the Depositor
and the Trust harmless against any and all claims, losses, penalties, fines,
forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Trustee, the Certificate Administrator, the
Depositor and the Trust may sustain related to the failure of the Master
Servicer to perform its duties and master service the Mortgage Loans in
compliance with this Agreement. The Master Servicer, the Trustee, the
Certificate Administrator and the Depositor shall notify the other parties if a
claim is made that may result in such claims, losses, penalties, fines,
forfeitures, legal fees or related costs, judgments, or any other costs, fees
and expenses, and the Master Servicer shall assume (with the consent of the
Trustee and the Depositor, as applicable) the defense of any such claim and pay
all expenses in connection therewith, including reasonable counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against the Trustee, the Master Servicer, the Certificate Administrator, the
Depositor or the Trust in respect of such claim. The provisions of this Section
7.03(e) shall survive the resignation or removal of the Master Servicer, the
termination of this Agreement and the payment of the outstanding Certificates.
(f) The Master Servicer shall not be under any obligation
to appear in, prosecute or defend any legal action that is not incidental to its
duties under this Agreement and that in its opinion may involve it in any
expense or liability; provided, however, the Master Servicer may in its
discretion, with the consent of the Trustee (which consent shall not be
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unreasonably withheld), undertake any such action which it may deem necessary or
desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such
event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust, and the Master
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account as provided by Section 3.11(b) hereof. Nothing in this Section 7.03(f)
shall affect the Master Servicer's obligation to supervise, or to take such
actions as are necessary to ensure, the servicing and administration of the
Mortgage Loans pursuant to Sections 3.24 and 3.25 hereof.
Section 7.04 Depositor, Master Servicer and Servicers Not to
Resign. Subject to the provisions of Section 7.02, none of the Depositor, the
Master Servicer or any Servicer shall resign from its respective obligations and
duties hereby imposed on it except upon determination that its duties hereunder
are no longer permissible under applicable law. Any such determination
permitting the resignation of the Depositor, the Master Servicer or a Servicer
shall be evidenced by an Opinion of Counsel to such effect delivered to the
Trustee and the Certificate Administrator. No such resignation by a Servicer
shall become effective until the Master Servicer or a successor Servicer shall
have assumed such Servicer's responsibilities and obligations in accordance with
Section 8.05 hereof, and no such resignation by the Master Servicer shall become
effective unless and until the Certificate Administrator shall also resign and
be removed in accordance with Section 9.06 hereof.
Section 7.05 Successor Master Servicer. If the Master
Servicer shall for any reason no longer be the Master Servicer (including by
reason of an Event of Default), the Trustee shall thereupon assume, if it so
elects, or shall appoint a successor Master Servicer to assume, all of the
rights and obligations of such Master Servicer hereunder arising thereafter
(except that the Trustee or any successor Master Servicer shall not be (a)
liable for any acts or omissions of such predecessor Master Servicer hereunder,
(b) obligated to make Advances if it is prohibited from doing so by applicable
law, (c) deemed to have made any representations or warranties of such
predecessor Master Servicer hereunder, (d) fund any losses on any Permitted
Investment directed by such predecessor Master Servicer). Any such assumption
shall be subject to Section 8.05 hereof and shall require the removal of the
Certificate Administrator in accordance with Section 9.06 hereof.
In connection with the appointment of any successor master
servicer or the assumption of the duties of the Master Servicer, the Trustee may
make such arrangements for the compensation of such successor master servicer
out of payments on the Mortgage Loans as the Trustee and such successor master
servicer shall agree. Notwithstanding the foregoing, the compensation payable to
a successor master servicer may not exceed the compensation which the Master
Servicer would have been entitled to retain if the Master Servicer had continued
to act as Master Servicer hereunder.
All costs incurred in connection with the transition of the
master servicing to the Trustee or the successor Master Servicer shall be paid
by the predecessor Master Servicer, and if not so paid shall be reimbursed to
the Trustee by the Trust. If the Trustee is acting as Master Servicer pursuant
to either Section 7.04 or Section 8.05, all costs incurred by the Trustee acting
as Master Servicer in connection with the transition of master servicing from
the Trustee to a successor Master Servicer shall be paid by the predecessor
Master Servicer from which the
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Trustee took over as Master Servicer pursuant to either Section 7.04 or Section
8.05, and if not so paid shall be reimbursed to the Trustee by the Trust.
Section 7.06 Sale and Assignment of Master Servicing. The
Master Servicer may sell and assign its rights and delegate its duties and
obligations in its entirety as Master Servicer under this Agreement and the
Depositor may terminate the Master Servicer without cause and select a new
Master Servicer; provided, however, that: (i) the purchaser or transferee
accepting such assignment and delegation (a) shall be a Person which shall be
qualified to service mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac; (b) shall
have a net worth of not less than $10,000,000 (unless otherwise approved by each
Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
satisfactory to the Trustee and the Depositor (as evidenced in a writing signed
by the Trustee and the Depositor); and (d) shall execute and deliver to the
Trustee an agreement, in form and substance reasonably satisfactory to the
Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or
observed by it as master servicer under this Agreement and any custodial
agreement from and after the effective date of such agreement; (ii) each Rating
Agency shall be given prior written notice of the identity of the proposed
successor to the Master Servicer, and each Rating Agency's rating of the
Certificates in effect immediately prior to such assignment, sale and delegation
will not be downgraded, qualified or withdrawn as a result of such assignment,
sale and delegation, as evidenced by a letter to such effect delivered to the
Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling
the master servicing shall deliver to the Trustee an Officer's Certificate and
an Opinion of Counsel addressed to the Trustee, each stating that all conditions
precedent to such action under this Agreement have been completed and such
action is permitted by and complies with the terms of this Agreement; (iv) in
the event the Master Servicer is terminated without cause by the Depositor, the
Depositor shall pay the terminated Master Servicer a termination fee equal to
0.25% of the aggregate Stated Principal Balance of the Mortgage Loans at the
time the master servicing of the Mortgage Loans is transferred to the successor
Master Servicer; and (v) the Certificate Administrator shall also resign and be
removed in accordance with Section 9.06 hereof. No such assignment or delegation
shall affect any rights or liabilities of the Master Servicer arising prior to
the effective date thereof.
ARTICLE VIII
DEFAULT
Section 8.01 Events of Default. If any one of the following
events ("Events of Default") shall occur and be continuing:
(a) any failure by the Master Servicer or a Servicer to
deposit amounts in the Certificate Account or the related Servicer Custodial
Account, respectively, in the amount and manner provided herein so as to enable
the Certificate Administrator to distribute to Holders of Certificates any
payment required to be made under the terms of such Certificates and this
Agreement which continues unremedied for a period of one day after the date upon
which written notice of such failure shall have been given to the Master
Servicer or such Servicer; or
(b) failure on the part of the Master Servicer or a
Servicer duly to observe or perform in any material respect any other covenants
or agreements of the Master Servicer or
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such Servicer set forth in the Certificates or in this Agreement, which
covenants and agreements continue unremedied for a period of 30 days after the
date on which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer or such Servicer by the Certificate
Administrator, the Trustee or the Depositor, or to the Master Servicer, the
Servicers, the Depositor, the Certificate Administrator and the Trustee by the
Holders of Certificates evidencing Voting Rights aggregating not less than 25%
of all Certificates affected thereby; or
(c) any breach of a representation or warranty made by a
Servicer or the Master Servicer under this Agreement, which materially and
adversely affects the interests of the Certificateholders, and which breach
continues unremedied for a period of 30 days after the date on which written
notice of such breach, requiring the same to be remedied, shall have been given
to such Servicer by the Master Servicer, the Certificate Administrator, the
Trustee or the Depositor, or to the Servicers, the Master Servicer, the
Depositor, the Certificate Administrator and the Trustee by the Holders of
Certificates evidencing Voting Rights aggregating not less than 25% of all
Certificates affected thereby; or
(d) the entry of a decree or order by a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a conservator, receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings against the
Master Servicer or a Servicer, or for the winding up or liquidation of the
Master Servicer or a Servicer's affairs, and the continuance of any such decree
or order unstayed and in effect for a period of 60 consecutive days; or
(e) the consent by the Master Servicer or a Servicer to
the appointment of a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings of or relating to the Master Servicer or a Servicer or of or
relating to substantially all of its property; or the Master Servicer or a
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
(f) the failure by a Servicer to duly perform, within the
required time period, its obligations under Sections 3.18, 3.19 and 3.23, which
failure continues unremedied for a period of fifteen (15) days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Master Servicer;
then, and in each and every such case (other than an Event of Default described
in clause (a) hereof regarding a failure to make required Periodic Advances),
(i) so long as an Event of Default in respect of a Servicer shall not have been
remedied by the applicable Servicer, the Master Servicer may, and at the
direction of the Holders of Certificates evidencing Voting Rights aggregating
not less than 51% of all Certificates affected thereby shall, by notice then
given in writing to such Servicer, terminate all of the rights and obligations
of such Servicer under this Agreement and (ii) so long as an Event of Default in
respect of the Master Servicer shall not have been remedied by the Master
Servicer, either the Trustee or the Depositor may, and at the direction of the
Holders of Certificates evidencing Voting Rights aggregating not less than 51%
of all Certficates affected thereby shall, by notice then given in writing to
the Master Servicer (and to the Trustee, if given by the Depositor, and to
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the Depositor, if given by the Trustee), terminate all of the rights and
obligations of the Master Servicer under this Agreement. If an Event of Default
described in clause (a) hereof regarding a failure to make required Periodic
Advances shall occur in respect of a Servicer, the Master Servicer shall, by
notice to the related Servicer, terminate all of the rights and obligations of
such Servicer under this Agreement and the Master Servicer, as successor
Servicer, or another successor Servicer appointed by the Master Servicer
pursuant to Section 8.05, shall make the Periodic Advance which such Servicer
failed to make subject to the Master Servicer's determination as to the
recoverability of such Periodic Advance. If an Event of Default described in
clause (a) hereof regarding a failure to make required Periodic Advances shall
occur in respect of the Master Servicer, the Trustee shall, by notice to the
Master Servicer, terminate all of the rights and obligations of the Master
Servicer under this Agreement and the Trustee, as successor Servicer, or another
successor Servicer appointed by the Trustee, acting as successor Master
Servicer, pursuant to Section 8.05, shall make the Periodic Advance which the
Master Servicer failed to make. Any Event of Default described in this Section
8.01 in respect of the Master Servicer shall include and refer to the Master
Servicer acting as Master Servicer and as Certificate Administrator.
On or after the receipt by a Servicer of a written notice of
termination pursuant to this Section 8.01, all authority and power of such
Servicer under this Agreement, whether with respect to the Certificates or the
Mortgage Loans or otherwise, shall pass to and be vested in the Master Servicer,
subject to Sections 3.25 and 8.05 hereof, pursuant to and under this Section
8.01, unless and until such time as the Master Servicer shall appoint a
successor Servicer pursuant to Section 8.05, and, without limitation, the Master
Servicer is hereby authorized and empowered to execute and deliver, on behalf of
such Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination. Each Servicer
agrees to cooperate with the Master Servicer in effecting the termination of the
responsibilities and rights of such Servicer hereunder, including, without
limitation, the transfer to the Master Servicer, for the administration by it,
of all amounts that have been deposited by such Servicer in the related Servicer
Custodial Account or thereafter received by such Servicer with respect to the
Mortgage Loans.
The Master Servicer shall be entitled to be reimbursed by the
Servicer (or by the Trust, if the Servicer is unable to fulfill its obligations
hereunder) for all costs associated with the transfer of servicing, including,
without limitation, any 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 Master Servicer to correct any errors
or insufficiencies in the servicing data or otherwise to enable the Master
Servicer to service the Mortgage Loans properly and effectively.
If the Master Servicer acts as a successor Servicer, it shall
not assume liability for the representations and warranties of the Servicer that
it replaces. The Master Servicer shall use reasonable efforts to have any
successor Servicer assume liability for the representations and warranties made
by the terminated Servicer, and, in the event of any such assumption by the
successor Servicer, the Master Servicer may, in the exercise of its business
judgment, release the terminated Servicer from liability for such
representations and warranties.
On or after the receipt by the Master Servicer of a written
notice of termination pursuant to this Section 8.01, all authority and power of
the Master Servicer and Certificate
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Administrator under this Agreement, whether with respect to the Certificates or
the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee,
subject to Section 8.05 hereof, pursuant to and under this Section 8.01, unless
and until such time as the Trustee shall appoint a successor Master Servicer and
Certificate Administrator pursuant to Section 8.05, and, without limitation, the
Trustee is hereby authorized and empowered to execute and deliver, on behalf of
the Master Servicer and Certificate Administrator, 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. The Master Servicer and Certificate Administrator agree
to cooperate with the Trustee in effecting the termination of the
responsibilities and rights of the Master Servicer and Certificate Administrator
hereunder, including, without limitation, the transfer to the Trustee, for the
administration by it, of all amounts that have been deposited by the Master
Servicer or Certificate Administrator in the Certificate Account or thereafter
received by the Master Servicer or Certificate Administrator with respect to the
Mortgage Loans.
Upon obtaining notice or knowledge of the occurrence of any
Event of Default, the Person obtaining such notice or knowledge shall give
prompt written notice thereof to Certificateholders at their respective
addresses appearing in the Certificate Register and to each Rating Agency. All
costs and expenses (including attorneys' fees) incurred in connection with
transferring the servicing files to the successor Servicer and amending this
Agreement to reflect such succession as Servicer pursuant to this Section 8.01
shall be paid by the predecessor Servicer (or, if the predecessor Servicer is
the Master Servicer, by the predecessor to such predecessor, or, if not so paid,
by the Trust). All costs and expenses (including attorneys' fees) incurred in
connection with transferring the master servicing files to the successor Master
Servicer and amending this Agreement to reflect such succession as Master
Servicer pursuant to this Section 8.01 shall be paid by the predecessor Master
Servicer (or, if the predecessor Master Servicer is the Trustee, by the
predecessor to such predecessor, or, if not so paid, by the Trust).
Notwithstanding the termination of the Master Servicer or any Servicer pursuant
hereto, the Master Servicer and each Servicer shall remain liable for any causes
of action arising out of any Event of Default relating to the Master Servicer or
such Servicer, respectively, occurring prior to such termination.
The Master Servicer may waive any Event of Default with
respect to a Servicer, and the Holders of Certificates entitled to at least 66
2/3% of the Voting Rights allocated to the Classes of Certificates affected by
an Event of Default may, on behalf of all Certificateholders, waive any events
permitting removal of the Master Servicer as the Master Servicer or a Servicer
as servicer pursuant to this Article VIII, provided, however, that an Event of
Default involving making a required distribution on a Certificate may only be
waived by all Holders of Certificates. Upon any waiver of a past default, such
default shall cease to exist and any Event of Default 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 Certificate Administrator to the Rating Agencies.
Section 8.02 Remedies of Trustee. During the continuance of
any Event of Default, so long as such Event of Default shall not have been
remedied, the Trustee, in addition to the rights specified in Section 8.01,
shall have the right, in its own name as trustee of an
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express trust, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders (including the
institution and prosecution of all judicial, administrative and other
proceedings and the filing of proofs of claim in connection therewith). Except
as otherwise expressly provided in this Agreement, no remedy provided for by
this Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy and no delay or omission
to exercise any right or remedy shall impair any such right or remedy or shall
be deemed to be a waiver of any Event of Default.
Section 8.03 Directions by Certificateholders and Duties of
Trustee During Event of Default. During the continuance of any Event of Default,
Holders of Certificates evidencing Voting Rights aggregating not less than 25%
of each Class of Certificates affected thereby may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (a) the conducting or defending of any
administrative action or litigation hereunder or in relation hereto, and (b) the
terminating of the Master Servicer or any successor Master Servicer from its
rights and duties as servicer hereunder) at the request, order or direction of
any of the Certificateholders, unless such Certificateholders shall have offered
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby and, provided further,
that, subject to the provisions of Section 9.01, the Trustee shall have the
right to decline to follow any such direction if the Trustee, based upon an
Opinion of Counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith determines that the action or
proceeding so directed would involve it in personal liability or be unjustly
prejudicial to the non-assenting Certificateholders.
Section 8.04 Action upon Certain Failures of the Master
Servicer or a Servicer and upon Event of Default. In the event that a
Responsible Officer of the Certificate Administrator or the Trustee shall have
actual knowledge of any failure of the Master Servicer or a Servicer specified
in Section 8.01(a) or (b) which would become an Event of Default upon the Master
Servicer's or such Servicer's failure to remedy the same after notice, the
Certificate Administrator or the Trustee, as the case may be, shall give notice
thereof to the Master Servicer or such Servicer, as applicable. If a Responsible
Officer of the Certificate Administrator or the Trustee shall have knowledge of
an Event of Default, the Certificate Administrator or the Trustee, as the case
may be, shall give prompt written notice thereof to the Certificateholders.
Section 8.05 Trustee and Master Servicer to Act; Appointment
of Successors.
(a) If an Event of Default occurs with respect to the
Master Servicer, the Trustee shall take action as follows:
(i) On and after the time the Master Servicer
receives a notice of termination pursuant to Section 8.01, the Trustee shall,
subject to the provisions of Section 7.05 hereof, be the successor in all
respects to the Master Servicer in its capacity as master 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
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placed on the Master Servicer by the terms and provisions hereof or
shall appoint a successor pursuant to Section 7.05. Notwithstanding
anything provided herein to the contrary, under no circumstances shall
any provision of this Agreement be construed to require the Trustee,
acting in its capacity as successor to the Master Servicer in its
obligation to make Advances, to advance, expend or risk its own funds
or otherwise incur any financial liability in the performance of its
duties hereunder if it shall have reasonable grounds for believing that
such funds are non-recoverable. Notwithstanding the above, the Trustee
may, if it shall be unwilling so to act, or shall, if it is legally
unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance
institution having a net worth of not less than $15,000,000 as the
successor to the terminated Master Servicer hereunder in the
assumption of all or any part of the responsibilities, duties or
liabilities of the Master Servicer hereunder; provided, however, that
any such institution appointed as successor Master Servicer shall not,
as evidenced in writing by each Rating Agency, adversely affect the
then current rating of any Class of Certificates immediately prior to
the termination of the terminated Master Servicer. The appointment of
the Trustee or any other successor Master Servicer shall not affect any
liability of the predecessor Master Servicer which may have arisen
under this Agreement prior to its termination as Master Servicer, nor
shall the Trustee or any other successor Master Servicer be liable for
any acts or omissions of the predecessor Master Servicer or for any
breach by such predecessor Master Servicer of any of its
representations or warranties contained herein or in any related
document or agreement. Pending appointment of a successor to the
terminated Master Servicer hereunder, unless the Trustee is prohibited
by law from so acting, the Trustee shall act in such capacity as
provided above. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate
any such succession.
(b) If an Event of Default occurs with respect to a
Servicer, the Master Servicer shall take action as follows:
(i) On and after the time a Servicer receives a
notice of termination pursuant to Section 8.01, the Master Servicer
shall, subject to the provisions of Section 3.25 hereof, be the
successor in all respects to such 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 such Servicer by the terms and
provisions hereof or shall appoint a successor pursuant to Section
3.25. Notwithstanding anything provided herein to the contrary, under
no circumstances shall any provision of this Agreement be construed to
require the Master Servicer, acting in its capacity as successor to a
Servicer in its obligation to make Advances, to advance, expend or risk
its own funds or otherwise incur any financial liability in the
performance of its duties hereunder if it shall have reasonable
grounds for believing that such funds are non-recoverable. Subject to
Section 8.05(b)(ii), as compensation therefor, the Master Servicer
shall be entitled to such compensation as the terminated Servicer would
have been entitled to hereunder if no such notice of termination had
been given. Notwithstanding the above, the Master Servicer may, if it
shall be unwilling so to act, or shall, if it is legally unable so to
act, appoint, or petition a court of competent jurisdiction to appoint,
any established housing and home finance institution having a net
worth of not less than $15,000,000 as the successor to the
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terminated Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of such Servicer hereunder;
provided, however, that any such institution appointed as successor
Servicer shall not, as evidenced in writing by each Rating Agency,
adversely affect the then current rating of any Class of Certificates
immediately prior to the termination of the terminated
Servicer. The appointment of the Master Servicer or any other
successor Servicer shall not affect any liability of the predecessor
Servicer which may have arisen under this Agreement prior to its
termination as a Servicer, nor shall the Master Servicer or any other
successor Servicer be liable for any acts or omissions of the
predecessor Servicer or for any breach by such predecessor Servicer
of any of its representations or warranties contained herein or in
any related document or agreement. Pending appointment of a successor
to the terminated Servicer hereunder, unless the Master Servicer is
prohibited by law from so acting, the Master Servicer shall act in
such capacity as provided above. The Master Servicer and such
successor shall take such action, consistent with this Agreement, as
shall be necessary to effectuate any such succession.
(ii) In connection with the appointment of a
successor Servicer or the assumption of the duties of a Servicer, as
specified in Section 8.05(b)(i), the Master Servicer may make such
arrangements for the compensation of such successor out of payments on
Mortgage Loans serviced by the predecessor Servicer as it and such
successor shall agree, not to exceed the Servicing Fee Rate.
Section 8.06 Notification to Certificateholders. Upon any
termination or appointment of a successor to the Master Servicer or a Servicer
pursuant to this Article VIII, the Certificate Administrator shall give prompt
written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register and to the Rating Agencies.
ARTICLE IX
THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
Section 9.01 Duties of Trustee and the Certificate
Administrator.
(a) The Trustee prior to the occurrence of an Event of
Default with respect to the Master Servicer and after the curing or waiver of
all Events of Default with respect to the Master Servicer which may have
occurred, undertakes to perform such duties and only such duties as are
specifically set forth in this Agreement. In case an Event of Default with
respect to the Master Servicer has occurred of which a Responsible Officer of
the Trustee shall have actual knowledge (which has not been cured or waived),
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
reasonably prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs. The Certificate Administrator shall
perform such duties and only such duties as are specifically required of it, as
set forth in this Agreement.
The Trustee and the Certificate Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee and the Certificate Administrator
which are specifically required to be furnished
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pursuant to any provision of this Agreement, shall examine them to determine
whether they conform to the requirements of this Agreement; provided however
that neither the Trustee nor the Certificate Administrator shall be responsible
for the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Servicers or the
Depositor hereunder. If any such instrument is found not to conform in any
material respect to the requirements of this Agreement, the Trustee or the
Certificate Administrator, as the case may be, shall notify the
Certificateholders of such instrument in the event that the Trustee or the
Certificate Administrator, as the case may be, after so requesting, does not
receive a satisfactorily corrected instrument.
(b) No provision of this Agreement shall be construed to
relieve the Trustee or the Certificate Administrator from liability for its own
negligent action, its own negligent failure to act or its own willful
misfeasance; provided, however, that:
(i) Prior to the occurrence of an Event of Default
with respect to the Master Servicer of which a Responsible
Officer of the Trustee shall have actual knowledge, and after the
curing or waiver of all such Events of Default with respect to the
Master Servicer which may have occurred, the duties and obligations
of the Trustee shall be determined solely by the express provisions
of this Agreement; neither the Trustee nor the Certificate
Administrator shall 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 or the Certificate Administrator
and, in the absence of bad faith on the part of the Trustee and the
Certificate Administrator, the Trustee and the Certificate
Administrator 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 the
Certificate Administrator by the Depositor, the Master Servicer or
any Servicer and which on their face, do not contradict the
requirements of this Agreement;
(ii) Neither the Trustee (in its individual capacity) nor
the Certificate Administrator (in its individual capacity) shall be
personally liable for an error of judgment made in good faith by any
Responsible Officer or other officers thereof, unless it shall be
proved that the Trustee or the Certificate Administrator, as the case
may be, was negligent in ascertaining the pertinent facts;
(iii) Neither the Trustee (in its individual capacity) nor
the Certificate Administrator (in its individual capacity) shall 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
Certificateholders as provided in Section 8.03;
(iv) The Trustee shall not be charged with knowledge of
any default or Event of Default unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such default or Event of Default or any officer of
the Trustee receives written notice of such default or Event of Default
at its Corporate Trust Office. In the absence of such notice or actual
knowledge, the Trustee may conclusively assume that there is no default
or Event of Default; and
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(v) The Certificate Administrator shall not be charged
with knowledge of any default (other than a default in payment to the
Certificate Administrator) unless a Responsible Officer of the
Certificate Administrator assigned to working in the Corporate Trust
Office obtains actual knowledge of such failure or event or any officer
of the Certificate Administrator receives written notice of such
failure or event at its Corporate Trust Office and in the absence of
receipt of such notice or actual knowledge, the Certificate
Administrator may conclusively assume that there is no default or Event
of Default;
(vi) No provision in this Agreement shall require the
Trustee or the Certificate Administrator to expend or risk its own
funds (including, without limitation, the making of any Advance
by the Trustee as a successor Master Servicer) or otherwise incur any
personal financial liability in the performance of any of its duties
as Trustee or Certificate Administrator hereunder, or in the exercise
of any of its rights or powers, if the Trustee or the Certificate
Administrator shall have reasonable grounds for believing that
repayment of 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 or
the Certificate Administrator to perform, or be responsible for the
manner or performance of, any of the obligations of a Servicer under
this Agreement, except, with respect to the Master Servicer, during
such time, if any, as the Master Servicer shall be the successor to,
and be vested with the rights, duties, powers and privileges of, a
predecessor Servicer in accordance with the terms of this Agreement;
and
(vii) Neither the Certificate Administrator nor the Trustee
shall have a duty (A) to see to any recording, filing, or depositing of
this Agreement or any agreement referred to herein or any financing
statement or continuation statement, or to see to the maintenance of
any such recording or filing or depositing or to any rerecording,
refiling or redepositing of any thereof, (B) to see to any insurance,
or (C) to see to the payment or discharge or any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing
with respect to, assessed or levied against, any part of the Trust
Estate other than from funds available in the Certificate Account.
Section 9.02 Certain Matters Affecting the Trustee and
Certificate Administrator.
Except as otherwise provided in Section 9.01:
(i) Each of the Trustee and the Certificate Administrator
may request and rely upon and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper parties;
(ii) Each of the Trustee and the Certificate Administrator
may consult with counsel and any advice or Opinion of Counsel shall be
full and complete authorization
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and protection in respect of any action taken or suffered or omitted by
it hereunder in good faith and in accordance with such advice or
Opinion of Counsel;
(iii) Neither the Trustee nor the Certificate
Administrator shall be under any obligation to exercise any of the
trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee or the
Certificate Administrator, as the case may be, reasonable security
or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall,
however, relieve the Trustee of the obligation, upon the occurrence
of an Event of Default of which a Responsible Officer shall have
actual knowledge (which has not been cured or waived), to exercise
such of the rights and powers vested in it by this Agreement, and
to use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the
conduct of such person's own affairs;
(iv) Neither the Trustee nor the Certificate Administrator
shall 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 an Event of Default
hereunder and after the curing or waiving of all Events of Default
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 document, unless
requested in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests aggregating not
less than 50%; 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 expense or
liability or payment of such estimated expenses as a condition to so
proceeding;
(vi) Prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all Events of Default
which may have occurred, the Certificate Administrator 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 document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests aggregating not less than 50%; provided, however, that if
the payment within a reasonable time to the Certificate
Administrator of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion
of the Certificate Administrator, not reasonably assured to the
Certificate Administrator by the security afforded to it by the terms
of this Agreement, the Certificate Administrator may require
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reasonable indemnity against such expense or liability or payment of
such estimated expenses as a condition to so proceeding; and
(vii) The right of the Trustee and the Certificate
Administrator to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Certificate
Administrator nor the Trustee shall be answerable for other than it
negligence or willful misconduct in the performance of such act;
(viii) Neither the Trustee nor the Certificate Administrator
shall be required to give any bond or surety in respect of the
execution of the Trust created hereby or the powers granted hereunder;
and
(ix) The Certificate Administrator and the Trustee may
execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys or the
Custodian or any other custodian or nominee, and neither the Trustee
nor the Certificate Administrator shall be responsible for any
misconduct or negligence on the part of (1) any such agent, attorney or
custodian appointed by them with due care, or (2) the Custodian.
Section 9.03 Neither Trustee nor Certificate Administrator
Liable for Certificates or Mortgage Loans. The recitals contained herein and in
the Certificates (other than the execution of, and the authentication of, the
Certificates by the Trustee) shall not be taken as the statements of the Trustee
or the Certificate Administrator, and neither the Trustee nor the Certificate
Administrator assumes responsibility for their correctness. Neither the Trustee
nor the Certificate Administrator makes any representations as to the validity
or sufficiency of this Agreement or of the Certificates or any Mortgage Loans
save that the Trustee and the Certificate Administrator represent that, assuming
due execution and delivery by the other parties hereto, this Agreement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms,
subject to applicable insolvency, receivership, moratorium and other laws
affecting the rights of creditors generally, and to general principles of equity
and the discretion of the court (regardless of whether considered in a
proceeding in equity or at law). Neither the Trustee nor the Certificate
Administrator shall be accountable for the use or application by the Depositor
of funds paid to the Depositor in consideration of the assignment of the
Mortgage Loans hereunder by the Depositor, or for the use or application of any
funds paid to Subservicers or any Servicer in respect of the Mortgage Loans or
deposited into a Servicer Custodial Account or any other account hereunder
(other than the Certificate Account) by the Master Servicer or a Servicer.
Neither the Trustee nor the Certificate Administrator shall at
any 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
Estate or its ability to generate the payments to be distributed to
Certificateholders under this Agreement, including, without limitation: the
existence, condition and ownership of any Mortgaged Property; the existence and
enforceability of any hazard insurance thereon (other than if the Trustee shall
assume the duties of a predecessor Master Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Master
Servicer); the
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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 a predecessor Master Servicer pursuant to Section 8.05 and thereupon
only for the acts or omissions of the Trustee as successor Master Servicer); the
compliance by the Depositor, the Master Servicer or the Servicers with any
warranty or representation made under this Agreement or in any related document
or the accuracy of any such warranty or representation; any investment of monies
by or at the direction of the Master Servicer or a Servicer or any loss
resulting therefrom, it being understood that the Trustee and the Certificate
Administrator shall remain responsible for any part of the Trust Estate that
either party may hold in its individual capacity; the acts or omissions of any
of the Depositor, the Master Servicer (other than if the Trustee shall assume
the duties of a predecessor Master Servicer pursuant to Section 8.05 and
thereupon only for the acts or omissions of the Trustee as successor Master
Servicer), any Servicer, any Subservicer or any Mortgagor; any action of the
Master Servicer (other than if the Trustee shall assume the duties of a
predecessor Master Servicer pursuant to Section 8.05 and thereupon only for the
acts or omissions of the Trustee as successor Master Servicer), any Servicer or
any Subservicer taken in the name of the Trustee or the Certificate
Administrator; the failure of the Master Servicer, any Servicer or any
Subservicer to act or perform any duties required of it as agent of the Trustee
or the Certificate Administrator hereunder; or any action by the Trustee or the
Certificate Administrator taken at the instruction of the Master Servicer (other
than if the Trustee shall assume the duties of a predecessor Master Servicer
pursuant to Section 8.05 and thereupon only for the acts or omissions of the
Trustee as successor Master Servicer) or any Servicer; provided, however, that
the foregoing shall not relieve the Trustee or the Certificate Administrator of
its obligation to perform its duties under this Agreement.
Section 9.04 Trustee and Certificate Administrator May Own
Certificates. Each of the Trustee and the Certificate Administrator in their
individual or any other capacities may become the owner or pledgee of
Certificates with the same rights it would have if it were not Trustee or
Certificate Administrator and may otherwise deal with the Master Servicer, any
Servicer, any Subservicer or any of their respective affiliates with the same
right it would have if it were not the Trustee or the Certificate Administrator.
Section 9.05 Eligibility Requirements for Trustee,
Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be (a) an institution the deposits of which are
fully insured by the FDIC and (b) a corporation or banking association organized
and doing business under the laws of the United States of America or of any
State, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by Federal or State authority and (c) with respect to
every successor trustee or certificate administrator hereunder either an
institution (i) the long-term unsecured debt obligations of which are rated at
least "A" by Fitch and S&P and "A2" by Xxxxx'x or (ii) whose serving as Trustee
or Certificate Administrator hereunder would not result in the lowering of the
ratings originally assigned to any Class of Certificates. The Trustee shall not
be an affiliate of the Depositor, the Master Servicer or any Servicer. If such
corporation or banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, thenfor the purposes of this Section 9.05, the combined
capital and surplus of such corporation or banking association shall be deemed
to be
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its combined capital and surplus as set forth in its most recent report of
condition so published. In case at any time the Trustee or the Certificate
Administrator shall cease to be eligible in accordance with the provision of
this Section 9.05, the Trustee or the Certificate Administrator, as the case may
be, shall resign immediately in the manner and with the effect specified in
Section 9.06. The Certificate Administrator and any successor Certificate
Administrator may not be the Depositor or an affiliate of the Depositor, or an
originator, the Master Servicer, a Servicer or subservicer of the Mortgage
Loans, unless the Certificate Administrator is an institutional trust
department.
Section 9.06 Resignation and Removal of Trustee and the
Certificate Administrator. The Trustee may at any time resign and be discharged
from the trust hereby created by giving written notice thereof to the Depositor,
Master Servicer and the Servicers and mailing a copy of such notice to all
Holders of record. The Certificate Administrator may at any time resign
(including in connection with the resignation or termination of the Master
Servicer) by giving written notice thereof to the Trustee and the Depositor and
mailing a copy of such notice to all Holders of record; provided that any
resignation and removal of the Certificate Administrator shall not be effective
unless and until the Master Servicer resigns and is removed in accordance with
Section 7.04 hereof. The Trustee or the Certificate Administrator, as
applicable, shall also mail a copy of such notice of resignation to each Rating
Agency. Upon receiving such notice of resignation, the Depositor shall use its
best efforts to promptly appoint a mutually acceptable successor Trustee or
Certificate Administrator, as applicable, by written instrument, in duplicate,
one copy of which instrument shall be delivered to the resigning Trustee or
Certificate Administrator, as applicable, and one copy to the successor Trustee
or Certificate Administrator, as applicable. If no successor Trustee or
Certificate Administrator, as the case may be, shall have been so appointed and
shall have accepted appointment within 30 days after the giving of such notice
of resignation, the resigning Trustee or Certificate Administrator may petition
any court of competent jurisdiction for the appointment of a successor Trustee
or Certificate Administrator.
If at any time the Trustee or the Certificate Administrator
shall cease to be eligible in accordance with the provisions of Section 9.05 and
shall fail to resign after written request therefor by a Servicer, or if at any
time the Trustee or the Certificate Administrator shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or a receiver or
conservator of the Trustee or the Certificate Administrator or of their
respective property shall be appointed, or any public officer shall take charge
or control of the Trustee or the Certificate Administrator or of their
respective property or affairs for the purpose of rehabilitation, conservation
or liquidation, then the Depositor may remove the Trustee or the Certificate
Administrator, as the case may be, and appoint a successor Trustee or
Certificate Administrator by written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee or the Certificate Administrator,
as applicable, so removed and one copy to the successor.
The Holders of Certificates evidencing not less than 50% of
the Voting Rights may at any time remove the Trustee or the Certificate
Administrator by written instrument or instruments delivered to the Servicers
and the Trustee or the Certificate Administrator, as applicable; the Depositor
shall thereupon use its best efforts to appoint a mutually acceptable successor
Trustee or Certificate Administrator, as the case may be, in accordance with
this Section 9.06.
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Any resignation or removal of the Trustee or Certificate
Administrator and appointment of a successor Trustee or successor Certificate
Administrator pursuant to any of the provisions of this Section 9.06 shall
become effective upon acceptance of appointment by the successor Trustee or
Certificate Administrator, as the case may be, as provided in Section 9.07.
Notwithstanding the foregoing, in the event the Certificate Administrator
advises the Trustee that it is unable to continue to perform its obligations
pursuant to the terms of this Agreement prior to the appointment of a successor,
the Trustee shall be obligated to perform such obligations until a new
Certificate Administrator is appointed. Such performance shall be without
prejudice to any claim by a party hereto or beneficiary hereof resulting from
the Certificate Administrator's breach of its obligations hereunder. As
compensation therefore, the Trustee shall be entitled to all fees the
Certificate Administrator would have been entitled to if it had continued to act
hereunder.
Section 9.07 Successor Trustee or Certificate Administrator.
Any successor Trustee or successor Certificate Administrator appointed as
provided in Section 9.06 shall execute, acknowledge and deliver to the Depositor
and to its predecessor Trustee or Certificate Administrator, as applicable, an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator shall become
effective and such successor Trustee or Certificate Administrator, as the case
may be, 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 or Certificate
Administrator, as applicable, herein. The predecessor Trustee or Certificate
Administrator shall duly assign, transfer, deliver and pay over to the successor
Trustee or Certificate Administrator, as the case may be, all related documents
and statements, and money and other property held by it hereunder, together with
all instruments of transfer and assignment or other documents properly executed
as may be reasonably required to effect such transfer and such of the records or
copies thereof maintained by the predecessor Trustee or Certificate
Administrator in the administration hereof as may be reasonably requested by the
successor Trustee or Certificate Administrator, as the case may be, and shall
thereupon be discharged from all duties and responsibilities under this
Agreement; provided, however, that if the predecessor Trustee or Certificate
Administrator has been terminated pursuant to the third paragraph of Section
9.06, all reasonable expenses of the predecessor Trustee or Certificate
Administrator incurred in complying with this Section 9.07 shall be reimbursed
by the Trust.
No successor Trustee or Certificate Administrator shall accept
appointment as provided in this Section 9.07 unless at the time of such
appointment such successor Trustee or Certificate Administrator, as the case may
be, shall be eligible under the provisions of Section 9.05.
Upon acceptance of appointment by a successor Trustee or
Certificate Administrator, as applicable, as provided in this Section 9.07, the
Certificate Administrator shall cooperate to mail notice of the succession of
such Trustee or Certificate Administrator, as the case may be, hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register
and to each Rating Agency.
Section 9.08 Merger or Consolidation of Trustee or the
Certificate Administrator. Any corporation or banking association into which
either the Trustee or the
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Certificate Administrator may be merged or converted or with which it may be
consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which the Trustee or the Certificate
Administrator shall be a party, or any corporation or banking association
succeeding to all or substantially all of the corporate trust business of the
Trustee or the Certificate Administrator, shall be the successor of the Trustee
or the Certificate Administrator, as applicable, hereunder, if such corporation
or banking association is eligible under the provisions of Section 9.05, 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 9.09 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any of the provisions hereof, at any time, for the purpose of
meeting any legal requirements of any jurisdiction in which any Mortgaged
Property may at the time be located or for any other reason, the Master Servicer
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
as co-trustee or separate trustee of all or any part of the Trust Estate, and to
vest in such Persons, in such capacity, such title to the Trust Estate, or any
part thereof, and, subject to the other provision of this Section 9.09, such
powers, duties, obligations, rights and trusts as the Master Servicer and the
Trustee may consider necessary or desirable. If the Master Servicer shall not
have joined in such appointment within ten days after the receipt by it of a
request to do so, 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 9.05 and no
notice to Holders of Certificates of the appointment of a co-trustee or a
separate trustee shall be required under Section 9.07.
In the case of any appointment of a co-trustee or separate
trustee pursuant to this Section 9.09, 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, except to the extent that under any law of any jurisdiction
in which any particular acts are to be performed, the Trustee shall be
incompetent or unqualified to perform such acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
Estate or any portion thereof in any such jurisdiction) shall be exercised and
performed by such separate trustee or co-trustee at the direction of the
Trustee. No trustee hereunder shall be held personally liable by reason of any
act or omission of any other trustee hereunder; provided, however, that no
appointment of a co-trustee or separate trustee hereunder shall relieve the
Trustee of its obligations hereunder.
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 IX. 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.
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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 become incapable of acting, resign or be removed, or shall
be adjudged a bankrupt or insolvent, or a receiver of its property shall be
appointed, or any public officer shall take charge or control of such trustee or
co-trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, 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 9.10 Authenticating Agents. The Trustee may appoint
one or more authenticating agents ("Authenticating Agents") which shall be
authorized to act on behalf of the Trustee in authenticating or countersigning
Certificates. Initially, the Authenticating Agent shall be U.S. Bank National
Association. Wherever reference is made in this Agreement to the authentication
or countersigning of Certificates by the Trustee or the Trustee's certificate
of authentication or countersigning, such reference shall be deemed to include
authentication or countersigning on behalf of the Trustee by an Authenticating
Agent and a certificate of authentication or countersignature executed on behalf
of the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Certificate Administrator and must be a corporation or banking
association organized and doing business under the laws of the United States of
America or of any State, having a combined capital and surplus of at least
$15,000,000, authorized under such laws to do a trust business and subject to
supervision or examination by Federal or State authorities.
Any corporation or banking association into which any
Authenticating Agent may be merged or converted or with which it may be
consolidated, or any corporation or banking association resulting from any
merger, conversion or consolidation to which any Authenticating Agent shall be a
party, or any corporation or banking association succeeding to the corporate
agency business of any Authenticating Agent, shall continue to be the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.
Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Trustee, the Certificate Administrator and
to the Master Servicer. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent, the Certificate Registrar and to the Master Servicer. Upon
receiving a notice of resignation or upon such a termination, or in case, at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 9.10, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Master Servicer and the Certificate Administrator and shall mail notice of such
appointment to all Certificateholders. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers, duties and responsibilities of its predecessor hereunder, with like
effect as if originally named as Authenticating Agent. Each Authenticating Agent
shall be entitled to the rights and benefits and immunities of this Article IX.
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Section 9.11 Trustee's Fees and Expenses and Certificate
Administrator's Fees and Expenses. The Trustee, as compensation for its services
hereunder, shall be entitled to an annual fee in an amount agreed upon between
the Trustee and the Master Servicer, payable by the Master Servicer out of its
own funds and not out of any funds of the Trust Estate. The Trustee and the
Certificate Administrator and any director, officer, employee or agent of the
Trustee and the Certificate Administrator shall be indemnified by the Trust and
held harmless against any loss, liability or expense (including reasonable
attorney's fees) (a) incurred in connection with (i) any claim or legal action
relating to this Agreement or the Certificates or (ii) the performance of any of
the Trustee's or the Certificate Administrator's duties hereunder, other than
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of any of its duties hereunder, (b)
resulting from any tax or information return which was prepared by, or should
have been prepared by, the Servicers or (c) arising out of the transfer of any
Private Certificate not in compliance with ERISA. Such indemnity shall survive
the termination of this Agreement or the resignation or removal of the Trustee
or Certificate Administrator, as applicable, hereunder. Without limiting the
foregoing, except as otherwise agreed upon in writing by the Depositor and the
Trustee or the Certificate Administrator, as applicable, and except for any such
expense, disbursement or advance as may arise from the Trustee's or the
Certificate Administrator's negligence, bad faith or willful misconduct, the
Trust shall reimburse the Trustee and the Certificate Administrator for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
or the Certificate Administrator, as applicable, in accordance with any of the
provisions of this Agreement to the extent permitted by Treasury Regulations
Section 1.860G-1(b)(3)(ii) and (iii). Except as otherwise provided herein,
neither the Trustee nor the Certificate Administrator shall be entitled to
payment or reimbursement for any routine ongoing expenses incurred by the
Trustee or the Certificate Administrator, as applicable, in the ordinary course
of its duties as Trustee or Certificate Administrator, Certificate Registrar or
paying agent hereunder or for any other expenses.
Section 9.12 [Reserved].
Section 9.13 [Reserved].
Section 9.14 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 9.15 Trustee May Enforce Claims Without Possession
of Certificates. 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 preceding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee. 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.
110
Section 9.16 Suits for Enforcement. In case an Event of
Default or other default by the Master Servicer, any Servicer or the Depositor
hereunder shall occur and be continuing, the Trustee, in its discretion, may
proceed to protect and enforce its rights and the rights of the Holders of
Certificates 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, shall deem most
effectual to protect and enforce any of the rights of the Trustee and the
Certificateholders.
Section 9.17 Waiver of Bond Requirement. Each of the Trustee
and the Certificate Administrator shall be relieved of, and each
Certificateholder hereby waives, any requirement of any jurisdiction in which
the Trust Estate, or any part thereof, may be located that the Trustee or the
Certificate Administrator post a bond or other surety with any court, agency or
body whatsoever.
Section 9.18 Waiver of Inventory, Accounting and Appraisal
Requirement. Each of the Trustee and the Certificate Administrator shall be
relieved of, and each Certificateholder hereby waives, any requirement of any
jurisdiction in which the Trust Estate, or any part thereof, may be located that
the Trustee or the Certificate Administrator file any inventory, accounting or
appraisal of the Trust Estate with any court, agency or body at any time or in
any manner whatsoever.
ARTICLE X
TERMINATION
Section 10.01 Termination upon Purchase by the Master
Servicer or Liquidation of All Mortgage Loans. Subject to Section 10.02, the
respective obligations and responsibilities of the Depositor, the Master
Servicer, the Servicers, the Certificate Administrator and the Trustee created
hereby (other than the obligation of Certificate Administrator to make certain
payments to Certificateholders after the Final Distribution Date and to send
certain notices as hereinafter set forth and the obligations of the Certificate
Administrator pursuant to Sections 5.04(b) and 5.05(b)) shall terminate upon the
last action required to be taken by the Certificate Administrator on the Final
Distribution Date pursuant to this Article X following the earlier of (a) the
purchase by the Master Servicer of all Mortgage Loans and all REO Property
remaining in the Trust Estate at a price equal to the sum of (i) 100% of the
Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as
to which REO Property has been acquired and whose fair market value is included
pursuant to clause (ii) below) and (ii) the fair market value of such REO
Property (as determined by the Master Servicer 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 Certificateholders pursuant to the fourth paragraph
of this Article X), plus any Class Unpaid Interest Shortfall for any Class of
Certificates as well as one month's interest at the related Mortgage Interest
Rate on the Stated Principal Balance of each Mortgage Loan (including any
Mortgage Loan as to which REO Property has been acquired) or (b) the final
payment or other liquidation (or any advance with respect thereto) of the last
Mortgage Loan remaining in the Trust Estate or the disposition of all REO
Property.
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Regardless of 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 right of the Master Servicer to repurchase all of the
Mortgage Loans is conditioned upon the Pool Stated Principal Balance as of the
Final Distribution Date being less than 5% of the Cut-off Date Pool Principal
Balance. If such right is exercised, the Custodian shall, promptly following
payment of the purchase price, release to the Master Servicer or its designee
the Mortgage Files pertaining to the Mortgage Loans being purchased.
Notice of any termination, specifying the Final Distribution
Date (which shall be a date that would otherwise be a Distribution Date) upon
which the Certificateholders may surrender their Certificates to the Certificate
Administrator for payment of the final distribution and for cancellation, shall
be given promptly by the Master Servicer (if exercising its right to purchase
the assets of the Trust) or by the Certificate Administrator (in any other case)
by letter to Certificateholders mailed not earlier than the 15th day and not
later than the 20th day of the month next preceding the month of such final
distribution specifying (1) the Final Distribution Date upon which final payment
of the Certificates will be made upon presentation and surrender of Certificates
at the office or agency of the Certificate Administrator therein designated, (2)
the amount of any such final payment and (3) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office or agency of
the Certificate Administrator therein specified. If the Master Servicer is
obligated to give notice to Certificateholders as aforesaid, it shall give such
notice to the Trustee, the Servicers, the Certificate Administrator and the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer, the Master Servicer shall
deposit in the Certificate Account on or before the Final Distribution Date in
immediately available funds an amount equal to the amount necessary to make the
amount, if any, on deposit in the Certificate Account on the Final Distribution
Date equal to the purchase price for the related assets of the Trust computed as
above provided together with a statement as to the amount to be distributed on
each Class of Certificates pursuant to the next succeeding paragraph.
Upon presentation and surrender of the Certificates, the
Certificate Administrator shall cause to be distributed to Certificateholders of
each Class, to the extent that funds are sufficient therefor, in the order set
forth in Section 5.02 hereof, on the Final Distribution Date and in proportion
to their respective Percentage Interests, with respect to Certificateholders of
the same Class, an amount equal to (I) as to each Class of Certificates, the
Class Certificate Balance thereof plus accrued interest thereon in the case of
an interest bearing Certificate and (II) as to the Class 1-A-R Certificates, the
amounts, if any, which remain on deposit in the Upper-Tier Certificate Account
(other than the amounts retained to meet claims) after application pursuant to
clause (I) above.
If all of the Certificateholders do not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date, the Certificate Administrator shall on such date cause all
funds in the Certificate Account not distributed in final distribution to
Certificateholders to continue to be held by the Certificate Administrator in an
Eligible Account
112
for the benefit of such Certificateholders and the Servicers (if it exercised
its right to purchase the assets of the Trust Estate) or the Certificate
Administrator (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 one year
after the second notice all the Certificates shall not have been surrendered for
cancellation, the Certificate Administrator may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds on deposit in such Eligible Account.
Section 10.02 Additional Termination Requirements.
(a) If the Master Servicer exercises its purchase option
as provided in Section 10.01, the Trust shall be terminated in accordance with
the following additional requirements, unless the Certificate Administrator
and the Trustee have received an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section 10.02 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 the Trust Estate to
fail to qualify as two separate REMICs at any time that any Certificates are
outstanding:
(i) within 90 days prior to the Final Distribution Date
set forth in the notice given by the Master Servicer under Section
10.01, the Trustee shall sell all of the assets of the Trust Estate to
the Master Servicer for cash; and
(ii) the notice given by the Master Servicer or the
Certificate Administrator pursuant to Section 10.01 shall provide that
such notice constitutes the adopting of a plan of complete liquidation
of the Upper-Tier REMIC and the Lower-Tier REMIC as of the date of such
notice (or, if earlier, the date on which such notice was mailed to
Certificateholders). The Certificate Administrator shall also specify
such date in the final tax return of the Upper-Tier REMIC and
Lower-Tier REMIC.
(b) By their acceptance of the Residual Certificates, the
Holders thereof hereby agree to take such other action in connection with such
plan of complete liquidation as may be reasonably requested by the Depositor,
the Trustee or the Certificate Administrator.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment. This Agreement may be amended from
time to time by the Depositor, the Master Servicer, the Servicers, the
Certificate Administrator and the Trustee without the consent of any of the
Certificateholders, but if such amendment would adversely affect or add to the
duties of the Custodian, with the consent of the Custodian (i) to cure any
ambiguity or mistake, (ii) to correct or supplement any provisions herein or
therein which may be inconsistent with any other provisions of this Agreement,
any amendment to this Agreement, the Certificates or the related Prospectus
Supplement, (iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary to maintain the qualification of the Upper-Tier
REMIC and the Lower-Tier REMIC as REMICs at all times that any Certificates
113
are outstanding or to avoid or minimize the risk of the imposition of any tax on
either REMIC pursuant to the Code that would be a claim against the Trust
Estate, provided that (a) the Trustee and the Certificate Administrator have
received an Opinion of Counsel to the effect that such action is necessary or
desirable to maintain such qualification or to avoid or minimize the risk of the
imposition of any such tax and (b) such action shall not, as evidenced by such
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, (iv) to change the timing and/or nature of deposits into
the Certificate Account provided that (a) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder and (b) such change shall not adversely affect the
then-current rating of the Senior Certificates, the Class B-1 Certificates, the
Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates
or the Class B-5 Certificates as evidenced by a letter from any Rating Agency
rating such Certificates to such effect, and (v) to make any other provisions
with respect to matters or questions arising under this Agreement which shall
not be materially inconsistent with the provisions of this Agreement, provided
that such action pursuant to this clause (v) shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Certificateholder, provided that the amendment shall not be deemed to
adversely affect in any material respect the interests of the Certificateholders
and no Opinion of Counsel to that effect shall be required if the Person
requesting the amendment obtains a letter from each Rating Agency stating that
the amendment would not result in the downgrading or withdrawal of the
respective ratings then assigned to the Certificates. Notwithstanding any
contrary provision of this Agreement, the Trustee shall not consent to any
amendment to this Agreement for which consent of the Certificateholders has not
been obtained unless it shall have first received an Opinion of Counsel (subject
to Section 5.08 and at the expense of the party seeking such amendment) to the
effect that such amendment or the exercise of any power granted to the Master
Servicer, the Certificate Administrator, the Depositor or the Trustee in
accordance with such amendment will not result in the imposition of a federal
tax on the Trust or cause any REMIC created hereunder to fail to qualify as a
REMIC at any time that any Certificate is outstanding.
This Agreement may also be amended from time to time by the
Depositor, the Master Servicer, the Servicers, the Certificate Administrator and
the Trustee, with the consent of the Holders of Certificates of each Class of
Certificates which is affected by such amendment, evidencing, as to each such
Class of Certificates, Percentage Interests aggregating not less than 66-2/3%,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in any
manner the rights of the Holders of such Certificates; provided, however, that
no such amendment shall (A) reduce in any manner the amount of, or delay the
timing of, collections of payments on Mortgage Loans or distributions which are
required to be made on any Certificate without the consent of the Holder of such
Certificate or (B) reduce the aforesaid percentage required to consent to any
such amendment, without the consent of the Holders of all Certificates then
Outstanding.
Prior to the solicitation of consent of Certificateholders in
connection with any such amendment, the party seeking such amendment shall
furnish the Trustee and the Certificate Administrator with an Opinion of Counsel
stating whether such amendment would adversely affect the qualification of the
Upper-Tier REMIC or the Lower-Tier REMIC as REMICs and notice of the conclusion
expressed in such Opinion of Counsel shall be included with any such
solicitation. An amendment made with the consent of all Certificateholders and
executed in
114
accordance with this Section 11.01 shall be permitted or authorized by this
Agreement notwithstanding that such Opinion of Counsel may conclude that such
amendment would adversely affect the qualification of the Upper-Tier REMIC or
the Lower-Tier REMIC as REMICs.
Prior to the execution of any amendment to this Agreement, the
Trustee and the Certificate Administrator shall be entitled to receive and rely
upon an Opinion of Counsel (which shall not be an expense of the Trust Estate)
stating that the execution of such amendment is authorized and permitted by this
Agreement. Each of the Certificate Administrator and the Trustee may, but shall
not be obligated to, enter into any such amendment which adversely affects their
respective own rights, duties and immunities under this Agreement.
It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as the Trustee may prescribe.
Section 11.02 Recordation of Agreement. 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 servicing the related Mortgage Loans and at its expense
on direction by the Depositor, who will act solely at the direction of Holders
of Certificates evidencing not less than 50% of all Voting Rights, but only upon
receipt of an Opinion of Counsel to the effect that such recordation materially
and beneficially affects the interests of Certificateholders (which Opinion of
Counsel shall not be at the expense of the Depositor).
For the purpose of facilitating the recordation of this
Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and such counterparts shall
constitute but one and the same instrument.
Section 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not operate to terminate
this Agreement or the Trust, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise affect the rights, obligations and liabilities of the parties
hereto or any of them.
No Certificateholder shall have any right to vote (except as
provided herein) 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.
115
No Certificateholder shall have any right by virtue or by
availing itself of any provisions 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 provided herein,
and unless also the Holders of Certificates evidencing Percentage Interests
aggregating not less than 25% of each Class of Certificates affected thereby
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 60 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 being
understood and intended, and being 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 or by availing itself or themselves of any provisions of this
Agreement to affect, disturb or prejudice the rights of the Holders of any other
of the Certificates, or to obtain or seek to obtain priority over or preference
to any other such Holder, 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. THIS AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.
Section 11.05 Notices. All demands, notices, instructions,
directions, requests and communications required to be delivered hereunder shall
be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by certified mail, return receipt requested, to (a) in
the case of the Depositor, Wachovia Mortgage Loan Trust, LLC, 000 X. Xxxxxxx
Xxxxxx, XX0000-Xxxxx X, Xxxxxxxxx, XX 00000-0000, Attention: General Counsel and
Chief Financial Officer, (b) in the case of National City, National City
Mortgage Co., 0000 Xxxxxxx Xx., Xxxxxxxxxx, XX 00000, Attention: Xxxx Xxxx
Xxxxxxxx, (c) in the case of SunTrust, 0000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx,
XX 00000, Attention: Xxxxxxx Xxxxxx-Xxxxxxx, (d) in the case of the Master
Servicer, X.X. Xxx 00, Xxxxxxxx, Xxxxxxxx 00000 (or, if for overnight
deliveries, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 21045), Attention: WMLT
2005-B, (e) in the case of the Certificate Administrator, at its Corporate Trust
Office, (f) in the case of the Trustee, at its Corporate Trust Office, (g) in
the case of Fitch, Fitch Ratings, Xxx Xxxxx Xxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx
00000, Attn: Residential Mortgage Surveillance Group, and (h) in the case of
S&P, Standard and Poor's, a division of The XxXxxx-Xxxx Companies, Inc., 00
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn: Mortgage Surveillance Group; or,
as to each party, at such other address as shall be designated by such party in
a written notice to each other party. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the
116
Certificate Register. Any notice so mailed within the time prescribed in this
Agreement shall be conclusively presumed to have been duly given, whether or not
the Certificateholder receives such notice.
Section 11.06 Severability of Provisions. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.
Section 11.07 Certificates Nonassessable and Fully Paid. It
is intended that Certificateholders shall not be personally liable for
obligations of the Trust, that the beneficial ownership interests represented by
the Certificates shall be nonassessable for any losses or expenses of the Trust
or for any reason whatsoever, and that Certificates upon execution,
countersignature and delivery thereof by the Trustee pursuant to Section 6.01
are and shall be deemed fully paid.
Section 11.08 Access to List of Certificateholders.
The Certificate Registrar will furnish or cause to be furnished to the Trustee
and the Certificate Administrator, within 15 days after the receipt of a request
by the Trustee and/or the Certificate Administrator in writing, a list, in such
form as the Trustee and/or the Certificate Administrator may reasonably require,
of the names and addresses of the Certificateholders as of the most recent
Record Date for payment of distributions to Certificateholders.
If three or more Certificateholders apply in writing to the
Trustee, and such application states that the applicants desire to communicate
with other Certificateholders with respect to their rights under this Agreement
or under the Certificates and is accompanied by a copy of the communication
which such applicants propose to transmit, then the Trustee shall, within five
Business Days after the receipt of such application, afford such applicants
access during normal business hours to the most recent list of
Certificateholders held by the Trustee. If such a list is as of a date more than
90 days prior to the date of receipt of such applicants' request, the Trustee
shall promptly request from the Certificate Registrar a current list as provided
above, and shall afford such applicants access to such list promptly upon
receipt.
Every Certificateholder, by receiving and holding such list,
agrees with the Certificate Registrar, the Certificate Administrator and the
Trustee that neither the Certificate Registrar, the Trustee nor the Certificate
Administrator shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Certificateholders hereunder,
regardless of the source from which such information was derived.
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IN WITNESS WHEREOF, the Depositor, the Master Servicer, the
Servicers, the Certificate Administrator and the Trustee have caused this
Agreement to be duly executed by their respective officers thereunto duly
authorized to be hereunto affixed, all as of the date first above written.
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By: /s/ Xxxx Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxx Xxxxxxxx
Title: Vice President
SUNTRUST MORTGAGE, INC.,
as a Servicer
By: /s/ Xxx X. Xxxxxxx
--------------------------------
Name: Xxx X. Xxxxxxx
Title: First Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as Master Servicer
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
XXXXX FARGO BANK, NATIONAL
ASSOCIATION,
as Certificate Administrator
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By: /s/ Xxxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Vice President
STATE OF MINNESOTA )
) ss.:
COUNTY OF XXXXXX )
)
On the 22nd day of November, 2005, before me, a notary public
in and for the State of Minnesota, personally appeared Xxxxxxx X. Xxxxx, known
to me who, being by me duly sworn, did depose and say that s/he is a Vice
President of U.S. Bank National Association, a national banking association, one
of the parties that executed the foregoing instrument; and that s/he signed
his/her name thereto by order of the Board of Directors of such association.
/s/ Xxxxxxx X. Xxxxxxx
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires January 31, 0000
XXXXX XX Xxxxx Xxxxxxxx )
) ss.:
COUNTY OF Mecklenburg )
)
On the 17th day of November, 2005, before me, a notary public
in and for the State of Delaware, personally appeared Xxxxxx X. Xxxxxx, known to
me who, being by me duly sworn, did depose and say that s/he is a Director of
Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability company, one of
the parties that executed the foregoing instrument; and that s/he signed her/his
name thereto by order of the Board of Directors of such corporation.
/s/ Xxxxxx X. Xxxx
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires August 15, 0000
XXXXX XX Xxxxxxxx )
) ss.:
COUNTY OF Xxxx Arundel )
)
On the 22nd day of November, 2005, before me, a notary public
in and for the State of Maryland, personally appeared Xxxxxx Xxxxxx, known to me
who, being by me duly sworn, did depose and say that she is a Vice President of
Xxxxx Fargo Bank, National Association, a national banking association, one of
the parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Board of Directors of such corporation.
/s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Notary Public
[Notarial Seal]
STATE OF OHIO )
) ss.:
COUNTY OF Xxxxxxxxxx )
)
On the 17th day of November, 2005, before me, a notary public
in and for the State of Ohio, personally appeared Xxxx Xxxx Xxxxxxxx, known to
me who, being by me duly sworn, did depose and say that s/he is a Vice President
of National City Mortgage Co., an Ohio corporation, one of the parties that
executed the foregoing instrument; and that s/he signed her/his name thereto by
order of the Board of Directors of such corporation.
/s/ Xxxxx X. Xxxxxxxxxx
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires October 10, 2006.
COMMONWEALTH OF VIRGINIA )
) ss.:
City of Richmond )
)
On the 22nd day of November, 2005, before me, a notary public
in and for the Commonwealth of Virginia, personally appeared Xxx X. Xxxxxxx,
known to me who, being by me duly sworn, did depose and say that she is a First
Vice President of SunTrust Mortgage, Inc., a Virginia corporation, one of the
parties that executed the foregoing instrument; and that she signed her name
thereto by order of the Executive Council of the Board of Directors of such
corporation.
/s/ Xxxxxxxxx Xxxxxxx
-----------------------------------
Notary Public
[Notarial Seal]
My commission expires June 30, 2008.
APPENDIX 1
CALCULATION OF UNCERTIFICATED LOWER-TIER REGULAR INTEREST Y
PRINCIPAL REDUCTION AMOUNTS
Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts: For any Distribution Date the amounts by which the Uncertificated
Principal Balances of Uncertificated Lower-Tier Regular Interests Y-1, Y-2, Y-3
and Y-4, respectively, will be reduced on such Distribution Date by the
allocation of Realized Losses and the distribution of principal, determined as
follows:
First, for each of Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4, determine the Net WAC for the applicable Loan Group for distributions
of interest that will be made on the next succeeding Distribution Date (the
"Group Interest Rate"). The Uncertificated Lower-Tier Regular Interest Y
Principal Reduction Amount for Uncertificated Lower-Tier Regular Interests Y-1,
Y-2, Y-3 and Y-4 will be determined pursuant to the "Generic solution for the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts" set
forth below (the "Generic Solution") by making identifications among the actual
Loan Groups and their related Uncertificated Lower-Tier Regular Interests and
the Net WAC and the Groups named in the Generic Solution and their related
Uncertificated Lower-Tier Regular Interests as follows:
A. Determine which Group has the lowest Group Interest Rate. That Group will be
identified with Group AA and the Uncertificated Lower-Tier Regular Interests
related to that Group will be respectively identified with Uncertificated
Lower-Tier Regular Interests Y-AA and Z-AA. The Group Interest Rate for that
Group will be identified with J%. If two or more Groups have the lowest Group
Interest Rate pick one for this purpose, subject to the restriction that each
Group may be picked only once in the course of any such selections pursuant to
paragraphs A through D of this definition.
B. Determine which Group has the second lowest Group Interest Rate. That Group
will be identified with Group BB and the Uncertificated Lower-Tier Regular
Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-BB and Z-BB. The Group Interest
Rate for that Group will be identified with K%. If two or more Groups have the
second lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such
selections pursuant to paragraphs A through D of this definition.
C. Determine which Group has the third lowest Group Interest Rate. That Group
will be identified with Group CC and the Uncertificated Lower-Tier Regular
Interests related to that Group will be respectively identified with
Uncertificated Lower-Tier Regular Interests Y-CC and Z-CC. The Group Interest
Rate for that Group will be identified with L%. If two or more Groups have the
third lowest Group Interest Rate pick one for this purpose, subject to the
restriction that each Group may be picked only once in the course of any such
selections pursuant to paragraphs A through D of this definition.
D. Determine which Group has the fourth lowest Group Interest Rate. That Group
will be identified with Group DD and the Uncertificated Lower-Tier Regular
Interests related to that
Group will be respectively identified with Uncertificated Lower-Tier Regular
Interests Y-DD and Z-DD. The Group Interest Rate for that Group will be
identified with M%. If two or more Groups have the fourth lowest Group Interest
Rate pick one for this purpose, subject to the restriction that each Group may
be picked only once in the course of any such selections pursuant to paragraphs
A through D of this definition.
Second, apply the Generic Solution set forth below to determine the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts for the
Distribution Date using the identifications made above.
GENERIC SOLUTION FOR THE UNCERTIFICATED LOWER-TIER REGULAR
INTEREST Y PRINCIPAL REDUCTION AMOUNTS: For any Distribution Date, the amounts
by which the Uncertificated Principal Balances of Uncertificated Lower-Tier
Regular Interests Y-AA, Y-BB, Y-CC and Y-DD, respectively, will be reduced on
such Distribution Date by the allocation of Realized Losses and the distribution
of principal, determined as follows:
For purposes of the succeeding formulas the following symbols shall have the
meanings set forth below:
J% = the Net WAC for Group AA for interest to be distributed on the next
succeeding Distribution Date.
K% = the Net WAC for Group BB for interest to be distributed on the next
succeeding Distribution Date.
L% = the Net WAC for Group CC for interest to be distributed on the next
succeeding Distribution Date.
M% = the Net WAC for Group DD for interest to be distributed on the next
succeeding Distribution Date.
For purposes of the succeeding definitions and formulas, it is required that
J%<=K%<=L%<=M%.
PJB = the Group AA Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
PKB = the Group BB Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
PLB = the Group CC Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
PMB = the Group DD Subordinate Percentage after the allocation of Realized
Losses and distributions of principal on such Distribution Date.
R = the Class B Pass-Through Rate
= (J%PJB + K%PKB + L%PLB + M%PMB)/(PJB + PKB + PLB + PMB)
2
R11 = the weighted average of the Net WACs for Group AA, Group BB, Group CC
and Group DD after giving effect to the allocation of Realized Losses
and distributions of principal to be made on such Distribution Date
= {J% (Pj - (DELTA)Pj) + K% (Pk - (DELTA)Pk) + L% (Pl - (DELTA)Pl) +
M% (Pm - (DELTA)Pm)}/(Pj - (DELTA)Pj + Pk - (DELTA)Pk + Pl - (DELTA)Pl +
Pm - (DELTA)Pm)
R21 = the weighted average of the Net WACs for Group AA, Group BB and Group
CC after giving effect to the allocation of Realized Losses and
distributions of principal to be made on such Distribution Date
= {J% (Pj - (DELTA)Pj) + K% (Pk - (DELTA)Pk) + L% (Pl - (DELTA)Pl)}/(Pj -
(DELTA)Pj + Pk - (DELTA)Pk + Pl - (DELTA)Pl )
R22 = the Net WAC for Group DD
= { M% (Pm - (DELTA)Pm)}/( Pm - (DELTA)Pm )
R31 = the weighted average of the Net WACs for Group AA and Group BB after
giving effect to the allocation of Realized Losses and distributions of
principal to be made on such Distribution Date
= {(J% (Pj - (DELTA)Pj) + K% (Pk - (DELTA)Pk) }/(Pj - (DELTA)Pj + Pk -
(DELTA)Pk)
R32 = the weighted average of the Net WACs for Group CC and Group DD after
giving effect to the allocation of Realized Losses and distributions of
principal to be made on such Distribution Date
= { L% (Pl - (DELTA)Pl) + M% (Pm - (DELTA)Pm)}/( Pl - (DELTA)Pl + Pm -
(DELTA)Pm)
R41 = the Net WAC for Group AA after giving effect to the allocation of Realized
Losses and distributions of principal to be made on such Distribution Date
= J%
R42 = the weighted average of the Net WACs for Group BB, Group CC and Group
DD after giving effect to the allocation of Realized Losses and
distributions of principal to be made on such Distribution Date
= {K% (Pk - (DELTA)Pk) + L% (Pl - (DELTA)Pl) + M% (Pm - (DELTA)Pm)}/
( Pk - (DELTA)Pk + Pl - (DELTA)Pl + Pm - (DELTA)Pm )
r11 = the weighted average of the Uncertificated Pass-Through Rates for
Uncertificated Lower-Tier Regular Interests Y-AA, Y-BB, Y-CC and Y-DD
= (J% Yj + K% Yk + L% Yl + M% Ym )/(Yj + Yk + Yl + Ym )
r21 = the weighted average of the Uncertificated Pass-Through Rates for
Uncertificated Lower-Tier Regular Interests Y-AA, Y-BB and Y-CC
= (J% Yj + K% Yk + L% Yl )/(Yj + Yk + Yl )
r22 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular
Interest Y-DD
= ( M% Ym)/( Ym )
3
r31 = the weighted average of the Uncertificated Pass-Through Rates for
Uncertificated Lower-Tier Regular Interests Y-AA and Y-BB
= (J% Yj + K% Yk )/(Yj + Yk )
r32 = the weighted average of the Uncertificated Pass-Through Rates for
Uncertificated Lower-Tier Regular Interests Y-CC and Y-DD
= ( L% Yl + M% Ym )/( Yl + Ym)
r41 = the Uncertificated Pass-Through Rate for Uncertificated Lower-Tier Regular
Interest Y-AA
= J%
r42 = the weighted average of the Uncertificated Pass-Through Rates for
Uncertificated Lower-Tier Regular
Interests Y-BB, Y-CC and Y-DD
= (K% Yk + L% Yl + M% Ym)/(Yk + Yl + Ym)
Yj = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-AA after distributions on the prior Distribution
Date.
Yk = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-BB after distributions on the prior Distribution
Date.
Yl = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-CC after distributions on the prior Distribution
Date.
Ym = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-DD after distributions on the prior Distribution
Date.
(DELTA)Yj = the Uncertificated Lower-Tier Regular Interest Y-AA Principal
Reduction Amount.
(DELTA)Yk = the Uncertificated Lower-Tier Regular Interest Y-BB Principal
Reduction Amount.
(DELTA)Yl = the Uncertificated Lower-Tier Regular Interest Y-CC Principal
Reduction Amount.
(DELTA)Ym = the Uncertificated Lower-Tier Regular Interest Y-DD Principal
Reduction Amount.
Zj = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Z-AA after distributions on the prior Distribution
Date.
Zk = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Z-BB after distributions on the prior Distribution
Date.
Zl = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Z-CC after distributions on the prior Distribution
Date.
Zm = the Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Z-DD after distributions on the prior Distribution
Date.
4
(DELTA)Zj = the Uncertificated Lower-Tier Regular Interest Z-AA Principal
Reduction Amount.
(DELTA)Zk = the Uncertificated Lower-Tier Regular Interest Z-BB Principal
Reduction Amount.
(DELTA)Zl = the Uncertificated Lower-Tier Regular Interest Z-CC Principal
Reduction Amount.
(DELTA)Zm = the Uncertificated Lower-Tier Regular Interest Z-DD Principal
Reduction Amount.
Pj = the aggregate Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interests Y-AA and Z-AA after distributions on the
prior Distribution Date.
= Yj + Zj
Pk = the aggregate Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interests Y-BB and Z-BB after distributions on the
prior Distribution Date.
= Yk + Zk
Pl = the aggregate Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interests Y-CC and Z-CC after distributions on the
prior Distribution Date.
= Yl + Zl =
Pm = the aggregate Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interests Y-DD and Z-DD after distributions on the
prior Distribution Date.
= Ym + Zm
(DELTA)Pj= the aggregate amount of principal reduction occurring with respect
to Mortgage Loans in Loan Group AA from Realized Losses or payments of
principal to be allocated on such Distribution Date net of any such
amounts allocated to the Class 1-A-R Certificates in respect of
Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-AA
Principal Reduction Amount and the Uncertificated Lower-Tier Regular
Interest Z-AA Principal Reduction Amount.
= (DELTA)Yj + (DELTA)Zj
(DELTA)Pk= the aggregate amount of principal reduction occurring with respect
to Mortgage Loans in Loan Group BB from Realized Losses or payments of
principal to be allocated on such Distribution Date net of any such
amounts allocated to the Class 1-A-R Certificates in respect of
Component I thereof.
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-BB
Principal Reduction Amount and the Uncertificated Lower-Tier Regular
Interest Z-BB Principal Reduction Amount.
= (DELTA)Yk + (DELTA)Zk
(DELTA)Pl= the aggregate amount of principal reduction occurring with respect to
Mortgage Loans in Loan Group CC from Realized Losses or payments of
principal to be allocated on such Distribution Date net of any such
amounts allocated to the Class 1-A-R Certificates in respect of
Component I thereof.
5
= the aggregate of the Uncertificated Lower-Tier Regular Interest Y-CC
Principal Reduction Amount and the Uncertificated Lower-Tier Regular
Interest Z-CC Principal Reduction Amount.
= (DELTA)Yl + (DELTA)Zl
(DELTA)Pm= the aggregate amount of principal reduction occurring with respect
to Mortgage Loans in Loan Group DD from Realized Losses or payments of
principal to be allocated on such Distribution Date net of any such
amounts allocated to the Class 1-A-R Certificate in respect of
Component I thereof.
=the aggregate of the Uncertificated Lower-Tier Regular Interest Y-DD
Principal Reduction Amount and the Uncertificated Lower-Tier Regular
Interest Z-DD Principal Reduction Amount.
= (DELTA)Ym + (DELTA)Zm
(alpha) = .0005
(gamma)1 = (R - R11)/(R12 - R). If R=>M%, (gamma)1 is a non-negative number
unless its denominator is zero, in which event it is undefined.
(gamma)2 = (R - R21)/(R22 - R). If R=>L%, (gamma)2 is a non-negative number
unless its denominator is zero, in which event it is undefined.
(gamma)3 = (R - R31)/(R32 - R). If R=>K%, (gamma)3 is a non-negative number
unless its denominator is zero, in which event it is undefined.
(gamma)4 = (R - R41)/(R42 - R). If R< K%, (gamma)4 is a non-negative number
unless its denominator is zero, in which event it is undefined.
If (gamma)1 is undefined, (DELTA)Yj = Yj, (DELTA)Yk = Yk, (DELTA)Yl = Yl,
(DELTA)Ym = Ym and (DELTA)Yn = (Yn/Pn)(DELTA)Pn.
If (gamma)4 is zero, (DELTA)Yj = (Yj/Pj)(DELTA)Pj, (DELTA)Yk = Yk, (DELTA)Yl =
Yl, (DELTA)Ym = Ym and (DELTA)Yn = Yn.
In the remaining situations, (DELTA)Yj, (DELTA)Yk, (DELTA)Yl, (DELTA)Ym and
(DELTA)Yn shall be defined as follows:
I. If R=>M%, make the following additional definitions:
(delta)1Yj = 0, if R11 < r11;
(R11- r11)( Yj + Yk + Yl + Ym)Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11= > r11 and
R11=>M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11= > r11 and
M%>R11= > L%;
6
(R11- r11)( Yj + Yk + Yl + Ym )Yj/
{(R11 - J%)Yj + (R11 - K%)Yk }, if R11= > r11 and
L%>R11= > K%; and
(R11- r11)( Yj + Yk + Yl + Ym )/(R11 - J%), if R11= > r11 and
K% > R11= > J%.
(delta)1Yk = 0, if R11 < r11 and R11= > K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yk/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11 < r11 and
R11 < K%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/ {(R11 - J%)Yj + (R11 - K%)Yk +
(R11 - L%)Yl +
(R11 - M%)Ym }, if R11= > r11 and
R11= > M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11= > r11 and
M% > R11= > L%;
(R11- r11)( Yj + Yk + Yl + Ym )Yk/{(R11 - J%)Yj + (R11 - K%)Yk }, if R11= > r11 and
L% > R11= > K%; and
0, if R11= > r11 and R11 < K%.
(delta)1Yl = 0, if R11 < r11 and R11= > L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11 < r11 and
K% < =R11 < L%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11 < r11 and
R11 < K%;
(R11- r11)( Yj + Yk + Yl + Ym)Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11= > r11 and
R11= > M%;
(R11- r11)( Yj + Yk + Yl + Ym )Yl/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl }, if R11= > r11 and
M% > R11= > L%;
0, if R11= > r11 and R11 < L%.
7
(delta)1Ym = 0, if R11 < r11 and R11= > M%;
(R11- r11)( Yj + Yk + Yl + Ym)/(R11 - M%), if R11 < r11 and
L% < =R11 < M%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - L%)Yl + (R11 - M%)Ym }, if R11 < r11 and
K% < =R11 < L%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{ (R11 - K%)Yk + (R11 - L%)Yl + (R11 - M%)Ym }, if R11 < r11 and
R11 < K%;
(R11- r11)( Yj + Yk + Yl + Ym)Ym/
{(R11 - J%)Yj + (R11 - K%)Yk + (R11 - L%)Yl +
(R11 - M%)Ym }, if R11= > r11 and
R11= > M%;
0, if R11=> r11 and R11< M%.
(xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx and (delta)1Ym are numbers respectively
between Yj, Yk, Yl and Ym and 0 such that {J%(Yj - (delta)1Yj
) + K%( Yk.- (delta)1Yk) + L%( Yl.- (delta)1Yl) + M%( Ym.-
(delta)1Ym) }/ (Yj - (delta)1Yj + Yk.- (delta)1Yk + Yl.-
(delta)1Yl + Ym.- (delta)1Ym) = R11.
Y11 = Yj - (delta)1Yj + Yk.- (delta)1Yk + Yl.- (delta)1Yl + Ym.- (delta)1Ym
P11 = Pj + Pk + Pl + Pm.
Z11 = Zj + Zk + Zl + Zm.
AY11 = AYj - (delta)1Yj + AYk.- (delta)1Yk + AYl.- (delta)1Yl + AYm.-
(delta)1Ym.
AP11 = APj + APk + APl + APm.
AZ11 = AZj + AZk + AZl + AZm.
1. If Yn - (alpha)(Pn - (DELTA)Pn) => 0, Y11- (alpha)(P11 - (DELTA)P11) =>
0, and (gamma)1(P11 - (DELTA)P11) < (Pn - (DELTA)Pn), then (DELTA)Yn =
Yn - (alpha)(gamma)1(P11 - (DELTA)P11) and (DELTA)Y11 = Y11 -
(alpha)(P11 - (DELTA)P11).
2. If Yn - (alpha)(Pn - (DELTA)Pn) => 0, Y11 - (alpha)(P11 - (DELTA)P11)
=> 0, and (gamma)1(P11 - (DELTA)P11) => (Pn - (DELTA)Pn), then
(DELTA)Yn = Yn - (alpha)(Pn - (DELTA)Pn) and (DELTA)Y11 = Y11 -
((alpha)/(gamma)1)(Pn - (DELTA)Pn).
3. If Yn - (alpha)(Pn - (DELTA)Pn) < 0, Y11 - (alpha)(P11 - (DELTA)P11) =>
0, and Y11 - (alpha)(P11 - (DELTA)P11) => Y11 - (Yn/(gamma)1), then
(DELTA)Yn = Yn - (alpha)(gamma)1(P11 - (DELTA)P11) and (DELTA)Y11 = Y11
- (alpha)(P11 - (DELTA)P11).
8
4. If Xx - (xxxxx)(Xx - (XXXXX)Xx) x 0, X00 - (Xx/(xxxxx)0) => 0, and Y11
- (alpha)(P11 - (DELTA)P11) <= Y11 - (Yn/(gamma)1), then (DELTA)Yn = 0
and (DELTA)Y11 = Y11 - (Yn/(gamma)1).
5. If Y11 - (alpha)(P11 - (DELTA)P11) < 0, Y11 - (Yn/(gamma)1) < 0, and
Yn - (alpha)(Pn - (DELTA)Pn) <= Yn - ((gamma)1Y11), then (DELTA)Yn = Yn
- ((gamma)1Y11) and
(DELTA)Y11 = 0.
6. If Y11 - (alpha)(P11 - (DELTA)P11) < 0, Yn - (alpha)(Pn - (DELTA)Pn) =>
0, and Yn - (alpha)(Pn - (DELTA)Pn) => Yn - ((gamma)1Y11), then (DELTA)
Yn = Yn - (alpha)(Pn - (DELTA)Pn) and (DELTA)Y11 = Y11 -
((alpha)/(gamma)1)(Pn - (DELTA)Pn).
AYj = (delta)1Yj + [(Yj - (delta)1Yj )/Y11 ]A X00
XXx = (delta)1Yk + [(Yk - (delta)1Yk )/Y11 ]AY11
AYl = (delta)1Yl + [(Yl - (delta)1Yl )/Y11 ]A Y11
AYm = (delta)1Ym + [(Ym - (delta)1Ym )/Y11 ]AY11
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Principal Distribution
Amounts for the respective Uncertificated Lower-Tier Regular Interests is to
accomplish the following goals in the following order of priority:
1. Making the ratio of (Yn - XXx ) to (Y11 - AY11 ) equal to (gamma)1
after taking account of the allocation Realized Losses and the
distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts and Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts is greater than or equal to zero for such
Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-AA less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-AA and Uncertificated Lower-Tier Regular
Interest Z-AA, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular
Interest Z-BB, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-CC less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular
Interest Z-CC, and the Uncertificated Principal Balance of
Uncertificated Lower-Tier Regular Interest Y-DD less than or equal to
0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated
Lower-Tier Regular Interest Z-DD in each case after giving effect to
allocations of Realized Losses and distributions to be made through the
end of the Distribution Date to which such provisions relate; and
9
3. Making the larger of (a) the fraction whose numerator is (Yn - XXx )
and whose denominator is the sum of (Yn - XXx) and (Zn - AZn) and (b)
the fraction whose numerator is (Y11 - AY11) and whose denominator is
the sum of (Y11 - AY11) and (Z11 - AZ11) as large as possible while
remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted
to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be
less than or equal to the sum of (a) the Principal Realized Losses to be
allocated on the related Distribution Date for the related Loan Group remaining
after the allocation of such Realized Losses to the related class of ratio-strip
principal only certificates, if any, and (b) the remainder of the Pool
Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of
ratio-strip principal only certificates, if any, (ii) to the related class of
ratio-strip interest only certificates, if any, and (iii) in respect of interest
on the related Uncertificated Lower-Tier Regular Interests, or, if both of such
goals cannot be accomplished within such requirement, such adjustment as is
necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall
be resolved on the basis of the goals and their priorities set forth above
within the requirement set forth in the preceding sentence. If the formula
allocation of AY11 among AYj, AYk, AYl and AYm cannot be achieved because one or
more of AYj, AYk, AYl and AYm, as so defined is greater than the related one of
APj, APk, APl and APm, such an allocation shall be made as close as possible to
the formula allocation within the requirement that AYj < APj, AYk < APk, AYl <
APl, AYm < APm and AYm < APm.
II. If L%<=R<=M%, make the following additional definitions:
(delta)2Yj = 0, if R21 < r21;
(R21- r21)( Yj + Yk + Yl )Yj/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21= > r21 and
L% > R21= > K%; and
(R21- r21)( Yj + Yk + Yl )/(R21 - J%), if R21= > r21 and K% > R21= > J%.
(delta)2Yk = 0, if R21 < r21 and R21= > K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{ (R21 - K%)Yk + (R21 - L%)Yl }, if R21 < r21 and
R21 < K%;
(R21- r21)( Yj + Yk + Yl )Yk/
{(R21 - J%)Yj + (R21 - K%)Yk }, if R21= > r21 and
L% > R21= > K%; and
0, if R21= > r21 and R21 < K%.
10
(delta)2Yl = (R21- r21)( Yj + Yk + Yl )/(R21 - L%), if R21 < r21 and
K%<=R21 < L%;
(R21- r21)( Yj + Yk + Yl )Yl/{ (R21 - K%)Yk + (R21 - L%)Yl },
R21 < K%; if R21 < r21 and
0, if R21= > r21.
(delta)2Ym = 0, if R22 < r22;
(R22- r22)( Ym + Yn )/(R22 - M%), if R22= > r22 and R22= > M%;
(delta)2Yn = the greater of 0 and (DELTA)Pn - Zn, if R22=N%;
(R22- r22)( Ym + Yn)/(R22 - N%), M% < =R22 < N%; if R22 < r22 and
0, if R22= > r22 and R22 < N%.
(xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx and (delta)2Yn are numbers
respectively between Yj, Yk, Yl, Ym and Yn and 0 such that:
{J%(Yj - (delta)2Yj ) + K%( Yk.- (delta)2Yk) + L%( Yl.-
(delta)2Yl)}/ ( Yj - (delta)2Yj + Yk.- (delta)2Yk +
Yl.- (delta)2Yl)
= R21;
and
{ M%( Ym.- (delta)2Ym) + N%( Yn.- (delta)2Yn) }/
(Ym.- (delta)2Ym + Yn.- (delta)2Yn)
= R22.
Y21 = Yj - (delta)2Yj + Yk.- (delta)2Yk + Yl.- (delta)2Yl.
P21 = Pj + Pk + Pl.
Z21 = Zj + Zk + Zl.
AY21 = AYj - (delta)2Yj + AYk.- (delta)2Yk + AYl.- (delta)2Yl.
AP21 = APj + APk + APl.
AZ21 = AZj + AZk + AZl.
Y22 = Ym.- (delta)2Ym + Yn.- (delta)2Yn.
P22 = Pm + Pn.
11
Z22 = Zm + Zn.
AY22 = AYm.- (delta)2Ym + XXx.- (delta)2Yn
AP22 = APm + APn.
AZ22 = AZm + AZn.
1. If Y22 - (alpha)(P22 - (DELTA)P22) => 0, Y21- (alpha)(P21 - (DELTA)P21)
=> 0, and (gamma)2(P21 - (DELTA)P21) < (P22 - (DELTA)P22), then
(DELTA)Y22 = Y22 - (alpha)(gamma)2(P21 - (DELTA)P21) and (DELTA)Y21 =
Y21 - (alpha)(P21 - (DELTA)P21).
2. If Y22 - (alpha)(P22 - (DELTA)P22) => 0, Y21 - (alpha)(P21 -
(DELTA)P21) => 0, and (gamma)2(P21 - (DELTA)P21) => (P22 - (DELTA)P22),
then (DELTA)Y22 = Y22 - (alpha)(P22 - (DELTA)P22) and (DELTA)Y21 = Y21
- (alpha)/(gamma)2)(P22 - (DELTA)P22).
3. If Y22 - (alpha)(P22 - (DELTA)P22) < 0, Y21 - (alpha)(P21 - (DELTA)P21)
=> 0, and Y21 - (alpha)(P21 - (DELTA)P21) => Y21 - (Y22/(gamma)2), then
(DELTA)Y22 = Y22 - (alpha)(gamma)2(P21 - (DELTA)P21) and (DELTA)Y21 =
Y21 - (alpha)(P21 - (DELTA)P21).
4. If Y22 - (alpha)(P22 - (DELTA)P22) < 0, Y21 - (Y22/(gamma)2) => 0, and
Y21 - (alpha)(P21 - (DELTA)P21) <= Y21 - (Y22/(gamma)2), then
(DELTA)Y22 = 0 and (DELTA)Y21 = Y21 - (Y22/(gamma)2).
5. If Y21 - (alpha)(P21 - (DELTA)P21) < 0, Y21 - (Y22/(gamma)2) < 0, and
Y22 - (alpha)(P22 - (DELTA)P22) <= Y22 - ((gamma)2Y21), then (DELTA)Y22
= Y22 - ((gamma)2Y21) and (DELTA)Y21 = 0.
6. If Y21 - (alpha)(P21 - (DELTA)P21) < 0, Y22 - (alpha)(P22 - (DELTA)P22)
=> 0, and Y22 - (alpha)(P22 - (DELTA)P22) => Y22 - ((gamma)2Y21), then
(DELTA)Y22 = Y22 - (alpha)(P22 - (DELTA)P22) and (DELTA)Y21 = Y21 -
((alpha)/(gamma)2)(P22 - (DELTA)P22).
(DELTA)Yj = (delta)2Yj + [(Yj - (delta)2Yj )/Y21 ] (DELTA)Y21
(DELTA)Yk = (delta)2Yk + [(Yk - (delta)2Yk )/Y21 ] (DELTA)Y21
(DELTA)Yl = (delta)2Yl + [(Yl - (delta)2Yl )/Y21 ] (DELTA)Y21
(DELTA)Ym = (delta)2Ym + [(Ym - (delta)2Ym )/Y22 ] (DELTA)Y22
(DELTA)Yn = (delta)2Yn + [(Yn - (delta)2Yn )/Y22 ] (DELTA)Y22
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Principal Distribution
Amounts for the respective Uncertificated Lower-Tier Regular Interests is to
accomplish the following goals in the following order of priority:
1. Making the ratio of (Y22 - (DELTA)Y22 ) to (Y21 - (DELTA)Y21 ) equal to
(gamma)2 after taking account of the allocation Realized Losses and the
distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts and Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts is greater than or equal to zero for such
Distribution Date;
12
2. Making the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-AA less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests Y-AA and Uncertificated Lower-Tier Regular
Interest Z-AA, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-BB less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier Regular
Interest Z-BB, the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-CC less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-CC and Uncertificated Lower-Tier Regular
Interest Z-CC and the Uncertificated Principal Balance of
Uncertificated Lower-Tier Regular Interest Y-DD less than or equal to
0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated
Lower-Tier Regular Interest Z-DD, in each case after giving effect to
allocations of Realized Losses and distributions to be made through the
end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y22 -
(DELTA)Y22 ) and whose denominator is the sum of (Y22 - (DELTA)Y22) and
(Z22 - (DELTA)Z22) and (b) the fraction whose numerator is (Y21 -
(DELTA)Y21) and whose denominator is the sum of (Y21 - (DELTA)Y21) and
(Z21 - (DELTA)Z21) as large as possible while remaining less than or
equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted
to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be
less than or equal to the sum of (a) the Principal Realized Losses to be
allocated on the related Distribution Date for the related Loan Group remaining
after the allocation of such Realized Losses to the related class of ratio-strip
principal only certificates, if any, and (b) the remainder of the Pool
Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of
ratio-strip principal only certificates, if any, (ii) to the related class of
ratio-strip interest only certificates, if any, and (iii) in respect of interest
on the related Uncertificated Lower-Tier Regular Interests, or, if both of such
goals cannot be accomplished within such requirement, such adjustment as is
necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts, such
conflict shall be resolved on the basis of the goals and their priorities set
forth above within the requirement set forth in the preceding sentence. If the
formula allocations of (DELTA)Y21 among (DELTA)Yj, (DELTA)Yk and (DELTA)Yl or
(DELTA)Y22 among (DELTA)Ym and (DELTA)Yn cannot be achieved because one or more
of (DELTA)Yj, (DELTA)Yk, (DELTA)Yl, (DELTA)Ym and (DELTA)Yn, as so defined, is
greater than the related one of (DELTA)Pj, (DELTA)Pk, (DELTA)Pl, (DELTA)Pm and
(DELTA)Pn, such an allocation shall be made as close as possible to the formula
allocation within the requirement that (DELTA)Yj < (DELTA)Pj, (DELTA)Yk <
(DELTA)Pk, (DELTA)Yl < (DELTA)Pl, (DELTA)Ym < (DELTA)Pm and (DELTA)Yn <
(DELTA)Pn.
III. If K%<=R<=L%, make the following additional definitions:
13
(delta)3Yj = 0, if R31 < r31; and
(R31- r31)( Yj + Yk )/(R31 - J%), if R31= > r31 and K% > R31= > J%.
(delta)3Yk = (R31- r31)( Yj + Yk )/(R31 - K%), if R31 < r31 and R31 < K%;
and
0, if R31= > r31 and R31 < K%.
(delta)3Yl = 0, if R32 < r32;
(R32- r32)( Yl + Ym + Yn)Yl/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32= > r32 and N% > R32= > M%;
(R32- r32)( Yl + Ym + Yn)/(R32 - L%), if R32= > r32 and M% > R32= > L%;
(delta)3Ym = 0, if R32 < r32 and R32= > M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32 < r32 and L%<=R32 < M%;
(R32- r32)( Yl + Ym + Yn)Ym/
{ (R32 - L%)Yl + (R32 - M%)Ym }, if R32= > r32 and N% > R32= > M%;
0, if R32= > r32 and R32 < M%.
(delta)3Yn = 0, if R32 < r32 and R32= > N%;
(R32- r32)( Yl + Ym + Yn)/(R32 - N%), if R32 < r32 and M%<=R32 < N%;
(R32- r32)( Yl + Ym + Yn )Yn/
{ (R32 - M%)Ym + (R32 - N%)Yn }, if R32 < r32 and L%<=R32 < M%;
0, if R32= > r32 and R32 < N%.
(xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx and (delta)3Yn are numbers
respectively between Yj, Yk, Yl, Ym, and Yn and 0 such that:
{J%(Yj - (delta)3Yj ) + K%( Yk.- (delta)3Yk) }/
( Yj - (delta)3Yj + Yk.- (delta)3Yk)
= R31;
14
and
{L%( Yl.- (delta)3Yl) + M%( Ym.- (delta)3Ym) + N%(
Yn.- (delta)3Yn ) }/ (Yl.- (delta)3Yl + Ym.-
(delta)3Ym + Yn.- (delta)3Yn )
= R32.
Y31 = Yj - (delta)3Yj + Yk.- (delta)3Yk.
P31 = Pj + Pk.
Z31 = Zj + Zk.
(DELTA)Y31 = (DELTA)Yj - (delta)3Yj + (DELTA)Yk.- (delta)3Yk.
(DELTA)P31 = (DELTA)Pj + (DELTA)Pk.
(DELTA)Z31 = (DELTA)Zj + (DELTA)Zk.
Y32 = Yl.- (delta)3Yl + Ym.- (delta)3Ym + Yn.- (delta)3Yn .
P32 = Pl + Pm + Pn .
Z32 = Zl + Zm + Zn.
(DELTA)Y32 = (DELTA)Yl.- (delta)3Yl + (DELTA)Ym.- (delta)3Ym + (DELTA)Yn.-
(delta)3Yn .
(DELTA)P32 = (DELTA)Pl + (DELTA)Pm + (DELTA)Pn.
(DELTA)Z32 = (DELTA)Zl + (DELTA)Zm + (DELTA)Zn.
1. If Y32 - (alpha)(P32 - (DELTA)P32) => 0, Y31- (alpha)(P31 - (DELTA)P31)
=> 0, and (gamma)3(P31 - (DELTA)P31) < (P32 - (DELTA)P32), then
(DELTA)Y32 = Y32 - (alpha)(gamma)3(P31 - (DELTA)P31) and (DELTA)Y31 =
Y31 - (alpha)(P31 - (DELTA)P31).
2. If Y32 - (alpha)(P32 - (DELTA)P32) => 0, Y31 - (alpha)(P31 -
(DELTA)P31) => 0, and (gamma)3(P31 - (DELTA)P31) => (P32 - (DELTA)P32),
then (DELTA)Y32 = Y32 - (alpha)(P32 - (DELTA)P32) and (DELTA)Y31 = Y31
- ((alpha)/(gamma)3)(P32 - (DELTA)P32).
3. If Y32 - (alpha)(P32 - (DELTA)P32) < 0, Y31 - (alpha)(P31 - (DELTA)P31)
=> 0, and Y31 - (alpha)(P31 - (DELTA)P31) => Y31 - (Y32/(gamma)3), then
(DELTA)Y32 = Y32 - (alpha)(gamma)3(P31 - (DELTA)P31) and (DELTA)Y31 =
Y31 - (alpha)(P31 - (DELTA)P31).
4. If Y32 - (alpha)(P32 - (DELTA)P32) < 0, Y31 - (Y32/(gamma)3) => 0, and
Y31 - (alpha)(P31 - (DELTA)P31) <= Y31 - (Y32/(gamma)3), then
(DELTA)Y32 = 0 and (DELTA)Y31 = Y31 - (Y32/(gamma)3).
5. If Y31 - (alpha)(P31 - (DELTA)P31) < 0, Y31 - (Y32/(gamma)3) < 0, and
Y32 - (alpha)(P32 - (DELTA)P32) <= Y32 - ((gamma)3Y31), then (DELTA)Y32
= Y32 - ((gamma)3Y31) and (DELTA)Y31 = 0.
6. If Y31 - (alpha)(P31 - (DELTA)P31) < 0, Y32 - (alpha)(P32 - (DELTA)P32)
=> 0, and Y32 - (alpha)(P32 - (DELTA)P32) => Y32 - ((gamma)3Y31), then
(DELTA)Y32 = Y32 - (alpha)(P32 - (DELTA)P32) and (DELTA)Y31 = Y31 -
((alpha)/(gamma)3)(P32 - (DELTA)P32).
15
(DELTA)Yj = (delta)3Yj + [(Yj - (delta)3Yj )/Y31 ] (DELTA)Y31
(DELTA)Yk = (delta)3Yk + [(Yk - (delta)3Yk )/Y31 ] (DELTA)Y31
(DELTA)Yl = (delta)3Yl + [(Yl - (delta)3Yl )/Y32 ] (DELTA)Y32
(DELTA)Ym = (delta)3Ym + [(Ym - (delta)3Ym )/Y32 ] (DELTA)Y32
(DELTA)Yn = (delta)3Yn + [(Yn - (delta)3Yn )/Y32 ] (DELTA)Y32
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Principal Distribution
Amounts of the respective Uncertificated Lower-Tier Regular Interests is to
accomplish the following goals in the following order of priority:
1. Making the ratio of (Y32 - (DELTA)Y32 ) to (Y31 - (DELTA)Y31 )
equal to (gamma)3 after taking account of the allocation
Realized Losses and the distributions that will be made
through the end of the Distribution Date to which such
provisions relate and assuring that each of the Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts and
Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts is greater than or equal to zero for
such Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-AA less than or equal to 0.0005
of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-AA and
Uncertificated Lower-Tier Regular Interest Z-AA, the
Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-BB less than or equal to 0.0005 of the sum
of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-BB and Uncertificated Lower-Tier
Regular Interest Z-BB, the Uncertificated Principal Balance of
Uncertificated Lower-Tier Regular Interest Y-CC less than or
equal to 0.0005 of the sum of the Uncertificated Principal
Balances of Uncertificated Lower-Tier Regular Interest Y-CC
and Uncertificated Lower-Tier Regular Interest Z-CC and the
Uncertificated Principal Balance of Uncertificated Lower-Tier
Regular Interest Y-DD less than or equal to 0.0005 of the sum
of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interest Y-DD and Uncertificated Lower-Tier
Regular Interest Z-DD, in each case after giving effect to
allocations of Realized Losses and distributions to be made
through the end of the Distribution Date to which such
provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y32
- (DELTA)Y32 ) and whose denominator is the sum of (Y32 -
(DELTA)Y32) and (Z32 - (DELTA)Z32) and (b) the fraction whose
numerator is (Y31 - (DELTA)Y31) and whose denominator is the
sum of (Y31 - (DELTA)Y31) and (Z31 - (DELTA)Z31) as large as
possible while remaining less than or equal to 0.0005.
In the event of a failure of the foregoing portion of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts to
accomplish both of goals 1 and 2 above, the
16
amounts thereof should be adjusted to so as to accomplish such goals within the
requirement that each Uncertificated Lower-Tier Regular Interest Y Principal
Reduction Amount must be less than or equal to the sum of (a) the Principal
Realized Losses to be allocated on the related Distribution Date for the related
Loan Group remaining after the allocation of such Realized Losses to the related
class of ratio-strip principal only certificates, if any, and (b) the remainder
of the Pool Distribution Amount for the related Loan Group or after reduction
thereof by the distributions to be made on such Distribution Date (i) to the
related class of ratio-strip principal only certificates, if any, (ii) to the
related class of ratio-strip interest only certificates, if any, and (iii) in
respect of interest on the related Uncertificated Lower-Tier Regular Interests,
or, if both of such goals cannot be accomplished within such requirement, such
adjustment as is necessary shall be made to accomplish goal 1 within such
requirement. In the event of any conflict among the provisions of the definition
of Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts,
such conflict shall be resolved on the basis of the goals and their priorities
set forth above within the requirement set forth in the preceding sentence. If
the formula allocations of (DELTA)Y31 among (DELTA)Yj and (DELTA)Yk or (DELTA)
Y32 among (DELTA)Yl, (DELTA)Ym and (DELTA)Yn cannot be achieved because one or
more of (DELTA)Yj, (DELTA)Yk, (DELTA)Yl, (DELTA)Ym and (DELTA)Yn, as so defined,
is greater than the related one of (DELTA)Pj, (DELTA)Pk, (DELTA)Pl, (DELTA)Pm
and (DELTA)Pn, such an allocation shall be made as close as possible to the
formula allocation within the requirement that (DELTA)Yj < (DELTA)Pj, (DELTA)Yk
< (DELTA)Pk, (DELTA)Yl < (DELTA)Pl, (DELTA)Ym < (DELTA)Pm and (DELTA)Yn <
(DELTA)Pn.
IV. If R<=K%, make the following additional definitions:
(delta)4Yk = 0, if R42 < r42;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42= > r42 and N% > R42= > M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yk/
{ (R42 - K%)Yk + (R42 - L%)Yl }, if R42= > r42 and M% > R42= > L%; and
(R42- r42)( Yk + Yl + Ym + Yn )/(R42 - K%), if R42= > r42 and
L% > R42= > K%.
(delta)4Yl = 0, if R42 < r42 and R42= > L%;
(R42- r42)( Yk + Yl + Ym + Yn )Yl/ { (R42 - L%)Yl + (R42 - M%)Ym +
(R42 - N%)Yn }, L% > R42= > K%; if R42 < r42 and
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym },
N% > R42= > M%; if R42= > r42 and
17
(R42- r42)( Yk + Yl + Ym + Yn )Yl/
{ (R42 - K%)Yk + (R42 - L%)Yl }, M% > R42= > L%; if R42= > r42 and
0, if R42= > r42 and R42 < L%.
(delta)4Ym = 0, if R42 < r42 and R42= > M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42 < r42 and L%<=R42 < M%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42 < r42 and K<=R42 < L%;
(R42- r42)( Yk + Yl + Ym + Yn )Ym/
{ (R42 - K%)Yk + (R42 - L%)Yl + (R42 - M%)Ym }, if R42= > r42 and N% > R42= > M%;
0, if R42= > r42 and R42 < M%.
(delta)4Yn = 0, if R42 < r42 and R42= > N%;
(R42- r42)( Yk + Yl + Ym + Yn )/ (R42 - N%), if R42 < r42 and
M%<=R42 < N%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - M%)Ym + (R42 - N%)Yn }, if R42 < r42 and L%<=R42 < M%;
(R42- r42)( Yk + Yl + Ym + Yn )Yn/
{ (R42 - L%)Yl + (R42 - M%)Ym + (R42 - N%)Yn }, if R42 < r42 and K%<=R42 < L%;
0, if R42= > r42 and R42 < N%.
(xxxxx)0Xx, (xxxxx)0Xx, (xxxxx)0Xx and (delta)4Yn are numbers respectively
between Yk, Yl, Ym and Yn and 0 such that
{K%( Yk.- (delta)4Yk) + L%( Yl.- (delta)4Yl) + M%(
Ym.- (delta)4Ym) + N%( Yn.- (delta)4Yn) }/ ( Yk.-
(delta)4Yk + Yl.- (delta)4Yl + Ym.- (delta)4Ym + Yn.-
(delta)4Yn )
= R42.
Y42 = Yk.- (delta)4Yk + Yl.- (delta)4Yl + Ym.- (delta)4Ym + Yn.- (delta)4Yn .
P42 = Pk + Pl + Pm + Pn.
Z42 = Zk + Zl + Zm + Zn.
18
(DELTA)Y42 = (DELTA)Yk.- (delta)4Yk + (DELTA)Yl.- (delta)4Yl + (DELTA)Ym.-
(delta)4Ym + (DELTA)Yn.- (delta)4Yn .
(DELTA)P42 = (DELTA)Pk + (DELTA)Pl + (DELTA)Pm + (DELTA)Pn.
(DELTA)Z42 = (DELTA)Zk + (DELTA)Zl + (DELTA)Zm + (DELTA)Zn.
1. If Y42 - (alpha)(P42 - (DELTA)P42) => 0, Yj- (alpha)(Pj - (DELTA)Pj) =>
0, and (gamma)4(Pj - (DELTA)Pj) < (P42 - (DELTA)P42), then (DELTA)Y42 =
Y42 - (alpha)(gamma)4(Pj - (DELTA)Pj) and (DELTA)Yj = Yj - (alpha)(Pj -
(DELTA)Pj).
2. If Y42 - (alpha)(P42 - (DELTA)P42) => 0, Yj - (alpha)(Pj - (DELTA)Pj)
=> 0, and (gamma)4(Pj - (DELTA)Pj) => (P42 - (DELTA)P42), then
(DELTA)Y42 = Y42 - (alpha)(P42 - (DELTA)P42) and (DELTA)Yj = Yj -
((alpha)/(gamma)4)(P42 - (DELTA)P42).
3. If Y42 - (alpha)(P42 - (DELTA)P42) < 0, Yj - (alpha)(Pj - (DELTA)Pj) =>
0, and Yj - (alpha)(Pj - (DELTA)Pj) => Yj - (Y42/(gamma)4), then
(DELTA)Y42 = Y42 - (alpha)(gamma)4(Pj - (DELTA)Pj) and (DELTA)Yj = Yj -
(alpha)(Pj - (DELTA)Pj).
4. If Y42 - (alpha)(P42 - (DELTA)P42) < 0, Yj - (Y42/(gamma)4) => 0, and
Yj - (alpha)(Pj - (DELTA)Pj) <= Yj - (Y42/(gamma)4), then (DELTA)Y42 =
0 and (DELTA)Yj = Yj - (Y42/(gamma)4).
5. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Yj - (Y42/(gamma)4) < 0, and
Y42 - (alpha)(P42 - (DELTA)P42) <= Y42 - ((gamma)4Yj), then (DELTA)Y42
= Y42 - ((gamma)4Yj) and (DELTA)Yj = 0.
6. If Yj - (alpha)(Pj - (DELTA)Pj) < 0, Y42 - (alpha)(P42 - (DELTA)P42) =>
0, and Y42 - (alpha)(P42 - (DELTA)P42) => Y42 - ((gamma)4Yj), then
(DELTA)Y42 = Y42 - (alpha)(P42 - (DELTA)P42) and (DELTA)Yj = Yj -
((alpha)/(gamma)4)(P42 - (DELTA)P42).
(DELTA)Yk = (delta)4Yk + [(Yk - (delta)4Yk )/Y42 ] (DELTA)Y42
(DELTA)Yl = (delta)4Yl + [(Yl - (delta)4Yl )/Y42 ] (DELTA)Y42
(DELTA)Ym = (delta)4Ym + [(Ym - (delta)4Ym )/Y42 ] (DELTA)Y42
(DELTA)Yn = (delta)4Yn + [(Yn - (delta)4Yn )/Y42 ] (DELTA)Y42
The purpose of the foregoing definitional provisions together with the related
provisions allocating Realized Losses and defining the Principal Distribution
Amounts for the respective Uncertificated Lower-Tier Regular Interests is to
accomplish the following goals in the following order of priority:
1. Making the ratio of (Y42 - (DELTA)Y42 ) to (Yj - (DELTA)Yj ) equal to
(gamma)4 after taking account of the allocation Realized Losses and the
distributions that will be made through the end of the Distribution
Date to which such provisions relate and assuring that each of the
Uncertificated Lower-Tier Regular Interest Y Principal Reduction
Amounts and Uncertificated Lower-Tier Regular Interest Z Principal
Reduction Amounts is greater than or equal to zero for such
Distribution Date;
2. Making the Uncertificated Principal Balance of Uncertificated
Lower-Tier Regular Interest Y-AA less than or equal to 0.0005 of the
sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests Y-AA and Uncertificated
19
Lower-Tier Regular Interest Z-AA, the Uncertificated Principal Balance
of Uncertificated Lower-Tier Regular Interest Y-BB less than or equal
to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-BB and Uncertificated
Lower-Tier Regular Interest Z-BB, the Uncertificated Principal Balance
of Uncertificated Lower-Tier Regular Interest Y-CC less than or equal
to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-CC and Uncertificated
Lower-Tier Regular Interest Z-CC and the Uncertificated Principal
Balance of Uncertificated Lower-Tier Regular Interest Y-DD less than or
equal to 0.0005 of the sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interest Y-DD and Uncertificated
Lower-Tier Regular Interest Z-DD, in each case after giving effect to
allocations of Realized Losses and distributions to be made through the
end of the Distribution Date to which such provisions relate; and
3. Making the larger of (a) the fraction whose numerator is (Y42 -
(DELTA)Y42 ) and whose denominator is the sum of (Y42 - (DELTA)Y42) and
(Z42 - (DELTA)Z42) and (b) the fraction whose numerator is (Yj -
(DELTA)Yj) and whose denominator is the sum of (Yj - (DELTA)Yj) and (Zj
- (DELTA)Zj) as large as possible while remaining less than or equal to
0.0005.
In the event of a failure of the foregoing portion of the definition of
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amounts to
accomplish both of goals 1 and 2 above, the amounts thereof should be adjusted
to so as to accomplish such goals within the requirement that each
Uncertificated Lower-Tier Regular Interest Y Principal Reduction Amount must be
less than or equal to the sum of (a) the Principal Realized Losses to be
allocated on the related Distribution Date for the related Loan Group remaining
after the allocation of such Realized Losses to the related class of ratio-strip
principal only certificates, if any, and (b) the remainder of the Pool
Distribution Amount for the related Loan Group or after reduction thereof by the
distributions to be made on such Distribution Date (i) to the related class of
ratio-strip principal only certificates, if any, (ii) to the related class of
ratio-strip interest only certificates, if any, and (iii) in respect of interest
on the related Uncertificated Lower-Tier Regular Interests, or, if both of such
goals cannot be accomplished within such requirement, such adjustment as is
necessary shall be made to accomplish goal 1 within such requirement. In the
event of any conflict among the provisions of the definition of Uncertificated
Lower-Tier Regular Interest Y Principal Reduction Amounts, such conflict shall
be resolved on the basis of the goals and their priorities set forth above
within the requirement set forth in the preceding sentence. If the formula
allocation of (DELTA)Y42 among (DELTA)Yk, (DELTA)Yl, (DELTA)Ym and (DELTA)Yn
cannot be achieved because one or more of (DELTA)Yk, (DELTA)Yl, (DELTA)Ym and
(DELTA)Yn, as so defined, is greater than the related one of (DELTA)Pk,
(DELTA)Pl, (DELTA)Pm and (DELTA)Pn, such an allocation shall be made as close as
possible to the formula allocation within the requirement that (DELTA)Yk <
(DELTA)Pk, (DELTA)Yl < (DELTA)Pl, (DELTA)Ym < (DELTA)Pm and (DELTA)Yn <
(DELTA)Pn.
NOTES:
1. Uncertificated Lower-Tier Regular Interests Y-AA and Z-AA are related to Loan
Group AA. The sum of the Uncertificated Principal Balances of Uncertificated
Lower-Tier Regular Interests Y-AA and Z-AA is equal to the aggregate stated
principal balance of the Mortgage Loans in Loan Group AA. Uncertificated
20
Lower-Tier Regular Interests Y-BB and Z-BB are related to Loan Group BB. The sum
of the Uncertificated Principal Balances of Uncertificated Lower-Tier Regular
Interests Y-BB and Z-BB is equal to the aggregate stated principal balance of
the Mortgage Loans in Loan Group BB. Uncertificated Lower-Tier Regular Interests
Y-CC and Z-CC are related to Loan Group CC. The sum of the Uncertificated
Principal Balances of Uncertificated Lower-Tier Regular Interests Y-CC and Z-C
is equal to the aggregate stated principal balance of the Mortgage Loans in Loan
Group CC. Uncertificated Lower-Tier Regular Interests Y-DD and Z-DD are related
to Loan Group DD. The sum of the Uncertificated Principal Balances of
Uncertificated Lower-Tier Regular Interests Y-DD and Z-D is equal to the
aggregate stated principal balance of the Mortgage Loans in Loan Group DD. The
Uncertificated Lower-Tier Regular Interests will be principal and interest
classes bearing interest at the pass-through rate for the related Loan Group.
2. The Class B pass-through rate is the weighted average of the pass-through
rates on the Uncertificated Lower-Tier Y Regular Interests.
21
EXHIBIT A-1
FORM OF CLASS A 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").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCATED HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY
INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Certificate No. _____ Adjustable Pass-Through Rate
Class _____-A-_____ Senior
Date of Pooling and Servicing Agreement: Initial Class Certificate Balance
November 22, 2005 of this Certificate as of the
Cut-off Date:
$___________________
Cut-off Date:
November 1, 2005
First Distribution Date: Initial Certificate Balance of this
December 20, 2005 Certificate as of the Cut-off Date:
$___________________
Master Servicer: CUSIP: 92977Y_____
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
September 20, 2035
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2005-B TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2005-B
evidencing a percentage interest in the distributions allocable to the
Class _____-A-_____ Certificates with respect to a Trust Fund
consisting primarily of a pool of adjustable interest rate mortgage
loans secured by first liens on one-to-four family residential
properties and sold by WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Wachovia
Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental entity or by WMLT,
the Master Servicer, the Servicers, the Certificate Administrator or the Trustee
or any of their affiliates or any other person. None of WMLT, the Master
Servicer, the Servicers, the Certificate Administrator or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank,
National Association ("WBNA") to WMLT. Xxxxx Fargo Bank, National Association
("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement
referred to below). National City Mortgage Co. and SunTrust Mortgage, Inc. will
act as servicers of the Mortgage Loans (the "Servicers," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the November
22, 2005 specified above (the "Agreement"), among WMLT, as depositor, Xxxxx
Fargo, as master servicer and certificate administrator, National City Mortgage
Co. and SunTrust Mortgage, Inc., each as servicers, and U.S. Bank National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the one-month
period ending on the last day of the month preceding the month in which such
Distribution Date (as hereinafter defined) occurs on the Certificate Balance
hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Certificate Administrator will distribute on the 20th day of each
month, or, if such 20th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the first Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the related Record Date, an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Class Certificate Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the
Certificate Administrator by wire transfer to the account at a bank or other
depository institution having appropriate wire transfer facilities specified in
writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the
Certificate Administrator, by check mailed to such Certificateholder entitled to
receive a distribution on
such Distribution Date at the address appearing in the Certificate Register,
by wire transfer, or by such other means of payment as such Certificateholder
and the Certificate Administrator shall agree upon. Notwithstanding the above,
the final distribution on this Certificate will be made after due notice by the
party named in the Agreement or the Certificate Administrator, as described in
the Agreement, of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Certificate Administrator for that purpose and designated in such notice. The
initial Certificate Balance of this Certificate is set forth above. The
Certificate Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocated hereto.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Certificate Administrator nor the Trustee is 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 hereby, and the rights,
duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Servicers, the
Certificate Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer, the Servicers, the Certificate Administrator and the Trustee,
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby. 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 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Certificate Administrator
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more
new Certificates evidencing the same Class and in the same aggregate Percentage
Interest, as requested by the Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Certificate Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Servicers, the Trustee, the
Master Servicer, the Certificate Administrator, the Certificate Registrar and
any agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all REO Property or (ii) the optional repurchase by
the party named in the Agreement of all the Mortgage Loans and other assets of
the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only if the Pool Stated Principal Balance of the Mortgage
Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 22, 2005 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class _____-A-_____ Certificates referred
to in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:________________________________
Authorized Signatory
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) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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:
Signature by or on behalf of assignor
Signature Guaranteed
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 1-A-R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-U.S.
PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
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 MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), AND/OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), OR BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE
PROPOSED TRANSFEREE PROVIDES THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR WITH
A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING SUCH
PRIVATELY OFFERED CERTIFICATE DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, OR
WITH THE "PLAN ASSETS" OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE
SERVICERS AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES,
OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN
INSTRUMENTALITY WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO
TAX AND EXCEPT FOR XXXXXXX MAC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT
SELECTED BY SUCH GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C)
ANY ORGANIZATION (OTHER THAN CERTAIN FARMERS' COOPERATIVES 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 (INCLUDING THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS
TAXABLE INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN
SECTION 1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER
SECTION 775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES
(A), (B), (C), (D) OR (E) BEING HEREIN REFERRED TO AS
A "DISQUALIFIED ORGANIZATION"), OR (F) AN AGENT OF A DISQUALIFIED ORGANIZATION,
(2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX
AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS CERTIFICATE.
Certificate No. ____ Adjustable Pass-Through Rate
Class 1-A-R Senior
Date of Pooling and Servicing Agreement: Initial Class Certificate Balance
November 22, 2005 of this Certificate as of the
Cut-off Date:
$100.00
Cut-off Date:
November 1, 2005
First Distribution Date: Initial Certificate Balance of this
December 20, 2005 Certificate as of the Cut-off Date:
$____________________
Master Servicer: CUSIP: 92977Y_____
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
September 20, 2035
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2005-B TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2005-B
evidencing a percentage interest in the distributions allocable to the
Class 1-A-R Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable interest rate mortgage loans secured
by first liens on one-to-four family residential properties and sold by
WACHOVIA MORTGAGE LOAN TRUST, LLC
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Wachovia
Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage
Loans are guaranteed or insured by any governmental entity or by WMLT, the
Master Servicer, the Servicers, the Certificate Administrator or the Trustee or
any of their affiliates or any other person. None of WMLT, the Servicers, the
Master Servicer, the Certificate Administrator or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that Hare & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank,
National Association ("WBNA") to WMLT. Xxxxx Fargo Bank, National Association
("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement
referred to below). National City Mortgage Co. and SunTrust Mortgage, Inc. will
act as servicers of the Mortgage Loans (the "Servicers," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the November
22, 2005 specified above (the "Agreement"), among WMLT, as depositor, Xxxxx
Fargo, as master servicer and certificate administrator, National City Mortgage
Co. and SunTrust Mortgage, Inc., each as servicers, and U.S. Bank National
Association, as trustee (the "Trustee"), a summary of certain of the pertinent
provisions of which is set forth hereafter. To the extent not defined herein,
capitalized terms used herein shall have the meaning ascribed to them 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 its acceptance hereof assents and by which such
Holder is bound.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any ownership interest in this Certificate must be a
U.S. Person and a Permitted Transferee, (ii) the transfer of any ownership
interest in this Certificate will be conditioned upon the delivery to the
Certificate Administrator of, among other things, an affidavit to the effect
that it is a U.S. Person and Permitted Transferee, (iii) 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, and (iv) if any person other than a U.S. Person and a
Permitted Transferee acquires any ownership interest in this Certificate in
violation of such restrictions, then the Seller will have the right, in its sole
discretion and without notice to the Holder of this Certificate, to sell this
Certificate to a purchaser selected by the Seller, which purchaser may be the
Seller, or any affiliate of the Seller, on such terms and conditions as the
Seller may choose.
The Certificate Administrator will distribute on the 20th day
of each month, or, if such 20th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Record Date, an amount equal to
the product of the Percentage Interest evidenced by this Certificate and the
amounts required to be distributed to the Holders of Certificates of the same
Class as this Certificate. The
Assumed Final Distribution Date is the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan.
Distributions on this Certificate will be made by the
Certificate Administrator by wire transfer to the account at a bank or other
depository institution having appropriate wire transfer facilities specified in
writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the
Certificate Administrator, by check mailed to such Certificateholder entitled to
receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or by such other means of payment as
such Certificateholder and the Certificate Administrator shall agree upon.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the party named in the Agreement or the Certificate
Administrator, as described in the Agreement, of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Certificate Administrator for that purpose and
designated in such notice.
No transfer of this Class 1-A-R Certificate will be made
unless the Trustee and the Certificate Administrator have received a
representation letter stating that the transferee is not acquiring directly or
indirectly by, or on behalf of, an employee benefit plan or other retirement
arrangement that is subject to Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and/or Section 4975 of the Code (a
"Plan"), or by a person using "plan assets" of a Plan.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Certificate Administrator nor the Trustee is 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 hereby, and the rights,
duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Servicers, the
Certificate Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer, the Servicers, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby. 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 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Certificate Administrator
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Certificate Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Servicers, the Trustee, the
Master Servicer, the Certificate Administrator, the Certificate Registrar and
any agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all REO Property or (ii) the optional repurchase by
the party named in the Agreement of all the Mortgage Loans and other assets of
the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only if the Pool Stated Principal Balance of the Mortgage
Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 22, 2005 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class 1-A-R Certificates referred to in the
within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
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) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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:
Signature by or on behalf of assignor
Signature Guaranteed
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 B
FORM OF CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A [CLASS B-1][CLASS B-2] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS
DEFINED BELOW).
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").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS
DESCRIBED IN THE AGREEMENT. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE
CERTIFICATES, THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM
THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN
ITS CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE SELLER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EACH BENEFICIAL OWNER OF A CLASS B-1 CERTIFICATE OR ANY
INTEREST THEREIN SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS
ACQUISITION OR HOLDING OF THAT CERTIFICATE OR INTEREST THEREIN, THAT EITHER (I)
IT IS NOT ACQUIRING SUCH CERTIFICATE WITH "PLAN ASSETS" OF A PLAN, (II) IT HAS
ACQUIRED AND IS HOLDING SUCH CERTIFICATE IN RELIANCE ON PROHIBITED TRANSACTION
CLASS EXEMPTION 2002-41 (THE "EXEMPTION"), AND THAT (1) IT UNDERSTANDS THAT
THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THE EXEMPTION, INCLUDING
THAT SUCH CERTIFICATE IS RATED AT LEAST "BBB-" OR ITS EQUIVALENT BY FITCH, S&P
OR XXXXX'X AT THE TIME OF PURCHASE AND (2) IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A)(1) OF REGULATION D OF THE SECURITIES ACT OF 1933, AS
AMENDED OR (III) (1) IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED
TO ACQUIRE OR HOLD THE CERTIFICATE OR INTEREST THEREIN IS AN "INSURANCE COMPANY
GENERAL ACCOUNT," AS SUCH TERM IS DEFINED IN PROHIBITED CLASS EXEMPTION ("PTCE")
95-60, AND (3) THE CONDITIONS IN SECTIONS I AND II OF PTCE 95-60 HAVE BEEN
SATISFIED.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[1][2][3] Subordinate
Date of Pooling and Servicing Agreement: Initial Class Certificate Balance
November 22, 2005 of this Certificate as of the
Cut-off Date:
$____________________
Cut-off Date:
November 1, 2005
First Distribution Date: Initial Certificate Balance of this
December 20, 2005 Certificate as of the Cut-off Date:
$____________________
Master Servicer:
Xxxxx Fargo Bank, National Association CUSIP: 92977Y_____
Assumed Final Distribution Date:
September 20, 2035
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2005-B TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2005-B
evidencing a percentage interest in the distributions allocable to the
Class B-[1][2][3] Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable interest rate mortgage loans secured
by first liens on one-to-four family residential properties and sold by
WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Wachovia
Mortgage Loan Trust, LLC ("WMLT"), the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee referred to below or any of their
affiliates or any other person. Neither this Certificate nor the underlying
Mortgage
Loans are guaranteed or insured by any governmental entity or by WMLT, the
Master Servicer, the Servicers, the Certificate Administrator or the Trustee or
any of their affiliates or any other person. None of WMLT, the Master Servicer,
the Servicers, the Certificate Administrator or any of their affiliates will
have any obligation with respect to any certificate or other obligation secured
by or payable from payments on the Certificates.
This certifies that Cede & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank,
National Association ("WBNA") to WMLT. Xxxxx Fargo Bank, National Association
("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement
referred to below). National City Mortgage Co. and SunTrust Mortgage, Inc. will
act as servicers of the Mortgage Loans (the "Servicers," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the November
22, 2005 specified above (the "Agreement"), among WMLT, as depositor (the
"Seller"), Xxxxx Fargo, as master servicer and certificate administrator,
National City Mortgage Co. and SunTrust Mortgage, Inc., each as servicers, and
U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.
Interest on this Certificate will accrue during the one-month
period ending on the last day of the month preceding the month in which such
Distribution Date (as hereinafter defined) occurs on the Certificate Balance
hereof at a per annum rate equal to the Pass-Through Rate set forth in the
Agreement. The Certificate Administrator will distribute on the 20th day of each
month, or, if such 20th day is not a Business Day, the immediately following
Business Day (each, a "Distribution Date"), commencing on the first Distribution
Date specified above, to the Person in whose name this Certificate is registered
at the close of business on the related Record Date, an amount equal to the
product of the Percentage Interest evidenced by this Certificate and the amount
(of interest and principal, if any) required to be distributed to the Holders of
Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Class Certificate Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the
Certificate Administrator by wire transfer to the account at a bank or other
depository institution having appropriate wire transfer facilities specified in
writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the
Certificate Administrator, by check mailed to such Certificateholder entitled to
receive a distribution on
such Distribution Date at the address appearing in the Certificate Register, by
wire transfer, or by such other means of payment as such Certificateholder and
the Certificate Administrator shall agree upon. Notwithstanding the above, the
final distribution on this Certificate will be made after due notice by the
party named in the Agreement or the Certificate Administrator, as described in
the Agreement, of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the office or agency appointed by the
Certificate Administrator for that purpose and designated in such notice. The
initial Certificate Balance of this Certificate is set forth above. The
Certificate Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocated hereto.
Each beneficial owner of a Class B-[1][2][3] Certificate or
any interest therein shall be deemed to have represented, by virtue of its
acquisition or holding of that Certificate or interest therein, that either (i)
it is not acquiring such Certificate with "plan assets" of a Plan, (ii) it has
acquired and is holding such Certificate in reliance on Prohibited Transaction
Class Exemption 2002-41 (the "Exemption"), and that (1) it understands that
there are certain conditions to the availability of the Exemption, including
that such Certificate is rated at least "BBB-" or its equivalent by Fitch, S&P
or Xxxxx'x at the time of purchase and (2) it is an "accredited investor" as
defined in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as
amended or (iii) (1) it is an insurance company, (2) the source of funds used to
acquire or hold the Certificate or interest therein is an "insurance company
general account," as such term is defined in Prohibited Class Exemption ("PTCE")
95-60, and (3) the conditions in Sections I and II of PTCE 95-60 have been
satisfied.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Certificate Administrator nor the Trustee is 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 hereby, and the rights,
duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Servicers, the
Certificate Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer, the Servicers, the Certificate Administrator and the Trustee,
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby. 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 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Certificate Administrator
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Certificate Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Servicers, the Trustee, the
Master Servicer, the Certificate Administrator, the Certificate Registrar and
any agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all REO Property or (ii) the optional repurchase by
the party named in the Agreement of all the Mortgage Loans and other assets of
the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only if the Pool Stated Principal Balance of the Mortgage
Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 22, 2005 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[1][2][3] Certificates referred to
in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
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) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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:
Signature by or on behalf of assignor
Signature Guaranteed
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 C
FORM OF CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A, CLASS B-1, CLASS B-2 AND CLASS B-3 [CLASS B-4] [CLASS B-5] CERTIFICATES
AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
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 (THE "CODE").
THE CERTIFICATE BALANCE OF THIS CERTIFICATE WILL BE DECREASED
BY THE PRINCIPAL PAYMENTS HEREON AND ANY REALIZED LOSSES ALLOCATED HERETO.
ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CERTIFICATES, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE WILL BE DIFFERENT FROM THE DENOMINATION SHOWN BELOW.
ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CERTIFICATE BALANCE BY
INQUIRY OF THE CERTIFICATE ADMINISTRATOR NAMED HEREIN.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES
THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED
ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, SUBJECT TO (A) THE RECEIPT BY THE CERTIFICATE ADMINISTRATOR OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE AGREEMENT AND (B) THE RECEIPT
BY THE CERTIFICATE ADMINISTRATOR OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE
CERTIFICATE ADMINISTRATOR THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS OR IN EACH CASE IN
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND ANY
OTHER APPLICABLE JURISDICTION.
THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON
BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS
SUBJECT TO TITLE I OF THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), AND/OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
BY A PERSON USING "PLAN ASSETS" OF A PLAN, UNLESS THE PROPOSED TRANSFEREE
PROVIDES THE TRUSTEE AND CERTIFICATE ADMINISTRATOR WITH A REPRESENTATION LETTER
TO THE EFFECT THAT SUCH TRANSFEREE IS NOT ACQUIRING SUCH PRIVATELY OFFERED
CERTIFICATE DIRECTLY OR INDIRECTLY FOR, OR ON BEHALF OF, OR WITH THE "PLAN
ASSETS" OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS
SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE.
Certificate No. _____ Adjustable Pass-Through Rate
Class B-[4][5][6] Subordinate
Date of Pooling and Servicing Agreement:
November 22, 2005 Initial Class Certificate Balance
of this Certificate as of the
Cut-off Date:
Cutt-off Date: $____________________
November 1, 2005
First Distribution Date: Initial Certificate Balance of this
December 20, 2005 Certificate as of the Cut-off Date:
$____________________
Master Servicer: CUSIP: 92977Y_____
Xxxxx Fargo Bank, National Association
Assumed Final Distribution Date:
September 20, 2035
WACHOVIA MORTGAGE LOAN TRUST, LLC SERIES 2005-B TRUST
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 2005-B
evidencing a percentage interest in the distributions allocable to the
Class B-[4][5][6] Certificates with respect to a Trust Fund consisting
primarily of a pool of adjustable interest rate mortgage loans secured
by first liens on one-to-four family residential properties and sold by
WACHOVIA MORTGAGE LOAN TRUST, LLC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Wachovia
Mortgage Loan Trust, LLC ("WMLT"), the
Master Servicer, the Servicers, the Certificate Administrator or the Trustee
referred to below or any of their affiliates or any other person. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental entity or by WMLT, the Master Servicer, the Servicers, the
Certificate Administrator or the Trustee or any of their affiliates or any other
person. None of WMLT, the Master Servicer, the Servicers, the Certificate
Administrator or any of their affiliates will have any obligation with respect
to any certificate or other obligation secured by or payable from payments on
the Certificates.
This certifies that Hare & Co. is the registered owner of the
Percentage Interest evidenced hereby in the beneficial ownership interest of
Certificates of the same Class as this Certificate in a trust (the "Trust Fund")
primarily consisting of conventional adjustable rate mortgage loans secured by
first liens on one- to four- family residential properties (collectively, the
"Mortgage Loans") sold by WMLT. The Mortgage Loans were sold by Wachovia Bank,
National Association ("WBNA") to WMLT. Xxxxx Fargo Bank, National Association
("Xxxxx Fargo") will act as master servicer of the Mortgage Loans (the "Master
Servicer," which term includes any successors thereto under the Agreement
referred to below) and certificate administrator (the "Certificate
Administrator," which term includes any successors thereto under the Agreement
referred to below). National City Mortgage Co. and SunTrust Mortgage, Inc. will
act as servicers of the Mortgage Loans (the "Servicers," which term includes any
successors thereto under the Agreement referred to below). The Trust Fund was
created pursuant to the Pooling and Servicing Agreement dated as of the November
22, 2005 specified above (the "Agreement"), among WMLT, as depositor (the
"Seller"), Xxxxx Fargo, as master servicer and certificate administrator,
National City Mortgage Co. and SunTrust Mortgage, Inc., each as servicers, and
U.S. Bank National Association, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, capitalized terms used herein shall have the meaning ascribed to
them 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 its acceptance hereof assents and by which such
Holder is bound.
The Certificate Administrator will distribute on the 20th day
of each month, or, if such 20th day is not a Business Day, the immediately
following Business Day (each, a "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the Record Date, an amount equal to
the product of the Percentage Interest evidenced by this Certificate and the
amount (of interest and principal, if any) required to be distributed to the
Holders of Certificates of the same Class as this Certificate. The Assumed Final
Distribution Date is the Distribution Date immediately following the latest
scheduled maturity date of any Mortgage Loan and is not likely to be the date on
which the Class Certificate Balance of this Class of Certificates will be
reduced to zero.
Distributions on this Certificate will be made by the
Certificate Administrator by wire transfer to the account at a bank or other
depository institution having appropriate wire transfer facilities specified in
writing by such Certificateholder to the Certificate Administrator or, if no
such prior written wire transfer instruction has been provided to the
Certificate Administrator, by check mailed to such Certificateholder entitled to
receive a distribution on such Distribution Date at the address appearing in the
Certificate Register, by wire transfer, or
by such other means of payment as such Certificateholder and the Certificate
Administrator shall agree upon. Notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the party
named in the Agreement or the Certificate Administrator, as described in the
Agreement, of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency appointed by the
Certificate Administrator for that purpose and designated in such notice. The
initial Certificate Balance of this Certificate is set forth above. The
Certificate Balance hereof will be reduced to the extent of distributions
allocable to principal hereon and any Realized Losses allocated hereto.
No transfer of this Certificate shall be made unless the
transfer is made pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and an effective
registration or qualification under applicable state securities laws, or is made
in a transaction that does not require such registration or qualification. In
the event that such a transfer of this Certificate is to be made without
registration or qualification, the Trustee shall require receipt of (i) written
certifications from the Holder of the Certificate desiring to effect the
transfer, and from such Holder's prospective transferee, substantially in the
forms attached to the Agreement and (ii) if requested by the Certificate
Administrator, an Opinion of Counsel satisfactory to it that such transfer may
be made without such registration or qualification (which Opinion of Counsel
shall not be an expense of the Trust Fund or of the Depositor, the Trustee, the
Certificate Administrator or the Servicers in their respective capacities as
such), together with copies of the written certification(s) of the Holder of the
Certificate desiring to effect the transfer and/or such Holder's prospective
transferee upon which such Opinion of Counsel is based. None of the Depositor,
the Certificate Administrator or the Trustee is obligated to register or qualify
the Class of Certificates specified on the face hereof under the 1933 Act or any
other securities law or to take any action not otherwise required under the
Agreement to permit the transfer of such Certificates without registration or
qualification. Any Holder desiring to effect a transfer of this Certificate
shall be required to indemnify the Trustee, the Certificate Administrator, the
Seller, the Seller and the Servicers 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 Class B-[4][5][6] Certificate will be made
unless the Trustee and the Certificate Administrator have received either (i)
opinion of counsel for the benefit of the Trustee, Servicers and the Certificate
Administrator and which they may rely which is satisfactory to the Certificate
Administrator that the purchase of this certificate is permissible under local
law, will not constitute or result in a non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), and Section 4975 of the Internal Revenue Code, as amended (the
"Code") and will not subject the Servicers, the Trustee or the Certificate
Administrator to any obligation or liability in addition to those undertaken in
the Agreement or (ii) a representation letter stating that the transferee is not
acquiring directly or indirectly by, or on behalf of, an employee benefit plan
or other retirement arrangement that is subject to Title I of ERISA, and/or
Section 4975 of the Code (a "Plan"), or by a person using "plan assets" of a
Plan.
This Certificate is one of a duly authorized issue of
Certificates designated as set forth on the face hereof (the "Certificates").
The Certificates, in the aggregate, evidence the entire beneficial ownership
interest in the Trust Fund formed pursuant to the Agreement.
The Certificateholder, by its acceptance of this Certificate,
agrees that it will look solely to the Trust Fund for payment hereunder and that
neither the Certificate Administrator nor the Trustee is 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 hereby, and the rights,
duties and immunities of the Certificate Administrator.
The Agreement permits, with certain exceptions therein
provided, the amendment thereof and the modification of the rights and
obligations of the Depositor, the Master Servicer, the Servicers, the
Certificate Administrator and the Trustee and the rights of the
Certificateholders under the Agreement from time to time by the Depositor, the
Master Servicer, the Servicers, the Certificate Administrator and the Trustee
with the consent of the Holders of Certificates evidencing in the aggregate not
less than 66-2/3% of the Percentage Interests of each Class of Certificates
affected thereby. 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 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 upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Certificate
Administrator for such purposes, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Certificate Administrator
duly executed by the Holder hereof or such Holder's attorney duly authorized in
writing, and thereupon one or more new Certificates in authorized denominations
representing a like aggregate Percentage Interest will be issued to the
designated transferee.
The Certificates are issuable only as registered Certificates
without coupons in the Classes and denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
this Certificate is exchangeable for one or more new Certificates evidencing the
same Class and in the same aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made to the Certificateholders for
any such registration of transfer, but the Certificate Administrator may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith. The Depositor, the Servicers, the Trustee, the
Master Servicer, the Certificate Administrator, the Certificate Registrar and
any agent of any of them may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Servicers, the Trustee, the Master Servicer, the Certificate Administrator, the
Certificate Registrar or any such agent shall be affected by notice to the
contrary.
The obligations created by the Agreement and the Trust Fund
created thereby (other than the obligations to make payments to
Certificateholders with respect to the termination of the Agreement) shall
terminate upon the earlier of (i) the final payment or other liquidation (or any
advance with respect thereto) of the last Mortgage Loan remaining in the Trust
Fund or the disposition of all REO Property or (ii) the optional repurchase by
the party named in the Agreement of all the Mortgage Loans and other assets of
the Trust Fund in accordance with the terms of the Agreement. Such optional
repurchase may be made only if the Pool Stated Principal Balance of the Mortgage
Loans at the time of any such repurchase is less than 5% of the Cut-off Date
Pool Principal Balance. The exercise of such right will effect the early
retirement of the Certificates. In no event, however, will the Trust Fund
created by the Agreement continue beyond the expiration of 21 years after the
death of certain persons identified in the Agreement.
Unless this Certificate has been countersigned by an
authorized signatory of the Trustee by manual signature, this Certificate shall
not be entitled to any benefit under the Agreement, or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.
Dated: November 22, 2005 U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-[4][5][6] Certificates referred to
in the within-mentioned Agreement.
U.S. BANK NATIONAL ASSOCIATION
not in its individual capacity but
solely as Trustee
By:_________________________________
Authorized Signatory
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) a Percentage
Interest evidenced by the within Mortgage Pass-Through Certificate and hereby
authorizes the transfer of registration of such interest to assignee on the
Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar 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:
Signature by or on behalf of assignor
Signature Guaranteed
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 D-1
MORTGAGE LOAN SCHEDULE (LOAN GROUP 1)
WMLT 2005-B
Group 1 Mortgage Loan Schedule
SERVICER ORIGINAL CURRENT
LOANID ID GROUP SERVICER ORIGINATOR BALANCE BALANCE
80013405 29557345 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,218,700.00 1,218,700.00
80013420 33380908 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 864,500.00 864,500.00
80013424 34294421 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 805,000.00 805,000.00
80013430 142947464 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 649,772.87
80013431 142947555 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 984,000.00 983,942.50
80013432 142947597 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 560,000.00 560,000.00
80013434 143207629 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 480,000.00 480,000.00
80013436 143209625 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 612,000.00 611,822.96
80013437 143210318 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 556,000.00 552,347.84
80013438 143211985 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 425,000.00 422,597.41
80013439 143212769 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 440,000.00 439,841.27
80013444 143411858 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 380,000.00 380,000.00
80013445 143413342 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 408,000.00 408,000.00
80013446 143415487 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 938,000.00 938,000.00
80013447 143416576 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 371,000.00 371,000.00
80013448 143419042 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 525,000.00 525,000.00
80013452 143437333 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 390,400.00 390,312.57
80013454 143486819 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 424,000.00 424,000.00
80013456 143518108 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 801,600.00 801,600.00
80013459 143523595 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 370,000.00 370,000.00
80013461 143530723 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 419,500.00 419,500.00
80013468 201603057 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 412,000.00 412,000.00
80013470 201653110 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 688,000.00 688,000.00
80013471 201660495 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 256,000.00 256,000.00
80013472 201661014 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 387,000.00 384,645.31
80013473 201664687 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 780,000.00 780,000.00
80013474 201666211 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 400,000.00 400,000.00
80013475 201682200 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 456,800.00 456,800.00
80013477 201712262 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 466,000.00 465,677.23
80013479 201718939 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 391,550.00 390,887.07
80013481 201722188 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 450,000.00 450,000.00
80013482 201736600 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 650,000.00
80013483 201750114 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 700,000.00 699,978.94
80013484 201754421 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 574,250.00 570,513.64
80013485 201762564 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 640,000.00 639,411.67
80013488 201783727 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 400,000.00 400,000.00
80013489 201794708 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 595,000.00 595,000.00
80013490 201798360 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 479,000.00 479,000.00
80013491 201820537 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 455,000.00 452,603.11
80013492 201822434 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 408,000.00 408,000.00
80013493 201822525 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 993,700.00 993,700.00
80013494 201822962 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 516,000.00 516,000.00
80013495 201826146 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 620,000.00 618,712.12
80013645 3239102 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 479,200.00 227,914.66
80013647 3361642 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 239,272.00 238,976.77
80013648 3380236 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 151,000.00 151,000.00
80013649 3380676 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 528,000.00 527,999.75
80013650 3380718 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 149,400.00 149,400.00
80013651 3380731 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 270,000.00 270,000.00
80013652 3414096 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 123,500.00 123,500.00
80013654 3547974 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 493,970.63
80013655 3583172 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 457,500.00 457,500.00
80013656 3590636 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 590,000.00 588,351.88
80013657 3849430 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 251,100.00 251,100.00
80013658 4004116 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 238,600.00 238,554.02
80013659 4066954 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013660 4070489 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,720.00 300,626.03
80013661 4073571 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 341,700.00 341,700.00
80013662 4138253 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 300,000.00
80013663 4163328 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 351,750.00 351,750.00
80013664 4171318 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 119,150.00 119,100.00
80013666 4177461 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 350,000.00 349,137.55
80013667 4178584 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 240,000.00 240,000.00
80013668 4180297 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 424,000.00 424,000.00
80013669 4188378 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 394,800.00 393,849.26
80013670 4189996 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 268,000.00 268,000.00
80013671 4191365 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 424,000.00 424,000.00
80013672 4196527 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 968,000.00 968,000.00
80013673 4199202 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 443,000.00 443,000.00
80013674 4199265 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 337,600.00 337,600.00
80013675 4203501 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 498,767.90
80013676 4204614 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 200,000.00
80013677 4205219 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 399,200.00 399,200.00
80013678 4209466 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 624,000.00 624,000.00
80013679 4209701 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 490,000.00 488,998.39
80013680 4213129 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 280,000.00 280,000.00
80013681 4213472 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 592,000.00 592,000.00
80013682 4214164 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 585,000.00 585,000.00
80013683 4214276 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 740,200.00 740,200.00
80013684 4215009 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 291,448.29
80013685 4216567 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 510,000.00 510,000.00
80013686 4217471 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 258,000.00 258,000.00
80013687 4218077 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 528,000.00 528,000.00
80013688 4218653 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 287,250.00 287,250.00
80013689 4220443 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 279,135.00 279,135.00
80013690 4225134 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 90,000.00 89,890.16
80013691 4225285 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 361,000.00 361,000.00
80013692 4226358 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 630,000.00 629,999.99
80013693 4227081 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 750,000.00 750,000.00
80013694 4228559 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 480,000.00 480,000.00
80013696 4228644 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 334,760.00 334,759.99
80013697 4231247 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 200,000.00
80013698 4231866 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 165,750.00 165,750.00
80013699 4236827 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 633,206.00 633,206.00
80013700 4237684 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013701 4237768 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 380,000.00 380,000.00
80013702 4238062 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 112,100.00 112,100.00
80013703 4239276 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 383,200.00 383,200.00
80013704 4239318 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 248,000.00 247,999.99
80013705 4245563 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 456,000.00 455,999.99
80013707 4247399 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 328,000.00 328,000.00
80013708 4252612 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 351,920.00 351,918.38
80013709 4253087 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 195,000.00 194,919.56
80013710 4259273 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 200,000.00
80013711 4260284 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 406,000.00 403,973.30
80013712 4261926 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 251,000.00 250,436.22
80013713 4263851 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 504,000.00 504,000.00
80013714 4266208 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 990,500.00 990,500.00
80013715 4269217 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 132,000.00 132,000.00
80013716 4270219 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 366,000.00 366,000.00
80013717 4271438 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 275,000.00 274,900.00
80013718 4271685 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 263,000.00 263,000.00
80013719 4273590 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 399,991.67
80013720 4276678 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 342,750.00 342,725.77
80013721 4276695 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 624,000.00 624,000.00
80013722 4280326 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 345,600.00 345,600.00
80013723 4289362 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013724 4289796 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 96,000.00 96,000.00
80013725 4293293 Group 1 - 3/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 636,000.00 635,857.56
80014040 28504975 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 326,375.00 326,162.56
80014044 30067789 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 250,750.00 250,735.73
80014047 30751218 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 175,500.00 174,206.22
80014051 31621550 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 325,000.00 325,000.00
80014052 31621618 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 282,000.00 282,000.00
80014055 32077836 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 675,000.00 675,000.00
80014057 32160251 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 135,000.00 134,060.72
80014060 32300337 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 115,000.00 115,000.00
80014061 32300360 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 150,000.00 150,000.00
80014062 32300444 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 215,200.00 215,200.00
80014067 33351354 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 320,000.00 320,000.00
80014068 33377011 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 658,000.00 658,000.00
80014070 33547340 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 164,000.00 164,000.00
80014072 33599549 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 116,000.00 115,501.21
80014081 33616228 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 307,000.00 307,000.00
80014083 33619917 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 645,000.00 645,000.00
80014086 33636978 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 204,000.00 203,962.60
80014089 33729591 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 292,320.00 290,806.15
80014090 33757352 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 200,000.00
80014096 34001230 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 231,500.00 231,500.00
80014097 34001339 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 208,500.00 208,500.00
80014100 34165720 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 304,000.00 304,000.00
80014105 34352286 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 186,000.00 186,000.00
80014108 34604900 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 530,200.00 530,200.00
80014110 34696856 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 320,000.00 319,629.29
80014113 34786285 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 169,000.00 169,000.00
80014116 35105980 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 108,232.00 108,232.00
80014117 142949759 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 347,000.00 347,000.00
80014121 143212264 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 336,000.00 335,930.00
80014126 143437614 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 247,500.00 246,408.90
80014127 143439115 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 650,000.00
80014129 143443000 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 194,400.00 193,919.21
80014131 143495737 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 273,500.00 273,417.93
80014135 143556744 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 620,000.00 620,000.00
80014136 143561413 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 417,000.00 416,719.89
80014140 143604635 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 370,000.00 369,334.35
80014141 143606853 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 241,600.00 241,600.00
80014143 143626844 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 318,000.00 317,873.84
80014144 143628634 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 454,000.00 453,872.44
80014146 143740611 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,000.00 179,911.43
80014148 143745362 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 533,500.00 533,500.00
80014149 143745685 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 340,000.00
80014152 143758472 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 650,000.00
80014153 143758852 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 416,250.00 416,250.00
80014155 201529963 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 264,000.00 261,808.73
80014157 201605862 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 320,000.00 320,000.00
80014160 201928025 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 488,000.00 488,000.00
80014162 201941788 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 380,000.00 379,999.98
80014163 201963196 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 606,600.00 606,600.00
80014164 201970431 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 315,000.00 315,000.00
80014167 201999307 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 339,970.00
80014168 201999893 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 356,000.00 355,999.25
80014169 202003463 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 333,750.00 333,750.00
80014170 202010252 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 469,000.00 468,903.54
80014171 202010344 Group 1 - 3/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 548,000.00 548,000.00
FIRST PRINCIPAL PAID
OCCUPANCY PROPERTY ORIGINAL PAID MATURITY AND THRU
LOANID TYPE TYPE OTERM RTERM LTV DATE DATE INTEREST DATE
80013405 Primary Residence PUD-D 360 354 75.000 6/1/2005 5/1/2035 5,204.86 11/1/2005
80013420 Primary Residence Single Family Detached 360 355 70.000 7/1/2005 6/1/2035 3,692.14 11/1/2005
80013424 Primary Residence Condominium 360 355 70.000 7/1/2005 6/1/2035 3,270.31 11/1/2005
80013430 Primary Residence Single Family Detached 360 356 77.770 8/1/2005 7/1/2035 2,843.75 11/1/2005
80013431 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 4,202.30 10/1/2005
80013432 Primary Residence Single Family Detached 360 356 75.170 8/1/2005 7/1/2035 2,625.00 11/1/2005
80013434 Primary Residence Single Family Detached 360 354 75.000 6/1/2005 5/1/2035 2,200.00 11/1/2005
80013436 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,741.25 10/1/2005
80013437 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 3,113.44 11/1/2005
80013438 Primary Residence Single Family Detached 360 355 48.850 7/1/2005 6/1/2035 2,379.88 10/1/2005
80013439 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 8/1/2005 7/1/2035 1,970.83 10/1/2005
80013444 Primary Residence Single Family Detached 360 354 63.970 6/1/2005 5/1/2035 1,662.50 10/1/2005
80013445 Primary Residence Condominium 360 354 80.000 6/1/2005 5/1/2035 1,912.50 11/1/2005
80013446 Primary Residence Single Family Detached 360 355 78.170 7/1/2005 6/1/2035 3,712.92 10/1/2005
80013447 Primary Residence Condominium 360 355 62.880 7/1/2005 6/1/2035 1,700.42 11/1/2005
80013448 Primary Residence Single Family Detached 360 355 70.000 7/1/2005 6/1/2035 2,187.50 10/1/2005
80013452 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,748.67 11/1/2005
80013454 Second Home Condominium Hi-Rise 360 356 80.000 8/1/2005 7/1/2035 1,810.83 11/1/2005
80013456 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 3,340.00 11/1/2005
80013459 Primary Residence Single Family Detached 360 355 66.670 7/1/2005 6/1/2035 1,772.92 11/1/2005
80013461 Primary Residence Condominium 360 356 66.060 8/1/2005 7/1/2035 1,835.31 11/1/2005
80013468 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 6/1/2005 5/1/2035 1,888.33 11/1/2005
80013470 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 2,795.00 10/1/2005
80013471 Second Home Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,120.00 11/1/2005
80013472 Primary Residence Single Family Detached 360 355 77.400 7/1/2005 6/1/2035 1,733.44 11/1/2005
80013473 Primary Residence Single Family Detached 360 354 65.000 6/1/2005 5/1/2035 3,493.75 11/1/2005
80013474 Primary Residence Single Family Detached 360 355 50.630 7/1/2005 6/1/2035 1,666.67 11/1/2005
80013475 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 2,046.08 11/1/2005
80013477 Primary Residence Single Family Detached 360 355 79.660 7/1/2005 6/1/2035 2,038.48 10/1/2005
80013479 Primary Residence Single Family Detached 360 356 79.990 8/1/2005 7/1/2035 1,713.03 10/1/2005
80013481 Primary Residence PUD-D 360 356 50.000 8/1/2005 7/1/2035 1,921.87 10/1/2005
80013482 Primary Residence PUD-D 360 355 76.920 7/1/2005 6/1/2035 2,640.63 11/1/2005
80013483 Primary Residence Single Family Detached 360 355 47.010 7/1/2005 6/1/2035 2,989.58 10/1/2005
80013484 Primary Residence Single Family Detached 360 356 66.390 8/1/2005 7/1/2035 3,215.64 11/1/2005
80013485 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 2,733.05 11/1/2005
80013488 Primary Residence Single Family Detached 360 356 77.970 8/1/2005 7/1/2035 1,750.00 11/1/2005
80013489 Primary Residence Single Family Detached 360 356 76.770 8/1/2005 7/1/2035 2,479.17 10/1/2005
80013490 Primary Residence Single Family Detached 360 355 65.080 7/1/2005 6/1/2035 2,145.52 11/1/2005
80013491 Xxxxxxx Xxxxxxxxx XXX-X 000 000 75.830 8/1/2005 7/1/2035 2,583.44 11/1/2005
80013492 Primary Residence Condominium 360 356 80.000 8/1/2005 7/1/2035 1,785.00 11/1/2005
80013493 Primary Residence Single Family Detached 360 356 70.230 8/1/2005 7/1/2035 4,036.91 11/1/2005
80013494 Primary Residence Single Family Detached 360 356 66.150 8/1/2005 7/1/2035 2,203.75 10/1/2005
80013495 Primary Residence PUD-D 360 356 76.070 8/1/2005 7/1/2035 2,583.33 11/1/2005
80013645 Primary Residence Single Family Detached 360 356 80.000 3/1/2005 2/1/2035 2,046.58 11/1/2005
80013647 Primary Residence Single Family Detached 360 357 87.850 9/1/2005 8/1/2035 1,271.13 11/1/2005
80013648 Primary Residence PUD-D 360 358 60.400 10/1/2005 9/1/2035 644.90 10/1/2005
80013649 Second Home Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,530.00 11/1/2005
80013650 Primary Residence CP 360 358 89.970 10/1/2005 9/1/2035 622.50 10/1/2005
80013651 Primary Residence Single Family Detached 360 358 67.160 10/1/2005 9/1/2035 1,096.88 10/1/2005
80013652 Second Home Single Family Detached 360 357 68.610 6/1/2005 5/1/2035 463.13 11/1/2005
80013654 Primary Residence Single Family Detached 360 357 78.740 5/1/2005 4/1/2035 2,239.58 10/1/2005
80013655 Second Home PUD-D 360 357 79.990 12/1/2005 11/1/2035 2,144.53 11/1/2005
80013656 Primary Residence Single Family Detached 360 357 65.920 7/1/2005 6/1/2035 3,680.84 10/1/2005
80013657 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 1,150.88 11/1/2005
80013658 Primary Residence PUD-D 360 358 79.980 10/1/2005 9/1/2035 919.60 11/1/2005
80013659 Primary Residence Single Family Detached 360 356 72.630 8/1/2005 7/1/2035 2,911.46 11/1/2005
80013660 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,284.33 10/1/2005
80013661 Primary Residence PUD-D 360 358 79.990 10/1/2005 9/1/2035 1,601.72 11/1/2005
80013662 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,406.25 11/1/2005
80013663 Primary Residence PUD-D 360 358 75.000 10/1/2005 9/1/2035 1,648.83 10/1/2005
80013664 Second Home CL 360 358 89.990 10/1/2005 9/1/2035 508.87 11/1/2005
80013666 Primary Residence Single Family Detached 360 358 42.940 10/1/2005 9/1/2035 1,852.23 11/1/2005
80013667 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 1,175.00 11/1/2005
80013668 Primary Residence 2-4 Family 360 358 78.520 10/1/2005 9/1/2035 2,208.33 11/1/2005
80013669 Primary Residence PUD-D 360 358 73.790 10/1/2005 9/1/2035 2,119.38 11/1/2005
80013670 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,200.42 11/1/2005
80013671 Second Home PUD-D 360 358 71.990 10/1/2005 9/1/2035 2,031.67 11/1/2005
80013672 Primary Residence Single Family Detached 360 357 62.450 9/1/2005 8/1/2035 4,235.00 11/1/2005
80013673 Primary Residence Single Family Detached 360 358 88.070 10/1/2005 9/1/2035 2,168.85 11/1/2005
80013674 Primary Residence PUD-D 360 358 68.900 10/1/2005 9/1/2035 1,301.17 11/1/2005
80013675 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,646.05 11/1/2005
80013676 Second Home Single Family Detached 360 358 72.730 10/1/2005 9/1/2035 958.33 11/1/2005
80013677 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,788.08 11/1/2005
80013678 Primary Residence Single Family Detached 360 358 78.000 10/1/2005 9/1/2035 2,990.00 10/1/2005
80013679 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,898.54 10/1/2005
80013680 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,429.17 10/1/2005
80013681 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,466.67 11/1/2005
80013682 Primary Residence Single Family Detached 360 358 74.050 10/1/2005 9/1/2035 2,559.38 11/1/2005
80013683 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 3,315.48 11/1/2005
80013684 Primary Residence Single Family Detached 360 358 40.000 10/1/2005 9/1/2035 1,375.00 1/1/2006
80013685 Primary Residence CL 360 358 75.000 10/1/2005 9/1/2035 2,337.50 11/1/2005
80013686 Primary Residence CL 360 358 70.680 10/1/2005 9/1/2035 940.63 10/1/2005
80013687 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,365.00 11/1/2005
80013688 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 1,226.80 11/1/2005
80013689 Primary Residence PUD-D 360 358 84.590 10/1/2005 9/1/2035 1,250.29 10/1/2005
80013690 Second Home Condominium 360 358 56.250 10/1/2005 9/1/2035 393.75 11/1/2005
80013691 Primary Residence PUD-D 360 358 79.870 10/1/2005 9/1/2035 1,767.40 11/1/2005
80013692 Primary Residence Single Family Detached 360 358 68.110 10/1/2005 9/1/2035 3,018.75 10/1/2005
80013693 Primary Residence Single Family Detached 360 358 69.770 10/1/2005 9/1/2035 3,125.00 11/1/2005
80013694 Primary Residence CP 360 358 80.000 10/1/2005 9/1/2035 2,150.00 11/1/2005
80013696 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,534.32 11/1/2005
80013697 Primary Residence PUD-D 360 358 72.860 10/1/2005 9/1/2035 833.33 10/1/2005
80013698 Second Home PUD-D 360 358 75.000 10/1/2005 9/1/2035 759.69 11/1/2005
80013699 Primary Residence PUD-D 360 358 75.000 10/1/2005 9/1/2035 2,836.24 10/1/2005
80013700 Primary Residence Single Family Detached 360 358 43.670 10/1/2005 9/1/2035 3,114.58 11/1/2005
80013701 Primary Residence Single Family Detached 360 358 76.000 10/1/2005 9/1/2035 1,583.33 12/1/2005
80013702 Primary Residence Single Family Detached 360 358 89.680 10/1/2005 9/1/2035 537.15 11/1/2005
80013703 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 10/1/2005 9/1/2035 1,636.58 11/1/2005
80013704 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 1,188.33 12/1/2005
80013705 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,947.50 10/1/2005
80013707 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,571.67 11/1/2005
80013708 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 10/1/2005 9/1/2035 1,722.94 11/1/2005
80013709 Primary Residence CL 360 358 67.240 10/1/2005 9/1/2035 893.75 11/1/2005
80013710 Primary Residence Single Family Detached 360 358 42.550 10/1/2005 9/1/2035 875.00 11/1/2005
80013711 Primary Residence PUD-D 360 358 68.810 10/1/2005 9/1/2035 1,987.71 11/1/2005
80013712 Primary Residence CL 360 358 78.440 10/1/2005 9/1/2035 1,405.53 11/1/2005
80013713 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,467.50 10/1/2005
80013714 Primary Residence Single Family Detached 360 358 77.690 10/1/2005 9/1/2035 4,849.32 11/1/2005
80013715 Primary Residence PUD-D 360 358 84.620 10/1/2005 9/1/2035 646.25 10/1/2005
80013716 Primary Residence PUD-D 360 358 65.950 10/1/2005 9/1/2035 1,791.88 11/1/2005
80013717 Second Home Single Family Detached 360 358 78.570 10/1/2005 9/1/2035 1,346.35 11/1/2005
80013718 Primary Residence Single Family Detached 360 358 48.700 10/1/2005 9/1/2035 1,205.42 11/1/2005
80013719 Primary Residence Single Family Detached 360 358 58.820 10/1/2005 9/1/2035 1,791.67 10/1/2005
80013720 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 1,535.23 10/1/2005
80013721 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 3,250.00 10/1/2005
80013722 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,872.00 11/1/2005
80013723 Primary Residence Single Family Detached 360 358 74.290 10/1/2005 9/1/2035 2,979.17 10/1/2005
80013724 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 440.00 11/1/2005
80013725 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,848.75 11/1/2005
80014040 Primary Residence Single Family Detached 360 356 68.280 8/1/2005 7/1/2035 1,359.01 11/1/2005
80014044 Primary Residence Single Family Detached 360 357 75.410 9/1/2005 8/1/2035 992.55 11/1/2005
80014047 Primary Residence Single Family Detached 360 354 68.820 6/1/2005 5/1/2035 767.81 12/1/2005
80014051 Primary Residence Single Family Detached 360 354 61.900 6/1/2005 5/1/2035 1,421.88 11/1/2005
80014052 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,145.63 11/1/2005
80014055 Primary Residence Single Family Detached 360 357 42.210 9/1/2005 8/1/2035 3,023.44 11/1/2005
80014057 Primary Residence Single Family Detached 360 354 60.840 6/1/2005 5/1/2035 745.47 11/1/2005
80014060 Second Home PUD-D 360 356 39.790 8/1/2005 7/1/2035 515.10 11/1/2005
80014061 Primary Residence PUD-D 360 356 33.750 8/1/2005 7/1/2035 656.25 11/1/2005
80014062 Investor Property CL 360 355 74.980 7/1/2005 6/1/2035 1,008.75 11/1/2005
80014067 Second Home Single Family Detached 360 357 68.820 9/1/2005 8/1/2035 1,333.33 11/1/2005
80014068 Primary Residence Single Family Detached 360 356 69.260 8/1/2005 7/1/2035 2,741.67 10/1/2005
80014070 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 734.58 11/1/2005
80014072 Primary Residence Single Family Detached 360 354 74.840 6/1/2005 5/1/2035 495.42 11/1/2005
80014081 Primary Residence Single Family Detached 360 355 60.200 7/1/2005 6/1/2035 1,407.09 11/1/2005
80014083 Primary Residence PUD-D 360 356 67.890 8/1/2005 7/1/2035 2,687.50 11/1/2005
80014086 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 935.00 10/1/2005
80014089 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,502.93 10/1/2005
80014090 Primary Residence Single Family Detached 360 355 74.070 7/1/2005 6/1/2035 812.50 10/1/2005
80014096 Second Home Single Family Detached 360 355 72.340 7/1/2005 6/1/2035 1,061.04 11/1/2005
80014097 Investor Property Single Family Detached 360 355 69.500 7/1/2005 6/1/2035 933.91 10/1/2005
80014100 Primary Residence Single Family Detached 360 354 37.480 6/1/2005 5/1/2035 1,393.33 11/1/2005
80014105 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 775.00 11/1/2005
80014108 Primary Residence PUD-D 360 357 67.540 9/1/2005 8/1/2035 2,153.94 11/1/2005
80014110 Second Home CL 360 356 76.190 8/1/2005 7/1/2035 1,400.00 11/1/2005
80014113 Second Home CL 360 357 70.420 9/1/2005 8/1/2035 686.57 10/1/2005
80014116 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 9/1/2005 8/1/2035 484.79 11/1/2005
80014117 Primary Residence Single Family Detached 360 355 69.400 7/1/2005 6/1/2035 1,518.13 11/1/2005
80014121 Second Home PUD-A 360 356 80.000 8/1/2005 7/1/2035 1,400.00 10/1/2005
80014126 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 1,405.28 10/1/2005
80014127 Primary Residence PUD-D 360 357 71.040 9/1/2005 8/1/2035 2,843.75 11/1/2005
80014129 Primary Residence Single Family Detached 360 357 60.000 9/1/2005 8/1/2035 810.00 11/1/2005
80014131 Primary Residence Single Family Detached 360 357 72.930 9/1/2005 8/1/2035 1,282.03 10/1/2005
80014135 Primary Residence Single Family Detached 360 357 45.930 9/1/2005 8/1/2035 2,777.08 10/1/2005
80014136 Primary Residence Single Family Detached 360 357 59.570 9/1/2005 8/1/2035 1,867.81 11/1/2005
80014140 Primary Residence PUD-D 360 356 72.270 8/1/2005 7/1/2035 1,657.29 11/1/2005
80014141 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,006.67 10/1/2005
80014143 Primary Residence Single Family Detached 360 356 28.910 8/1/2005 7/1/2035 1,358.12 11/1/2005
80014144 Primary Residence PUD-D 360 357 60.210 9/1/2005 8/1/2035 1,986.25 10/1/2005
80014146 Xxxxxxx Xxxxxxxxx XXX-X 000 000 67.920 9/1/2005 8/1/2035 768.75 11/1/2005
80014148 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,167.34 11/1/2005
80014149 Primary Residence Single Family Detached 360 357 75.560 9/1/2005 8/1/2035 1,558.33 10/1/2005
80014152 Primary Residence Single Family Detached 360 357 72.220 9/1/2005 8/1/2035 3,114.58 10/1/2005
80014153 Investor Property Single Family Detached 360 357 75.000 9/1/2005 8/1/2035 2,081.25 11/1/2005
80014155 Primary Residence Single Family Detached 360 354 77.370 6/1/2005 5/1/2035 1,498.97 11/1/2005
80014157 Xxxxxxx Xxxxxxxxx XXX-X 000 000 71.110 6/1/2005 5/1/2035 1,633.33 10/1/2005
80014160 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,185.83 11/1/2005
80014162 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,504.17 10/1/2005
80014163 Primary Residence Single Family Detached 360 356 71.790 8/1/2005 7/1/2035 2,464.31 11/1/2005
80014164 Investor Property 2-4 Family 360 357 75.000 9/1/2005 8/1/2035 1,378.13 10/1/2005
80014167 Primary Residence Single Family Detached 360 357 68.000 9/1/2005 8/1/2035 1,487.50 10/1/2005
80014168 Primary Residence Single Family Detached 360 357 64.730 9/1/2005 8/1/2035 1,631.67 10/1/2005
80014169 Investor Property CL 360 357 75.000 9/1/2005 8/1/2035 1,564.45 10/1/2005
80014170 Primary Residence Single Family Detached 360 357 71.820 9/1/2005 8/1/2035 2,051.88 11/1/2005
80014171 Primary Residence Single Family Detached 360 357 71.540 9/1/2005 8/1/2035 2,625.83 10/1/2005
FIRST RATE CURRENT
DOCUMENTATION APPRAISAL FREQUENCY INTEREST INITIAL PERIODIC LIFE GROSS
LOANID PURPOSE TYPE VALUE CHANGE DATE RATE CAP CAP CAP MARGIN
80013405 Purchase Full 1,650,000.00 5/1/2008 5.125 2.000 2.000 6.000 2.250
80013420 Purchase Stated Income/Assets Verified 1,240,000.00 6/1/2008 5.125 2.000 2.000 6.000 2.250
80013424 Purchase Full 1,150,000.00 6/1/2008 4.875 2.000 2.000 6.000 2.250
80013430 Purchase Stated Income/Assets Verified 835,844.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80013431 Purchase Full 1,230,000.00 6/1/2008 5.125 2.000 2.000 6.000 2.250
80013432 Rate/Term Refi Stated Income/Assets Verified 745,000.00 7/1/2008 5.625 2.000 2.000 6.000 2.250
80013434 Cashout Refi Stated Income/Assets Verified 640,000.00 5/1/2008 5.500 2.000 2.000 6.000 2.250
80013436 Purchase Stated Income/Assets Verified 765,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80013437 Cashout Refi Full 695,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80013438 Cashout Refi Full 870,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80013439 Cashout Refi Full 550,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80013444 Rate/Term Refi Stated Income/Assets Verified 594,000.00 5/1/2008 5.250 2.000 2.000 6.000 2.250
80013445 Rate/Term Refi Stated Income/Assets Verified 510,000.00 5/1/2008 5.625 2.000 2.000 6.000 2.250
80013446 Rate/Term Refi Full 1,200,000.00 6/1/2008 4.750 2.000 2.000 6.000 2.250
80013447 Cashout Refi Full 590,000.00 6/1/2008 5.500 2.000 2.000 6.000 2.250
80013448 Rate/Term Refi Stated Income/Assets Verified 750,000.00 6/1/2008 5.000 2.000 2.000 6.000 2.250
80013452 Purchase Full 488,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80013454 Purchase Full 550,000.00 7/1/2008 5.125 2.000 2.000 6.000 2.250
80013456 Purchase Full 1,002,000.00 6/1/2008 5.000 2.000 2.000 6.000 2.250
80013459 Rate/Term Refi Stated Income/Assets Verified 555,000.00 6/1/2008 5.750 2.000 2.000 6.000 2.250
80013461 Rate/Term Refi Full 635,000.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80013468 Purchase Full 515,000.00 5/1/2008 5.500 2.000 2.000 6.000 2.250
80013470 Purchase Full 860,000.00 6/1/2008 4.875 2.000 2.000 6.000 2.250
80013471 Purchase Full 335,000.00 6/1/2008 5.250 2.000 2.000 6.000 2.250
80013472 Rate/Term Refi Full 500,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80013473 Cashout Refi Full 1,200,000.00 5/1/2008 5.375 2.000 2.000 6.000 2.250
80013474 Cashout Refi Full 790,000.00 6/1/2008 5.000 2.000 2.000 6.000 2.250
80013475 Purchase Full 572,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80013477 Purchase Stated Income/Assets Verified 585,000.00 6/1/2008 5.250 2.000 2.000 6.000 2.250
80013479 Purchase Full 500,000.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80013481 Purchase Full 900,000.00 7/1/2008 5.125 2.000 2.000 6.000 2.250
80013482 Purchase Full 849,000.00 6/1/2008 4.875 2.000 2.000 6.000 2.250
80013483 Purchase Full 1,488,888.00 6/1/2008 5.125 2.000 2.000 6.000 2.250
80013484 Rate/Term Refi Stated Income/Assets Verified 865,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80013485 Rate/Term Refi Full 800,000.00 6/1/2008 5.125 2.000 2.000 6.000 2.250
80013488 Cashout Refi Full 513,000.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80013489 Rate/Term Refi Full 775,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80013490 Cashout Refi Full 736,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80013491 Cashout Refi Full 600,000.00 7/1/2008 5.500 2.000 2.000 6.000 2.250
80013492 Rate/Term Refi Full 510,000.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80013493 Rate/Term Refi Full 1,415,000.00 7/1/2008 4.875 2.000 2.000 6.000 2.250
80013494 Cashout Refi Full 780,000.00 7/1/2008 5.125 2.000 2.000 6.000 2.250
80013495 Cashout Refi Full 815,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80013645 Rate/Term Refi Full 599,000.00 2/1/2008 5.125 2.000 2.000 6.000 2.250
80013647 Purchase Full 286,000.00 8/1/2008 6.375 2.000 2.000 6.000 2.250
80013648 Cashout Refi Full 250,000.00 9/1/2008 5.125 3.000 2.000 6.000 2.250
80013649 Purchase Full 665,000.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013650 Purchase Full 166,048.00 9/1/2008 5.000 3.000 2.000 6.000 2.250
80013651 Cashout Refi Full 402,000.00 9/1/2008 4.875 3.000 2.000 6.000 2.250
80013652 Rate/Term Refi Full 180,000.00 5/1/2008 4.500 2.000 2.000 6.000 2.250
80013654 Rate/Term Refi Stated Income/Assets Verified 635,000.00 4/1/2008 5.375 2.000 2.000 6.000 2.250
80013655 Purchase Full 577,000.00 11/1/2008 5.625 2.000 2.000 6.000 2.250
80013656 Rate/Term Refi Full 895,000.00 6/1/2008 6.375 2.000 2.000 6.000 2.250
80013657 Purchase Full 325,000.00 8/1/2008 5.500 2.000 2.000 6.000 2.250
80013658 Purchase Full 300,000.00 9/1/2008 4.625 2.000 2.000 6.000 2.250
80013659 Purchase Stated Income/Assets Verified 895,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80013660 Purchase Full 376,000.00 9/1/2008 5.125 2.000 2.000 6.000 2.250
80013661 Purchase Full 432,000.00 9/1/2008 5.625 2.000 2.000 6.000 2.250
80013662 Cashout Refi Full 375,000.00 7/1/2008 5.625 2.000 2.000 6.000 2.250
80013663 Cashout Refi Full 469,000.00 9/1/2008 5.625 2.000 2.000 6.000 2.250
80013664 Purchase Full 145,000.00 9/1/2008 5.125 3.000 2.000 6.000 2.250
80013666 Cashout Refi Stated Income/Assets Verified 815,000.00 9/1/2008 4.875 2.000 2.000 6.000 2.250
80013667 Rate/Term Refi Full 300,000.00 9/1/2008 5.875 3.000 2.000 6.000 2.250
80013668 Cashout Refi Full 540,000.00 9/1/2008 6.250 3.000 2.000 6.000 2.250
80013669 Rate/Term Refi Full 535,000.00 9/1/2008 5.000 2.000 2.000 6.000 2.250
80013670 Cashout Refi Full 335,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013671 Purchase Full 590,000.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013672 Rate/Term Refi Full 1,550,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.250
80013673 Rate/Term Refi Full 503,000.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013674 Rate/Term Refi Full 490,000.00 9/1/2008 4.625 3.000 2.000 6.000 2.250
80013675 Purchase Full 630,000.00 9/1/2008 4.875 2.000 2.000 6.000 2.250
80013676 Cashout Refi Full 275,000.00 9/1/2008 5.750 3.000 2.000 6.000 2.250
80013677 Purchase Full 500,000.00 8/1/2008 5.375 2.000 2.000 6.000 2.250
80013678 Rate/Term Refi Stated Income/Assets Verified 800,000.00 9/1/2008 5.750 3.000 2.000 6.000 2.250
80013679 Purchase Stated Income/Assets Verified 612,500.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013680 Cashout Refi Stated Income/Assets Verified 350,000.00 9/1/2008 6.125 3.000 2.000 6.000 2.250
80013681 Purchase Full 742,000.00 9/1/2008 5.000 3.000 2.000 6.000 2.250
80013682 Rate/Term Refi Full 790,000.00 9/1/2008 5.250 3.000 2.000 6.000 2.250
80013683 Purchase Full 926,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013684 Rate/Term Refi Stated Income/Assets Verified 750,000.00 9/1/2008 5.500 2.000 2.000 6.000 2.250
80013685 Purchase Full 680,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013686 Cashout Refi Full 365,000.00 9/1/2008 4.375 3.000 2.000 6.000 2.250
80013687 Purchase Stated Income/Assets Verified 660,000.00 9/1/2008 5.375 3.000 2.000 6.000 2.250
80013688 Cashout Refi Stated Income/Assets Verified 383,000.00 9/1/2008 5.125 3.000 2.000 6.000 2.250
80013689 Rate/Term Refi Stated Income/Assets Verified 330,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013690 Purchase Full 160,000.00 9/1/2008 5.250 2.000 2.000 6.000 2.250
80013691 Rate/Term Refi Full 475,000.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013692 Cashout Refi Stated Income/Assets Verified 925,000.00 9/1/2008 5.750 3.000 2.000 6.000 2.250
80013693 Purchase Full 1,170,000.00 9/1/2008 5.000 2.000 2.000 6.000 2.250
80013694 Purchase Full 600,000.00 9/1/2008 5.375 3.000 2.000 6.000 2.250
80013696 Purchase Full 440,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013697 Rate/Term Refi Full 274,500.00 9/1/2008 5.000 2.000 2.000 6.000 2.250
80013698 Purchase Stated Income/Assets Verified 221,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013699 Purchase Stated Income/Assets Verified 847,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013700 Cashout Refi Stated Income/Assets Verified 1,488,500.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013701 Rate/Term Refi Full 500,000.00 9/1/2008 5.000 2.000 2.000 6.000 2.250
80013702 Rate/Term Refi Full 125,000.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013703 Purchase Full 482,000.00 9/1/2008 5.125 3.000 2.000 6.000 2.250
80013704 Purchase Full 313,000.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013705 Purchase Full 570,000.00 9/1/2008 5.125 3.000 2.000 6.000 2.250
80013707 Purchase Stated Income/Assets Verified 415,000.00 9/1/2008 5.750 2.000 2.000 6.000 2.250
80013708 Purchase Full 440,000.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013709 Purchase Full 295,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013710 Cashout Refi Full 470,000.00 9/1/2008 5.250 2.000 2.000 6.000 2.250
80013711 Cashout Refi Full 590,000.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013712 Cashout Refi Full 320,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013713 Rate/Term Refi Full 630,000.00 9/1/2008 5.875 3.000 2.000 6.000 2.250
80013714 Rate/Term Refi Full 1,275,000.00 9/1/2008 5.875 3.000 2.000 6.000 2.250
80013715 Cashout Refi Full 156,000.00 9/1/2008 5.875 3.000 2.000 6.000 2.250
80013716 Cashout Refi Full 555,000.00 9/1/2008 5.875 3.000 2.000 6.000 2.250
80013717 Purchase Full 350,000.00 9/1/2008 5.875 2.000 2.000 6.000 2.250
80013718 Rate/Term Refi Stated Income/Assets Verified 540,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013719 Cashout Refi Stated Income/Assets Verified 680,000.00 9/1/2008 5.375 3.000 2.000 6.000 2.250
80013720 Cashout Refi Stated Income/Assets Verified 457,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80013721 Purchase Full 780,000.00 9/1/2008 6.250 3.000 2.000 6.000 2.250
80013722 Purchase Stated Income/Assets Verified 445,000.00 9/1/2008 6.500 3.000 2.000 6.000 2.250
80013723 Purchase Stated Income/Assets Verified 879,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013724 Purchase Full 128,000.00 9/1/2008 5.500 3.000 2.000 6.000 2.250
80013725 Purchase Full 800,000.00 9/1/2008 5.375 2.000 2.000 6.000 2.250
80014040 Purchase Full 478,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014044 Rate/Term Refi Full 332,500.00 8/1/2008 4.750 2.000 2.000 6.000 2.250
80014047 Rate/Term Refi Full 255,000.00 5/1/2008 5.250 2.000 2.000 6.000 2.250
80014051 Purchase Full 525,000.00 5/1/2008 5.250 2.000 2.000 6.000 2.250
80014052 Purchase Full 360,000.00 5/1/2008 4.875 2.000 2.000 6.000 2.250
80014055 Purchase Full 1,620,000.00 8/1/2008 5.375 2.000 2.000 6.000 2.250
80014057 Purchase Full 222,000.00 5/1/2008 5.250 2.000 2.000 6.000 2.250
80014060 Purchase Full 289,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80014061 Purchase Full 444,500.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80014062 Purchase Full 287,000.00 6/1/2008 5.625 2.000 2.000 6.000 2.625
80014067 Purchase Full 465,000.00 8/1/2008 5.000 2.000 2.000 6.000 2.250
80014068 Rate/Term Refi Full 950,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014070 Purchase Full 205,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80014072 Rate/Term Refi Full 155,000.00 5/1/2008 5.125 2.000 2.000 6.000 2.250
80014081 Rate/Term Refi Full 510,000.00 6/1/2008 5.500 2.000 2.000 6.000 2.250
80014083 Rate/Term Refi Full 950,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014086 Purchase Full 260,000.00 6/1/2008 5.500 2.000 2.000 6.000 2.250
80014089 Purchase Full 375,000.00 7/1/2008 4.625 2.000 2.000 6.000 2.250
80014090 Cashout Refi Stated Income/Assets Verified 270,000.00 6/1/2008 4.875 2.000 2.000 6.000 2.250
80014096 Rate/Term Refi Full 320,000.00 6/1/2008 5.500 2.000 2.000 6.000 2.250
80014097 Rate/Term Refi Full 300,000.00 6/1/2008 5.375 2.000 2.000 6.000 2.250
80014100 Cashout Refi Full 811,000.00 5/1/2008 5.500 2.000 2.000 6.000 2.250
80014105 Purchase Full 232,500.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014108 Cashout Refi Full 785,000.00 8/1/2008 4.875 2.000 2.000 6.000 2.250
80014110 Purchase Full 420,000.00 7/1/2008 5.250 2.000 2.000 6.000 2.250
80014113 Rate/Term Refi Full 240,000.00 8/1/2008 4.875 2.000 2.000 6.000 2.250
80014116 Purchase Full 136,000.00 8/1/2008 5.375 2.000 2.000 6.000 2.250
80014117 Cashout Refi Full 500,000.00 6/1/2008 5.250 2.000 2.000 6.000 2.250
80014121 Purchase Full 420,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014126 Cashout Refi Stated Income/Assets Verified 330,000.00 7/1/2008 5.500 2.000 2.000 6.000 2.250
80014127 Purchase Stated Income/Assets Verified 915,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.250
80014129 Cashout Refi Full 324,000.00 8/1/2008 5.000 2.000 2.000 6.000 2.250
80014131 Cashout Refi Full 375,000.00 8/1/2008 5.625 2.000 2.000 6.000 2.250
80014135 Cashout Refi Stated Income/Assets Verified 1,350,000.00 8/1/2008 5.375 2.000 2.000 6.000 2.250
80014136 Cashout Refi Stated Income/Assets Verified 700,000.00 8/1/2008 5.375 2.000 2.000 6.000 2.250
80014140 Cashout Refi Stated Income/Assets Verified 512,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80014141 Cashout Refi Full 302,000.00 7/1/2008 5.000 2.000 2.000 6.000 2.250
80014143 Rate/Term Refi Full 1,100,000.00 7/1/2008 5.125 2.000 2.000 6.000 2.250
80014144 Purchase Full 755,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.250
80014146 Cashout Refi Full 265,000.00 8/1/2008 5.125 2.000 2.000 6.000 2.250
80014148 Purchase Full 667,000.00 8/1/2008 4.875 2.000 2.000 6.000 2.250
80014149 Cashout Refi Full 450,000.00 8/1/2008 5.500 2.000 2.000 6.000 2.250
80014152 Purchase Stated Income/Assets Verified 900,000.00 8/1/2008 5.750 2.000 2.000 6.000 2.250
80014153 Purchase Full 555,000.00 8/1/2008 6.000 2.000 2.000 6.000 2.625
80014155 Cashout Refi Full 341,200.00 5/1/2008 5.500 2.000 2.000 6.000 2.250
80014157 Cashout Refi Stated Income/Assets Verified 450,000.00 5/1/2008 6.125 2.000 2.000 6.000 2.250
80014160 Purchase Full 612,000.00 7/1/2008 5.375 2.000 2.000 6.000 2.250
80014162 Purchase Full 495,000.00 8/1/2008 4.750 2.000 2.000 6.000 2.250
80014163 Rate/Term Refi Full 845,000.00 7/1/2008 4.875 2.000 2.000 6.000 2.250
80014164 Purchase Full 428,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.625
80014167 Cashout Refi Full 500,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.250
80014168 Cashout Refi Full 550,000.00 8/1/2008 5.500 2.000 2.000 6.000 2.250
80014169 Purchase Full 445,000.00 8/1/2008 5.625 2.000 2.000 6.000 2.625
80014170 Rate/Term Refi Full 653,000.00 8/1/2008 5.250 2.000 2.000 6.000 2.250
80014171 Cashout Refi Stated Income/Assets Verified 766,000.00 8/1/2008 5.750 2.000 2.000 6.000 2.250
DATE
OF ORIGINAL
LOANID ORIGINATION FICO
80013405 4/15/2005 783
80013420 5/9/2005 740
80013424 5/20/2005 784
80013430 6/1/2005 755
80013431 5/27/2005 718
80013432 6/2/2005 735
80013434 4/26/2005 724
80013436 6/1/2005 758
80013437 5/12/2005 757
80013438 5/24/2005 719
80013439 6/9/2005 754
80013444 4/20/2005 703
80013445 4/22/2005 777
80013446 5/17/2005 741
80013447 5/15/2005 762
80013448 5/17/2005 778
80013452 6/8/2005 721
80013454 6/17/2005 793
80013456 5/12/2005 699
80013459 5/23/2005 759
80013461 6/15/2005 802
80013468 4/18/2005 762
80013470 5/1/2005 802
80013471 5/4/2005 761
80013472 5/6/2005 808
80013473 4/28/2005 756
80013474 5/9/2005 737
80013475 5/1/2005 747
80013477 5/14/2005 758
80013479 6/1/2005 742
80013481 6/3/2005 766
80013482 5/16/2005 788
80013483 5/20/2005 740
80013484 6/3/2005 725
80013485 5/25/2005 748
80013488 6/8/2005 791
80013489 6/10/2005 730
80013490 5/24/2005 752
80013491 6/8/2005 645
80013492 6/17/2005 719
80013493 6/8/2005 766
80013494 6/2/2005 805
80013495 6/8/2005 713
80013645 5/21/2005 766
80013647 9/17/2004 754
80013648 8/17/2005 696
80013649 8/12/2005 783
80013650 8/17/2005 790
80013651 8/17/2005 808
80013652 12/29/2004 776
80013654 11/18/2004 687
80013655 10/20/2004 767
80013656 9/21/2005 726
80013657 3/11/2005 706
80013658 8/15/2005 805
80013659 6/9/2005 687
80013660 8/12/2005 696
80013661 8/9/2005 667
80013662 6/13/2005 681
80013663 8/12/2005 677
80013664 8/9/2005 767
80013666 8/8/2005 779
80013667 8/16/2005 695
80013668 8/5/2005 649
80013669 8/1/2005 762
80013670 8/11/2005 656
80013671 8/15/2005 809
80013672 7/25/2005 746
80013673 8/8/2005 745
80013674 8/12/2005 714
80013675 8/15/2005 788
80013676 8/12/2005 786
80013677 7/18/2005 737
80013678 8/8/2005 718
80013679 8/15/2005 775
80013680 8/17/2005 688
80013681 8/12/2005 789
80013682 8/3/2005 763
80013683 8/16/2005 802
80013684 8/10/2005 758
80013685 8/15/2005 754
80013686 8/11/2005 685
80013687 8/5/2005 714
80013688 8/10/2005 680
80013689 8/10/2005 691
80013690 8/15/2005 666
80013691 8/12/2005 800
80013692 8/3/2005 699
80013693 8/19/2005 716
80013694 8/12/2005 697
80013696 8/9/2005 686
80013697 8/12/2005 721
80013698 8/12/2005 773
80013699 8/19/2005 775
80013700 8/18/2005 755
80013701 8/17/2005 649
80013702 8/17/2005 703
80013703 8/18/2005 716
80013704 8/11/2005 767
80013705 8/11/2005 713
80013707 8/11/2005 780
80013708 8/17/2005 773
80013709 8/12/2005 740
80013710 8/16/2005 752
80013711 8/11/2005 789
80013712 8/10/2005 657
80013713 8/17/2005 716
80013714 8/11/2005 786
80013715 8/15/2005 748
80013716 8/15/2005 699
80013717 8/12/2005 793
80013718 8/15/2005 714
80013719 8/9/2005 687
80013720 8/12/2005 778
80013721 8/9/2005 728
80013722 8/17/2005 673
80013723 8/16/2005 698
80013724 8/19/2005 703
80013725 8/12/2005 751
80014040 6/21/2005 673
80014044 7/11/2005 727
80014047 4/11/2005 791
80014051 4/4/2005 721
80014052 4/29/2005 742
80014055 7/29/2005 714
80014057 5/4/2005 748
80014060 6/1/2005 788
80014061 6/1/2005 795
80014062 5/18/2005 733
80014067 7/15/2005 706
80014068 6/27/2005 697
80014070 5/12/2005 784
80014072 4/4/2005 767
80014081 5/23/2005 707
80014083 6/6/2005 759
80014086 5/2/2005 636
80014089 6/27/2005 790
80014090 5/19/2005 772
80014096 5/13/2005 692
80014097 5/18/2005 779
80014100 4/20/2005 689
80014105 6/27/2005 738
80014108 7/15/2005 746
80014110 6/15/2005 775
80014113 7/13/2005 707
80014116 7/18/2005 779
80014117 5/4/2005 776
80014121 6/27/2005 760
80014126 6/10/2005 715
80014127 7/18/2005 693
80014129 7/18/2005 633
80014131 7/13/2005 699
80014135 7/11/2005 794
80014136 7/7/2005 737
80014140 6/20/2005 776
80014141 7/11/2005 756
80014143 6/28/2005 805
80014144 7/2/2005 667
80014146 7/14/2005 715
80014148 7/14/2005 680
80014149 7/21/2005 698
80014152 7/21/2005 756
80014153 7/27/2005 728
80014155 4/21/2005 670
80014157 4/15/2005 716
80014160 6/20/2005 754
80014162 7/11/2005 785
80014163 6/24/2005 790
80014164 7/1/2005 748
80014167 7/5/2005 649
80014168 7/19/2005 667
80014169 7/1/2005 719
80014170 7/2/2005 706
80014171 7/6/2005 758
EXHIBIT D-2
MORTGAGE LOAN SCHEDULE (LOAN GROUP 2)
WMLT 2005-B
Group 2 Mortgage Loan Schedule
SERVICER ORIGINAL CURRENT
LOANID ID GROUP SERVICER ORIGINATOR BALANCE BALANCE
80013499 1776630 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 220,000.00 220,000.00
80013501 1777376 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 248,000.00 248,000.00
80013502 1777422 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 171,000.00 171,000.00
80013506 3551144 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 505,016.00 505,008.88
80013507 3682579 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 532,596.00 531,150.38
80013508 3773926 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 850,000.00 846,589.77
80013509 3816311 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 198,000.00 198,000.00
80013513 3956568 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 180,800.00 180,800.00
80013514 3979106 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 227,200.00 227,200.00
80013515 3981272 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 416,000.00 416,000.00
80013516 3995511 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 150,000.00 149,900.00
80013519 4029503 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 441,000.00 440,788.71
80013520 4031160 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 682,500.00 680,248.58
80013522 4039346 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 348,800.00 348,800.00
80013524 4047459 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 231,375.00 230,489.95
80013525 4048987 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 597,292.56
80013528 4052244 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 544,000.00 543,128.96
80013530 4062110 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 498,388.85
80013531 4063538 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 480,000.00 479,092.77
80013533 4070575 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 485,600.00 485,600.00
80013534 4071575 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 298,196.00 298,196.00
80013536 4077342 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 788,000.00 788,000.00
80013537 4080294 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.0 299,781.25
80013538 4084095 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 374,000.00 372,499.52
80013539 4086525 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 525,000.00 525,000.00
80013542 4089341 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 156,000.00 156,000.00
80013544 4091606 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 272,000.00 272,000.00
80013545 4093020 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 276,250.00 276,250.00
80013547 4094542 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 276,750.00 276,720.23
80013548 4095223 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 259,100.00 251,389.32
80013549 4099090 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 645,000.00 645,000.00
80013551 4100937 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 175,000.00 173,922.75
80013552 4102114 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 292,000.00 289,073.82
80013554 4104103 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 384,350.00 384,350.00
80013558 4107431 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 448,000.00 448,000.00
80013559 4107821 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 171,500.00 171,500.00
80013560 4110146 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.0 999,997.66
80013563 4116485 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 385,558.00 384,898.26
80013565 4117565 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 154,950.00 154,950.00
80013567 4119201 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 421,840.00 421,840.00
80013569 4119568 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 415,543.00 415,543.00
80013570 4120643 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 300,000.00
80013571 4121766 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,200,000.0 1,200,000.0
80013572 4122263 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 780,000.00 780,000.00
80013580 4131137 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 868,200.00 859,698.35
80013581 4131682 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 402,000.00 402,000.00
80013582 4133289 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 315,000.00 315,000.00
80013583 4133654 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 472,500.00 472,500.00
80013588 4141170 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 475,000.00 475,000.00
80013589 4141710 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 393,300.00 393,299.91
80013590 4143835 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,400,000.0 1,399,435.1
80013594 4148618 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 104,900.00 104,415.50
80013598 4153885 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 305,000.00 303,686.51
80013603 4156118 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 440,000.00 440,000.00
80013606 4159702 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 469,000.00 469,000.00
80013607 4160041 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 170,000.00 169,700.00
80013608 4160220 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 420,000.00 418,060.28
80013609 4160286 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 649,999.00 644,926.31
80013611 4163582 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013613 4163881 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 398,354.66
80013615 4165807 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 360,000.00 358,893.48
80013616 4167599 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 336,000.00 336,000.00
80013617 4167836 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 407,200.00 407,200.00
80013618 4168551 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 388,000.00 388,000.00
80013619 4168581 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 286,200.00 286,200.00
80013623 4171026 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 827,200.00 827,200.00
80013624 4171284 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 580,000.00 580,000.00
80013625 4171298 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 956,250.00 956,250.00
80013626 4171329 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 375,000.00 375,000.00
80013630 4180396 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 397,000.00 396,900.36
80013633 4184030 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 410,000.00 409,719.00
80013726 1776156 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 375,000.00 374,075.92
80013727 1776241 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 264,000.00 264,000.00
80013728 1778189 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 192,000.00 191,987.60
80013729 3116981 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 344,000.00 344,000.00
80013730 3209053 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 512,150.00 512,042.62
80013731 3379650 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 252,000.00 252,000.00
80013732 3380131 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 340,000.00 340,000.00
80013733 3381136 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 394,000.00 394,000.00
80013734 3449228 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 508,000.00 507,739.88
80013735 3488891 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.0 900,000.00
80013736 3548354 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 440,000.00 440,000.00
80013738 3777000 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 251,000.00 251,000.00
80013739 4048294 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 712,500.00 712,500.00
80013740 4048419 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 260,000.00 259,998.49
80013741 4049069 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 499,000.00 499,000.00
80013742 4060735 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.0 1,000,000.0
80013743 4065832 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 900,000.00 898,071.17
80013744 4068127 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 400,000.00
80013746 4107547 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 369,200.00 365,828.75
80013747 4130243 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 690,000.00 690,000.00
80013748 4134528 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 286,400.00 285,710.31
80013749 4136235 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 95,000.00 94,999.76
80013750 4137258 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 156,000.00 155,994.15
80013751 4141463 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 675,000.00 675,000.00
80013752 4147496 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 529,200.00 529,200.00
80013753 4156519 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 601,600.00 601,600.00
80013754 4158633 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 850,000.00 850,000.00
80013755 4175712 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 999,999.00 699,999.00
80013756 4182135 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 450,000.00 449,879.41
80013757 4182326 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,774,500.0 1,774,495.0
80013758 4196751 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 405,000.00 405,000.00
80013759 4197118 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 300,000.00
80013760 4199680 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 593,000.00 593,000.00
80013761 4200752 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 253,600.00 253,588.75
80013762 4202648 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 425,000.00 425,000.00
80013763 4204164 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 833,000.00 833,000.00
80013764 4204941 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 680,000.00 680,000.00
80013766 4207339 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 199,920.00 199,880.00
80013767 4207706 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 460,000.00 459,900.33
80013768 4207861 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 216,000.00 216,000.00
80013769 4207919 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 648,000.00 648,000.00
80013770 4209144 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 141,500.00 141,500.00
80013771 4211609 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 600,000.00
80013772 4212649 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 365,150.00 364,385.69
80013773 4212650 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 248,000.00 248,000.00
80013774 4212789 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 440,000.00 440,000.00
80013775 4213090 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 360,000.00 360,000.00
80013776 4213131 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 214,000.00 214,000.00
80013777 4213304 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 250,000.00 250,000.00
80013778 4215408 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 540,000.00 540,000.00
80013779 4215786 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 256,500.00 256,500.00
80013780 4216602 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 850,000.00 848,000.00
80013781 4217381 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 452,000.00 451,837.12
80013782 4219156 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 485,000.00 485,000.00
80013783 4220234 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 420,000.00 420,000.00
80013784 4220325 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 570,000.00 570,000.00
80013785 4222497 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 241,650.00 241,650.00
80013786 4226110 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 285,000.00 284,998.27
80013787 4227622 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 146,400.00 146,400.00
80013788 4228562 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 493,973.10
80013789 4229614 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 288,000.00 288,000.00
80013790 4229718 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 152,800.00 152,800.00
80013791 4229730 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 452,000.00 452,000.00
80013792 4231414 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 910,356.00 910,356.00
80013793 4231819 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 766,200.00 766,131.94
80013794 4232269 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 679,950.00 679,950.00
80013795 4232390 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 256,000.00 255,968.83
80013796 4235125 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 240,000.00 240,000.00
80013797 4235789 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 268,000.00 267,725.00
80013798 4235874 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 199,999.99
80013799 4236457 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 260,000.00 260,000.00
80013800 4236719 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 488,000.00 486,929.25
80013801 4237689 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 285,000.00 285,000.00
80013802 4237775 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 692,000.00 691,500.00
80013803 4237804 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 648,606.96
80013804 4237842 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 544,000.00 544,000.00
80013805 4239387 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 532,000.00 531,999.32
80013806 4239842 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 445,030.00 445,030.00
80013807 4240214 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 244,000.00 244,000.00
80013808 4240562 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 240,000.00 240,000.00
80013810 4241612 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 227,188.00 227,184.62
80013811 4242145 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 143,200.00 143,161.12
80013812 4243076 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 270,000.00 270,000.00
80013813 4243198 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 195,200.00 195,200.00
80013814 4244290 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 506,000.00 505,999.99
80013815 4245529 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 182,600.00 182,235.53
80013816 4247045 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 258,000.00 258,000.00
80013817 4247428 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 425,000.00 425,000.00
80013819 4248523 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 180,800.00 180,666.33
80013820 4252731 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 137,600.00 137,599.75
80013821 4253058 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 450,000.00 450,000.00
80013822 4253522 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 362,000.00 362,000.00
80013823 4253599 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 390,000.00 389,996.58
80013824 4254252 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 224,150.00 223,658.18
80013825 4258857 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 400,000.00
80013826 4259327 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 495,000.00 494,423.44
80013827 4260047 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 182,000.00 182,000.00
80013828 4262039 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 627,000.00 627,000.00
80013829 4262119 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 346,500.00 346,500.00
80013830 4262684 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 438,500.00 438,499.47
80013831 4262821 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 125,000.00 124,850.21
80013833 4263640 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 500,000.00
80013834 4263676 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 345,000.00 345,000.00
80013835 4264371 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 558,000.00 557,825.95
80013836 4264786 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 200,000.00
80013837 4265834 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 125,000.00 124,998.06
80013838 4265870 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 600,000.00
80013839 4265911 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 555,100.00 555,100.00
80013840 4266654 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 420,000.00 420,000.00
80013841 4266812 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 285,000.00 285,000.00
80013842 4268715 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 385,000.00 385,000.00
80013843 4268874 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 368,000.00 368,000.00
80013844 4269252 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 359,600.00 359,600.00
80013845 4269338 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 560,000.00 560,000.00
80013846 4269488 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 316,000.00 316,000.00
80013847 4269564 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 950,000.00 947,964.00
80013848 4271592 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 305,000.00 305,000.00
80013849 4271890 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 423,500.00 423,500.00
80013850 4272630 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 584,000.00 583,950.00
80013851 4273611 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 202,400.00 202,400.00
80013852 4274429 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 259,500.00 259,500.00
80013853 4274923 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 455,000.00 455,000.00
80013854 4275281 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 418,000.00 418,000.00
80013855 4276555 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 379,000.00 379,000.00
80013856 4276662 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 141,000.00 141,000.00
80013857 4276686 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 225,000.00 225,000.00
80013858 4276691 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 637,000.00 637,000.00
80013859 4276725 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 800,000.00 799,670.89
80013860 4277524 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 310,000.00 310,000.00
80013861 4277996 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 464,250.00 464,222.89
80013862 4278995 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 257,000.00 257,000.00
80013863 4279117 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 423,090.00 423,090.00
80013864 4279517 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 350,000.00 349,317.90
80013865 4279568 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 746,800.00 746,800.00
80013866 4280500 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 172,000.00 172,000.00
80013867 4285839 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 341,000.00 340,978.07
80013868 4286820 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 399,489.67
80013869 4287731 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 625,000.00 625,000.00
80013870 4290498 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 392,000.00 392,000.00
80013997 4236661 Group 2 - 5/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 189,600.00 189,600.00
80014178 29364692 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 178,800.00 178,437.47
80014179 29549623 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 370,400.00 370,400.00
80014180 29549805 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 117,500.00 117,500.00
80014181 29549946 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 251,900.00 251,900.00
80014183 29745445 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 514,800.00 514,800.00
80014184 29769239 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 456,000.00 456,000.00
80014185 29774858 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 174,330.00 174,247.53
80014186 30043814 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 273,000.00 272,400.00
80014187 30075725 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 940,000.00 940,000.00
80014188 30075915 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 499,200.00 497,543.37
80014189 30095178 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 411,200.00 411,200.00
80014190 30095483 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 395,600.00 395,600.00
80014191 30199236 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 565,600.00 311,295.38
80014192 30263305 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 239,200.00 239,200.00
80014193 30263321 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 574,000.00 574,000.00
80014194 30290688 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 228,000.00 226,906.97
80014195 30427975 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 148,000.00 147,515.05
80014196 30644108 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 162,000.00 161,700.50
80014197 30984769 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 296,800.00 296,800.00
80014201 31134521 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 327,400.00 326,000.00
80014204 31285984 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 84,000.00 83,997.49
80014205 31311749 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 389,600.00 389,600.00
80014207 31342249 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 168,800.00 168,800.00
80014208 31368178 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 187,600.00 187,600.00
80014210 31423957 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 260,000.00 260,000.00
80014211 31544968 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 639,200.00 639,060.17
80014212 31614928 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 195,900.00 195,900.00
80014213 31648413 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 136,000.00 136,000.00
80014215 31648959 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 195,034.00 194,914.72
80014216 31701055 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 240,000.00 239,666.07
80014217 31713530 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 281,300.00 281,300.00
80014218 31714876 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,250.00 180,250.00
80014219 31838832 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 286,000.00 286,000.00
80014220 31847361 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 120,000.00 120,000.00
80014221 31847510 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 270,000.00 269,683.18
80014222 31847619 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 334,400.00 334,400.00
80014223 31967631 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 605,600.00 605,600.00
80014225 32008567 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 584,000.00 584,000.00
80014226 32042103 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 150,400.00 150,368.67
80014227 32057317 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 115,600.00 115,600.00
80014228 32057705 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,000.00 180,000.00
80014230 32096406 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 368,000.00 368,000.00
80014231 32145435 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 296,400.00 296,400.00
80014232 32209439 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 319,200.00 319,200.00
80014233 32209454 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 122,400.00 122,191.96
80014234 32348195 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 116,000.00 116,000.00
80014235 32366007 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 273,200.00 273,150.13
80014236 32368193 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 99,700.00 99,700.00
80014237 32368391 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 167,920.00 167,920.00
80014238 32384703 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 568,000.00 568,000.00
80014240 32400152 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 105,000.00 102,374.18
80014241 33340662 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 282,000.00 282,000.00
80014243 33373283 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 388,000.00 388,000.00
80014244 33377326 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 372,000.00 371,901.40
80014246 33400946 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 85,000.00 85,000.00
80014247 33547761 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 568,000.00 568,000.00
80014248 33572769 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 170,000.00 169,525.67
80014249 33573981 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 293,350.00 293,350.00
80014250 33575697 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 185,100.00 184,899.56
80014251 33586181 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 152,600.00 152,349.78
80014252 33593716 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 254,400.00 254,400.00
80014253 33593757 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 177,750.00 177,709.01
80014254 33596693 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 111,600.00 111,600.00
80014255 33597352 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 635,000.00 634,999.99
80014256 33597923 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 160,000.00 158,986.17
80014257 33599960 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 155,500.00 155,500.00
80014259 33600651 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 104,000.00 104,000.00
80014260 33601279 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 171,500.00 171,500.00
80014264 33603044 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 144,000.00 144,000.00
80014265 33603598 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 211,200.00 211,200.00
80014266 33604117 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 136,250.00 136,250.00
80014267 33604141 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 231,000.00 230,729.67
80014268 33604687 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 151,200.00 150,304.79
80014270 33605361 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 200,000.00
80014271 33606138 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 117,600.00 117,598.00
80014272 33606625 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 124,750.00 124,750.00
80014273 33606757 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 482,000.00 481,546.23
80014274 33606872 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 232,000.00 232,000.00
80014275 33607102 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 196,000.00 195,999.99
80014276 33607284 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 482,000.00 481,894.10
80014277 33607474 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 167,200.00 167,199.99
80014278 33607607 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 150,800.00 150,400.00
80014279 33608134 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 159,650.00 159,650.00
80014281 33609124 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 192,200.00 192,200.00
80014286 33611310 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 174,400.00 174,400.00
80014287 33611575 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 216,000.00 215,970.00
80014288 33612417 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 121,750.00 121,750.00
80014289 33612789 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 120,000.00 120,000.00
80014290 33613688 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 269,500.00 269,178.06
80014291 33613753 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 255,200.00 255,200.00
80014292 33614405 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 615,000.00 562,000.00
80014295 33618059 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 284,000.00 283,716.26
80014296 33618422 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 138,200.00 138,073.36
80014297 33619081 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 106,400.00 106,400.00
80014299 33620329 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 198,300.00 198,300.00
80014302 33621087 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 136,800.00 136,800.00
80014303 33621301 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 324,800.00 324,728.95
80014304 33621632 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 432,000.00 431,997.11
80014305 33621640 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014307 33622564 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 184,250.00 184,250.00
80014308 33667635 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 404,000.00 404,000.00
80014310 33667734 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 169,100.00 169,100.00
80014311 33702713 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 124,028.00 124,028.00
80014312 33702739 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 226,400.00 226,400.00
80014313 33702838 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 152,899.00 147,500.00
80014314 33729674 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 199,200.00 198,195.42
80014315 33730128 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 328,000.00 328,000.00
80014317 33730938 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 146,240.00 145,563.34
80014318 33730979 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 148,320.00 147,379.63
80014319 33731340 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 114,300.00 113,796.13
80014320 33731779 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 59,920.00 59,712.91
80014321 33731969 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 135,060.00 134,436.24
80014324 33872896 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 256,800.00 256,800.00
80014325 33872953 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 156,800.00 156,739.63
80014327 33968009 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 155,680.00 155,280.00
80014328 33350901 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,000.00 180,000.00
80014329 33983123 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 168,000.00 168,000.00
80014330 34001263 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 320,000.00 320,000.00
80014331 34003202 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 364,960.00 364,882.88
80014333 34062950 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 437,600.00 437,600.00
80014335 34134866 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 417,928.00 417,928.00
80014337 34135251 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 225,600.00 224,852.06
80014339 34184010 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 114,800.00 114,105.69
80014340 34184101 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 88,432.00 87,871.31
80014341 34184275 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 78,877.60 78,471.55
80014342 34251710 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 204,000.00 204,000.00
80014343 34281709 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,702.00 200,334.61
80014344 34281832 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 508,000.00 508,000.00
80014345 34293845 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 239,920.00 239,920.00
80014346 34294587 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,500,000.0 1,104,724.5
80014347 34295105 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 372,000.00 371,829.52
80014348 34325019 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 439,500.00 430,500.00
80014349 34351908 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 176,000.00 176,000.00
80014350 34362079 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 149,880.21
80014351 34362681 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 288,000.00 287,280.00
80014352 34464818 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 220,000.00 220,000.00
80014353 34526855 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 240,000.00 240,000.00
80014354 34634881 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 304,000.00 303,930.33
80014355 34669135 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,000,000.0 999,998.00
80014357 34744896 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 279,600.00 279,600.00
80014358 34777078 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 175,100.00 175,100.00
80014359 34777748 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 86,250.00 86,250.00
80014360 34777763 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 206,500.00 206,198.48
80014361 34777938 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 188,000.00 187,924.85
80014362 34778787 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 240,150.00 240,150.00
80014363 34779314 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 317,600.00 317,600.00
80014364 34780320 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 181,000.00 180,183.25
80014365 34781385 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 188,000.00 188,000.00
80014366 34781567 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 236,800.00 236,800.00
80014368 34783183 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 190,400.00 190,400.00
80014369 34784942 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 106,500.00 100,078.02
80014370 34785170 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 184,800.00 184,800.00
80014371 34785865 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 382,600.00 382,600.00
80014372 34785964 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 152,000.00 151,812.74
80014373 34786046 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 223,900.00 223,900.00
80014374 34786467 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 249,900.00 249,400.00
80014375 34786574 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 236,000.00 236,000.00
80014376 34786756 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 272,250.00 272,250.00
80014378 34787184 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 111,900.00 111,900.00
80014380 34791756 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 133,500.00 133,500.00
80014381 34795260 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 444,600.00 444,600.00
80014382 34798314 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 172,000.00 171,996.95
80014387 143176378 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 400,000.00 397,534.00
80014388 143199917 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 747,500.00 741,744.54
80014392 143369197 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 128,000.00 127,775.00
80014394 143374072 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 215,350.00 215,298.41
80014396 143427755 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 502,000.00 502,000.00
80014397 143439917 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 410,000.00 409,998.84
80014398 143440113 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 367,200.00 365,600.00
80014399 143442002 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 164,250.00 164,250.00
80014400 143442192 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 300,000.00 300,000.00
80014401 143443240 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 348,000.00 347,940.00
80014415 143521052 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 195,000.00 195,000.00
80014416 143521466 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 204,500.00 204,500.00
80014417 143523579 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 649,879.17
80014418 143524957 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 202,240.00 202,240.00
80014419 143527489 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 484,000.00 484,000.00
80014420 143540821 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 240,000.00 240,000.00
80014422 143550986 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 520,000.00 518,284.56
80014423 143552024 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 630,000.00 627,090.41
80014424 143552305 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 352,000.00 350,810.50
80014425 143552370 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 580,000.00 580,000.00
80014426 143554129 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 245,250.00 245,250.00
80014428 143556884 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 118,800.00 118,408.09
80014429 143558419 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 260,000.00 258,500.00
80014430 143560662 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 451,600.00 450,178.71
80014431 143561041 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,000,000.0 1,000,000.0
80014434 143576312 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 161,600.00 161,600.00
80014443 143624948 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 347,000.00 346,971.12
80014444 143626588 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 768,000.00 768,000.00
80014445 143626661 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 608,000.00 607,714.09
80014446 143627800 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 546,000.00 546,000.00
80014447 143628279 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 475,000.00 475,000.00
80014448 143628972 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 170,000.00 169,995.57
80014449 143628980 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 426,700.00 426,400.00
80014450 143629178 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 412,000.00 412,000.00
80014451 143669406 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 195,000.00 195,000.00
80014452 143741049 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 365,120.00 365,120.00
80014453 143743516 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 99,500.00 99,500.00
80014454 143745925 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 508,000.00 507,800.00
80014456 143752244 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 464,000.00 463,500.00
80014458 143755791 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 564,000.00 550,069.33
80014459 201257557 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 211,500.00 210,376.11
80014463 201571395 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 215,000.00 213,200.00
80014464 201595329 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 223,600.00 222,148.82
80014465 201681400 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,800.00 180,800.00
80014467 201726916 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 224,800.00 223,482.57
80014468 201737558 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 359,650.00 359,650.00
80014469 201765872 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 160,000.00 159,136.64
80014471 201803715 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 429,000.00 428,991.73
80014472 201827441 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 156,500.00 155,675.12
80014475 201834447 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 228,000.00 226,922.37
80014476 201844719 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 599,270.94
80014477 201850930 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 479,900.00 479,900.00
80014478 201864659 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 959,200.00 959,200.00
80014479 201873585 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 320,000.00 319,945.11
80014480 201890290 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 420,000.00 419,987.47
80014481 201892148 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 500,000.00 499,983.30
80014482 201895331 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 249,600.00 249,575.00
80014483 201906963 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 485,500.00 485,500.00
80014484 201906997 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 100,802.00 100,802.00
80014485 201908753 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 675,000.00 675,000.00
80014487 201916319 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 403,900.00 403,900.00
80014488 201916327 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 121,800.00 120,900.00
80014489 201920410 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 104,682.00 104,310.25
80014490 201923976 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,000.00 179,419.97
80014491 201931136 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 74,800.00 74,800.00
80014492 201939519 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 137,000.00 137,000.00
80014493 201941424 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 312,000.00 312,000.00
80014495 201942182 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 224,000.00 224,000.00
80014496 201947066 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 225,000.00 225,000.00
80014498 201951647 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 142,400.00 142,400.00
80014499 201953429 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 648,000.00 648,000.00
80014500 201954047 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 444,500.00 443,095.00
80014502 201957743 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 296,000.00 296,000.00
80014503 201960051 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 765,000.00 762,848.31
80014504 201961802 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 435,000.00 434,987.47
80014505 201962370 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 544,000.00 544,000.00
80014507 201967353 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 648,545.46
80014509 201967635 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 540,000.00 540,000.00
80014511 201982378 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 522,400.00 522,377.17
80014512 201984895 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 194,400.00 194,196.05
80014513 201988599 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 508,800.00 508,800.00
80014514 201989464 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 435,000.00 435,000.00
80014515 201993771 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 288,000.00 288,000.00
80014517 201996410 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 340,000.00
80014518 201998309 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 511,000.00 510,985.87
80014519 201999059 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 175,200.00 175,200.00
80014520 201999489 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 580,000.00 580,000.00
80014523 202012746 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 248,000.00 248,000.00
80014524 202016820 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 372,000.00 370,743.84
80014526 202031977 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 520,000.00 520,000.00
80014527 202035226 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 596,000.00 596,000.00
80014528 202036653 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 578,000.00 578,000.00
80014529 202059002 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 348,750.00 348,559.22
80014530 202062519 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 204,000.00 204,000.00
80014532 202070074 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 408,000.00 407,483.90
80014533 202070256 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 184,000.00 183,328.63
80014534 202070645 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 110,400.00 110,018.42
80014535 202073417 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 299,900.00 298,887.30
80014536 202076253 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 452,000.00 451,774.58
80014537 202076840 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 126,400.00 126,400.00
80014538 202081550 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 495,000.00 495,000.00
80014539 202083473 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 188,000.00 188,000.00
80014540 202085056 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 444,000.00 444,000.00
80014541 202086997 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 310,000.00 310,000.00
80014542 202098307 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 185,440.00 185,439.05
80014543 202098711 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 172,800.00 172,776.14
80014544 202102166 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 239,950.00 239,950.00
80014545 202105540 Group 2 - 5/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 131,250.00 131,169.79
FIRST PRINCIPAL PAID
OCCUPANCY PROPERTY ORIGINAL PAID MATURITY AND THRU
LOANID TYPE TYPE OTERM RTERM LTV DATE DATE INTEREST DATE
80013499 Primary Residence Condominium Hi-Rise 360 357 80.000 9/1/2005 8/1/2035 962.50 10/1/2005
80013501 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 8/1/2005 7/1/2035 1,240.00 11/1/2005
80013502 Primary Residence Single Family Detached 360 357 79.530 9/1/2005 8/1/2035 819.38 11/1/2005
80013506 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 2,262.05 11/1/2005
80013507 Primary Residence PUD-D 360 357 79.500 9/1/2005 8/1/2035 2,330.11 11/1/2005
80013508 Primary Residence PUD-D 360 356 43.590 8/1/2005 7/1/2035 5,096.19 11/1/2005
80013509 Primary Residence PUD-D 360 356 79.590 8/1/2005 7/1/2035 969.38 11/1/2005
80013513 Second Home PUD-D 360 357 80.000 9/1/2005 8/1/2035 885.17 11/1/2005
80013514 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,041.33 11/1/2005
80013515 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,950.00 11/1/2005
80013516 Primary Residence PUD-D 360 356 50.000 8/1/2005 7/1/2035 656.25 11/1/2005
80013519 Primary Residence Single Family Detached 360 355 76.700 7/1/2005 6/1/2035 2,113.13 10/1/2005
80013520 Primary Residence Single Family Detached 360 357 75.000 9/1/2005 8/1/2035 3,875.17 11/1/2005
80013522 Primary Residence PUD 360 357 80.000 9/1/2005 8/1/2035 1,598.67 11/1/2005
80013524 Second Home Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 1,424.62 10/1/2005
80013525 Primary Residence Single Family Detached 360 356 53.810 8/1/2005 7/1/2035 3,359.83 10/1/2005
80013528 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,380.00 11/1/2005
80013530 Primary Residence Single Family Detached 360 357 55.870 9/1/2005 8/1/2035 2,878.29 11/1/2005
80013531 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,200.00 11/1/2005
80013533 Primary Residence Single Family Detached 360 356 79.990 8/1/2005 7/1/2035 2,225.67 11/1/2005
80013534 Primary Residence PUD-D 360 356 79.840 8/1/2005 7/1/2035 1,273.55 10/1/2005
80013536 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 3,529.58 11/1/2005
80013537 Primary Residence Single Family Detached 360 357 45.990 9/1/2005 8/1/2035 4,375.00 11/1/2005
80013538 Primary Residence CL 360 356 71.240 8/1/2005 7/1/2035 2,242.32 11/1/2005
80013539 Primary Residence Single Family Detached 360 357 53.160 9/1/2005 8/1/2035 2,460.94 11/1/2005
80013542 Primary Residence PUD 360 357 80.000 9/1/2005 8/1/2035 715.00 11/1/2005
80013544 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,275.00 11/1/2005
80013545 Second Home CL 360 356 65.000 8/1/2005 7/1/2035 1,352.47 10/1/2005
80013547 Second Home PUD-D 360 356 79.990 8/1/2005 7/1/2035 1,470.23 11/1/2005
80013548 Second Home PUD-A 360 357 79.990 9/1/2005 8/1/2035 1,187.54 11/1/2005
80013549 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 3,023.44 10/1/2005
80013551 Primary Residence CP 360 356 36.840 8/1/2005 7/1/2035 966.36 11/1/2005
80013552 Primary Residence Single Family Detached 360 356 23.360 8/1/2005 7/1/2035 1,307.92 11/1/2005
80013554 Primary Residence Single Family Detached 360 356 79.990 8/1/2005 7/1/2035 1,761.60 10/1/2005
80013558 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 2,100.00 10/1/2005
80013559 Primary Residence Single Family Detached 360 356 86.620 8/1/2005 7/1/2035 821.77 11/1/2005
80013560 Primary Residence Condominium Hi-Rise 360 356 58.620 8/1/2005 7/1/2035 4,895.83 10/1/2005
80013563 Primary Residence Condominium Hi-Rise 360 356 80.000 8/1/2005 7/1/2035 1,726.98 11/1/2005
80013565 Primary Residence PUD-D 360 357 79.990 9/1/2005 8/1/2035 726.33 11/1/2005
80013567 Primary Residence CL 360 356 80.000 8/1/2005 7/1/2035 1,581.90 11/1/2005
80013569 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 8/1/2005 7/1/2035 1,904.57 11/1/2005
80013570 Primary Residence Single Family Detached 360 357 28.570 9/1/2005 8/1/2035 1,343.75 11/1/2005
80013571 Second Home Single Family Detached 360 356 68.770 8/1/2005 7/1/2035 5,500.00 11/1/2005
80013572 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 3,737.50 10/1/2005
80013580 Primary Residence Single Family Detached 360 356 43.410 8/1/2005 7/1/2035 3,888.81 11/1/2005
80013581 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 1,842.50 10/1/2005
80013582 Primary Residence CL 360 357 75.000 9/1/2005 8/1/2035 1,476.56 11/1/2005
80013583 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 2,214.84 10/1/2005
80013588 Primary Residence PUD-D 360 356 66.620 8/1/2005 7/1/2035 2,226.56 11/1/2005
80013589 Primary Residence PUD-D 360 356 65.220 8/1/2005 7/1/2035 1,884.56 10/1/2005
80013590 Primary Residence Single Family Detached 360 356 78.650 8/1/2005 7/1/2035 5,979.17 10/1/2005
80013594 Second Home PUD-D 360 356 74.980 8/1/2005 7/1/2035 579.27 10/1/2005
80013598 Xxxxxxx Xxxxxxxxx XXX-X 000 000 63.540 8/1/2005 7/1/2035 1,755.76 10/1/2005
80013603 Primary Residence PUD-D 360 356 68.750 8/1/2005 7/1/2035 2,062.50 10/1/2005
80013606 Primary Residence Single Family Detached 360 356 68.570 8/1/2005 7/1/2035 2,051.88 10/1/2005
80013607 Primary Residence CL 360 357 60.710 9/1/2005 8/1/2035 814.58 11/1/2005
80013608 Primary Residence Single Family Detached 360 356 73.680 8/1/2005 7/1/2035 2,319.26 12/1/2005
80013609 Primary Residence Single Family Detached 360 356 46.430 8/1/2005 7/1/2035 3,317.70 11/1/2005
80013611 Primary Residence Single Family Detached 360 356 77.840 8/1/2005 7/1/2035 3,453.13 10/1/2005
80013613 Primary Residence Single Family Detached 360 356 74.070 8/1/2005 7/1/2035 1,916.67 11/1/2005
80013615 Primary Residence CL 360 357 60.610 9/1/2005 8/1/2035 2,129.54 10/1/2005
80013616 Primary Residence Single Family Detached 360 357 44.800 9/1/2005 8/1/2035 1,575.00 11/1/2005
80013617 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,654.25 11/1/2005
80013618 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,940.00 11/1/2005
80013619 Primary Residence Single Family Detached 360 357 75.000 9/1/2005 8/1/2035 1,311.75 11/1/2005
80013623 Primary Residence PUD 360 357 79.810 9/1/2005 8/1/2035 3,705.17 11/1/2005
80013624 Second Home CL 360 356 80.000 8/1/2005 7/1/2035 2,779.17 11/1/2005
80013625 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 4,283.20 11/1/2005
80013626 Primary Residence PUD-D 360 356 68.810 8/1/2005 7/1/2035 1,679.69 11/1/2005
80013630 Primary Residence Single Family Detached 360 357 74.910 9/1/2005 8/1/2035 1,985.00 11/1/2005
80013633 Primary Residence Single Family Detached 360 356 59.420 8/1/2005 7/1/2035 2,007.29 10/1/2005
80013726 Primary Residence PUD-D 360 358 69.510 10/1/2005 9/1/2035 1,984.54 11/1/2005
80013727 Primary Residence Single Family Detached 360 358 59.860 10/1/2005 9/1/2035 1,182.50 11/1/2005
80013728 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 860.00 10/1/2005
80013729 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,433.33 11/1/2005
80013730 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 1/1/2005 12/1/2034 2,294.01 11/1/2005
80013731 Primary Residence CP 360 358 87.200 10/1/2005 9/1/2035 1,050.00 11/1/2005
80013732 Primary Residence Single Family Detached 360 358 68.000 10/1/2005 9/1/2035 1,487.50 10/1/2005
80013733 Primary Residence Single Family Detached 360 358 74.340 10/1/2005 9/1/2035 1,887.92 11/1/2005
80013734 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,804.58 11/1/2005
80013735 Primary Residence PUD-D 360 357 78.430 9/1/2005 8/1/2035 5,520.83 11/1/2005
80013736 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,154.17 10/1/2005
80013738 Primary Residence Single Family Detached 360 358 79.980 10/1/2005 9/1/2035 1,281.15 11/1/2005
80013739 Primary Residence CL 360 358 75.000 10/1/2005 9/1/2035 3,488.28 11/1/2005
80013740 Primary Residence Condominium 360 358 91.230 10/1/2005 9/1/2035 1,272.92 11/1/2005
80013741 Primary Residence PUD-D 360 358 79.970 10/1/2005 9/1/2035 2,287.08 10/1/2005
80013742 Primary Residence Single Family Detached 360 358 55.560 10/1/2005 9/1/2035 4,895.83 11/1/2005
80013743 Second Home Single Family Detached 360 358 50.000 10/1/2005 9/1/2035 5,180.91 10/1/2005
80013744 Primary Residence PUD-D 360 358 74.420 10/1/2005 9/1/2035 1,833.33 11/1/2005
80013746 Primary Residence PUD-D 360 355 89.830 7/1/2005 6/1/2035 2,213.54 10/1/2005
80013747 Primary Residence PUD-D 360 358 68.320 10/1/2005 9/1/2035 3,593.75 11/1/2005
80013748 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,537.46 11/1/2005
80013749 Primary Residence Single Family Detached 360 358 70.370 10/1/2005 9/1/2035 425.52 11/1/2005
80013750 Primary Residence CL 360 358 79.070 10/1/2005 9/1/2035 763.75 11/1/2005
80013751 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 3,023.44 11/1/2005
80013752 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,425.50 10/1/2005
80013753 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,882.67 11/1/2005
80013754 Second Home Single Family Detached 360 358 70.830 10/1/2005 9/1/2035 4,250.00 11/1/2005
80013755 Primary Residence Single Family Detached 360 357 68.970 9/1/2005 8/1/2035 4,687.50 11/1/2005
80013756 Primary Residence Single Family Detached 360 358 50.000 10/1/2005 9/1/2035 2,062.50 11/1/2005
80013757 Second Home PUD-D 360 358 65.000 10/1/2005 9/1/2035 9,242.19 11/1/2005
80013758 Primary Residence Single Family Detached 360 358 54.000 10/1/2005 9/1/2035 1,940.63 11/1/2005
80013759 Primary Residence Single Family Detached 360 358 78.740 10/1/2005 9/1/2035 1,375.00 11/1/2005
80013760 Primary Residence PUD-D 360 358 64.110 10/1/2005 9/1/2035 2,594.38 11/1/2005
80013761 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,188.75 11/1/2005
80013762 Primary Residence Single Family Detached 360 358 65.380 10/1/2005 9/1/2035 1,815.10 11/1/2005
80013763 Primary Residence Single Family Detached 360 358 73.130 10/1/2005 9/1/2035 4,078.23 11/1/2005
80013764 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,550.00 10/1/2005
80013766 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 957.95 11/1/2005
80013767 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,108.33 11/1/2005
80013768 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,102.50 11/1/2005
80013769 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 3,037.50 11/1/2005
80013770 Primary Residence Single Family Detached 360 357 78.610 9/1/2005 8/1/2035 633.80 12/1/2005
80013771 Primary Residence PUD-D 360 358 72.730 10/1/2005 9/1/2035 3,062.50 11/1/2005
80013772 Second Home CL 360 358 51.290 10/1/2005 9/1/2035 2,130.92 10/1/2005
80013773 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,188.33 11/1/2005
80013774 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,925.00 11/1/2005
80013775 Primary Residence Single Family Detached 360 358 79.300 10/1/2005 9/1/2035 1,762.50 11/1/2005
80013776 Primary Residence CP 360 358 63.880 10/1/2005 9/1/2035 847.08 11/1/2005
80013777 Primary Residence Single Family Detached 360 358 72.670 10/1/2005 9/1/2035 1,119.79 11/1/2005
80013778 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,643.75 10/1/2005
80013779 Primary Residence CP 360 358 90.000 10/1/2005 9/1/2035 1,255.75 11/1/2005
80013780 Second Home Single Family Detached 360 358 73.750 10/1/2005 9/1/2035 3,984.38 11/1/2005
80013781 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,118.75 11/1/2005
80013782 Xxxxxxx Xxxxxxxxx XXX-X 000 000 57.060 10/1/2005 9/1/2035 2,323.96 11/1/2005
80013783 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 2,100.00 11/1/2005
80013784 Primary Residence Single Family Detached 360 358 74.030 10/1/2005 9/1/2035 2,731.25 10/1/2005
80013785 Primary Residence Single Family Detached 360 358 62.280 10/1/2005 9/1/2035 1,032.05 10/1/2005
80013786 Primary Residence Condominium Hi-Rise 360 358 75.000 10/1/2005 9/1/2035 1,425.00 11/1/2005
80013787 Second Home Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 716.75 10/1/2005
80013788 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,239.58 12/1/2005
80013789 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,380.00 11/1/2005
80013790 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 684.42 11/1/2005
80013791 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 2,212.92 10/1/2005
80013792 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 4,267.29 11/1/2005
80013793 Primary Residence Single Family Detached 360 358 78.260 10/1/2005 9/1/2035 3,431.94 10/1/2005
80013794 Second Home PUD-D 360 358 79.990 10/1/2005 9/1/2035 3,187.27 11/1/2005
80013795 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,253.33 11/1/2005
80013796 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 1,150.00 10/1/2005
80013797 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,423.75 11/1/2005
80013798 Primary Residence PUD-D 360 358 73.530 10/1/2005 9/1/2035 916.67 11/1/2005
80013799 Primary Residence PUD-D 360 358 55.320 10/1/2005 9/1/2035 1,272.92 11/1/2005
80013800 Primary Residence Single Family Detached 360 358 50.050 10/1/2005 9/1/2035 2,770.82 10/1/2005
80013801 Primary Residence Single Family Detached 360 358 60.000 10/1/2005 9/1/2035 1,454.69 10/1/2005
80013802 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 3,676.25 11/1/2005
80013803 Primary Residence Single Family Detached 360 358 72.220 10/1/2005 9/1/2035 3,741.77 11/1/2005
80013804 Primary Residence Condominium 360 358 80.000 10/1/2005 9/1/2035 2,606.67 10/1/2005
80013805 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,549.17 10/1/2005
80013806 Xxxxxxx Xxxxxxxxx XXX-X 000 000 79.300 10/1/2005 9/1/2035 1,993.36 10/1/2005
80013807 Primary Residence PUD-D 360 358 64.550 10/1/2005 9/1/2035 1,016.67 11/1/2005
80013808 Primary Residence Single Family Detached 360 358 35.290 10/1/2005 9/1/2035 1,075.00 11/1/2005
80013810 Primary Residence PUD-D 360 358 58.400 10/1/2005 9/1/2035 946.62 10/1/2005
80013811 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 671.25 11/1/2005
80013812 Primary Residence CL 360 358 69.230 10/1/2005 9/1/2035 1,265.63 11/1/2005
80013813 Primary Residence Single Family Detached 360 358 47.040 10/1/2005 9/1/2035 935.33 11/1/2005
80013814 Xxxxxxx Xxxxxxxxx XXX-X 000 000 73.330 10/1/2005 9/1/2035 2,266.46 11/1/2005
80013815 Primary Residence Single Family Detached 360 358 74.990 10/1/2005 9/1/2035 1,094.78 10/1/2005
80013816 Primary Residence Single Family Detached 360 358 53.200 10/1/2005 9/1/2035 1,316.88 10/1/2005
80013817 Primary Residence Single Family Detached 360 358 50.000 10/1/2005 9/1/2035 1,992.19 11/1/2005
80013819 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 866.33 11/1/2005
80013820 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 645.00 11/1/2005
80013821 Primary Residence PUD-D 360 358 35.710 10/1/2005 9/1/2035 2,015.63 11/1/2005
80013822 Primary Residence Single Family Detached 360 358 68.300 10/1/2005 9/1/2035 1,621.46 10/1/2005
80013823 Primary Residence PUD-D 360 358 65.000 10/1/2005 9/1/2035 1,868.75 10/1/2005
80013824 Primary Residence Single Family Detached 360 358 42.210 10/1/2005 9/1/2035 1,272.70 11/1/2005
80013825 Primary Residence Single Family Detached 360 358 56.180 10/1/2005 9/1/2035 1,916.67 10/1/2005
80013826 Primary Residence Single Family Detached 360 358 68.750 10/1/2005 9/1/2035 2,423.44 10/1/2005
80013827 Primary Residence Single Family Detached 360 358 60.670 10/1/2005 9/1/2035 853.13 10/1/2005
80013828 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 2,939.06 10/1/2005
80013829 Primary Residence PUD-D 360 358 70.000 10/1/2005 9/1/2035 1,552.03 10/1/2005
80013830 Primary Residence PUD-D 360 358 67.150 10/1/2005 9/1/2035 2,055.47 10/1/2005
80013831 Primary Residence PUD 360 358 56.820 10/1/2005 9/1/2035 572.92 11/1/2005
80013833 Primary Residence Single Family Detached 360 358 73.530 10/1/2005 9/1/2035 2,604.17 11/1/2005
80013834 Primary Residence CL 360 358 66.990 10/1/2005 9/1/2035 1,689.06 10/1/2005
80013835 Primary Residence Single Family Detached 360 358 71.540 10/1/2005 9/1/2035 2,731.88 11/1/2005
80013836 Second Home CL 360 358 53.620 10/1/2005 9/1/2035 958.33 10/1/2005
80013837 Primary Residence Condominium 360 358 36.660 10/1/2005 9/1/2035 598.96 10/1/2005
80013838 Primary Residence PUD-D 360 358 75.000 10/1/2005 9/1/2035 2,812.50 10/1/2005
80013839 Primary Residence Condominium 360 358 80.000 10/1/2005 9/1/2035 2,544.21 11/1/2005
80013840 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,968.75 11/1/2005
80013841 Primary Residence Single Family Detached 360 358 57.000 10/1/2005 9/1/2035 1,395.31 10/1/2005
80013842 Primary Residence Single Family Detached 360 358 66.380 10/1/2005 9/1/2035 1,884.90 11/1/2005
80013843 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,725.00 11/1/2005
80013844 Primary Residence Single Family Detached 360 358 79.910 10/1/2005 9/1/2035 1,910.38 10/1/2005
80013845 Primary Residence PUD-D 360 358 58.330 10/1/2005 9/1/2035 2,391.67 11/1/2005
80013846 Primary Residence Single Family Detached 360 358 79.000 10/1/2005 9/1/2035 1,514.17 10/1/2005
80013847 Primary Residence PUD-D 360 358 61.160 10/1/2005 9/1/2035 5,468.74 10/1/2005
80013848 Primary Residence Single Family Detached 360 358 66.300 10/1/2005 9/1/2035 1,461.46 10/1/2005
80013849 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 2,426.30 11/1/2005
80013850 Primary Residence PUD-D 360 358 77.870 10/1/2005 9/1/2035 2,555.00 11/1/2005
80013851 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,054.17 11/1/2005
80013852 Primary Residence PUD-D 360 358 79.850 10/1/2005 9/1/2035 1,270.47 10/1/2005
80013853 Primary Residence Single Family Detached 360 358 74.960 10/1/2005 9/1/2035 2,275.00 11/1/2005
80013854 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,002.92 10/1/2005
80013855 Primary Residence Single Family Detached 360 358 68.290 10/1/2005 9/1/2035 1,855.52 10/1/2005
80013856 Primary Residence PUD-D 360 358 65.580 10/1/2005 9/1/2035 749.06 11/1/2005
80013857 Primary Residence Single Family Detached 360 358 48.390 10/1/2005 9/1/2035 1,101.56 10/1/2005
80013858 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 2,786.88 10/1/2005
80013859 Primary Residence PUD-D 360 358 62.020 10/1/2005 9/1/2035 3,833.33 11/1/2005
80013860 Primary Residence Single Family Detached 360 358 62.000 10/1/2005 9/1/2035 1,550.00 10/1/2005
80013861 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 2,272.89 11/1/2005
80013862 Primary Residence PUD-D 360 358 69.840 10/1/2005 9/1/2035 1,285.00 11/1/2005
80013863 Primary Residence Condominium 360 358 90.000 10/1/2005 9/1/2035 2,115.45 11/1/2005
80013864 Primary Residence CL 360 358 74.470 10/1/2005 9/1/2035 2,126.64 11/1/2005
80013865 Primary Residence PUD-D 360 358 45.820 10/1/2005 9/1/2035 3,500.63 11/1/2005
80013866 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 895.83 11/1/2005
80013867 Primary Residence Single Family Detached 360 358 77.500 10/1/2005 9/1/2035 1,776.04 11/1/2005
80013868 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,916.67 11/1/2005
80013869 Primary Residence Single Family Detached 360 358 49.450 10/1/2005 9/1/2035 3,059.90 11/1/2005
80013870 Primary Residence Condominium Hi-Rise 360 358 80.000 10/1/2005 9/1/2035 1,837.50 11/1/2005
80013997 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,027.00 10/1/2005
80014178 Second Home CL 360 354 80.000 6/1/2005 5/1/2035 838.13 11/1/2005
80014179 Second Home Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,620.50 11/1/2005
80014180 Primary Residence Single Family Detached 360 356 24.080 8/1/2005 7/1/2035 550.78 11/1/2005
80014181 Primary Residence CL 360 357 79.990 9/1/2005 8/1/2035 1,154.54 11/1/2005
80014183 Second Home CL 360 356 80.000 8/1/2005 7/1/2035 2,198.63 11/1/2005
80014184 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,185.00 11/1/2005
80014185 Primary Residence Single Family Detached 360 356 79.240 8/1/2005 7/1/2035 780.85 10/1/2005
80014186 Primary Residence Single Family Detached 360 355 53.010 7/1/2005 6/1/2035 1,250.33 11/1/2005
80014187 Primary Residence PUD 360 357 80.000 9/1/2005 8/1/2035 3,916.67 11/1/2005
80014188 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,080.00 11/1/2005
80014189 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,756.17 11/1/2005
80014190 Second Home PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,730.75 11/1/2005
80014191 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 3,123.26 11/1/2005
80014192 Primary Residence Single Family Detached 360 357 67.380 9/1/2005 8/1/2035 1,121.25 10/1/2005
80014193 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,511.25 10/1/2005
80014194 Primary Residence CL 360 355 80.000 7/1/2005 6/1/2035 1,403.84 10/1/2005
80014195 Primary Residence CL 360 357 47.110 9/1/2005 8/1/2035 851.97 11/1/2005
80014196 Primary Residence Single Family Detached 360 356 54.730 8/1/2005 7/1/2035 725.63 11/1/2005
80014197 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,360.33 11/1/2005
80014201 Primary Residence PUD-D 360 354 37.420 6/1/2005 5/1/2035 1,500.58 11/1/2005
80014204 Second Home CL 360 355 80.000 7/1/2005 6/1/2035 367.50 10/1/2005
80014205 Second Home Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,663.92 10/1/2005
80014207 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 703.33 10/1/2005
80014208 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 801.21 11/1/2005
80014210 Primary Residence Single Family Detached 360 353 80.000 5/1/2005 4/1/2035 1,245.83 10/1/2005
80014211 Second Home Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,796.50 11/1/2005
80014212 Primary Residence Single Family Detached 360 356 79.990 8/1/2005 7/1/2035 877.47 11/1/2005
80014213 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 637.50 10/1/2005
80014215 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 893.91 11/1/2005
80014216 Primary Residence Single Family Detached 360 356 75.000 8/1/2005 7/1/2035 1,050.00 11/1/2005
80014217 Primary Residence Single Family Detached 360 354 79.990 6/1/2005 5/1/2035 1,289.29 10/1/2005
80014218 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 788.59 10/1/2005
80014219 Second Home CL 360 356 45.760 8/1/2005 7/1/2035 1,310.83 11/1/2005
80014220 Investor Property Single Family Detached 360 356 61.540 8/1/2005 7/1/2035 550.00 10/1/2005
80014221 Primary Residence Single Family Detached 360 357 76.060 9/1/2005 8/1/2035 1,237.50 10/1/2005
80014222 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,428.17 11/1/2005
80014223 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,775.67 10/1/2005
80014225 Primary Residence Single Family Detached 360 356 41.710 8/1/2005 7/1/2035 2,555.00 10/1/2005
80014226 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 626.67 11/1/2005
80014227 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 529.83 11/1/2005
80014228 Primary Residence Single Family Detached 360 355 49.320 7/1/2005 6/1/2035 806.25 11/1/2005
80014230 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,725.00 11/1/2005
80014231 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,265.88 11/1/2005
80014232 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,396.50 10/1/2005
80014233 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 561.00 10/1/2005
80014234 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 507.50 11/1/2005
80014235 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,223.71 12/1/2005
80014236 Primary Residence CL 360 357 79.970 9/1/2005 8/1/2035 436.19 11/1/2005
80014237 Primary Residence PUD 360 357 80.000 9/1/2005 8/1/2035 787.13 11/1/2005
80014238 Second Home PUD 360 354 80.000 6/1/2005 5/1/2035 2,544.17 10/1/2005
80014240 Primary Residence Single Family Detached 360 357 33.330 9/1/2005 8/1/2035 547.73 11/1/2005
80014241 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,263.13 11/1/2005
80014243 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,697.50 11/1/2005
80014244 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 1,627.50 10/1/2005
80014246 Primary Residence Single Family Detached 360 357 56.670 9/1/2005 8/1/2035 389.58 10/1/2005
80014247 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,544.17 11/1/2005
80014248 Primary Residence Single Family Detached 360 354 43.720 6/1/2005 5/1/2035 743.75 11/1/2005
80014249 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 1,283.41 11/1/2005
80014250 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 809.82 10/1/2005
80014251 Primary Residence PUD-D 360 355 79.980 7/1/2005 6/1/2035 667.19 11/1/2005
80014252 Second Home Single Family Detached 360 353 80.000 5/1/2005 4/1/2035 1,139.50 11/1/2005
80014253 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 796.17 11/1/2005
80014254 Primary Residence CL 360 354 80.000 6/1/2005 5/1/2035 499.88 11/1/2005
80014255 Xxxxxxx Xxxxxxxxx XXX-X 000 000 73.840 6/1/2005 5/1/2035 2,844.28 11/1/2005
80014256 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 716.67 11/1/2005
80014257 Primary Residence Single Family Detached 360 354 72.660 6/1/2005 5/1/2035 712.71 10/1/2005
80014259 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 487.50 11/1/2005
80014260 Primary Residence PUD-D 360 354 74.570 6/1/2005 5/1/2035 803.91 10/1/2005
80014264 Primary Residence CL 360 354 80.000 6/1/2005 5/1/2035 660.00 10/1/2005
80014265 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,034.00 10/1/2005
80014266 Primary Residence PUD-D 360 355 79.980 7/1/2005 6/1/2035 610.29 10/1/2005
80014267 Primary Residence PUD-D 360 355 72.470 7/1/2005 6/1/2035 986.57 11/1/2005
80014268 Primary Residence CL 360 355 80.000 7/1/2005 6/1/2035 823.27 11/1/2005
80014270 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 895.84 10/1/2005
80014271 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 539.00 11/1/2005
80014272 Primary Residence PUD-D 360 354 79.990 6/1/2005 5/1/2035 558.78 11/1/2005
80014273 Primary Residence Single Family Detached 360 355 77.120 7/1/2005 6/1/2035 2,108.75 10/1/2005
80014274 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,087.50 11/1/2005
80014275 Second Home CL 360 354 80.000 6/1/2005 5/1/2035 837.08 11/1/2005
80014276 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 2,108.75 11/1/2005
80014277 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 766.33 11/1/2005
80014278 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 675.46 11/1/2005
80014279 Primary Residence PUD-D 360 354 79.990 6/1/2005 5/1/2035 731.73 10/1/2005
80014281 Primary Residence PUD-D 360 355 79.980 7/1/2005 6/1/2035 840.88 10/1/2005
80014286 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 835.67 11/1/2005
80014287 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 945.00 11/1/2005
80014288 Primary Residence Single Family Detached 360 355 79.990 7/1/2005 6/1/2035 532.66 11/1/2005
80014289 Primary Residence CL 360 355 80.000 7/1/2005 6/1/2035 525.00 11/1/2005
80014290 Primary Residence Single Family Detached 360 355 79.970 7/1/2005 6/1/2035 1,150.99 10/1/2005
80014291 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 1,063.34 11/1/2005
80014292 Primary Residence PUD-D 360 356 75.000 8/1/2005 7/1/2035 2,626.57 10/1/2005
80014295 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,242.50 11/1/2005
80014296 Primary Residence Condominium Hi-Rise 360 355 79.990 7/1/2005 6/1/2035 705.40 10/1/2005
80014297 Primary Residence PUD-D 360 357 95.000 9/1/2005 8/1/2035 487.67 11/1/2005
80014299 Primary Residence Single Family Detached 360 356 79.990 8/1/2005 7/1/2035 784.94 11/1/2005
80014302 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 584.25 11/1/2005
80014303 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,421.00 10/1/2005
80014304 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,800.00 10/1/2005
80014305 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,500.00 11/1/2005
80014307 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 767.71 11/1/2005
80014308 Second Home CL 360 356 50.500 8/1/2005 7/1/2035 1,767.50 11/1/2005
80014310 Investor Property Single Family Detached 360 357 74.980 9/1/2005 8/1/2035 739.81 11/1/2005
80014311 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 594.30 10/1/2005
80014312 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,084.83 10/1/2005
80014313 Primary Residence Single Family Detached 360 355 33.680 7/1/2005 6/1/2035 684.86 11/1/2005
80014314 Primary Residence CL 360 356 80.000 8/1/2005 7/1/2035 1,084.62 11/1/2005
80014315 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,400.83 11/1/2005
80014317 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 807.54 11/1/2005
80014318 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 865.56 11/1/2005
80014319 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 648.98 11/1/2005
80014320 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 330.88 10/1/2005
80014321 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 745.81 11/1/2005
80014324 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,123.50 10/1/2005
80014325 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 669.67 11/1/2005
80014327 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 712.62 10/1/2005
80014328 Second Home Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 862.50 11/1/2005
80014329 Second Home Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 752.50 11/1/2005
80014330 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,500.00 11/1/2005
80014331 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,482.65 10/1/2005
80014333 Primary Residence PUD 360 356 80.000 8/1/2005 7/1/2035 1,914.50 11/1/2005
80014335 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,959.04 11/1/2005
80014337 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,010.50 11/1/2005
80014339 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 6/1/2005 5/1/2035 688.28 11/1/2005
80014340 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 6/1/2005 5/1/2035 516.07 11/1/2005
80014341 Xxxxxxx Xxxxxxxxx XXX-X 000 000 80.000 7/1/2005 6/1/2035 466.59 10/1/2005
80014342 Second Home Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 913.75 10/1/2005
80014343 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 878.07 11/1/2005
80014344 Primary Residence PUD-D 360 357 65.130 9/1/2005 8/1/2035 2,381.25 10/1/2005
80014345 Second Home CL 360 354 80.000 6/1/2005 5/1/2035 1,124.63 10/1/2005
80014346 Primary Residence Single Family Detached 360 357 63.830 9/1/2005 8/1/2035 6,406.25 12/1/2005
80014347 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,705.00 10/1/2005
80014348 Primary Residence PUD 360 357 69.210 9/1/2005 8/1/2035 1,877.03 11/1/2005
80014349 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 788.33 11/1/2005
80014350 Second Home Single Family Detached 360 354 19.330 6/1/2005 5/1/2035 958.33 11/1/2005
80014351 Second Home Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,260.00 11/1/2005
80014352 Primary Residence PUD-D 360 356 73.330 8/1/2005 7/1/2035 985.42 11/1/2005
80014353 Second Home PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,050.00 10/1/2005
80014354 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,393.33 11/1/2005
80014355 Primary Residence Single Family Detached 360 357 70.420 9/1/2005 8/1/2035 4,583.33 10/1/2005
80014357 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,281.50 10/1/2005
80014358 Primary Residence PUD-D 360 355 79.990 7/1/2005 6/1/2035 766.07 11/1/2005
80014359 Investor Property PUD-A 360 356 75.000 8/1/2005 7/1/2035 395.32 10/1/2005
80014360 Primary Residence PUD-D 360 356 77.630 8/1/2005 7/1/2035 903.44 11/1/2005
80014361 Primary Residence CL 360 357 79.990 9/1/2005 8/1/2035 802.92 11/1/2005
80014362 Primary Residence PUD-D 360 357 73.890 9/1/2005 8/1/2035 1,075.68 10/1/2005
80014363 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,389.50 11/1/2005
80014364 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,013.55 11/1/2005
80014365 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 822.50 11/1/2005
80014366 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,011.34 10/1/2005
80014368 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 833.00 10/1/2005
80014369 Primary Residence Single Family Detached 360 357 30.430 9/1/2005 8/1/2035 465.94 11/1/2005
80014370 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 770.00 10/1/2005
80014371 Primary Residence Single Family Detached 360 356 70.200 8/1/2005 7/1/2035 1,713.73 10/1/2005
80014372 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 633.34 11/1/2005
80014373 Primary Residence PUD-D 360 357 79.990 9/1/2005 8/1/2035 956.24 11/1/2005
80014374 Primary Residence PUD-D 360 357 72.460 9/1/2005 8/1/2035 1,067.29 10/1/2005
80014375 Primary Residence PUD-D 360 357 78.670 9/1/2005 8/1/2035 983.34 10/1/2005
80014376 Investor Property PUD-D 360 356 74.990 8/1/2005 7/1/2035 1,219.46 10/1/2005
80014378 Primary Residence Condominium 360 356 79.990 8/1/2005 7/1/2035 501.22 11/1/2005
80014380 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 542.35 11/1/2005
80014381 Second Home Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 1,945.13 11/1/2005
80014382 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 716.67 11/1/2005
80014387 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,404.04 10/1/2005
80014388 Primary Residence Single Family Detached 360 354 65.000 6/1/2005 5/1/2035 3,659.64 10/1/2005
80014392 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 613.33 10/1/2005
80014394 Primary Residence PUD-D 360 357 79.990 9/1/2005 8/1/2035 1,031.89 11/1/2005
80014396 Primary Residence Single Family Detached 360 357 79.940 9/1/2005 8/1/2035 2,300.83 10/1/2005
80014397 Primary Residence Single Family Detached 360 357 68.910 9/1/2005 8/1/2035 1,751.04 10/1/2005
80014398 Second Home PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,721.25 1/1/2006
80014399 Second Home CL 360 357 74.830 9/1/2005 8/1/2035 735.70 10/1/2005
80014400 Primary Residence CL 360 357 73.170 9/1/2005 8/1/2035 1,312.50 10/1/2005
80014401 Second Home Condominium 360 357 80.000 9/1/2005 8/1/2035 1,740.00 11/1/2005
80014415 Investor Property Condominium 360 355 73.590 7/1/2005 6/1/2035 914.06 10/1/2005
80014416 Primary Residence CL 360 356 67.160 8/1/2005 7/1/2035 873.39 11/1/2005
80014417 Primary Residence Single Family Detached 360 357 78.220 9/1/2005 8/1/2035 2,979.17 10/1/2005
80014418 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 948.00 10/1/2005
80014419 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,067.08 10/1/2005
80014420 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,150.00 10/1/2005
80014422 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 2,952.51 11/1/2005
80014423 Primary Residence Single Family Detached 360 356 71.590 8/1/2005 7/1/2035 3,478.89 10/1/2005
80014424 Primary Residence Single Family Detached 360 357 48.220 9/1/2005 8/1/2035 1,971.10 10/1/2005
80014425 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,597.92 11/1/2005
80014426 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 1,072.97 11/1/2005
80014428 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 674.54 10/1/2005
80014429 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 1,218.75 11/1/2005
80014430 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,635.42 11/1/2005
80014431 Primary Residence 2-4 Family 360 357 78.430 9/1/2005 8/1/2035 4,479.17 11/1/2005
80014434 Primary Residence Condominium 360 357 80.000 9/1/2005 8/1/2035 723.83 10/1/2005
80014443 Primary Residence PUD-D 360 357 79.950 9/1/2005 8/1/2035 1,590.42 11/1/2005
80014444 Primary Residence Single Family Detached 360 356 69.190 8/1/2005 7/1/2035 3,360.00 10/1/2005
80014445 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,660.00 11/1/2005
80014446 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,445.63 11/1/2005
80014447 Primary Residence Single Family Detached 360 357 74.220 9/1/2005 8/1/2035 2,276.04 10/1/2005
80014448 Primary Residence Single Family Detached 360 357 54.140 9/1/2005 8/1/2035 743.75 11/1/2005
80014449 Primary Residence Condominium 360 357 76.200 9/1/2005 8/1/2035 1,911.26 10/1/2005
80014450 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,716.67 10/1/2005
80014451 Primary Residence Single Family Detached 360 357 50.390 9/1/2005 8/1/2035 914.06 10/1/2005
80014452 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,673.47 11/1/2005
80014453 Primary Residence PUD-D 360 357 79.980 9/1/2005 8/1/2035 414.58 11/1/2005
80014454 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,275.42 11/1/2005
80014456 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,078.33 11/1/2005
80014458 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,585.00 11/1/2005
80014459 Primary Residence Condominium Hi-Rise 360 355 90.000 7/1/2005 6/1/2035 1,234.26 11/1/2005
80014463 Primary Residence CL 360 354 55.840 6/1/2005 5/1/2035 1,007.81 11/1/2005
80014464 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,287.17 10/1/2005
80014465 Primary Residence CL 360 355 80.000 7/1/2005 6/1/2035 809.83 11/1/2005
80014467 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,311.88 10/1/2005
80014468 Second Home Condominium Hi-Rise 360 357 75.720 9/1/2005 8/1/2035 1,760.79 10/1/2005
80014469 Primary Residence CL 360 355 80.000 7/1/2005 6/1/2035 921.06 10/1/2005
80014471 Primary Residence Single Family Detached 360 356 76.610 8/1/2005 7/1/2035 1,966.25 11/1/2005
80014472 Primary Residence Single Family Detached 360 355 48.830 7/1/2005 6/1/2035 913.30 11/1/2005
80014475 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,241.44 11/1/2005
80014476 Primary Residence Single Family Detached 360 356 75.950 8/1/2005 7/1/2035 2,875.00 10/1/2005
80014477 Primary Residence CL 360 356 80.000 8/1/2005 7/1/2035 2,199.54 10/1/2005
80014478 Primary Residence PUD 360 356 80.000 8/1/2005 7/1/2035 4,096.58 10/1/2005
80014479 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,500.00 11/1/2005
80014480 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,793.75 11/1/2005
80014481 Primary Residence Single Family Detached 360 356 78.370 8/1/2005 7/1/2035 2,291.67 11/1/2005
80014482 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 1,092.00 11/1/2005
80014483 Primary Residence Single Family Detached 360 356 69.360 8/1/2005 7/1/2035 2,275.78 11/1/2005
80014484 Primary Residence CL 360 356 80.000 8/1/2005 7/1/2035 451.51 11/1/2005
80014485 Primary Residence Single Family Detached 360 356 77.230 8/1/2005 7/1/2035 2,953.13 11/1/2005
80014487 Second Home PUD-D 360 356 79.990 8/1/2005 7/1/2035 1,809.14 11/1/2005
80014488 Second Home Single Family Detached 360 357 42.150 9/1/2005 8/1/2035 545.56 11/1/2005
80014489 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 569.98 11/1/2005
80014490 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 1,036.19 11/1/2005
80014491 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 342.83 10/1/2005
80014492 Primary Residence PUD-D 360 357 35.700 9/1/2005 8/1/2035 599.38 11/1/2005
80014493 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,430.00 10/1/2005
80014495 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 933.33 10/1/2005
80014496 Primary Residence Single Family Detached 360 357 79.230 9/1/2005 8/1/2035 1,007.81 10/1/2005
80014498 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 608.17 10/1/2005
80014499 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,970.00 11/1/2005
80014500 Primary Residence Single Family Detached 360 357 70.000 9/1/2005 8/1/2035 2,593.99 10/1/2005
80014502 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,449.17 10/1/2005
80014503 Primary Residence Single Family Detached 360 357 63.750 9/1/2005 8/1/2035 3,426.56 11/1/2005
80014504 Primary Residence Single Family Detached 360 357 75.650 9/1/2005 8/1/2035 1,993.75 11/1/2005
80014505 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,210.00 10/1/2005
80014507 Primary Residence Single Family Detached 360 357 68.420 9/1/2005 8/1/2035 2,911.46 10/1/2005
80014509 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,362.50 10/1/2005
80014511 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,394.33 11/1/2005
80014512 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 870.75 11/1/2005
80014513 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 2,226.00 10/1/2005
80014514 Primary Residence Single Family Detached 360 356 73.110 8/1/2005 7/1/2035 2,129.69 10/1/2005
80014515 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,230.00 10/1/2005
80014517 Second Home CL 360 357 80.000 9/1/2005 8/1/2035 1,487.50 11/1/2005
80014518 Primary Residence Single Family Detached 360 357 78.620 9/1/2005 8/1/2035 2,395.31 11/1/2005
80014519 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 803.00 10/1/2005
80014520 Primary Residence PUD-D 360 357 78.910 9/1/2005 8/1/2035 2,597.92 11/1/2005
80014523 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,162.50 10/1/2005
80014524 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 2,083.10 11/1/2005
80014526 Primary Residence PUD-D 360 357 77.960 9/1/2005 8/1/2035 2,383.33 11/1/2005
80014527 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,421.25 10/1/2005
80014528 Primary Residence Single Family Detached 360 357 77.070 9/1/2005 8/1/2035 2,588.96 11/1/2005
80014529 Primary Residence CL 360 357 75.000 9/1/2005 8/1/2035 1,671.09 11/1/2005
80014530 Primary Residence Condominium Hi-Rise 360 357 80.000 9/1/2005 8/1/2035 892.50 10/1/2005
80014532 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 1,742.50 11/1/2005
80014533 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,103.18 11/1/2005
80014534 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 609.64 11/1/2005
80014535 Primary Residence PUD-A 360 357 79.990 9/1/2005 8/1/2035 1,679.36 10/1/2005
80014536 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 2,024.58 10/1/2005
80014537 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 526.67 11/1/2005
80014538 Primary Residence Single Family Detached 360 357 68.750 9/1/2005 8/1/2035 2,371.88 10/1/2005
80014539 Primary Residence PUD-D 360 357 74.900 9/1/2005 8/1/2035 842.08 10/1/2005
80014540 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 1,850.00 11/1/2005
80014541 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,388.54 10/1/2005
80014542 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 830.62 11/1/2005
80014543 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 828.00 11/1/2005
80014544 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,149.76 11/1/2005
80014545 Investor Property Single Family Detached 360 357 75.000 9/1/2005 8/1/2035 628.91 10/1/2005
FIRST RATE CURRENT
DOCUMENTATION APPRAISAL FREQUENCY INTEREST INITIAL PERIODIC LIFE GROSS
LOANID PURPOSE TYPE VALUE CHANGE DATE RATE CAP CAP CAP MARGIN
80013499 Purchase Full 275,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80013501 Purchase Full 310,000.00 7/1/2010 6.000 5.000 2.000 5.000 2.250
80013502 Rate/Term Refi Full 215,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80013506 Purchase Full 660,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.750
80013507 Purchase Full 675,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80013508 Purchase Full 1,950,000.00 7/1/2010 6.000 5.000 2.000 5.000 2.250
80013509 Purchase Full 256,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80013513 Purchase Stated Income/Assets Verified 250,000.00 8/1/2010 5.875 5.000 2.000 5.000 2.250
80013514 Purchase Full 285,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013515 Purchase Full 530,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013516 Purchase Full 305,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013519 Cashout Refi Full 575,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80013520 Cashout Refi Full 910,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80013522 Purchase Full 436,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80013524 Purchase Stated Income/Assets Verified 315,000.00 7/1/2010 6.250 5.000 2.000 5.000 2.250
80013525 Purchase Full 1,115,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013528 Purchase Full 690,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013530 Purchase Full 895,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013531 Purchase Full 610,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013533 Purchase Full 634,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013534 Purchase Full 384,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80013536 Purchase Full 1,000,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013537 Purchase Full 2,350,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80013538 Rate/Term Refi Stated Income/Assets Verified 525,000.00 7/1/2010 6.000 5.000 2.000 5.000 2.250
80013539 Purchase Stated Income/Assets Verified 990,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013542 Purchase Full 197,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80013544 Purchase Full 340,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013545 Cashout Refi Stated Income/Assets Verified 425,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80013547 Purchase Full 365,000.00 7/1/2010 6.375 5.000 2.000 5.000 2.250
80013548 Purchase Full 332,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80013549 Rate/Term Refi Full 860,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80013551 Purchase Full 475,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013552 Rate/Term Refi Full 1,250,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013554 Purchase Full 481,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013558 Purchase Full 565,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013559 Cashout Refi Full 198,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80013560 Cashout Refi Stated Income/Assets Verified 1,706,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80013563 Purchase Stated Income/Assets Verified 485,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013565 Purchase Full 225,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013567 Purchase Full 528,000.00 7/1/2010 4.500 5.000 2.000 5.000 2.250
80013569 Purchase Full 525,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013570 Purchase Full 1,100,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80013571 Rate/Term Refi Full 1,745,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013572 Purchase Full 990,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80013580 Rate/Term Refi Stated Income/Assets Verified 2,000,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013581 Cashout Refi Full 536,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80013582 Cashout Refi Stated Income/Assets Verified 420,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013583 Purchase Stated Income/Assets Verified 630,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80013588 Cashout Refi Stated Income/Assets Verified 713,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80013589 Rate/Term Refi Stated Income/Assets Verified 603,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80013590 Purchase Full 1,790,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80013594 Purchase Stated Income/Assets Verified 140,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013598 Cashout Refi Stated Income/Assets Verified 480,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80013603 Purchase Full 640,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80013606 Rate/Term Refi Stated Income/Assets Verified 684,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013607 Cashout Refi Stated Income/Assets Verified 280,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80013608 Cashout Refi Stated Income/Assets Verified 570,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80013609 Rate/Term Refi Stated Income/Assets Verified 1,400,000.00 7/1/2010 6.125 5.000 2.000 5.000 2.250
80013611 Purchase Stated Income/Assets Verified 835,000.00 7/1/2010 6.375 5.000 2.000 5.000 2.250
80013613 Cashout Refi Stated Income/Assets Verified 540,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80013615 Cashout Refi Full 594,000.00 8/1/2010 5.875 5.000 2.000 5.000 2.250
80013616 Rate/Term Refi Stated Income/Assets Verified 750,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013617 Purchase Stated Income/Assets Verified 510,000.00 8/1/2010 4.875 5.000 2.000 5.000 2.250
80013618 Cashout Refi Full 485,000.00 8/1/2010 6.000 5.000 2.000 5.000 2.250
80013619 Cashout Refi Full 381,600.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80013623 Purchase Full 1,150,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80013624 Purchase Stated Income/Assets Verified 725,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80013625 Purchase Full 1,275,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013626 Cashout Refi Full 545,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80013630 Cashout Refi Stated Income/Assets Verified 530,000.00 8/1/2010 6.000 5.000 2.000 5.000 2.250
80013633 Cashout Refi Stated Income/Assets Verified 690,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80013726 Purchase Full 540,000.00 9/1/2010 4.875 5.000 2.000 5.000 2.250
80013727 Rate/Term Refi Full 441,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013728 Purchase Full 240,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013729 Purchase Full 430,000.00 6/1/2010 5.000 5.000 2.000 5.000 2.250
80013730 Purchase Full 640,500.00 6/1/2009 5.375 5.000 2.000 5.000 2.250
80013731 Purchase Full 300,000.00 9/1/2010 5.000 5.000 2.000 5.000 2.250
80013732 Cashout Refi Stated Income/Assets Verified 500,000.00 9/1/2010 5.250 5.000 2.000 5.000 2.250
80013733 Cashout Refi Stated Income/Assets Verified 530,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013734 Purchase Full 695,000.00 7/1/2010 6.625 5.000 2.000 5.000 2.250
80013735 Purchase Full 1,275,000.00 8/1/2010 6.625 5.000 2.000 5.000 2.250
80013736 Rate/Term Refi Full 550,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80013738 Purchase Full 316,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013739 Purchase Full 950,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013740 Purchase Full 305,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013741 Purchase Full 624,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013742 Rate/Term Refi Full 1,800,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013743 Cashout Refi Full 1,800,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013744 Purchase Full 538,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013746 Purchase Full 422,000.00 6/1/2010 6.000 5.000 2.000 5.000 2.250
80013747 Rate/Term Refi Stated Income/Assets Verified 1,010,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013748 Purchase Full 360,000.00 9/1/2010 5.000 5.000 2.000 5.000 2.250
80013749 Cashout Refi Full 135,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013750 Purchase Full 200,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013751 Purchase Stated Income/Assets Verified 950,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013752 Purchase Full 662,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013753 Purchase Full 752,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80013754 Purchase Stated Income/Assets Verified 1,200,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013755 Purchase Full 1,460,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80013756 Purchase Stated Income/Assets Verified 900,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013757 Purchase Stated Income/Assets Verified 2,750,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013758 Rate/Term Refi Stated Income/Assets Verified 750,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013759 Cashout Refi Full 381,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013760 Rate/Term Refi Full 925,000.00 9/1/2010 5.250 5.000 2.000 5.000 2.250
80013761 Purchase Full 317,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013762 Purchase Full 665,000.00 9/1/2010 5.125 5.000 2.000 5.000 2.250
80013763 Cashout Refi Full 1,139,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013764 Purchase Full 850,000.00 9/1/2010 4.500 5.000 2.000 5.000 2.250
80013766 Purchase Stated Income/Assets Verified 250,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013767 Purchase Full 580,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013768 Rate/Term Refi Full 270,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013769 Rate/Term Refi Full 810,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013770 Rate/Term Refi Full 180,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80013771 Cashout Refi Stated Income/Assets Verified 825,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013772 Rate/Term Refi Full 712,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013773 Purchase Full 311,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013774 Purchase Full 550,000.00 9/1/2010 5.250 5.000 2.000 5.000 2.250
80013775 Cashout Refi Full 454,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013776 Purchase Full 337,500.00 9/1/2010 4.750 5.000 2.000 5.000 2.250
80013777 Purchase Full 344,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013778 Purchase Stated Income/Assets Verified 675,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013779 Purchase Full 285,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013780 Purchase Full 1,175,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013781 Rate/Term Refi Full 565,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013782 Cashout Refi Full 850,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013783 Rate/Term Refi Full 525,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013784 Purchase Stated Income/Assets Verified 770,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013785 Cashout Refi Full 388,000.00 9/1/2010 5.125 5.000 2.000 5.000 2.250
80013786 Cashout Refi Stated Income/Assets Verified 380,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013787 Purchase Stated Income/Assets Verified 185,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013788 Purchase Full 625,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013789 Cashout Refi Full 360,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013790 Rate/Term Refi Full 191,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013791 Cashout Refi Full 565,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013792 Purchase Full 1,150,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013793 Cashout Refi Full 979,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013794 Purchase Full 950,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013795 Purchase Stated Income/Assets Verified 320,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013796 Cashout Refi Full 300,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013797 Purchase Stated Income/Assets Verified 344,000.00 9/1/2010 6.375 5.000 2.000 5.000 2.250
80013798 Cashout Refi Full 272,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013799 Cashout Refi Stated Income/Assets Verified 470,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013800 Cashout Refi Full 975,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013801 Cashout Refi Stated Income/Assets Verified 475,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013802 Purchase Full 865,000.00 9/1/2010 6.375 5.000 2.000 5.000 2.250
80013803 Rate/Term Refi Stated Income/Assets Verified 900,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013804 Purchase Stated Income/Assets Verified 680,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013805 Purchase Full 675,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013806 Purchase Full 597,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013807 Rate/Term Refi Full 378,000.00 9/1/2010 5.000 5.000 2.000 5.000 2.250
80013808 Cashout Refi Full 680,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013810 Rate/Term Refi Stated Income/Assets Verified 389,000.00 9/1/2010 5.000 5.000 2.000 5.000 2.250
80013811 Purchase Full 180,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013812 Purchase Full 390,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013813 Cashout Refi Stated Income/Assets Verified 415,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013814 Rate/Term Refi Stated Income/Assets Verified 690,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013815 Cashout Refi Stated Income/Assets Verified 243,500.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013816 Cashout Refi Full 485,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013817 Purchase Full 910,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013819 Purchase Full 227,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013820 Cashout Refi Full 172,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013821 Rate/Term Refi Full 1,260,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013822 Rate/Term Refi Full 530,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013823 Cashout Refi Stated Income/Assets Verified 600,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013824 Rate/Term Refi Full 531,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013825 Cashout Refi Stated Income/Assets Verified 712,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013826 Cashout Refi Stated Income/Assets Verified 720,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013827 Rate/Term Refi Stated Income/Assets Verified 300,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013828 Purchase Stated Income/Assets Verified 836,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013829 Cashout Refi Full 495,000.00 9/1/2010 5.375 5.000 2.000 5.000 2.250
80013830 Cashout Refi Full 653,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013831 Cashout Refi Full 220,000.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013833 Cashout Refi Stated Income/Assets Verified 680,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013834 Rate/Term Refi Full 515,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013835 Cashout Refi Full 780,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013836 Purchase Stated Income/Assets Verified 373,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013837 Purchase Full 345,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013838 Cashout Refi Full 800,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013839 Purchase Full 693,888.00 9/1/2010 5.500 5.000 2.000 5.000 2.250
80013840 Purchase Stated Income/Assets Verified 525,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013841 Cashout Refi Stated Income/Assets Verified 500,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013842 Cashout Refi Full 580,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013843 Purchase Stated Income/Assets Verified 460,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013844 Cashout Refi Full 450,000.00 9/1/2010 6.375 5.000 2.000 5.000 2.250
80013845 Rate/Term Refi Full 960,000.00 9/1/2010 5.125 5.000 2.000 5.000 2.250
80013846 Rate/Term Refi Stated Income/Assets Verified 400,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013847 Purchase Stated Income/Assets Verified 1,695,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013848 Cashout Refi Full 460,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013849 Cashout Refi Stated Income/Assets Verified 605,000.00 9/1/2010 6.875 5.000 2.000 5.000 2.250
80013850 Cashout Refi Full 750,000.00 9/1/2010 5.250 5.000 2.000 5.000 2.250
80013851 Purchase Stated Income/Assets Verified 253,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013852 Rate/Term Refi Full 325,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013853 Cashout Refi Full 607,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013854 Purchase Full 528,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013855 Rate/Term Refi Stated Income/Assets Verified 555,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013856 Cashout Refi Full 215,000.00 9/1/2010 6.375 5.000 2.000 5.000 2.250
80013857 Cashout Refi Stated Income/Assets Verified 465,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013858 Purchase Stated Income/Assets Verified 910,000.00 9/1/2010 5.250 5.000 2.000 5.000 2.250
80013859 Purchase Stated Income/Assets Verified 1,290,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013860 Cashout Refi Stated Income/Assets Verified 500,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013861 Purchase Stated Income/Assets Verified 625,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013862 Cashout Refi Full 368,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013863 Purchase Full 473,000.00 9/1/2010 6.000 5.000 2.000 5.000 2.250
80013864 Purchase Stated Income/Assets Verified 470,000.00 9/1/2010 6.125 5.000 2.000 5.000 2.250
80013865 Rate/Term Refi Stated Income/Assets Verified 1,630,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013866 Purchase Full 216,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013867 Rate/Term Refi Stated Income/Assets Verified 440,000.00 9/1/2010 6.250 5.000 2.000 5.000 2.250
80013868 Purchase Full 500,000.00 9/1/2010 5.750 5.000 2.000 5.000 2.250
80013869 Cashout Refi Stated Income/Assets Verified 1,264,000.00 9/1/2010 5.875 5.000 2.000 5.000 2.250
80013870 Purchase Stated Income/Assets Verified 490,000.00 9/1/2010 5.625 5.000 2.000 5.000 2.250
80013997 Cashout Refi Full 237,000.00 9/1/2010 6.500 5.000 2.000 5.000 2.250
80014178 Purchase Full 224,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014179 Purchase Full 463,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014180 Cashout Refi Full 488,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80014181 Purchase Full 315,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014183 Purchase Full 645,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014184 Purchase Stated Income/Assets Verified 580,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80014185 Cashout Refi Full 220,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014186 Cashout Refi Full 515,000.00 6/1/2010 5.500 5.000 2.000 5.000 2.250
80014187 Purchase Full 1,182,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014188 Purchase Full 625,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014189 Purchase Full 515,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014190 Purchase Full 495,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014191 Purchase Full 750,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014192 Cashout Refi Full 355,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014193 Purchase Full 720,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014194 Purchase Full 285,000.00 6/1/2010 6.250 5.000 2.000 5.000 2.250
80014195 Purchase Stated Income/Assets Verified 450,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014196 Rate/Term Refi Full 296,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014197 Purchase Full 380,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014201 Rate/Term Refi Full 875,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014204 Purchase Full 105,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014205 Purchase Full 495,000.00 6/1/2010 5.125 5.000 2.000 5.000 2.250
80014207 Purchase Full 212,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014208 Purchase Full 234,500.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014210 Rate/Term Refi Full 325,000.00 4/1/2010 5.750 5.000 2.000 5.000 2.250
80014211 Purchase Full 800,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014212 Purchase Full 255,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014213 Purchase Full 172,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014215 Purchase Full 244,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014216 Cashout Refi Full 320,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014217 Purchase Full 352,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014218 Purchase Full 227,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014219 Rate/Term Refi Full 625,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014220 Purchase Full 197,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.625
80014221 Cashout Refi Full 355,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014222 Purchase Full 418,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014223 Purchase Full 760,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014225 Cashout Refi Full 1,400,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014226 Purchase Full 190,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014227 Purchase Full 145,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014228 Purchase Full 379,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014230 Purchase Full 465,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014231 Purchase Full 370,500.00 5/1/2010 5.125 5.000 2.000 5.000 2.250
80014232 Purchase Full 410,000.00 5/1/2010 5.250 5.000 2.000 5.000 2.250
80014233 Purchase Full 153,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014234 Purchase Full 145,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014235 Purchase Full 341,500.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014236 Purchase Full 125,500.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014237 Purchase Full 209,900.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014238 Purchase Full 720,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014240 Cashout Refi Full 315,000.00 8/1/2010 4.750 5.000 2.000 5.000 2.250
80014241 Purchase Full 352,500.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014243 Purchase Full 505,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014244 Purchase Full 475,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014246 Cashout Refi Full 150,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014247 Purchase Full 710,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014248 Purchase Full 400,000.00 5/1/2010 5.250 5.000 2.000 5.000 2.250
80014249 Purchase Full 372,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014250 Purchase Full 235,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014251 Purchase Full 192,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014252 Purchase Full 320,000.00 4/1/2010 5.375 5.000 2.000 5.000 2.250
80014253 Purchase Full 225,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014254 Purchase Full 142,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014255 Purchase Full 860,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014256 Purchase Full 205,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014257 Rate/Term Refi Full 214,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014259 Purchase Full 130,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014260 Cashout Refi Full 230,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014264 Purchase Full 180,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014265 Rate/Term Refi Full 264,000.00 5/1/2010 5.875 5.000 2.000 5.000 2.250
80014266 Purchase Full 171,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014267 Purchase Full 325,000.00 6/1/2010 5.125 5.000 2.000 5.000 2.250
80014268 Purchase Full 196,000.00 6/1/2010 5.125 5.000 2.000 5.000 2.250
80014270 Purchase Full 279,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014271 Rate/Term Refi Full 147,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014272 Purchase Full 172,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014273 Cashout Refi Full 625,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014274 Purchase Full 295,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014275 Purchase Full 245,000.00 5/1/2010 5.125 5.000 2.000 5.000 2.250
80014276 Purchase Full 603,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014277 Purchase Full 214,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014278 Purchase Full 195,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014279 Purchase Full 201,000.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014281 Purchase Full 242,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014286 Purchase Stated Income/Assets Verified 218,000.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014287 Purchase Full 271,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014288 Purchase Full 153,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014289 Purchase Full 157,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014290 Rate/Term Refi Full 337,000.00 6/1/2010 5.125 5.000 2.000 5.000 2.250
80014291 Purchase Full 325,000.00 6/1/2010 5.000 5.000 2.000 5.000 2.250
80014292 Purchase Full 845,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014295 Purchase Full 365,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014296 Purchase Full 173,000.00 6/1/2010 6.125 5.000 2.000 5.000 2.250
80014297 Purchase Full 125,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014299 Purchase Full 258,000.00 7/1/2010 4.750 5.000 2.000 5.000 2.250
80014302 Purchase Full 172,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014303 Cashout Refi Full 406,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014304 Purchase Full 550,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014305 Rate/Term Refi Full 750,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014307 Purchase Full 241,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014308 Rate/Term Refi Full 800,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014310 Purchase Full 226,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.625
80014311 Purchase Full 170,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80014312 Purchase Full 284,000.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014313 Rate/Term Refi Full 454,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014314 Purchase Full 249,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014315 Cashout Refi Full 410,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014317 Purchase Full 185,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014318 Purchase Full 185,400.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014319 Purchase Full 143,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014320 Purchase Full 75,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014321 Purchase Full 168,825.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014324 Purchase Full 330,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014325 Purchase Full 196,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014327 Purchase Full 194,600.00 5/1/2010 5.500 5.000 2.000 5.000 2.250
80014328 Purchase Full 225,000.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014329 Purchase Full 215,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014330 Cashout Refi Full 400,000.00 6/1/2010 5.625 5.000 2.000 5.000 2.250
80014331 Purchase Full 457,000.00 8/1/2010 4.875 5.000 2.000 5.000 2.250
80014333 Purchase Full 558,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014335 Purchase Full 540,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014337 Purchase Full 291,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014339 Purchase Full 144,000.00 5/1/2010 6.000 5.000 2.000 5.000 2.250
80014340 Purchase Full 111,000.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014341 Purchase Full 100,000.00 6/1/2010 5.875 5.000 2.000 5.000 2.250
80014342 Purchase Full 255,000.00 5/1/2010 5.375 5.000 2.000 5.000 2.250
80014343 Purchase Full 257,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014344 Cashout Refi Full 780,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014345 Purchase Full 299,900.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014346 Purchase Full 2,400,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014347 Purchase Full 465,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014348 Rate/Term Refi Full 635,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014349 Purchase Full 221,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014350 Purchase Full 1,100,000.00 5/1/2010 5.750 5.000 2.000 5.000 2.250
80014351 Purchase Full 373,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014352 Cashout Refi Full 300,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014353 Purchase Full 300,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014354 Cashout Refi Full 380,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014355 Purchase Full 1,420,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014357 Purchase Full 349,500.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014358 Purchase Full 219,000.00 6/1/2010 5.250 5.000 2.000 5.000 2.250
80014359 Purchase Full 115,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.625
80014360 Rate/Term Refi Full 266,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014361 Purchase Full 240,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014362 Cashout Refi Full 325,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014363 Cashout Refi Full 397,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014364 Purchase Full 227,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014365 Purchase Full 260,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014366 Rate/Term Refi Full 296,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014368 Rate/Term Refi Full 238,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014369 Cashout Refi Full 350,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014370 Purchase Full 231,000.00 7/1/2010 5.000 5.000 2.000 5.000 2.250
80014371 Cashout Refi Stated Income/Assets Verified 545,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014372 Purchase Full 199,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014373 Purchase Full 280,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014374 Purchase Full 345,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014375 Cashout Refi Full 300,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014376 Purchase Full 374,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.625
80014378 Purchase Full 140,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014380 Purchase Full 167,000.00 8/1/2010 4.875 5.000 2.000 5.000 2.250
80014381 Purchase Full 556,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014382 Purchase Full 215,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014387 Purchase Full 500,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014388 Purchase Full 1,150,000.00 5/1/2010 5.875 5.000 2.000 5.000 2.250
80014392 Purchase Full 162,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80014394 Purchase Full 300,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014396 Rate/Term Refi Full 628,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014397 Cashout Refi Full 595,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014398 Purchase Full 459,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014399 Purchase Full 219,500.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014400 Cashout Refi Full 410,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014401 Purchase Full 435,000.00 8/1/2010 6.000 5.000 2.000 5.000 2.250
80014415 Purchase Full 264,990.00 6/1/2010 5.625 5.000 2.000 5.000 2.625
80014416 Purchase Full 307,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014417 Rate/Term Refi Full 831,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014418 Purchase Full 285,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014419 Purchase Full 612,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014420 Cashout Refi Full 300,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80014422 Purchase Stated Income/Assets Verified 650,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014423 Cashout Refi Full 880,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014424 Rate/Term Refi Full 730,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014425 Cashout Refi Full 725,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014426 Purchase Full 309,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014428 Purchase Full 149,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014429 Purchase Stated Income/Assets Verified 325,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014430 Purchase Full 565,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014431 Purchase Full 1,275,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014434 Purchase Full 202,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014443 Rate/Term Refi Full 434,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014444 Rate/Term Refi Full 1,110,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014445 Purchase Full 760,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014446 Purchase Full 682,500.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014447 Cashout Refi Full 640,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014448 Cashout Refi Full 314,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014449 Rate/Term Refi Full 560,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014450 Rate/Term Refi Full 515,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014451 Cashout Refi Full 387,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014452 Purchase Full 478,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014453 Purchase Full 127,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014454 Purchase Full 635,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014456 Rate/Term Refi Full 580,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014458 Purchase Full 711,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014459 Purchase Full 235,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80014463 Purchase Full 385,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014464 Purchase Full 291,000.00 5/1/2010 5.625 5.000 2.000 5.000 2.250
80014465 Purchase Full 226,000.00 6/1/2010 5.375 5.000 2.000 5.000 2.250
80014467 Purchase Full 281,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80014468 Rate/Term Refi Full 475,000.00 8/1/2010 5.875 5.000 2.000 5.000 2.250
80014469 Rate/Term Refi Full 200,000.00 6/1/2010 5.625 5.000 2.000 5.000 2.250
80014471 Cashout Refi Full 560,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014472 Purchase Full 322,000.00 6/1/2010 5.750 5.000 2.000 5.000 2.250
80014475 Purchase Full 285,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014476 Rate/Term Refi Full 790,000.00 7/1/2010 5.750 5.000 2.000 5.000 2.250
80014477 Purchase Full 610,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014478 Purchase Full 1,200,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014479 Cashout Refi Full 400,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014480 Rate/Term Refi Full 525,000.00 7/1/2010 5.125 5.000 2.000 5.000 2.250
80014481 Purchase Full 639,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014482 Purchase Full 312,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014483 Cashout Refi Full 700,000.00 7/1/2010 5.625 5.000 2.000 5.000 2.250
80014484 Purchase Full 126,003.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014485 Rate/Term Refi Full 874,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014487 Purchase Full 505,000.00 7/1/2010 5.375 5.000 2.000 5.000 2.250
80014488 Rate/Term Refi Full 289,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014489 Purchase Full 132,900.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014490 Purchase Full 230,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014491 Purchase Full 94,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014492 Purchase Full 389,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014493 Purchase Full 390,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014495 Purchase Full 280,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014496 Cashout Refi Full 284,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014498 Cashout Refi Full 178,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014499 Purchase Stated Income/Assets Verified 810,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014500 Cashout Refi Stated Income/Assets Verified 635,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014502 Purchase Stated Income/Assets Verified 370,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80014503 Rate/Term Refi Full 1,200,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014504 Cashout Refi Full 575,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014505 Cashout Refi Full 680,000.00 8/1/2010 4.875 5.000 2.000 5.000 2.250
80014507 Rate/Term Refi Full 950,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014509 Cashout Refi Full 675,000.00 7/1/2010 5.250 5.000 2.000 5.000 2.250
80014511 Purchase Full 657,000.00 7/1/2010 5.500 5.000 2.000 5.000 2.250
80014512 Purchase Full 243,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014513 Cashout Refi Full 636,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014514 Cashout Refi Full 595,000.00 7/1/2010 5.875 5.000 2.000 5.000 2.250
80014515 Rate/Term Refi Full 360,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014517 Purchase Full 425,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014518 Rate/Term Refi Full 650,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014519 Purchase Full 219,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014520 Purchase Full 735,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014523 Purchase Full 320,000.00 8/1/2010 5.625 5.000 2.000 5.000 2.250
80014524 Purchase Full 465,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014526 Cashout Refi Full 667,000.00 8/1/2010 5.500 5.000 2.000 5.000 2.250
80014527 Purchase Full 745,000.00 8/1/2010 4.875 5.000 2.000 5.000 2.250
80014528 Cashout Refi Full 750,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014529 Cashout Refi Stated Income/Assets Verified 465,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014530 Purchase Full 262,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014532 Cashout Refi Full 510,000.00 8/1/2010 5.125 5.000 2.000 5.000 2.250
80014533 Purchase Full 230,000.00 8/1/2010 6.000 5.000 2.000 5.000 2.250
80014534 Purchase Full 138,000.00 8/1/2010 5.250 5.000 2.000 5.000 2.250
80014535 Purchase Full 380,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014536 Cashout Refi Full 565,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014537 Purchase Full 162,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014538 Cashout Refi Full 720,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014539 Rate/Term Refi Full 251,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014540 Purchase Full 555,000.00 8/1/2010 5.000 5.000 2.000 5.000 2.250
80014541 Rate/Term Refi Full 387,500.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014542 Purchase Full 232,000.00 8/1/2010 5.375 5.000 2.000 5.000 2.250
80014543 Purchase Full 216,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014544 Purchase Full 300,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.250
80014545 Purchase Full 177,000.00 8/1/2010 5.750 5.000 2.000 5.000 2.625
DATE
OF ORIGINAL
LOANID ORIGINATION FICO
80013499 7/7/2005 765
80013501 6/30/2005 713
80013502 7/5/2005 717
80013506 7/1/2005 795
80013507 7/6/2005 716
80013508 6/30/2005 774
80013509 6/23/2005 768
80013513 6/23/2005 688
80013514 7/1/2005 786
80013515 7/1/2005 702
80013516 6/13/2005 753
80013519 5/4/2005 638
80013520 6/30/2005 665
80013522 7/1/2005 719
80013524 6/30/2005 672
80013525 6/30/2005 636
80013528 6/30/2005 693
80013530 7/1/2005 792
80013531 6/30/2005 753
80013533 6/30/2005 759
80013534 6/30/2005 734
80013536 6/30/2005 738
80013537 7/1/2005 670
80013538 6/21/2005 761
80013539 6/20/2005 735
80013542 7/5/2005 754
80013544 7/5/2005 787
80013545 6/21/2005 683
80013547 6/21/2005 797
80013548 7/1/2005 719
80013549 6/23/2005 662
80013551 6/30/2005 786
80013552 5/31/2005 750
80013554 6/30/2005 732
80013558 6/28/2005 759
80013559 6/29/2005 725
80013560 6/29/2005 681
80013563 6/30/2005 758
80013565 6/30/2005 758
80013567 6/30/2005 751
80013569 7/27/2005 768
80013570 7/6/2005 663
80013571 6/30/2005 798
80013572 6/30/2005 694
80013580 6/29/2005 791
80013581 6/29/2005 733
80013582 7/1/2005 711
80013583 6/27/2005 737
80013588 6/29/2005 662
80013589 6/20/2005 707
80013590 6/30/2005 784
80013594 6/23/2005 672
80013598 6/27/2005 669
80013603 6/29/2005 800
80013606 6/17/2005 699
80013607 7/5/2005 712
80013608 6/28/2005 707
80013609 6/29/2005 680
80013611 6/28/2005 686
80013613 6/27/2005 741
80013615 6/29/2005 757
80013616 6/27/2005 664
80013617 7/1/2005 770
80013618 7/6/2005 627
80013619 6/30/2005 726
80013623 7/1/2005 695
80013624 6/23/2005 686
80013625 6/29/2005 663
80013626 6/27/2005 655
80013630 7/6/2005 682
80013633 6/27/2005 729
80013726 8/15/2005 746
80013727 8/10/2005 749
80013728 8/12/2005 750
80013729 5/3/2005 670
80013730 5/20/2004 783
80013731 8/12/2005 755
80013732 8/15/2005 683
80013733 8/12/2005 695
80013734 8/13/2005 790
80013735 8/6/2005 786
80013736 6/23/2005 669
80013738 8/15/2005 733
80013739 8/15/2005 791
80013740 8/16/2005 671
80013741 8/12/2005 749
80013742 8/12/2005 738
80013743 8/15/2005 680
80013744 8/18/2005 782
80013746 5/25/2005 714
80013747 8/17/2005 721
80013748 8/18/2005 744
80013749 8/18/2005 764
80013750 8/16/2005 781
80013751 8/4/2005 722
80013752 8/10/2005 645
80013753 7/15/2005 750
80013754 8/12/2005 733
80013755 7/29/2005 801
80013756 8/11/2005 678
80013757 8/15/2005 657
80013758 8/5/2005 723
80013759 8/16/2005 692
80013760 8/11/2005 723
80013761 8/15/2005 724
80013762 8/12/2005 768
80013763 8/15/2005 743
80013764 8/15/2005 786
80013766 8/11/2005 742
80013767 8/17/2005 685
80013768 8/9/2005 707
80013769 8/10/2005 800
80013770 7/22/2005 738
80013771 8/11/2005 726
80013772 8/17/2005 760
80013773 8/15/2005 744
80013774 8/15/2005 761
80013775 8/8/2005 712
80013776 8/12/2005 719
80013777 8/12/2005 790
80013778 8/5/2005 711
80013779 8/17/2005 784
80013780 8/15/2005 796
80013781 8/8/2005 729
80013782 8/11/2005 701
80013783 8/15/2005 757
80013784 8/4/2005 760
80013785 8/11/2005 752
80013786 8/11/2005 722
80013787 8/12/2005 804
80013788 8/12/2005 731
80013789 8/12/2005 725
80013790 8/16/2005 717
80013791 8/9/2005 641
80013792 8/12/2005 726
80013793 8/10/2005 755
80013794 8/11/2005 803
80013795 8/2/2005 697
80013796 8/10/2005 653
80013797 8/10/2005 689
80013798 8/18/2005 735
80013799 9/10/2005 772
80013800 8/11/2005 710
80013801 8/16/2005 687
80013802 8/11/2005 769
80013803 8/11/2005 762
80013804 8/5/2005 745
80013805 8/19/2005 772
80013806 8/22/2005 707
80013807 8/17/2005 787
80013808 8/9/2005 682
80013810 8/17/2005 791
80013811 8/19/2005 763
80013812 8/15/2005 734
80013813 8/12/2005 787
80013814 8/3/2005 715
80013815 8/18/2005 661
80013816 8/17/2005 733
80013817 8/4/2005 716
80013819 8/19/2005 756
80013820 8/9/2005 735
80013821 8/11/2005 796
80013822 8/16/2005 674
80013823 8/10/2005 707
80013824 8/16/2005 771
80013825 8/9/2005 774
80013826 8/9/2005 667
80013827 8/17/2005 742
80013828 8/12/2005 748
80013829 8/11/2005 755
80013830 8/4/2005 777
80013831 8/12/2005 675
80013833 8/12/2005 685
80013834 8/17/2005 758
80013835 8/12/2005 708
80013836 8/12/2005 746
80013837 8/11/2005 629
80013838 8/15/2005 686
80013839 8/15/2005 761
80013840 8/11/2005 737
80013841 8/5/2005 681
80013842 8/9/2005 685
80013843 8/4/2005 810
80013844 8/11/2005 700
80013845 8/15/2005 724
80013846 8/11/2005 725
80013847 8/12/2005 778
80013848 8/8/2005 682
80013849 8/16/2005 704
80013850 8/16/2005 663
80013851 8/8/2005 758
80013852 8/15/2005 651
80013853 8/11/2005 704
80013854 8/19/2005 715
80013855 8/15/2005 671
80013856 8/12/2005 748
80013857 8/17/2005 676
80013858 8/12/2005 743
80013859 8/17/2005 741
80013860 8/11/2005 725
80013861 8/10/2005 723
80013862 8/16/2005 758
80013863 8/11/2005 641
80013864 8/12/2005 756
80013865 8/12/2005 773
80013866 8/16/2005 785
80013867 8/18/2005 694
80013868 8/19/2005 755
80013869 8/17/2005 799
80013870 8/17/2005 783
80013997 8/12/2005 673
80014178 4/29/2005 754
80014179 5/20/2005 793
80014180 6/6/2005 786
80014181 7/7/2005 728
80014183 6/27/2005 707
80014184 6/30/2005 686
80014185 6/13/2005 783
80014186 5/4/2005 772
80014187 7/11/2005 788
80014188 6/23/2005 776
80014189 6/27/2005 742
80014190 7/14/2005 781
80014191 7/8/2005 668
80014192 7/14/2005 646
80014193 7/21/2005 811
80014194 5/16/2005 772
80014195 7/19/2005 693
80014196 6/22/2005 811
80014197 5/2/2005 689
80014201 4/27/2005 758
80014204 5/17/2005 701
80014205 5/18/2005 789
80014207 6/17/2005 726
80014208 7/22/2005 794
80014210 3/31/2005 752
80014211 6/29/2005 713
80014212 6/17/2005 792
80014213 4/29/2005 688
80014215 7/7/2005 694
80014216 6/21/2005 725
80014217 4/27/2005 720
80014218 5/27/2005 718
80014219 6/30/2005 780
80014220 6/1/2005 799
80014221 7/19/2005 748
80014222 7/18/2005 716
80014223 6/24/2005 668
80014225 6/24/2005 712
80014226 7/8/2005 757
80014227 4/29/2005 753
80014228 5/13/2005 759
80014230 7/7/2005 698
80014231 4/22/2005 728
80014232 5/5/2005 676
80014233 4/26/2005 660
80014234 6/24/2005 792
80014235 5/20/2005 791
80014236 7/12/2005 707
80014237 7/14/2005 716
80014238 5/2/2005 715
80014240 7/12/2005 779
80014241 7/22/2005 746
80014243 7/8/2005 797
80014244 7/11/2005 648
80014246 7/8/2005 779
80014247 6/30/2005 767
80014248 4/6/2005 750
80014249 5/6/2005 740
80014250 5/13/2005 704
80014251 5/27/2005 776
80014252 3/31/2005 797
80014253 5/26/2005 714
80014254 4/28/2005 792
80014255 4/11/2005 777
80014256 4/20/2005 752
80014257 4/22/2005 662
80014259 4/7/2005 714
80014260 4/14/2005 735
80014264 4/21/2005 785
80014265 4/25/2005 749
80014266 5/2/2005 681
80014267 6/3/2005 766
80014268 5/4/2005 719
80014270 5/12/2005 711
80014271 4/25/2005 714
80014272 4/29/2005 753
80014273 5/25/2005 752
80014274 4/15/2005 715
80014275 4/28/2005 770
80014276 5/11/2005 797
80014277 4/20/2005 772
80014278 4/25/2005 770
80014279 4/25/2005 695
80014281 5/23/2005 725
80014286 4/29/2005 744
80014287 5/25/2005 688
80014288 5/12/2005 745
80014289 6/1/2005 793
80014290 5/11/2005 688
80014291 5/23/2005 660
80014292 6/20/2005 742
80014295 6/8/2005 748
80014296 5/31/2005 757
80014297 7/25/2005 643
80014299 6/15/2005 704
80014302 6/9/2005 773
80014303 6/23/2005 702
80014304 6/24/2005 676
80014305 6/7/2005 789
80014307 6/20/2005 710
80014308 6/28/2005 738
80014310 7/12/2005 709
80014311 5/18/2005 779
80014312 4/22/2005 712
80014313 5/17/2005 771
80014314 6/22/2005 718
80014315 7/13/2005 743
80014317 6/30/2005 665
80014318 4/22/2005 682
80014319 6/30/2005 750
80014320 7/29/2005 766
80014321 7/5/2005 750
80014324 5/20/2005 755
80014325 6/30/2005 747
80014327 4/29/2005 691
80014328 4/8/2005 717
80014329 7/5/2005 802
80014330 5/6/2005 756
80014331 7/14/2005 773
80014333 6/24/2005 774
80014335 7/12/2005 685
80014337 7/7/2005 790
80014339 4/28/2005 673
80014340 4/28/2005 779
80014341 5/31/2005 656
80014342 5/2/2005 716
80014343 7/14/2005 675
80014344 7/7/2005 783
80014345 4/15/2005 705
80014346 7/11/2005 753
80014347 7/22/2005 792
80014348 7/14/2005 750
80014349 5/25/2005 709
80014350 5/6/2005 749
80014351 7/1/2005 798
80014352 5/23/2005 773
80014353 7/27/2005 797
80014354 7/25/2005 670
80014355 7/15/2005 736
80014357 6/20/2005 755
80014358 5/26/2005 662
80014359 6/9/2005 719
80014360 6/16/2005 784
80014361 7/6/2005 666
80014362 6/29/2005 770
80014363 6/21/2005 729
80014364 6/17/2005 716
80014365 6/15/2005 699
80014366 6/24/2005 742
80014368 7/1/2005 784
80014369 7/1/2005 797
80014370 6/27/2005 697
80014371 6/22/2005 693
80014372 7/11/2005 749
80014373 7/7/2005 788
80014374 7/14/2005 787
80014375 7/14/2005 742
80014376 6/28/2005 652
80014378 6/24/2005 777
80014380 7/29/2005 789
80014381 7/29/2005 746
80014382 7/25/2005 771
80014387 6/29/2005 798
80014388 4/14/2005 773
80014392 5/11/2005 759
80014394 7/1/2005 702
80014396 7/11/2005 754
80014397 7/11/2005 694
80014398 7/6/2005 706
80014399 7/11/2005 771
80014400 7/15/2005 739
80014401 7/21/2005 777
80014415 5/20/2005 780
80014416 6/3/2005 802
80014417 7/2/2005 732
80014418 7/6/2005 766
80014419 6/15/2005 671
80014420 6/27/2005 649
80014422 7/8/2005 757
80014423 6/20/2005 744
80014424 7/1/2005 714
80014425 7/1/2005 749
80014426 7/20/2005 721
80014428 7/14/2005 723
80014429 7/6/2005 751
80014430 7/1/2005 729
80014431 7/7/2005 743
80014434 7/28/2005 723
80014443 7/6/2005 688
80014444 6/29/2005 727
80014445 6/21/2005 686
80014446 7/5/2005 701
80014447 7/1/2005 720
80014448 7/7/2005 666
80014449 7/5/2005 679
80014450 7/7/2005 672
80014451 7/21/2005 624
80014452 6/30/2005 754
80014453 7/28/2005 704
80014454 7/15/2005 767
80014456 7/20/2005 794
80014458 7/27/2005 700
80014459 5/27/2005 633
80014463 4/29/2005 784
80014464 4/22/2005 718
80014465 5/12/2005 788
80014467 5/31/2005 732
80014468 7/13/2005 679
80014469 5/31/2005 693
80014471 6/21/2005 742
80014472 5/25/2005 730
80014475 6/14/2005 674
80014476 6/27/2005 660
80014477 6/10/2005 729
80014478 6/24/2005 763
80014479 7/5/2005 661
80014480 6/29/2005 742
80014481 6/10/2005 713
80014482 7/14/2005 717
80014483 6/28/2005 805
80014484 6/29/2005 809
80014485 6/20/2005 735
80014487 6/20/2005 713
80014488 7/5/2005 677
80014489 7/15/2005 718
80014490 8/1/2005 707
80014491 6/29/2005 711
80014492 7/15/2005 746
80014493 7/5/2005 708
80014495 7/18/2005 707
80014496 7/13/2005 697
80014498 7/8/2005 666
80014499 6/24/2005 700
80014500 7/5/2005 723
80014502 6/30/2005 493
80014503 7/8/2005 771
80014504 7/1/2005 774
80014505 7/8/2005 701
80014507 7/6/2005 733
80014509 6/29/2005 765
80014511 6/23/2005 732
80014512 7/11/2005 742
80014513 7/7/2005 695
80014514 6/24/2005 681
80014515 7/11/2005 725
80014517 7/15/2005 785
80014518 7/1/2005 727
80014519 7/6/2005 754
80014520 7/13/2005 736
80014523 7/18/2005 658
80014524 7/22/2005 791
80014526 7/22/2005 731
80014527 7/6/2005 708
80014528 7/5/2005 771
80014529 7/19/2005 703
80014530 7/12/2005 746
80014532 7/18/2005 723
80014533 7/28/2005 617
80014534 7/15/2005 754
80014535 7/22/2005 723
80014536 7/25/2005 712
80014537 7/13/2005 700
80014538 7/12/2005 774
80014539 7/20/2005 663
80014540 7/28/2005 751
80014541 7/20/2005 793
80014542 7/19/2005 715
80014543 7/15/2005 685
80014544 7/26/2005 761
80014545 7/13/2005 798
EXHIBIT D-3
MORTGAGE LOAN SCHEDULE (LOAN GROUP 3)
WMLT 2005-B
Group 3 Mortgage Loan Schedule
SERVICER ORIGINAL CURRENT
LOANID ID GROUP SERVICER ORIGINATOR BALANCE BALANCE
80013871 1777744 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 800,000.00 799,999.99
80013872 1778289 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 227,500.00 227,500.00
80013873 1778353 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 1,000,000.0
80013874 3380225 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 500,000.00
80013875 3380690 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 299,800.00
80013876 3380712 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 817,500.00 817,497.86
80013877 3849233 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 265,000.00 265,000.00
80013878 3866720 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 335,200.00 334,464.52
80013879 3945651 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 296,000.00 295,999.99
80013880 3994762 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 205,800.00 205,800.00
80013881 4100817 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 640,000.00 640,000.00
80013882 4100947 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 495,000.00 495,000.00
80013883 4118492 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 504,000.00 504,000.00
80013884 4122184 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 232,000.00 232,000.00
80013885 4125238 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 999,624.71
80013886 4132127 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 369,200.00 369,200.00
80013887 4134062 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,250,000.00 1,250,000.0
80013888 4138236 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 400,000.00
80013889 4160662 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 207,000.00 206,000.00
80013890 4163747 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 199,937.50
80013891 4164805 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 999,999.99
80013892 4170290 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 255,400.00 255,400.00
80013893 4176407 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 611,920.00 611,735.50
80013894 4179526 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 450,000.00 449,900.00
80013895 4179795 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 300,000.00
80013896 4180661 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 495,200.00 495,200.00
80013897 4181756 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 262,400.00 262,389.92
80013898 4182312 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 842,000.00 842,000.00
80013899 4188596 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 398,300.00 396,895.77
80013900 4193149 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 136,000.00 136,000.00
80013901 4194549 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 176,200.00 176,200.00
80013902 4195092 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 295,000.00 295,000.00
80013903 4195298 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 845,000.00 845,000.00
80013904 4197541 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 400,000.00 399,999.99
80013905 4200171 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 470,950.00 470,950.00
80013906 4200426 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 499,700.00
80013907 4203326 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 499,900.00 499,605.97
80013908 4207868 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 636,000.00 150,000.00
80013909 4215577 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 450,000.00 449,914.26
80013910 4216252 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 413,000.00 412,135.53
80013911 4216573 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013912 4218944 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 199,500.00 199,500.00
80013913 4219000 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 540,000.00 540,000.00
80013914 4219435 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 757,000.00 757,000.00
80013915 4221441 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 481,300.00 481,300.00
80013916 4221551 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 600,000.00
80013917 4222534 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 341,000.00 341,000.00
80013918 4225548 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 384,800.00 384,800.00
80013919 4227621 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 420,000.00 420,000.00
80013920 4228157 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 480,000.00 479,999.99
80013921 4229064 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 225,000.00 225,000.00
80013922 4232641 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 282,300.00 282,098.45
80013923 4233396 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 536,000.00 534,194.54
80013924 4235219 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 379,200.00 379,200.00
80013925 4236164 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 523,900.00 523,900.00
80013926 4242110 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 100,000.00 100,000.00
80013927 4245006 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 228,000.00 228,000.00
80013928 4245129 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 472,000.00 472,000.00
80013929 4248472 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 452,000.00 452,000.00
80013930 4252592 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 431,200.00 431,200.00
80013931 4252678 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 85,500.00 85,500.00
80013932 4252701 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 134,500.00 134,500.00
80013933 4252880 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,250,000.00 1,250,000.0
80013934 4253698 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 396,000.00 395,190.54
80013935 4253839 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 428,000.00 427,825.27
80013936 4254300 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 448,360.00 448,360.00
80013937 4267532 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 312,000.00 312,000.00
80013938 4270675 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 570,350.00 570,350.00
80013939 4277867 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 234,400.00 234,387.78
80013940 4281873 Group 3 - 7/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 625,000.00 624,559.90
80014547 29557006 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 921,000.00 921,000.00
80014548 29557741 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 335,600.00 335,600.00
80014549 30095087 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 184,000.00 184,000.00
80014550 30095335 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 597,292.56
80014551 30199210 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 236,000.00 236,000.00
80014552 31135429 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 129,120.00 128,843.28
80014553 31311798 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 158,000.00 158,000.00
80014554 31614373 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,000,000.00 995,000.00
80014555 31648462 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 357,070.00 355,864.27
80014556 31662414 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 123,000.00 123,000.00
80014557 31704315 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 576,000.00 576,000.00
80014558 31714645 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 160,750.00 160,750.00
80014559 31838899 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 599,868.75
80014560 32039802 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 744,000.00 744,000.00
80014561 32053308 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 450,000.00 450,000.00
80014562 32081390 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 133,600.00 132,732.91
80014563 32145781 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 800,000.00 799,766.66
80014565 32160616 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 265,000.00 263,344.60
80014567 32209884 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 260,000.00 260,000.00
80014570 32300485 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 400,000.00 398,195.07
80014571 32355786 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 265,000.00 265,000.00
80014572 32355794 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 456,000.00 456,000.00
80014573 32355828 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 360,000.00 359,758.17
80014574 32364192 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 110,000.00 109,700.00
80014575 32365520 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 275,000.00 275,000.00
80014576 32366684 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 187,600.00 187,600.00
80014577 32368235 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 155,850.00 155,850.00
80014578 32370439 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 500,000.00 500,000.00
80014579 32371452 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 314,000.00 313,732.75
80014580 33339169 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 86,320.00 86,320.00
80014581 33339516 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 358,400.00 358,368.20
80014584 33377540 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 295,000.00 273,886.60
80014585 33377839 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 239,520.00 238,692.17
80014586 33397209 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 335,000.00 230,000.00
80014587 33407917 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 488,000.00 473,000.00
80014588 33490988 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,575,000.00 1,575,000.0
80014589 33491010 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 500,000.00 500,000.00
80014590 33492935 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 359,600.00 359,519.46
80014591 33493107 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 252,000.00 252,000.00
80014592 33547308 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 120,000.00 120,000.00
80014593 33547324 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 650,000.00
80014594 33547555 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 192,000.00 192,000.00
80014595 33567884 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 335,900.00 335,746.01
80014596 33582974 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 220,000.00 219,989.49
80014597 33594151 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 800,000.00 799,804.17
80014598 33599804 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 139,400.00 138,366.79
80014599 33601931 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 260,000.00 260,000.01
80014600 33603796 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 360,000.00 359,396.12
80014601 33605148 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 193,000.00 192,952.75
80014603 33605544 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 285,100.00 285,100.00
80014604 33606203 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 208,000.00 207,882.71
80014605 33606328 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 186,200.00 186,200.00
80014606 33606476 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 527,200.00 526,200.00
80014607 33606906 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 133,600.00 132,752.93
80014608 33609264 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 465,000.00 465,000.00
80014609 33609280 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 148,800.00 148,724.49
80014610 33611914 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 123,900.00 123,900.01
80014611 33612383 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 328,000.00 328,000.00
80014612 33612524 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 120,750.00 120,520.44
80014613 33612565 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 290,500.00 290,500.00
80014615 33616319 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 155,900.00 155,759.22
80014616 33617499 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 141,600.00 140,666.14
80014617 33620493 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 308,000.00 307,954.12
80014618 33637091 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 649,483.83
80014619 33637323 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 68,800.00 68,800.00
80014620 33729930 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 410,000.00 408,845.84
80014621 33832999 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 186,000.00 186,000.00
80014622 33836883 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 392,000.00 342,000.00
80014623 33840711 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 233,200.00 232,171.97
80014624 33841396 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 180,000.00 179,392.19
80014625 33849274 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 256,000.00 255,850.00
80014626 34001115 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 225,000.00 195,000.00
80014627 34001347 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 441,500.00 436,499.98
80014628 34001586 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 158,400.00 158,400.00
80014629 34067066 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 981,500.00 981,500.00
80014630 34074765 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 114,450.00 112,061.96
80014631 34183988 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 75,430.00 74,956.92
80014633 34269936 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 616,000.00 615,858.83
80014634 34281873 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 657,250.00 657,250.00
80014635 34284109 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,250,000.00 1,250,000.0
80014636 34294983 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 507,000.00 506,722.37
80014637 34347898 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 193,100.00 193,100.00
80014638 34418699 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 296,000.00 290,532.56
80014639 34452854 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 520,000.00 520,000.00
80014640 34540716 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,500,000.00 910,569.22
80014641 34634790 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 525,000.00 516,000.00
80014642 34779066 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 174,000.00 174,000.00
80014643 34779603 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 530,000.00 530,000.00
80014644 34780148 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 355,000.00 355,000.00
80014645 34784835 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 142,000.00 142,000.00
80014646 34785089 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 689,000.00 680,521.65
80014647 34785139 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 245,900.00 245,900.01
80014648 34788836 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 190,000.00 190,000.00
80014649 34789313 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 308,000.00 306,959.94
80014650 34789529 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 131,650.00 131,512.61
80014651 34792366 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 435,000.00 434,908.31
80014652 34794743 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 264,500.00 263,500.00
80014653 35106145 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 99,480.00 99,477.04
80014654 35115476 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 176,000.00 176,000.00
80014655 142866623 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 172,000.00 172,000.00
80014656 143176048 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 404,000.00 402,701.48
80014657 143202661 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 473,600.00 473,107.68
80014658 143210698 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 479,200.00 477,655.89
80014659 143211555 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 551,200.00 551,200.00
80014660 143211688 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 549,448.00 549,447.30
80014661 143438950 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 250,000.00 250,000.00
80014662 143453785 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 436,000.00 436,000.00
80014663 143453959 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 598,500.00 598,097.97
80014664 143455293 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 410,000.00 408,647.50
80014666 143500569 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 122,400.00 122,400.00
80014667 143522662 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 460,000.00 460,000.00
80014668 143541472 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 440,800.00 440,800.00
80014669 143545416 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 800,000.00 800,000.00
80014670 143546166 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014671 143546463 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 650,000.00 650,000.00
80014672 143548253 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 438,400.00 438,400.00
80014673 143549442 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 548,000.00 547,849.03
80014674 143552016 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 379,500.00 379,500.00
80014675 143552727 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 508,000.00 508,000.00
80014676 143552875 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 550,000.00 550,000.00
80014677 143556470 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 339,928.00
80014679 143560100 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 522,400.00 522,400.00
80014680 143561058 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 470,000.00 470,000.00
80014681 143563658 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 328,000.00 328,000.00
80014682 143588416 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 315,000.00 315,000.00
80014683 143596062 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014684 143598415 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 253,500.00 253,350.00
80014685 143598795 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 280,000.00 280,000.00
80014686 143599058 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 442,400.00 442,400.00
80014688 143627636 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 380,000.00 380,000.00
80014689 143669059 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 475,000.00 472,905.99
80014690 143740181 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 455,000.00 455,000.00
80014691 143743482 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 64,000.00 63,685.37
80014692 143745354 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 520,000.00 520,000.00
80014693 143751063 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 196,000.00 195,998.26
80014694 143752186 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 379,000.00 378,953.01
80014695 143755692 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 770,000.00 767,518.86
80014696 143919215 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 295,900.00 295,900.00
80014697 201504982 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 60,000.00 60,000.00
80014698 201516473 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 188,500.00 187,747.42
80014699 201659117 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 228,000.00 227,946.56
80014700 201673621 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 280,000.00 279,054.52
80014701 201686417 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 339,612.07
80014702 201749843 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 139,200.00 139,200.00
80014703 201753019 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 440,000.00 283,900.00
80014704 201802667 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 300,000.00 298,375.73
80014705 201804523 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014706 201805348 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 429,000.00 279,000.00
80014707 201826096 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 260,000.00 259,122.04
80014708 201831831 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 394,810.00 394,810.00
80014709 201843059 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 636,000.00 636,000.00
80014710 201882123 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 276,000.00 275,914.45
80014711 201896016 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 456,000.00 455,969.86
80014712 201900289 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 468,000.00 468,000.00
80014713 201917721 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 654,400.00 654,260.26
80014714 201932951 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 199,920.00 199,920.00
80014715 201937711 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 608,000.00 608,000.00
80014716 201940350 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 680,000.00 680,000.00
80014717 201950680 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 460,000.00 458,361.09
80014718 201960408 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 468,000.00 468,000.00
80014719 201961034 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 100,000.00 98,000.00
80014720 201977550 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 700,000.00 700,000.00
80014721 201978699 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 452,500.00 452,426.30
80014722 201981446 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 225,000.00 224,906.67
80014723 201982741 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014724 201984713 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 638,400.00 638,275.77
80014725 201993441 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 120,400.00 120,391.52
80014726 201998713 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 253,600.00 253,600.00
80014727 202009072 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 750,000.00 750,000.00
80014730 202022836 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 491,500.00 490,901.51
80014731 202024139 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 450,000.00 449,924.83
80014732 202026332 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 380,000.00 380,000.00
80014733 202028346 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 750,000.00 750,000.00
80014734 202029864 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 408,000.00 406,523.15
80014735 202036497 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 380,800.00 380,800.00
80014736 202038154 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 199,324.63
80014737 202047015 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 319,000.00 318,999.08
80014738 202047650 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 550,000.00 550,000.00
80014739 202056164 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 325,000.00 320,000.00
80014740 202063442 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 495,000.00 494,536.44
80014741 202069555 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 616,000.00 616,000.00
80014742 202074480 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 110,400.00 110,399.00
80014743 202075412 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 118,400.00 118,400.00
80014744 202118048 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 480,000.00 480,000.00
80014745 202120432 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 279,500.00 279,500.00
80014746 202139903 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 258,200.00 256,683.26
80014747 202156964 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 700,000.00 700,000.00
80014748 202158416 Group 3 - 7/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 256,000.00 256,000.00
FIRST PRINCIPAL PAID
OCCUPANCY PROPERTY ORIGINAL PAID MATURITY AND THRU
LOANID TYPE TYPE OTERM RTERM LTV DATE DATE INTEREST DATE
80013871 Primary Residence Single Family Detached 360 358 66.670 10/1/2005 9/1/2035 3,500.00 11/1/2005
80013872 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 1,113.80 11/1/2005
80013873 Primary Residence Single Family Detached 360 358 64.640 10/1/2005 9/1/2035 4,479.17 11/1/2005
80013874 Second Home PUD-D 360 358 51.810 10/1/2005 9/1/2035 2,395.83 10/1/2005
80013875 Primary Residence PUD-D 360 358 63.160 10/1/2005 9/1/2035 1,375.00 11/1/2005
80013876 Primary Residence PUD-D 360 358 79.570 10/1/2005 9/1/2035 3,746.88 11/1/2005
80013877 Primary Residence CL 360 357 60.570 11/1/2005 10/1/2035 1,297.40 10/1/2005
80013878 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,903.23 10/1/2005
80013879 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,356.67 11/1/2005
80013880 Primary Residence PUD-D 360 358 79.980 10/1/2005 9/1/2035 1,007.56 11/1/2005
80013881 Primary Residence PUD-D 360 358 74.770 10/1/2005 9/1/2035 3,066.67 11/1/2005
80013882 Second Home Single Family Detached 360 358 56.900 10/1/2005 9/1/2035 2,217.19 10/1/2005
80013883 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,257.50 11/1/2005
80013884 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,087.50 11/1/2005
80013885 Primary Residence Single Family Detached 360 358 50.000 10/1/2005 9/1/2035 4,687.50 11/1/2005
80013886 Primary Residence Single Family Detached 360 358 75.040 10/1/2005 9/1/2035 1,884.46 10/1/2005
80013887 Primary Residence Single Family Detached 360 356 48.080 8/1/2005 7/1/2035 5,598.96 10/1/2005
80013888 Primary Residence Condominium Hi-Rise 360 357 68.380 9/1/2005 8/1/2035 1,958.33 11/1/2005
80013889 Primary Residence Single Family Detached 360 358 79.650 10/1/2005 9/1/2035 948.75 11/1/2005
80013890 Second Home Single Family Detached 360 358 51.280 10/1/2005 9/1/2035 937.50 11/1/2005
80013891 Primary Residence PUD-D 360 358 71.430 10/1/2005 9/1/2035 4,687.50 10/1/2005
80013892 Primary Residence Single Family Detached 360 358 65.820 10/1/2005 9/1/2035 1,170.58 11/1/2005
80013893 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,868.38 11/1/2005
80013894 Primary Residence Single Family Detached 360 358 75.130 10/1/2005 9/1/2035 2,156.25 11/1/2005
80013895 Primary Residence Single Family Detached 360 358 46.510 10/1/2005 9/1/2035 1,437.50 10/1/2005
80013896 Primary Residence Condominium 360 358 80.000 10/1/2005 9/1/2035 2,321.25 11/1/2005
80013897 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,230.00 11/1/2005
80013898 Primary Residence Single Family Detached 360 358 44.320 10/1/2005 9/1/2035 4,034.58 10/1/2005
80013899 Primary Residence PUD 360 358 80.000 10/1/2005 9/1/2035 2,230.37 11/1/2005
80013900 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 651.67 11/1/2005
80013901 Primary Residence Single Family Detached 360 358 41.170 10/1/2005 9/1/2035 807.58 10/1/2005
80013902 Primary Residence Single Family Detached 360 358 47.590 10/1/2005 9/1/2035 1,290.63 11/1/2005
80013903 Primary Residence Single Family Detached 360 358 70.420 10/1/2005 9/1/2035 3,872.92 10/1/2005
80013904 Second Home PUD 360 358 66.670 10/1/2005 9/1/2035 1,833.33 11/1/2005
80013905 Primary Residence PUD-A 360 358 79.820 10/1/2005 9/1/2035 2,060.41 10/1/2005
80013906 Primary Residence PUD-D 360 358 68.490 10/1/2005 9/1/2035 2,187.50 10/1/2005
80013907 Second Home Condominium Hi-Rise 360 358 79.360 10/1/2005 9/1/2035 2,343.28 11/1/2005
80013908 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 3,312.50 11/1/2005
80013909 Primary Residence PUD-D 360 358 74.140 10/1/2005 9/1/2035 2,156.25 11/1/2005
80013910 Primary Residence Single Family Detached 360 358 62.110 10/1/2005 9/1/2035 2,410.16 10/1/2005
80013911 Primary Residence PUD-D 360 358 75.140 10/1/2005 9/1/2035 3,046.88 10/1/2005
80013912 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 872.81 10/1/2005
80013913 Primary Residence PUD-D 360 358 64.290 10/1/2005 9/1/2035 2,531.25 11/1/2005
80013914 Primary Residence PUD-D 360 358 68.820 10/1/2005 9/1/2035 3,469.58 10/1/2005
80013915 Second Home Single Family Detached 360 358 62.100 10/1/2005 9/1/2035 2,155.82 11/1/2005
80013916 Primary Residence Single Family Detached 360 358 69.360 10/1/2005 9/1/2035 2,875.00 10/1/2005
80013917 Primary Residence PUD-D 360 358 71.790 10/1/2005 9/1/2035 1,633.96 11/1/2005
80013918 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 1,843.83 10/1/2005
80013919 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,881.25 10/1/2005
80013920 Primary Residence PUD-D 360 358 72.180 10/1/2005 9/1/2035 2,350.00 10/1/2005
80013921 Primary Residence Single Family Detached 360 358 51.370 10/1/2005 9/1/2035 1,195.31 10/1/2005
80013922 Primary Residence CL 360 358 63.250 10/1/2005 9/1/2035 1,293.88 10/1/2005
80013923 Primary Residence Single Family Detached 360 358 59.560 10/1/2005 9/1/2035 2,624.17 11/1/2005
80013924 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,738.00 10/1/2005
80013925 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,346.64 11/1/2005
80013926 Second Home Condominium 360 358 25.000 10/1/2005 9/1/2035 541.67 11/1/2005
80013927 Primary Residence Single Family Detached 360 358 67.260 10/1/2005 9/1/2035 1,116.25 11/1/2005
80013928 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,163.33 11/1/2005
80013929 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,071.67 11/1/2005
80013930 Second Home Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,021.25 11/1/2005
80013931 Primary Residence Single Family Detached 360 358 73.710 10/1/2005 9/1/2035 418.59 10/1/2005
80013932 Primary Residence Single Family Detached 360 358 57.480 10/1/2005 9/1/2035 658.49 10/1/2005
80013933 Primary Residence PUD-D 360 358 58.410 10/1/2005 9/1/2035 5,729.17 10/1/2005
80013934 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,342.49 11/1/2005
80013935 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,872.50 11/1/2005
80013936 Primary Residence PUD-A 360 358 79.370 10/1/2005 9/1/2035 2,148.39 11/1/2005
80013937 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,592.50 11/1/2005
80013938 Primary Residence PUD-D 360 358 65.000 10/1/2005 9/1/2035 2,614.10 10/1/2005
80013939 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,049.92 11/1/2005
80013940 Primary Residence PUD-D 360 358 62.500 10/1/2005 9/1/2035 3,059.90 10/1/2005
80014547 Primary Residence Single Family Detached 360 357 61.400 9/1/2005 8/1/2035 4,221.25 11/1/2005
80014548 Primary Residence Single Family Detached 360 356 38.800 8/1/2005 7/1/2035 1,503.21 11/1/2005
80014549 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 805.00 10/1/2005
80014550 Primary Residence Single Family Detached 360 356 60.300 8/1/2005 7/1/2035 3,359.83 11/1/2005
80014551 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,081.67 11/1/2005
80014552 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 605.25 11/1/2005
80014553 Primary Residence Single Family Detached 360 356 77.070 8/1/2005 7/1/2035 691.25 11/1/2005
80014554 Primary Residence Single Family Detached 360 354 37.040 6/1/2005 5/1/2035 4,791.67 11/1/2005
80014555 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 1,999.49 11/1/2005
80014556 Investor Property Single Family Detached 360 355 71.100 7/1/2005 6/1/2035 602.19 10/1/2005
80014557 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,760.00 11/1/2005
80014558 Primary Residence Single Family Detached 360 357 79.280 9/1/2005 8/1/2035 703.28 10/1/2005
80014559 Second Home Single Family Detached 360 357 79.310 9/1/2005 8/1/2035 2,624.43 10/1/2005
80014560 Primary Residence Single Family Detached 360 354 62.000 6/1/2005 5/1/2035 3,565.00 10/1/2005
80014561 Primary Residence PUD-D 360 357 57.110 9/1/2005 8/1/2035 2,109.38 11/1/2005
80014562 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 769.08 11/1/2005
80014563 Primary Residence Single Family Detached 360 356 64.000 8/1/2005 7/1/2035 3,583.33 11/1/2005
80014565 Primary Residence Single Family Detached 360 356 73.610 8/1/2005 7/1/2035 1,483.92 10/1/2005
80014567 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,137.50 11/1/2005
80014570 Second Home Single Family Detached 360 356 53.690 8/1/2005 7/1/2035 2,239.88 10/1/2005
80014571 Second Home Condominium Hi-Rise 360 357 38.410 9/1/2005 8/1/2035 1,186.98 10/1/2005
80014572 Primary Residence Single Family Detached 360 357 53.020 9/1/2005 8/1/2035 2,042.50 10/1/2005
80014573 Primary Residence Single Family Detached 360 357 20.810 9/1/2005 8/1/2035 1,612.50 11/1/2005
80014574 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 504.17 11/1/2005
80014575 Primary Residence Single Family Detached 360 354 75.860 6/1/2005 5/1/2035 1,289.06 11/1/2005
80014576 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 879.38 11/1/2005
80014577 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 714.31 10/1/2005
80014578 Primary Residence Single Family Detached 360 356 64.520 8/1/2005 7/1/2035 2,187.50 10/1/2005
80014579 Second Home CL 360 356 80.000 8/1/2005 7/1/2035 1,341.04 11/1/2005
80014580 Second Home Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 413.62 11/1/2005
80014581 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,792.00 10/1/2005
80014584 Primary Residence Single Family Detached 360 356 14.750 8/1/2005 7/1/2035 1,321.35 10/1/2005
80014585 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,322.64 10/1/2005
80014586 Second Home CL 360 358 57.770 10/1/2005 9/1/2035 1,605.21 11/1/2005
80014587 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,236.67 12/1/2005
80014588 Primary Residence PUD 360 357 75.000 9/1/2005 8/1/2035 7,054.69 11/1/2005
80014589 Primary Residence Single Family Detached 360 357 35.590 9/1/2005 8/1/2035 2,239.58 11/1/2005
80014590 Primary Residence Single Family Detached 360 354 63.090 6/1/2005 5/1/2035 1,610.71 11/1/2005
80014591 Primary Residence Single Family Detached 360 355 79.980 7/1/2005 6/1/2035 1,128.75 11/1/2005
80014592 Second Home Single Family Detached 360 355 75.950 7/1/2005 6/1/2035 562.50 11/1/2005
80014593 Primary Residence PUD-D 360 357 74.290 9/1/2005 8/1/2035 2,911.46 10/1/2005
80014594 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 880.00 11/1/2005
80014595 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,573.94 10/1/2005
80014596 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 1,031.25 10/1/2005
80014597 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 3,916.67 11/1/2005
80014598 Primary Residence PUD-D 360 354 78.760 6/1/2005 5/1/2035 667.96 10/1/2005
80014599 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 1,245.84 10/1/2005
80014600 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,725.00 11/1/2005
80014601 Primary Residence Single Family Detached 360 356 48.750 8/1/2005 7/1/2035 944.90 10/1/2005
80014603 Primary Residence PUD-D 360 356 79.990 8/1/2005 7/1/2035 1,306.71 11/1/2005
80014604 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 996.67 10/1/2005
80014605 Primary Residence PUD-D 360 355 79.980 7/1/2005 6/1/2035 872.82 11/1/2005
80014606 Primary Residence PUD-D 360 355 79.990 7/1/2005 6/1/2035 2,471.25 11/1/2005
80014607 Primary Residence CL 360 354 80.000 6/1/2005 5/1/2035 779.66 10/1/2005
80014608 Primary Residence Single Family Detached 360 355 65.490 7/1/2005 6/1/2035 2,082.82 10/1/2005
80014609 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 682.00 10/1/2005
80014610 Primary Residence PUD-D 360 355 79.990 7/1/2005 6/1/2035 542.07 11/1/2005
80014611 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 1,469.17 10/1/2005
80014612 Primary Residence PUD-D 360 355 74.540 7/1/2005 6/1/2035 591.18 11/1/2005
80014613 Primary Residence PUD-D 360 355 77.470 7/1/2005 6/1/2035 1,331.46 10/1/2005
80014615 Primary Residence PUD-D 360 355 79.990 7/1/2005 6/1/2035 698.31 12/1/2005
80014616 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 771.00 11/1/2005
80014617 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,379.59 11/1/2005
80014618 Primary Residence Single Family Detached 360 357 79.270 9/1/2005 8/1/2035 3,046.88 11/1/2005
80014619 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 322.50 11/1/2005
80014620 Primary Residence PUD-D 360 357 50.620 9/1/2005 8/1/2035 1,622.92 11/1/2005
80014621 Primary Residence Single Family Detached 360 355 79.150 7/1/2005 6/1/2035 910.63 10/1/2005
80014622 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,755.83 11/1/2005
80014623 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,324.08 12/1/2005
80014624 Primary Residence Single Family Detached 360 357 78.600 9/1/2005 8/1/2035 1,007.95 11/1/2005
80014625 Second Home Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,120.00 10/1/2005
80014626 Primary Residence Single Family Detached 360 354 35.890 6/1/2005 5/1/2035 1,101.56 11/1/2005
80014627 Primary Residence Single Family Detached 360 355 70.640 7/1/2005 6/1/2035 2,069.53 11/1/2005
80014628 Second Home Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 709.50 10/1/2005
80014629 Primary Residence Single Family Detached 360 357 33.840 9/1/2005 8/1/2035 4,703.02 10/1/2005
80014630 Second Home Single Family Detached 360 354 79.970 6/1/2005 5/1/2035 524.56 12/1/2005
80014631 Primary Residence PUD-A 360 354 80.000 6/1/2005 5/1/2035 446.20 11/1/2005
80014633 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,823.33 10/1/2005
80014634 Primary Residence Single Family Detached 360 357 35.530 9/1/2005 8/1/2035 3,012.40 10/1/2005
80014635 Primary Residence Single Family Detached 360 357 71.430 9/1/2005 8/1/2035 5,338.54 11/1/2005
80014636 Primary Residence Single Family Detached 360 357 78.000 9/1/2005 8/1/2035 2,323.75 11/1/2005
80014637 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 885.04 11/1/2005
80014638 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,370.49 11/1/2005
80014639 Second Home CL 360 357 80.000 9/1/2005 8/1/2035 2,275.00 10/1/2005
80014640 Primary Residence Single Family Detached 360 356 61.860 8/1/2005 7/1/2035 7,187.50 10/1/2005
80014641 Primary Residence Single Family Detached 360 356 10.980 8/1/2005 7/1/2035 2,351.56 11/1/2005
80014642 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 761.25 11/1/2005
80014643 Primary Residence Single Family Detached 360 357 74.870 9/1/2005 8/1/2035 2,263.55 10/1/2005
80014644 Primary Residence PUD-D 360 357 74.740 9/1/2005 8/1/2035 1,664.07 11/1/2005
80014645 Primary Residence PUD-D 360 356 74.740 8/1/2005 7/1/2035 695.21 11/1/2005
80014646 Primary Residence Single Family Detached 360 356 74.810 8/1/2005 7/1/2035 3,086.15 10/1/2005
80014647 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 1,075.82 10/1/2005
80014648 Primary Residence PUD-D 360 357 79.170 9/1/2005 8/1/2035 930.21 11/1/2005
80014649 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,724.72 11/1/2005
80014650 Primary Residence PUD-D 360 357 79.980 9/1/2005 8/1/2035 589.69 11/1/2005
80014651 Primary Residence PUD-D 360 357 56.490 9/1/2005 8/1/2035 1,903.13 11/1/2005
80014652 Primary Residence Single Family Detached 360 357 53.430 9/1/2005 8/1/2035 1,184.74 10/1/2005
80014653 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 466.31 11/1/2005
80014654 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 770.00 10/1/2005
80014655 Primary Residence Single Family Detached 360 357 79.680 9/1/2005 8/1/2035 824.17 11/1/2005
80014656 Primary Residence Single Family Detached 360 357 67.450 9/1/2005 8/1/2035 1,851.67 11/1/2005
80014657 Primary Residence Condominium 360 357 80.000 9/1/2005 8/1/2035 2,220.00 11/1/2005
80014658 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,758.55 11/1/2005
80014659 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,468.92 11/1/2005
80014660 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 2,518.30 10/1/2005
80014661 Primary Residence Single Family Detached 360 357 39.680 9/1/2005 8/1/2035 1,145.83 10/1/2005
80014662 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,952.92 11/1/2005
80014663 Primary Residence Single Family Detached 360 357 79.800 9/1/2005 8/1/2035 2,680.78 11/1/2005
80014664 Primary Residence PUD-D 360 357 78.100 9/1/2005 8/1/2035 2,327.94 10/1/2005
80014666 Second Home PUD-D 360 357 80.000 9/1/2005 8/1/2035 586.50 10/1/2005
80014667 Primary Residence CL 360 356 61.330 8/1/2005 7/1/2035 2,204.17 10/1/2005
80014668 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,020.33 12/1/2005
80014669 Primary Residence Single Family Detached 360 357 61.350 9/1/2005 8/1/2035 3,583.33 11/1/2005
80014670 Primary Residence PUD-D 360 357 60.000 9/1/2005 8/1/2035 2,750.00 10/1/2005
80014671 Primary Residence PUD-D 360 357 68.420 9/1/2005 8/1/2035 2,843.75 10/1/2005
80014672 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,009.33 11/1/2005
80014673 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,397.50 10/1/2005
80014674 Primary Residence Single Family Detached 360 357 55.400 9/1/2005 8/1/2035 1,818.44 10/1/2005
80014675 Primary Residence Single Family Detached 360 357 73.090 9/1/2005 8/1/2035 2,328.33 11/1/2005
80014676 Primary Residence PUD-D 360 356 55.000 8/1/2005 7/1/2035 2,520.83 10/1/2005
80014677 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,629.17 10/1/2005
80014679 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,448.75 11/1/2005
80014680 Primary Residence PUD-D 360 357 67.630 9/1/2005 8/1/2035 2,154.17 11/1/2005
80014681 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,435.00 11/1/2005
80014682 Primary Residence PUD-D 360 357 68.480 9/1/2005 8/1/2035 1,443.75 10/1/2005
80014683 Primary Residence Single Family Detached 360 357 65.220 9/1/2005 8/1/2035 2,562.50 10/1/2005
80014684 Primary Residence Single Family Detached 360 357 78.000 9/1/2005 8/1/2035 1,161.87 11/1/2005
80014685 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,254.17 10/1/2005
80014686 Primary Residence Single Family Detached 360 357 70.780 9/1/2005 8/1/2035 1,935.50 10/1/2005
80014688 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,781.25 11/1/2005
80014689 Primary Residence Single Family Detached 360 356 65.520 8/1/2005 7/1/2035 2,697.00 11/1/2005
80014690 Primary Residence CL 360 357 79.820 9/1/2005 8/1/2035 2,038.02 10/1/2005
80014691 Investor Property Single Family Detached 360 357 68.090 9/1/2005 8/1/2035 320.00 11/1/2005
80014692 Primary Residence Single Family Detached 360 357 59.840 9/1/2005 8/1/2035 2,383.33 10/1/2005
80014693 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 898.33 11/1/2005
80014694 Primary Residence CL 360 357 74.310 9/1/2005 8/1/2035 1,776.56 11/1/2005
80014695 Primary Residence Single Family Detached 360 357 70.000 9/1/2005 8/1/2035 4,432.56 10/1/2005
80014696 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 1,356.21 11/1/2005
80014697 Primary Residence CL 360 355 32.200 7/1/2005 6/1/2035 287.50 10/1/2005
80014698 Primary Residence Single Family Detached 360 354 79.540 6/1/2005 5/1/2035 903.23 10/1/2005
80014699 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,068.50 11/1/2005
80014700 Primary Residence Single Family Detached 360 357 76.500 9/1/2005 8/1/2035 1,567.92 10/1/2005
80014701 Primary Residence PUD-D 360 355 60.710 7/1/2005 6/1/2035 1,381.25 11/1/2005
80014702 Second Home PUD-A 360 357 80.000 9/1/2005 8/1/2035 652.50 10/1/2005
80014703 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,970.83 10/1/2005
80014704 Second Home Single Family Detached 360 356 70.590 8/1/2005 7/1/2035 1,281.25 10/1/2005
80014705 Primary Residence Single Family Detached 360 357 40.680 9/1/2005 8/1/2035 2,687.50 10/1/2005
80014706 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,921.56 11/1/2005
80014707 Second Home Condominium 360 357 80.000 9/1/2005 8/1/2035 1,455.93 11/1/2005
80014708 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 1,809.55 11/1/2005
80014709 Second Home Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,848.75 10/1/2005
80014710 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,236.24 12/1/2005
80014711 Primary Residence PUD-D 360 356 73.550 8/1/2005 7/1/2035 2,090.00 11/1/2005
80014712 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,193.75 10/1/2005
80014713 Primary Residence CL 360 356 80.000 8/1/2005 7/1/2035 2,794.83 11/1/2005
80014714 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 895.48 10/1/2005
80014715 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,723.33 11/1/2005
80014716 Primary Residence Single Family Detached 360 356 71.960 8/1/2005 7/1/2035 3,116.67 10/1/2005
80014717 Primary Residence Single Family Detached 360 357 70.770 9/1/2005 8/1/2035 2,156.25 11/1/2005
80014718 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,096.25 11/1/2005
80014719 Primary Residence PUD-D 360 357 21.050 9/1/2005 8/1/2035 468.75 11/1/2005
80014720 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 3,208.33 11/1/2005
80014721 Primary Residence Single Family Detached 360 357 77.680 9/1/2005 8/1/2035 2,073.96 10/1/2005
80014722 Primary Residence Single Family Detached 360 356 52.940 8/1/2005 7/1/2035 1,031.25 11/1/2005
80014723 Primary Residence Single Family Detached 360 356 62.500 8/1/2005 7/1/2035 2,750.00 11/1/2005
80014724 Second Home PUD-D 360 357 75.000 9/1/2005 8/1/2035 2,926.00 10/1/2005
80014725 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 564.38 10/1/2005
80014726 Primary Residence PUD-A 360 357 80.000 9/1/2005 8/1/2035 1,109.50 11/1/2005
80014727 Primary Residence Single Family Detached 360 357 71.430 9/1/2005 8/1/2035 3,437.50 11/1/2005
80014730 Primary Residence Single Family Detached 360 357 79.920 9/1/2005 8/1/2035 2,201.51 11/1/2005
80014731 Primary Residence PUD-D 360 357 78.950 9/1/2005 8/1/2035 2,062.50 10/1/2005
80014732 Primary Residence PUD-D 360 357 73.080 9/1/2005 8/1/2035 1,741.67 11/1/2005
80014733 Primary Residence Single Family Detached 276 273 72.820 9/1/2005 8/1/2028 3,359.38 10/1/2005
80014734 Primary Residence Condominium 360 357 80.000 9/1/2005 8/1/2035 2,190.24 11/1/2005
80014735 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 1,705.67 11/1/2005
80014736 Primary Residence Single Family Detached 360 357 64.720 9/1/2005 8/1/2035 1,119.95 10/1/2005
80014737 Primary Residence PUD-D 360 357 78.770 9/1/2005 8/1/2035 1,462.08 10/1/2005
80014738 Primary Residence 2-4 Family 360 357 73.830 9/1/2005 8/1/2035 2,463.54 10/1/2005
80014739 Primary Residence Single Family Detached 360 357 76.470 9/1/2005 8/1/2035 1,455.73 11/1/2005
80014740 Primary Residence PUD-A 360 357 77.710 9/1/2005 8/1/2035 2,268.75 11/1/2005
80014741 Primary Residence PUD-D 360 357 80.000 9/1/2005 8/1/2035 2,823.33 11/1/2005
80014742 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 494.50 11/1/2005
80014743 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 505.67 10/1/2005
80014744 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,300.00 11/1/2005
80014745 Primary Residence Single Family Detached 360 357 79.970 9/1/2005 8/1/2035 1,310.16 10/1/2005
80014746 Primary Residence Single Family Detached 360 357 71.720 9/1/2005 8/1/2035 1,486.35 11/1/2005
80014747 Primary Residence PUD-D 360 357 58.380 9/1/2005 8/1/2035 3,354.17 10/1/2005
80014748 Investor Property Condominium 360 357 56.140 9/1/2005 8/1/2035 1,253.33 10/1/2005
FIRST RATE CURRENT
DOCUMENTATION APPRAISAL FREQUENCY INTEREST INITIAL PERIODIC LIFE GROSS
LOANID PURPOSE TYPE VALUE CHANGE DATE RATE CAP CAP CAP MARGIN
80013871 Purchase Full 1,350,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013872 Purchase Stated Income/Assets Verified 330,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013873 Purchase Full 1,550,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013874 Purchase Stated Income/Assets Verified 995,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013875 Cashout Refi Full 475,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013876 Purchase Full 1,050,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013877 Purchase Full 440,000.00 10/1/2012 5.875 5.000 2.000 5.000 2.250
80013878 Purchase Full 420,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013879 Purchase Full 370,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013880 Purchase Full 259,500.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013881 Rate/Term Refi Full 856,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013882 Purchase Full 870,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013883 Purchase Full 630,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80013884 Purchase Full 290,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013885 Cashout Refi Full 2,000,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013886 Rate/Term Refi Full 492,000.00 9/1/2012 6.125 5.000 2.000 5.000 2.250
80013887 Cashout Refi Full 2,600,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80013888 Cashout Refi Stated Income/Assets Verified 585,000.00 8/1/2012 5.875 5.000 2.000 5.000 2.250
80013889 Purchase Full 260,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013890 Cashout Refi Full 390,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013891 Purchase Full 1,400,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013892 Cashout Refi Stated Income/Assets Verified 388,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013893 Purchase Full 767,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013894 Purchase Full 600,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013895 Cashout Refi Full 645,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013896 Purchase Full 625,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013897 Purchase Full 328,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013898 Cashout Refi Full 1,900,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013899 Purchase Full 498,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013900 Rate/Term Refi Stated Income/Assets Verified 170,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013901 Cashout Refi Full 428,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013902 Purchase Full 620,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013903 Cashout Refi Stated Income/Assets Verified 1,200,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013904 Purchase Full 600,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013905 Purchase Full 623,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013906 Purchase Full 740,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013907 Purchase Full 645,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013908 Purchase Full 796,000.00 9/1/2012 6.250 5.000 2.000 5.000 2.250
80013909 Cashout Refi Stated Income/Assets Verified 607,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013910 Cashout Refi Stated Income/Assets Verified 665,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013911 Rate/Term Refi Full 865,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013912 Cashout Refi Full 285,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013913 Purchase Full 840,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013914 Cashout Refi Full 1,100,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013915 Rate/Term Refi Stated Income/Assets Verified 775,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013916 Cashout Refi Stated Income/Assets Verified 865,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013917 Rate/Term Refi Full 475,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013918 Purchase Full 483,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013919 Purchase Full 526,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013920 Cashout Refi Full 665,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013921 Cashout Refi Stated Income/Assets Verified 438,000.00 9/1/2012 6.375 5.000 2.000 5.000 2.250
80013922 Purchase Full 446,300.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013923 Rate/Term Refi Full 900,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013924 Purchase Full 480,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013925 Purchase Full 655,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013926 Cashout Refi Full 400,000.00 9/1/2012 6.500 5.000 2.000 5.000 2.250
80013927 Cashout Refi Full 339,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013928 Purchase Full 600,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013929 Purchase Full 565,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013930 Purchase Full 540,000.00 9/1/2012 5.625 5.000 2.000 5.000 2.250
80013931 Cashout Refi Full 116,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013932 Cashout Refi Full 234,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013933 Purchase Full 2,140,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013934 Purchase Full 495,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80013935 Purchase Full 540,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80013936 Purchase Full 566,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80013937 Cashout Refi Full 390,000.00 9/1/2012 6.125 5.000 2.000 5.000 2.250
80013938 Purchase Full 885,000.00 9/1/2012 5.500 5.000 2.000 5.000 2.250
80013939 Purchase Full 305,000.00 9/1/2012 5.375 5.000 2.000 5.000 2.250
80013940 Cashout Refi Full 1,000,000.00 9/1/2012 5.875 5.000 2.000 5.000 2.250
80014547 Rate/Term Refi Full 1,500,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014548 Rate/Term Refi Full 865,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014549 Purchase Full 230,000.00 6/1/2012 5.250 5.000 2.000 5.000 2.250
80014550 Purchase Full 1,100,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014551 Cashout Refi Full 295,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014552 Purchase Stated Income/Assets Verified 163,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014553 Cashout Refi Full 205,000.00 7/1/2012 5.250 5.000 2.000 5.000 2.250
80014554 Purchase Full 2,700,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014555 Purchase Full 448,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014556 Purchase Full 174,000.00 6/1/2012 5.875 5.000 2.000 5.000 2.250
80014557 Purchase Full 720,000.00 7/1/2012 5.750 5.000 2.000 5.000 2.250
80014558 Purchase Full 203,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014559 Purchase Full 758,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014560 Rate/Term Refi Stated Income/Assets Verified 1,200,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014561 Purchase Full 788,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014562 Purchase Full 169,300.00 5/1/2012 5.625 5.000 2.000 5.000 2.250
80014563 Cashout Refi Full 1,250,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014565 Cashout Refi Full 360,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014567 Cashout Refi Full 325,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014570 Purchase Full 745,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014571 Cashout Refi Full 690,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014572 Cashout Refi Full 860,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014573 Cashout Refi Full 1,730,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014574 Purchase Full 139,000.00 5/1/2012 5.500 5.000 2.000 5.000 2.250
80014575 Purchase Full 375,000.00 5/1/2012 5.625 5.000 2.000 5.000 2.250
80014576 Purchase Full 234,500.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014577 Purchase Full 198,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014578 Purchase Full 775,000.00 7/1/2012 5.250 5.000 2.000 5.000 2.250
80014579 Purchase Full 392,500.00 7/1/2012 5.125 5.000 2.000 5.000 2.250
80014580 Purchase Full 108,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014581 Cashout Refi Full 448,000.00 6/1/2012 6.000 5.000 2.000 5.000 2.250
80014584 Rate/Term Refi Full 2,000,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014585 Purchase Full 300,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014586 Purchase Full 620,000.00 9/1/2012 5.750 5.000 2.000 5.000 2.250
80014587 Purchase Full 610,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014588 Purchase Full 2,225,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014589 Purchase Full 1,440,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014590 Purchase Full 580,000.00 5/1/2012 5.375 5.000 2.000 5.000 2.250
80014591 Purchase Full 315,500.00 6/1/2012 5.375 5.000 2.000 5.000 2.250
80014592 Purchase Full 158,000.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014593 Purchase Full 875,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014594 Purchase Full 240,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014595 Purchase Full 419,900.00 5/1/2012 5.625 5.000 2.000 5.000 2.250
80014596 Purchase Full 275,000.00 5/1/2012 5.625 5.000 2.000 5.000 2.250
80014597 Purchase Full 1,050,000.00 6/1/2012 5.875 5.000 2.000 5.000 2.250
80014598 Rate/Term Refi Full 177,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014599 Purchase Full 325,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014600 Purchase Full 450,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014601 Purchase Full 405,000.00 7/1/2012 5.875 5.000 2.000 5.000 2.250
80014603 Purchase Full 357,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014604 Purchase Full 260,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014605 Purchase Full 237,000.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014606 Purchase Stated Income/Assets Verified 660,000.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014607 Purchase Full 167,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014608 Rate/Term Refi Full 710,000.00 6/1/2012 5.375 5.000 2.000 5.000 2.250
80014609 Purchase Full 198,000.00 6/1/2012 5.500 5.000 2.000 5.000 2.250
80014610 Purchase Full 160,000.00 6/1/2012 5.250 5.000 2.000 5.000 2.250
80014611 Purchase Full 410,000.00 6/1/2012 5.375 5.000 2.000 5.000 2.250
80014612 Rate/Term Refi Full 162,000.00 6/1/2012 5.875 5.000 2.000 5.000 2.250
80014613 Rate/Term Refi Full 375,000.00 6/1/2012 5.500 5.000 2.000 5.000 2.250
80014615 Purchase Full 195,000.00 6/1/2012 5.375 5.000 2.000 5.000 2.250
80014616 Purchase Full 179,000.00 6/1/2012 5.125 5.000 2.000 5.000 2.250
80014617 Purchase Full 406,500.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014618 Purchase Full 860,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014619 Purchase Full 90,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014620 Purchase Full 810,000.00 8/1/2012 4.750 5.000 2.000 5.000 2.250
80014621 Cashout Refi Full 235,000.00 6/1/2012 5.875 5.000 2.000 5.000 2.250
80014622 Purchase Full 490,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014623 Purchase Full 298,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014624 Rate/Term Refi Full 229,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014625 Purchase Full 325,000.00 7/1/2012 5.250 5.000 2.000 5.000 2.250
80014626 Purchase Full 630,000.00 5/1/2012 5.875 5.000 2.000 5.000 2.250
80014627 Rate/Term Refi Full 625,000.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014628 Purchase Full 212,000.00 6/1/2012 5.375 5.000 2.000 5.000 2.250
80014629 Rate/Term Refi Stated Income/Assets Verified 2,900,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014630 Purchase Full 145,000.00 5/1/2012 5.500 5.000 2.000 5.000 2.250
80014631 Purchase Full 97,000.00 5/1/2012 5.875 5.000 2.000 5.000 2.250
80014633 Purchase Full 1,250,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014634 Rate/Term Refi Full 1,850,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014635 Purchase Full 1,765,000.00 8/1/2012 5.125 5.000 2.000 5.000 2.250
80014636 Cashout Refi Full 650,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014637 Purchase Full 244,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014638 Purchase Full 380,000.00 5/1/2012 5.625 5.000 2.000 5.000 2.250
80014639 Purchase Full 650,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014640 Purchase Full 2,625,000.00 7/1/2012 5.750 5.000 2.000 5.000 2.250
80014641 Cashout Refi Full 4,780,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014642 Purchase Full 218,000.00 7/1/2012 5.250 5.000 2.000 5.000 2.250
80014643 Purchase Full 730,000.00 8/1/2012 5.125 5.000 2.000 5.000 2.250
80014644 Cashout Refi Full 475,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014645 Cashout Refi Full 190,000.00 7/1/2012 5.875 5.000 2.000 5.000 2.250
80014646 Cashout Refi Full 921,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014647 Purchase Full 318,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014648 Rate/Term Refi Full 240,000.00 8/1/2012 5.875 5.000 2.000 5.000 2.250
80014649 Purchase Full 385,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014650 Purchase Full 170,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014651 Cashout Refi Full 770,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014652 Cashout Refi Full 495,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014653 Purchase Full 124,500.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014654 Purchase Full 225,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014655 Purchase Full 216,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014656 Purchase Full 600,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014657 Purchase Full 592,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014658 Purchase Full 599,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014659 Purchase Full 690,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014660 Purchase Full 690,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014661 Cashout Refi Full 630,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014662 Purchase Full 545,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014663 Rate/Term Refi Full 750,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014664 Cashout Refi Full 525,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014666 Purchase Full 165,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014667 Cashout Refi Stated Income/Assets Verified 750,000.00 7/1/2012 5.750 5.000 2.000 5.000 2.250
80014668 Purchase Full 554,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014669 Cashout Refi Full 1,304,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014670 Cashout Refi Full 1,000,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014671 Cashout Refi Full 950,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014672 Purchase Full 550,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014673 Purchase Full 685,000.00 7/1/2012 5.250 5.000 2.000 5.000 2.250
80014674 Cashout Refi Stated Income/Assets Verified 685,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014675 Rate/Term Refi Full 695,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014676 Cashout Refi Stated Income/Assets Verified 1,000,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014677 Rate/Term Refi Stated Income/Assets Verified 425,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014679 Purchase Full 653,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014680 Cashout Refi Full 695,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014681 Purchase Full 413,000.00 9/1/2012 5.250 5.000 2.000 5.000 2.250
80014682 Cashout Refi Full 460,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014683 Cashout Refi Full 920,000.00 8/1/2012 5.125 5.000 2.000 5.000 2.250
80014684 Cashout Refi Full 325,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014685 Cashout Refi Full 350,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014686 Cashout Refi Full 625,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014688 Purchase Full 475,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014689 Purchase Full 726,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014690 Cashout Refi Full 570,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014691 Purchase Full 95,000.00 8/1/2012 6.000 5.000 2.000 5.000 2.625
80014692 Purchase Full 869,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014693 Purchase Full 245,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014694 Rate/Term Refi Full 510,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014695 Purchase Stated Income/Assets Verified 1,100,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014696 Purchase Full 372,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014697 Purchase Full 187,000.00 6/1/2012 5.750 5.000 2.000 5.000 2.250
80014698 Cashout Refi Full 237,000.00 5/1/2012 5.750 5.000 2.000 5.000 2.250
80014699 Purchase Full 291,000.00 6/1/2012 5.625 5.000 2.000 5.000 2.250
80014700 Purchase Full 366,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014701 Cashout Refi Full 560,000.00 6/1/2012 4.875 5.000 2.000 5.000 2.250
80014702 Purchase Full 174,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014703 Purchase Full 555,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014704 Purchase Full 425,000.00 7/1/2012 5.125 5.000 2.000 5.000 2.250
80014705 Purchase Full 1,520,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014706 Purchase Full 537,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014707 Purchase Full 325,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014708 Purchase Full 494,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014709 Purchase Full 795,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014710 Purchase Full 345,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014711 Rate/Term Refi Full 620,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014712 Purchase Stated Income/Assets Verified 585,000.00 7/1/2012 5.625 5.000 2.000 5.000 2.250
80014713 Purchase Full 818,000.00 7/1/2012 5.125 5.000 2.000 5.000 2.250
80014714 Purchase Full 255,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014715 Purchase Full 760,000.00 7/1/2012 5.375 5.000 2.000 5.000 2.250
80014716 Rate/Term Refi Full 945,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014717 Cashout Refi Full 650,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014718 Purchase Full 585,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014719 Rate/Term Refi Full 475,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014720 Purchase Full 875,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014721 Purchase Full 583,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014722 Purchase Full 425,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014723 Cashout Refi Full 960,000.00 7/1/2012 5.500 5.000 2.000 5.000 2.250
80014724 Purchase Full 852,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014725 Purchase Full 151,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014726 Purchase Full 317,000.00 8/1/2012 5.250 5.000 2.000 5.000 2.250
80014727 Cashout Refi Full 1,050,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014730 Rate/Term Refi Full 615,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014731 Cashout Refi Full 570,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014732 Purchase Full 530,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014733 Cashout Refi Full 1,030,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014734 Purchase Full 510,000.00 8/1/2012 5.000 5.000 2.000 5.000 2.250
80014735 Purchase Full 476,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014736 Cashout Refi Full 309,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014737 Cashout Refi Full 405,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014738 Cashout Refi Full 745,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014739 Purchase Full 443,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014740 Rate/Term Refi Full 637,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014741 Purchase Full 785,000.00 8/1/2012 5.500 5.000 2.000 5.000 2.250
80014742 Cashout Refi Full 138,000.00 8/1/2012 5.375 5.000 2.000 5.000 2.250
80014743 Rate/Term Refi Full 148,000.00 8/1/2012 5.125 5.000 2.000 5.000 2.250
80014744 Purchase Full 600,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014745 Purchase Full 355,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014746 Cashout Refi Full 360,000.00 8/1/2012 5.625 5.000 2.000 5.000 2.250
80014747 Purchase Stated Income/Assets Verified 1,200,000.00 8/1/2012 5.750 5.000 2.000 5.000 2.250
80014748 Purchase Full 456,000.00 8/1/2012 5.875 5.000 2.000 5.000 2.625
DATE
OF ORIGINAL
LOANID ORIGINATION FICO
80013871 8/15/2005 689
80013872 8/19/2005 741
80013873 8/16/2005 759
80013874 8/15/2005 790
80013875 8/16/2005 747
80013876 8/19/2005 682
80013877 3/17/2005 660
80013878 8/15/2005 658
80013879 8/11/2005 763
80013880 8/12/2005 768
80013881 8/18/2005 738
80013882 8/20/2005 801
80013883 6/29/2005 721
80013884 8/15/2005 731
80013885 8/16/2005 715
80013886 8/10/2005 705
80013887 6/20/2005 727
80013888 7/18/2005 682
80013889 8/15/2005 727
80013890 8/10/2005 775
80013891 8/3/2005 770
80013892 8/16/2005 715
80013893 8/18/2005 677
80013894 8/12/2005 747
80013895 8/12/2005 702
80013896 8/11/2005 768
80013897 8/17/2005 713
80013898 8/5/2005 664
80013899 8/16/2005 714
80013900 8/17/2005 775
80013901 8/15/2005 823
80013902 8/16/2005 760
80013903 7/29/2005 707
80013904 8/1/2005 792
80013905 8/19/2005 678
80013906 8/15/2005 792
80013907 8/11/2005 771
80013908 8/17/2005 811
80013909 8/9/2005 704
80013910 8/16/2005 686
80013911 8/10/2005 759
80013912 8/11/2005 783
80013913 8/11/2005 753
80013914 8/9/2005 784
80013915 8/12/2005 782
80013916 8/2/2005 727
80013917 8/15/2005 719
80013918 8/16/2000 710
80013919 8/19/2005 733
80013920 8/12/2005 709
80013921 8/16/2005 662
80013922 8/15/2005 779
80013923 8/3/2005 701
80013924 8/15/2005 759
80013925 8/12/2005 765
80013926 8/11/2005 800
80013927 9/15/2005 710
80013928 9/19/2005 806
80013929 8/17/2005 790
80013930 8/12/2005 793
80013931 8/11/2005 727
80013932 8/10/2005 690
80013933 8/9/2005 749
80013934 8/18/2005 788
80013935 8/15/2005 808
80013936 8/19/2005 766
80013937 8/16/2005 738
80013938 8/18/2005 740
80013939 8/12/2005 780
80013940 8/15/2005 791
80014547 7/18/2005 787
80014548 6/23/2005 787
80014549 6/1/2005 675
80014550 6/24/2005 729
80014551 7/1/2005 716
80014552 7/11/2005 770
80014553 6/10/2005 805
80014554 4/28/2005 772
80014555 7/13/2005 750
80014556 5/16/2005 806
80014557 6/28/2005 703
80014558 7/27/2005 766
80014559 7/15/2005 773
80014560 4/25/2005 741
80014561 7/20/2005 753
80014562 4/15/2005 746
80014563 6/29/2005 756
80014565 6/24/2005 686
80014567 7/7/2005 809
80014570 6/30/2005 752
80014571 7/14/2005 761
80014572 7/13/2005 751
80014573 7/20/2005 657
80014574 4/14/2005 765
80014575 4/14/2005 799
80014576 5/31/2005 775
80014577 7/1/2005 803
80014578 6/30/2005 781
80014579 6/30/2005 732
80014580 4/29/2005 641
80014581 7/14/2005 674
80014584 6/22/2005 770
80014585 7/22/2005 766
80014586 8/2/2005 786
80014587 7/6/2005 803
80014588 7/29/2005 706
80014589 7/19/2005 752
80014590 5/3/2005 774
80014591 6/7/2005 790
80014592 5/6/2005 780
80014593 7/15/2005 633
80014594 6/27/2005 765
80014595 4/29/2005 725
80014596 4/27/2005 800
80014597 5/27/2005 707
80014598 4/13/2005 809
80014599 4/29/2005 814
80014600 4/27/2005 696
80014601 6/7/2005 791
80014603 6/9/2005 669
80014604 4/28/2005 714
80014605 5/27/2005 735
80014606 5/31/2005 703
80014607 4/18/2005 795
80014608 5/11/2005 760
80014609 5/12/2005 682
80014610 5/20/2005 756
80014611 5/18/2005 778
80014612 5/16/2005 765
80014613 5/13/2005 733
80014615 5/16/2005 730
80014616 5/23/2005 741
80014617 6/13/2005 732
80014618 7/29/2005 759
80014619 7/20/2005 795
80014620 7/12/2005 787
80014621 4/29/2005 716
80014622 6/27/2005 780
80014623 6/30/2005 684
80014624 7/8/2005 788
80014625 6/24/2005 759
80014626 4/15/2005 816
80014627 5/23/2005 803
80014628 6/3/2005 752
80014629 7/25/2005 685
80014630 4/28/2005 677
80014631 4/27/2005 763
80014633 7/7/2005 746
80014634 7/21/2005 779
80014635 7/19/2005 797
80014636 7/15/2005 664
80014637 7/15/2005 732
80014638 4/15/2005 765
80014639 7/8/2005 799
80014640 6/30/2005 746
80014641 6/20/2005 744
80014642 6/24/2005 802
80014643 7/20/2005 717
80014644 7/7/2005 739
80014645 6/24/2005 710
80014646 6/24/2005 656
80014647 7/11/2005 780
80014648 7/22/2005 707
80014649 7/22/2005 777
80014650 7/15/2005 759
80014651 7/8/2005 766
80014652 7/25/2005 760
80014653 7/21/2005 716
80014654 7/15/2005 766
80014655 7/15/2005 680
80014656 7/25/2005 792
80014657 7/2/2005 703
80014658 7/1/2005 771
80014659 6/13/2005 720
80014660 7/13/2005 730
80014661 7/11/2005 768
80014662 6/29/2005 732
80014663 7/14/2005 742
80014664 7/1/2005 706
80014666 7/8/2005 671
80014667 6/29/2005 714
80014668 6/30/2005 758
80014669 7/5/2005 723
80014670 7/1/2005 736
80014671 7/5/2005 772
80014672 6/27/2005 683
80014673 6/24/2005 790
80014674 7/13/2005 684
80014675 7/5/2005 737
80014676 6/22/2005 727
80014677 7/13/2005 675
80014679 7/1/2005 759
80014680 7/20/2005 783
80014681 8/3/2005 726
80014682 7/8/2005 709
80014683 6/30/2005 761
80014684 7/12/2005 701
80014685 7/25/2005 720
80014686 7/8/2005 702
80014688 7/18/2005 715
80014689 7/1/2005 0
80014690 7/8/2005 684
80014691 7/11/2005 722
80014692 7/12/2005 752
80014693 7/18/2005 743
80014694 7/26/2005 737
80014695 7/15/2005 810
80014696 7/20/2005 769
80014697 5/13/2005 798
80014698 4/11/2005 722
80014699 5/17/2005 723
80014700 7/19/2005 692
80014701 5/27/2005 736
80014702 7/5/2005 797
80014703 6/29/2005 791
80014704 6/15/2005 778
80014705 7/15/2005 789
80014706 6/30/2005 681
80014707 7/30/2005 781
80014708 7/7/2005 761
80014709 6/29/2005 792
80014710 6/23/2005 634
80014711 6/23/2005 714
80014712 6/30/2005 801
80014713 6/9/2005 731
80014714 7/15/2005 734
80014715 6/20/2005 712
80014716 6/27/2005 723
80014717 7/5/2005 761
80014718 7/7/2005 805
80014719 7/7/2005 750
80014720 6/22/2005 705
80014721 7/5/2005 730
80014722 7/28/2005 774
80014723 6/24/2005 786
80014724 7/6/2005 739
80014725 7/18/2005 709
80014726 7/8/2005 762
80014727 7/14/2005 778
80014730 7/5/2005 695
80014731 7/8/2005 723
80014732 7/5/2005 725
80014733 7/11/2005 715
80014734 7/22/2005 786
80014735 7/7/2005 816
80014736 7/22/2005 708
80014737 7/15/2005 760
80014738 7/5/2005 800
80014739 7/25/2005 785
80014740 7/13/2005 727
80014741 7/13/2005 789
80014742 7/22/2005 639
80014743 7/15/2005 737
80014744 7/26/2005 775
80014745 7/29/2005 712
80014746 7/22/2005 766
80014747 7/22/2005 793
80014748 7/29/2005 709
EXHIBIT D-4
MORTGAGE LOAN SCHEDULE (LOAN GROUP 4)
WMLT 2005-B
Group 4 Mortgage Loan Schedule
SERVICER ORIGINAL CURRENT
LOANID ID GROUP SERVICER ORIGINATOR BALANCE BALANCE
80013941 1776620 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 789,200.00 789,200.00
80013942 1777885 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 412,000.00 412,000.00
80013943 1778426 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 848,000.00 848,000.00
80013944 3379814 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 433,000.00 432,800.00
80013945 3380314 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 355,000.00 355,000.00
80013946 3380719 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 639,900.00 638,500.00
80013947 3380882 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 450,000.00 450,000.00
80013948 3381110 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 406,000.00 406,000.00
80013949 3381179 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 396,000.00 395,190.54
80013950 3548261 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 640,000.00 640,000.00
80013951 3973538 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 966,000.00 962,927.34
80013952 4085623 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 195,000.00 195,000.00
80013953 4120693 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 369,000.00 368,750.00
80013954 4128172 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 280,000.00 279,930.00
80013955 4128550 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 437,000.00 437,000.00
80013956 4133678 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 1,000,000.00
80013957 4136394 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 344,000.00 344,000.00
80013958 4153650 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 463,000.00 462,609.31
80013959 4156944 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 999,995.85
80013960 4164186 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 200,000.00 200,000.00
80013961 4166346 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 466,400.00 466,400.00
80013962 4166900 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 485,000.00 484,800.00
80013963 4168813 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 320,000.00 319,800.00
80013964 4173555 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 780,000.00 780,000.00
80013965 4181940 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 507,500.00 507,500.00
80013966 4185267 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 388,000.00 388,000.00
80013967 4185609 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 387,200.00 387,200.00
80013968 4188317 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 204,250.00 204,068.09
80013969 4191129 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 559,300.00 559,145.32
80013970 4191461 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 947,000.00 947,000.00
80013971 4191514 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 373,650.00 373,650.00
80013972 4191662 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 999,760.94
80013973 4191798 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 432,000.00 432,000.00
80013974 4191889 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 361,600.00 361,517.13
80013975 4197135 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 424,000.00 424,000.00
80013976 4197163 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 516,000.00 515,910.89
80013977 4198477 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 176,000.00 176,000.00
80013978 4202559 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 246,750.00 246,650.00
80013979 4203643 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 390,000.00 390,000.00
80013980 4207614 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 548,000.00 548,000.00
80013981 4210202 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 480,000.00 479,851.69
80013982 4212277 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 383,000.00 383,000.00
80013983 4212973 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,500,000.00 1,500,000.00
80013984 4216004 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 599,800.00
80013985 4222418 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 520,000.00 520,000.00
80013986 4222615 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 322,000.00 322,000.00
80013987 4223669 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 267,900.00 267,900.00
80013988 4225495 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 374,400.00 374,400.00
80013989 4225694 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 475,000.00 474,949.00
80013990 4226458 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 454,000.00 453,900.00
80013991 4228290 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 615,000.00 614,900.00
80013993 4229017 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 184,000.00 184,000.00
80013994 4229762 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 650,000.00
80013995 4231640 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 596,000.00 596,000.00
80013996 4235127 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 167,200.00 167,200.00
80013998 4237374 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 241,000.00 241,000.00
80013999 4238632 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 490,000.00 489,143.75
80014000 4239604 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 205,500.00 205,400.00
80014001 4240309 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 314,000.00 314,000.00
80014002 4241419 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 615,000.00 615,000.00
80014003 4241823 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 175,600.00 175,600.00
80014004 4244721 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 101,000.00 101,000.00
80014005 4245113 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 320,000.00 319,986.70
80014006 4245473 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 850,000.00 850,000.00
80014007 4245992 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 444,000.00 444,000.00
80014008 4246829 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 630,000.00 630,000.00
80014009 4247511 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 480,000.00 480,000.00
80014010 4247824 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 303,200.00 303,200.00
80014011 4248190 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 487,000.00 487,000.00
80014012 4248634 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 300,000.00 299,831.18
80014013 4248720 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 411,000.00 410,999.99
80014014 4252826 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 308,000.00 307,994.35
80014015 4253034 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 499,998.21
80014016 4253064 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 1,000,000.00 1,000,000.00
80014017 4253636 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 700,000.00 700,000.00
80014018 4254055 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 180,000.00 179,900.00
80014019 4254513 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 391,900.00 391,900.00
80014020 4260124 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 280,000.00 280,000.00
80014021 4260484 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 202,750.00 202,750.00
80014022 4261228 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 427,500.00 427,500.00
80014023 4262453 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 508,000.00 508,000.00
80014024 4264282 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 395,000.00 395,000.00
80014025 4264306 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 564,000.00 563,992.48
80014026 4267338 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 230,000.00 229,999.34
80014027 4267710 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 471,000.00 471,000.00
80014028 4268595 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 600,000.00 600,000.00
80014029 4268875 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 84,000.00 84,000.00
80014030 4269881 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 416,800.00 416,800.00
80014031 4269957 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 530,000.00 528,942.11
80014032 4271454 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 650,000.00 649,999.99
80014033 4271607 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 168,000.00 168,000.00
80014034 4272977 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 207,000.00 206,999.75
80014035 4273604 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 595,000.00 595,000.00
80014036 4274153 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 640,000.00 640,000.00
80014037 4275251 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 97,500.00 97,500.00
80014038 4276689 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 500,000.00 500,000.00
80014039 4282534 Group 4 - 10/1 ARMs National City Mortgage Corp. National City Mortgage Corp. 881,300.00 881,300.00
80014749 29347598 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 864,000.00 864,000.00
80014751 29767209 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 393,828.00 393,828.00
80014752 30095327 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 319,200.00 319,052.39
80014753 30199137 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 174,500.00 174,500.00
80014754 31135015 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 134,400.00 134,400.00
80014755 31342108 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 183,920.00 183,920.00
80014756 31614811 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 348,000.00 346,550.23
80014757 31615032 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 479,900.00 479,900.00
80014758 31615040 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 125,000.00 125,000.00
80014759 31615099 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 172,000.00 150,000.00
80014760 31655244 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 292,500.00 292,500.00
80014761 31786080 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 248,000.00 247,550.00
80014762 31800923 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 375,000.00 375,000.00
80014763 31807050 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,350,000.00 1,278,360.48
80014764 31861446 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 393,600.00 392,297.76
80014765 32145583 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 400,000.00 390,758.40
80014766 32159568 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 312,000.00 312,000.00
80014767 32160665 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 405,000.00 404,200.00
80014768 32209801 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 252,068.94
80014769 32300394 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 185,600.00 184,487.65
80014770 33351735 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 150,000.00 150,000.00
80014771 33407909 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 432,000.00 430,492.80
80014772 33493420 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 311,920.00 311,920.00
80014773 33576604 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 978,400.00 978,170.69
80014774 33585407 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 89,600.00 89,534.00
80014775 33602780 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 204,000.00 204,000.00
80014776 33606385 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 544,000.00 544,000.00
80014777 33612128 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 152,000.00 120,932.05
80014778 33613001 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 368,000.00 367,946.30
80014779 33849415 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 488,000.00 487,816.57
80014781 34062885 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 200,000.00
80014782 34281881 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 210,000.00 210,000.00
80014783 34294579 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,256,250.00 1,256,250.00
80014784 34362418 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 1,005,000.00 1,003,391.88
80014785 34365916 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 80,000.00 80,000.00
80014786 34451088 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 357,600.00 357,600.00
80014787 34465013 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 427,000.00 427,000.00
80014788 34780643 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 340,000.00 340,000.00
80014789 34784264 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 452,050.00 452,050.00
80014790 35059484 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 370,000.00 370,000.00
80014791 134455591 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 308,000.00 306,288.90
80014792 142222553 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 500,000.00 499,998.33
80014793 143298511 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 100,000.00 100,000.00
80014794 143371680 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 115,500.00 115,497.26
80014795 143374718 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 759,000.00 759,000.00
80014796 143422665 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 84,000.00 83,509.74
80014797 143439404 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 428,500.00 428,000.00
80014798 143469294 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 149,200.00 149,200.00
80014799 143525566 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 441,000.00 441,000.00
80014800 143540599 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 407,000.00 407,000.00
80014801 143626133 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 395,000.00 395,000.00
80014802 143745230 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 399,200.00 399,200.00
80014803 201016995 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 115,000.00 114,011.53
80014804 201490729 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 302,000.00 302,000.00
80014805 201546777 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 342,000.00 342,000.00
80014806 201589710 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 167,200.00 167,158.97
80014808 201620630 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 146,400.00 145,493.35
80014810 201646155 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 206,500.00 206,500.00
80014811 201654993 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 359,200.00 356,819.08
80014812 201662079 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 560,000.00 559,051.59
80014813 201676798 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 203,064.00 203,055.56
80014814 201681194 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 200,000.00 199,796.52
80014815 201712932 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 316,550.00 315,924.88
80014816 201745007 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 540,000.00 539,921.44
80014817 201747011 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 127,120.00 127,120.00
80014818 201751468 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 345,600.00 345,600.00
80014819 201784022 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 425,000.00 424,901.31
80014820 201789054 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 585,000.00 585,000.00
80014821 201823192 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 136,000.00 136,000.00
80014823 201832490 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 393,000.00 393,000.00
80014824 201887361 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 410,400.00 410,305.95
80014825 201910528 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 128,800.00 128,780.31
80014826 201920659 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 592,000.00 592,000.00
80014827 202006524 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 415,000.00 415,000.00
80014829 202036133 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 600,000.00 600,000.00
80014830 202108478 Group 4 - 10/1 ARMs Suntrust Mortgage, Inc. Suntrust Mortgage, Inc. 420,000.00 418,533.75
FIRST PRINCIPAL PAID
OCCUPANCY PROPERTY ORIGINAL PAID MATURITY AND THRU
LOANID TYPE TYPE OTERM RTERM LTV DATE DATE INTEREST DATE
80013941 Primary Residence PUD-D 360 358 60.710 10/1/2005 9/1/2035 3,534.96 10/1/2005
80013942 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,017.08 11/1/2005
80013943 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 4,240.00 10/1/2005
80013944 Primary Residence Single Family Detached 360 358 72.770 10/1/2005 9/1/2035 2,210.10 11/1/2005
80013945 Primary Residence PUD-D 360 358 63.960 10/1/2005 9/1/2035 1,664.06 10/1/2005
80013946 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,932.88 11/1/2005
80013947 Primary Residence Single Family Detached 360 358 33.330 10/1/2005 9/1/2035 2,343.75 11/1/2005
80013948 Primary Residence Single Family Detached 360 358 52.320 10/1/2005 9/1/2035 1,903.13 11/1/2005
80013949 Second Home Condominium Hi-Rise 360 358 80.000 10/1/2005 9/1/2035 2,342.49 11/1/2005
80013950 Primary Residence Single Family Detached 360 357 77.580 9/1/2005 8/1/2035 3,133.33 10/1/2005
80013951 Primary Residence Single Family Detached 360 355 70.000 7/1/2005 6/1/2035 4,729.38 11/1/2005
80013952 Primary Residence Single Family Detached 360 358 56.850 10/1/2005 9/1/2035 914.06 10/1/2005
80013953 Primary Residence Single Family Detached 360 358 64.170 10/1/2005 9/1/2035 1,575.94 11/1/2005
80013954 Primary Residence PUD-D 360 358 73.680 10/1/2005 9/1/2035 1,400.00 10/1/2005
80013955 Primary Residence Single Family Detached 360 358 72.830 10/1/2005 9/1/2035 2,093.96 11/1/2005
80013956 Primary Residence Single Family Detached 360 357 57.140 9/1/2005 8/1/2035 4,479.17 11/1/2005
80013957 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,648.33 11/1/2005
80013958 Primary Residence PUD-D 360 358 77.040 10/1/2005 9/1/2035 2,266.77 11/1/2005
80013959 Primary Residence Single Family Detached 360 357 66.010 9/1/2005 8/1/2035 4,687.50 11/1/2005
80013960 Primary Residence Single Family Detached 360 358 50.630 10/1/2005 9/1/2035 979.17 11/1/2005
80013961 Primary Residence CL 360 357 80.000 9/1/2005 8/1/2035 2,186.25 11/1/2005
80013962 Primary Residence 2-4 Family 360 358 60.250 10/1/2005 9/1/2035 2,323.96 10/1/2005
80013963 Primary Residence PUD-D 360 357 74.420 9/1/2005 8/1/2035 1,566.67 11/1/2005
80013964 Second Home Single Family Detached 360 358 34.670 10/1/2005 9/1/2035 3,900.00 11/1/2005
80013965 Primary Residence PUD-D 360 358 70.000 10/1/2005 9/1/2035 2,431.77 10/1/2005
80013966 Second Home Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,818.75 10/1/2005
80013967 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,774.67 11/1/2005
80013968 Primary Residence Single Family Detached 360 358 58.690 10/1/2005 9/1/2035 893.59 11/1/2005
80013969 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 2,563.46 11/1/2005
80013970 Primary Residence Single Family Detached 360 358 43.050 10/1/2005 9/1/2035 4,439.06 11/1/2005
80013971 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,751.48 11/1/2005
80013972 Primary Residence PUD-D 360 358 71.680 10/1/2005 9/1/2035 4,687.50 11/1/2005
80013973 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,070.00 10/1/2005
80013974 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,657.33 11/1/2005
80013975 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,075.83 11/1/2005
80013976 Primary Residence PUD-A 360 358 75.330 10/1/2005 9/1/2035 2,418.75 11/1/2005
80013977 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 788.33 11/1/2005
80013978 Primary Residence Single Family Detached 360 358 75.000 10/1/2005 9/1/2035 1,208.05 10/1/2005
80013979 Primary Residence Single Family Detached 360 358 69.640 10/1/2005 9/1/2035 1,909.38 10/1/2005
80013980 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,911.25 10/1/2005
80013981 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,300.00 10/1/2005
80013982 Primary Residence PUD-D 360 358 38.490 10/1/2005 9/1/2035 1,795.31 11/1/2005
80013983 Primary Residence PUD-D 360 358 49.180 10/1/2005 9/1/2035 7,031.25 10/1/2005
80013984 Primary Residence Single Family Detached 360 358 68.570 10/1/2005 9/1/2035 2,937.50 11/1/2005
80013985 Primary Residence Single Family Detached 360 358 59.090 10/1/2005 9/1/2035 2,383.33 11/1/2005
80013986 Primary Residence PUD-D 360 358 70.000 10/1/2005 9/1/2035 1,542.92 11/1/2005
80013987 Primary Residence CL 360 358 79.970 10/1/2005 9/1/2035 1,311.59 11/1/2005
80013988 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,755.00 11/1/2005
80013989 Primary Residence PUD-D 360 358 68.740 10/1/2005 9/1/2035 2,177.08 10/1/2005
80013990 Primary Residence Single Family Detached 360 358 63.940 10/1/2005 9/1/2035 2,270.00 10/1/2005
80013991 Primary Residence Single Family Detached 360 358 74.550 10/1/2005 9/1/2035 3,010.94 10/1/2005
80013993 Second Home Single Family Detached 360 358 66.910 10/1/2005 9/1/2035 900.83 10/1/2005
80013994 Primary Residence PUD-D 360 358 67.360 10/1/2005 9/1/2035 3,385.42 10/1/2005
80013995 Primary Residence PUD 360 358 80.000 10/1/2005 9/1/2035 2,731.67 11/1/2005
80013996 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 783.75 10/1/2005
80013998 Primary Residence Single Family Detached 360 358 31.500 10/1/2005 9/1/2035 1,205.00 11/1/2005
80013999 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 2,143.75 10/1/2005
80014000 Primary Residence PUD-A 360 358 57.080 10/1/2005 9/1/2035 1,006.09 11/1/2005
80014001 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,602.71 11/1/2005
80014002 Primary Residence Single Family Detached 360 358 76.880 10/1/2005 9/1/2035 2,946.88 11/1/2005
80014003 Primary Residence PUD-A 360 358 80.000 10/1/2005 9/1/2035 859.71 11/1/2005
80014004 Primary Residence PUD-D 360 358 72.140 10/1/2005 9/1/2035 473.44 11/1/2005
80014005 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,566.67 10/1/2005
80014006 Primary Residence Single Family Detached 360 358 69.390 10/1/2005 9/1/2035 4,072.92 11/1/2005
80014007 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,173.75 10/1/2005
80014008 Primary Residence PUD-D 360 358 60.000 10/1/2005 9/1/2035 3,018.75 10/1/2005
80014009 Primary Residence Single Family Detached 360 358 66.210 10/1/2005 9/1/2035 2,500.00 11/1/2005
80014010 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 1,484.42 10/1/2005
80014011 Primary Residence Single Family Detached 360 358 73.790 10/1/2005 9/1/2035 2,384.27 10/1/2005
80014012 Primary Residence CL 360 358 72.290 10/1/2005 9/1/2035 1,562.50 11/1/2005
80014013 Primary Residence Single Family Detached 360 358 62.270 10/1/2005 9/1/2035 1,969.38 10/1/2005
80014014 Primary Residence PUD-A 360 358 80.000 10/1/2005 9/1/2035 1,636.25 10/1/2005
80014015 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 2,395.83 11/1/2005
80014016 Primary Residence PUD-D 360 358 65.250 10/1/2005 9/1/2035 4,166.67 10/1/2005
80014017 Primary Residence PUD-D 360 358 70.000 10/1/2005 9/1/2035 3,500.00 11/1/2005
80014018 Primary Residence PUD-D 360 358 66.680 10/1/2005 9/1/2035 862.50 11/1/2005
80014019 Primary Residence CL 360 358 80.000 10/1/2005 9/1/2035 1,918.68 11/1/2005
80014020 Primary Residence PUD-D 360 358 80.000 10/1/2005 9/1/2035 1,341.67 10/1/2005
80014021 Primary Residence Single Family Detached 360 358 56.320 10/1/2005 9/1/2035 992.63 11/1/2005
80014022 Primary Residence PUD-A 360 358 75.000 10/1/2005 9/1/2035 2,048.44 11/1/2005
80014023 Primary Residence CP 360 358 80.000 10/1/2005 9/1/2035 2,381.25 10/1/2005
80014024 Primary Residence PUD-D 360 358 63.710 10/1/2005 9/1/2035 1,933.85 11/1/2005
80014025 Primary Residence Single Family Detached 360 358 50.000 10/1/2005 9/1/2035 2,996.25 11/1/2005
80014026 Primary Residence Single Family Detached 360 358 65.710 10/1/2005 9/1/2035 1,150.00 11/1/2005
80014027 Primary Residence Single Family Detached 360 358 57.090 10/1/2005 9/1/2035 2,305.94 10/1/2005
80014028 Primary Residence PUD-D 360 358 75.000 10/1/2005 9/1/2035 2,875.00 11/1/2005
80014029 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 402.50 10/1/2005
80014030 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 2,084.00 11/1/2005
80014031 Primary Residence Single Family Detached 360 358 64.630 10/1/2005 9/1/2035 3,177.62 10/1/2005
80014032 Primary Residence Single Family Detached 360 358 74.710 10/1/2005 9/1/2035 3,114.58 11/1/2005
80014033 Second Home PUD-D 360 358 80.000 10/1/2005 9/1/2035 875.00 11/1/2005
80014034 Primary Residence Single Family Detached 360 358 86.250 10/1/2005 9/1/2035 1,121.25 11/1/2005
80014035 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 3,098.96 10/1/2005
80014036 Primary Residence Single Family Detached 360 358 80.000 10/1/2005 9/1/2035 3,266.67 10/1/2005
80014037 Primary Residence Condominium 360 358 67.240 10/1/2005 9/1/2035 477.34 10/1/2005
80014038 Primary Residence Single Family Detached 360 358 65.790 10/1/2005 9/1/2035 2,552.08 10/1/2005
80014039 Primary Residence Single Family Detached 360 358 70.000 10/1/2005 9/1/2035 4,498.30 11/1/2005
80014749 Primary Residence Single Family Detached 360 356 50.820 8/1/2005 7/1/2035 4,320.00 10/1/2005
80014751 Primary Residence Single Family Detached 360 345 80.000 9/1/2005 8/1/2034 1,887.09 11/1/2005
80014752 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,496.25 10/1/2005
80014753 Primary Residence PUD-D 360 355 49.860 7/1/2005 6/1/2035 836.15 11/1/2005
80014754 Second Home Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 616.00 11/1/2005
80014755 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 881.28 11/1/2005
80014756 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 1,631.25 11/1/2005
80014757 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 2,199.54 11/1/2005
80014758 Primary Residence Single Family Detached 360 356 50.000 8/1/2005 7/1/2035 585.94 11/1/2005
80014759 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 806.25 11/1/2005
80014760 Primary Residence Single Family Detached 360 355 75.000 7/1/2005 6/1/2035 1,432.03 10/1/2005
80014761 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 1,188.33 11/1/2005
80014762 Second Home CL 360 356 44.120 8/1/2005 7/1/2035 1,835.94 11/1/2005
80014763 Primary Residence PUD-D 360 357 36.490 9/1/2005 8/1/2035 6,187.50 11/1/2005
80014764 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,265.78 10/1/2005
80014765 Primary Residence Single Family Detached 360 355 22.860 7/1/2005 6/1/2035 1,958.33 10/1/2005
80014766 Primary Residence Single Family Detached 360 356 63.670 8/1/2005 7/1/2035 1,495.00 10/1/2005
80014767 Primary Residence Single Family Detached 360 356 77.140 8/1/2005 7/1/2035 1,982.81 11/1/2005
80014768 Primary Residence Single Family Detached 360 356 77.270 8/1/2005 7/1/2035 1,558.33 11/1/2005
80014769 Investor Property Single Family Detached 360 355 74.990 7/1/2005 6/1/2035 1,157.90 11/1/2005
80014770 Second Home CL 360 357 30.610 9/1/2005 8/1/2035 750.00 10/1/2005
80014771 Primary Residence Condominium Hi-Rise 360 357 80.000 9/1/2005 8/1/2035 2,070.00 11/1/2005
80014772 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,462.13 11/1/2005
80014773 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 4,586.25 10/1/2005
80014774 Primary Residence CL 360 354 80.000 6/1/2005 5/1/2035 447.67 10/1/2005
80014775 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 935.00 10/1/2005
80014776 Primary Residence PUD-D 360 355 80.000 7/1/2005 6/1/2035 2,606.67 10/1/2005
80014777 Primary Residence Single Family Detached 360 355 69.410 7/1/2005 6/1/2035 775.84 11/1/2005
80014778 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,686.54 10/1/2005
80014779 Second Home Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 2,287.50 10/1/2005
80014781 Primary Residence Single Family Detached 360 355 31.250 7/1/2005 6/1/2035 937.50 10/1/2005
80014782 Primary Residence Single Family Detached 360 357 79.250 9/1/2005 8/1/2035 962.50 11/1/2005
80014783 Primary Residence Single Family Detached 360 357 75.000 9/1/2005 8/1/2035 6,150.39 11/1/2005
80014784 Primary Residence Single Family Detached 360 355 77.320 7/1/2005 6/1/2035 4,396.88 11/1/2005
80014785 Primary Residence Single Family Detached 360 356 28.580 8/1/2005 7/1/2035 383.33 10/1/2005
80014786 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,676.25 11/1/2005
80014787 Primary Residence PUD-D 360 356 70.000 8/1/2005 7/1/2035 2,135.00 11/1/2005
80014788 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,593.75 10/1/2005
80014789 Primary Residence Single Family Detached 360 357 79.990 9/1/2005 8/1/2035 2,024.81 11/1/2005
80014790 Primary Residence Single Family Detached 360 357 19.730 9/1/2005 8/1/2035 1,811.46 11/1/2005
80014791 Primary Residence PUD-D 351 346 80.000 7/1/2005 9/1/2034 1,814.79 10/1/2005
80014792 Primary Residence Single Family Detached 360 357 60.980 9/1/2005 8/1/2035 2,604.17 10/1/2005
80014793 Primary Residence Single Family Detached 360 356 46.510 8/1/2005 7/1/2035 468.75 11/1/2005
80014794 Primary Residence Single Family Detached 360 355 46.200 7/1/2005 6/1/2035 517.34 10/1/2005
80014795 Primary Residence Single Family Detached 360 356 48.970 8/1/2005 7/1/2035 3,557.81 10/1/2005
80014796 Primary Residence PUD-D 360 355 41.180 7/1/2005 6/1/2035 411.25 11/1/2005
80014797 Primary Residence Single Family Detached 360 356 77.910 8/1/2005 7/1/2035 1,963.50 10/1/2005
80014798 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 730.46 11/1/2005
80014799 Primary Residence PUD-D 360 356 89.820 8/1/2005 7/1/2035 2,159.06 11/1/2005
80014800 Primary Residence PUD-D 360 356 67.830 8/1/2005 7/1/2035 1,992.60 10/1/2005
80014801 Primary Residence Single Family Detached 360 356 34.350 8/1/2005 7/1/2035 2,016.15 11/1/2005
80014802 Primary Residence Single Family Detached 360 357 80.000 9/1/2005 8/1/2035 1,954.42 11/1/2005
80014803 Primary Residence Single Family Detached 360 354 70.040 6/1/2005 5/1/2035 717.46 10/1/2005
80014804 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 1,478.54 11/1/2005
80014805 Second Home PUD-D 360 355 80.000 7/1/2005 6/1/2035 1,710.00 11/1/2005
80014806 Primary Residence PUD-D 360 354 79.620 6/1/2005 5/1/2035 818.58 10/1/2005
80014808 Primary Residence Single Family Detached 360 354 80.000 6/1/2005 5/1/2035 866.02 11/1/2005
80014810 Primary Residence PUD-D 360 355 35.910 7/1/2005 6/1/2035 946.46 10/1/2005
80014811 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 1,608.92 11/1/2005
80014812 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,683.10 11/1/2005
80014813 Primary Residence PUD-D 360 354 80.000 6/1/2005 5/1/2035 930.70 10/1/2005
80014814 Primary Residence PUD-A 360 356 43.960 8/1/2005 7/1/2035 957.93 10/1/2005
80014815 Primary Residence PUD-A 360 355 70.890 7/1/2005 6/1/2035 1,482.86 11/1/2005
80014816 Primary Residence Single Family Detached 360 356 68.790 8/1/2005 7/1/2035 2,531.12 10/1/2005
80014817 Primary Residence Single Family Detached 360 356 80.000 8/1/2005 7/1/2035 569.39 11/1/2005
80014818 Primary Residence PUD-A 360 355 80.000 7/1/2005 6/1/2035 1,620.00 11/1/2005
80014819 Primary Residence PUD-D 360 356 53.130 8/1/2005 7/1/2035 2,036.46 10/1/2005
80014820 Second Home Single Family Detached 360 356 79.590 8/1/2005 7/1/2035 2,864.06 11/1/2005
80014821 Primary Residence Single Family Detached 360 355 80.000 7/1/2005 6/1/2035 637.50 11/1/2005
80014823 Primary Residence PUD-D 360 356 59.100 8/1/2005 7/1/2035 1,883.13 10/1/2005
80014824 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 1,881.00 11/1/2005
80014825 Primary Residence Single Family Detached 360 356 79.980 8/1/2005 7/1/2035 630.56 11/1/2005
80014826 Primary Residence PUD-D 360 356 80.000 8/1/2005 7/1/2035 2,836.67 11/1/2005
80014827 Primary Residence Single Family Detached 360 357 62.880 9/1/2005 8/1/2035 2,031.77 11/1/2005
80014829 Primary Residence Single Family Detached 360 357 64.860 9/1/2005 8/1/2035 2,812.50 11/1/2005
80014830 Primary Residence Single Family Detached 360 357 58.330 9/1/2005 8/1/2035 1,968.75 10/1/2005
FIRST RATE CURRENT
DOCUMENTATION APPRAISAL FREQUENCY INTEREST INITIAL PERIODIC LIFE GROSS
LOANID PURPOSE TYPE VALUE CHANGE DATE RATE CAP CAP CAP MARGIN
80013941 Purchase Full 1,300,000.00 9/1/2015 5.375 5.000 2.000 5.000 2.250
80013942 Cashout Refi Full 515,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013943 Purchase Full 1,060,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80013944 Cashout Refi Full 595,000.00 9/1/2015 6.125 5.000 2.000 5.000 2.250
80013945 Purchase Full 555,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013946 Purchase Full 800,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013947 Rate/Term Refi Full 1,350,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80013948 Purchase Full 780,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013949 Purchase Stated Income/Assets Verified 495,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013950 Rate/Term Refi Full 825,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80013951 Cashout Refi Stated Income/Assets Verified 1,380,000.00 6/1/2015 5.875 5.000 2.000 5.000 2.250
80013952 Rate/Term Refi Full 343,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013953 Cashout Refi Stated Income/Assets Verified 575,000.00 9/1/2015 5.125 5.000 2.000 5.000 2.250
80013954 Cashout Refi Full 380,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80013955 Cashout Refi Full 600,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013956 Rate/Term Refi Stated Income/Assets Verified 1,750,000.00 8/1/2015 5.375 5.000 2.000 5.000 2.250
80013957 Cashout Refi Full 430,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80013958 Cashout Refi Full 601,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013959 Purchase Full 1,515,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80013960 Cashout Refi Full 395,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013961 Purchase Full 583,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80013962 Purchase Full 805,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013963 Cashout Refi Full 430,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80013964 Cashout Refi Stated Income/Assets Verified 2,250,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80013965 Purchase Full 730,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013966 Purchase Full 490,700.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013967 Purchase Full 495,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013968 Rate/Term Refi Full 348,000.00 9/1/2015 5.250 5.000 2.000 5.000 2.250
80013969 Purchase Full 810,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013970 Rate/Term Refi Full 2,200,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013971 Purchase Full 480,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013972 Purchase Full 1,400,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013973 Purchase Stated Income/Assets Verified 555,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013974 Cashout Refi Full 452,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013975 Cashout Refi Full 530,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013976 Rate/Term Refi Full 685,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013977 Rate/Term Refi Full 220,000.00 9/1/2015 5.375 5.000 2.000 5.000 2.250
80013978 Purchase Stated Income/Assets Verified 329,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013979 Cashout Refi Full 560,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013980 Purchase Stated Income/Assets Verified 685,000.00 9/1/2015 6.375 5.000 2.000 5.000 2.250
80013981 Purchase Full 600,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013982 Rate/Term Refi Full 995,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013983 Cashout Refi Stated Income/Assets Verified 3,050,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013984 Purchase Full 875,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013985 Purchase Full 880,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013986 Cashout Refi Stated Income/Assets Verified 460,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80013987 Rate/Term Refi Full 335,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013988 Cashout Refi Full 468,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013989 Cashout Refi Full 691,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013990 Cashout Refi Stated Income/Assets Verified 710,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80013991 Cashout Refi Full 825,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013993 Cashout Refi Full 275,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80013994 Cashout Refi Stated Income/Assets Verified 965,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80013995 Purchase Full 747,000.00 9/1/2015 5.500 5.000 2.000 5.000 2.250
80013996 Purchase Full 209,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80013998 Cashout Refi Stated Income/Assets Verified 765,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80013999 Cashout Refi Stated Income/Assets Verified 700,000.00 9/1/2015 5.250 5.000 2.000 5.000 2.250
80014000 Cashout Refi Full 360,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014001 Purchase Stated Income/Assets Verified 392,500.00 8/1/2015 6.125 5.000 2.000 5.000 2.250
80014002 Rate/Term Refi Stated Income/Assets Verified 800,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014003 Purchase Full 220,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014004 Rate/Term Refi Full 140,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80014005 Cashout Refi Full 400,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014006 Purchase Stated Income/Assets Verified 1,225,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014007 Purchase Full 555,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014008 Cashout Refi Stated Income/Assets Verified 1,050,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014009 Cashout Refi Stated Income/Assets Verified 725,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80014010 Purchase Full 550,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014011 Cashout Refi Stated Income/Assets Verified 660,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014012 Cashout Refi Full 415,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80014013 Purchase Stated Income/Assets Verified 662,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014014 Cashout Refi Full 385,000.00 9/1/2015 6.375 5.000 2.000 5.000 2.250
80014015 Cashout Refi Full 625,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014016 Purchase Full 1,550,000.00 9/1/2015 5.000 5.000 2.000 5.000 2.250
80014017 Cashout Refi Full 1,000,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80014018 Purchase Full 271,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014019 Purchase Full 490,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014020 Cashout Refi Full 350,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014021 Cashout Refi Full 360,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014022 Rate/Term Refi Full 570,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014023 Cashout Refi Full 635,000.00 9/1/2015 5.625 5.000 2.000 5.000 2.250
80014024 Cashout Refi Full 620,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014025 Cashout Refi Stated Income/Assets Verified 1,128,000.00 9/1/2015 6.375 5.000 2.000 5.000 2.250
80014026 Cashout Refi Full 350,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80014027 Rate/Term Refi Full 825,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014028 Purchase Stated Income/Assets Verified 800,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014029 Purchase Full 105,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014030 Cashout Refi Full 521,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80014031 Cashout Refi Full 820,000.00 9/1/2015 6.000 5.000 2.000 5.000 2.250
80014032 Purchase Stated Income/Assets Verified 875,000.00 9/1/2015 5.750 5.000 2.000 5.000 2.250
80014033 Purchase Stated Income/Assets Verified 210,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80014034 Rate/Term Refi Full 240,000.00 9/1/2015 6.500 5.000 2.000 5.000 2.250
80014035 Cashout Refi Stated Income/Assets Verified 850,000.00 9/1/2015 6.250 5.000 2.000 5.000 2.250
80014036 Purchase Stated Income/Assets Verified 800,000.00 9/1/2015 6.125 5.000 2.000 5.000 2.250
80014037 Rate/Term Refi Full 145,000.00 9/1/2015 5.875 5.000 2.000 5.000 2.250
80014038 Cashout Refi Stated Income/Assets Verified 760,000.00 9/1/2015 6.125 5.000 2.000 5.000 2.250
80014039 Purchase Stated Income/Assets Verified 1,277,500.00 9/1/2015 6.125 5.000 2.000 5.000 2.250
80014749 Rate/Term Refi Full 1,700,000.00 7/1/2015 6.000 5.000 2.000 5.000 2.250
80014751 Purchase Full 0.00 8/1/2014 6.250 5.000 2.000 5.000 2.250
80014752 Purchase Full 400,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014753 Cashout Refi Full 350,000.00 6/1/2015 5.750 5.000 2.000 5.000 2.250
80014754 Purchase Full 170,000.00 6/1/2015 5.500 5.000 2.000 5.000 2.250
80014755 Purchase Full 231,500.00 6/1/2015 5.750 5.000 2.000 5.000 2.250
80014756 Purchase Full 435,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014757 Purchase Full 600,000.00 7/1/2015 5.500 5.000 2.000 5.000 2.250
80014758 Purchase Full 250,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014759 Purchase Full 215,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014760 Cashout Refi Stated Income/Assets Verified 390,000.00 6/1/2015 5.875 5.000 2.000 5.000 2.250
80014761 Purchase Full 311,000.00 5/1/2015 5.750 5.000 2.000 5.000 2.250
80014762 Purchase Full 870,000.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014763 Purchase Full 3,700,000.00 8/1/2015 5.500 5.000 2.000 5.000 2.250
80014764 Rate/Term Refi Full 492,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80014765 Purchase Full 1,800,000.00 6/1/2015 5.875 5.000 2.000 5.000 2.250
80014766 Cashout Refi Full 490,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014767 Cashout Refi Full 525,000.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014768 Purchase Full 440,000.00 7/1/2015 5.500 5.000 2.000 5.000 2.250
80014769 Purchase Full 247,500.00 6/1/2015 6.375 5.000 2.000 5.000 2.625
80014770 Purchase Full 490,000.00 8/1/2015 6.000 5.000 2.000 5.000 2.250
80014771 Purchase Full 550,000.00 8/1/2015 5.750 5.000 2.000 5.000 2.250
80014772 Purchase Full 400,000.00 6/1/2015 5.625 5.000 2.000 5.000 2.250
80014773 Purchase Full 1,223,000.00 5/1/2015 5.625 5.000 2.000 5.000 2.250
80014774 Purchase Full 135,000.00 5/1/2015 6.000 5.000 2.000 5.000 2.250
80014775 Purchase Full 260,000.00 5/1/2015 5.500 5.000 2.000 5.000 2.250
80014776 Purchase Full 680,000.00 6/1/2015 5.750 5.000 2.000 5.000 2.250
80014777 Rate/Term Refi Full 219,000.00 6/1/2015 6.125 5.000 2.000 5.000 2.250
80014778 Purchase Full 465,000.00 6/1/2015 5.500 5.000 2.000 5.000 2.250
80014779 Purchase Full 610,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80014781 Purchase Full 640,000.00 6/1/2015 5.625 5.000 2.000 5.000 2.250
80014782 Cashout Refi Full 265,000.00 8/1/2015 5.500 5.000 2.000 5.000 2.250
80014783 Purchase Full 1,700,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80014784 Purchase Full 1,300,000.00 6/1/2015 5.250 5.000 2.000 5.000 2.250
80014785 Purchase Full 280,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014786 Purchase Full 453,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80014787 Cashout Refi Full 610,000.00 7/1/2015 6.000 5.000 2.000 5.000 2.250
80014788 Purchase Full 435,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014789 Purchase Full 600,000.00 8/1/2015 5.375 5.000 2.000 5.000 2.250
80014790 Rate/Term Refi Full 1,875,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80014791 Purchase Full 385,000.00 6/1/2015 5.750 5.000 2.000 5.000 2.250
80014792 Cashout Refi Full 820,000.00 8/1/2015 6.250 5.000 2.000 5.000 2.250
80014793 Cashout Refi Full 215,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014794 Rate/Term Refi Full 250,000.00 6/1/2015 5.375 5.000 2.000 5.000 2.250
80014795 Rate/Term Refi Full 1,550,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014796 Purchase Full 210,000.00 6/1/2015 5.875 5.000 2.000 5.000 2.250
80014797 Rate/Term Refi Full 550,000.00 7/1/2015 5.500 5.000 2.000 5.000 2.250
80014798 Purchase Full 188,000.00 6/1/2015 5.875 5.000 2.000 5.000 2.250
80014799 Purchase Full 492,000.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014800 Rate/Term Refi Full 600,000.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014801 Cashout Refi Stated Income/Assets Verified 1,150,000.00 7/1/2015 6.125 5.000 2.000 5.000 2.250
80014802 Purchase Full 510,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80014803 Purchase Stated Income/Assets Verified 166,000.00 5/1/2015 6.375 5.000 2.000 5.000 2.250
80014804 Purchase Full 390,000.00 5/1/2015 5.875 5.000 2.000 5.000 2.250
80014805 Purchase Full 430,000.00 6/1/2015 6.000 5.000 2.000 5.000 2.250
80014806 Purchase Full 210,000.00 5/1/2015 5.875 5.000 2.000 5.000 2.250
80014808 Purchase Full 184,000.00 5/1/2015 5.875 5.000 2.000 5.000 2.250
80014810 Rate/Term Refi Full 575,000.00 6/1/2015 5.500 5.000 2.000 5.000 2.250
80014811 Purchase Full 465,000.00 6/1/2015 5.375 5.000 2.000 5.000 2.250
80014812 Purchase Full 700,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014813 Purchase Full 254,000.00 5/1/2015 5.500 5.000 2.000 5.000 2.250
80014814 Cashout Refi Full 455,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014815 Purchase Full 447,000.00 6/1/2015 5.625 5.000 2.000 5.000 2.250
80014816 Purchase Full 785,000.00 7/1/2015 5.625 5.000 2.000 5.000 2.250
80014817 Purchase Full 160,000.00 7/1/2015 5.375 5.000 2.000 5.000 2.250
80014818 Purchase Full 432,000.00 6/1/2015 5.625 5.000 2.000 5.000 2.250
80014819 Purchase Full 800,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014820 Purchase Full 736,000.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014821 Purchase Full 178,000.00 6/1/2015 5.625 5.000 2.000 5.000 2.250
80014823 Cashout Refi Full 665,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014824 Purchase Full 515,000.00 7/1/2015 5.500 5.000 2.000 5.000 2.250
80014825 Purchase Full 161,040.00 7/1/2015 5.875 5.000 2.000 5.000 2.250
80014826 Cashout Refi Full 740,000.00 7/1/2015 5.750 5.000 2.000 5.000 2.250
80014827 Rate/Term Refi Full 660,000.00 8/1/2015 5.875 5.000 2.000 5.000 2.250
80014829 Rate/Term Refi Full 925,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
80014830 Cashout Refi Full 720,000.00 8/1/2015 5.625 5.000 2.000 5.000 2.250
DATE
OF ORIGINAL
LOANID ORIGINATION FICO
80013941 8/12/2005 780
80013942 8/11/2005 775
80013943 8/12/2005 703
80013944 8/12/2005 699
80013945 8/19/2005 789
80013946 8/12/2005 773
80013947 8/16/2005 708
80013948 8/22/2005 760
80013949 8/19/2005 804
80013950 7/18/2005 719
80013951 5/26/2005 773
80013952 8/18/2005 765
80013953 8/15/2005 692
80013954 8/10/2005 723
80013955 8/10/2005 808
80013956 7/25/2005 782
80013957 6/29/2005 711
80013958 8/12/2005 727
80013959 7/28/2005 768
80013960 8/16/2005 802
80013961 7/22/2005 766
80013962 8/16/2005 645
80013963 7/11/2005 738
80013964 8/16/2005 754
80013965 8/15/2005 786
80013966 8/15/2005 765
80013967 8/15/2005 741
80013968 8/17/2005 729
80013969 8/12/2005 786
80013970 8/17/2005 774
80013971 8/12/2005 772
80013972 8/17/2005 748
80013973 8/11/2005 755
80013974 8/12/2005 699
80013975 8/17/2005 647
80013976 8/12/2005 754
80013977 8/11/2005 734
80013978 8/19/2005 662
80013979 8/4/2005 746
80013980 8/12/2005 733
80013981 8/15/2005 732
80013982 8/5/2005 787
80013983 8/10/2005 797
80013984 8/16/2005 680
80013985 8/18/2005 693
80013986 8/12/2005 731
80013987 8/5/2005 719
80013988 8/8/2005 770
80013989 8/5/2005 733
80013990 8/9/2005 748
80013991 8/9/2005 666
80013993 8/18/2005 653
80013994 8/10/2005 765
80013995 8/19/2005 798
80013996 8/5/2005 789
80013998 8/15/2005 680
80013999 8/11/2005 677
80014000 8/15/2005 761
80014001 7/29/2005 744
80014002 8/15/2005 745
80014003 8/17/2005 792
80014004 8/12/2005 751
80014005 8/15/2005 752
80014006 8/12/2005 785
80014007 8/5/2005 775
80014008 8/8/2005 812
80014009 8/8/2005 759
80014010 8/11/2005 701
80014011 8/11/2005 684
80014012 8/15/2005 706
80014013 8/18/2005 790
80014014 8/17/2005 749
80014015 8/16/2005 713
80014016 8/18/2005 734
80014017 8/10/2005 708
80014018 8/16/2005 749
80014019 8/12/2005 715
80014020 8/11/2005 756
80014021 8/15/2005 767
80014022 8/18/2005 684
80014023 8/12/2005 758
80014024 8/8/2005 761
80014025 8/5/2005 762
80014026 8/17/2005 793
80014027 8/12/2005 759
80014028 8/19/2005 703
80014029 8/11/2005 771
80014030 8/23/2005 781
80014031 8/15/2005 762
80014032 8/10/2005 729
80014033 8/11/2005 759
80014034 8/11/2005 748
80014035 8/16/2005 670
80014036 8/18/2005 763
80014037 8/17/2005 659
80014038 8/8/2005 721
80014039 8/16/2005 792
80014749 6/7/2005 809
80014751 7/20/2005 756
80014752 6/13/2005 771
80014753 5/25/2005 788
80014754 5/26/2005 734
80014755 5/16/2005 692
80014756 6/1/2005 731
80014757 6/15/2005 769
80014758 6/7/2005 614
80014759 6/16/2005 790
80014760 5/25/2005 722
80014761 4/8/2005 784
80014762 6/28/2005 764
80014763 7/15/2005 792
80014764 7/8/2005 722
80014765 6/24/2005 760
80014766 6/22/2005 754
80014767 6/24/2005 782
80014768 7/7/2005 666
80014769 5/2/2005 788
80014770 7/19/2005 784
80014771 7/12/2005 807
80014772 5/31/2005 679
80014773 5/2/2005 750
80014774 4/29/2005 743
80014775 4/21/2005 772
80014776 5/20/2005 735
80014777 5/2/2005 796
80014778 5/26/2005 686
80014779 7/15/2005 778
80014781 5/27/2005 804
80014782 7/11/2005 778
80014783 7/22/2005 792
80014784 5/31/2005 733
80014785 6/13/2005 731
80014786 7/1/2005 786
80014787 6/22/2005 685
80014788 6/30/2005 713
80014789 7/8/2005 704
80014790 7/25/2005 791
80014791 5/27/2005 660
80014792 7/28/2005 767
80014793 6/10/2005 815
80014794 5/23/2005 802
80014795 6/17/2005 700
80014796 5/23/2005 750
80014797 6/24/2005 731
80014798 5/3/2005 729
80014799 6/27/2005 774
80014800 6/27/2005 793
80014801 6/17/2005 791
80014802 7/11/2005 701
80014803 4/29/2005 752
80014804 4/4/2005 776
80014805 5/13/2005 709
80014806 4/7/2005 629
80014808 5/3/2005 752
80014810 5/18/2005 683
80014811 5/18/2005 759
80014812 6/30/2005 683
80014813 4/29/2005 625
80014814 6/2/2005 740
80014815 5/26/2005 808
80014816 6/30/2005 761
80014817 6/6/2005 770
80014818 5/25/2005 786
80014819 6/30/2005 802
80014820 6/30/2005 755
80014821 5/31/2005 763
80014823 6/17/2005 690
80014824 6/27/2005 696
80014825 6/30/2005 686
80014826 6/20/2005 729
80014827 7/7/2005 792
80014829 7/7/2005 761
80014830 7/18/2005 736
EXHIBIT E
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: Wachovia Bank, National Association
301 South College Street
Charlotte, North Carolina 28288
Re: Pooling and Servicing Agreement, dated as of November 22, 2005, among
Wachovia Mortgage Loan Trust, LLC, as depositor, Wells Fargo Bank,
National Association, as master servicer and certificate administrator,
National City Mortgage Co. and SunTrust Mortgage, Inc., as servicers,
and U.S. Bank National Association, as trustee, issuing Wachovia
Mortgage Loan Trust, LLC Mortgage Pass-Through Certificates Series
2005-B
In connection with the administration of the Mortgage Loans held by you
pursuant to the above-captioned Pooling and Servicing Agreement, we request the
release, and hereby acknowledge receipt, of the Mortgage File for the Mortgage
Loan described below, for the reason indicated.
Mortgage Loan Number:
Mortgagor Name, Address & Zip Code:
Reason for Requesting Documents (check one):
_____ 1. Mortgage Paid in Full and proceeds have been
deposited into the Servicer Custodial Account
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Repurchase
_____ 5. Other (Describe)
Capitalized terms used herein shall have the meanings ascribed to them
in the Pooling and Servicing Agreement.
____________________________________
[Name of Servicer]
By:_________________________________
Name:
Title:
EXHIBIT F
FORM OF CERTIFICATION OF ESTABLISHMENT OF ACCOUNT
[Date]
_______________ hereby certifies that it has established a Servicer
Custodial Account pursuant to Section 3.08(e) of the Pooling and Servicing
Agreement, dated November 22, 2005, among Wachovia Bank, National Association,
as depositor,
Wells Fargo Bank, National Association, as master servicer and certificate
administrator, National City Mortgage Co. and SunTrust Mortgage, Inc., as
servicers, and U.S. Bank National Association, as trustee.
____________________________________
[Name of Servicer]
By: ________________________________
Name:
Title:
EXHIBIT G-1
FORM OF TRANSFEROR'S CERTIFICATE
[Date]
Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Client Manager -- Wachovia Mortgage Loan Trust, Series 2005-B
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through
Certificates, Series 2005-B, Class ______
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to ______________ (the "Transferee") of the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
6.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated November 22, 2005, among Wachovia Mortgage Loan Trust, LLC,
as depositor, Wells Fargo Bank, National Association, as master servicer and
certificate administrator, National City Mortgage Co. and SunTrust Mortgage,
Inc., as servicers, and U.S. Bank National Association, as trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Administrator, that:
1. The Transferor is the lawful owner of the Transferred
Certificates with the full right to transfer such Certificates free from any and
all claims and encumbrances whatsoever.
2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation with respect to any Transferred Certificate, any interest in a
Transferred Certificate or any other similar security by means of general
advertising or in any other manner, or (e) taken any other action with respect
to any Transferred Certificate, any interest in a Transferred Certificate or any
other similar security, which (in the case of any of the acts described in
clauses (a) through (e) hereof) would constitute a distribution of the
Transferred Certificates under the Securities Act of 1933, as amended (the "1933
Act"), would render the disposition of the Transferred Certificates a violation
of Section 5 of the 1933 Act or any state securities laws, or would require
registration or qualification of the Transferred Certificates pursuant to the
1933 Act or any state securities laws.
Very truly yours,
____________________________________
(Transferor)
By:_________________________________
Name:
Title:
EXHIBIT G-2A
FORM 1 OF TRANSFEREE'S CERTIFICATE
______________,200___
Wells Fargo Bank, National Association,
as Certificate Administrator
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attn.: Client Manager -- Wachovia Mortgage Loan Trust, Series 2005-B
Re: Wachovia Mortgage Loan Trust, LLC Series 2005-B
Mortgage Pass-Through Certificates, Series 2005-B,
Class _____
Ladies and Gentlemen:
______________ (the "Purchaser") intends to purchase from
______________ (the "Seller") $_________ initial Class Balance of Mortgage
Pass-Through Certificates, Series 2005-B, Class _____ (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of November 22, 2005 among Wachovia Mortgage
Loan Trust, LLC, as Depositor (the "Depositor"), Wells Fargo Bank, National
Association, as master servicer and certificate administrator, National City
Mortgage Co. and SunTrust Mortgage, Inc., as servicers (each, a "Servicer") and
U.S. Bank National Association, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Seller and the Certificate Administrator
that:
1. The Purchaser understands that (a) the Certificates
have not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state securities
law, (b) the Seller is not required to so register or qualify the
Certificates, (c) the Certificates may be resold only if registered and
qualified pursuant to the provisions of the Act or any state securities
law, or if an exemption from such registration and qualification is
available, (d) the Pooling and Servicing Agreement contains
restrictions regarding the transfer of the Certificates and (e) the
Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its
own account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an investment
and (c) an "accredited investor" within the meaning of Rule 501 (a)
promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) a copy of the Pooling and Servicing Agreement
and (b) such other information concerning the Certificates, the
Mortgage Loans and the Seller as has been requested by the Purchaser
from the Seller or the Seller and is relevant to the Purchaser's
decision to purchase the Certificates. The Purchaser has had any
questions arising from such review answered by the Seller or the Seller
to the satisfaction of the Purchaser.
5. The Purchaser has not and will not nor has it
authorized or will it authorize any person to (a) offer, pledge, sell,
dispose of or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any manner,
(b) solicit any offer to buy or to accept a pledge, disposition of
other transfer of any Certificate, any interest in any Certificate or
any other similar security from any person in any manner, (c) otherwise
approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any
manner, (d) make any general solicitation by means of general
advertising or in any other manner or (e) take any other action, that
(as to any of (a) through (e) above) would constitute a distribution of
any Certificate under the Act, that would render the disposition of any
Certificate a violation of Section 5 of the Act or any state securities
law, or that would require registration or qualification pursuant
thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser is (i) not acquiring the Certificate
directly or indirectly for, on behalf of, or with "plan assets" of an
employee benefit plan or other retirement arrangement which is subject
to Title I of the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as
amended, or (ii) has provided the opinion of counsel specified in
Section 5.07(a) of the Pooling and Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Depositor, the Certificate Administrator, the
Servicers and the Trustee that the Purchaser will not transfer such Certificates
to any Plan or person unless such Plan or person meets the requirements set
forth in either 6(a) or (b) above.
Very truly yours,
[PURCHASER]
By:_________________________________
Name:
Title:
EXHIBIT G-2B
FORM 2 OF TRANSFEREE'S CERTIFICATE
Description of Rule 144A Securities, including numbers:
_________________________________________________________
_________________________________________________________
_________________________________________________________
_________________________________________________________
Ladies and Gentlemen:
The undersigned buyer, ______________ (the "Buyer"), intends to
purchase from the undersigned seller, ______________ (the "Seller"), $_________
initial Class Balance of the Rule 144A Securities described above and issued
pursuant to the Pooling and Servicing Agreement (the "Agreement"), dated as of
November 22 2005 among Wachovia Mortgage Loan Trust, LLC, as depositor (the
"Depositor"), Wells Fargo Bank, National Association, as master servicer and
certificate administrator, National City Mortgage Co. and SunTrust Mortgage,
Inc., as servicers (each, a "Servicer") and U.S. Bank National Association, as
trustee (the "Trustee"). All terms used herein and not otherwise defined shall
have the meanings set forth in the Agreement.
1. In connection with such transfer and in accordance
with the agreements pursuant to which the Rule 144A Securities were
issued, the Seller hereby certifies the following facts: Neither the
Seller nor anyone acting on its behalf has offered, transferred,
pledged, sold or otherwise disposed of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security to,
or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached
or negotiated with respect to the Rule 144A Securities, any interest in
the Rule 144A Securities or any other similar security with, any person
in any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under the
Securities Act of 1933, as amended (the "1933 Act"), or that would
render the disposition of the Rule 144A Securities a violation of
Section 5 of the 1933 Act or require registration pursuant thereto, and
that the Seller has not offered the Rule 144A Securities to any person
other than the Buyer or another "qualified institutional buyer" as
defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants
with, the Depositor, the Trustee and the Certificate Administrator as
follows:
(a) The Buyer understands that the Rule 144A
Securities have not been registered under the 1933 Act or the
securities laws of any state.
(b) The Buyer considers itself a substantial,
sophisticated institutional investor having such knowledge and
experience in financial and business matters that it is capable of
evaluating the merits and risks of investment in the Rule 144A
Securities.
(c) The Buyer has been furnished with all
information regarding the Rule 144A Securities that it has requested
from the Depositor, the Trustee or the Certificate Administrator.
(d) Neither the Buyer nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Rule
144ASecurities, any interest in the Rule 144A Securities or any
other similar security from, or otherwise approached or negotiated
with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in
any manner, or made any general solicitation by means of general
advertising or in any other manner, or taken any other action, that
would constitute a distribution of the Rule 144A Securities under
the 1933 Act or that would render the disposition of the Rule 144A
Securities a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized
or will it authorize any person to act, in such manner with respect to
the Rule 144A Securities.
(e) The Buyer is a "qualified institutional
buyer" as that term is defined in Rule 144A under the 1933 Act and has
completed the form of certification to that effect attached
hereto as Annex 1. The Buyer is aware that the sale to it is being made
in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably
believed to be a qualified institutional buyer that purchases for
its own account or for the account of a qualified institutional
buyer to whom notice is given that the resale, pledge or transfer is
being made in reliance on Rule 144A, or (ii) pursuant to another
exemption from registration under the 1933 Act.
3. The Buyer is (i) not acquiring the Certificate
directly or indirectly for, on behalf of, or with "plan assets" of an
employee benefit plan or other retirement arrangement which is subject
to Title I of the Employee Retirement Income Security Act of 1974, as
amended, or Section 4975 of the Internal Revenue Code of 1986, as
amended, or (ii) has provided the opinion of counsel specified in
Section 5.07(a) of the Agreement.
4. This document may be executed in one or more
counterparts and by the different parties hereto on separate
counterparts, each of which, when so executed, shall be deemed to be an
original; such counterparts, together, shall constitute one and the
same document.
IN WITNESS WHEREOF, each of the parties has executed this document as
of the date set forth below.
_____________________________________ ________________________________________
Print Name of Seller Print Name of Buyer
By:__________________________________ By:_____________________________________
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No.__________________________________ No:_____________________________________
Date:________________________________ Date:___________________________________
ANNEX 1
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President,
Chief Financial Officer, Senior Vice President or other executive officer of
the Buyer.
2. In connection with purchases by the Buyer, the Buyer
is a "qualified institutional buyer" as that term is defined in Rule 144A under
the Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or
invested on a discretionary basis $_________________________ in securities
(except for the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Buyer satisfies the criteria in the category
marked below.
-- Corporation, etc. The Buyer is a corporation (other than a
bank, savings and loan association or similar institution),
Massachusetts or similar business trust, partnership, or
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code.
-- Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the
District of Columbia, the business of which is substantially
confined to banking and is supervised by the State or
territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited
net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is
attached hereto.
-- Savings and Loan. The Buyer (a) is a savings and loan
association, building and loan association, cooperative bank,
homestead association or similar institution, which is
supervised and examined by a State or Federal authority having
supervision over any such institutions or is a foreign savings
and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements.
-- Broker-Dealer. The Buyer is a dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934.
-- Insurance Company. The Buyer is an insurance company whose
primary and predominant business activity is the writing of
insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance
commissioner or a similar official or agency of a State or
territory or the District of Columbia.
-- State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees.
-- ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security
Act of 1974.
-- Investment Adviser. The Buyer is an investment adviser
registered under the Investment Advisers Act of 1940.
-- SBIC. The Buyer is a Small Business Investment Company
licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of
1958.
-- Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.
-- Trust Fund. The Buyer is a trust fund whose trustee is a bank
or trust company and whose participants are exclusively (a)
plans established and maintained by a State, its political
subdivisions, or any agency or instrumentality of the State or
its political subdivisions, for the benefit of its employees,
or (b) employee benefit plans within the meaning of Title I of
the Employee Retirement Income Security Act of 1974, but is
not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include
(i) securities of issuers that are affiliated with the Buyer, (ii) securities
that are part of an unsold allotment to or subscription by the Buyer, if the
Buyer is a dealer, (iii) bank deposit notes and certificates of deposit, (iv)
loanparticipations, (v) repurchase agreements, (vi) securities owned but subject
to a repurchase agreement and (vii) currency, interest rate and commodity swaps.
4. For purposes of determining the aggregate amount of
securities owned and/or invested on a discretionary basis by the Buyer, the
Buyer used the cost of such securities to the Buyer and did not include any of
the securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated with
the Buyer in its financial statements prepared in accordance with generally
accepted accounting principles and if the investments of such subsidiaries are
managed under the Buyer's direction. However, such securities were not included
if the Buyer is a majority-owned, consolidated subsidiary of another enterprise
and the Buyer is not itself a reporting company under the Securities Exchange
Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule
144A and understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.
_______ _______ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the
Buyer agrees that, in connection with any purchase of securities sold to the
Buyer for the account of a third party (including any separate account) in
reliance on Rule 144A, the Buyer will only purchase for the account of a third
party that at the time is a "qualified institutional buyer" within the meaning
of Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate steps
contemplated by Rule 144A to conclude that such third party independently meets
the definition of "qualified institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which
this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification as of the date of such
purchase.
____________________________________
Print Name of Buyer
By: ________________________________
Name:
Title:
Date:_______________________________
EXHIBIT H
FORM OF TRANSFEREE REPRESENTATION LETTER FOR ERISA RESTRICTED
CERTIFICATES
Xxxxx Fargo Bank, National Association
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Client Manager -- Wachovia Mortgage Loan Trust, Series 2005-B
Re: Wachovia Mortgage Loan Trust, LLC Mortgage Pass-Through
Certificates, Series 2005-B, Class _____
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________ (the "Transferor") to _________________________ (the
"Transferee") of the captioned Certificates (the "Transferred Certificates"),
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated November 22, 2005, among Wachovia Mortgage Loan
Trust, LLC, as depositor, Xxxxx Fargo Bank, National Association, as master
servicer and certificate administrator, National City Mortgage Co. and SunTrust
Mortgage, Inc., as servicers, and U.S. Bank National Association, as trustee.
All capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as
Certificate Administrator, that it is not, and is not acting on behalf of, an
employee benefit plan or arrangement, including an individual retirement
account, subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), the Internal Revenue Code of 1986, as amended (the "Code"),
or any federal, state or local law which is similar to ERISA or the Code
("Similar Law") (collectively, a "Plan"), and it is not using the assets of any
such Plan to effect the purchase of the Transferred Certificates.
Capitalized terms used in and not otherwise defined herein shall have the
meaning assigned to them in the Pooling and Servicing Agreement.
Very truly yours,
___________________________________
(Transferee)
By:________________________________
Name:______________________________
Title:_____________________________
Date:______________________________
EXHIBIT I-1
FORM OF AFFIDAVIT REGARDING TRANSFER OF RESIDUAL CERTIFICATES
STATE OF __________________ )
) ss.:
COUNTY OF _________________ )
___________________________, being first duly sworn, deposes and says:
1. That (s)he is a(n) ___________________________________
of ______________________________________ (record or beneficial owner (the
"Owner") of a ____% Percentage Interest of the Wachovia Mortgage Loan Trust, LLC
Mortgage Pass-Through Certificates, Series 2005-B, Class 1-A-R Certificates (the
"Class 1-A-R Certificates")), a __________________________ duly organized and
existing under the laws of _____________________________ on behalf of which
(s)he makes this affidavit and agreement.
2. That the Owner (i) is not and will not be a
Date] "disqualified organization" or an electing large partnership as of
[Closing [date of purchase] within the meaning of Sections 860E(e)(5) and 775,
respectively, of the Internal Revenue Code of 1986, as amended (the "Code") or
an electing large partnership under Section 775(a) of the Code, (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class 1-A-R Certificates, and (iii) is
acquiring the Class 1-A-R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means an electing large partnership under Section
775 of the Code, the United States, any state or political subdivision thereof,
any agency or instrumentality of any of the foregoing (other than an x
any agency or the activities of which are subject to tax and, except for the
Federal Home Loan Mortgage Corporation, a majority of whose board of directors
is not selected by any such governmental entity) or any foreign government,
international organization or any agency or instrumentality of such foreign
government or organization, any rural electric or telephone cooperative, or any
organization (other than certain farmers' cooperatives) that is generally exempt
from federal income tax unless such organization is subject to the tax on
unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class 1-A-R Certificates to disqualified organizations
or electing large partnerships under the Code, that applies to all transfers of
Class 1-A-R Certificates after March 31, 1988; (ii) that such tax would be on
the transferor (or, with respect to transfers to electing large partnerships, on
each such partnership), or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class 1-A-R Certificates may
be "noneconomic residual interests" within the meaning of Treasury regulations
promulgated pursuant to the Code and that the transferor of a noneconomic
residual interest will remain liable for any taxes due with respect to the
income on such residual interest, unless no significant purpose of the transfer
was to impede the assessment or collection of tax.
4. That the Owner is aware of the tax imposed on a
"pass-through entity" holding Class 1-A-R Certificates if either the
pass-through entity is an electing large partnership under Section 775 of the
Code or if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
5. The Owner is either (i) a citizen or resident of the
United States, (ii) a corporation, partnership or other entity treated as a
corporation or a partnership for U.S. federal income tax purposes and created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia (other than a partnership that is not treated as a United
States person under any applicable Treasury regulations), (iii) an estate that
is described in Section 7701(a)(30)(D) of the Code, or (iv) a trust that is
described in Section 7701(a)(30)(E) of the Code.
6. The Owner hereby agrees that it will not cause income
from the Class 1-A-R Certificates to be attributable to a foreign permanent
establishment or fixed base (within the meaning of an applicable income tax
treaty) of the Owner or another United States taxpayer.
7. That the Owner is aware that the Trustee will not
register the transfer of any Class 1-A-R Certificates unless the transferee, or
the transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
8. That the Owner has reviewed the restrictions set forth
on the face of the Class 1-A-R Certificates and the provisions of Section
6.02(f) of the Pooling and Servicing Agreement under which the Class 1-A-R
Certificates were issued. The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
9. That the Owner consents to any additional restrictions
or arrangements that shall be deemed necessary upon advice of counsel to
constitute a reasonable arrangement to ensure that the Class 1-A-R Certificates
will only be owned, directly or indirectly, by an Owner that is not a
disqualified organization.
10. The Owner's Taxpayer Identification Number is
______________________.
11. This affidavit and agreement relates only to the Class
1-A-R Certificates held by the Owner and not to any other holder of the Class
1-A-R Certificates. The Owner understands that the liabilities described herein
relate only to the Class 1-A-R Certificates.
12. That no purpose of the Owner relating to the transfer
of any of the Class 1-A-R Certificates by the Owner is or will be to impede the
assessment or collection of any tax; in making this representation, the Owner
warrants that the Owner is familiar with (i) Treasury Regulation Section
1.860E-1 (c) and recent amendments thereto, effective as of August 19, 2002, and
(ii) the preamble describing the adoption of the amendments to such regulation,
which is attached hereto as EXHIBIT 1.
13. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
1-A-R Certificates that the Owner intends to pay taxes associated with holding
such Class 1-A-R Certificates as they become due, fully understanding that it
may incur tax liabilities in excess of any cash flows generated by the Class
1-A-R Certificates.
14. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class 1-A-R Certificates remain outstanding.
15. The Purchaser is not an employee benefit plan or other
plan subject to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), or an investment
manager, named fiduciary or a trustee of any such plan, or any other Person
acting, directly or indirectly, on behalf of or purchasing any Certificate with
"plan assets" of any such plan.
Capitalized terms used but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement dated as of
November 22, 2005.
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors,
by its _____________________, and its corporate seal to be hereunto attached,
attested by its ______________________, this _____ of November, 2005.
[NAME OF INVESTOR]
By:_________________________________
Name:
Title:
[Corporate Seal]
ATTEST:
________________________________
Personally appeared before me the above-named
_________________________, known or proved to me to be the same person who
executed the foregoing instrument and to be a(n) _________________________ of
the Owner, and acknowledged to me that (s)he executed the same as his/her free
act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this _____ day of November,
2005.
____________________________________
NOTARY PUBLIC
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE REGARDING TRANSFER OF
RESIDUAL CERTIFICATE
[DATE]
Xxxxx Fargo Bank, National Association
as Certificate Administrator
Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attn: Client Manager -- Wachovia Mortgage Loan Trust, Series 2005-B
Re: Wachovia Mortgage Loan Trust, LLC Mortgage
Asset-Backed Pass-Through Certificates, Series 2005-B,
Class 1-A-R Certificate
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
______________________________ (the "Seller") to
________________________________ (the "Purchaser") of a ____% Percentage
Interest in the Wachovia Mortgage Loan Trust, LLC Mortgage Asset-Backed
Pass-Through Certificates, Series 2005-B, Class 1-A-R Certificates (the
"Certificates"), pursuant to the Pooling and Servicing Agreement, dated as of
November 22, 2005 (the "Pooling and Servicing Agreement"), among Wachovia
Mortgage Loan Trust, LLC, as depositor (the "Depositor"), Xxxxx Fargo Bank,
National Association, as master servicer and certificate administrator (in its
capacity as certificate administrator, the "Certificate Administrator"),
National City Mortgage Co. and SunTrust Mortgage, Inc., as servicers, and U.S.
Bank National Association, as trustee (the "Trustee"). All terms used herein and
not otherwise defined shall have the meanings set forth in the Pooling and
Servicing Agreement. The Seller hereby certifies, represents and warrants to,
and covenants with, the Trustee that:
1. No purpose of the Seller relating to the transfer of
the Certificates by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has
delivered to the Certificate Administrator a transfer affidavit and agreement in
the form attached to the Pooling and Servicing Agreement as Exhibit I-1. The
Seller does not know or believe that any representation contained therein is
false.
3. The Seller has at the time of the transfer conducted a
reasonable investigation of the financial condition of the Purchaser as
contemplated by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result
of that investigation, the Seller has determined that the Purchaser has
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Certificate may not be
respected for United States income tax purposes (and the Seller may continue to
be liable for United States income taxes associated therewith) unless the Seller
has conducted such an investigation.
4. The Seller has no actual knowledge that the proposed
Transferee is not both a United States Person and a Permitted Transferee.
Very truly yours,
[NAME OF SELLER]
By:_________________________________
Name:
Title:
EXHIBIT J
[Reserved]
EXHIBIT K
[Reserved]
EXHIBIT L
[Reserved]
EXHIBIT M
FORM OF LOST NOTE AFFIDAVIT
Loan Number ___________
STATE OF ____________________
COUNTY OF ___________________
, of the lawful age, who declared that he/she is
an employee of Wachovia Bank, National Association, organized and existing
under the laws of the United States of America, being by me first duly sworn
according to law, deposes and says to the best of his/her knowledge and belief
that the Note herein below described was lost and has not been paid, satisfied,
assigned, pledged, transferred or hypothecated in any way;
THAT the unpaid balance is still due and owing on that certain Note dated ______
_______________, which Note was executed by
,
in the original principal sum of $_____________________________________.
EXECUTED this_____day of_____________________________,________.
WACHOVIA BANK, NATIONAL ASSOCIATION
By: ________________________________
Name:
Title:
Subscribed and sworn before me this ____ day of _____________________, 20____.
Notary Public in and for the
State of _____________________
EXHIBIT N
FORM OF CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from
time to time, the "Agreement"), dated as of November 22, 2005, is by and among
U.S. BANK NATIONAL ASSOCIATION, as trustee (including successors, the
"Trustee"), WACHOVIA MORTGAGE LOAN TRUST, LLC (together with any successor in
interest, the "Depositor"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, as master
servicer and certificate administrator (together with any successor in interest
or successor under the Pooling and Servicing Agreement referred to below, the
"Master Servicer"), NATIONAL CITY MORTGAGE CO. and SUNTRUST MORTGAGE, INC., as
servicers (together with any successor in interest or successor under the
Pooling and Servicing Agreement referred to below, each as a "Servicer") and
WACHOVIA BANK, NATIONAL ASSOCIATION, as custodian (together with any successor
in interest or any successor appointed hereunder, the "Custodian").
WITNESSETH THAT:
WHEREAS, the Depositor, Xxxxx Fargo Bank, National
Association, as master servicer and certificate administrator, the Servicers and
the Trustee have entered into a Pooling and Servicing Agreement, dated as of
November 22, 2005, relating to the issuance of WMLT Mortgage Pass-Through
Certificates, Series 2005-B (the "Pooling and Servicing Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the
Trustee for the purposes of receiving and holding certain documents and other
instruments delivered by the Depositor or the Servicers under the Pooling and
Servicing Agreement upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements hereinafter set forth, the Trustee, the
Depositor, the Servicers and the Custodian hereby agree as follows:
ARTICLE I.
DEFINITIONS
Capitalized terms used in this Agreement and not defined
herein shall have the meanings assigned in the Pooling and Servicing Agreement,
unless otherwise required by the context herein.
ARTICLE II.
APPOINTMENT; CUSTODY OF MORTGAGE DOCUMENTS
Section 2.1. Appointment of Custodian.
Wachovia Bank, National Association is hereby appointed as
Custodian pursuant to this Agreement and the Pooling and Servicing Agreement.
Wachovia Bank, National Association hereby accepts such appointment, and agrees
to perform the duties of the Custodian
hereunder and thereunder and to comply with the terms and provisions hereof and
thereof with respect thereto. Wachovia Bank, National Association acknowledges
receipt of a copy of the Pooling and Servicing Agreement.
Section 2.2. Acceptance of Mortgage Files. The Custodian
acknowledges (subject to any exceptions noted in the Initial Certification
referred to in Section 2.4(1)) receipt of the Mortgage Files relating to the
Mortgage Loans identified on the schedule attached hereto (the "Mortgage Loan
Schedule") and declares that it holds and will hold such Mortgage Files as agent
of, and for the benefit of, the Trustee.
Section 2.3. Recordation of Assignments. If any Mortgage
File includes one or more assignments of Mortgage to the Trustee in a state in
which recordation is specifically required by the Rating Agencies to obtain the
initial ratings for the Certificates pursuant to the provisions of Section
2.01(b) of the Pooling and Servicing Agreement, each such assignment shall be
delivered by the Custodian to the Depositor for the purpose of recording it in
the appropriate public office for real property records, and the Depositor, at
no expense to the Custodian, shall promptly cause to be recorded in the
appropriate public office for real property records each such assignment of
Mortgage and, upon receipt thereof from such public office, shall return each
such assignment of Mortgage to the Custodian.
Section 2.4. Review of Mortgage Files.
(1) On or prior to the Closing Date, in accordance with
Section 2.02 of the Pooling and Servicing Agreement, the Custodian shall deliver
to the Depositor, the Master Servicer and the Trustee an Initial Certification
in the form of Exhibit O to the Pooling and Servicing Agreement evidencing
receipt (subject to any exceptions noted therein) of a Mortgage File for each
Mortgage Loan listed on the Mortgage Loan Schedule.
(2) Within 90 days of the Closing Date, the Custodian
shall review, in accordance with the provisions of Section 2.02 of the Pooling
and Servicing Agreement, and shall deliver to the Depositor, the Master Servicer
and the Trustee a Final Certification in the form annexed as Exhibit P to the
Pooling and Servicing Agreement. If, in the course of such review, the Custodian
finds any document described in Section 2.01(b)(i), (ii), (iii), (v) or (ix)(A),
(B), (C), (D), (F) or (G) of the Pooling and Servicing Agreement which does not
meet the requirements of Section 2.01 of the Pooling and Servicing Agreement or
is omitted from such Mortgage File, the Custodian shall promptly so notify the
related Servicer and the Depositor. In performing any such review, the Custodian
may conclusively rely on the purported genuineness of any such document and any
signature thereon. It is understood that the scope of the Custodian's review of
the Mortgage Files is limited solely to confirming that the documents listed in
Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) of
the Pooling and Servicing Agreement have been received and further confirming
that any and all documents contained in the Mortgage File appear on their face
to have been executed and relate to the related Mortgage Loan. The Custodian
shall not have any responsibility for determining whether any document is valid
and binding, whether the text of any assignment or endorsement is in proper or
recordable form, whether any document has been recorded in accordance with the
requirements of any applicable jurisdiction, or whether a blanket assignment is
permitted in any applicable jurisdiction.
(3) The Custodian shall retain possession and custody of
each Mortgage File in accordance with and subject to the terms and conditions
set forth in the Pooling and Servicing Agreement.
(4) The Custodian shall be under no duty or obligation (i)
to inspect, review or examine any documents, instruments, certificates or other
papers to determine that they are genuine, enforceable, or appropriate for the
represented purpose or that they are other than what they purport to be on their
face or (ii) to determine whether any Mortgage File should include any of the
documents specified in Sections 2.01(b)(iv), (vi), (vii) and (viii) and (ix)(E)
of the Pooling and Servicing Agreement.
Section 2.5. Notification of Breaches of Representations
and Warranties. Upon discovery by the Custodian of a breach of any
representation or warranty as set forth in Section 2.04 of the Pooling and
Servicing Agreement with respect to a Mortgage Loan, the Custodian shall give
prompt written notice to the Depositor, the Master Servicer, the Servicers and
the Trustee.
Section 2.6. Custodian to Cooperate; Release of Mortgage
Files. Upon receipt by the Custodian of a Request for Release, in accordance
with Section 3.15 of the Pooling and Servicing Agreement, the Custodian shall
within seven Business Days release the related Mortgage File to or at the
direction of the requesting Servicer. Such Servicer shall cause the Mortgage
File so released to be returned to the Custodian when the need therefor by the
Servicer no longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof are deposited in the related Servicer Custodial Account, in
which case such Servicer shall deliver to the Custodian a Request for Release,
signed by a Servicing Officer.
ARTICLE III.
CONCERNING THE CUSTODIAN
Section 3.1. Custodian as Bailee and Agent of the Trustee.
With respect to each Mortgage Note, Mortgage and other documents constituting
each Mortgage File which are delivered to the Custodian, the Custodian is
exclusively the bailee and agent of the Trustee, is holding such Mortgage File
for the sole benefit of the Trustee, and has no instructions to hold any
Mortgage Note, Mortgage, or Mortgage File for the benefit of any person other
than the Trustee and the Certificateholders. The Custodian undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement and the Pooling and Servicing Agreement. Except upon compliance with
the provisions of Section 2.6 of this Agreement, no Mortgage Note, Mortgage or
Mortgage File shall be delivered by the Custodian to the Depositor, the
Servicers or otherwise released from the possession of the Custodian.
Section 3.2. Custodian May Own Certificates. The Custodian
in its individual or any other capacity may become the owner or pledgee of
Certificates with the same rights it would have if it were not Custodian.
Section 3.3. Master Servicer to Pay Fees. The Master
Servicer covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable fees as agreed to by the Master
Servicer and the Custodian for services rendered by it in the exercise and
performance of any of the powers and duties hereunder of the Custodian.
Section 3.4. Custodian May Resign; Trustee May Remove
Custodian. The Custodian may resign by giving notice to the other parties to
this Agreement. Upon receiving such notice of resignation, the Trustee either
shall take custody of the Mortgage Files or shall appoint a successor Custodian
meeting the requirements set forth below.
Thirty (30) days after such notice of resignation, if the
Trustee by then shall not have taken custody of the Mortgage Files and shall not
have appointed a successor Custodian that has accepted its appointment, the
resigning Custodian shall be entitled to deliver the Mortgage Files to the
offices of the Trustee, and the Trustee shall be obligated to accept delivery.
Alternatively, the resigning Custodian may petition any court of competent
jurisdiction for the appointment of a successor Custodian meeting the
requirements set forth below.
The Trustee may remove the Custodian at any time for cause,
based upon a material breach by the Custodian of its duties or obligations under
any of this Agreement, the Mortgage Loan Purchase Agreement or the Pooling and
Servicing Agreement if, after giving notice of such material breach to the
Custodian, such material breach remains uncured for 90 days. In addition, the
Trustee may remove the Custodian if the credit rating of the Custodian is
withdrawn or reduced to below "BBB-" by Standard & Poor's or below "Baa3" by
Xxxxx'x.
In the event of any removal of the Custodian, the Trustee
shall appoint, or petition a court of competent jurisdiction to appoint, a
successor Custodian meeting the requirements set forth below.
Any successor Custodian shall be an insured depository
institution subject to supervision or examination by a federal or State
governmental authority, shall have a combined capital and surplus at the time of
appointment of at least $50,000,000 and shall be qualified to do business, or
exempt from such qualification, in the jurisdictions in which the Mortgage Files
will be held, unless the Depositor, the Issuer and the Trustee each consent
otherwise.
Any resignation or removal of the Custodian, and appointment
of a successor Custodian, shall become effective only upon acceptance by the
successor Custodian of its appointment. The Trustee shall give prompt notice to
the other parties to this Agreement of the appointment of any successor
Custodian. No successor Custodian shall be appointed by the Trustee without the
prior approval of the Depositor, which approval shall not be unreasonably
withheld.
Section 3.5. Merger or Consolidation of Custodian. Any
Person into which the Custodian may be merged or converted or with which it may
be consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party,
or any Person succeeding to the business of the Custodian, shall be the
successor of the Custodian 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.
Section 3.6. Representations of the Custodian. The
Custodian hereby represents that it is a depository institution subject to
supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $50,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE IV.
REPRESENTATIONS AND WARRANTIES
Section 4.1. Representations and Warranties. Each party
hereby represents and warrants to, and agrees with, the other parties that:
(a) such party has been duly formed and is validly
existing in good standing under the laws of the jurisdiction of its formation;
(b) such party has, in all material respects, full power
and authority to own its assets and operate its business as presently owned or
operated and to execute, deliver, and perform its obligations under this
Agreement;
(c) this Agreement has been duly authorized, executed, and
delivered by such party, constitutes the legal, valid, and binding obligation of
such party, and is enforceable against such party in accordance with its terms,
except as such enforceability may be limited by laws relating to the rights of
creditors or general principles of equity;
(d) neither the execution and delivery by such party of
this Agreement, nor the performance by such party of its obligations under this
Agreement, will conflict with, result in a material breach or violation of, or
constitute (with or without notice or lapse of time or both) a default under,
any law or any indenture or other agreement to which such party or its
properties are bound, other than such as would not have a material adverse
effect on the other parties to this Agreement;
(e) there are no proceedings or investigations pending or,
to the best knowledge of such party, threatened, against such party before any
governmental authority (i) asserting the unenforceability of this Agreement,
(ii) seeking to prevent the consummation of any transaction contemplated by this
Agreement, (iii) seeking any determination or ruling that, in the reasonable
judgment of such party, would have a material adverse effect on such party's
performance under this Agreement, or (iv) seeking any determination or ruling
that would have a material adverse effect on the enforceability of this
Agreement, in each case which, if adversely determined, would be reasonably
likely to result in a material adverse effect on the other parties to this
Agreement; and
(f) no consent, approval, authorization, or order of, or
filing with, any governmental authority is required on the part of such party in
connection with its performance of the transactions contemplated by this
Agreement, except those which have been obtained or
made and are in full force and effect and those which the failure to obtain
would not have a material adverse effect on the other parties to this Agreement.
ARTICLE V.
MISCELLANEOUS PROVISIONS
Section 5.1. Notices. All notices, requests, consents and
demands and other communications required under this Agreement or pursuant to
any other instrument or document delivered hereunder shall be in writing and,
unless otherwise specifically provided, may be delivered personally, by telegram
or telex, by overnight express, or by registered or certified mail, postage
prepaid, return receipt requested, at the addresses specified on the signature
page hereof (unless changed by the particular party whose address is stated
herein by similar notice in writing), in which case the notice will be deemed
delivered when received.
Section 5.2. Amendments. No modification or amendment of
or supplement to this Agreement shall be valid or effective unless the same is
in writing and signed by all parties hereto, and neither the Depositor, the
Master Servicer, the Servicers nor the Trustee shall enter into any amendment
hereof except as permitted by the Pooling and Servicing Agreement. The Trustee
shall give prompt notice to the Custodian of any amendment or supplement to the
Pooling and Servicing Agreement and furnish the Custodian with written copies
thereof.
Section 5.3. GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS THEREOF, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 5.4. Recordation of Agreement. 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 Depositor and at the
Depositor's expense, but only upon direction accompanied by an Opinion of
Counsel reasonably satisfactory to the Depositor to the effect that the failure
to effect such recordation is likely to materially and adversely affect 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
constitute but one and the same instrument.
Section 5.5. Severability of Provisions. If any one or
more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity or enforceability of the other provisions of this Agreement.
IN WITNESS WHEREOF, this Agreement is executed as of the date
first above written.
U.S. BANK NATIONAL ASSOCIATION,
not in its individual capacity but
solely as Trustee under the Pooling
and Servicing Agreement
By:_________________________________
Name:
Title:
WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Depositor
By:_________________________________
Name:
Title:
XXXXX FARGO BANK, NATIONAL
ASSOCIATION, as Master Servicer and
Certificate Administrator
By:_________________________________
Name:
Title:
NATIONAL CITY MORTGAGE CO.,
as a Servicer
By:_________________________________
Name:
Title:
SUNTRUST MORTGAGE, INC.,
as a Servicer
By:_________________________________
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Custodian
By:_________________________________
Name:
Title:
EXHIBIT O
FORM OF INITIAL CERTIFICATION
U.S. Bank National Association Wachovia Mortgage Loan Trust, LLC
00 Xxxxxxxxxx Xxxxxx 000 X. Xxxxxxx Xxxxxx, XX0000 - Suite X
XX-XX-XX0X Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Xx. Xxxx, Xxxxxxxxx 00000-0000
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Wachovia Mortgage Loan Trust, LLC Series 2005-B Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of
November 22, 2005 (the "Custodial Agreement"), between U.S. Bank National
Association, as trustee, Wachovia Mortgage Loan Trust, LLC, as depositor, Xxxxx
Fargo Bank, National Association., as master servicer and certificate
administrator, National City Mortgage Co. and SunTrust Mortgage, Inc., as
servicers, and Wachovia Bank, National Association, as custodian (the
"Custodian"), the undersigned, as Custodian, hereby certifies that it has
received the following with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the
Mortgage File for each of the Mortgage Loans includes all documents specified in
Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) of
the pooling and servicing agreement dated as of November 22, 2005 (the "Pooling
and Servicing Agreement"), among the Depositor, Xxxxx Fargo, National
Association, as master servicer and certificate administrator, the Servicers and
the Trustee.
Capitalized terms not otherwise defined herein have the meaning set
forth in the Pooling and Servicing Agreement.
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Custodian
By:_________________________________
Name:
Title:
EXHIBIT P
FORM OF FINAL CERTIFICATION
U.S. Bank National Association Wachovia Mortgage Loan Trust, LLC
00 Xxxxxxxxxx Xxxxxx 000 X. Xxxxxxx Xxxxxx, XX0000 - Suite X
XX-XX-XX0X Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Xx. Xxxx, Xxxxxxxxx 00000-0000
Xxxxx Fargo Bank, National Association
0000 Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxx 00000
Re: Wachovia Mortgage Loan Trust, LLC Series 2005-B Trust
Ladies and Gentlemen:
In accordance with Section 2.4 of the custodial agreement dated as of
November 22, 2005 (the "Custodial Agreement"), between U.S. Bank National
Association, as trustee, Wachovia Mortgage Loan Trust, LLC, as depositor, Xxxxx
Fargo Bank, National Association., as master servicer and certificate
administrator, National City Mortgage Co. and SunTrust Mortgage, Inc., as
servicers, and Wachovia Bank, National Association, as custodian (the
"Custodian"), the undersigned, as Custodian, hereby certifies that it has
received the following with respect to each Mortgage Loan listed in the Mortgage
Loan Schedule:
Except for the exceptions listed on the schedule attached hereto, the
Mortgage File for each of the Mortgage Loans includes all documents specified in
Section 2.01(b)(i), (ii), (iii), (v) and (ix)(A), (B), (C), (D), (F) and (G) of
the pooling and servicing agreement dated as of November 22, 2005 (the "Pooling
and Servicing Agreement"), among the Depositor, Xxxxx Fargo, National
Association, as master servicer and certificate administrator, the Servicers and
the Trustee.
Capitalized terms not otherwise defined herein have the meaning set
forth in the Pooling and Servicing Agreement.
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Custodian
By:_________________________________
Name:
Title:
