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ASSET BACKED FUNDING CORPORATION,
DEPOSITOR
CENTEX HOME EQUITY COMPANY, LLC,
SERVICER
AND
JPMORGAN CHASE BANK,
TRUSTEE
POOLING AND SERVICING AGREEMENT
DATED AS OF OCTOBER 1, 2004
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES, SERIES 2004-2
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TABLE OF CONTENTS
Page
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ARTICLE I DEFINITIONS 4
Section 1.01 Defined Terms.................................................................................4
Section 1.02 Accounting...................................................................................49
Section 1.03 Rights of the NIMS Insurer...................................................................50
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 50
Section 2.01 Conveyance of Mortgage Loans.................................................................50
Section 2.02 Acceptance by Trustee........................................................................52
Section 2.03 Repurchase or Substitution of Mortgage Loans by the Originator or the Seller.................54
Section 2.04 Execution of Yield Maintenance Agreements....................................................58
Section 2.05 Representations, Warranties and Covenants of the Servicer....................................58
Section 2.06 Representations and Warranties of the Depositor..............................................60
Section 2.07 Issuance of Certificates and the Uncertificated Regular Interests............................62
ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND 62
Section 3.01 Servicer to Act as Servicer..................................................................62
Section 3.02 Collection of Mortgage Loan Payments.........................................................65
Section 3.03 Realization Upon Defaulted Mortgage Loans....................................................65
Section 3.04 Collection Account, Distribution Account and Reserve Accounts................................66
Section 3.05 Permitted Withdrawals From the Collection Account............................................70
Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts................................72
Section 3.07 Permitted Withdrawals From Escrow Account....................................................72
Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections Thereunder........................73
Section 3.09 Transfer of Accounts.........................................................................73
Section 3.10 Maintenance of Hazard Insurance..............................................................73
Section 3.11 Maintenance of Mortgage Impairment Insurance Policy..........................................74
Section 3.12 Fidelity Bond, Errors and Omissions Insurance................................................75
Section 3.13 Title, Management and Disposition of REO Property............................................75
Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements..................................77
Section 3.15 Notification of Adjustments..................................................................78
Section 3.16 [Reserved]...................................................................................78
Section 3.17 Trustee to Cooperate; Release of Files.......................................................78
Section 3.18 Servicing Compensation.......................................................................80
Section 3.19 Annual Statement as to Compliance............................................................80
Section 3.20 Annual Independent Certified Public Accountants' Reports.....................................80
Section 3.21 Access to Certain Documentation and Information Regarding the Mortgage Loans.................81
Section 3.22 [Reserved]...................................................................................81
Section 3.23 Obligations of the Servicer in Respect of Compensating Interest..............................81
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Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest Rates and Monthly Payments.......82
Section 3.25 Investment of Funds in the Collection Account................................................82
Section 3.26 Liability of Servicer; Indemnification.......................................................83
Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged Properties...............................83
Section 3.28 Protection of Assets.........................................................................84
Section 3.29 [Reserved]...................................................................................84
Section 3.30 No Personal Solicitation.....................................................................84
Section 3.31 Periodic Filings.............................................................................84
Section 3.32 Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act.....................................................87
ARTICLE IV FLOW OF FUNDS 87
Section 4.01 Interest Distributions.......................................................................87
Section 4.02 Distributions of Principal and Monthly Excess Cashflow Amounts...............................88
Section 4.03 Allocation of Losses.........................................................................93
Section 4.04 Method of Distribution.......................................................................93
Section 4.05 Distributions on Book-Entry Certificates.....................................................93
Section 4.06 Statements...................................................................................94
Section 4.07 Remittance Reports; Advances.................................................................96
Section 4.08 REMIC Distributions..........................................................................98
ARTICLE V THE CERTIFICATES 101
Section 5.01 The Certificates............................................................................101
Section 5.02 Registration of Transfer and Exchange of Certificates.......................................102
Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates...........................................107
Section 5.04 Persons Deemed Owners.......................................................................107
Section 5.05 Appointment of Paying Agent.................................................................107
ARTICLE VI THE SERVICER AND THE DEPOSITOR 108
Section 6.01 Liability of the Servicer and the Depositor.................................................108
Section 6.02 Merger or Consolidation of, or Assumption of the Obligations of, the Servicer or the
Depositor...................................................................................108
Section 6.03 Limitation on Liability of the Servicer and Others..........................................108
Section 6.04 Servicer Not to Resign......................................................................109
Section 6.05 Delegation of Duties........................................................................109
ARTICLE VII DEFAULT 112
Section 7.01 Servicer Events of Termination..............................................................112
Section 7.02 Trustee to Act; Appointment of Successor....................................................114
Section 7.03 Waiver of Defaults..........................................................................115
Section 7.04 Notification to Certificateholders..........................................................115
Section 7.05 Survivability of Servicer Liabilities.......................................................116
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ARTICLE VIII THE TRUSTEE 116
Section 8.01 Duties of Trustee...........................................................................116
Section 8.02 Certain Matters Affecting the Trustee.......................................................118
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.......................................119
Section 8.04 Trustee May Own Certificates................................................................120
Section 8.05 Trustee Fees and Expenses...................................................................120
Section 8.06 Eligibility Requirements for Trustee........................................................121
Section 8.07 Resignation or Removal of Trustee...........................................................121
Section 8.08 Successor Trustee...........................................................................122
Section 8.09 Merger or Consolidation of Trustee..........................................................122
Section 8.10 Appointment of Co-Trustee or Separate Trustee...............................................122
Section 8.11 Limitation of Liability.....................................................................124
Section 8.12 Trustee May Enforce Claims Without Possession of Certificates...............................124
Section 8.13 Suits for Enforcement.......................................................................124
Section 8.14 Waiver of Bond Requirement..................................................................125
Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement...................................125
Section 8.16 Appointment of Custodian....................................................................125
ARTICLE IX REMIC AND GRANTOR TRUST ADMINISTRATION 125
Section 9.01 REMIC Administration........................................................................125
Section 9.02 Prohibited Transactions and Activities......................................................127
Section 9.03 Indemnification with Respect to Certain Taxes and Loss of REMIC Status......................128
Section 9.04 REO Property................................................................................128
Section 9.05 Grantor Trust Administration................................................................129
ARTICLE X TERMINATION 129
Section 10.01 Termination.................................................................................129
Section 10.02 Additional Termination Requirements.........................................................131
ARTICLE XI MISCELLANEOUS PROVISIONS 132
Section 11.01 Amendment...................................................................................132
Section 11.02 Recordation of Agreement; Counterparts......................................................133
Section 11.03 Limitation on Rights of Certificateholders..................................................134
Section 11.04 Governing Law; Jurisdiction.................................................................134
Section 11.05 Notices.....................................................................................135
Section 11.06 Severability of Provisions..................................................................135
Section 11.07 Article and Section References..............................................................135
Section 11.08 Notice to the Rating Agencies and the NIMS Insurer..........................................135
Section 11.09 Further Assurances..........................................................................136
Section 11.10 Third Party Beneficiary.....................................................................136
Section 11.11 Acts of Certificateholders..................................................................137
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EXHIBITS:
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Exhibit A-1 Form of Class A-1 Certificate
Exhibit A-2 Form of Class A-2 Certificate
Exhibit A-3 Form of Class A-3 Certificate
Exhibit B-1 Form of Class M-1 Certificate
Exhibit B-2 Form of Class M-2 Certificate
Exhibit B-3 Form of Class M-3 Certificate
Exhibit B-4 Form of Class M-4 Certificate
Exhibit B-5 Form of Class M-5 Certificate
Exhibit B-6 Form of Class M-6 Certificate
Exhibit B-7 Form of Class M-7 Certificate
Exhibit B-8 Form of Class M-8 Certificate
Exhibit C-1 Form of Class CE Certificate
Exhibit C-2 Form of Class P Certificate
Exhibit C-3 Form of Class R Certificate
Exhibit D Mortgage Loan Schedule
Exhibit E Form of Request for Release of Documents
Exhibit F-1 Form of Custodian's Initial Certification
Exhibit F-2 Form of Custodian's Final Certification
Exhibit F-3 Form of Receipt of Mortgage Note
Exhibit G Mortgage Loan Purchase Agreement
Exhibit H Form of Lost Note Affidavit
Exhibit I Form of ERISA Representation
Exhibit J Form of Investment Letter
Exhibit K Form of Class R Certificate Transfer Affidavit
Exhibit L Form of Transferor Certificate
Exhibit M Monthly Information Delivered by the Servicer
Exhibit N-1 Form of Class A Yield Maintenance Agreement
Exhibit N-2 Form of Class M-1/M-5 Yield Maintenance Agreement
Exhibit N-3 Form of Class M-6/M-8 Yield Maintenance Agreement
Exhibit O Form of Certification
Exhibit P-1 Form of Certification to be Provided by the Trustee to the Depositor
Exhibit P-2 Form of Certification to be Provided by the Servicer to the Depositor
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ASSET BACKED FUNDING CORPORATION, as depositor (the "Depositor"), CENTEX
HOME EQUITY COMPANY, LLC, as servicer (the "Servicer"), and JPMORGAN CHASE BANK,
as trustee (the "Trustee") are entering into this Pooling and Servicing
Agreement, dated as of October 1, 2004 (the "Agreement").
PRELIMINARY STATEMENT
The Depositor intends to sell pass-through certificates (collectively, the
"Certificates"), to be issued hereunder in multiple Classes, which in the
aggregate will evidence the entire beneficial ownership interest in the Trust
Fund created hereunder. The Certificates will consist of fourteen Classes of
Certificates, designated as (i) the Class A-1, Class A-2 and Class A-3
Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
Class M-6, Class M-7 and Class M-8 Certificates, (iii) the Class CE
Certificates, (iv) the Class P Certificates and (v) the Class R Certificate.
REMIC 1
As provided herein, the Trustee will make an election to treat the
segregated pool of assets consisting of the Mortgage Loans and certain other
related assets subject to this Agreement (but exclusive of the Yield Maintenance
Agreements, the Reserve Accounts, the Cap Carryover Amounts, the Originator
Prepayment Charge Payment Amounts and the Servicer Prepayment Charge Payment
Amounts) as a real estate investment conduit (a "REMIC") for federal income tax
purposes, and such segregated pool of assets will be designated as "REMIC 1."
The Class R-1 Interest will represent the sole class of "residual interests" in
REMIC 1 for purposes of the REMIC Provisions under federal income tax law. The
following table irrevocably sets forth the designation, the Uncertificated REMIC
1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely
for purposes of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the
"latest possible maturity date" for each of the REMIC 1 Regular Interests. None
of the REMIC 1 Regular Interests will be certificated.
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Uncertificated REMIC Initial Uncertificated Latest Possible
Designation Pass-Through Rate Balance Maturity Date (1)
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LT1AA Variable(2) $302,485,551.43 October 25, 2034
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LT1A1 Variable(2) $1,454,260.00 October 25, 2034
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LT1A2 Variable(2) $560,540.00 October 25, 2034
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LT1A3 Variable(2) $449,840.00 October 25, 2034
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LT1M1 Variable(2) $234,580.00 October 25, 2034
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LT1M2 Variable(2) $98,770.00 October 25, 2034
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LT1M3 Variable(2) $46,300.00 October 25, 2034
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LT1M4 Variable(2) $43,210.00 October 25, 2034
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LT1M5 Variable(2) $30,860.00 October 25, 2034
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LT1M6 Variable(2) $30,870.00 October 25, 2034
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LT1M7 Variable(2) $38,580.00 October 25, 2034
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LT1M8 Variable(2) $30,870.00 October 25, 2034
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LT1ZZ Variable(2) $3,154,494.52 October 25, 2034
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LT1P Variable(2) $100.00 October 25, 2034
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(1) Solely for purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii),
the Distribution Date in the month following the maturity date for the
Mortgage Loan with the latest maturity date has been designated as the
"latest possible maturity date" for each REMIC 1 Regular Interest.
(2) Calculated in accordance with the definition of "Uncertificated REMIC 1
Pass-Through Rate" herein.
The foregoing REMIC structure is intended to cause all the cash from the
Mortgage Loans to flow through REMIC 2 as cash flow on a Regular Certificate,
without creating any shortfall, actual or potential (other than for credit
losses), to any Regular Certificate. To the extent that the structure is
believed to diverge from such intention, the party identifying such ambiguity or
drafting error shall notify the other parties hereto, and the parties hereto
shall attempt to resolve such ambiguity or drafting error in accordance with
Section 11.01 herein.
REMIC 2
As provided herein, the Trustee shall make an election to treat the
segregated pool of assets consisting of the REMIC 1 Regular Interests as a REMIC
for federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC 2." The Class R-2 Interest represents the sole class of
"residual interests" in REMIC 2 for purposes of the REMIC Provisions.
The following table sets forth (or describes) the Class designation,
Certificate Interest Rate and Original Class Certificate Principal Balance for
each Class of Certificates comprising the interests in the Trust Fund created
hereunder:
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Original Class Certificate Certificate Interest Assumed Final
Class Principal Balance Rate Maturity Dates
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A-1 $145,426,000 (1) January 25, 2025
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A-2 $56,054,000 (2) February 25, 2031
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A-3 $44,984,000 (3) July 25, 2034
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M-1 $23,458,000 (4) June 25, 2034
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M-2 $9,877,000 (5) May 25, 2034
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M-3 $4,360,000 (6) April 25, 2034
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M-4 $4,321,000 (7) March 25, 2034
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M-5 $3,086,000 (8) February 25, 2034
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M-6 $3,087,000 (9) January 25, 2034
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M-7 $3,858,000 (10) November 25, 2033
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M-8 $3,087,000 (11) August 25, 2033
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CE (12) (12) N/A
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P (13) $100.00 N/A N/A
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R N/A N/A N/A
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(1) Interest will accrue on the Class A-1 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class A-1
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(2) Interest will accrue on the Class A-2 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class A-2
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(3) Interest will accrue on the Class A-3 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class A-3
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(4) Interest will accrue on the Class M-1 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-1
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(5) Interest will accrue on the Class M-2 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-2
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(6) Interest will accrue on the Class M-3 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-3
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(7) Interest will accrue on the Class M-4 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-4
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(8) Interest will accrue on the Class M-5 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-5
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(9) Interest will accrue on the Class M-6 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-6
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(10) Interest will accrue on the Class M-7 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-7
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(11) Interest will accrue on the Class M-8 Certificates during each Interest
Accrual Period at a rate equal to the lesser of: (i) the Class M-8
Pass-Through Rate and (ii) the Pool Cap for such Distribution Date.
(12) Solely for REMIC purposes, the Class CE Certificates (i) will have an
Original Class Certificate Principal Balance equal to the Initial
Overcollateralization Amount and (ii) will bear interest at its
Pass-Through Rate on their Notional Amount.
(13) The Class P Certificate will not bear interest.
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ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms.
Whenever used in this Agreement or in the Preliminary Statement, the
following words and phrases, unless the context otherwise requires, shall have
the meanings specified in this Article. Interest on all Classes of REMIC 1
Regular Interests will be calculated on the basis of a 360-day year consisting
of twelve 30-day months. Interest on all Regular Certificates will be calculated
on the basis of the actual number of days in the related Interest Accrual Period
and a 360-day year.
"1933 Act": The Securities Act of 1933, as amended.
"60+ Day Delinquent Loan": Each Mortgage Loan (including each Mortgage Loan
in foreclosure and each Mortgage Loan for which the Mortgagor has filed for
bankruptcy after the Closing Date) with respect to which any portion of a
Monthly Payment is, as of the last day of the prior Collection Period, two
months or more past due and each Mortgage Loan relating to an REO Property.
"Account": Any of the Collection Account, the Distribution Account, the
Class A Reserve Account, the Class M-1/M-5 Reserve Account, the Class M-6/M-8
Reserve Account or the Escrow Account.
"Accrued Certificate Interest": With respect to each Distribution Date and
Class of Offered Certificates, an amount equal to the interest accrued at the
Certificate Interest Rate described opposite such Class in the table in the
Preliminary Statement during the related Interest Accrual Period on the
Certificate Principal Balance of such Class of Certificates, reduced by such
Class' Interest Percentage of Prepayment Interest Shortfalls (not covered by
Compensating Interest) and Relief Act Interest Shortfalls for such Distribution
Date.
"Adjustable-Rate Mortgage Loan": A Mortgage Loan which has a rate at which
interest accrues that adjusts based on the Index plus a related Gross Margin, as
set forth and subject to the limitations in the related Mortgage Note.
"Adjustment Date": With respect to each Adjustable-Rate Mortgage Loan, each
adjustment date on which the Mortgage Interest Rate of such Adjustable-Rate
Mortgage Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage
Loan is set forth on the Mortgage Loan Schedule.
"Advance": As to any Mortgage Loan, any advance made by the Servicer in
respect of any Distribution Date pursuant to Section 4.07.
"Adverse REMIC Event": As defined in Section 9.01(f) hereof.
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"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 Overcollateralization Release Amount": With respect to any
Distribution Date, the lesser of (i) the Principal Remittance Amount and (ii)
the Overcollateralization Release Amount.
"Agreement": This Pooling and Servicing Agreement and all amendments and
supplements hereto.
"Applicable Regulations": As to any Mortgage Loan, all federal, state and
local laws, statutes, rules and regulations applicable thereto.
"Applied Realized Loss Amount": With respect to each Distribution Date, the
excess, if any, of (a) the aggregate of the Certificate Principal Balances of
the Certificates (after giving effect to the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in any
Certificate Principal Balance as a result of Subsequent Recoveries) over (b) the
Pool Balance as of the end of the related Collection Period.
"Assignment": An assignment of Mortgage, notice of transfer or equivalent
instrument, in recordable form, which is sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect or
record the sale of the Mortgage.
"Assignment, Assumption and Recognition Agreement": The Assignment,
Assumption and Recognition Agreement, dated October 28, 2004, among the
Depositor, the Seller and the Originator.
"Assumed Final Maturity Date": As to each Class of Certificates, the date
set forth as such in the Preliminary Statement.
"Available Funds": As to any Distribution Date, an amount equal to the
excess of (i) the sum of (a) the aggregate amount of Monthly Payments due during
the related Collection Period and received on or prior to the related
Determination Date by the Servicer, (b) Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds, Principal Prepayments, Substitution
Adjustments, the Purchase Price for any repurchased Mortgage Loan, the
Termination Price with respect to the termination of the Trust pursuant to
Section 10.01 hereof and other unscheduled recoveries of principal and interest
(excluding Prepayment Charges, Originator Prepayment Charge Payment Amounts and
Servicer Prepayment Charge Payment Amounts) in respect of the Mortgage Loans
during the related Prepayment Period, (c) the aggregate of any amounts received
in respect of an REO Property deposited in the Collection Account for such
Distribution Date, (d) any Compensating Interest for such Distribution Date, (e)
the aggregate of any Advances made by the Servicer for such Distribution Date
and (f) any Reimbursement Amount or Subsequent Recovery deposited into the
Collection Account during the related Prepayment Period over (ii) the sum of (a)
amounts reimbursable or payable to the Servicer pursuant to Sections 3.05 or
6.03, (b) amounts reimbursable or payable to the Trustee pursuant to Section
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8.05 (other than the Trustee Fee) or Section 9.01(c), (c) Stayed Funds, (d) the
Servicing Fee and (e) amounts deposited in the Collection Account or the
Distribution Account, as the case may be, in error.
"Balloon Mortgage Loan": Each of the Mortgage Loans having an original term
to maturity that is shorter than the related amortization term.
"Bankruptcy Code": Title 11 of the United States Code, as amended.
"Book-Entry Certificates": Any of the Certificates that shall be registered
in the name of the Depository or its nominee, the ownership of which is
reflected on the books of the Depository or on the books of a Person maintaining
an account with the Depository (directly, as a "Depository Participant," or
indirectly, as an indirect participant in accordance with the rules of the
Depository and as described in Section 5.02 hereof). On the Closing Date, the
Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class M-3, Class M-4,
Class M-5, Class M-6, Class M-7 and Class M-8 Certificates shall be Book-Entry
Certificates.
"Business Day": Any day other than a Saturday, a Sunday or a day on which
banking institutions in the State of New York and the State of Texas, or in the
city in which the Corporate Trust Office of the Trustee is located are
authorized or obligated by law or executive order to be closed.
"Cap Carryover Amount": If on any Distribution Date, the Accrued
Certificate Interest for any Offered Certificate is based upon the Pool Cap, the
excess of (i) the amount of interest such Certificate would have been entitled
to receive on such Distribution Date based on the related Pass-Through Rate,
over (ii) the amount of interest such Certificate received on such Distribution
Date based on the Pool Cap, together with the unpaid portion of any such excess
from prior Distribution Dates (and interest accrued thereon at the then
applicable Pass-Through Rate on such Certificate).
"Certificate": Any Regular Certificate or Class R Certificate.
"Certificate Custodian": Initially, JPMorgan Chase Bank; thereafter any
other Certificate Custodian acceptable to the Depository and selected by the
Trustee.
"Certificate Interest Rate": With respect to each Distribution Date during
the Interest Accrual Period and (a) each Class of Offered Certificates, a per
annum rate equal to the lesser of (i) the related Pass-Through Rate and (ii) the
Pool Cap for such Distribution Date, and (b) the Class CE Certificates, the
related Pass-Through Rate.
"Certificate Owner": With respect to each Book-Entry Certificate, any
beneficial owner thereof.
"Certificate Principal Balance": With respect to any Class of Certificates
(other than the Class CE and Class R Certificates) and any Distribution Date,
the Original Class Certificate Principal Balance (a) reduced by the sum of (i)
all amounts actually distributed in respect of principal of such Class on all
prior Distribution Dates and (ii) Applied Realized Loss Amounts allocated
thereto for previous Distribution Dates and (b) increased by any Subsequent
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Recoveries allocated to such Class for previous Distribution Dates. The Class R
Certificates do not have a Certificate Principal Balance. With respect to the
Class CE Certificate and any Distribution Date, the excess, if any, of the then
aggregate Uncertificated Principal Balances of the REMIC 1 Regular Interests
over the aggregate Certificate Principal Balance of the Class A Certificates,
the Class M Certificates and the Class P Certificates then outstanding. With
respect to any Certificate (other than a Class R Certificate) of a Class and any
Distribution Date, the portion of the Certificate Principal Balance of such
Class represented by such Certificate equal to the product of the Percentage
Interest evidenced by such Certificate and the Certificate Principal Balance of
such Class.
"Certificate Register" and "Certificate Registrar": The register maintained
and registrar appointed pursuant to Section 5.02 hereof.
"Certificateholder" or "Holder": The Person in whose name a Certificate is
registered in the Certificate Register, except that a Disqualified Organization
or non-U.S. Person shall not be a Holder of the Class R Certificate for any
purpose hereof.
"Certification": As defined in Section 3.31(b) hereof.
"Charged-off Mortgage Loan": As defined in Section 3.03 hereof.
"Class": Collectively, Certificates or REMIC Regular Interests which have
the same priority of payment and bear the same class designation and the form of
which is identical except for variation in the Percentage Interest evidenced
thereby.
"Class A Cap Amount": With respect to each Distribution Date and each of
the Class A-1, Class A-2 and Class A-3 Certificates, the product of (a) the
Class A Yield Maintenance Agreement Payment for such Distribution Date and (b) a
fraction, the numerator of which is the Certificate Principal Balance of each
such Class immediately prior to such Distribution Date and the denominator of
which is the aggregate Certificate Principal Balance of the Class A-1, Class A-2
and Class A-3 Certificates immediately prior to such Distribution Date.
"Class A Certificate": Any one of the Certificates with an "A" designated
on the face thereof substantially in the form annexed hereto as Exhibits X-0,
X-0 and A-3, executed by the Trustee on behalf of the Trust and authenticated
and delivered by the Certificate Registrar, representing the right to
distributions as set forth herein and therein and representing an interest in
REMIC 2.
"Class A Certificateholders": Collectively, the Holders of the Class A
Certificates.
"Class A Reserve Account": The trust account created and maintained by the
Trustee pursuant to Section 3.04(g) which shall be entitled "Class A Reserve
Account, JPMorgan Chase Bank, as Trustee, in trust for registered Holders of the
Class A-1, Class A-2 and Class A-3 Certificates of the CHEC Loan Trust 2004-2,
Asset-Backed Certificates, Series 2004-2" and which must be an Eligible Account.
Amounts on deposit in the Class A Reserve Account shall not be invested. The
Class A Reserve Account shall not be an asset of any REMIC formed under this
Agreement.
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"Class A Yield Maintenance Agreement": The interest rate cap agreement
between the Trustee, on behalf of the Trust, and the Yield Maintenance Agreement
Provider substantially in the form attached hereto as Exhibit N-1. The Class A
Yield Maintenance Agreement shall not be an asset of any REMIC formed under this
Agreement.
"Class A Yield Maintenance Agreement Payment": On each Distribution Date
through the Distribution Date in August 2008, the amount equal to the product of
(a) the excess of the lesser of (i) One-Month LIBOR and (ii) the applicable
ceiling rate for such Distribution Date over the applicable strike rate for such
Distribution Date, in each case as set forth on the schedule attached to the
confirmation to the Class A Yield Maintenance Agreement for such Distribution
Date, (b) the product of the cap notional amount and the scale factor, both as
set forth on the schedule attached to the confirmation to the Class A Yield
Maintenance Agreement for such Distribution Date and (c) a fraction, the
numerator of which is the actual number of days elapsed since the previous
Distribution Date (or the Closing Date, in the case of the first Distribution
Date) to but excluding the current Distribution Date and the denominator of
which is 360.
"Class A-1 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 0.170% per annum, and (ii) following the
Optional Termination Date, 0.340% per annum.
"Class A-1 Pass-Through Rate": For each Distribution Date, a rate per annum
equal to the lesser of (a) One-Month LIBOR as of the related LIBOR Determination
Date, plus the Class A-1 Certificate Margin and (b) the Maximum Rate Cap.
"Class A-2 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 0.330% per annum, and (ii) following the
Optional Termination Date, 0.660% per annum.
"Class A-2 Pass-Through Rate": For each Distribution Date, a rate per annum
equal to the lesser of (a) One-Month LIBOR as of the related LIBOR Determination
Date, plus the Class A-2 Certificate Margin and (b) the Maximum Rate Cap.
"Class A-3 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 0.480% per annum, and (ii) following the
Optional Termination Date, 0.960% per annum.
"Class A-3 Pass-Through Rate": For each Distribution Date, a rate per annum
equal to the lesser of (a) One-Month LIBOR as of the related LIBOR Determination
Date, plus the Class A-3 Certificate Margin and (b) the Maximum Rate Cap.
"Class CE Certificates": Any one of the Class CE Certificates as designated
on the face thereof substantially in the form annexed hereto as Exhibit C-1,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein and representing an interest in REMIC 2.
"Class CE Distributable Amount": With respect to any Distribution Date, the
sum of (i) the interest accrued on such Class CE Certificate at its Pass-Through
Rate calculated
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on its Notional Amount less the amount (without duplication) of Cap Carryover
Amounts paid pursuant to Section 4.02(b)(xxvii), (ii) any remaining Aggregate
Overcollateralization Release Amounts, (iii) the aggregate of amounts remaining
in the Class A Reserve Account after the distributions in Section 3.04(g)(i)(A),
as specified in Section 3.04(g)(i)(D), (iv) the aggregate of amounts remaining
in the Class M-1/M-5 Reserve Account after the distributions in Section
3.04(g)(i)(B), as specified in Section 3.04(g)(i)(D) and (v) the aggregate of
amounts remaining in the Class M-6/M-8 Reserve Account after the distributions
in Section 3.04(g)(i)(C), as specified in Section 3.04(g)(i)(D).
"Class M Certificate": Any one of the Certificates with an "M" designated
on the face thereof substantially in the form annexed hereto as Exhibit X-0,
Xxxxxxx X-0, Xxxxxxx X-0, Exhibit B-4, Exhibit X-0, Xxxxxxx X-0, Xxxxxxx X-0,
Exhibit B-8 and Exhibit B-9, executed by the Trustee on behalf of the Trust and
authenticated and delivered by the Certificate Registrar, representing the right
to distributions as set forth herein and therein and representing an interest in
REMIC 2.
"Class M Certificateholders": Collectively, the Holders of the Class M
Certificates.
"Class M Yield Maintenance Agreements: Either of the Class M-1/M-5 Yield
Maintenance Agreement or the Class M-6/M-8 Yield Maintenance Agreement.
"Class M-1 Applied Realized Loss Amount": As to the Class M-1 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-1 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the Applied Realized Loss Amount as
of such Distribution Date over (ii) the sum of the Class M-2 Applied Realized
Loss Amount, the Class M-3 Applied Realized Loss Amount, the Class M-4 Applied
Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6
Applied Realized Loss Amount, the Class M-7 Applied Realized Loss Amount and the
Class M-8 Applied Realized Loss Amount, in each case as of such Distribution
Date.
"Class M-1 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 0.640% per annum, and (ii) following the
Optional Termination Date, 0.960% per annum.
"Class M-1 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-1 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-1 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the Certificate Principal Balances of the Class A
Certificates (after taking into account the payment of the Senior Principal
Distribution Amount on such Distribution Date) and (ii) the Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such
Distribution
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Date over (y) the lesser of (A) the product of (i) 74.90% and (ii) the Pool
Balance as of the last day of the related Collection Period and (B) the Pool
Balance as of the last day of the related Collection Period minus the product of
0.50% and the Cut-off Date Aggregate Principal Balance.
"Class M-1 Realized Loss Amortization Amount": As to the Class M-1
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-1 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (iv) hereof, in each case
for such Distribution Date.
"Class M-2 Applied Realized Loss Amount": As to the Class M-2 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-2 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the sum of the Class M-3 Applied
Realized Loss Amount, the Class M-4 Applied Realized Loss Amount, the Class M-5
Applied Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the
Class M-7 Applied Realized Loss Amount and the Class M-8 Applied Realized Loss
Amount, in each case as of such Distribution Date.
"Class M-2 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 1.050% per annum, and (ii) following the
Optional Termination Date, 1.575% per annum.
"Class M-2 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-2 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-2 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the Certificate Principal Balances of the Class A
Certificates (after taking into account the payment of the Senior Principal
Distribution Amount on such Distribution Date), (ii) the Certificate Principal
Balance of the Class M-1 Certificates (after taking into account the payment of
the Class M-1 Principal Distribution Amount on such Distribution Date) and (iii)
the Certificate Principal Balance of the Class M-2 Certificates immediately
prior to such Distribution Date over (y) the lesser of (A) the product of (i)
81.30% and (ii) the Pool Balance as of the last day of the related Collection
Period and (B) the Pool Balance as of the last day of the related Collection
Period minus the product of 0.50% and the Cut-off Date Aggregate Principal
Balance.
"Class M-2 Realized Loss Amortization Amount": As to the Class M-2
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-2 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (vii) hereof, in each
case for such Distribution Date.
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"Class M-3 Applied Realized Loss Amount": As to the Class M-3 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-3 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the sum of the Class M-4 Applied
Realized Loss Amount, the Class M-5 Applied Realized Loss Amount, the Class M-6
Applied Realized Loss Amount, the Class M-7 Applied Realized Loss Amount and the
Class M-8 Applied Realized Loss Amount, in each case as of such Distribution
Date.
"Class M-3 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 1.250% per annum, and (ii) following the
Optional Termination Date, 1.875% per annum.
"Class M-3 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-3 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-3 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), and (iv) the Certificate Principal Balance of
the Class M-3 Certificates immediately prior to such Distribution Date over (y)
the lesser of (A) the product of (i) 84.30% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance as of the
last day of the related Collection Period minus the product of 0.50% and the
Cut-off Date Aggregate Principal Balance.
"Class M-3 Realized Loss Amortization Amount": As to the Class M-3
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-3 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (x) hereof, in each case
for such Distribution Date.
"Class M-4 Applied Realized Loss Amount": As to the Class M-4 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-4 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the sum of the Class M-5 Applied
Realized Loss Amount, the Class M-6 Applied Realized Loss Amount, the Class M-7
Applied Realized Loss Amount and the Class M-8 Applied Realized Loss Amount, in
each case as of such Distribution Date.
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"Class M-4 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 1.550% per annum, and (ii) following the
Optional Termination Date, 2.325% per annum.
"Class M-4 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-4 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-4 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3
Principal Distribution Amount on such Distribution Date) and (v) the Certificate
Principal Balance of the Class M-4 Certificates immediately prior to such
Distribution Date over (y) the lesser of (A) the product of (i) 87.10% and (ii)
the Pool Balance as of the last day of the related Collection Period and (B) the
Pool Balance as of the last day of the related Collection Period minus the
product of 0.50% and the Cut-off Date Aggregate Principal Balance.
"Class M-4 Realized Loss Amortization Amount": As to the Class M-4
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-4 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xiii) hereof, in each
case for such Distribution Date.
"Class M-5 Applied Realized Loss Amount": As to the Class M-5 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-5 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the excess of (i) the related Applied Realized Loss
Amount as of such Distribution Date over (ii) the sum of the Class M-6 Applied
Realized Loss Amount, the Class M-7 Applied Realized Loss Amount and the Class
M-8 Applied Realized Loss Amount, in each case as of such Distribution Date.
"Class M-5 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 1.700% per annum, and (ii) following the
Optional Termination Date, 2.550% per annum.
"Class M-5 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-5 Certificate Margin and (b) the Maximum Rate Cap.
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"Class M-5 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
payment of the Class M-4 Principal Distribution Amount on such Distribution
Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
immediately prior to such Distribution Date over (y) the lesser of (A) the
product of (i) 89.10% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-5 Realized Loss Amortization Amount": As to the Class M-5
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-5 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xvi) hereof, in each
case for such Distribution Date.
"Class M-6 Applied Realized Loss Amount": As to the Class M-6 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-6 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the sum of the Class M-7 Applied Realized Loss Amount
and the Class M-8 Applied Realized Loss Amount, in each case as of such
Distribution Date
"Class M-6 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 3.000% per annum, and (ii) following the
Optional Termination Date, 4.500% per annum.
"Class M-6 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-6 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-6 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate
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Principal Balance of the Class M-3 Certificates (after taking into account the
payment of the Class M-3 Principal Distribution Amount on such Distribution
Date), (v) the Certificate Principal Balance of the Class M-4 Certificates
(after taking into account the payment of the Class M-4 Principal Distribution
Amount on such Distribution Date), (vi) the Certificate Principal Balance of the
Class M-5 Certificates (after taking into account the payment of the Class M-5
Principal Distribution Amount on such Distribution Date) and (vii) the
Certificate Principal Balance of the Class M-6 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 91.10% and
(ii) the Pool Balance as of the last day of the related Collection Period and
(B) the Pool Balance as of the last day of the related Collection Period minus
the product of 0.50% and the Cut-off Date Aggregate Principal Balance.
"Class M-6 Realized Loss Amortization Amount": As to the Class M-6
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-6 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xix) hereof, in each
case for such Distribution Date.
"Class M-7 Applied Realized Loss Amount": As to the Class M-7 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-7 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the Class M-8 Applied Realized Loss Amount, in each
case as of such Distribution Date.
"Class M-7 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 3.500% per annum, and (ii) following the
Optional Termination Date, 5.250% per annum.
"Class M-7 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-7 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-7 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
payment of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal Distribution
Amount on such Distribution Date), (vii) the Certificate Principal Balance of
the
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Class M-6 Certificates (after taking into account the payment of the Class M-6
Principal Distribution Amount on such Distribution Date) and (viii) the
Certificate Principal Balance of the Class M-7 Certificates immediately prior to
such Distribution Date over (y) the lesser of (A) the product of (i) 93.60% and
(ii) the Pool Balance as of the last day of the related Collection Period and
(B) the Pool Balance as of the last day of the related Collection Period minus
the product of 0.50% and the Cut-off Date Aggregate Principal Balance.
"Class M-7 Realized Loss Amortization Amount": As to the Class M-7
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-7 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xxii) hereof, in each
case for such Distribution Date.
"Class M-8 Applied Realized Loss Amount": As to the Class M-8 Certificates
and as of any Distribution Date, the lesser of (x) the Certificate Principal
Balance thereof (after taking into account the distribution of the Principal
Distribution Amount on such Distribution Date and any increase in Certificate
Principal Balance as a result of Subsequent Recoveries, but prior to the
application of the Class M-8 Applied Realized Loss Amount, if any, on such
Distribution Date) and (y) the Applied Realized Loss Amount as of such
Distribution Date.
"Class M-8 Certificate Margin": For each Distribution Date (i) on or prior
to the Optional Termination Date, 3.500% per annum, and (ii) following the
Optional Termination Date, 5.250% per annum.
"Class M-8 Pass-Through Rate": For each Distribution Date, the lesser of
(a) One-Month LIBOR as of the related LIBOR Determination Date, plus the Class
M-8 Certificate Margin and (b) the Maximum Rate Cap.
"Class M-8 Principal Distribution Amount": As of any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the sum of (i) the sum of the Certificate Principal Balances of
the Class A Certificates (after taking into account the payment of the Senior
Principal Distribution Amount on such Distribution Date), (ii) the Certificate
Principal Balance of the Class M-1 Certificates (after taking into account the
payment of the Class M-1 Principal Distribution Amount on such Distribution
Date), (iii) the Certificate Principal Balance of the Class M-2 Certificates
(after taking into account the payment of the Class M-2 Principal Distribution
Amount on such Distribution Date), (iv) the Certificate Principal Balance of the
Class M-3 Certificates (after taking into account the payment of the Class M-3
Principal Distribution Amount on such Distribution Date), (v) the Certificate
Principal Balance of the Class M-4 Certificates (after taking into account the
payment of the Class M-4 Principal Distribution Amount on such Distribution
Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
(after taking into account the payment of the Class M-5 Principal Distribution
Amount on such Distribution Date), (vii) the Certificate Principal Balance of
the Class M-6 Certificates (after taking into account the payment of the Class
M-6 Principal Distribution Amount on such Distribution Date), (viii) the
Certificate Principal Balance of the Class M-7 Certificates (after taking into
account the payment of the Class M-7 Principal Distribution Amount on such
Distribution Date) and (ix) the Certificate Principal Balance of the Class M-8
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the
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product of (i) 95.60% and (ii) the Pool Balance as of the last day of the
related Collection Period and (B) the Pool Balance as of the last day of the
related Collection Period minus the product of 0.50% and the Cut-off Date
Aggregate Principal Balance.
"Class M-8 Realized Loss Amortization Amount": As to the Class M-8
Certificates and as of any Distribution Date, the lesser of (x) the Unpaid
Realized Loss Amount for the Class M-8 Certificates as of such Distribution Date
and (y) the excess of (i) the Monthly Excess Cashflow Amount over (ii) the sum
of the amounts described in Section 4.02(b)(i) through (xxv) hereof, in each
case for such Distribution Date.
"Class M-1/M-5 Cap Amount": With respect to each Distribution Date and each
of the Class X-0, Xxxxx X-0, Class M-3, Class M-4 and Class M-5 Certificates,
the product of (a) the Class M-1/M-5 Yield Maintenance Agreement Payment for
such Distribution Date and (b) a fraction, the numerator of which is the
Certificate Principal Balance of each such Class immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4 and Class
M-5 Certificates immediately prior to such Distribution Date.
"Class M-1/M-5 Reserve Account": The trust account created and maintained
by the Trustee pursuant to Section 3.04(h) which shall be entitled "Class
M-1/M-5 Reserve Account, JPMorgan Chase Bank, as Trustee, in trust for
registered Holders of the Class M-1, Class M-2, Class M-3, Class M-4 and Class
M-5 Certificates of the CHEC Loan Trust 2004-2, Asset-Backed Certificates,
Series 2004-2" and which must be an Eligible Account. Amounts on deposit in the
Class M-1/M-5 Reserve Account shall not be invested. The Class M-1/M-5 Reserve
Account shall not be an asset of any REMIC formed under this Agreement.
"Class M-1/M-5 Yield Maintenance Agreement": The interest rate cap
agreement between the Trustee, on behalf of the Trust, and the Yield Maintenance
Agreement Provider substantially in the form attached hereto as Exhibit N-2. The
Class M-1/M-5 Yield Maintenance Agreement shall not be an asset of any REMIC
formed under this Agreement.
"Class M-1/M-5 Yield Maintenance Agreement Payment": On each Distribution
Date through the Distribution Date in August 2008, the amount equal to the
product of (a) the excess of the lesser of (i) One-Month LIBOR and (ii) the
applicable ceiling rate for such Distribution Date over the applicable strike
rate for such Distribution Date, each as set forth on the schedule attached to
the confirmation to the Class M-1/M-5 Yield Maintenance Agreement for such
Distribution Date, (b) the product of the cap notional amount and the scale
factor, both as set forth on the schedule attached to the confirmation to the
Class M-1/M-5 Yield Maintenance Agreement for such Distribution Date and (c) a
fraction, the numerator of which is the actual number of days elapsed since the
previous Distribution Date (or the Closing Date, in the case of the first
Distribution Date) to but excluding the current Distribution Date and the
denominator of which is 360.
"Class M-6/M-8 Cap Amount": With respect to each Distribution Date and each
of the Class M6, Class M-7 and Class M-8 Certificates, the product of (a) the
Class M-6/M-8 Yield Maintenance Agreement Payment for such Distribution Date and
(b) a fraction, the numerator of which is the Certificate Principal Balance of
each such Class immediately prior to
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such Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of the Class M-6, Class M-7 and Class M-8 Certificates
immediately prior to such Distribution Date.
"Class M-6/M-8 Reserve Account": The trust account created and maintained
by the Trustee pursuant to Section 3.04(i) which shall be entitled "Class
M-6/M-8 Reserve Account, JPMorgan Chase Bank, as Trustee, in trust for
registered Holders of the Class M Certificates of the CHEC Loan Trust 2004-2,
Asset-Backed Certificates, Series 2004-2" and which must be an Eligible Account.
Amounts on deposit in the Class M-6/M-8 Reserve Account shall not be invested.
The Class M-6/M-8 Reserve Account shall not be an asset of any REMIC formed
under this Agreement.
"Class M-6/M-8 Yield Maintenance Agreement": The interest rate cap
agreement between the Trustee, on behalf of the Trust, and the Yield Maintenance
Agreement Provider substantially in the form attached hereto as Exhibit N-3. The
Class M-6/M-8 Yield Maintenance Agreement shall not be an asset of any REMIC
formed under this Agreement.
"Class M-6/M-8 Yield Maintenance Agreement Payment": On each Distribution
Date through the Distribution Date in August 2008, the amount equal to the
product of (a) the excess of the lesser of (i) One-Month LIBOR and (ii) the
applicable ceiling rate for such Distribution Date over the applicable strike
rate for such Distribution Date, each as set forth on the schedule attached to
the confirmation to the Class M-6/M-8 Yield Maintenance Agreement for such
Distribution Date, (b) the product of the cap notional amount and the scale
factor, both as set forth on the schedule attached to the confirmation to the
Class M-6/M-8 Yield Maintenance Agreement for such Distribution Date and (c) a
fraction, the numerator of which is the actual number of days elapsed since the
previous Distribution Date (or the Closing Date, in the case of the first
Distribution Date) to but excluding the current Distribution Date and the
denominator of which is 360.
"Class P Certificate": Any one of the Certificates with a "P" designated on
the face thereof substantially in the form annexed hereto as Exhibit C-2,
executed by the Trustee on behalf of the Trust and authenticated and delivered
by the Certificate Registrar, representing the right to distributions as set
forth herein and therein and representing an interest in REMIC 2.
"Class R Certificate": The Class R Certificate executed by the Trustee on
behalf of the Trust, and authenticated and delivered by the Certificate
Registrar, substantially in the form annexed hereto as Exhibit C-3 and
evidencing the ownership of the Residual Interest in each of REMIC 1 and REMIC
2. The Class R Certificate represents the ownership of the Class R-1 Interest
and the Class R-2 Interest.
"Class R-1 Interest": The uncertificated residual interest in REMIC 1.
"Class R-2 Interest": The uncertificated residual interest in REMIC 2.
"Closing Date": October 28, 2004.
"Code": The Internal Revenue Code of 1986, as it may be amended from time
to time.
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"Collection Account": The account or accounts created and maintained by the
Servicer pursuant to Section 3.04, which shall be entitled "Collection Account,
Centex Home Equity Company, LLC, as Servicer for the Trust under the Pooling and
Servicing Agreement dated as of October 1, 2004 among Asset Backed Funding
Corporation, as Depositor, Centex Home Equity Company, LLC, as Servicer, and
JPMorgan Chase Bank, as Trustee, in trust for registered Holders of CHEC Loan
Trust 2004-2, Asset-Backed Certificates, Series 2004-2," and which must be an
Eligible Account.
"Collection Period": With respect to any Distribution Date, the period from
the second day of the calendar month preceding the month in which such
Distribution Date occurs through the first day of the month in which such
Distribution Date occurs.
"Combined Loan-to-Value Ratio": For any Mortgage Loan, the fraction,
expressed as a percentage, the numerator of which is the sum of (i) the
Principal Balance of the Mortgage Loan at origination and (ii) the principal
balance of the senior mortgage loan, if any, on the date of origination of the
Mortgage Loan and the denominator of which is the Value of the related Mortgaged
Property.
"Compensating Interest": As defined in Section 3.23 hereof.
"Condemnation Proceeds": All awards or settlements in respect of a taking
of a Mortgaged Property by exercise of the power of eminent domain or
condemnation.
"Corporate Trust Office": The principal corporate trust office of the
Trustee at which at any particular time its corporate trust business in
connection with this Agreement shall be administered, which office at the date
of the execution of this instrument is located at 0 Xxx Xxxx Xxxxx, 0xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000-0000, Attention: Institutional Trust Services/Global
Debt: CHEC Loan Trust 2004-2, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Seller and the Servicer.
"Corresponding Classes": With respect to REMIC 1 and REMIC 2, the following
Classes shall be Corresponding Classes:
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CORRESPONDING REMIC 1 CLASSES CORRESPONDING REMIC 2 CLASSES
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LT1A1 Class A-1 Certificates
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LT1A2 Class A-2 Certificates
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LT1A3 Class A-3 Certificates
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LT1M1 Class M-1 Certificates
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LT1M2 Class M-2 Certificates
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LT1M3 Class M-3 Certificates
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LT1M4 Class M-4 Certificates
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LT1M5 Class M-5 Certificates
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LT1M6 Class M-6 Certificates
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LT1M7 Class M-7 Certificates
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LT1M8 Class M-8 Certificates
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LT1P Class P Certificates
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"Custodial Agreement": The Custodial Agreement dated as of October 1, 2004,
by and between the Custodian and the Trustee and acknowledged by the Servicer.
"Custodian" X.X. Xxxxxx Trust Company, National Association, as custodian
of the Mortgage Files, or any successor thereto.
"Cut-off Date": October 1, 2004.
"Cut-off Date Aggregate Principal Balance": The aggregate of the Cut-off
Date Principal Balances of the Mortgage Loans.
"Cut-off Date Principal Balance": With respect to any Mortgage Loan, the
unpaid principal balance thereof as of the Cut-off Date after application of
funds received or advanced on or before such date (or as of the applicable date
of substitution with respect to an Eligible Substitute Mortgage Loan).
"Debt Service Reduction": With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
resulting from a Deficient Valuation.
"Defective Mortgage Loan": A Mortgage Loan replaced or to be replaced by
one or more Eligible Substitute Mortgage Loans.
"Deficient Valuation": With respect to any Mortgage Loan, a valuation of
the related Mortgaged Property by a court of competent jurisdiction in an amount
less than the then outstanding principal balance of the Mortgage Loan, which
valuation results from a proceeding initiated under the Bankruptcy Code.
"Definitive Certificates": As defined in Section 5.02(c) hereof.
"Delinquent": Any Mortgage Loan with respect to which the Monthly Payment
due on a Due Date is not made by the close of business on the next scheduled Due
Date for such Mortgage Loan.
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"Depositor": Asset Backed Funding Corporation, a Delaware corporation, or
any successor in interest.
"Depository": The initial depository shall be The Depository Trust Company,
whose nominee is Cede & Co., or any other organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act. The Depository shall
initially be the registered Holder of the Book-Entry Certificates. The
Depository shall at all times be a "clearing corporation" as defined in Section
8-102(3) of the Uniform Commercial Code of the State of New York.
"Depository Participant": A broker, dealer, bank or other financial
institution or other person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
"Determination Date": With respect to any Distribution Date, the 15th day
of the calendar month in which such Distribution Date occurs or, if such 15th
day is not a Business Day, the Business Day immediately preceding such 15th day.
"Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof, the management or operation of
such REO Property, the holding of such REO Property primarily for sale to
customers, the performance of any construction work thereon or any use of such
REO Property in a trade or business conducted by the Trust other than through an
Independent Contractor; provided, however, that the Trustee (or the Servicer
under this Agreement) shall not be considered to Directly Operate an REO
Property solely because the Trustee (or the Servicer under this Agreement)
establishes rental terms, chooses tenants, enters into or renews leases, deals
with taxes and insurance, or makes decisions as to repairs or capital
expenditures with respect to such REO Property.
"Disqualified Organization": A "disqualified organization" under Section
860E of the Code, which as of the Closing Date is any of: (i) the United States,
any state or political subdivision thereof, any possession of the United States,
any foreign government, any international organization, or any agency or
instrumentality of any of the foregoing, (ii) any organization (other than a
cooperative described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless such organization is subject to the tax
imposed by Section 511 of the Code, (iii) any organization described in Section
1381(a)(2)(C) of the Code, or (iv) any other Person so designated by the Trustee
based upon an Opinion of Counsel provided by nationally recognized counsel to
the Trustee that the holding of an ownership interest in the Class R Certificate
by such Person may cause the Trust Fund or any Person having an ownership
interest in any Class of Certificates (other than such Person) to incur
liability for any federal tax imposed under the Code that would not otherwise be
imposed but for the transfer of an ownership interest in the Class R Certificate
to such Person. A corporation will not be treated as an instrumentality of the
United States or of any state or political subdivision thereof if all of its
activities are subject to tax and a majority of its board of directors is not
selected by a governmental unit. The term "United States," "state" and
"international organization" shall have the meanings set forth in Section 7701
of the Code.
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"Distribution Account": The trust account or accounts created and
maintained by the Trustee pursuant to Section 3.04(b) which shall be entitled
"Distribution Account, JPMorgan Chase Bank, as Trustee, in trust for the
registered Holders of CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series
2004-2" and which must be an Eligible Account.
"Distribution Date": The 25th day of any calendar month, or if such 25th
day is not a Business Day, the Business Day immediately following such 25th day,
commencing in November 2004.
"Distribution Date Statement": As defined in Section 4.06(a) hereof.
"Due Date": With respect to each Mortgage Loan and any Distribution Date,
the first day of the calendar month in which such Distribution Date occurs on
which the Monthly Payment for such Mortgage Loan was due (or, in the case of any
Mortgage Loan under the terms of which the Monthly Payment for such Mortgage
Loan was due on a day other than the first day of the calendar month in which
such Distribution Date occurs, the day during the related Due Period on which
such Monthly Payment was due), exclusive of any days of grace.
"Eligible Account": Any of (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company the
short-term unsecured debt obligations of which (or, in the case of a depository
institution or trust company that is the principal subsidiary of a holding
company, the short-term unsecured debt obligations of such holding company) are
rated "A-1+" by S&P, and "P-1" by Xxxxx'x (or comparable ratings if S&P and
Xxxxx'x are not the Rating Agencies) by each of the Rating Agencies at the time
any amounts are held on deposit therein, (ii) an account or accounts the
deposits in which are fully insured by the FDIC, (iii) a trust account or
accounts maintained with the trust department of a federal or state chartered
depository institution, national banking association or trust company acting in
its fiduciary capacity or (iv) an account otherwise acceptable to each Rating
Agency without reduction or withdrawal of their then current ratings of the
Certificates as evidenced by a letter from each Rating Agency to the Trustee and
the NIMS Insurer. Eligible Accounts may bear interest.
"Eligible Investments": Any one or more of the following obligations or
securities acquired at a purchase price of not greater than par, regardless of
whether issued or managed by the Depositor, the Servicer, the NIMS Insurer, the
Trustee or any of their respective Affiliates or for which an Affiliate of the
Trustee serves as an advisor:
(i) direct obligations of, or obligations fully guaranteed as to
timely payment of principal and interest by, the United States or any
agency or instrumentality thereof, provided such obligations are backed by
the full faith and credit of the United States;
(ii) (A) demand and time deposits in, certificates of deposit of,
bankers' acceptances issued by or federal funds sold by any depository
institution or trust company (including the Trustee or its agents acting in
their respective commercial capacities) incorporated under the laws of the
United States of America or any state thereof and subject to supervision
and examination by
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federal and/or state authorities, so long as, at the time of such
investment or contractual commitment providing for such investment, such
depository institution or trust company or its ultimate parent has a
short-term uninsured debt rating in one of the two highest available rating
categories of S&P and Xxxxx'x and provided that each such investment has an
original maturity of no more than 365 days and (B) any other demand or time
deposit or deposit which is fully insured by the FDIC;
(iii) repurchase obligations with a term not to exceed 30 days with
respect to any security described in clause (i) above and entered into with
a depository institution or trust company (acting as principal) rated "A"
or higher by S&P and "A2" or higher by Xxxxx'x, provided, however, that
collateral transferred pursuant to such repurchase obligation must be of
the type described in clause (i) above and must (A) be valued daily at
current market prices plus accrued interest or (B) pursuant to such
valuation, be equal, at all times, to 105% of the cash transferred by the
Trustee in exchange for such collateral and (C) be delivered to the Trustee
or, if the Trustee is supplying the collateral, an agent for the Trustee,
in such a manner as to accomplish perfection of a security interest in the
collateral by possession of certificated securities;
(iv) securities bearing interest or sold at a discount that are issued
by any corporation incorporated under the laws of the United States of
America or any State thereof and that are rated by each Rating Agency in
its highest long-term unsecured rating categories at the time of such
investment or contractual commitment providing for such investment;
(v) commercial paper (including both non-interest-bearing discount
obligations and interest-bearing obligations payable on demand or on a
specified date not more than 30 days after the date of acquisition thereof)
that is rated by each Rating Agency in its highest short-term unsecured
debt rating available at the time of such investment;
(vi) units of money market funds registered under the Investment
Company Act of 1940 (including funds managed or advised by the Trustee or
affiliates thereof) that, if rated by each Rating Agency, are rated in its
highest rating category (if so rated by such Rating Agency); and
(vii) if previously confirmed in writing to the Trustee and consented
to by the NIMS Insurer, any other demand, money market or time deposit, or
any other obligation, security or investment, as may be acceptable to the
Rating Agencies in writing as an eligible investment of funds backing
securities having ratings equivalent to its highest initial rating of the
Senior Certificates;
provided, that no instrument described hereunder shall evidence either the right
to receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and
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principal payments with respect to such instrument provide a yield to maturity
at par greater than 120% of the yield to maturity at par of the underlying
obligations.
"Eligible Substitute Mortgage Loan": A mortgage loan substituted for a
Defective Mortgage Loan pursuant to the terms of this Agreement which must, on
the date of such substitution, (i) have an outstanding Principal Balance, after
deduction of all scheduled payments due in the month of substitution (or in the
case of a substitution of more than one mortgage loan for a Defective Mortgage
Loan, an aggregate principal balance), not in excess of the Stated Principal
Balance of the Defective Mortgage Loan, (ii) have a Mortgage Interest Rate, with
respect to a Fixed-Rate Mortgage Loan, not less than the Mortgage Interest Rate
of the Defective Mortgage Loan and not more than 1% in excess of the Mortgage
Interest Rate of such Defective Mortgage Loan, (iii) have the same Due Date as
the Defective Mortgage Loan, (iv) if an Adjustable-Rate Mortgage Loan, have a
Maximum Mortgage Interest Rate not less than the Maximum Mortgage Interest Rate
for the Defective Mortgage Loan, (v) if an Adjustable-Rate Mortgage Loan, have a
Minimum Mortgage Interest Rate not less than the Minimum Mortgage Interest Rate
of the Defective Mortgage Loan, (vi) if an Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to or greater than the Gross Margin of the Defective Mortgage
Loan, (vii) if an Adjustable-Rate Mortgage Loan, have the same Index as the
Defective Mortgage Loan, (viii) if an Adjustable-Rate Mortgage Loan, have a next
Adjustment Date not more than two months later than the next Adjustment Date on
the Defective Mortgage Loan, (ix) have a remaining term to maturity not greater
than (and not more than one year less than) that of the Defective Mortgage Loan,
(x) be current as of the date of substitution, (xi) have a Combined
Loan-to-Value Ratio as of the date of substitution equal to or lower than the
Combined Loan-to-Value Ratio of the Defective Mortgage Loan as of such date,
(xii) have a risk grading at least equal to the risk grading assigned on the
Defective Mortgage Loan, (xiii) have been underwritten or reunderwritten in
accordance with the same underwriting criteria and guidelines as the Defective
Mortgage Loan, (xiv) have the same lien priority as the Defective Mortgage Loan,
(xv) not be a Balloon Mortgage Loan if the Defective Mortgage Loan was not a
Balloon Mortgage Loan (and if such Defective Mortgage Loan is a Balloon Mortgage
Loan, such Eligible Substitute Mortgage Loan shall have an original maturity of
not less than the original maturity of such Defective Mortgage Loan), (xvi) have
a Prepayment Charge at least equal in amount and duration of that of the
Defective Mortgage Loan and (xvii) conform to each representation and warranty
set forth in Section 3.03 of the Originator Mortgage Loan Purchase Agreement and
Section 3.01 of the Mortgage Loan Purchase Agreement applicable to the Defective
Mortgage Loan. In the event that one or more mortgage loans are substituted for
one or more Defective Mortgage Loans, the amounts described in clause (i) hereof
shall be determined on the basis of aggregate principal balance, the Mortgage
Interest Rates described in clause (ii) hereof shall be determined on the basis
of weighted average Mortgage Interest Rates, the risk gradings described in
clause (xii) hereof shall be satisfied as to each such mortgage loan, the terms
described in clause (ix) hereof shall be determined on the basis of weighted
average remaining term to maturity, the Combined Loan-to-Value Ratios described
in clause (xi) hereof shall be satisfied as to each such mortgage loan and,
except to the extent otherwise provided in this sentence, the representations
and warranties described in clause (xvii) hereof must be satisfied as to each
Eligible Substitute Mortgage Loan or in the aggregate, as the case may be.
"ERISA": The Employee Retirement Income Security Act of 1974, as amended.
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"ERISA-Restricted Certificates": Any of the Class CE, Class P and Class R
Certificates and any Class of Certificates that no longer satisfies the
applicable ratings requirement of Prohibited Transaction Exemption 2002-41, 67
Fed. Reg. 54487 (August 22, 2002).
"Escrow Account": The account or accounts created and maintained pursuant
to Section 3.06.
"Escrow Payments": The amounts constituting ground rents, taxes,
assessments, water rates, mortgage insurance premiums, fire and hazard insurance
premiums and other payments required to be escrowed by the Mortgagor with the
mortgagee pursuant to any Mortgage Loan.
"Estate in Real Property": A fee simple estate in a parcel of real
property.
"Exchange Act": The Securities Exchange Act of 1934, as amended.
"Expense Fee Rate": The sum of (i) the Trustee Fee Rate and (ii) the
Servicing Fee Rate.
"Extended Period": As defined in Section 9.04(b).
"Extra Principal Distribution Amount": As of any Distribution Date, the
lesser of (x) the Monthly Excess Interest Amount for such Distribution Date and
(y) the Overcollateralization Deficiency for such Distribution Date.
"Xxxxxx Xxx": Federal National Mortgage Association or any successor
thereto.
"FDIC": Federal Deposit Insurance Corporation or any successor thereto.
"Fidelity Bond": Shall have the meaning assigned thereto in Section 3.12.
"Final Recovery Determination": With respect to any defaulted Mortgage Loan
or any REO Property (other than a Mortgage Loan or REO Property (i) purchased by
the Originator or the Seller pursuant to or as contemplated by Section 2.03 or
(ii) purchased by the NIMS Insurer, the Majority Class CE Certificateholders or
the Servicer pursuant to Section 10.01), a determination made by the Servicer
that all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and
other payments or recoveries which the Servicer, in its reasonable good faith
judgment, expects to be finally recoverable in respect thereof have been so
recovered. The Servicer shall maintain records, prepared by a Servicing Officer,
of each Final Recovery Determination made thereby.
"Fixed-Rate Mortgage Loan": A Mortgage Loan which has a constant annual
rate at which interest accrues in accordance with the provisions of the related
Mortgage Note.
"Foreclosure Price": The amount reasonably expected to be received from the
sale of the related Mortgaged Property net of any expenses associated with
foreclosure proceedings.
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"Form 10-K": As defined in Section 3.31(a) hereof.
"Xxxxxxx Mac" The Federal Home Loan Mortgage Corporation, or any successor
thereto.
"Grantor Trust": That portion of the Trust exclusive of REMIC 1 and REMIC 2
consisting of (a) any Originator Prepayment Charge Payment Amounts and any
Servicer Prepayment Charge Payment Amounts and the right of the Class P
Certificateholders to receive such Originator Prepayment Charge Payment Amounts
and Servicer Prepayment Charge Payment Amounts, (b) the right of the Offered
Certificates to receive Cap Carryover Amounts, (c) each Yield Maintenance
Agreement, the Reserve Accounts and the beneficial interest of the Class CE
Certificates with respect thereto and (d) the obligation of the Class CE
Certificates to pay Cap Carryover Amounts.
"Gross Margin": With respect to each Adjustable-Rate Mortgage Loan, the
fixed percentage set forth in the related Mortgage Note that is added to the
Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note used to determine the Mortgage Interest Rate for such
Adjustable-Rate Mortgage Loan.
"Indenture": An indenture relating to the issuance of net interest margin
notes secured by the Class CE Certificates and the Class P Certificates, which
may or may not be guaranteed by the NIMS Insurer.
"Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Depositor, the Servicer and their
respective Affiliates, (ii) does not have any direct financial interest in or
any material indirect financial interest in the Depositor or the Servicer or any
Affiliate thereof, and (iii) is not connected with the Depositor or the Servicer
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor or the
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the Depositor or the
Servicer or any Affiliate thereof, as the case may be.
"Independent Contractor": Either (i) any Person (other than the Servicer)
that would be an "independent contractor" with respect to the Trust Fund within
the meaning of Section 856(d)(3) of the Code if the Trust Fund were a real
estate investment trust (except that the ownership tests set forth in that
section shall be considered to be met by any Person that owns, directly or
indirectly, 35 percent or more of any Class of Certificates), so long as the
Trust Fund does not receive or derive any income from such Person and provided
that the relationship between such Person and the Trust Fund is at arm's length,
all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii)
any other Person (including the Servicer) if the Trustee has received an Opinion
of Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, to
the effect that the taking of any action in respect of any REO Property by such
Person, subject to any conditions therein specified, that is otherwise herein
contemplated to be taken by an Independent Contractor will not cause such REO
Property to cease to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code (determined without regard to
-25-
the exception applicable for purposes of Section 860D(a) of the Code), or cause
any income realized in respect of such REO Property to fail to qualify as Rents
from Real Property.
"Index": With respect to each Adjustable-Rate Mortgage Loan and with
respect to each related Adjustment Date, the index as specified in the related
Mortgage Note.
"Initial Certificate Principal Balance": With respect to any Certificate of
a Class other than a Class CE, Class P or Class R Certificate, the amount
designated "Initial Certificate Principal Balance" on the face thereof.
"Initial Overcollateralization Amount": $6,790,726.00.
"Insurance Proceeds": Proceeds of any title policy, hazard policy or other
insurance policy covering a Mortgage Loan, to the extent such proceeds are not
to be applied to the restoration of the related Mortgaged Property or released
to the Mortgagor in accordance with the procedures that the Servicer would
follow in servicing mortgage loans held for its own account, subject to the
terms and conditions of the related Mortgage Note and Mortgage.
"Interest Accrual Period": With respect to any Distribution Date and the
Offered Certificates, the period from the preceding Distribution Date to the day
prior to the current Distribution Date (or, in the case of the first
Distribution Date, the period from the Closing Date through November 25, 2004).
In the case of the REMIC 1 Regular Interests, the Interest Accrual Period shall
be calendar month preceding the month in which the related Distribution Date
occurs.
"Interest Carry Forward Amount": For any Class of Offered Certificates and
any Distribution Date, the sum of (a) the excess, if any, of the Accrued
Certificate Interest and any Interest Carry Forward Amount for the prior
Distribution Date, over the amount in respect of interest actually distributed
on such Class on such prior Distribution Date and (b) interest on such excess at
the applicable Certificate Interest Rate for the actual number of days elapsed
on the basis of a 360-day year since the prior Distribution Date.
"Interest Only Mortgage Loan": As defined in Section 4.07(b) hereof.
"Interest Percentage": With respect to any Class of Offered Certificates
and any Distribution Date, the ratio (expressed as a decimal carried to six
places) of the Accrued Certificate Interest for such Class to the sum of the
Accrued Certificate Interest for all Classes of Offered Certificates, in each
case with respect to such Distribution Date, without regard to Prepayment
Interest Shortfalls (not covered by Compensating Interest Payments) and Relief
Act Interest Shortfalls.
"Interest Remittance Amount": As of any Distribution Date, the sum, without
duplication, of (i) all interest due and collected or advanced with respect to
the related Collection Period on the Mortgage Loans received by the Servicer on
or prior to the Determination Date for such Distribution Date (less the
Servicing Fee, amounts available for reimbursement of Advances and Servicing
Advances pursuant to Section 3.05 and expenses reimbursable pursuant to Section
6.03), (ii) all Compensating Interest paid by the Servicer on the related
Distribution Date with respect to such Mortgage Loans, (iii) the portion of any
payment in connection with
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any Principal Prepayment, substitution, Purchase Price, Termination Price,
Insurance Proceeds or Net Liquidation Proceeds relating to interest with respect
to such Mortgage Loans received during the related Prepayment Period and (iv)
the portion of any Reimbursement Amount relating to such Mortgage Loans received
during the related Prepayment Period.
"Late Collections": With respect to any Mortgage Loan, all amounts received
subsequent to the Determination Date immediately following any related
Collection Period, whether as late payments of Monthly Payments or as Insurance
Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
represent late payments or collections of principal and/or interest due (without
regard to any acceleration of payments under the related Mortgage and Mortgage
Note) but delinquent on a contractual basis for such Collection Period and not
previously recovered.
"LIBOR Business Day": Any day on which banks in London, England and The
City of New York are open and conducting transactions in foreign currency and
exchange.
"LIBOR Determination Date": With respect to the Offered Certificates, (i)
for the first Distribution Date, the second LIBOR Business Day preceding the
Closing Date and (ii) for each subsequent Distribution Date, the second LIBOR
Business Day prior to the immediately preceding Distribution Date.
"Liquidated Mortgage Loan": As to any Distribution Date, any Mortgage Loan
in respect of which the Servicer has determined, in accordance with the
servicing procedures specified herein, as of the end of the related Prepayment
Period, that all Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds which it expects to recover with respect to the liquidation of the
Mortgage Loan or disposition of the related REO Property have been recovered.
"Liquidation Proceeds": The amount (other than amounts received in respect
of the rental of any REO Property prior to REO Disposition) received by the
Servicer in connection with (i) the taking of all or a part of a Mortgaged
Property by exercise of the power of eminent domain or condemnation or (ii) the
liquidation of a defaulted Mortgage Loan by means of a trustee's sale,
foreclosure sale or otherwise.
"Liquidation Report": The report with respect to a Liquidated Mortgage Loan
in such form as is agreed to by the Servicer and the Trustee listing (i) the
sale price of the related Mortgaged Property or amount of the REO Disposition,
(ii) the amount of any Realized Loss (or gain) with respect to such Liquidated
Mortgage Loan, (iii) the expenses relating to the liquidation of such Liquidated
Mortgage Loan and (iv) such other information as is agreed to by the Servicer
and the Trustee.
"Losses": As defined in Section 9.03.
"Lost Note Affidavit": With respect to any Mortgage Loan as to which the
original Mortgage Note has been permanently lost 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 and indemnifying the Trust against
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any loss, cost or liability resulting from the failure to deliver the original
Mortgage Note) substantially in the form of Exhibit H hereto.
"Majority Certificateholders": The Holders of Certificates evidencing at
least 51% of the Voting Rights.
"Majority Class CE Certificateholders": The Holders of Class CE
Certificates evidencing at least a 51% Percentage Interest in the Class CE
Certificates.
"Marker Rate": With respect to the Class CE Certificates and any
Distribution Date, a per annum rate equal to two (2) times the weighted average
of the Uncertificated REMIC 1 Pass-Through Rates for REMIC 1 Regular Interest
LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest
LT1M8 and REMIC 1 Regular Interest LT1ZZ, (i) with the rate on each such REMIC
Regular Interest (other than REMIC 1 Regular Interest LT1ZZ) subject to a cap
equal to the Pass-Through Rate of its Corresponding Class (taking into account
in determining any such Pass-Through Rate the imposition of the Pool Cap, as
described in footnotes (1) through (11) to the table in the Preliminary
Statement relating to the Certificates) for the purposes of this calculation and
(ii) with the rate on REMIC 1 Regular Interest LT1ZZ subject to a cap of zero
for the purpose of this calculation; provided, however, that for this purpose,
calculations of the Uncertificated REMIC 1 Pass-Through Rate and the related
caps with respect to each such REMIC Regular Interest (other than REMIC 1
Regular Interest LT1ZZ) shall be multiplied by a fraction, the numerator of
which is the actual number of days in the Interest Accrual Period and the
denominator of which is 30.
"Maximum LT1ZZ Uncertificated Accrued Interest Deferral Amount": With
respect to any Distribution Date, the excess of (a) accrued interest at the
Uncertificated REMIC 1 Pass-Through Rate applicable to REMIC 1 Regular Interest
LT1ZZ for such Distribution Date on a balance equal to the Uncertificated
Principal Balance of REMIC 1 Regular Interest LT1ZZ minus the REMIC 1
Overcollateralized Amount, in each case for such Distribution Date, over (b)
Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1A1, REMIC 1
Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7 and REMIC 1 Regular Interest LT1M8 each
subject to a cap equal to the Pass-Through Rate of the related Corresponding
Class for the purpose of this calculation (taking into account in determining
any such Pass-Through Rate the imposition of the Pool Cap, as described in
footnotes (1) through (11) to the table in the Preliminary Statement relating to
the Certificates); provided, however, that for this purpose, calculations of the
Uncertificated REMIC 1 Pass-Through Rate and the related caps with respect to
Uncertificated Accrued Interest on REMIC 1 Regular Interest LT1A1, REMIC 1
Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7 and REMIC 1
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Regular Interest LT1M8 shall be multiplied by a fraction, the numerator of which
is the actual number of days in the Interest Accrual Period and the denominator
of which is 30.
"Maximum Mortgage Interest Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Interest Rate thereunder.
"Maximum Rate Cap": With respect to any Distribution Date and for the
Offered Certificates, a per annum rate (not less than zero), adjusted by
multiplying such rate by a fraction equal to 30 over the actual number of days
in the related Interest Accrual Period, equal to the average of the Net Maximum
Mortgage Interest Rates for the Adjustable-Rate Mortgage Loans and the Net
Mortgage Interest Rates for the Fixed-Rate Mortgage Loans, weighted on the basis
of the Principal Balances of the Mortgage Loans as of the first day of the
related Collection Period.
"Minimum Mortgage Interest Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Interest Rate thereunder.
"Monthly Excess Cashflow Amount": The sum of the Monthly Excess Interest
Amount, the Overcollateralization Release Amount and (without duplication) any
portion of the Principal Distribution Amount remaining after principal
distributions on the Offered Certificates.
"Monthly Excess Interest Amount": With respect to each Distribution Date,
the amount, if any, by which the Interest Remittance Amount for such
Distribution Date exceeds the aggregate amount distributed on such Distribution
Date pursuant to paragraphs (i) through (xi) under Section 4.01.
"Monthly Form 8-K": As defined in Section 3.31(a) hereof.
"Monthly Payment": With respect to any Mortgage Loan, the scheduled monthly
payment of principal and interest on such Mortgage Loan which is payable by the
related Mortgagor from time to time under the related Mortgage Note, determined:
(a) after giving effect to (i) any Deficient Valuation and/or Debt Service
Reduction with respect to such Mortgage Loan and (ii) any reduction in the
amount of interest collectible from the related Mortgagor pursuant to the Relief
Act or similar state laws; (b) without giving effect to any extension granted or
agreed to by the Servicer pursuant to Section 3.01; and (c) on the assumption
that all other amounts, if any, due under such Mortgage Loan are paid when due.
"Moody's": Xxxxx'x Investors Service, Inc., and its successors, and if such
company shall for any reason no longer perform the functions of a securities
rating agency, "Moody's" shall be deemed to refer to any other "nationally
recognized statistical rating organization" as set forth on the most current
list of such organizations released by the Securities and Exchange Commission.
"Mortgage": The mortgage, deed of trust or other instrument creating a
first or second lien on, or first or second priority security interest in, a
Mortgaged Property securing a Mortgage Note.
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"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": With respect to each Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) in
the case of each Fixed-Rate Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Interest Rate in effect
immediately following the Cut-off Date and (ii) in the case of each
Adjustable-Rate Mortgage Loan (A) as of any date of determination until the
first Adjustment Date following the Cut-off Date shall be the rate set forth in
the Mortgage Loan Schedule as the Mortgage Interest Rate in effect immediately
following the Cut-off Date and (B) as of any date of determination thereafter
shall be the rate as adjusted on the most recent Adjustment Date, to equal the
sum, rounded as provided in the Mortgage Note, of the Index, determined as set
forth in the related Mortgage Note, plus the related Gross Margin subject to the
limitations set forth in the related Mortgage Note. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination, the
annual rate determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.
"Mortgage Loan": Each mortgage loan transferred and assigned to the Trustee
pursuant to Section 2.01 or Section 2.03(d) as from time to time held as a part
of the Trust Fund, the Mortgage Loans so held being identified in the Mortgage
Loan Schedule.
"Mortgage Loan Purchase Agreement": The agreement between the Seller and
the Depositor, dated as of October 28, 2004, regarding the transfer of the
Mortgage Loans by the Seller to or at the direction of the Depositor.
"Mortgage Loan Schedule": As of any date with respect to the Mortgage
Loans, the lists of such Mortgage Loans included in the Trust Fund on such date,
identifying the Mortgage Loans, attached hereto as Exhibit D. The Mortgage Loan
Schedule shall set forth the following information with respect to each Mortgage
Loan:
(1) the Mortgage Loan identifying number;
(2) the state and zip code of the Mortgaged Property;
(3) the type of Residential Dwelling constituting the Mortgaged
Property;
(4) the occupancy status of the Mortgaged Property at origination;
(5) the original months to maturity;
(6) the date of origination;
(7) the first payment date;
(8) the stated maturity date;
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(9) the stated remaining months to maturity;
(10) the original principal amount of the Mortgage Loan;
(11) the Principal Balance of each Mortgage Loan as of the Cut-off
Date;
(12) the Mortgage Interest Rate of the Mortgage Loan as of the
Cut-off Date;
(13) the current principal and interest payment of the Mortgage
Loan as of the Cut-off Date;
(14) the contractual interest paid to date of the Mortgage Loan;
(15) the Combined Loan-to-Value Ratio at origination and as of the
Cut-off Date;
(16) a code indicating the loan performance status of the Mortgage
Loan as of the Cut-off Date;
(17) a code indicating whether the Mortgage Loan is an
Adjustable-Rate Mortgage Loan or a Fixed-Rate Mortgage Loan;
(18) for each Adjustable-Rate Mortgage Loan, a code indicating the
Index that is associated with such Mortgage Loan;
(19) for each Adjustable-Rate Mortgage Loan, the Gross Margin;
(20) for each Adjustable-Rate Mortgage Loan, the Periodic Rate Cap;
(21) for each Adjustable-Rate Mortgage Loan, the Minimum Mortgage
Interest Rate;
(22) for each Adjustable-Rate Mortgage Loan, the Maximum Mortgage
Interest Rate;
(23) a code indicating whether the Mortgage Loan has a Prepayment
Charge and the type of Prepayment Charge and the term;
(24) for each Adjustable-Rate Mortgage Loan, the first Adjustment
Date immediately following the Cut-off Date;
(25) for each Adjustable-Rate Mortgage Loan, the rate adjustment
frequency;
(26) for each Adjustable-Rate Mortgage Loan, the payment adjustment
frequency;
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(27) the purpose of the Mortgage Loan; and
(28) a code indicating whether the Mortgage Loan is a second lien.
The Mortgage Loan Schedule shall set forth the following information, as of
the Cut-off Date, with respect to the Mortgage Loans in the aggregate: (1) the
number of Mortgage Loans; (2) the current aggregate outstanding principal
balance of the Mortgage Loans; (3) the current weighted average Mortgage
Interest Rate of the Mortgage Loans; and (4) the weighted average months to
maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended from
time to time in accordance with the provisions of this Agreement and a copy of
such amended Mortgage Loan Schedule shall be furnished by the Servicer to the
NIMS Insurer. With respect to any Eligible Substitute Mortgage Loan, Cut-off
Date shall refer to the applicable date of substitution.
"Mortgage Note": The original executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan.
"Mortgage Pool": The pool of Mortgage Loans, identified on Exhibit D from
time to time, and any REO Properties acquired in respect thereof.
"Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property, consisting of an Estate in Real Property improved by
a Residential Dwelling.
"Mortgagor": The obligor on a Mortgage Note.
"Net Liquidation Proceeds": With respect to any Liquidated Mortgage Loan or
any other disposition of related Mortgaged Property (including REO Property) the
related Liquidation Proceeds net of unreimbursed Advances, unreimbursed
Servicing Advances, Servicing Fees and any other accrued and unpaid servicing
fees received and retained in connection with the liquidation of such Mortgage
Loan or Mortgaged Property.
"Net Maximum Mortgage Interest Rate": With respect to any Adjustable-Rate
Mortgage Loan, the applicable Maximum Mortgage Interest Rate minus the Expense
Fee Rate.
"Net Mortgage Interest Rate": With respect to any Mortgage Loan, the
Mortgage Interest Rate borne by such Mortgage Loan minus the Expense Fee Rate.
"New Lease": Any lease of REO Property entered into on behalf of the Trust,
including any lease renewed or extended on behalf of the Trust if the Trust has
the right to renegotiate the terms of such lease.
"NIMS Insurer": Any insurer that is guaranteeing certain payments under
notes secured by collateral which includes all or a portion of the Class CE,
Class P and Class R Certificates.
"Nonrecoverable Advance": Any Advance or Servicing Advance previously made
or proposed to be made in respect of a Mortgage Loan that, in the good faith
business
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judgment of the Servicer, will not or, in the case of a proposed Advance or
Servicing Advance, would not be ultimately recoverable from Late Collections on
such Mortgage Loan as provided herein.
"Notional Amount": With respect to the Class CE Certificates, a notional
amount equal to the aggregate principal balance of the REMIC 1 Regular Interests
other than REMIC 1 Regular Interest LT1P.
"Offered Certificates": The Class A-1, Class X-0, Xxxxx X-0, Class M-1,
Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8
Certificates.
"Officers' Certificate": A certificate signed by the Chairman of the Board,
the Vice Chairman of the Board, the President, a vice president (however
denominated) or a principal, and by the Treasurer, the Secretary, or one of the
assistant treasurers or assistant secretaries of the Servicer, the Seller or the
Depositor, as applicable.
"One-Month LIBOR": With respect to each Interest Accrual Period, the rate
determined by the Trustee on the related LIBOR Determination Date on the basis
of the offered rate for one-month United States dollar deposits, as such rate
appears on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR
Determination Date. If no such quotations are available on an LIBOR
Determination Date, One-Month LIBOR for the related Interest Accrual Period will
be established by the Trustee as follows:
(i) If on such LIBOR Determination Date two or more Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations
(rounded upwards if necessary to the nearest whole multiple of 0.001%);
(ii) If on such LIBOR Determination Date fewer than two Reference
Banks provide such offered quotations, One-Month LIBOR for the related
Interest Accrual Period shall be the arithmetic mean of the rates quoted by
one or more major banks in New York City, selected by the Trustee after
consultation with the Depositor and the NIMS Insurer, as of 11:00 A.M., New
York City time, on such date for loans in U.S. Dollars to leading European
banks for a period of one month in amounts approximately equal to the
aggregate Certificate Principal Balance of the Offered Certificates; and
(iii) If no such quotations can be obtained, One-Month LIBOR for the
related Interest Accrual Period shall be One-Month LIBOR for the prior
Distribution Date.
The establishment of One-Month LIBOR on each LIBOR Determination Date by
the Trustee and the Trustee's calculation of the rate of interest applicable to
the Offered Certificates for the related Interest Accrual Period shall (in the
absence of manifest error) be final and binding.
"Opinion of Counsel": A written opinion of counsel, who may, without
limitation, be a salaried counsel for the Depositor or the Servicer except that
any opinion of counsel relating to (a) the qualification of any REMIC as a REMIC
or (b) compliance with the REMIC Provisions must be an opinion of Independent
counsel.
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"Optional Termination Date": The first Distribution Date on which the NIMS
Insurer, if there is a NIMS Insurer, or if there is no NIMS Insurer, the
Majority Class CE Certificateholders or, if such Majority Class CE
Certificateholder is the Seller or is an affiliate of the Seller, the Servicer,
may opt to terminate the Mortgage Pool pursuant to Section 10.01.
"Original Class Certificate Principal Balance": With respect to each Class
of Certificates, the Certificate Principal Balance thereof on the Closing Date,
as set forth opposite such Class in the Preliminary Statement, except with
respect to (i) the Class R Certificates, which have an Original Class
Certificate Principal Balance of zero and (ii) the Class CE Certificates, which,
solely for REMIC purposes, have an Original Class Certificate Principal Balance
equal to the Initial Overcollateralization Amount.
"Originator": Centex Home Equity Company, LLC and its successors.
"Originator Mortgage Loan Purchase Agreement": The Flow Sale and Servicing
Agreement, dated as of September 1, 2004, by and among the Seller, as purchaser,
Xxxxxxx Street Funding II, LLC, as seller and the Servicer, as the company.
"Originator Prepayment Charge Payment Amount": The amount payable by the
Originator pursuant to Section 4.21 of the Originator Mortgage Loan Purchase
Agreement in respect of certain Prepayment Charges that are not collected from
the related Mortgagor, which amounts shall not be part of any REMIC formed
hereunder.
"Overcollateralization Amount": As of any Distribution Date, the excess, if
any, of (x) the Pool Balance as of the last day of the related Collection Period
over (y) the aggregate Certificate Principal Balance of all Classes of Offered
Certificates and the Class P Certificates (after taking into account all
distributions of principal on such Distribution Date and the increase of any
Certificate Principal Balance as a result of Subsequent Recoveries).
"Overcollateralization Deficiency": As of any Distribution Date, the
excess, if any, of (x) the Targeted Overcollateralization Amount for such
Distribution Date over (y) the Overcollateralization Amount for such
Distribution Date, calculated for this purpose after taking into account the
reduction on such Distribution Date of the Certificate Principal Balances of all
Classes of Offered Certificates resulting from the distribution of the Principal
Distribution Amount (but not the Extra Principal Distribution Amount) on such
Distribution Date, but prior to taking into account any Applied Realized Loss
Amounts on such Distribution Date.
"Overcollateralization Release Amount": With respect to any Distribution
Date after the Stepdown Date on which a Trigger Event is not in effect, the
lesser of (x) the Principal Remittance Amount for such Distribution Date and (y)
the excess, if any, of (i) the Overcollateralization Amount for such
Distribution Date, assuming that 100% of the Principal Remittance Amount is
applied as a principal payment on the Offered Certificates on such Distribution
Date, over (ii) the Targeted Overcollateralization Amount for such Distribution
Date. With respect to any Distribution Date on which a Trigger Event is in
effect, the Overcollateralization Release Amount will be zero.
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"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": Any of the Class A-1 Pass-Through Rate, the Class A-2
Pass-Through Rate, the Class A-3 Pass-Through Rate, the Class M-1 Pass-Through
Rate, the Class M-2 Pass-Through Rate, the Class M-3 Pass-Through Rate, the
Class M-4 Pass-Through Rate, the Class M-5 Pass-Through Rate, the Class M-6
Pass-Through Rate, the Class M-7 Pass-Through Rate and the Class M-8
Pass-Through Rate; and in the case of any Regular Interest, the Pass-Through
Rate set forth in the definition thereof.
With respect to the Class CE Certificates and any Distribution Date, a per
annum rate equal to the percentage equivalent of a fraction, the numerator of
which is the sum of the amounts calculated pursuant to clauses (A) through (N)
below, and the denominator of which is the aggregate of the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC 1 Regular Interest
LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest
LT1M8 and REMIC 1 Regular Interest LT1ZZ. For purposes of calculating the
Pass-Through Rate for the Class CE Certificates, the numerator is equal to the
sum of the following components:
(A) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1AA minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1AA;
(B) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1A1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A1;
(C) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1A2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A2;
(D) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1A3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1A3;
(E) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M1 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M1;
(F) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M2 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M2;
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(G) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M3 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M3;
(H) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M4 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M4;
(I) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M5 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M5;
(J) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M6 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M6;
(K) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M7 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M7;
(L) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1M8 minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1M8;
(M) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1 Regular
Interest LT1ZZ minus the Marker Rate, applied to an amount equal to the
Uncertificated Principal Balance of REMIC 1 Regular Interest LT1ZZ; and
(N) 100% of the Interest on REMIC 1 Regular Interest LT1P.
"Paying Agent": Any paying agent appointed pursuant to Section 5.05.
"Percentage Interest": With respect to any Certificate (other than a Class
CE or Class R Certificate), a fraction, expressed as a percentage, the numerator
of which is the Initial Certificate Principal Balance, as the case may be,
represented by such Certificate and the denominator of which is the Original
Class Certificate Principal Balance of the related Class. With respect to a
Class CE Certificate, the portion of the Class evidenced thereby, expressed as a
percentage, as stated on the face of such Certificate; provided, however, that
the sum of all such percentages for each such Class totals 100%. With respect to
the Class R Certificate, 100%.
"Periodic Rate Cap": With respect to each Adjustable-Rate Mortgage Loan and
any Adjustment Date therefor, the fixed percentage set forth in the related
Mortgage Note, which is the maximum amount by which the Mortgage Interest Rate
for such Mortgage Loan may increase or decrease (without regard to the Maximum
Mortgage Interest Rate or the Minimum Mortgage Interest Rate) on such Adjustment
Date from the Mortgage Interest Rate in effect immediately prior to such
Adjustment Date.
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"Permitted Transferee": Any transferee of a Class R Certificate other than
a Disqualified Organization, a non-U.S. Person or a U.S. Person with respect to
whom income on the Class R Certificate 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 U.S. Person.
"Person": Any individual, corporation, partnership, joint venture,
association, joint stock company, trust, limited liability company,
unincorporated organization or government or any agency or political subdivision
thereof.
"Pool Balance": As of any date of determination, the aggregate Principal
Balance of the Mortgage Loans.
"Pool Cap": As of any Distribution Date, a per annum rate, adjusted by
multiplying such rate by a fraction equal to 30 over the actual number of days
in the related Interest Accrual Period, equal to the Weighted Average Net
Mortgage Interest Rate for the Mortgage Loans.
"Prepayment Charge": With respect to any Prepayment Period, any prepayment
premium, penalty or charge collected by the Servicer from a Mortgagor in
connection with any voluntary Principal Prepayment in full pursuant to the terms
of the related Mortgage Note as from time to time held as a part of the Trust
Fund, the Prepayment Charges so held being identified in the Mortgage Loan
Schedule (other than any Originator Prepayment Charge Payment Amount or Servicer
Prepayment Charge Payment Amount).
"Prepayment Interest Shortfall": With respect to any Distribution Date, for
each Mortgage Loan that was the subject of a Principal Prepayment in full during
the related Prepayment Period that was applied by the Servicer to reduce the
outstanding Principal Balance of such Mortgage Loan on a date preceding the
related Due Date, an amount equal to interest at the applicable Mortgage
Interest Rate (net of the Servicing Fee Rate) on the amount of such Principal
Prepayment for the number of days commencing on the date on which the Principal
Prepayment is applied and ending on the last day of the related Prepayment
Period.
"Prepayment Period": With respect to any Distribution Date, the calendar
month preceding the calendar month in which such Distribution Date occurs.
"Principal Balance": As to any Mortgage Loan and any day, other than a
Liquidated Mortgage Loan, the related Cut-off Date Principal Balance, minus the
sum of (i) all collections and other amounts credited against the principal
balance of any such Mortgage Loan, (ii) the principal portion of Advances, (iii)
any Deficient Valuation and (iv) any principal reduction resulting from a
Servicer Modification. For purposes of this definition, a Liquidated Mortgage
Loan shall be deemed to have a Principal Balance equal to the Principal Balance
of the related Mortgage Loan as of the final recovery of related Liquidation
Proceeds and a Principal Balance of zero thereafter. As to any REO Property and
any day, the Principal Balance of the related Mortgage Loan immediately prior to
such Mortgage Loan becoming REO Property minus any REO Principal Amortization
received with respect thereto on or prior to such day.
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"Principal Distribution Amount": As to any Distribution Date, the sum of
(i) the Principal Remittance Amount minus the Overcollateralization Release
Amount, if any, and (ii) the Extra Principal Distribution Amount, if any.
"Principal Prepayment": Any payment of principal made by the Mortgagor on a
Mortgage Loan which is received in advance of its scheduled Due Date and which
is not accompanied by an amount of interest representing the full amount of
scheduled interest due on any Due Date in any month or months subsequent to the
month of prepayment.
"Principal Remittance Amount": With respect to any Distribution Date, to
the extent of funds available therefor, the sum (less amounts available for
reimbursement of Advances and Servicing Advances pursuant to Section 3.05 and
expenses reimbursable pursuant to Section 6.03) of: (i) each payment of
principal on a Mortgage Loan due during the related Collection Period and
received by the Servicer on or prior to the related Determination Date, and any
Advances with respect thereto, (ii) all full and partial Principal Prepayments
received by the Servicer during the related Prepayment Period, (iii) Insurance
Proceeds, Net Liquidation Proceeds and Subsequent Recoveries allocable to
principal actually collected by the Servicer during the related Prepayment
Period, (iv) with respect to Defective Mortgage Loans repurchased with respect
to such Prepayment Period, the portion of the Purchase Price allocable to
principal, (v) any Substitution Adjustments received during the related
Prepayment Period and (vi) on the Distribution Date on which the Trust is to be
terminated in accordance with Section 10.01 hereof, that portion of the
Termination Price in respect of principal of the Mortgage Loans.
"Private Certificates": Any of the Class CE, Class P and Class R
Certificates.
"Prospectus Supplement": That certain Prospectus Supplement dated October
25, 2004 relating to the public offering of the Offered Certificates.
"Purchase Price": With respect to any Mortgage Loan or REO Property to be
purchased pursuant to or as contemplated by Section 2.03 or 10.01, an amount
equal to the sum of (i) 100% of the Principal Balance thereof as of the date of
purchase (or such other price as provided in Section 10.01), (ii) in the case of
(x) a Mortgage Loan, accrued interest on such Principal Balance at the
applicable Mortgage Interest Rate in effect from time to time from the Due Date
as to which interest was last covered by a payment by the Mortgagor or an
Advance by the Servicer, which payment or Advance had as of the date of purchase
been distributed pursuant to Section 4.01, through the end of the calendar month
in which the purchase is to be effected, and (y) an REO Property, accrued
interest at the applicable Mortgage Interest Rate on its fair market value,
determined in good faith by the Servicer, (iii) any unreimbursed Servicing
Advances and Advances and any unpaid Servicing Fees allocable to such Mortgage
Loan or REO Property, (iv) any amounts previously withdrawn from the Collection
Account in respect of such Mortgage Loan or REO Property pursuant to Section
3.13, (v) in the case of a Mortgage Loan required to be purchased pursuant to
Section 2.03, expenses reasonably incurred or to be incurred by the Servicer or
the Trustee in respect of the breach or defect giving rise to the purchase
obligation and (vi) any costs or damages incurred by the Trust in connection
with any violation by such Mortgage Loan of any predatory or abusive lending
law.
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"Rating Agency or Rating Agencies": Xxxxx'x and S&P, or their respective
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
organizations as set forth on the most current list of such organizations
released by the Securities and Exchange Commission and designated by the
Depositor, notice of which designation shall be given to the Trustee and the
Servicer.
"Realized Loss": With respect to a Liquidated Mortgage Loan, the amount by
which the remaining unpaid principal balance of the Mortgage Loan exceeds the
amount of Net Liquidation Proceeds applied to the principal balance of the
related Mortgage Loan. With respect to any Mortgage Loan, a Deficient Valuation
or a reduction in the Principal Balance thereof resulting from a Servicer
Modification.
"Realized Loss Amortization Amount": Any of the Class M-1 Realized Loss
Amortization Amount, the Class M-2 Realized Loss Amortization Amount, the Class
M-3 Realized Loss Amortization Amount, the Class M-4 Realized Loss Amortization
Amount, the Class M-5 Realized Loss Amortization Amount, the Class M-6 Realized
Loss Amortization Amount, the Class M-7 Realized Loss Amortization Amount and
the Class M-8 Realized Loss Amortization Amount.
"Record Date": With respect to all of the Certificates (other than the
Private Certificates), the Business Day immediately preceding such Distribution
Date; provided, however, that if any such Certificate becomes a Definitive
Certificate, the Record Date for such Certificate shall be the last Business Day
of the month immediately preceding the month in which the related Distribution
Date occurs. With respect to the Private Certificates, the last Business Day of
the month immediately preceding the month in which the related Distribution Date
occurs.
"Reference Banks": Those banks (i) with an established place of business in
London, England, (ii) not controlling, under the control of or under common
control with the Depositor or the Trustee, (iii) whose quotations appear on the
Telerate Page 3750 on the relevant LIBOR Determination Date and (iv) which have
been designated as such by the Trustee; provided, however, that if fewer than
two of such banks provide a One-Month LIBOR rate, then any leading banks
selected by the Trustee which are engaged in transactions in United States
dollar deposits in the international Eurocurrency market.
"Regular Certificate": Any of the Offered Certificates, the Class CE
Certificates and the Class P Certificates.
"Reimbursement Amount": With respect to any Mortgage Loan, any costs or
damages incurred by the Trust in connection with a breach of (A) the
Originator's representation set forth in Section 3.03(i), (tt), (uu), and (ggg)
of the Originator Mortgage Loan Purchase Agreement and (B) the Seller's
representations set forth in Section 3.01(i), (ii) and (iii) of the Mortgage
Loan Purchase Agreement.
"Related Documents": With respect to any Mortgage Loan, the related
Mortgage Notes, Mortgages and other related documents.
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"Relief Act": The Servicemembers Civil Relief Act, as it may be amended
from time to time.
"Relief Act Interest Shortfall": With respect to any Distribution Date, for
any Mortgage Loan with respect to which there has been a reduction in the amount
of interest collectible thereon for the most recently ended Collection Period as
a result of the application of the Relief Act or similar state or local laws,
the amount by which (i) interest collectible on such Mortgage Loan during such
Collection Period is less than (ii) one month's interest on the Principal
Balance of such Mortgage Loan at the Mortgage Interest Rate for such Mortgage
Loan before giving effect to the application of the Relief Act or similar state
or local laws.
"REMIC": A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
"REMIC 1 Interest Loss Allocation Amount": With respect to any Distribution
Date, an amount equal to (a) the product of (i) the sum of the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) the Uncertificated REMIC 1 Pass-Through Rate for REMIC 1
Regular Interest LT1AA minus the Marker Rate, divided by (b) 12.
"REMIC 1 Overcollateralization Target Amount": The Targeted
Overcollateralization Amount.
"REMIC 1 Overcollateralized Amount": With respect to any date of
determination, (i) the aggregate Uncertificated Principal Balances of the REMIC
1 Regular Interests minus (ii) the aggregate of the Uncertificated Principal
Balances of REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest LT1A2,
REMIC 1 Regular Interest LT1A3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular
Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4,
REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular
Interest LT1M7 and REMIC 1 Regular Interest LT1M8, in each case as of such date
of determination.
"REMIC 1 Principal Loss Allocation Amount": With respect to any
Distribution Date, an amount equal to (a) the product of (i) the aggregate
Principal Balance of the Mortgage Loans and related REO Properties then
outstanding and (ii) 1 minus a fraction, the numerator of which is two times the
aggregate of the Uncertificated Principal Balances of REMIC 1 Regular Interest
LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1
Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest
LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7 and REMIC 1 Regular
Interest LT1M8 and the denominator of which is the aggregate of the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1A1, REMIC 1
Regular Interest LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1 Regular Interest
LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1
Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest
LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1 Regular Interest LT1M8 and REMIC
1 Regular Interest LT1ZZ.
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"REMIC 1 Regular Interest LT1AA": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1AA shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1A1": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1A1 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1A2": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1A2 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance asset forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1A3": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1A3 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance asset forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M1": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M1 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M2": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M2 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
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"REMIC 1 Regular Interest LT1M3": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M3 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M4": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M4 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M5": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M5 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M6": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M6 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M7": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M7 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1M8": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1M8 shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
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"REMIC 1 Regular Interest LT1P": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1P shall accrue interest
at the related Uncertificated REMIC 1 Pass-Through Rate in effect from time to
time, and shall be entitled to distributions of principal, subject to the terms
and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interest LT1ZZ": One of the separate non-certificated
beneficial ownership interests in REMIC 1 issued hereunder and designated as a
Regular Interest in REMIC 1. REMIC 1 Regular Interest LT1ZZ shall accrue
interest at the related Uncertificated REMIC 1 Pass-Through Rate in effect from
time to time, and shall be entitled to distributions of principal, subject to
the terms and conditions hereof, in an aggregate amount equal to its initial
Uncertificated Principal Balance as set forth in the Preliminary Statement
hereto.
"REMIC 1 Regular Interests": REMIC 1 Regular Interest LT1AA, REMIC 1
Regular Interest LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular Interest
LT1A3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2, REMIC 1
Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1 Regular Interest
LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7, REMIC 1
Regular Interest LT1M8 and REMIC 1 Regular Interest LT1ZZ.
"REMIC Provisions": Provisions of the federal income tax law relating to
real estate mortgage investment conduits which appear at Section 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations and rulings promulgated thereunder, as the foregoing may be in
effect from time to time.
"REMIC Regular Interest": Any REMIC 1 Regular Interest or any of the
Certificates (other than the Class R Certificates).
"Remittance Report": A report prepared by the Servicer and delivered to the
Trustee and the NIMS Insurer pursuant to Section 4.07, containing the
information attached hereto as Exhibit M.
"Rents from Real Property": With respect to any REO Property, gross income
of the character described in Section 856(d) of the Code.
"REO Disposition": The sale or other disposition of an REO Property on
behalf of the Trust.
"REO Imputed Interest": As to any REO Property, for any Collection Period,
an amount equivalent to interest (at the Net Mortgage Interest Rate that would
have been applicable to the related Mortgage Loan had it been outstanding) for
such Collection Period on the unpaid Principal Balance of the Mortgage Loan as
of the date of acquisition.
"REO Principal Amortization": With respect to any REO Property, for any
calendar month, the aggregate of all amounts received in respect of such REO
Property during such calendar month, whether in the form of rental income, sale
proceeds (including, without
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limitation, that portion of the Termination Price paid in connection with a
purchase of all of the Mortgage Loans and REO Properties pursuant to Section
10.01 that is allocable to such REO Property) or otherwise, net of any portion
of such amounts (i) payable pursuant to Section 3.13 in respect of the proper
operation, management and maintenance of such REO Property or (ii) payable or
reimbursable to the Servicer pursuant to Section 3.13 for unpaid Servicing Fees
in respect of the related Mortgage Loan and unreimbursed Servicing Advances and
Advances in respect of such REO Property or the related Mortgage Loan.
"REO Property": A Mortgaged Property acquired by the Servicer on behalf of
the Trust through foreclosure or deed-in-lieu of foreclosure, as described in
Section 3.13.
"Request for Release": A release signed by a Servicing Officer, in the form
of Exhibit E attached hereto.
"Reserve Account": Any of the (i) Class A Reserve Account, (ii) the Class
M-1/M-5 Reserve Account or (iii) the Class M-6/M-8 Reserve Account.
"Residential Dwelling": Any one of the following: (i) a detached one-family
dwelling, (ii) a detached two- to four-family dwelling, (iii) a one-family
dwelling unit in a condominium project, (iv) a manufactured home, or (v)
one-family dwelling in a planned unit development or a townhouse, none of which
is a co-operative or mobile home.
"Residual Interest": The sole Class of "residual interests" in each REMIC
within the meaning of Section 860G(a)(2) of the Code.
"Responsible Officer": When used with respect to the Trustee, any officer
assigned to the Corporate Trust Division (or any successor thereto), including
any Vice President, Assistant Vice President, Trust Officer, any Assistant
Secretary, any trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and in each case having direct responsibility for the administration of
this Agreement.
"S&P": Standard & Poor's, a division of The XxXxxx-Xxxx Companies, Inc.,
and its successors, and if such company shall for any reason no longer perform
the functions of a securities rating agency, "S&P" shall be deemed to refer to
any other "nationally recognized statistical rating organization" as set forth
on the most current list of such organizations released by the Securities and
Exchange Commission.
"Seller": Bank of America, National Association, or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.
"Senior Certificates": The Class A-1, Class A-2 and Class A-3 Certificates.
"Senior Enhancement Percentage": For any Distribution Date, the percentage
obtained by dividing (x) the sum of (i) the aggregate Certificate Principal
Balance of the Class M Certificates and (ii) the Overcollateralization Amount,
in each case before taking into account the distributions of principal on the
Mortgage Loans and the Principal Distribution Amount on such Distribution Date
by (y) the Pool Balance as of the last day of the related Collection Period.
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"Senior Principal Distribution Amount": For any Distribution Date on or
after the Stepdown Date and as long as a Trigger Event is not in effect, the
excess of (x) the aggregate Certificate Principal Balance of the Class A
Certificates immediately prior to such Distribution Date over (y) the lesser of
(A) the product of (i) approximately 59.70% and (ii) the Pool Balance as of the
last day of the related Collection Period and (B) the Pool Balance as of the
last day of the related Collection Period, minus the product of (x) 0.50% and
(y) the Pool Balance on the Cut-off Date.
"Senior Specified Enhancement Percentage": On any date of determination
thereof, 40.30%.
"Servicer": Centex Home Equity Company, LLC, a Delaware limited liability
company, or any successor servicer appointed as herein provided, in its capacity
as Servicer hereunder.
"Servicer Event of Termination": One or more of the events described in
Section 7.01.
"Servicer Modification": A modification to the terms of a Mortgage Loan, in
accordance with the terms of Section 3.01, as to which the Mortgagor is in
default or as to which, in the judgment of the Servicer, default is reasonably
foreseeable.
"Servicer Prepayment Charge Payment Amount": The amount payable by the
Servicer in respect of any waived Prepayment Charges pursuant to Section 3.01,
which amount shall be equal to the difference between the amount of Prepayment
Charge due by a Mortgagor before any waiver and the actual amount of the
Prepayment Charge that was paid by the Mortgagor, which amount shall not be part
of any REMIC formed hereunder.
"Servicer Remittance Date": With respect to any Distribution Date, one
Business Day prior to such Distribution Date.
"Servicing Advances": All customary, reasonable and necessary "out of
pocket" costs and expenses incurred by the Servicer (including reasonable
attorneys' fees and disbursements) in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration, inspection and protection of the Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of the REO Property and (iv) compliance with the
obligations under Section 3.08.
"Servicing Fee": With respect to each Mortgage Loan (including each REO
Property) and for any calendar month, an amount equal to one month's interest
(or in the event of any payment of interest which accompanies a Principal
Prepayment in full made by the Mortgagor during such calendar month, interest
for the number of days covered by such payment of interest) at the Servicing Fee
Rate on the same principal amount on which interest on such Mortgage Loan
accrues for such calendar month. The Servicing Fee shall be payable monthly and
shall be prorated on a per diem basis for any portion of a month during which
such Mortgage Loan is serviced hereunder.
"Servicing Fee Rate": With respect to each Mortgage Loan, 0.50% per annum.
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"Servicing Officer": Any representative or officer of the Servicer involved
in, or responsible for, the administration and servicing of Mortgage Loans,
whose name and specimen signature appear on a list of servicing officers
furnished by the Servicer to the Trustee and the Depositor on the Closing Date,
as such list may from time to time be amended.
"Servicing Standard": The standards set forth in Section 3.01.
"Similar Law": As defined in Section 5.02(d) hereof.
"Startup Day": As defined in Section 9.01(b) hereof.
"Stayed Funds": Any payment required to be made under the terms of the
Certificates and this Agreement but which is not remitted by the Servicer
because the Servicer is the subject of a proceeding under the Bankruptcy Code
and the making of such remittance is prohibited by Section 362 of the Bankruptcy
Code.
"Stepdown Date": The earlier to occur of (i) the Distribution Date on which
the aggregate Certificate Principal Balance of the Class A Certificates is
reduced to zero and (ii) the later to occur of (x) the Distribution Date in
November 2007 and (y) the first Distribution Date on which the Senior
Enhancement Percentage is greater than or equal to the Senior Specified
Enhancement Percentage.
"Subordinated Certificates": The Class M-1, Class M-2, Class M-3, Class
M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class CE, Class P and Class R
Certificates.
"Subsequent Recovery": Any amount (net of reimbursable expenses) received
on a Mortgage Loan subsequent to such Mortgage Loan being determined to be a
Liquidated Mortgage Loan that resulted in a Realized Loss in a prior month.
"Substitution Adjustment": As defined in Section 2.03(c) hereof.
"Targeted Overcollateralization Amount": As of any Distribution Date, (x)
prior to the Stepdown Date, 2.20% of the Cut-off Date Aggregate Principal
Balance and (y) on and after the Stepdown Date, (i) if a Trigger Event has not
occurred, the greater of (A) 4.40% of the Pool Balance as of the last day of the
related Collection Period and (B) 0.50% of the Cut-off Date Aggregate Principal
Balance and (ii) if a Trigger Event has occurred, the Targeted
Overcollateralization Amount for the immediately preceding Distribution Date.
"Tax Matters Person": The tax matters person appointed pursuant to Section
9.01(e) hereof.
"Tax Returns": The federal income tax returns on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be
filed on behalf of the Trust for each of the two REMICs created pursuant to this
Agreement under the REMIC Provisions, together with any and all other
information reports or returns that may be required to be
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furnished to the Certificateholders or filed with the Internal Revenue Service
or any other governmental taxing authority under any applicable provisions of
federal, state or local tax laws.
"Telerate Page 3750": The display page currently so designated on the
Moneyline Telerate Service (or such other page as may replace the Telerate Page
3750 page on that service for the purpose of displaying London interbank offered
rates of major banks).
"Termination Price": As defined in Section 10.01(a) hereof.
"Trigger Event": With respect to any Distribution Date, if (i) the
three-month rolling average of 60+ Day Delinquent Loans equals or exceeds 41.00%
of the Senior Enhancement Percentage or (ii) the aggregate amount of Realized
Losses incurred since the Cut-off Date through the last day of the related
Collection Period (reduced by the aggregate amount of Subsequent Recoveries
received since the Cut-off Date through the last day of the related Collection
Period) divided by the Cut-off Date Aggregate Principal Balance exceeds the
applicable percentages set forth below with respect to such Distribution Date:
DISTRIBUTION DATE OCCURRING IN PERCENTAGE
------------------------------ ----------
November 2007 through October 2008 3.50%
November 2008 through October 2009 5.75%
November 2009 through October 2010 7.50%
November 2010 and thereafter 8.50%
"Trust": CHEC Loan Trust 2004-2, the trust created hereunder.
"Trust Fund": The segregated pool of assets subject hereto, constituting
the primary trust created hereby and to be administered hereunder, with respect
to a portion of which two REMIC elections are to be made, such entire Trust Fund
consisting of: (i) such Mortgage Loans as from time to time are subject to this
Agreement, together with the Mortgage Files relating thereto, and together with
all collections thereon and proceeds thereof (other than scheduled payments due
on the Mortgage Loans prior to the Cut-off Date), (ii) any REO Property,
together with all collections thereon and proceeds thereof, (iii) the Trustee's
rights with respect to the Mortgage Loans under all insurance policies required
to be maintained pursuant to this Agreement and any proceeds thereof, (iv) the
Depositor's rights under the Originator Mortgage Loan Purchase Agreement, the
Assignment, Assumption and Recognition Agreement and the Mortgage Loan Purchase
Agreement (including any security interest created thereby), (v) the Trustee's
rights under each Yield Maintenance Agreement and (vi) the Collection Account,
the Distribution Account and the Reserve Accounts and such assets that are
deposited therein from time to time and any investments thereof, together with
any and all income, proceeds and payments with respect thereto.
"Trustee": JPMorgan Chase Bank, a New York banking corporation, or any
successor Trustee appointed as herein provided.
"Trustee Fee": With respect to any Distribution Date, the product of (x)
one-twelfth of the Trustee Fee Rate and (y) the aggregate of the Principal
Balances of all Mortgage Loans as of the opening of business on the first day of
the related Collection Period.
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"Trustee Fee Rate": With respect to any Distribution Date, 0.0055% per
annum.
"Uncertificated Accrued Interest": With respect to each REMIC 1 Regular
Interest on each Distribution Date, an amount equal to one month's interest at
the related Uncertificated REMIC 1 Pass-Through Rate on the Uncertificated
Principal Balance of such REMIC Regular Interest. In each case, Uncertificated
Accrued Interest will be reduced by any Prepayment Interest Shortfalls and
Relief Act Interest Shortfalls (allocated to such REMIC Regular Interests based
on their respective entitlements to interest irrespective of any Prepayment
Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution
Date).
"Uncertificated Principal Balance": The amount of any REMIC 1 Regular
Interest outstanding as of any date of determination. As of the Closing Date,
the Uncertificated Balance of each REMIC 1 Regular Interest shall equal the
amount set forth in the Preliminary Statement hereto as its initial
uncertificated balance. On each Distribution Date, the Uncertificated Principal
Balance of each REMIC 1 Regular Interest shall be reduced by all distributions
of principal made on such REMIC 1 Regular Interest on such Distribution Date
pursuant to Section 4.08 and, if and to the extent necessary and appropriate,
shall be further reduced on such Distribution Date by Realized Losses as
provided in Section 4.08(b). The Uncertificated Balance of REMIC 1 Regular
Interest LT1ZZ shall be increased by interest deferrals as provided in Section
4.08(a)(i). The Uncertificated Balance of each REMIC 1 Regular Interest shall
never be less than zero.
"Uncertificated REMIC 1 Pass-Through Rate": For any Distribution Date and
each REMIC 1 Regular Interest, the weighted average of the Adjusted Net Mortgage
Rates of the Mortgage Loans, weighted on the basis of the outstanding Stated
Principal Balance of the Mortgage Loans as of the first day of the month
preceding the month of such Distribution Date.
"United States Person" or "U.S. Person": (i) A citizen or resident of the
United States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership for United States federal income tax purposes
organized in or under the laws of the United States or any state thereof or the
District of Columbia (unless, in the case of a partnership, Treasury Regulations
provide otherwise), (iii) an estate the income of which is includible in gross
income for United States tax purposes, regardless of its source, or (iv) a trust
if a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more United States persons have
authority to control all substantial decisions of the trust. Notwithstanding the
preceding sentence, to the extent provided in Treasury Regulations, certain
Trusts in existence on August 20, 1996, and treated as United States persons
prior to such date, that elect to continue to be treated as United States
persons will also be a U.S. Person; provided, that for purposes of the
definition of a "Permitted Transferee," a U.S. Person shall not include any
person whose 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 U.S. Person.
"Unpaid Realized Loss Amount": For any of the Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates and
as to any Distribution Date, the excess of (x) the aggregate Applied Realized
Loss Amounts allocated to such Class for all prior Distribution Dates over (y)
the sum of (a) the cumulative amount of any
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Subsequent Recoveries allocated to such Class and (b) the aggregate Realized
Loss Amortization Amounts with respect to such Class for all prior Distribution
Dates.
"Value": With respect to any Mortgaged Property, the lesser of: (i) the
lesser of (a) an amount determined by an appraisal done at origination of the
Mortgage Loan and (ii) the purchase price paid for the related Mortgaged
Property by the Mortgagor with the proceeds of the Mortgage Loan; provided,
however, that in the case of a refinanced Mortgage Loan, the value of the
Mortgaged Property is based solely upon clause (i) above.
"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. The Voting Rights allocated
among Holders of the Offered Certificates shall be 98%, and shall be allocated
among each such Class according to the fraction, expressed as a percentage, the
numerator of which is the aggregate Certificate Principal Balance of all the
Certificates of such Class then outstanding and the denominator of which is the
aggregate Certificate Principal Balance of all the Offered Certificates then
outstanding. The Voting Rights allocated to each such Class of Certificates
shall be allocated among all holders of each such Class in proportion to the
outstanding Certificate Principal Balance of such Certificates; provided,
however, that any Certificate registered in the name of the Servicer, the
Depositor or the Trustee or any of their respective affiliates shall not be
included in the calculation of Voting Rights; provided that only such
Certificates as are known by a Responsible Officer of the Trustee to be so
registered will be so excluded. One percent (1%) of all the Voting Rights will
be allocated to the Holders of each of the Class CE and Class P Certificates.
The Class R Certificates shall have no Voting Rights.
"Weighted Average Net Mortgage Rate": The weighted average (based on
Principal Balance as of the first day of the related Collection Period or, in
the case of the first Distribution Date, the Cut-off Date) of the Net Mortgage
Interest Rates of the Mortgage Loans, expressed for each such Mortgage Loan as
an annual rate and calculated based on the actual number of days in the related
Interest Accrual Period and a 360-day year.
"Written Order to Authenticate": A written order by which the Depositor
directs the Trustee to execute, authenticate and deliver the Certificates.
"Yield Maintenance Agreement": Any of the Class A Yield Maintenance
Agreement or the Class M Yield Maintenance Agreements.
"Yield Maintenance Agreement Payment": Any of the Class A Yield Maintenance
Agreement Payment, the Class M-1/M-5 Yield Maintenance Agreement Payment or the
Class M-6/M-8 Yield Maintenance Agreement Payment.
"Yield Maintenance Agreement Provider": WestLB AG, New York Branch, and any
successors thereto.
Section 1.02 Accounting.
Unless otherwise specified herein, for the purpose of any definition or
calculation, whenever amounts are required to be netted, subtracted or added or
any distributions are taken
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into account such definition or calculation and any related definitions or
calculations shall be determined without duplication of such functions.
Section 1.03 Rights of the NIMS Insurer.
Each of the rights of the NIMS Insurer set forth in this Agreement shall
exist so long as (i) the NIMS Insurer has undertaken to guarantee certain
payments of notes issued pursuant to the Indenture and (ii) any series of notes
issued pursuant to the Indenture remains outstanding or the NIMS Insurer is owed
amounts in respect of its guarantee of payment on such notes; provided, however,
the NIMS Insurer shall not have any rights hereunder (except pursuant to Section
11.01 in the case of clause (ii) below) during the period of time, if any, that
(i) the NIMS Insurer has not undertaken to guarantee certain payments of notes
issued pursuant to the Indenture or (ii) any default has occurred and is
continuing under the insurance policy issued by the NIMS Insurer with respect to
such notes.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Depositor, concurrently with the execution and delivery hereof, does
hereby transfer, assign, set over and otherwise convey to the Trustee, on behalf
of the Trust, without recourse for the benefit of the Certificateholders all the
right, title and interest of the Depositor, including any security interest
therein for the benefit of the Depositor, in and to (i) each Mortgage Loan
identified on the Mortgage Loan Schedule, including the related Cut-off Date
Principal Balance, all interest accruing thereon after the Cut-off Date and all
collections in respect of interest and principal due after the Cut-off Date;
(ii) property which secured each such Mortgage Loan and which has been acquired
by foreclosure or deed in lieu of foreclosure; (iii) its interest in any
insurance policies in respect of the Mortgage Loans; (iv) all other assets
included or to be included in the Trust Fund; (v) all proceeds of any of the
foregoing; and (vi) the rights of the Depositor under the Originator Mortgage
Loan Purchase Agreement, the Assignment, Assumption and Recognition Agreement
and the Mortgage Loan Purchase Agreement. Such assignment includes all interest
and principal due to the Depositor or the Servicer after the Cut-off Date with
respect to the Mortgage Loans.
In connection with such transfer and assignment, the Depositor does hereby
deliver to, and deposit with the Trustee (or the Custodian on behalf of the
Trustee) the following documents or instruments with respect to each Mortgage
Loan (a "Mortgage File") so transferred and assigned:
(a) the original Mortgage Note, including any riders thereto, endorsed
either (A) in blank or (B) in the following form: "Pay to the order of JPMorgan
Chase Bank, as Trustee under the Pooling and Servicing Agreement, dated as of
October 1, 2004, among Asset Backed Funding Corporation, Centex Home Equity
Company, LLC and JPMorgan Chase Bank, CHEC Loan Trust 2004-2, Asset-Backed
Certificates, Series 2004-2, without recourse," or with
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respect to any lost Mortgage Note, an original Lost Note Affidavit, together
with a copy of the related Mortgage Note;
(b) the original Mortgage with evidence of recording thereon including any
riders thereto, and the original recorded power of attorney, if the Mortgage was
executed pursuant to a power of attorney, with evidence of recording thereon or,
if such Mortgage or power of attorney has been submitted for recording but has
not been returned from the applicable public recording office, has been lost or
is not otherwise available, a copy of such Mortgage or power of attorney, as the
case may be, certified to be a true and complete copy of the original submitted
for recording;
(c) an original Assignment, in form and substance acceptable for recording.
The Mortgage shall be assigned either (A) in blank or (B) to JPMorgan Chase
Bank, as Trustee under the Pooling and Servicing Agreement, dated as of October
1, 2004, among Asset Backed Funding Corporation, Centex Home Equity Company, LLC
and JPMorgan Chase Bank, CHEC Loan Trust 2004-2, Asset-Backed Certificates
Series 2004-2, without recourse";
(d) the originals of all intervening Assignments (if any) evidencing a
complete chain of assignment from the applicable originator to the last endorsee
with evidence of recording thereon, or if any such intervening assignment has
not been returned from the applicable recording office or has been lost or if
such public recording office retains the original recorded Assignments, the
Servicer shall deliver or cause to be delivered to the Trustee, a photocopy of
such intervening assignment, together with (A) in the case of a delay caused by
the public recording office, an Officers' Certificate of the Servicer (or
certified by the title company, escrow agent, or closing attorney) stating that
such intervening Assignment has been dispatched to the appropriate public
recording office for recordation and that such original recorded intervening
Assignment or a copy of such intervening Assignment certified by the appropriate
public recording office to be a true and complete copy of the original recorded
intervening assignment of mortgage will be promptly delivered to the Trustee
upon receipt thereof by the Servicer; or (B) in the case of an intervening
assignment where a public recording office retains the original recorded
intervening assignment or in the case where an intervening assignment is lost
after recordation in a public recording office, a copy of such intervening
assignment certified by such public recording office to be a true and complete
copy of the original recorded intervening assignment;
(e) the (i) original or a certified copy of lender's title insurance policy
or, if the original lender's title insurance policy has not been issued, the
preliminary report or irrevocable binder or commitment to issue the same, with
the original to be delivered to the Trustee or the Custodian promptly upon
receipt or, (ii) if a title insurance policy is not available in the applicable
state, an attorney's opinion of title or (iii) for certain Mortgage Loans with
original principal balances of equal or less than $40,000, a title report and
indemnity; and
(f) the original or copies of each assumption, modification, written
assurance or substitution agreement, if any.
The Trustee agrees to execute and deliver, or to cause the Custodian to
execute and deliver, to the Depositor on or prior to the Closing Date an
acknowledgment of receipt of the
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original Mortgage Notes (with any exceptions noted), substantially in the form
attached as Exhibit F-3 hereto.
If any of the documents referred to in Section 2.01(b), (c) or (d) above
has as of the Closing Date been submitted for recording but either (x) has not
been returned from the applicable public recording office or (y) has been lost
or such public recording office has retained the original of such document, the
obligations of the Depositor to deliver such documents shall be deemed to be
satisfied upon (1) delivery to the Trustee (or the Custodian on behalf of the
Trustee) no later than the Closing Date, of a copy of each such document
certified by the Seller or the Originator in the case of (x) above or the
applicable public recording office in the case of (y) above to be a true and
complete copy of the original that was submitted for recording and (2) if such
copy is certified by the Seller or the Originator, delivery to the Trustee (or
the Custodian on behalf of the Trustee), promptly upon receipt thereof of either
the original or a copy of such document certified by the applicable public
recording office to be a true and complete copy of the original. The Depositor
shall deliver or cause to be delivered to the Trustee (or the Custodian on
behalf of the Trustee) promptly upon receipt thereof any other documents
constituting a part of a Mortgage File received with respect to any Mortgage
Loan, including, but not limited to, any original documents evidencing an
assumption or modification of any Mortgage Loan.
Upon discovery or receipt of notice of any materially defective document
in, or that a document is missing from, a Mortgage File, the Seller shall have
120 days to cure such defect or 150 days following the Closing Date, in the case
of missing Mortgages or Assignments or deliver such missing document to the
Trustee (or the Custodian on behalf of the Trustee). If the Seller does not cure
such defect or deliver such missing document within such time period, the Seller
shall either repurchase or substitute for such Mortgage Loan (or cause such
Mortgage Loan to be purchased or substituted) in accordance with Section 2.03.
The Depositor herewith delivers to the Trustee (or the Custodian on behalf
of the Trustee) executed copies of the Originator Mortgage Loan Purchase
Agreement, the Assignment, Assumption and Recognition Agreement and the Mortgage
Loan Purchase Agreement.
It is agreed and understood by the parties hereto that it is not intended
that any mortgage loan be included in the Trust that is a "High-Cost Home Loan"
as defined in either (i) the New Jersey Home Ownership Act effective November
27, 2003 or (ii) the New Mexico Home Loan Protection Act effective January 1,
2004.
Section 2.02 Acceptance by Trustee.
The Trustee acknowledges the receipt (or receipt by the Custodian on its
behalf) of, subject to the provisions of Section 2.01 and subject to the review
described below and any exceptions noted on the exception report described in
the next paragraph below, the documents referred to in Section 2.01 above and
all other assets included in the definition of "Trust Fund" and declares that it
(or the Custodian on its behalf) holds and will hold such documents and the
other documents delivered to it constituting a Mortgage File, and that it (or
the Custodian on its behalf) holds or will hold all such assets and such other
assets included in the definition of "Trust Fund" in trust for the exclusive use
and benefit of all present and future Certificateholders.
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The Trustee reviewed (or caused the Custodian to review), for the benefit
of the Certificateholders, each Mortgage File prior to the Closing Date (or,
with respect to any document delivered after the Startup Day, within 60 days of
receipt and with respect to any Qualified Substitute Mortgage, within 60 days
after the assignment thereof) and will certify, or cause the Custodian to
certify, in substantially the form attached hereto as Exhibit F-1 that, as to
each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
Loan paid in full or any Mortgage Loan specifically identified in the exception
report annexed thereto as not being covered by such certification), (i) all
documents required to be delivered to it or the Custodian pursuant to Section
2.01 of this Agreement are in its or the Custodian's possession, (ii) such
documents have been reviewed by it or the Custodian and have not been mutilated,
damaged or torn and relate to such Mortgage Loan and (iii) based on its or the
Custodian's examination and only as to the foregoing, the information set forth
in the Mortgage Loan Schedule that corresponds to items (1), (2), (7), (8),
(10), (13) and (23) of the Mortgage Loan Schedule accurately reflects
information set forth in the Mortgage File. It is herein acknowledged that, in
conducting such review, the Trustee (or the Custodian on behalf of the Trustee)
is under no duty or obligation to inspect, review or examine any such documents,
instruments, certificates or other papers to determine that they are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face.
Prior to the first anniversary date of this Agreement, the Trustee shall
deliver or shall cause the Custodian to deliver to the Depositor, the Servicer
and the NIMS Insurer a final certification in the form annexed hereto as Exhibit
F-2 evidencing the completeness of the Mortgage Files, with any applicable
exceptions noted thereon.
If in the process of reviewing the Mortgage Files and making or preparing,
as the case may be, the certifications referred to above, the Trustee (or the
Custodian on behalf of the Trustee) finds any document or documents constituting
a part of a Mortgage File to be missing or defective in any material respect, at
the conclusion of its review the Trustee shall so notify or shall cause the
Custodian to notify the Seller, the Depositor, the NIMS Insurer and the
Servicer. In addition, upon the discovery by the Originator, the Seller, the
Depositor, the NIMS Insurer, the Trustee or the Servicer (or upon receipt by the
Trustee or the Custodian of written notification of such breach) of a breach of
any of the representations and warranties made by the Originator in the
Originator Mortgage Loan Purchase Agreement or the Seller in the Mortgage Loan
Purchase Agreement in respect of any Mortgage Loan which materially adversely
affects such Mortgage Loan or the interests of the related Certificateholders in
such Mortgage Loan, the party discovering such breach shall give prompt written
notice to the other parties.
The Depositor and the Trustee intend that the assignment and transfer
herein contemplated constitute a sale of the Mortgage Loans and the Related
Documents, conveying good title thereto free and clear of any liens and
encumbrances, from the Depositor to the Trustee and that such property not be
part of the Depositor's estate or property of the Depositor in the event of any
insolvency by the Depositor. In the event that such conveyance is deemed to be,
or to be made as security for, a loan, the parties intend that the Depositor
shall be deemed to have granted and does hereby grant to the Trustee, on behalf
of the Trust, a first priority perfected security interest in all of the
Depositor's right, title and interest in and to the Mortgage Loans and
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the Related Documents, and that this Agreement shall constitute a security
agreement under applicable law.
Section 2.03 Repurchase or Substitution of Mortgage Loans by the Originator
or the Seller.
(a) Upon discovery or receipt of written notice of any materially defective
document in, or that a document is missing from, a Mortgage File or that any
document in a Mortgage File is materially inconsistent with the Mortgage Loan
Schedule or of the breach by the Originator or the Seller of any representation
or warranty under the Originator Mortgage Loan Purchase Agreement or the
Mortgage Loan Purchase Agreement, as applicable, in respect of any Mortgage Loan
which materially adversely affects the value of such Mortgage Loan, Prepayment
Charge or the interest therein of the Certificateholders, the Trustee shall
promptly notify the Originator or the Seller, as the case may be, the Servicer
and the NIMS Insurer of such defect, missing document or breach and request
that, in the case of a defective or missing document, the Seller cure such
defect or deliver such missing document within 120 days from the date the Seller
was notified of such missing document or defect or, in the case of a beach of a
representation or warranty, request the Originator or the Seller, as applicable,
cure such breach within 90 days from the date the Originator or the Seller, as
the case may be, was notified of such breach. If the Seller does not deliver
such missing document or cure such defect or if the Originator or the Seller, as
applicable, does not cure such breach in all material respects during such
period, the Trustee shall enforce the Originator's or the Seller's obligation,
as the case may be, under the Originator Mortgage Loan Purchase Agreement or the
Mortgage Loan Purchase Agreement, as applicable, and cause the Originator or the
Seller, as applicable, to repurchase such Mortgage Loan from the Trust Fund at
the Purchase Price on or prior to the Determination Date following the
expiration of such period (subject to Section 2.03(d)). The Purchase Price for
the repurchased Mortgage Loan shall be deposited in the Collection Account, and
the Trustee, upon receipt of written notice from the Servicer of such deposit,
shall release (or shall cause the Custodian to release) to the Originator or the
Seller, as applicable, the related Mortgage File and shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, as
the Originator or the Seller, as applicable, shall furnish to it and as shall be
necessary to vest in the Originator or the Seller, as the case may be, any
Mortgage Loan released pursuant hereto and the Trustee and the Custodian shall
have no further responsibility with regard to such Mortgage File. In lieu of
repurchasing any such Mortgage Loan as provided above, the Originator or the
Seller, as the case may be, may cause such Mortgage Loan to be removed from the
Trust Fund (in which case it shall become a Defective Mortgage Loan) and
substitute one or more Eligible Substitute Mortgage Loans in the manner and
subject to the limitations set forth in Section 2.03(c); provided, however, the
Originator or the Seller, as applicable, may not substitute an Eligible
Substitute Mortgage Loan for any Defective Mortgage Loan that violates any
predatory or abusive lending law.
With respect to the representations and warranties set forth in the
Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase
Agreement that are made to the best of the Originator's or the Seller's
knowledge, as applicable, or as to which the Originator or the Seller, as the
case may be, has no knowledge, if it is discovered by the Depositor, the
Servicer, the NIMS Insurer or the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects
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the value of the related Mortgage Loan, Prepayment Charge or the interest
therein of the Certificateholders then, notwithstanding the Originator's or the
Seller's lack of knowledge with respect to the substance of such representation
and warranty being inaccurate at the time the representation or warranty was
made, such inaccuracy shall be deemed a breach of the applicable representation
or warranty.
It is understood and agreed that the representations and warranties set
forth in the Originator Mortgage Loan Purchase Agreement and the Mortgage Loan
Purchase Agreement shall survive delivery of the Mortgage Files to the Trustee
(or the Custodian on behalf of the Trustee) and the Closing Date and shall inure
to the benefit of the Certificateholders notwithstanding any restrictive or
qualified endorsement or assignment. It is understood and agreed that the
obligations of the Originator and the Seller set forth in this Section 2.03(a)
to cure, substitute for or repurchase a Mortgage Loan pursuant to the Originator
Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as
applicable, and to pay the Reimbursement Amount constitute the sole remedies
available to the Certificateholders and to the Trustee on their behalf
respecting a breach of the representations and warranties contained in the
Originator Mortgage Loan Purchase Agreement and the Mortgage Loan Purchase
Agreement, as applicable.
The representations and warranties of the Originator with respect to the
Mortgage Loans in the Originator Mortgage Loan Purchase Agreement, which have
been assigned to the Trustee hereunder, were made as of the dates specified in
the Originator Mortgage Loan Purchase Agreement. To the extent that any fact,
condition or event with respect to a Mortgage Loan constitutes a breach of both
(i) a representation or warranty of the Originator under the Originator Mortgage
Loan Purchase Agreement and (ii) a representation or warranty of the Seller
under the Mortgage Loan Purchase Agreement (other than Seller's representations
with respect to predatory and abusive lending laws in Sections 3.01(i), (ii) and
(iii) of the Mortgage Loan Purchase Agreement), the only right or remedy of the
Trustee or of any Certificateholder shall be the Trustee's right to enforce the
obligations of the Originator under any applicable representation or warranty
made by it. The Trustee acknowledges that the Seller shall have no obligation or
liability with respect to any breach of a representation or warranty made by it
with respect to the Mortgage Loans (except as otherwise set forth in this
paragraph) if the fact, condition or event constituting such breach also
constitutes a breach of a representation or warranty made by the Originator in
the Originator Mortgage Loan Purchase Agreement, without regard to whether the
Originator fulfills its contractual obligations in respect of such
representation or warranty. In addition, to the extent that any fact, condition
or event with respect to a Mortgage Loan constitutes a breach of both (x) the
Originator's representation with respect to predatory and abusive lending laws
in Sections 3.03(i), (tt), (uu) and (ggg) of the Originator Mortgage Loan
Purchase Agreement and (y) the Seller's representation with respect to predatory
and abusive lending laws in Sections 3.01(i), (ii) and (iii) of the Mortgage
Loan Purchase Agreement, the Originator shall be obligated to pay the
Reimbursement Amount relating to such Mortgage Loan, and, to the extent the
Originator fails to do so, the Trustee shall be entitled to enforce the Seller's
obligation to pay such Reimbursement Amount. In any event, the Reimbursement
Amount shall be delivered to the Servicer for deposit into the Collection
Account within ten (10) days from the date the Seller was notified by the
Trustee of the Reimbursement Amount.
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(b) Within 90 days of the earlier of discovery by the Servicer or receipt
of notice by the Servicer of the breach of any representation, warranty or
covenant of the Servicer set forth in Section 2.05 which materially and
adversely affects the interests of the Certificateholders in any Mortgage Loan,
the Servicer shall cure such breach in all material respects.
(c) Any substitution of Eligible Substitute Mortgage Loans for Defective
Mortgage Loans made pursuant to Section 2.03(a) must be effected prior to the
last Business Day that is within two (2) years after the Closing Date. As to any
Defective Mortgage Loan for which the Originator or the Seller substitutes an
Eligible Substitute Mortgage Loan or Loans, such substitution shall be effected
by the Originator or the Seller, as applicable, delivering to the Trustee (or
the Custodian on behalf of the Trustee) for such Eligible Substitute Mortgage
Loan or Loans, the Mortgage Note, the Mortgage, the Assignment to the Trustee
(or the Custodian on behalf of the Trustee), and such other documents and
agreements, with all necessary endorsements thereon, as are required by Section
2.01, together with an Officers' Certificate providing that each such Eligible
Substitute Mortgage Loan satisfies the definition thereof and specifying the
Substitution Adjustment (as described below), if any, in connection with such
substitution. The Trustee shall acknowledge or shall cause the Custodian to
acknowledge receipt for such Eligible Substitute Mortgage Loan or Loans and,
within ten (10) Business Days thereafter, shall review or shall cause the
Custodian to review such documents as specified in Section 2.02 and deliver to
the Servicer and the NIMS Insurer, with respect to such Eligible Substitute
Mortgage Loan or Loans, a certification substantially in the form attached
hereto as Exhibit F-1, with any applicable exceptions noted thereon. Within one
(1) year of the date of substitution, the Trustee shall deliver or shall cause
the Custodian to deliver to the Servicer and the NIMS Insurer a certification
substantially in the form of Exhibit F-2 hereto with respect to such Eligible
Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
Monthly Payments due with respect to Eligible Substitute Mortgage Loans in the
month of substitution are not part of the Trust Fund and will be retained by the
Originator or the Seller, as applicable. For the month of substitution,
distributions to Certificateholders will reflect the collections and recoveries
in respect of such Defective Mortgage Loan in the Collection Period or
Prepayment Period, as applicable, preceding the date of substitution and the
Depositor, the Originator or the Seller, as the case may be, shall thereafter be
entitled to retain all amounts subsequently received in respect of such
Defective Mortgage Loan. The Depositor shall give or cause to be given written
notice to the Certificateholders and the NIMS Insurer that such substitution has
taken place, shall amend the Mortgage Loan Schedule to reflect the removal of
such Defective Mortgage Loan from the terms of this Agreement and the
substitution of the Eligible Substitute Mortgage Loan or Loans and shall deliver
a copy of such amended Mortgage Loan Schedule to the Trustee, the Servicer, the
Custodian and the NIMS Insurer. Upon such substitution, such Eligible Substitute
Mortgage Loan or Loans shall constitute part of the Mortgage Pool and shall be
subject in all respects to the terms of this Agreement and, in the case of a
substitution effected by the Originator or the Seller, the Originator Mortgage
Loan Purchase Agreement or the Mortgage Loan Purchase Agreement, as the case may
be, including, in the case of a substitution effected by the Originator or the
Seller, all applicable representations and warranties thereof included in the
Originator Mortgage Loan Purchase Agreement or the Mortgage Loan Purchase
Agreement, as the case may be, as of the date of substitution.
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For any month in which the Originator or the Seller substitutes one or more
Eligible Substitute Mortgage Loans for one or more Defective Mortgage Loans, the
Servicer will determine the amount (the "Substitution Adjustment"), if any, by
which the aggregate Purchase Price of all such Defective Mortgage Loans exceeds
the aggregate, as to each such Eligible Substitute Mortgage Loan, of the
principal balance thereof as of the date of substitution, together with one
month's interest on such principal balance at the applicable Net Mortgage
Interest Rate. On the date of such substitution, the Originator or the Seller,
as the case may be, will deliver or cause to be delivered to the Servicer for
deposit in the Collection Account an amount equal to the Substitution
Adjustment, if any, and the Trustee, upon receipt of the related Eligible
Substitute Mortgage Loan or Loans and notice by the Servicer of such deposit,
shall release (or shall cause the Custodian to release) to the Originator or the
Seller, as applicable, the related Mortgage File or Files and shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as the Originator or the Seller, as the case may be, shall deliver to
it and as shall be necessary to vest therein any Defective Mortgage Loan
released pursuant hereto. In addition, in connection with the substitution of
one or more Eligible Substitute Mortgage Loans for one or more Defective
Mortgage Loans, in the event the Trust incurs costs or damages arising in
connection with a breach of the Originator's representations with respect to
predatory or abusive lending laws set forth in Section 3.03(i) and Section
3.03(uu) of the Originator Mortgage Loan Purchase Agreement, the Seller shall be
required to reimburse the Trust for the Reimbursement Amount pursuant to the
Mortgage Loan Purchase Agreement to the extent the Originator fails to do so.
In addition, the Originator or the Seller, as applicable, shall obtain at
its own expense and deliver to the Trustee and the NIMS Insurer an Opinion of
Counsel to the effect that such substitution will not cause an Adverse REMIC
Event. If such Opinion of Counsel can not be delivered, then such substitution
may only be effected at such time as the required Opinion of Counsel can be
given.
(d) Upon discovery by the Originator, the Seller, the Servicer, the NIMS
Insurer, the Custodian or the Trustee that any Mortgage Loan does not constitute
a "qualified mortgage" within the meaning of Section 860G(a)(3) of the Code, the
party discovering such fact shall within two (2) Business Days give written
notice thereof to the other parties. In connection therewith, the Originator or
the Seller, as applicable, shall repurchase or, subject to the limitations set
forth in Section 2.03(c), substitute one or more Eligible Substitute Mortgage
Loans for the affected Mortgage Loan within ninety (90) days of the earlier of
discovery or receipt of such notice with respect to such affected Mortgage Loan.
In addition, upon discovery that a Mortgage Loan is defective in a manner that
would cause it to be a "defective obligation" within the meaning of Treasury
Regulations relating to REMICs, the Originator or the Seller, as the case may
be, shall cure the defect or make the required purchase or substitution no later
than ninety (90) days after the discovery of the defect. Any such repurchase or
substitution shall be made in the same manner as set forth in Section 2.03(a).
The Trustee (or the Custodian on behalf of the Trustee) shall reconvey to the
Originator or the Seller, as applicable, the Mortgage Loan to be released
pursuant hereto in the same manner, and on the same terms and conditions, as it
would a Mortgage Loan repurchased for breach of a representation or warranty.
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Section 2.04 Execution of Yield Maintenance Agreements.
The Depositor hereby directs the Trustee to enter into and execute the
Class A Yield Maintenance Agreement, the Class M-1/M-5 Yield Maintenance
Agreement and the Class M-6/M-8 Yield Maintenance Agreement on the Closing Date
on behalf of the Trust for the benefit of the Holders of (i) the Class A
Certificates, (ii) the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates and (iii) the Class M-6, Class M-7 and Class M-8 Certificates,
respectively. The Depositor, the Servicer and the Holders of the Class A
Certificates, the Class M-1, Class M-2, Class M-3, Class M-4 and Class M-5
Certificates and the Class M-6, Class M-7 and Class M-8 Certificates (by their
acceptance of such Certificates) acknowledge that JPMorgan Chase Bank is
entering into each respective Yield Maintenance Agreement solely in its capacity
as Trustee of the Trust Fund and not in its individual capacity.
Section 2.05 Representations, Warranties and Covenants of the Servicer.
The Servicer hereby represents, warrants and covenants to the Trustee, for
the benefit of each of the Trustee and the Certificateholders and to the
Depositor and the NIMS Insurer that as of the Closing Date or as of such date
specifically provided herein:
(i) The Servicer is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry on its business as now
being conducted, except for such licenses, certificates and permits the
absence of which, individually or in the aggregate, would not have a
material adverse effect on the ability of the Servicer to conduct its
business as it is presently conducted, and is licensed, qualified and in
good standing in each state where a Mortgaged Property is located if the
laws of such state require licensing or qualification in order to conduct
business of the type conducted by the Servicer or to ensure the
enforceability or validity of each Mortgage Loan; the Servicer has the
power and authority to execute and deliver this Agreement and to perform in
accordance herewith; the execution, delivery and performance of this
Agreement (including all instruments of transfer to be delivered pursuant
to this Agreement) by the Servicer and the consummation of the transactions
contemplated hereby have been duly and validly authorized; and all
requisite action has been taken by the Servicer to make this Agreement
valid and binding upon the Servicer in accordance with its terms;
(ii) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Servicer and will
not result in the breach of any term or provision of the organizational
documents of the Servicer or result in the breach of any term or provision
of, or conflict with or constitute a default under or result in the
acceleration of any obligation under, any agreement, indenture or loan or
credit agreement or other instrument to which the Servicer or its property
is subject, or result in the violation of any law, rule, regulation, order,
judgment or decree to which the Servicer or its property is subject;
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(iii) The Servicer is an approved seller/servicer of conventional
residential mortgage loans for Xxxxxx Xxx or Xxxxxxx Mac, with the
facilities, procedures, and experienced personnel necessary for the sound
servicing of mortgage loans of the same type as the Mortgage Loans. The
Servicer is a HUD approved mortgagee pursuant to Section 203 of the
National Housing Act and is in good standing to sell mortgage loans to and
service mortgage loans for Xxxxxx Mae or Xxxxxxx Mac, and no event has
occurred, including but not limited to a change in insurance coverage,
which would make the Servicer unable to comply with Xxxxxx Mae or Xxxxxxx
Mac eligibility requirements or which would require notification to either
Xxxxxx Mae or Xxxxxxx Mac;
(iv) This Agreement, and all documents and instruments contemplated
hereby which are executed and delivered by the Servicer, constitute and
will constitute valid, legal and binding obligations of the Servicer,
enforceable in accordance with their respective terms, except as the
enforcement thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement
of creditors' rights generally (whether considered in a proceeding at law
or in equity);
(v) The Servicer does not believe, nor does it have any reason or
cause to believe, that it cannot perform each and every covenant contained
in this Agreement;
(vi) There is no action, suit, proceeding or investigation pending or,
to its knowledge, threatened against the Servicer that, either individually
or in the aggregate, may result in any material adverse change in the
business, operations, financial condition, properties or assets of the
Servicer, or in any material impairment of the right or ability of the
Servicer to carry on its business substantially as now conducted, or in any
material liability on the part of the Servicer, or that would draw into
question the validity or enforceability of this Agreement or of any action
taken or to be taken in connection with the obligations of the Servicer
contemplated herein, or that would be likely to impair materially the
ability of the Servicer to perform under the terms of this Agreement;
(vii) No consent, approval or order of any court or governmental
agency or body is required for the execution, delivery and performance by
the Servicer of or compliance by the Servicer with this Agreement or the
consummation of the transactions contemplated by this Agreement, except for
such consents, approvals, authorizations and orders, if any, that have been
obtained;
(viii) No information in this Agreement provided by the Servicer nor
any information, certificate of an officer, statement furnished in writing
or report delivered to the Trustee by the Servicer in connection with the
transactions contemplated hereby contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact
necessary in order to make the statements contained therein, in light of
the circumstances under which they were made, not misleading;
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(ix) The Servicer has fully furnished, and shall continue to fully
furnish for so long as it is servicing the Mortgage Loans hereunder, in
accordance with the Fair Credit Reporting Act and its implementing
regulations, accurate and complete information on the Mortgagor credit
files to Equifax, Experian and Trans Union Credit Information Company on a
monthly basis; and
(x) The Servicer acknowledges and agrees that the Servicing Fee
represents reasonable compensation for performing such services and that
the entire Servicing Fee shall be treated by the Servicer, for accounting
and tax purposes, as compensation for the servicing and administration of
the Mortgage Loans pursuant to this Agreement.
It is understood and agreed that the representations, warranties and
covenants set forth in this Section 2.05 shall survive delivery of the Mortgage
Files to the Trustee (or the Custodian on behalf of the Trustee) and shall inure
to the benefit of the Trustee, the Depositor, the NIMS Insurer and the
Certificateholders. Upon discovery by any of the Depositor, the Servicer, the
NIMS Insurer or the Trustee of a breach of any of the foregoing representations,
warranties and covenants which materially and adversely affects the value of any
Mortgage Loan, Prepayment Charge or the interests therein of the
Certificateholders, the party discovering such breach shall give prompt written
notice (but in no event later than two (2) Business Days following such
discovery) to the other parties hereto.
Section 2.06 Representations and Warranties of the Depositor.
The Depositor represents and warrants to the Trust and the Trustee on
behalf of the Certificateholders and to the Servicer and the NIMS Insurer as
follows:
(i) This agreement constitutes a legal, valid and binding obligation
of the Depositor, enforceable against the Depositor in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect affecting the enforcement of creditors' rights in
general and except as such enforceability may be limited by general
principles of equity (whether considered in a proceeding at law or in
equity);
(ii) Immediately prior to the sale and assignment by the Depositor to
the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had
good and marketable title to each Mortgage Loan (insofar as such title was
conveyed to it by the Seller) subject to no prior lien, claim,
participation interest, mortgage, security interest, pledge, charge or
other encumbrance or other interest of any nature;
(iii) As of the Closing Date, the Depositor has transferred all right,
title interest in the Mortgage Loans to the Trustee on behalf of the Trust;
(iv) The Depositor has not transferred the Mortgage Loans to the
Trustee on behalf of the Trust with any intent to hinder, delay or defraud
any of its creditors;
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(v) The Depositor has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its assets and conduct its
business as presently being conducted;
(vi) The Depositor is not in violation of its certificate of
incorporation or by-laws or in default in the performance or observance of
any material obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or other
instrument to which the Depositor is a party or by which it or its
properties may be bound, which default might result in any material adverse
changes in the financial condition, earnings, affairs or business of the
Depositor or which might materially and adversely affect the properties or
assets, taken as a whole, of the Depositor;
(vii) The execution, delivery and performance of this Agreement by the
Depositor, and the consummation of the transactions contemplated thereby,
do not and will not result in a material breach or violation of any of the
terms or provisions of, or, to the knowledge of the Depositor, constitute a
default under, any indenture, mortgage, deed of trust, loan agreement or
other agreement or instrument to which the Depositor is a party or by which
the Depositor is bound or to which any of the property or assets of the
Depositor is subject, nor will such actions result in any violation of the
provisions of the certificate of incorporation or by-laws of the Depositor
or, to the best of the Depositor's knowledge without independent
investigation, any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the Depositor or any
of its properties or assets (except for such conflicts, breaches,
violations and defaults as would not have a material adverse effect on the
ability of the Depositor to perform its obligations under this Agreement);
(viii) To the best of the Depositor's knowledge without any
independent investigation, no consent, approval, authorization, order,
registration or qualification of or with any court or governmental agency
or body of the United States or any other jurisdiction is required for the
issuance of the Certificates, or the consummation by the Depositor of the
other transactions contemplated by this Agreement, except such consents,
approvals, authorizations, registrations or qualifications as (a) may be
required under State securities or Blue Sky laws, (b) have been previously
obtained or (c) the failure of which to obtain would not have a material
adverse effect on the performance by the Depositor of its obligations
under, or the validity or enforceability of, this Agreement; and
(ix) There are no actions, proceedings or investigations pending
before or, to the Depositor's knowledge, threatened by any court,
administrative agency or other tribunal to which the Depositor is a party
or of which any of its properties is the subject: (a) which if determined
adversely to the Depositor would have a material adverse effect on the
business, results of operations or financial condition of the Depositor;
(b) asserting the invalidity of this Agreement or the Certificates; (c)
seeking to prevent the issuance of the Certificates or the consummation by
the
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Depositor of any of the transactions contemplated by this Agreement, as the
case may be; (d) which might materially and adversely affect the
performance by the Depositor of its obligations under, or the validity or
enforceability of, this Agreement.
Section 2.07 Issuance of Certificates and the Uncertificated Regular
Interests.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery to it (or the Custodian on behalf of the Trustee) of the Mortgage
Files, subject to the provisions of Sections 2.01 and 2.02, and the Trustee
acknowledges the assignment to it of all other assets included in the Trust
Fund, receipt of which is hereby acknowledged. Concurrently with such assignment
and delivery and in exchange therefor, the Trustee, pursuant to the Written
Order to Authenticate executed by an officer of the Depositor, has executed, and
the Certificate Registrar has authenticated and delivered to or upon the order
of the Depositor, the Certificates (other than the Class CE, Class P and Class R
Certificates) in minimum dollar denominations of $25,000 and integral dollar
multiples of $1 in excess thereof or in the case of the Class P Certificates, in
minimum denominations of $20 and integral multiples of $20 in excess thereof.
The Class CE and Class R Certificates are issuable only in minimum Percentage
Interests of 10%. The Class R Certificate is issuable only as a single
certificate. The Trustee acknowledges the issuance of the uncertificated REMIC 1
Regular Interests and declares that it hold such regular interests as assets of
REMIC 2. The Trustee acknowledges the obligation of the Class CE Certificates to
pay Cap Carryover Amounts, and declares that it hold the same as assets of the
Grantor Trust on behalf of the Holders of the Class A-1, Class X-0, Xxxxx X-0,
Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and
Class M-8 Certificates, respectively, which shall be treated as beneficially
owning the right to receive the Cap Carryover Amounts from the Grantor Trust. In
addition to the assets described in the preceding sentence, the assets of the
Grantor Trust shall also include (i) any Originator Prepayment Charge Payment
Amounts, any Servicer Prepayment Charge Payment Amounts and the beneficial
interest of the Class P Certificates with respect thereto and (ii) the Yield
Maintenance Agreements, the Reserve Accounts and the beneficial interest of the
Class CE Certificates with respect thereto, subject to the obligation to pay Cap
Carryover Amounts. The interests evidenced by the Certificates constitute the
entire beneficial ownership interest in the Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01 Servicer to Act as Servicer.
The Servicer, as independent contract servicer, shall service and
administer the Mortgage Loans on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders in accordance with this
Agreement and the normal and usual standards of practice of prudent mortgage
servicers servicing similar mortgage loans and, to the extent consistent with
such terms, in the same manner in which it services and administers similar
mortgage loans for its own portfolio, and shall have full power and authority,
acting alone, to do or cause to be done any and all things in connection with
such servicing and administration
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which the Servicer may deem necessary or desirable and consistent with the terms
of this Agreement (the "Servicing Standard").
Consistent with the terms of this Agreement, the Servicer may waive, modify
or vary any term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any Mortgagor
if in the Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Certificateholders; provided, however, that the Servicer shall not make future
advances and, except as set forth in the following sentence or Section 3.03, the
Servicer shall not permit any modification with respect to any Mortgage Loan
that would (i) change the Mortgage Interest Rate, defer or forgive the payment
thereof of any principal or interest payments, reduce the outstanding principal
amount (except for actual payments of principal) or extend the final maturity
date with respect to such Mortgage Loan, or (ii) cause and Adverse REMIC Event.
Notwithstanding anything to the contrary contained in this Agreement, in the
event that any Mortgage Loan is in default or, if such default is reasonably
foreseeable, the Servicer, consistent with the standards set forth in this
Section 3.01, may also waive, modify or vary any term of such Mortgage Loan
(including modifications that would change the Mortgage Rate, forgive the
payment of principal or interest, extend the final maturity date of such
Mortgage Loan (including modifications that would change the Mortgage Rate,
forgive the payment of principal or interest, extend the final maturity date of
such Mortgage Loan or waive, in whole or in part, a Prepayment Charge)), accept
payment from the related Mortgagor of an amount less than the unpaid Principal
Balance in final satisfaction of such Mortgage Loan, or consent to the
postponement of strict compliance with any such term or otherwise grant
indulgence to any Mortgagor (any and all such waivers, modifications, variances,
forgiveness of principal or interest, postponements, or indulgences collectively
referred to herein as "forbearance"); provided, however, that the final maturity
date of any Mortgage Loan may not be extended beyond the Assumed Final
Distribution Date. The Servicer's analysis supporting any forbearance and the
conclusion that any forbearance meets the standards of this Section 3.01 shall
be reflected in writing in the Servicing File. Notwithstanding the foregoing,
the Servicer shall not permit any modification with respect to any Mortgage Loan
that would both (x) effect an exchange or reissuance of such Mortgage Loan under
Section 1.860G-2(b) of the Treasury Regulations and (y) cause any Adverse REMIC
Event. The NIMS Insurer's prior written consent shall be required for any
modification, waiver or amendment if the aggregate number of outstanding
Mortgage Loans which have been modified, waived or amended exceeds 5% of the
number of Mortgage Loans as of the Cut-off Date. Without limiting the generality
of the foregoing, the Servicer shall continue, and is hereby authorized and
empowered to execute and deliver on behalf of itself, and the Trustee, all
instruments of satisfaction or cancellation, or of partial or full release,
discharge and all other comparable instruments, with respect to the Mortgage
Loans and with respect to the Mortgaged Property. The Servicer shall make all
required Servicing Advances and shall service and administer the Mortgage Loans
in accordance with Applicable Regulations, and shall provide to the Mortgagor
any reports required to be provided to them thereby. The Trustee shall execute
and deliver to the Servicer within at least fifteen (15) Business Days of
receipt, upon request, any powers of attorney furnished to it by the Servicer
empowering the 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 any Mortgaged Property, and to appeal, prosecute or
defend in any court action relating to the Mortgage Loans or the Mortgaged
Properties, in accordance with this Agreement, and the
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Trustee shall execute and deliver such other documents as the Servicer may
request, necessary or appropriate to enable the Servicer to service and
administer the Mortgage Loans and carry out its duties hereunder, in each case
in accordance with Servicing Standard (and the Trustee shall have no liability
for misuse of any such powers of attorney by the Servicer). Notwithstanding
anything contained herein to the contrary, the Servicer shall not without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating the Servicer's representative
capacity or (ii) take any action with the intent to cause, and which results in,
the Trustee being registered to do business in any state.
In servicing and administering the Mortgage Loans, the Servicer shall
employ procedures including collection procedures and exercise the same care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account giving due consideration to accepted mortgage
servicing practices of prudent lending institutions and the Certificateholders'
reliance on the Servicer.
The Servicer shall give prompt notice to the Trustee of any action, of
which the Servicer has actual knowledge, to (i) assert a claim against the Trust
Fund or (ii) assert jurisdiction over the Trust Fund.
Notwithstanding anything in this Agreement to the contrary, in the event of
a voluntary Principal Prepayment in full of a Mortgage Loan, the Servicer may
not waive any Prepayment Charge or portion thereof required by the terms of the
related Mortgage Note unless (i)(a) the Servicer determines that such waiver is
standard and customary in servicing similar mortgage loans, (b) such waiver
relates to a default or a reasonably foreseeable default and (c) would, in the
reasonable judgment of the Servicer, maximize recovery of Liquidation Proceeds
for such Mortgage Loan, taking into account the value of such Prepayment Charge
or (ii) the enforceability thereof is limited (1) by bankruptcy, insolvency,
moratorium, receivership, or other similar law relating to creditors' rights
generally or (2) due to acceleration in connection with a foreclosure or other
involuntary payment. If the Servicer has waived or does not collect all or a
portion of a Prepayment Charge relating to a voluntary Principal Prepayment in
full due to any action or omission of the Servicer, other than as provided
above, the Servicer shall, on the date on which the Principal Prepayment in full
is remitted to the Trustee, deliver to the Trustee the Servicer Prepayment
Charge Amount with respect to such Mortgage Loan for distribution in accordance
with the terms of this Agreement.
In the event that a Prepayment Charge due with respect to any Mortgage Loan
is not timely received by the Servicer, the Servicer shall use commercially
reasonable efforts to determine whether the Originator is obligated to pay a
related Originator Prepayment Charge Payment Amount, and if the Servicer
determines that a Originator Prepayment Charge Payment Amount is due, the
Servicer shall promptly notify the Originator, and the Servicer shall enforce
the Originator's obligations to pay in a timely manner any such Originator
Prepayment Charge Payment Amounts and, to the extent that such amounts are
received by the Servicer, shall cause such amounts to be deposited into the
Collection Account within one Business Day of receipt.
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Section 3.02 Collection of Mortgage Loan Payments.
Continuously from the date hereof until the principal and interest on all
Mortgage Loans are paid in full or as long as the Mortgage Loan remains subject
to this Agreement, the Servicer will diligently collect all payments due under
each Mortgage Loan when the same shall become due and payable and shall, to the
extent such procedures shall be consistent with this Agreement and Applicable
Regulations, follow such collection procedures as it follows with respect to
mortgage loans comparable to the Mortgage Loans and held for its own account.
Further, the Servicer will take special care in ascertaining and estimating on
escrowed Mortgage Loans annual ground rents, taxes, assessments, water rates,
fire and hazard insurance premiums, mortgage insurance premiums, and all other
charges that, as provided in the Mortgage, will become due and payable to that
end that the installments payable by the Mortgagors will be sufficient to pay
such charges as and when they become due and payable.
Section 3.03 Realization Upon Defaulted Mortgage Loans.
In the event that any payment due under any Mortgage Loan is not paid when
the same becomes due and payable, or in the event the Mortgagor fails to perform
any other covenant or obligation under the Mortgage Loan and such failure
continues beyond any applicable grace period, the Servicer shall take such
action as it shall deem to be in the best interest of the Certificateholders.
With respect to any defaulted Mortgage Loan, the Servicer shall have the right
to review the status of the related forbearance plan and, subject to the second
paragraph of Section 3.01, may modify such forbearance plan; including extending
the Mortgage Loan repayment date for a period of one (1) year or reducing the
Mortgage Interest Rate up to 50 basis points (0.50%).
In connection with a foreclosure or other conversion, the Servicer shall
exercise such rights and powers vested in it hereunder and use the same degree
of care and skill in its exercise as prudent mortgage servicers would exercise
or use under the circumstances in the conduct of their own affairs and
consistent with Applicable Regulations and the Servicing Standard, including,
without limitation, advancing funds for the payment of taxes and insurance
premiums.
Notwithstanding the foregoing provisions of this Section 3.03, with respect
to any Mortgage Loan as to which the Servicer has received actual notice of, or
has actual knowledge of, the presence of any toxic or hazardous substance on the
related Mortgaged Property, the Servicer shall not either (i) obtain title to
such Mortgaged Property as a result of or in lieu of foreclosure or otherwise,
or (ii) otherwise acquire possession of, or take any other action with respect
to, such Mortgaged Property if, as a result of any such action, the Trust would
be considered to hold title to, to be a mortgagee-in-possession of, or to be an
owner or operator of such Mortgaged Property within the meaning of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended from time to time, or any comparable law, unless the Servicer has
received the prior written consent of the NIMS Insurer and has received a
prudent report prepared by a Person who regularly conducts environmental audits
using customary industry standards, that:
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A. such Mortgaged Property is in compliance with applicable environmental
laws or, if not, that it would be in the best economic interest of the
Certificateholders to take such actions as are necessary to bring the Mortgaged
Property into compliance therewith; and
B. there are no circumstances present at such Mortgaged Property relating
to the use, management or disposal of any hazardous substances, hazardous
materials, hazardous wastes, or petroleum-based materials for which
investigation, testing, monitoring, containment, clean-up or remediation could
be required under any federal, state or local law or regulation, or that if any
such materials are present for which such action could be required, that it
would be in the best economic interest of the Certificateholders to take such
actions with respect to the affected Mortgaged Property.
The cost of the environmental audit report contemplated by this Section
3.03 shall be advanced by the Servicer, subject to the Servicer's right to be
reimbursed therefor from the Collection Account as provided in Section 3.05(iv).
If the Servicer determines, as described above, that it is in the best
economic interest of the Certificateholders to take such actions as are
necessary to bring any such Mortgaged Property into compliance with applicable
environmental laws, or to take such action with respect to the containment,
clean-up or remediation of hazardous substances, hazardous materials, hazardous
wastes, or petroleum-based materials affecting any such Mortgaged Property, then
the Servicer shall take such action as it deems to be in the best economic
interest of the Certificateholders. The cost of any such compliance,
containment, clean-up or remediation shall be advanced by the Servicer, subject
to the Servicer's right to be reimbursed therefor from the Collection Account as
provided in Section 3.05.
The Servicer, in its reasonable discretion and subject to the Servicing
Standard, may charge off such Mortgage Loan if it has made a Final Recovery
Determination in good faith with respect thereto (each such Mortgage Loan, a
"Charged-off Mortgage Loan"). Any such Charged-off Mortgage Loan shall be
treated as a liquidated Mortgage Loan. The Servicer shall have no obligation to
make any Advances or Servicing Advances with respect to any Charged-off Mortgage
Loan and shall not be entitled to the Servicing Fee with respect to such
Charged-off Mortgage Loan for the period following the date on which such
Mortgage Loan was charged off. Any Net Liquidation Proceeds received in
connection with any recoveries received with respect to such Charged-off
Mortgage Loan shall be deposited in the Collection Account pursuant to Section
3.04.
Section 3.04 Collection Account, Distribution Account and Reserve Accounts.
(a) The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Collection Accounts.
Each Collection Account shall be an Eligible Account.
The Servicer shall deposit or cause to be deposited on a daily basis and in
no event more than one (1) Business Day after receipt thereof in the clearing
account (which must be an Eligible Account) in which it customarily deposits
payments and collections on mortgage
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loans in connection with its mortgage loan servicing activities, and shall
thereafter deposit in the Collection Account, in no event more than one (1)
Business Day after deposit of such funds in the clearing account, and retain
therein, the following payments and collections received or made by it after the
Cut-off Date with respect to the Mortgage Loans (other than in respect of
principal and interest due on or before the Cut-off Date):
(i) all payments on account of principal, including Principal
Prepayments, on the Mortgage Loans;
(ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Interest Rate less the Servicing Fee Rate;
(iii) all Liquidation Proceeds and any Subsequent Recoveries;
(iv) all Insurance Proceeds including amounts required to be deposited
pursuant to Section 3.10, other than proceeds to be held in the Escrow
Account and applied to the restoration or repair of the Mortgaged Property
or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;
(v) all Condemnation Proceeds affecting any Mortgaged Property which
are not released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, the loan documents or applicable law;
(vi) any amounts required to be deposited by the Servicer in
connection with any REO Property pursuant to Section 3.13;
(vii) all Prepayment Charges collected by the Servicer in connection
with the voluntary Principal Prepayment in full of any Mortgage Loan, all
Originator Prepayment Charge Payment Amounts paid by the Originator and all
Servicer Prepayment Charge Payment Amounts required to be paid by the
Servicer pursuant to Section 3.01 in connection with any such Principal
Prepayment; and
(viii) all amounts required to be deposited by the Servicer pursuant
to Section 2.03.
Any interest paid on funds deposited in the Collection Account, subject to
Section 3.25, shall accrue to the benefit of the Servicer and the Servicer shall
be entitled to retain and withdraw such interest from the Collection Account
pursuant to Section 3.05(v). The foregoing requirements for deposit from the
Collection Account shall be exclusive, it being understood and agreed that,
without limiting the generality of the foregoing, payments in the nature of late
payment charges, bad check fees, prepayment charges that are not Prepayment
Charges, Originator Prepayment Charge Payment Amounts or Servicer Prepayment
Charge Payment Amounts, assumption fees and other similar fees need not be
deposited by the Servicer in the Collection Account. Amounts deposited into the
Collection Account in error may be withdrawn by the Servicer at any time.
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(b) On behalf of the Trust Fund, the Trustee shall establish and maintain
one or more accounts (such account or accounts, the "Distribution Account"),
held in trust for the benefit of the Certificateholders. On behalf of the Trust
Fund, the Servicer shall deliver to the Trustee in immediately available funds
for deposit in the Distribution Account by 1:00 p.m. New York time on the
Servicer Remittance Date, (i) that portion of the Available Funds (calculated
without regard to the references in the definition thereof to amounts that may
be deposited to the Distribution Account from a different source as provided
herein) then on deposit in the Collection Account and (ii) the amount of all
Prepayment Charges collected by the Servicer, all Originator Prepayment Charge
Payment Amounts required to be paid by the Originator and all Servicer
Prepayment Charge Payment Amounts required to be paid by the Servicer in
connection with the voluntary Principal Prepayment in full of any of the
Mortgage Loans then on deposit in the Trust Collection Account (other than any
such Prepayment Charges received and Servicer Prepayment Charge Payment Amounts
and Originator Prepayment Charge Payment Amounts paid after the related
Prepayment Period). Amounts in the Distribution Account shall be deemed to be
held on behalf of the related REMICs and the Grantor Trust in accordance with
the REMIC distributions set forth in Section 4.08. The Trustee shall be entitled
to withdraw from the Distribution Account any amounts owing to it pursuant to
Section 8.05 and Section 9.01(c) prior to the distribution of any amounts on
deposit to the Certificateholders; provided, however, in the case of amounts
owing to it other than the Trustee Fee, the Trustee shall provide the Depositor,
the NIMS Insurer and the Servicer with a written account of such amounts five
(5) Business Days prior to withdrawing such funds and, provided further, that
the Trustee shall not be entitled to withdraw such amounts for funds on deposit
in the Distribution Account representing Prepayment Charges, Originator
Prepayment Charge Payment Amounts and Servicer Prepayment Charge Payment
Amounts. In connection with any failure by the Servicer to make any remittance
required to be made by the Servicer to the Trustee for deposit in the
Distribution Account on the day and by the time such remittance is required to
be made under the terms of this Section 3.04(b) (without giving effect to any
grace or cure period), the Servicer shall pay to the Trustee for the account of
the Trustee interest at the prime rate of United States money center commercial
banks as published in The Wall Street Journal on any amount not timely remitted
from and including the day such remittance was required to be made to, but not
including, the day on which such remittance was actually made.
(c) Funds on deposit in the Collection Account may be invested in Eligible
Investments in accordance with the provisions set forth in Section 3.25. The
Servicer shall give notice to the Trustee and the NIMS Insurer of the location
of the Collection Account maintained by it when established and prior to any
change thereof. The Trustee shall give notice to the Servicer, the NIMS Insurer
and the Depositor of the location of the Distribution Account when established
and prior to any change thereof.
(d) In the event the Servicer shall deliver to the Trustee for deposit in
the Distribution Account any amount not required to be deposited therein, it may
at any time request that the Trustee withdraw such amount from the Distribution
Account and remit to the Servicer any such amount, any provision herein to the
contrary notwithstanding. In addition, the Servicer shall deliver to the Trustee
from time to time for deposit, and the Trustee shall so deposit, in the
Distribution Account in respect of REMIC 1:
(i) any Advances, as required pursuant to Section 4.07;
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(ii) any Stayed Funds, as soon as permitted by the federal bankruptcy
court having jurisdiction in such matters;
(iii) any amounts required to be delivered by the Servicer to the
Trustee for deposit in the Distribution Account pursuant to Sections 2.03,
3.04, 3.13, 3.15, 3.16, 3.23, 3.24, 4.07 or 10.01; and
(iv) any amounts required to be deposited by the Servicer pursuant to
Section 3.11 in connection with the deductible clause in any blanket hazard
insurance policy, such deposit being made from the Servicer's own funds,
without reimbursement therefor.
(e) Promptly upon receipt of any Stayed Funds, whether from the Servicer, a
trustee in bankruptcy, or federal bankruptcy court or other source, the Trustee
shall notify the Servicer of such receipt and deposit such funds in the
Distribution Account, subject to withdrawal thereof as permitted hereunder. In
addition, the Trustee shall deposit in the Distribution Account any amounts
required to be deposited pursuant to Section 3.25(b) in connection with losses
realized on Eligible Investments with respect to funds held in the Distribution
Account.
(f) Any Originator Prepayment Charge Payment Amounts and Servicer
Prepayment Charge Payment Amounts deposited pursuant to Section 3.04(a)(vii)
shall not be assets of any REMIC created hereunder, but shall be considered
assets of the Grantor Trust held by the Trustee for the benefit of the Class P
Certificateholders.
(g) The Trustee shall establish and maintain the Class A Reserve Account,
held in trust for the benefit of the Holders of the Class A Certificates. The
Trustee shall deposit in the Class A Reserve Account on the date received by it,
any Class A Yield Maintenance Agreement Payment received from the Yield
Maintenance Agreement Provider for the related Distribution Date.
(h) The Trustee shall establish and maintain the Class M-1/M-5 Reserve
Account, held in trust for the benefit of the Holders of the Class M-1, Class
M-2, Class M-3, Class M-4 and Class M-5 Certificates. The Trustee shall deposit
in the Class M-1/M-5 Reserve Account on the date received by it, any Class
M-1/M-5 Yield Maintenance Agreement Payment received from the Yield Maintenance
Agreement Provider for the related Distribution Date.
(i) The Trustee shall establish and maintain the Class M-6/M-8 Reserve
Account, held in trust for the benefit of the Holders of the Class M-6, Class
M-7 and Class M-8 Certificates. The Trustee shall deposit in the Class M-6/M-8
Reserve Account on the date received by it, any Class M-6/M-8 Yield Maintenance
Agreement Payment received from the Yield Maintenance Agreement Provider for the
related Distribution Date.
(j) On each Distribution Date, the Trustee shall withdraw from the Class A
Reserve Account any Class A Yield Maintenance Agreement Payment, shall withdraw
from the Class M-1/M-5 Reserve Account any Class M-1/M-5 Yield Maintenance
Agreement Payment and shall withdraw from the Class M-6/M-8 Reserve Account any
Class M-6/M-8 Yield Maintenance Agreement Payment and apply them in the
following order of priority:
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(i) concurrently, to the Class A Certificates from the Class A Reserve
Account, pro rata, in each case only up to the Class A Cap Amount for the
related Class, any remaining unpaid Cap Carryover Amounts for such Class
for such Distribution Date (after distributions to the Offered Certificates
pursuant to Section 4.02(b)(xxvii) hereof);
(ii) to the Class X-0, Xxxxx X-0, Class M-3, Class M-4 and Class M-5
Certificates from the Class M-1/M-5 Reserve Account, in each case only up
to the Class M-1/M-5 Cap Amount for the related Class, any remaining unpaid
Cap Carryover Amounts for such Classes for such Distribution Date (after
distributions to the Offered Certificates pursuant to Section
4.02(b)(xxvii) hereof), distributed sequentially, to the Class X-0, Xxxxx
X-0, Class M-3, Class M-4 and Class M-5 Certificates, in that order;
(iii) to the Class M-6, Class M-7 and Class M-8 Certificates from the
Class M-6/M-8 Reserve Account, in each case only up to the Class M-6/M-8
Cap Amount for the related Class, any remaining unpaid Cap Carryover
Amounts for such Classes for such Distribution Date (after distributions to
the Offered Certificates pursuant to Section 4.02(b)(xxvii) hereof),
distributed sequentially, to the Class M-6, Class M-7 and Class M-8
Certificates, in that order; and
(iv) to the Class CE Certificates, any remaining amount on deposit in
the Reserve Accounts.
(k) The Trustee shall account for each Reserve Account as an asset of a
grantor trust under subpart E, part I of subchapter J of the Code and not an
asset of any REMIC created pursuant to this Agreement. The beneficial owner of
each Reserve Account is the Class CE Certificateholder. For all federal tax
purposes, amounts transferred or reimbursed by REMIC 2 to either Reserve Account
shall be treated as distributions by the Trustee to the Class CE
Certificateholder.
(l) Any Cap Carryover Amounts paid by the Trustee pursuant to this Section
3.04(g) to the Offered Certificates shall be accounted for by the Trustee as
amounts paid first to the Class CE Certificates and then to the respective Class
or Classes of Offered Certificates from the Grantor Trust. In addition, the
Trustee shall account for the Offered Certificates' rights to receive payments
of Cap Carryover Amounts as rights in limited recourse interest rate cap
contracts written by the Class CE Certificates in favor of each Class of Offered
Certificates.
(m) For federal tax return and information reporting, the right of the
Holders of the Offered Certificates to receive payments under the Class A Yield
Maintenance Agreement, the Class M-1/M-5 Yield Maintenance Agreement and the
Class M-6/M-8 Yield Maintenance Agreement in respect of any related Yield
Maintenance Agreement Payments shall be assigned a value of zero.
Section 3.05 Permitted Withdrawals From the Collection Account.
The Servicer may, from time to time, withdraw from the Collection Account
for the following purposes:
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(i) to remit to the Trustee for deposit in the Distribution Account
the amounts required to be so remitted pursuant to Section 3.04(b) or
permitted to be so remitted pursuant to the first sentence of Section
3.04(d);
(ii) to reimburse itself for (a) any unreimbursed Advances to the
extent of amounts received which represent Late Collections (net of the
related Servicing Fees) of Monthly Payments, Liquidation Proceeds and
Insurance Proceeds on Mortgage Loans with respect to which such Advances
were made in accordance with the provisions of Section 4.07; (b) any
unreimbursed Advances with respect to the final liquidation of a Mortgage
Loan that are Nonrecoverable Advances, but only to the extent that Late
Collections, Liquidation Proceeds and Insurance Proceeds received with
respect to such Mortgage Loan are insufficient to reimburse the Servicer
for such unreimbursed Advances; or (c) subject to Section 4.07(b), any
unreimbursed Advances to the extent of funds held in the Collection Account
for future distribution that were not included in Available Funds for the
preceding Distribution Date;
(iii) to reimburse itself for (a) any unpaid Servicing Fees, (b) any
unreimbursed Servicing Advances with respect to each Mortgage Loan, but
only to the extent of any Late Collections, Liquidation Proceeds, Insurance
Proceeds and condemnation proceeds received with respect to such Mortgage
Loan, and (c) any Servicing Advances with respect to the final liquidation
of a Mortgage Loan that are Nonrecoverable Advances, but only to the extent
that Late Collections, Liquidation Proceeds and Insurance Proceeds received
with respect to such Mortgage Loan are insufficient to reimburse the
Servicer for Servicing Advances;
(iv) to reimburse itself for any amounts paid or expenses incurred
pursuant to Section 3.03 (and not otherwise previously reimbursed);
(v) to pay to itself as servicing compensation (a) any interest earned
on funds in the Collection Account (all such interest to be withdrawn
monthly not later than each Servicer Remittance Date) and (b) the Servicing
Fee from that portion of any payment or recovery as to interest to a
particular Mortgage Loan to the extent not retained pursuant to Section
3.04(a)(ii);
(vi) to pay or reimburse itself for any amounts payable or paid
pursuant to Section 6.03 (and not otherwise previously reimbursed); and
(vii) to clear and terminate the Collection Account upon the
termination of this Agreement.
The foregoing requirements for withdrawal from the Collection Account shall
be exclusive. In the event the Servicer shall deposit in the Collection Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the Collection Account, any provision herein to the contrary
notwithstanding.
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Section 3.06 Establishment of Escrow Accounts; Deposits in Escrow Accounts.
The Servicer shall segregate and hold all funds collected and received
pursuant to each Mortgage Loan which constitute Escrow Payments separate and
apart from any of its own funds and general assets and shall establish and
maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts. A copy of such letter agreement shall be furnished to the Trustee upon
request. The Escrow Account shall be an Eligible Account.
The Servicer shall deposit or cause to be deposited on a daily basis and in
no event more than one Business Day after receipt thereof in the clearing
account (which must be an Eligible Account) in which it customarily deposits
payments and collections on mortgage loans in connection with its mortgage loan
servicing activities, and shall thereafter deposit in the Escrow Account or
Accounts, in no event more than one Business Day after deposit of such funds in
the clearing account, and retain therein, (i) all Escrow Payments collected on
account of the Mortgage Loans, for the purpose of effecting timely payment of
any such items as required under the terms of this Agreement, and (ii) all
Insurance Proceeds which are to be applied to the restoration or repair of any
Mortgaged Property. The Servicer shall make withdrawals therefrom only to effect
such payments as are required under this Agreement, and for such other purposes
as shall be set forth in, or in accordance with, Section 3.07. The Servicer
shall be entitled to retain any interest paid on funds deposited in the Escrow
Account by the depository institution other than interest on escrowed funds
required by law to be paid to the Mortgagor and, to the extent required by the
related Mortgage Loan or Applicable Regulations, the Servicer shall pay interest
on escrowed funds to the Mortgagor notwithstanding that the Escrow Account is
non-interest bearing or that interest paid thereon is insufficient for such
purposes.
Section 3.07 Permitted Withdrawals From Escrow Account.
Withdrawals from the Escrow Account may be made by the Servicer (i) to
effect timely payments of ground rents, taxes, assessments, water rates, fire,
flood and hazard insurance premiums and comparable items in a manner and at a
time that assures that the lien priority of the Mortgage is not jeopardized (or,
with respect to the payment of taxes, in a manner and at a time that avoids the
loss of the Mortgaged Property due to a tax sale or the foreclosure as a result
of a tax lien), (ii) to reimburse the Servicer for any Servicing Advance made by
the Servicer with respect to a related Mortgage Loan but only from amounts
received on the related Mortgage Loan which represent late payments or Late
Collections of Escrow Payments thereunder with respect to taxes and assessments
and with respect to hazard insurance, (iii) to refund to the Mortgagor any funds
as may be determined to be overages, (iv) for transfer to the Collection Account
in accordance with the terms of this Agreement, (v) for application to
restoration or repair of the Mortgaged Property, (vi) to pay to the Servicer, or
to the Mortgagor to the extent required by the related Mortgage Loan or
Applicable Regulations, any interest paid on the funds deposited in the Escrow
Account, (vii) to clear and terminate the Escrow Account on the termination of
this Agreement, or (viii) to transfer to the Collection Account any insurance
proceeds. As part of its servicing duties, the Servicer shall pay to the
Mortgagor interest on funds in the Escrow Account, to the extent required by the
related Mortgage Loan or Applicable Regulations, and to the extent that interest
earned on funds in the Escrow Account is insufficient, shall pay such interest
from its own funds, without any reimbursement therefor.
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In the event the Servicer shall deposit in the Escrow Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Escrow Account, any provision herein to the contrary notwithstanding.
Section 3.08 Payment of Taxes, Insurance and Other Charges; Collections
Thereunder.
With respect to each Mortgage Loan that provides for Escrow Payments, the
Servicer shall maintain accurate records reflecting the status of ground rents,
taxes, assessments, water rates and other charges which are or may become a lien
upon the Mortgaged Property and the status of fire, flood and hazard insurance
coverage and shall obtain, from time to time, all bills for the payment of such
charges (including renewal premiums) and shall effect payment of taxes,
assessments, hazard insurance premiums, and comparable items in a manner and at
a time that assures that the lien priority of the Mortgage is not jeopardized
(or, with respect to the payment of taxes, in a manner and at a time that avoids
the loss of the Mortgaged Property due to a tax sale or the foreclosure as a
result of a tax lien). To the extent that a Mortgage does not provide for Escrow
Payments, the Servicer (i) shall determine whether any such payments are made by
the Mortgagor in a manner and at a time that is necessary to avoid the loss of
the Mortgaged Property due to a tax sale or the foreclosure as a result of a tax
lien and (ii) shall ensure that all insurance required to be maintained on the
Mortgaged Property pursuant to this Agreement is maintained. If any such payment
has not been made and the Servicer receives notice of a tax lien with respect to
the Mortgage Loan being imposed, the Servicer will, promptly and to the extent
required to avoid loss of the Mortgaged Property, advance or cause to be
advanced funds necessary to discharge such lien on the Mortgaged Property. The
Servicer assumes full responsibility for the payment of all such bills and shall
effect payments of all such bills irrespective of the Mortgagor's faithful
performance in the payment of same or the making of the Escrow Payments and
shall make Servicing Advances from its own funds to effect such payments.
Section 3.09 Transfer of Accounts.
The Servicer may transfer the Collection Account and the Escrow Account to
a different depository institution from time to time. Upon such transfer, the
Servicer shall deliver to the Trustee, the NIMS Insurer and the Depositor, a
certification or letter agreement, as the case may be, as required pursuant to
Sections 3.04 and 3.06.
Section 3.10 Maintenance of Hazard Insurance.
The Servicer shall cause to be maintained for each Mortgage Loan fire and
hazard insurance with extended coverage as is customary in the area where the
Mortgaged Property is located in an amount which is at least equal to the least
of (i) the amount necessary to fully compensate for any damage or loss to the
improvements which are a part of such property on a replacement cost basis, (ii)
the Principal Balance of the Mortgage Loan, in each case in an amount not less
than such amount as is necessary to prevent the Mortgagor and/or the Mortgagee
from becoming a co-insurer and (iii) the maximum insurable value of the
improvements which are part of the Mortgaged Property. If the Mortgaged Property
is in an area identified in the Federal Register by the Flood Emergency
Management Agency as having special flood hazards
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and flood insurance has been made available, the Servicer will cause to be
maintained a flood insurance policy meeting the requirements of the current
guidelines of the Federal Insurance Administration with a generally acceptable
insurance carrier, in an amount representing coverage not less than the least of
(i) the Principal Balance of the Mortgage Loan, (ii) the maximum insurable value
of the improvements securing such Mortgage Loan or (iii) the maximum amount of
insurance which is available under the National Flood Insurance Act of 1968, as
amended. The Servicer shall also maintain on the REO Properties for the benefit
of the Certificateholders, (x) fire and hazard insurance with extended coverage
in an amount which is at least equal to the lesser of (i) 100% of the maximum
insurable value of the improvements securing the Mortgage Loan and (ii) the
outstanding Principal Balance of the Mortgage Loan at the time it became an REO
Property, (y) public liability insurance and, (z) to the extent required and
available under the National Flood Insurance Act of 1968, as amended, flood
insurance in an amount as provided above. Any amounts collected by the Servicer
under any such policies other than amounts to be deposited in the Escrow Account
and applied to the restoration or repair of the Mortgaged Property or REO
Property, or released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 3.05. It is understood and agreed that no
earthquake or other additional insurance is required to be maintained by the
Servicer or the Mortgagor or maintained on property acquired in respect of the
Mortgage Loan, other than pursuant to such Applicable Regulations as shall at
any time be in force and as shall require such additional insurance. All such
policies shall be endorsed with standard mortgagee clauses with loss payable to
the Servicer and shall provide for at least thirty days prior written notice of
any cancellation, reduction in the amount of or material change in coverage to
the Servicer. The Servicer shall not interfere with the Mortgagor's freedom of
choice in selecting either his insurance carrier or agent, provided, however,
that the Servicer shall not accept any such insurance policies from insurance
companies unless such companies currently reflect a general policy rating of A:X
or better in Best's Key Rating Guide and are licensed to do business in the
state wherein the property subject to the policy is located.
Section 3.11 Maintenance of Mortgage Impairment Insurance Policy.
In the event that the Servicer shall obtain and maintain a blanket policy
issued by an insurer acceptable to Xxxxxx Xxx and Xxxxxxx Mac and that has a
general policy rating of A:X or better in Best's Key Rating Guide insuring
against hazard losses on all of the Mortgage Loans, then, to the extent such
policy provides coverage in an amount equal to the amount required pursuant to
Section 3.10 and otherwise complies with all other requirements of Section 3.10,
it shall conclusively be deemed to have satisfied its obligations as set forth
in Section 3.10, it being understood and agreed that such policy may contain a
deductible clause, in which case the Servicer shall, in the event that there
shall not have been maintained on the related Mortgaged Property or REO Property
a policy complying with Section 3.10, and there shall have been a loss which
would have been covered by such policy, deliver to the Trustee for deposit in
the Distribution Account the amount not otherwise payable under the blanket
policy because of such deductible clause, which amount shall not be reimbursable
to the Servicer from the Trust Fund. In connection with its activities as
servicer of the Mortgage Loans, the Servicer agrees to prepare and present, on
behalf of the Trustee, claims under any such blanket policy in a timely fashion
in accordance with the terms of such policy. Upon request of the Trustee, the
Servicer shall cause to be delivered to the Trustee a certified true copy of
such policy and a statement from the
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insurer thereunder that such policy shall in no event be terminated or
materially modified without thirty days prior written notice to the Trustee.
Section 3.12 Fidelity Bond, Errors and Omissions Insurance.
The Servicer shall maintain, at its own expense, a blanket fidelity bond
(the "Fidelity Bond") and an errors and omissions insurance policy, with broad
coverage with financially responsible companies on all officers, employees or
other persons acting in any capacity with regard to the Mortgage Loans to handle
funds, money, documents and papers relating to the Mortgage Loans. The Fidelity
Bond and errors and omissions insurance shall be in the form of the Mortgage
Banker's Blanket Bond and shall protect and insure the Servicer against losses,
including forgery, theft, embezzlement, fraud, errors and omissions and
negligent acts of such persons. Such Fidelity Bond shall also protect and insure
the Servicer against losses in connection with the failure to maintain any
insurance policies required pursuant to this Agreement and the release or
satisfaction of a Mortgage Loan without having obtained payment in full of the
indebtedness secured thereby. No provision of this Section 3.12 requiring the
Fidelity Bond and errors and omissions insurance shall diminish or relieve the
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 Xxxxxx Mae in the Xxxxxx Xxx MBS
Selling and Servicing Guide or by Xxxxxxx Mac in the Xxxxxxx Mac Servicer's
Guide, unless the Servicer has obtained a waiver of such requirements from
Xxxxxx Mae or Xxxxxxx Mac. Upon request of the Trustee or the NIMS Insurer, the
Servicer shall cause to be delivered to the requesting party a certified true
copy of the Fidelity Bond and errors and omissions insurance policy and a
statement from the surety and the insurer that such Fidelity Bond and errors and
omissions insurance policy shall in no event be terminated or materially
modified without thirty days' prior written notice to the Trustee.
Section 3.13 Title, Management and Disposition of REO Property.
(a) In the event that title to a Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken (pursuant to a limited power of attorney to be provided by the
Trustee to the Servicer) in the name of the Trustee or its nominee, on behalf of
the Certificateholders, or in the event the Trustee is not authorized or
permitted to hold title to real property in the state where the REO Property is
located, or would be adversely affected under the "doing business" or tax laws
of such state by so holding title, the deed or certificate of sale shall be
taken in the name of such Person or Persons as shall be consistent with an
Opinion of Counsel obtained by the Servicer from an attorney duly licensed to
practice law in the state where the REO Property is located. Any Person or
Persons holding such title other than the Trustee shall acknowledge in writing
that such title is being held as nominee for the benefit of the Trustee.
(b) In the event that the Trust Fund acquires any REO Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Servicer shall dispose of such REO Property before the end of the
third taxable year beginning after the year of its acquisition by the Trust Fund
for purposes of Section 860G(a)(8) of the Code unless the Servicer has received
a grant of extension from the Internal Revenue Service of the above-mentioned
grace period such that the holding by the Trust Fund of such REO Property
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subsequent to such period will not: (i) result in the imposition of any tax on
"prohibited transactions" as defined in Section 860F of the Code; (ii) cause any
REO Property to fail to qualify as "foreclosure property" within the meaning of
Section 860G(a)(8) of the Code; or (iii) cause any REMIC constituting any part
of the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to hold
such REO Property.
Subject to compliance with applicable laws and regulations as shall at any
time be in force, and notwithstanding any other provisions of this Agreement, no
REO Property acquired by the Trust Fund shall be rented (or allowed to continue
to be rented) or otherwise used by or on behalf of the Trust Fund in such a
manner or pursuant to any terms that would: (i) cause such REO Property to fail
to qualify as "foreclosure property" within the meaning of Section 860G(a)(8) of
the Code; or (ii) subject any REMIC constituting part of the Trust Fund to the
imposition of any federal or state income taxes on the income earned from such
REO Property, including any taxes imposed by reason of Sections 860F or 860G(c)
of the Code, unless the Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
The Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders and the Trust Fund solely for the purpose of its
prompt disposition and sale in a manner which does not cause such REO Property
to fail to qualify as "foreclosure property" within the meaning of Section
860G(a)(8) of the Code or result in the receipt by the related REMIC of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code, or any "net income from foreclosure property" which is subject to
taxation under the REMIC Provisions. The Servicer shall cause each REO Property
to be inspected promptly upon the acquisition of title thereto and shall cause
each REO Property to be inspected at least annually thereafter. The Servicer
shall make or cause to be made a written or electronic report of each such
inspection. Such reports shall be retained in the Mortgage File and copies
thereof shall be forwarded by the Servicer to the Trustee upon request. The
Servicer shall attempt to sell the same (and may temporarily rent the same) on
such terms and conditions as the Servicer deems to be in the best interest of
the Certificateholders and the Trust Fund.
With respect to each REO Property, the Servicer shall account separately
for each REO Property with respect to all funds collected and received in
connection with the operation of such REO Property.
The Servicer shall deposit or cause to be deposited, on a daily basis,
within one (1) Business Day of receipt, in the Collection Account, all revenues
received with respect to each REO Property and shall withdraw therefrom funds
necessary for the proper operation, management and maintenance of the related
REO Property, including the cost of maintaining any hazard insurance pursuant to
Section 3.10 hereof and the fees of any managing agent acting on behalf of the
Servicer.
The Servicer shall furnish to the Trustee, on each Servicer Remittance
Date, an operating statement for each REO Property covering the operation of
each REO Property for the previous month. Such operating statement shall be
accompanied by such other information as the Trustee shall reasonably request.
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The Servicer shall use its best efforts to dispose of the REO Property as
promptly as is practically consistent with protecting the Certificateholders'
interests.
Each REO Disposition shall be carried out by the Servicer at such price and
upon such terms and conditions as the Servicer deems to be in the best interest
of the Certificateholders. If as of the date title to any REO Property was
acquired by the Servicer there were outstanding unreimbursed Servicing Advances,
Servicing Fees and Advances with respect to the REO Property, the Servicer, upon
an REO Disposition of such REO Property, shall be entitled to reimbursement for
any related unreimbursed Servicing Advances, Servicing Fees and Advances from
proceeds received in connection with such REO Disposition. The proceeds from the
REO Disposition, net of any payment to the Servicer as provided above, shall be
deposited in the Collection Account for transfer to the Distribution Account on
the succeeding Servicer Remittance Date in accordance with Section 3.04(a)(vi).
Any REO Disposition shall be for cash only (unless changes in the REMIC
Provisions made subsequent to the Startup Day allow a sale for other
consideration and an Opinion of Counsel is obtained by the Servicer to the
effect that such sale shall not cause any REMIC constituting part of the Trust
Fund to fail to qualify as a REMIC).
Section 3.14 Due-on-Sale Clauses; Assumption and Substitution Agreements.
When a Mortgaged Property has been or is about to be conveyed by the
Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance
or prospective conveyance, exercise its rights to accelerate the maturity of the
related Mortgage Loan under any "due-on-sale" clause contained in the related
Mortgage or Mortgage Note; provided, however, that the Servicer shall not
exercise any such right if the "due-on-sale" clause, in the reasonable belief of
the Servicer, is not enforceable under applicable law. An Opinion of Counsel of
the Servicer (the costs of which shall constitute a reimbursable Servicing
Advance) delivered to the Trustee, the Depositor and the NIMS Insurer shall
conclusively establish the reasonableness of the Servicer's belief that any
"due-on-sale" clause is not enforceable under applicable law. In such event, the
Servicer shall make reasonable efforts to enter into an assumption and
modification agreement with the Person to whom such property has been or is
about to be conveyed, pursuant to which such Person becomes liable under the
Mortgage Note and, unless prohibited by applicable law or the Mortgage, the
Mortgagor remains liable thereon. If the foregoing is not permitted under
applicable law, the Servicer is authorized to enter into a substitution of
liability agreement with such Person, pursuant to which the original Mortgagor
is released from liability and such Person is substituted as Mortgagor and
becomes liable under the Note; provided that no such substitution will be
permitted unless such person satisfies the underwriting criteria of the Servicer
and has a credit score at least equal to that of the original Mortgagor. The
Mortgage Loan, as assumed, shall conform in all respects to the requirements,
representations and warranties of this Agreement. The Servicer shall not take or
enter into any assumption and modification agreement, however, unless (to the
extent practicable under the circumstances) it shall have received confirmation,
in writing, of the continued effectiveness of any applicable hazard insurance
policy. The Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee the
original copy of such assumption or substitution agreement (indicating the
Mortgage File to which it relates) which copy shall be added by the Trustee to
the related Mortgage File and
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which shall, for all purposes, be considered a part of such Mortgage File to the
same extent as all other documents and instruments constituting a part thereof.
The Servicer shall be responsible for recording any such assumption or
substitution agreements. In connection with any such assumption or substitution
agreement, the Monthly Payment on the related Mortgage Loan shall not be changed
but shall remain as in effect immediately prior to the assumption or
substitution, the stated maturity or outstanding principal amount of such
Mortgage Loan shall not be changed nor shall any required monthly payments of
principal or interest be deferred or forgiven. Any fee collected by the Servicer
for consenting to any such conveyance or entering into an assumption or
substitution agreement shall be retained by or paid to the Servicer as
additional servicing compensation.
Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Mortgage Loan by operation of law or any assumption which the Servicer may be
restricted by law from preventing, for any reason whatsoever. For purposes of
this Section 3.14, the term "assumption" is deemed to include a sale of the
Mortgaged Property subject to the Mortgage that is not accompanied by an
assumption or substitution of liability agreement.
Section 3.15 Notification of Adjustments.
On each Adjustment Date, the Servicer shall make Mortgage Interest Rate
adjustments for each Adjustable-Rate Mortgage Loan in compliance with the
requirements of the related Mortgage and Mortgage Note and Applicable
Regulations. The Servicer shall execute and deliver the notices required by each
Mortgage and Mortgage Note and Applicable Regulations regarding Mortgage
Interest Rate adjustments. Upon the discovery by the Servicer or the Trustee
that the Servicer has failed to adjust or has incorrectly adjusted a Mortgage
Interest Rate or a Monthly Payment pursuant to the terms of the related Mortgage
Note and Mortgage, the Servicer shall deliver to the Trustee for deposit in the
Distribution Account from its own funds the amount of any interest loss caused
thereby without reimbursement therefor; provided, however, the Servicer shall be
held harmless with respect to any Mortgage Interest Rate adjustments made by any
servicer prior to the Servicer.
Section 3.16 [Reserved].
Section 3.17 Trustee to Cooperate; Release of Files.
(a) Upon the payment in full of any Mortgage Loan (including any
liquidation of such Mortgage Loan through foreclosure or otherwise, or the
receipt by the Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes), the Servicer shall deliver to the
Custodian, in written form (with two executed copies) or electronic form, of a
completed "Request for Release" in the form of Exhibit E. Upon receipt of such
Request for Release of Documents, the Trustee shall promptly release or cause
the Custodian to release the related Mortgage File within three (3) Business
Days via overnight mail delivery (at the expense of the Servicer), in trust, to
(i) the Servicer, or (ii) such other party identified in the related Request for
Release. Upon any such payment in full, or the receipt of such notification that
such funds have been placed in escrow, the Trustee hereby authorizes and
empowers the
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Servicer to execute an instrument of satisfaction (or Assignment without
recourse) regarding the Mortgaged Property relating to such Mortgage, which
instrument of satisfaction or Assignment shall be delivered to the Person or
Persons entitled thereto against receipt therefor of payment in full, it being
understood and agreed that no expense incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Collection Account. In lieu of executing any such satisfaction
or assignment, as the case may be, the Servicer may prepare and submit to the
Trustee a satisfaction (or assignment without recourse, if requested by the
Person or Persons entitled thereto) in form for execution by the Trustee with
all requisite information completed by the Servicer; in such event, the Trustee
shall execute and acknowledge such satisfaction or assignment, as the case may
be, and deliver the same with the related Mortgage File, as aforesaid.
(b) From time to time and as appropriate in the servicing of any Mortgage
Loan, including, without limitation, foreclosure or other comparable conversion
of a Mortgage Loan or collection under any insurance policy relating to a
Mortgage Loan, the Trustee shall (except in the case of the payment or
liquidation pursuant to which the related Mortgage File is released to an escrow
agent or an employee, agent or attorney of the Trustee), upon written request of
the Servicer and delivery to the Custodian, in written form (with two executed
copies) or electronic form, of a "Request for Release" in the form of Exhibit E
signed by a Servicing Officer, release or cause the Custodian to release the
related Mortgage File to the Servicer within three (3) Business Days and shall
execute such documents as shall be necessary to the prosecution of any such
proceedings, including, without limitation, an Assignment without recourse of
the related Mortgage to the Servicer. Such receipt shall obligate the Servicer
to return the Mortgage File to the Trustee or the Custodian when the need
therefor by the Servicer no longer exists unless the Mortgage Loan shall be
liquidated, in which case, upon receipt of a Request for Release evidencing such
liquidation, the receipt shall be released by the Trustee or by the Custodian on
behalf of the Trustee to the Servicer.
(c) Subject to Section 3.01, the Servicer shall have the right to accept
applications of Mortgagors for consent to (i) partial releases of Mortgages,
(ii) alterations, (iii) removal, demolition or division of properties subject to
Mortgages, (iv) modifications, and (v) second mortgage subordination agreements.
No application for approval shall be considered by the Servicer unless: (w) it
has received an Opinion of Counsel, addressed to the Trustee (which opinion
shall not be an expense of the Trustee or the Trust Fund) that such sale,
disposition, substitution, acquisition or contribution will not affect adversely
the status of any REMIC constituting part of the Trust Fund as a REMIC or cause
any REMIC constituting part of the Trust Fund to be subject to a tax on
"prohibited transactions" or "contributions" pursuant to the REMIC Provisions;
(x) the provisions of the related Note and Mortgage have been complied with; (y)
the Combined Loan-to-Value Ratio and debt-to-income ratio after any release does
not exceed the maximum Combined Loan-to-Value Ratio and debt-to-income ratio
established in accordance with the underwriting standards of the Mortgage Loans;
and (z) the lien priority of the related Mortgage is not affected. Upon receipt
by the Trustee of a Servicing Officer's certificate setting forth the action
proposed to be taken in respect of a particular Mortgage Loan and certifying
that the criteria set forth in the immediately preceding sentence have been
satisfied, the Trustee shall execute and deliver to the Servicer the consent or
partial release so requested by the Servicer. A proposed form of consent or
partial release, as the case may be,
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shall accompany any Servicing Officer's certificate delivered by the Servicer
pursuant to this paragraph.
Section 3.18 Servicing Compensation.
As compensation for its activities hereunder, the Servicer shall be
entitled to retain the amount of the Servicing Fee with respect to each Mortgage
Loan (including REO Properties). The Servicer shall be entitled to retain
additional servicing compensation in the form of release fees, bad check
charges, assumption fees, modification or extension fees, late payment charges,
prepayment charges that are not Prepayment Charges, Originator Prepayment Charge
Payment Amounts or Servicer Prepayment Charge Payment Amounts, or any other
service-related fees and similar items, to the extent collected from Mortgagors.
The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder (including payment of
premiums for any blanket policy insuring against hazard losses pursuant to
Section 3.11 and the fees and expenses of independent accountants and any agents
appointed by the Servicer), and shall not be entitled to reimbursement therefor
from the Trust Fund except as specifically provided in Section 3.05.
Section 3.19 Annual Statement as to Compliance.
(a) Beginning in 2005, the Servicer, at its own expense, will deliver to
the Trustee, the NIMS Insurer and the Depositor, not later than March 15th of
each calendar year, a Servicing Officer's certificate stating, as to each signer
thereof, that (i) a review of the activities of the Servicer during such
preceding calendar year and of performance under this Agreement has been made
under such officers' supervision, and (ii) to the best of such officers'
knowledge, based on such review, the Servicer has fulfilled all its obligations
under this Agreement for such year, or, if there has been a default in the
fulfillment of all such obligations, specifying each such default known to such
officers and the nature and status thereof including the steps being taken by
the Servicer to remedy such default.
(b) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and their receipt of such shall not constitute
constructive notice of any information contained therein or determinable, from
information contained therein, including the Servicer's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).
Section 3.20 Annual Independent Certified Public Accountants' Reports.
(a) Beginning in 2005, not later than March 15th of each calendar year, the
Servicer, at its expense, shall cause a nationally recognized firm of
independent certified public accountants to furnish to the Trustee, the
Depositor, the NIMS Insurer and each Rating Agency, a report stating that (i) it
has obtained a letter of representation regarding certain matters from the
management of the Servicer which includes an assertion that the Servicer has
complied with certain minimum residential mortgage loan servicing standards,
identified in either the Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America or the Audit Program
for Mortgages serviced by Xxxxxxx Mac, with respect to the servicing of
residential mortgage loans during the most recently completed
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calendar year and (ii) on the basis of an examination conducted by such firm in
accordance with standards established by the American Institute of Certified
Public Accountants, such representation is fairly stated in all material
respects, subject to such exceptions and other qualifications that may be
appropriate. Copies of such statement shall be provided by the Trustee to any
Certificateholder upon request, at the Servicer's expense, provided that such
statement is delivered by the Servicer to the Trustee.
(b) Delivery of such reports, information and documents to the Trustee is
for informational purposes only and their receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Servicer's compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely exclusively
on Officers' Certificates).
Section 3.21 Access to Certain Documentation and Information Regarding the
Mortgage Loans.
(a) The Servicer shall provide to the Depositor, the Trustee,
Certificateholders that are federally insured savings and loan associations, the
Office of Thrift Supervision, the Office of the Comptroller of the Currency, the
FDIC and the supervisory agents and examiners of each of the foregoing (which,
in the case of supervisory agents and examiners, may be required by applicable
state and federal regulations) access to the available documentation regarding
the Mortgage Loans, such access being afforded without charge but only upon
reasonable advance request and during normal business hours at the offices of
the Servicer designated by it.
(b) The Servicer, in its capacity as Originator and Servicer, shall afford
the NIMS Insurer, upon reasonable advance notice, during normal business hours,
access to all records maintained by the Servicer in respect of its rights and
obligations hereunder and access to officers of the Servicer responsible for
such obligations. Upon request, the Servicer shall furnish to the NIMS Insurer
its most recent publicly available financial statements and such other
information relating to its capacity to perform its obligations under this
Agreement.
Section 3.22 [Reserved].
Section 3.23 Obligations of the Servicer in Respect of Compensating
Interest.
Not later than the close of business on each Servicer Remittance Date, the
Servicer shall deliver to the Trustee for deposit in the Distribution Account an
amount ("Compensating Interest") equal to the lesser of (A) the aggregate of the
Prepayment Interest Shortfalls on the Mortgage Loans for the related
Distribution Date resulting from Principal Prepayments in full on the Mortgage
Loans during the related Prepayment Period and (B) its aggregate Servicing Fee
received in the related Collection Period. The Servicer shall apply Compensating
Interest to offset any Prepayment Interest Shortfalls on the Mortgage Loans. The
Servicer shall not have the right to reimbursement for any amounts remitted to
the Trustee in respect of Compensating Interest. Such amounts so remitted shall
be included in the Available Funds and distributed therewith on the next
Distribution Date. The Servicer shall not be obligated to pay Compensating
Interest with respect to Relief Act Interest Shortfalls.
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Section 3.24 Obligations of the Servicer in Respect of Mortgage Interest
Rates and Monthly Payments.
In the event that a shortfall in any collection on or liability with
respect to any Mortgage Loan results from or is attributable to adjustments to
Mortgage Interest Rates, Monthly Payments or Principal Balances that were made
by the Servicer in a manner not consistent with the terms of the related
Mortgage Note, Applicable Regulations and this Agreement, the Servicer, upon
discovery or receipt of notice thereof, immediately shall deliver to the Trustee
for deposit in the Distribution Account from its own funds the amount of any
such shortfall and shall indemnify and hold harmless the Trust Fund, the
Trustee, the Depositor and any successor servicer in respect of any such
liability. Such indemnities shall survive the termination or discharge of this
Agreement. Notwithstanding the foregoing, this Section 3.24 shall not limit the
ability of the Servicer to seek recovery of any such amounts from the related
Mortgagor under the terms of the related Mortgage Note, as permitted by law.
Section 3.25 Investment of Funds in the Collection Account.
(a) The Servicer may direct any depository institution maintaining one or
more Collection Accounts, to invest the funds in such Collection Account in one
or more Eligible Investments bearing interest or sold at a discount, and
maturing, unless payable on demand, (i) no later than the Business Day
immediately preceding the date on which such funds are required to be withdrawn
from such account pursuant to this Agreement, if a Person other than the Trustee
is the obligor thereon, and (ii) no later than the date on which such funds are
required to be withdrawn from such account pursuant to this Agreement, if the
Trustee is the obligor thereon or if such investment is managed or advised by
the Trustee or an Affiliate of the Trustee. All such Eligible Investments shall
be held to maturity, unless payable on demand. Any investment of funds in a
Collection Account shall be made in the name of the Servicer (in its capacity as
such) or the Trustee (only in its capacity as successor servicer). The Trustee
shall be entitled to sole possession (except with respect to investment
direction of funds held in the Collection Accounts) over each such investment
and the income thereon, and any certificate or other instrument evidencing any
such investment shall be delivered directly to the Trustee or its agent,
together with any document of transfer necessary to transfer title to such
investment to the Trustee or its nominee. In the event amounts on deposit in a
Collection Account are at any time invested in an Eligible Investment payable on
demand, the Trustee shall at the direction of the Servicer:
(x) consistent with any notice required to be given thereunder,
demand that payment thereon be made on the last day such Eligible
Investment may otherwise mature hereunder in an amount equal to
the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and
(y) demand payment of all amounts due thereunder promptly upon
determination by a Responsible Officer of the Trustee that such
Eligible Investment would not constitute an Eligible Investment
in respect of funds thereafter on deposit in the Collection
Account.
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(b) All income and gain realized from the investment of funds in the
Collection Account shall be for the benefit of the Servicer. The Servicer shall
deposit in the Collection Account or (to the extent funds in the Escrow Account
are invested if permitted by applicable law) the Escrow Account, as applicable,
from its own funds the amount of any loss incurred in respect of any such
Eligible Investment made with funds in such account immediately upon realization
of such loss. Funds in the Distribution Account shall remain uninvested.
(c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of a payment due under any Eligible Investment, or
if a default occurs in any other performance required under any Eligible
Investment, the Trustee may and, subject to Section 8.01 and Section 8.02, upon
the request of the NIMS Insurer or Holders of Certificates representing more
than 50% of the Voting Rights allocated to any Class of Certificates, shall take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings.
Section 3.26 Liability of Servicer; Indemnification.
Subject to Section 6.03, the Servicer (except the Trustee if it is required
to succeed the Servicer hereunder) indemnifies and holds the Trustee, the
Depositor, the Custodian, the NIMS Insurer and the Trust Fund 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 Depositor, the Custodian, the NIMS Insurer and the Trust Fund may
sustain in any way related to the failure of the Servicer to perform its duties
and service the Mortgage Loans in compliance with the Servicing Standard. The
Servicer shall immediately notify the Trustee, the NIMS Insurer, the Custodian
and the Depositor 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 Servicer shall assume (with the consent
of the Trustee) 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 Servicer, the
Trustee, the Depositor, the Custodian, the NIMS Insurer and/or the Trust Fund in
respect of such claim. The provisions of this Section 3.26 shall survive the
termination of this Agreement and the payment of the outstanding Certificates.
Section 3.27 Reports of Foreclosure and Abandonment of Mortgaged
Properties.
Beginning in 2005, the Servicer shall file the reports of foreclosure and
abandonment of any Mortgaged Property required by Section 6050J of the Code with
the Internal Revenue Service on or before the due date for any such report. Not
later than 90 days following the end of each calendar year, beginning in 2005,
the Servicer will deliver an Officer's Certificate to the Trustee and the NIMS
Insurer certifying its compliance with this Section 3.27. The reports from the
Servicer shall be in form and substance sufficient to meet the reporting
requirements imposed by such Section 6050J.
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Section 3.28 Protection of Assets.
(a) Except for transactions and activities entered into in connection with
the securitization that is the subject of this Agreement, the Trust is not
authorized and has no power to:
(1) borrow money or issue debt;
(2) merge with another entity, reorganize, liquidate or sell assets;
or
(3) engage in any business or activities.
(b) Notwithstanding any prior termination of this Agreement, each party
hereto agrees that, until after one year and one day following the payment in
full of the last of the Certificates issued hereunder, it shall not acquiesce,
petition or otherwise invoke or cause the Depositor or the Trust to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Depositor or the Trust under any federal or state
bankruptcy, insolvency or similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or the Trust or any substantial part of the property of either, or
ordering the winding up or liquidation of the affairs of the Depositor or the
Trust.
Section 3.29 [Reserved].
Section 3.30 No Personal Solicitation.
From and after the Closing Date, the Servicer agrees that it will not take
any action or permit or cause any action to be taken by any of its agents and
Affiliates, or by any independent contractors or independent mortgage brokerage
companies on the Servicer's behalf, to personally, by telephone, mail or
electronic mail, solicit the Mortgagor under any Mortgage Loan for the purpose
of refinancing such Mortgage Loan or make the list of names and addresses of the
Mortgagors available to any third party for any solicitation purposes; provided,
that the Servicer may solicit any Mortgagor for whom the Servicer has received a
request for verification of mortgage, a request for demand for payoff, a
Mortgagor initiated written or verbal communication indicating a desire to
prepay the related Mortgage Loan, or the mortgagor initiates a title search;
provided further, it is understood and agreed that promotions undertaken by the
Servicer or any of its Affiliates which (i) concern optional insurance products
or other additional products or (ii) are directed to the general public at
large, including, without limitation, mass mailings based on commercially
acquired mailing lists, newspaper, radio and television advertisements shall not
constitute solicitation under this Section.
Section 3.31 Periodic Filings.
(a) The Trustee and the Servicer shall reasonably cooperate with the
Depositor in connection with the Trust's satisfying its reporting requirements
under the Exchange Act. Without limiting the generality of the foregoing, the
Trustee shall prepare, or cause to be prepared, on behalf of the Trust any
monthly Current Reports on Form 8-K (each, a "Monthly Form 8-K") and Annual
Reports on Form 10-K (each, a "Form 10-K") customary for
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similar securities as required by the Exchange Act and the rules and regulations
of the Securities and Exchange Commission thereunder, and the Trustee shall sign
(other than any Form 10-K) and file (via the Securities and Exchange
Commission's Electronic Data Gathering and Retrieval System) such Forms on
behalf of the Trust. The Depositor hereby grants to the Trustee a limited power
of attorney to execute and file each such document on behalf of the Depositor.
Such power of attorney shall continue until either the earlier of (i) receipt by
the Trustee from the Depositor of written termination of such power of attorney
and (ii) the termination of the Trust. Notwithstanding the foregoing, the
Depositor shall sign any Form 10-K with respect to which the Depositor signs a
Certification.
(b) Each Monthly Form 8-K shall be filed by the Trustee within 15 days
after each Distribution Date, including a copy of the Distribution Date
Statement for such Distribution Date as an exhibit thereto. Prior to March 30th
of each year (or such earlier date as may be required by the Exchange Act and
the rules and regulations of the Securities and Exchange Commission), the
Trustee shall file a Form 10-K, in substance as required by applicable law or
applicable Securities and Exchange Commission staff interpretations. Such Form
10-K shall include as exhibits the Servicer's annual statement of compliance
described under Section 3.19 and the accountant's report described under Section
3.20, in each case, to the extent they have been timely delivered to the
Trustee. If they are not so timely delivered, the Trustee shall file an amended
Form 10-K (to the extent permissible) including such documents as exhibits
reasonably promptly after they are delivered to the Trustee. The Trustee shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from or relating to the Trustee's inability or
failure to obtain any information not resulting from its own negligence, willful
misconduct or bad faith. The Form 10-K shall also include a certification in the
form attached hereto as Exhibit O (the "Certification"), which shall be signed
by a senior officer of the Depositor in charge of securitization. The Depositor
shall deliver the Certification to the Trustee prior to March 15th of each year
in which a Form 10-K is required to be filed with respect to the Trust. The
Trustee, the Depositor and the Servicer shall reasonably cooperate to enable the
Securities and Exchange Commission requirements with respect to the Trust to be
met in the event that the Securities and Exchange Commission issues additional
interpretive guidelines or promulgates rules or regulations, or in the event of
any other change of law that would require reporting arrangements or the
allocation of responsibilities with respect thereto, as described in this
Section 3.31, to be conducted or allocated in a different manner.
(c) Not later than 15 calendar days prior to the latest date on which the
Form 10-K may be timely filed each year, (i) the Trustee shall sign and deliver
to the Depositor a certification (in the form attached hereto as Exhibit P-1)
for the benefit of the Depositor and its officers, directors and Affiliates
(provided, however, that the Trustee shall not undertake an analysis of the
accountant's report attached as an exhibit to the Form 10-K) and (ii) the
Servicer shall sign and deliver to the Depositor a certification (in the form
attached hereto as Exhibit P-2) for the benefit of the Depositor and its
officers, directors and Affiliates. In addition, (i) the Trustee shall also
indemnify and hold harmless the Depositor, each Person, if any who "controls"
the Depositor within the meaning of the 1933 Act, and its officers, directors
and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon any inaccuracy in the
certification provided by the Trustee pursuant to this Section 3.31(c), any
breach of the Trustee's obligations under this Section 3.31(c) or the Trustee's
negligence, bad
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faith or willful misconduct in connection therewith and (ii) the Servicer shall
indemnify and hold harmless the Depositor, each Person, if any who "controls"
the Depositor within the meaning of the 1933 Act, and its officers, directors
and Affiliates from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of or based upon any inaccuracy in the
certification provided by the Servicer pursuant to this Section 3.31(c), any
breach of the Servicer's obligations under this Section 3.31(c) or the
Servicer's negligence, bad faith or willful misconduct in connection therewith.
If the indemnification provided for herein is unavailable or insufficient to
hold harmless the Depositor , each Person, if any who "controls" the Depositor
within the meaning of the 1933 Act, and its officers, directors and Affiliates,
then (i) the Trustee agrees that it shall contribute to the amount paid or
payable by the Depositor, its officers, directors or Affiliates as a result of
the losses, claims, damages or liabilities of the Depositor, its officers,
directors or Affiliates in such proportion as is appropriate to reflect the
relative fault of the Depositor and its officers, directors and Affiliates on
the one hand and the Trustee on the other in connection with a breach of the
Trustee's obligations under this Section 3.31(c) or the Trustee's negligence,
bad faith or willful misconduct in connection therewith and (ii) the Servicer
agrees that it shall contribute to the amount paid or payable by the Depositor,
its officers, directors or Affiliates as a result of the losses, claims, damages
or liabilities of the Depositor, its officers, directors or Affiliates in such
proportion as is appropriate to reflect the relative fault of the Depositor and
its officers, directors and Affiliates on the one hand and the Servicer on the
other in connection with a breach of the Servicer's obligations under this
Section 3.31(c) or the Servicer's negligence, bad faith or willful misconduct in
connection therewith. The Servicer hereby acknowledges and agrees that the
Depositor and the Trustee are relying on the Servicer's performance of its
obligations under Sections 3.19 and 3.20 in order to perform their respective
obligations under this Section 3.31.
(d) Upon any filing with the Securities and Exchange Commission, the
Trustee shall promptly deliver to the Depositor a copy of any such executed
report, statement or information.
(e) The obligations set forth in paragraphs (a) through (d) of this Section
shall only apply with respect to periods for which the Trustee is obligated to
file reports on Form 8-K or 10-K pursuant to paragraph (b) of this Section.
Prior to January 30th of the first year in which the Trustee is able to do so,
the Trustee shall prepare, execute and file with the Securities and Exchange
Commission a Form 15 Suspension Notification with respect to the Trust, and
thereafter there shall be no further obligations under paragraphs (a) through
(d) of this Section commencing with the calendar year in which the Form 15 is
filed (other than the obligations to be performed in such calendar year that
relate back to the prior calendar year).
(f) If the Securities and Exchange Commission issues additional
interpretative guidance or promulgates additional rules or regulations, or if
other changes in applicable law occur, which would require the reporting
arrangements, or the allocation of responsibilities with respect thereto,
described in this Section 3.31, to be conducted differently than as described,
the Depositor, the Servicer and the Trustee will reasonably cooperate to amend
the provisions of this Section 3.31 in order to comply with such amended
reporting requirements and such amendment of this Section 3.31. Any such
amendment shall be made in accordance with Section 11.01 without the consent of
the Certificateholders, and may result in a change in the reports filed by
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the Trustee on behalf of the Trust under the Exchange Act. Notwithstanding the
foregoing, none of the Depositor, the Servicer or the Trustee shall be obligated
to enter into any amendment pursuant to this Section 3.31 that adversely affects
its obligations and immunities under this Agreement.
Section 3.32 Credit Reporting; Xxxxx-Xxxxx-Xxxxxx Act.
(a) With respect to each Mortgage Loan, the Servicer agrees to fully
furnish, in accordance with Xxxxxx Mae Guide Announcement 95-19 and the Fair
Credit Reporting Act and its implementing regulations, accurate and complete
information (e.g., favorable and unfavorable) on its borrower credit files to
Equifax, Experian and TransUnion Credit Information Company (three of the credit
repositories) on a monthly basis and agrees it shall report one of the following
statuses each month as follows: new origination, current, delinquent (30-, 60-,
90-days, etc.), foreclosed, or charged-off.
(b) The Servicer shall comply with Title V of the Xxxxx-Xxxxx-Xxxxxx Act of
1999 and all applicable regulations promulgated thereunder, relating to the
Mortgage Loans and the related borrowers and shall provide all required notices
thereunder.
ARTICLE IV
FLOW OF FUNDS
Section 4.01 Interest Distributions.
On each Distribution Date, the Trustee shall withdraw from the Distribution
Account the Interest Remittance Amount and apply it in the following order of
priority (based upon the information provided to it in the Remittance Report,
upon which the Trustee may conclusively rely), and the calculations required to
be made by the Trustee, to the extent available:
(i) to the Trustee, the Trustee Fee for such Distribution Date;
(ii) concurrently, to the Class A Certificates, pro rata, the Accrued
Certificate Interest thereon for such Distribution Date;
(iii) concurrently, to the Class A Certificates, pro rata, the
Interest Carry Forward Amount thereon for such Distribution Date;
(iv) to the Class M-1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(v) to the Class M-2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(vi) to the Class M-3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
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(vii) to the Class M-4 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(viii) to the Class M-5 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(ix) to the Class M-6 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(x) to the Class M-7 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date;
(xi) to the Class M-8 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date; and
(xii) the amount, if any, of the Interest Remittance Amount remaining
after application with respect to the priorities set forth above will be
applied as described under Section 4.02(b) hereof.
On any Distribution Date, any shortfalls resulting from Prepayment Interest
Shortfalls (not covered by Compensating Interest) and Relief Act Interest
Shortfalls will be allocated first to reduce the amounts otherwise distributable
to the Class CE Certificates, and thereafter as a reduction to the Accrued
Certificate Interest for the Offered Certificates on a pro rata basis based on
the respective amounts of interest accrued on those Certificates for that
Distribution Date. The holders of the Offered Certificates will not be entitled
to reimbursement of any such Prepayment Interest Shortfalls or Relief Act
Interest Shortfalls following their allocation to such Certificates.
Section 4.02 Distributions of Principal and Monthly Excess Cashflow
Amounts.
(a) On each Distribution Date, the Trustee shall make the following
distributions in the following order of priority (based upon the information
provided to it in the Remittance Report and the calculations required to be made
by the Trustee), to the extent of the Principal Distribution Amount:
(i) before the Stepdown Date or with respect to which a Trigger Event
is in effect, sequentially, as follows:
first, to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
second, to the Class A-2 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
third, to the Class A-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
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fourth, to the Class M-1 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
fifth, to the Class M-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
sixth, to the Class M-3 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
seventh, to the Class M-4 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
eighth, to the Class M-5 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
ninth, to the Class M-6 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
tenth, to the Class M-7 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
eleventh, to the Class M-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
twelfth, any remaining Principal Distribution Amount will be
distributed as part of the Monthly Excess Cashflow Amount as set forth
in Section 4.02(b).
(ii) on or after the Stepdown Date and as long as a Trigger Event is
not in effect:
first, to the Class A-1 Certificates up to the Senior Principal
Distribution Amount, until the Certificate Principal Balance thereof
has been reduced to zero;
second, to the Class A-2 Certificates, up to the Senior Principal
Distribution Amount remaining after priority first above, until the
Certificate Principal Balance thereof has been reduced to zero;
third, to the Class A-3 Certificates, up to the Senior Principal
Distribution Amount remaining after priorities first and second above,
until the Certificate Principal Balance thereof has been reduced to
zero;
fourth, to the Class M-1 Certificates, up to the Class M-1
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
fifth, to the Class M-2 Certificates, up to the Class M-2
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
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sixth, to the Class M-3 Certificates, up to the Class M-3
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
seventh, to the Class M-4 Certificates, up to the Class M-4
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
eighth, to the Class M-5 Certificates, up to the Class M-5
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
ninth, to the Class M-6 Certificates, up to the Class M-6
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
tenth, to the Class M-7 Certificates, up to the Class M-7
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero;
eleventh, to the Class M-8 Certificates, up to the Class M-8
Principal Distribution Amount, until the Certificate Principal Balance
thereof has been reduced to zero; and
twelfth, any remaining Principal Distribution Amount will be
distributed as part of the Monthly Excess Cashflow Amount as set forth
in Section 4.02(b).
(iii) Notwithstanding the distribution priorities set forth in
subsections (i) and (ii) above, on any Distribution Date on which the
aggregate Certificate Principal Balance of the Class M Certificates has
been reduced to zero, all distributions of principal to the Class A
Certificates will be distributed concurrently, on a pro rata basis, to each
outstanding Class of Class M Certificates based on the Certificate
Principal Balance of each such Class.
(b) On each Distribution Date, any Monthly Excess Cashflow Amount shall be
distributed, to the extent available, in the following order of priority on such
Distribution Date:
(i) to pay any remaining Accrued Certificate Interest for such
Distribution Date, pro rata, on the Class A Certificates;
(ii) to pay any Interest Carry Forward Amounts for such Distribution
Date, pro rata, for the Class A Certificates;
(iii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date on the Class M-1 Certificates;
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(iv) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-1 Certificates for such Distribution Date;
(v) to pay the Class M-1 Realized Loss Amortization Amount for such
Distribution Date;
(vi) to pay any remaining unpaid Accrued Certificate Interest for such
Distribution Date on the Class M-2 Certificates;
(vii) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-2 Certificates for such Distribution Date;
(viii) to pay the Class M-2 Realized Loss Amortization Amount for such
Distribution Date;
(ix) to pay any remaining unpaid Accrued Certificate Interest for such
Distribution Date on the Class M-3 Certificates;
(x) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-3 Certificates for such Distribution Date;
(xi) to pay the Class M-3 Realized Loss Amortization Amount for such
Distribution Date;
(xii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date on the Class M-4 Certificates;
(xiii) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-4 Certificates for such Distribution Date;
(xiv) to pay the Class M-4 Realized Loss Amortization Amount for such
Distribution Date;
(xv) to pay any remaining unpaid Accrued Certificate Interest for such
Distribution Date on the Class M-5 Certificates;
(xvi) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-5 Certificates for such Distribution Date;
(xvii) to pay the Class M-5 Realized Loss Amortization Amount for such
Distribution Date;
(xviii) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date on the Class M-6 Certificates;
(xix) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-6 Certificates for such Distribution Date;
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(xx) to pay the Class M-6 Realized Loss Amortization Amount for such
Distribution Date;
(xxi) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date on the Class M-7 Certificates;
(xxii) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-7 Certificates for such Distribution Date;
(xxiii) to pay the Class M-7 Realized Loss Amortization Amount for
such Distribution Date;
(xxiv) to pay any remaining unpaid Accrued Certificate Interest for
such Distribution Date on the Class M-8 Certificates;
(xxv) to pay the remaining Interest Carry Forward Amount, if any, for
the Class M-8 Certificates for such Distribution Date;
(xxvi) to pay the Class M-8 Realized Loss Amortization Amount for such
Distribution Date;
(xxvii) first, to the Class A-1, Class A-2 and Class A-3 Certificates,
pro rata, and then sequentially, to the Class X-0, Xxxxx X-0, Class M-3,
Class M-4, Class M-5, Class M-6, Class M-7 and Class M-8 Certificates, in
that order, any Cap Carryover Amount for each such Class; and
(xxviii) to the Class CE Certificates, up to the Class CE
Distributable Amount for such Distribution Date.
On each Distribution Date, there shall be distributed to the Holder of the
Class R Certificate in respect of the Class R-1 Interest, any remaining amount
in the Distribution Account on such date after the application pursuant to
Sections 4.01, 4.02(a) and 4.02(b)(i)-(xxviii).
(c) On each Distribution Date, the Trustee shall withdraw any amounts then
on deposit in the Distribution Account that represent Prepayment Charges
collected by the Servicer in connection with the Principal Prepayment in full of
any of the Mortgage Loans, any Originator Prepayment Charge Payment Amount or
Servicer Prepayment Charge Payment Amount and shall distribute such amounts to
the Holders of the Class P Certificates. Any such amounts in respect of
Originator Prepayment Charge Payment Amounts or Servicer Prepayment Charge
Payment Amounts shall be treated as having been distributed to the Holders of
the Class P Certificates from the Grantor Trust. Such distributions shall not be
applied to reduce the Certificate Principal Balance of the Class P Certificates.
On the first Distribution Date following the expiration of the latest prepayment
term with respect to the related Mortgage Loans and if funds are available on
such date, the Class P Certificates shall be entitled to its outstanding
Certificate Principal Balance prior to any distributions of Monthly Excess
Cashflow Amounts pursuant to Section 4.02(b) on such Distribution Date.
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(d) Any amounts distributed to the Offered Certificates in respect of
interest pursuant to Sections 4.01(b)(xxvii) which constitute Cap Carryover
Amounts shall first be deemed distributed by REMIC 2 as a distribution to the
Class CE Certificates, and then distributed to the Offered Certificates from the
Grantor Trust as payments on notional principal contracts in the nature of cap
contracts. Any remaining amount with respect to the Class CE Certificates or any
remaining Yield Maintenance Agreement Payments shall be treated as having been
distributed to the Holders of the Class CE Certificates from the Grantor Trust.
(e) On each Distribution Date, Unpaid Realized Loss Amounts on the Class M
Certificates will be reduced by the amount of any Subsequent Recoveries received
during the related Prepayment Period in the same order as Realized Loss
Amortization Amounts are paid to the Class M Certificates pursuant to Section
4.02(b) above.
Section 4.03 Allocation of Losses.
Any Applied Realized Loss Amount for a Distribution Date will be allocated
first against the Class CE Certificates, until the Notional Balance thereof is
reduced to zero and then against the Class X-0, Xxxxx X-0, Class M-6, Class M-5,
Class M-4, Class M-3, Class M-2 and Class M-1 Certificates, in that order and
until the respective Certificate Principal Balances thereof are reduced to zero.
Section 4.04 Method of Distribution.
The Trustee shall make distributions in respect of a Distribution Date to
each Certificateholder of record on the related Record Date (other than as
provided in Section 10.01 respecting the final distribution), in the case of
Certificateholders of the Certificates, by wire transfer in immediately
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Trustee in writing at least five Business Days prior
to the Record Date immediately prior to such Distribution Date and is the
registered owner of such Certificates, or by check mailed by first class mail to
the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Trustee may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Distributions among Certificateholders shall be made in proportion to the
Percentage Interests evidenced by the Certificates held by such
Certificateholders.
Section 4.05 Distributions on Book-Entry Certificates.
Each distribution with respect to a Book-Entry Certificate shall be paid to
the Depository, which shall credit the amount of such distribution to the
accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book-Entry Certificate are to be made by the
Depository and the Depository Participants in accordance with the provisions of
the Certificates. None of the Trustee, the Depositor or the Servicer shall have
any responsibility therefor except as otherwise provided by applicable law.
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Section 4.06 Statements.
(a) On each Distribution Date, based on the Mortgage Loan information
contained in the Remittance Report, the Trustee shall prepare and post on its
website at "xxx.xxxxxxxx.xxx/xxx" a statement (the "Distribution Date
Statement") as to the distributions made on such Distribution Date:
(i) the amount of the distribution made on such Distribution Date to
the Holders of each Class of Certificates allocable to principal,
separately identified and the amount of the distribution made on such
Distribution Date to the Holders of the Class P Certificates allocable to
Prepayment Charges, Originator Prepayment Charge Payment Amounts and
Servicer Prepayment Charge Payment Amounts;
(ii) the amount of the distribution made on such Distribution Date to
the Holders of each Class of Certificates allocable to interest or Class CE
Distributable Amount, separately identified;
(iii) the Overcollateralization Amount, the Overcollateralization
Release Amount, the Overcollateralization Deficiency and the Targeted
Overcollateralization Amount as of such Distribution Date and the Monthly
Excess Interest Amount and Monthly Excess Cashflow Amount for such
Distribution Date;
(iv) the aggregate amount of servicing compensation received by the
Servicer during the related Collection Period;
(v) the aggregate amount of Advances for the related Collection
Period, cumulative unreimbursed Advances and Servicing Advances and
cumulative Nonrecoverable Advances;
(vi) the Pool Balance, at the close of business at the end of the
related Collection Period;
(vii) the number, weighted average remaining term to maturity and
weighted average Mortgage Interest Rate of the Mortgage Loans as of the
related Due Date;
(viii) the number and aggregate unpaid principal balance of Mortgage
Loans (a) 30 to 59 days past due on a contractual basis, (b) 60 to 89 days
past due on a contractual basis, (c) 90 or more days past due on a
contractual basis, (d) as to which foreclosure proceedings have been
commenced and (e) in bankruptcy as of the close of business on the last day
of the calendar month preceding such Distribution Date;
(ix) with respect to any Mortgage Loan that became an REO Property
during the preceding calendar month, the loan number of such Mortgage Loan,
the unpaid Principal Balance of the REO Property as of the close of
business on
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the last Business Day of such calendar month and the Principal Balance of
such Mortgage Loan as of the date it became an REO Property;
(x) the book value of any REO Property as of the close of business on
the last Business Day of the calendar month preceding the Distribution
Date, and, cumulatively, the total number and cumulative principal balance
of all REO Properties as of the close of business of the last day of the
preceding Collection Period;
(xi) the aggregate amount of Principal Prepayments made during the
related Prepayment Period;
(xii) the aggregate amount of Realized Losses incurred during the
related Collection Period and the cumulative amount of Realized Losses;
(xiii) the Certificate Principal Balance of each Class of
Certificates, after giving effect to the distributions, and allocations of
Realized Losses or Applied Realized Loss Amounts, as applicable, made on
such Distribution Date, separately identifying any reduction thereof due to
allocations of Realized Losses or Applied Realized Loss Amounts;
(xiv) the Accrued Certificate Interest in respect of each Class of
Certificates for such Distribution Date and any related Cap Carryover
Amounts, and the respective portions thereof, if any, remaining unpaid
following the distributions made in respect of such Certificates on such
Distribution Date;
(xv) the aggregate amount of any Prepayment Interest Shortfalls for
such Distribution Date, to the extent not covered by payments by the
Servicer pursuant to Section 3.23;
(xvi) the amount of the Trustee Fee paid;
(xvii) the Cap Carryover Amounts distributed on such Distribution
Date, the amounts remaining after giving effect to distributions thereof on
such Distribution Date and the amount of all Cap Carryover Amounts covered
by withdrawals from the Class A Reserve Account, the Class M-1/M-5 Reserve
Account and the Class M-6/M-8 Reserve Account on such Distribution Date;
(xviii) any Overcollateralization Deficiency after giving effect to
the distribution of principal on such Distribution Date;
(xix) whether a Trigger Event has occurred and is continuing, and the
cumulative Realized Losses, as a percentage of the original Pool Balance;
(xx) the Available Funds;
(xxi) the rate at which interest accrues for each Class of
Certificates for such Distribution Date;
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(xxii) the information contained in the Liquidation Report for such
Distribution Date;
(xxiii) the aggregate Principal Balance of Mortgage Loans purchased by
the Originator or the Seller during the related Prepayment Period and
indicating the section of this Agreement requiring or allowing the purchase
of each such Mortgage Loan;
(xxiv) the Mortgage Loan identifying number of each Mortgage Loan with
a Prepayment Charge that was the subject of a Principal Prepayment in full
during the related Collection Period, the Prepayment Charge listed on each
related Mortgage Note and the Prepayment Charge collected, the Servicer
Prepayment Charge Payment Amount paid by the Servicer or the Originator
Prepayment Charge Payment Amount paid by the Originator with respect to
each such Mortgage Loan; and
(xxv) the amount of Subsequent Recoveries received during the related
Prepayment Period.
The Trustee may fully rely upon and shall have no liability with respect to
information with respect to the Mortgage Loans provided by the Servicer.
In the case of information furnished pursuant to subclauses (i), (ii) and
(xiii) above, the amounts shall be expressed in a separate section of the report
as a dollar amount for each Class for each $1,000 original dollar amount as of
the Cut-off Date.
(b) Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish to the NIMS Insurer and each Person who at any time
during the calendar year was a Certificateholder of a Regular Certificate, if
requested in writing by such Person, such information as is reasonably necessary
to provide to such Person a statement containing the information set forth in
subclauses (i), (ii), (xiv) and (xvii) above, aggregated for such calendar year
or applicable portion thereof during which such Person was a Certificateholder.
Such obligation of the Trustee shall be deemed to have been satisfied to the
extent that substantially comparable information shall be prepared and furnished
by the Trustee to Certificateholders pursuant to any requirements of the Code as
are in force from time to time.
(c) On each Distribution Date, the Trustee shall make available to the
Class R Certificateholder a copy of the reports made available to the Regular
Certificateholders in respect of such Distribution Date with such other
information as the Trustee deems necessary or appropriate. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be prepared and furnished to Class R
Certificateholder by the Trustee pursuant to any requirements of the Code as
from time to time in force.
Section 4.07 Remittance Reports; Advances.
(a) On the second Business Day following each Determination Date but in no
event later than the 20th day of each month (or if such 20th day is not a
Business Day,
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the preceding Business Day), the Servicer shall deliver to the Trustee and the
NIMS Insurer by telecopy (or by such other means as the Servicer, the NIMS
Insurer and the Trustee may agree from time to time) a Remittance Report with
respect to the related Distribution Date. On the same date, the Servicer shall
electronically forward to the Trustee in such medium as may be agreed between
the Servicer and the Trustee the information set forth in such Remittance Report
with respect to the related Distribution Date and such information reasonably
available to the Servicer necessary in order for the Trustee to perform the
calculations necessary to make the distributions contemplated by Section 4.01,
4.02 and 4.03 and to prepare the Distribution Date Statement. The Trustee shall
not be responsible to recompute, recalculate or verify any information provided
to it by the Servicer.
(b) The amount of Advances to be made by the Servicer for any Distribution
Date shall equal, subject to Section 4.07(d), the sum of (i) the aggregate
amount of Monthly Payments (net of the related Servicing Fee), due during the
related Collection Period in respect of the Mortgage Loans, which Monthly
Payments were delinquent on a contractual basis as of the close of business on
the related Determination Date and (ii) with respect to each REO Property, which
REO Property was acquired during or prior to the related Collection Period and
as to which REO Property an REO Disposition did not occur during the related
Collection Period, an amount equal to the excess, if any, of the REO Imputed
Interest on such REO Property for such Collection Period, over the net income
from such REO Property transferred to the Distribution Account pursuant to
Section 3.13 for distribution on such Distribution Date. With respect to Balloon
Mortgage Loans, the Servicer will not make an Advance of a delinquent Balloon
Payment but will instead advance an assumed monthly payment that would have been
due on the related Due Date based on the original principal amortization
schedule for such Balloon Mortgage Loan. With respect to Mortgage Loans that
provide for interest only Monthly Payments during an initial interest-only
period of the Mortgage Loan, generally ranging from 24 months to 60 months
following origination (each, an "Interest Only Mortgage Loan"), the Servicer
will be obligated to make Advances of scheduled interest during the interest
only period of such Mortgage Loans and Advances of scheduled principal and
interest thereafter.
On or before 1:00 p.m. New York time on the Servicer Remittance Date, the
Servicer shall remit in immediately available funds to the Trustee for deposit
in the Distribution Account an amount equal to the aggregate amount of Advances,
if any, to be made in respect of the Mortgage Loans for the related Distribution
Date either (i) from its own funds or (ii) from the Collection Account, to the
extent of funds held therein for future distribution (in which case it will
cause to be made an appropriate entry in the records of the Collection Account
that amounts held for future distribution have been, as permitted by this
Section 4.07, used by the Servicer in discharge of any such Advance) or (iii) in
the form of any combination of (i) and (ii) aggregating the total amount of
Advances to be made by the Servicer with respect to the Mortgage Loans. Any
amounts held for future distribution and so used shall be appropriately
reflected in the Servicer's records and replaced by the Servicer by deposit in
the Collection Account on or before any future Servicer Remittance Date to the
extent that the Available Funds for the related Distribution Date (determined
without regard to Advances to be made on the Servicer Remittance Date) shall be
less than the total amount that would be distributed to the Classes of
Certificateholders pursuant to Section 4.01 and 4.02 on such Distribution Date
if such amounts held for future distributions had not been so used to make
Advances. The Trustee will provide notice to the Servicer and NIMS Insurer by
telecopy by the close of business on any Servicer
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Remittance Date in the event that the amount remitted by the Servicer to the
Trustee on such date is less than the Advances required to be made by the
Servicer for the related Distribution Date, as set forth in the related
Remittance Report.
(c) The obligation of the Servicer to make such Advances is mandatory,
notwithstanding any other provision of this Agreement but subject to (d) below,
and, with respect to any Mortgage Loan, shall continue until the earlier of such
time as such Mortgage Loan is paid in full by the Mortgagor or disposed of by
the Trust, or until the recovery of all Liquidation Proceeds thereon.
(d) Notwithstanding anything herein to the contrary, no Advance or
Servicing Advance shall be required to be made hereunder by the Servicer if such
Advance would, if made, constitute a Nonrecoverable Advance. The determination
by the Servicer that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced
by an Officers' Certificate of the Servicer delivered to the Depositor, the NIMS
Insurer and the Trustee. The Trustee shall be entitled to conclusively rely upon
any such determination by the Servicer.
Section 4.08 REMIC Distributions.
(a) On each Distribution Date, the Trustee shall cause in the following
order of priority, the following amounts to be distributed by REMIC 1 to REMIC 2
on account of the REMIC 1 Regular Interests or withdrawn from the Distribution
Account and distributed to the Holders of the Class R Certificates (in respect
of the Class R-1 Interest), as the case may be:
(i) to Holders of REMIC 1 Regular Interest LT1AA, REMIC 1 Regular
Interest LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular Interest
LT1A3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2,
REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1
Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular
Interest LT1M7, REMIC 1 Regular Interest LT1M8, REMIC 1 Regular Interest
LT1P and REMIC 1 Regular Interest LT1ZZ, pro rata, in an amount equal to
(A) the Uncertificated Accrued Interest for such Distribution Date, plus
(B) any amounts in respect thereof remaining unpaid from previous
Distribution Dates. Amounts payable as Uncertificated Accrued Interest in
respect of REMIC 1 Regular Interest LT1ZZ shall be reduced and deferred
when the REMIC 1 Overcollateralized Amount is less than the REMIC 1
Overcollateralization Target Amount, by the lesser of (x) the amount of
such difference and (y) the Maximum LT1ZZ Uncertificated Accrued Interest
Deferral Amount and such amount will be payable to the Holders of REMIC 1
Regular Interest LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular
Interest LT1A3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest
LT1M2, REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4,
REMIC 1 Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1
Regular Interest LT1M7 and REMIC 1 Regular Interest LT1M8 in the same
proportion as the Overcollateralization Deficiency is allocated to the
Corresponding Certificates;
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(ii) to the Holders of REMIC 1 Regular Interests, in an amount equal
to the remainder of the Available Funds for such Distribution Date after
the distributions made pursuant to clause (i) above, allocated as follows:
(1) to REMIC 1 Regular Interest LT1AA, 98.00% of such remainder,
until the Uncertificated Principal Balance of such Uncertificated
REMIC 1 Regular Interest is reduced to zero provided, however, that
REMIC 1 Regular Interest LT1P shall not be reduced until the
Distribution Date immediately following the expiration of the latest
Prepayment Charge or any Distribution Date thereafter, at which point
such amount shall be distributed to REMIC 1 Regular Interest LT1P,
until $100 has been distributed pursuant to this clause;
(2) to REMIC 1 Regular Interest LT1A1, REMIC 1 Regular Interest
LT1A2, REMIC 1 Regular Interest LT1A3, REMIC 1 Regular Interest LT1M1,
REMIC 1 Regular Interest LT1M2, REMIC 1 Regular Interest LT1M3, REMIC
1 Regular Interest LT1M4, REMIC 1 Regular Interest LT1M5, REMIC 1
Regular Interest LT1M6, REMIC 1 Regular Interest LT1M7 and REMIC 1
Regular Interest LT1M8, 1.00% of such remainder, in the same
proportion as principal payments are allocated to the Corresponding
Certificates, until the Uncertificated Principal Balances of such
REMIC 1 Regular Interests are reduced to zero; then
(3) to REMIC 1 Regular Interest LT1ZZ, 1.00% of such remainder,
until the Uncertificated Principal Balance of such REMIC 1 Regular
Interest is reduced to zero;
(4) any remaining amount to the Holders of the Class R
Certificates (in respect of the Class R-1 Interest):
provided, however, that (i) 98.00% and (ii) 2.00% of any principal payments that
are attributable to an Aggregate Overcollateralization Release Amount shall be
allocated to (i) REMIC 1 Regular Interest LT1AA and REMIC 1 Regular Interest
LT1P and (ii) REMIC 1 Regular Interest LT1ZZ, respectively; and
(b) The Trustee shall cause the following allocation of losses:
(i) The aggregate amount of any Prepayment Interest Shortfalls and the
aggregate amount of any Relief Act Interest Shortfalls incurred in respect
of the Mortgage Loans for any Distribution Date shall be allocated first,
to Uncertificated Accrued Interest payable to (i) REMIC 1 Regular Interest
LT1AA and REMIC 1 Regular Interest LT1P and (ii) and REMIC 1 Regular
Interest LT1ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss
Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC 1
Regular Interest LT1A1, REMIC 1 Regular Interest LT1A2, REMIC 1 Regular
Interest
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LT1A3, REMIC 1 Regular Interest LT1M1, REMIC 1 Regular Interest LT1M2,
REMIC 1 Regular Interest LT1M3, REMIC 1 Regular Interest LT1M4, REMIC 1
Regular Interest LT1M5, REMIC 1 Regular Interest LT1M6, REMIC 1 Regular
Interest LT1M7, REMIC 1 Regular Interest LT1M8 and REMIC 1 Regular Interest
LT1ZZ pro rata based on, and to the extent of, one month's interest at the
then applicable respective Uncertificated REMIC 1 Pass-Through Rate on the
respective Uncertificated Principal Balance of each such REMIC 1 Regular
Interest;
(ii) All Realized Losses on the Mortgage Loans shall be allocated by
the Trustee on each Distribution Date to the following REMIC 1 Regular
Interests in the specified percentages, as follows: first, to
Uncertificated Accrued Interest payable to (i) REMIC 1 Regular Interest
LT1AA and REMIC 1 Regular Interest LT1P and (ii) REMIC 1 Regular Interest
LT1ZZ up to an aggregate amount equal to the REMIC 1 Interest Loss
Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
Principal Balances of REMIC 1 Regular Interest LT1AA and REMIC 1 Regular
Interest LT1ZZ up to an aggregate amount equal to the REMIC 1 Principal
Loss Allocation Amount, 98% and 2%, respectively; third, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M8 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M8 has been reduced to zero; fourth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M7 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M7 has been reduced to zero; fifth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M6 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M6 has been reduced to zero; sixth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M5 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M5 has been reduced to zero; seventh, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M4 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M4 has been reduced to zero; eighth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M3 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M3 has been reduced to zero; ninth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M2 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%, respectively, until the Uncertificated Principal Balance of REMIC 1
Regular Interest LT1M2 has been reduced to zero; and tenth, to the
Uncertificated Principal Balances of REMIC 1 Regular Interest LT1AA, REMIC
1 Regular Interest LT1M1 and REMIC 1 Regular Interest LT1ZZ, 98%, 1% and
1%,
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respectively, until the Uncertificated Principal Balance of REMIC 1 Regular
Interest LT1M1 has been reduced to zero; and
(c) On each Distribution Date, all amounts representing Prepayment Charges
will be distributed from REMIC 1 to the holder of the Class P Certificate. Such
amount shall not reduce the Certificate Balance of the Class P Certificates
(d) Notwithstanding anything to the contrary contained herein, the above
distributions in this Section 4.08 (other than on the Certificates) are deemed
distributions, and distributions of funds from the Distribution Account shall be
made only in accordance with Sections 4.01 and 4.02 hereof.
ARTICLE V
THE CERTIFICATES Section 5.01 The Certificates.
Each of the Class A-1, Class X-0, Xxxxx X-0, Class M-1, Class M-2, Class
M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8, Class CE, Class P
and Class R Certificates shall be substantially in the forms annexed hereto as
exhibits, and shall, on original issue, be executed by the Trustee and
authenticated and delivered by the Certificate Registrar to or upon the receipt
of a Written Order to Authenticate from the Depositor concurrently with the sale
and assignment to the Trustee of the Trust Fund. Each Class of the Offered
Certificates shall be initially evidenced by one or more Certificates
representing a Percentage Interest with a minimum dollar denomination of $25,000
and integral multiples of $1 in excess thereof. The Class P Certificates shall
be initially evidenced by one or more Certificates representing a Percentage
Interest with a minimum dollar denomination of $20 and integral multiples of $20
in excess thereof. The Class CE Certificates are issuable only in minimum
Percentage Interests of 10%. The Class R Certificate is issuable only as a
single certificate.
The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature on behalf of the Trustee by a Responsible Officer.
Certificates bearing the manual or facsimile signatures of individuals who were,
at the time when such signatures were affixed, authorized to sign on behalf of
the Trustee shall bind the Trust, notwithstanding that such individuals or any
of them have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificate. No Certificate shall be entitled to any benefit under this
Agreement or be valid for any purpose, unless such Certificate shall have been
manually authenticated by the Certificate Registrar substantially in the form
provided for herein, and such authentication upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. Subject to Section 5.02(c), the Offered Certificates
shall be Book-Entry Certificates. The Class CE, Class P and Class R Certificates
shall not be Book-Entry Certificates but shall be issued in fully registered
certificate form.
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Section 5.02 Registration of Transfer and Exchange of Certificates.
(a) The Certificate Registrar shall cause to be kept at the Corporate Trust
Office of the Trustee a Certificate Register in which, subject to such
reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided. The Trustee shall initially serve as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Trustee as Certificate
Registrar shall be subject to the same standards of care, limitations on
liability and rights to indemnity as the Trustee, and the provisions of Sections
8.01, 8.02, 8.03, 8.04, 8.05, 8.14 and 8.15 shall apply to the Certificate
Registrar to the same extent as they apply to the Trustee. Any Certificate
Registrar appointed in accordance with this Section 5.02(a) may at any time
resign by giving at least 30 days' advance written notice of resignation to the
Trustee, the Servicer and the Depositor, such resignation to become effective
upon appointment of a successor Certificate Registrar.
Upon surrender for registration of transfer of any Certificate at any
office or agency of the Certificate Registrar maintained for such purpose
pursuant to the foregoing paragraph and, in the case of the Class R Certificate,
upon satisfaction of the conditions set forth below, the Trustee on behalf of
the Trust shall execute and the Certificate Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Certificates of the same aggregate Percentage Interest.
At the option of the Certificateholders, Certificates may be exchanged for
other Certificates in authorized denominations and the same aggregate Percentage
Interests, upon surrender of the Certificates to be exchanged at any such office
or agency. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute on behalf of the Trust and the Certificate Registrar shall
authenticate and deliver the Certificates which the Certificateholder making the
exchange is entitled to receive. Every Certificate presented or surrendered for
registration of transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer satisfactory to the Trustee and the Certificate Registrar
duly executed by, the Holder thereof or his attorney duly authorized in writing.
(b) Upon original issuance, the Book-Entry Certificates shall be issued in
the form of one or more typewritten certificates, to be delivered to the
Depository, the initial Depository, by, or on behalf of, the Depositor; or to,
and deposited with the Certificate Custodian, on behalf of the Depository, if
directed to do so pursuant to instructions from the Depository. Except as
provided in paragraph (c) below, the Book-Entry Certificates shall at all times
remain registered in the name of the Depository or its nominee and at all times:
(i) registration of such Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain book-entry
records with respect to the Certificate Owners and with respect to ownership and
transfers of such Certificates; (iii) ownership and transfers of registration of
such Certificates on the books of the Depository shall be governed by applicable
rules established by the Depository; (iv) the Depository may collect its usual
and customary fees, charges and expenses from its Depository Participants; (v)
the Trustee shall for all purposes deal with the Depository as representative of
the Certificate Owners of the Certificates for purposes of exercising the rights
of Holders under this Agreement, and requests
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and directions for and votes of such representative shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; (vi)
the Trustee may rely and shall be fully protected in relying upon information
furnished by the Depository with respect to its Depository Participants and
furnished by the Depository Participants with respect to indirect participating
firms and Persons shown on the books of such indirect participating firms as
direct or indirect Certificate Owners; and (vii) the direct participants of the
Depository shall have no rights under this Agreement under or with respect to
any of the Certificates held on their behalf by the Depository, and the
Depository may be treated by the Trustee and its agents, employees, officers and
directors as the absolute owner of the Certificates for all purposes whatsoever.
All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owners. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners
that it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures. The parties hereto are
hereby authorized to execute a Letter of Representations with the Depository or
take such other action as may be necessary or desirable to register a Book-Entry
Certificate to the Depository. In the event of any conflict between the terms of
any such Letter of Representation and this Agreement, the terms of this
Agreement shall control.
(c) If the Depository advises the Trustee in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as
Depository and the Trustee or the Depositor is unable to locate a qualified
successor. Upon surrender to the Certificate Registrar of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration, the Trustee shall, at the Trust's expense,
execute on behalf of the Trust and the Certificate Registrar shall authenticate
definitive, fully registered certificates (the "Definitive Certificates"). None
of the Depositor or the Trustee shall be liable for any delay in delivery of
such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Certificates, the
Trustee, the Certificate Registrar, the Servicer, any Paying Agent and the
Depositor shall recognize the Holders of the Definitive Certificates as
Certificateholders hereunder.
(d) Except with respect to a transfer of the Private Certificates between
or among the Depositor, the Seller, their affiliates or both, no transfer, sale,
pledge or other disposition of any Private Certificate shall be made unless such
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended (the "1933 Act"), and any applicable state securities laws
or is made in accordance with the 1933 Act and laws. In the event of any such
transfer, (i) unless such transfer is made in reliance upon Rule 144A (as
evidenced by the investment letter delivered to the Certificate Registrar, in
substantially the form attached hereto as Exhibit J) under the 1933 Act, the
Certificate Registrar and the Depositor shall require a written Opinion of
Counsel (which may be in-house counsel) acceptable to and in form and substance
reasonably satisfactory to the Certificate Registrar and the Depositor that such
transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from the 1933 Act or is being made pursuant to
the 1933 Act, which Opinion of Counsel shall not be an expense of the
Certificate Registrar or the Depositor or (ii) the Certificate Registrar shall
require the transferor to execute a transferor certificate (in substantially the
form attached hereto as Exhibit L) and the transferee to execute an investment
letter (in substantially
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the form attached hereto as Exhibit J) acceptable to and in form and substance
reasonably satisfactory to the Depositor and the Certificate Registrar
certifying to the Depositor and the Certificate Registrar the facts surrounding
such transfer, which investment letter shall not be an expense of the
Certificate Registrar or the Depositor. The Holder of a Private Certificate
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Certificate Registrar and the Depositor against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws.
No transfer of an ERISA-Restricted Certificate shall be made unless the
Certificate Registrar shall have received either (i) a representation from the
transferee of such Certificate, acceptable to and in form and substance
satisfactory to the Certificate Registrar and the Depositor (such requirement is
satisfied only by the Certificate Registrar's receipt of a representation letter
from the transferee substantially in the form of Exhibit I hereto, as
appropriate), to the effect that such transferee is not an employee benefit plan
or arrangement subject to Section 406 of ERISA, a plan subject to Section 4975
of the Code or a plan subject to any federal, state or local law ("Similar Law")
materially similar to the foregoing provisions of ERISA or the Code, nor a
person acting on behalf of any such plan or arrangement nor using the assets of
any such plan or arrangement to effect such transfer or (ii) (except in the case
of a Class R, Class P or Class CE Certificate) if the purchaser is an insurance
company, a representation that the purchaser is an insurance company which is
purchasing such Certificates with funds contained in an "insurance company
general account" (as such term is defined in Section V(e) of Prohibited
Transaction Class Exemption 95-60 ("PTCE 95-60") and that the purchase and
holding of such Certificates are covered under Sections I and III of PTCE 95-60
or (iii) (except in the case of the Class R Certificate) in the case of any such
ERISA Restricted Certificate presented for registration in the name of an
employee benefit plan subject to ERISA or a plan or arrangement subject to
Section 4975 of the Code (or comparable provisions of any subsequent
enactments), or a trustee of any such plan or any other person acting on behalf
of any such plan or arrangement or using such plan's or arrangement's assets, an
Opinion of Counsel satisfactory to the Certificate Registrar, to the effect that
the purchase or holding of such ERISA Restricted Certificate will not constitute
or result in a non-exempt prohibited transaction within the meaning of ERISA,
Section 4975 of the Code or Similar Law and will not subject the Depositor, the
Servicer, the Trustee, the NIMS Insurer or the Certificate Registrar to any
obligation in addition to those expressly undertaken in this Agreement or to any
liability. For purposes of clause (i) of the preceding sentence, such
representation shall be deemed to have been made to the Certificate Registrar by
the acceptance by a Certificate Owner of the beneficial interest in any such
Class of ERISA-Restricted Certificates, unless the Certificate Registrar shall
have received from the transferee an alternative representation acceptable in
form and substance to the Depositor. Notwithstanding anything else to the
contrary herein, any purported transfer of an ERISA-Restricted Certificate to or
on behalf of an employee benefit plan subject to ERISA, Section 4975 of the Code
or Similar Law without the delivery to the Certificate Registrar of an Opinion
of Counsel satisfactory to the Certificate Registrar as described above shall be
void and of no effect. Any representations required to be made in subsection (i)
and (ii) above in the case of an ERISA-Restricted Certificate which is also a
Book-Entry Certificate shall be deemed to have been made by the acquisition of
such Certificate.
Each Person who has or who acquires any Ownership Interest in the Class R
Certificate shall be deemed by the acceptance or acquisition of such Ownership
Interest to have
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agreed to be bound by the following provisions and to have irrevocably appointed
the Depositor or its designee as its attorney-in-fact to negotiate the terms of
any mandatory sale under clause (v) below and to execute all instruments of
transfer and to do all other things necessary in connection with any such sale,
and the rights of each Person acquiring any Ownership Interest in the Class R
Certificate are expressly subject to the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in the
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Certificate Registrar of any change or impending change in its
status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in the Class R
Certificate unless such Ownership Interest is a pro rata undivided
interest.
(iii) In connection with any proposed transfer of any Ownership
Interest in the Class R Certificate, the Certificate Registrar shall as a
condition to registration of the transfer, require delivery to it, in form
and substance satisfactory to it, of each of the following:
(A) an affidavit in the form of Exhibit K hereto from the proposed
transferee to the effect that, among other things, such transferee is a
Permitted Transferee and that it is not acquiring its Ownership Interest in the
Class R Certificate that is the subject of the proposed transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee; and
(B) a covenant of the proposed transferee to the effect that the proposed
transferee agrees to be bound by and to abide by the transfer restrictions
applicable to the Class R Certificate.
(iv) Any attempted or purported transfer of any Ownership Interest in
the Class R Certificate in violation of the provisions of this Section
shall be absolutely null and void and shall vest no rights in the purported
transferee. If any purported transferee shall, in violation of the
provisions of this Section, become the Holder of the Class R Certificate,
then the prior Holder of such Class R Certificate that is a Permitted
Transferee shall, upon discovery that the registration of transfer of such
Class R Certificate was not in fact permitted by this Section, be restored
to all rights as Holder thereof retroactive to the date of registration of
transfer of such Class R Certificate. The Certificate Registrar shall be
under no liability to any Person for any registration of transfer of the
Class R Certificate that is in fact not permitted by this Section or for
making any distributions due on such Class R 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 Certificate Registrar received
the documents specified in clause (iii). The Trustee shall be entitled to
recover from any Holder of the Class R Certificate that was in fact not a
Permitted Transferee at the time such distributions were made all
distributions made on such Class R Certificate. Any such distributions so
recovered by the Trustee shall be distributed and delivered
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by the Trustee to the prior Holder of such Class R Certificate that is a
Permitted Transferee.
(v) If any Person other than a Disqualified Organization acquires any
Ownership Interest in the Class R Certificate in violation of the
restrictions in this Section, then the Certificate Registrar shall have the
right but not the obligation, without notice to the Holder of the Class R
Certificate or any other Person having an Ownership Interest therein, to
notify the Depositor to arrange for the sale of the Class R Certificate.
The proceeds of such sale, net of commissions (which may include
commissions payable to the Depositor or its Affiliates in connection with
such sale), expenses and taxes due, if any, will be remitted by the Trustee
to the previous Holder of the Class R Certificate that is a Permitted
Transferee, except that in the event that the Trustee determines that the
Holder of the Class R Certificate may be liable for any amount due under
this Section or any other provisions of this Agreement, the Trustee may
withhold a corresponding amount from such remittance as security for such
claim. The terms and conditions of any sale under this clause (v) shall be
determined in the sole discretion of the Trustee and it shall not be liable
to any Person having an Ownership Interest in the Class R Certificate as a
result of its exercise of such discretion.
(vi) If any Person other than a Permitted Transferee acquires any
Ownership Interest in the Class R Certificate in violation of the
restrictions in this Section, then the Trustee will provide to the Internal
Revenue Service, and to the persons specified in Sections 860E(e)(3) and
(6) of the Code, information needed to compute the tax imposed under
Section 860E(e)(5) of the Code on transfers of residual interests to
disqualified organizations. The Trustee shall be entitled to reasonable
compensation for providing such information from the person to whom it is
provided.
The foregoing provisions of this Section shall cease to apply to transfers
occurring on or after the date on which there shall have been delivered to the
Certificate Registrar, in form and substance satisfactory to the Certificate
Registrar, (i) written notification from each Rating Agency that the removal of
the restrictions on Transfer set forth in this Section will not cause such
Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion of
Counsel to the effect that such removal will not cause any REMIC created
hereunder to fail to qualify as a REMIC.
(e) No service charge shall be made for any registration of transfer or
exchange of Certificates of any Class, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.
All Certificates surrendered for registration of transfer or exchange shall
be cancelled by the Certificate Registrar and disposed of pursuant to its
standard procedures.
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Section 5.03 Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar or the Certificate Registrar receives evidence to its satisfaction of
the destruction, loss or theft of any Certificate and (ii) there is delivered to
the Trustee, the Depositor, the NIMS Insurer and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute on behalf of the Trust, and the Certificate Registrar shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like tenor and Percentage Interest.
Upon the issuance of any new Certificate under this Section, the Trustee or the
Certificate Registrar may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Trustee and the
Certificate Registrar) in connection therewith. Any duplicate Certificate issued
pursuant to this Section, shall constitute complete and indefeasible evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.
Section 5.04 Persons Deemed Owners.
The Servicer, the Depositor, the NIMS Insurer, the Trustee, the Certificate
Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
NIMS Insurer, the Certificate Registrar, any Paying Agent or the Trustee may
treat the Person, including a Depository, in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 4.01 and 4.02 and for all other purposes
whatsoever, and none of the Servicer, the Trust, the NIMS Insurer, the Trustee
nor any agent of any of them shall be affected by notice to the contrary.
Section 5.05 Appointment of Paying Agent.
The Paying Agent shall make distributions to Certificateholders from the
Distribution Account pursuant to Section 4.01 and 4.02 and shall report the
amounts of such distributions to the Trustee. The duties of the Paying Agent may
include the obligation to distribute statements and provide information to
Certificateholders as required hereunder. The Paying Agent hereunder shall at
all times be an entity duly incorporated and validly existing under the laws of
the United States of America or any state thereof, authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authorities. The Paying Agent shall initially be the Trustee.
The Trustee may appoint a successor to act as Paying Agent, which appointment
shall be reasonably satisfactory to the Depositor, the NIMS Insurer and the
Rating Agencies. The Trustee as Paying Agent shall be subject to the same
standards of care, limitations on liability and rights to indemnity as the
Trustee, and the provisions of Sections 8.01, 8.02, 8.03, 8.04, 8.05, 8.14 and
8.15 shall apply to the Paying Agent to the same extent as they apply to the
Trustee. Any Paying Agent appointed in accordance with this Section 5.05 may at
any time resign by giving at least 30 days' advance written notice of
resignation to the Trustee, the Servicer, the NIMS Insurer and the Depositor,
such resignation to become effective upon appointment of a successor Paying
Agent.
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ARTICLE VI
THE SERVICER AND THE DEPOSITOR
Section 6.01 Liability of the Servicer and the Depositor.
The Servicer shall be liable in accordance herewith only to the extent of
the obligations specifically imposed upon and undertaken by the Servicer herein.
The Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically imposed upon and undertaken by the Depositor.
Section 6.02 Merger or Consolidation of, or Assumption of the Obligations
of, the Servicer or the Depositor.
Any entity into which the Servicer or the Depositor may be merged or
consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Servicer or the Depositor shall be a party, or any
corporation succeeding to the business of the Servicer or the Depositor, shall
be the successor of the Servicer or the Depositor, as the case may be,
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding; provided, however, that the successor servicer shall satisfy
all the requirements of Section 7.02 with respect to the qualifications of a
successor servicer.
Section 6.03 Limitation on Liability of the Servicer and Others.
None of the Depositor, the Servicer, or any directors, officers, employees
or agents of the Depositor or the Servicer shall be under any liability to the
Trust 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
or the Servicer or any such Person against any liability which would otherwise
be imposed by reason of any breach of representations or warranties made by such
party herein or against any specific liability imposed on the Servicer for a
breach of the Servicing Standard and/or this Agreement, or against any liability
that would otherwise be imposed by reason of its respective willful misfeasance,
bad faith, fraud or negligence in the performance of its duties or by reason of
its negligent disregard of its respective obligations and duties hereunder;
provided, further, that this provision shall not be construed to entitle the
Servicer to indemnity in the event that amounts advanced by the Servicer to
retire any senior lien exceed Liquidation Proceeds (in excess of related
liquidation expenses) realized with respect to the related Mortgage Loan. The
Depositor, the Servicer and any director, officer, employee or agent of the
Depositor or the Servicer, may rely in good faith on any document of any kind
which, prima facie, is properly executed and submitted by any appropriate Person
with respect to any matters arising hereunder. The Depositor, the Servicer and
any director, officer, employee or agent of the Depositor or the Servicer shall
be indemnified and held harmless by the Trust 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 incurred in
connection with any legal action incurred by reason of its respective
misfeasance, bad faith, fraud or negligence, a breach of a representation or
warranty made by such party hereunder or (in the case of
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the Servicer) a breach of the Servicing Standard in the performance of its
respective duties or by reason of negligent disregard of its respective
obligations or duties hereunder. Neither the Depositor nor the Servicer shall be
under any obligation to appear in, prosecute or defend any legal action unless
such action is related to its respective duties under this Agreement and in its
opinion does not expose it to any expense or liability; provided, however, that
the Depositor or the Servicer may in their discretion undertake any action
related to their obligations hereunder which they 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 reasonable legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust and
the Servicer shall be entitled to pay such expenses from the proceeds of the
Trust or to be reimbursed therefor pursuant to Section 3.05 upon presentation to
the Trustee of documentation of such expenses, costs and liabilities. The
Servicer's right to indemnity or reimbursement pursuant to this Section shall
survive any resignation or termination of the Servicer pursuant to Section 6.04
or 7.01 with respect to any losses, expenses, costs or liabilities arising prior
to such resignation or termination (or arising from events that occurred prior
to such resignation or termination). This paragraph shall apply to the Servicer
solely in its capacity as Servicer hereunder and in no other capacities.
Section 6.04 Servicer Not to Resign.
Subject to the provisions of Section 7.01 and Section 6.02, the Servicer
shall not resign from the obligations and duties hereby imposed on it except (i)
upon determination that the performance of its obligations or duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it or its
subsidiaries or Affiliates, the other activities of the Servicer so causing such
a conflict being of a type and nature carried on by the Servicer or its
subsidiaries or Affiliates at the date of this Agreement or (ii) upon
satisfaction of the following conditions: (a) the Servicer has proposed a
successor servicer to the Trustee and the NIMS Insurer in writing and such
proposed successor servicer is reasonably acceptable to the Trustee and the NIMS
Insurer; and (b) each Rating Agency shall have delivered a letter to the Trustee
and the NIMS Insurer prior to the appointment of the successor servicer stating
that the proposed appointment of such successor servicer as Servicer hereunder
will not result in the reduction or withdrawal of the then current rating of the
Regular Certificates or the ratings that are in effect; provided, however, that
no such resignation by the Servicer shall become effective until such successor
servicer or, in the case of (i) above, the Trustee shall have assumed the
Servicer's responsibilities and obligations hereunder or the Trustee shall have
designated a successor servicer in accordance with Section 7.02. Any such
resignation shall not relieve the Servicer of responsibility for any of the
obligations specified in Sections 7.01 and 7.02 as obligations that survive the
resignation or termination of the Servicer. Any such determination permitting
the resignation of the Servicer shall be evidenced by an Opinion of Counsel to
such effect delivered to the Trustee and the NIMS Insurer.
Section 6.05 Delegation of Duties.
(a) In the ordinary course of business, the Servicer at any time may
delegate any of its duties hereunder to any Person, including any of its
Affiliates, who agrees to conduct such duties in accordance with standards
comparable to those set forth in Section 3.01. Such
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delegation shall not relieve the Servicer of its liabilities and
responsibilities with respect to such duties and shall not constitute a
resignation within the meaning of Section 6.04. The Servicer shall provide the
Trustee, the NIMS Insurer and the Rating Agencies with 60 days prior written
notice prior to the delegation of any of its duties to any Person other than any
of the Servicer's Affiliates or their respective successors and assigns.
(b) The Servicer is hereby authorized, with the consent of the NIMS
Insurer, to enter into a financing or other facility (any such arrangement, an
"Advance Facility") under which (1) the Servicer assigns or pledges to another
Person (together with such Person's successors and assigns, an "Advancing
Person") the Servicer's rights under this Agreement to be reimbursed for any
Advances or Servicing Advances and/or (2) an Advancing Person agrees to fund
some or all Advances and/or Servicing Advances required to be made by the
Servicer pursuant to this Agreement. The Servicer shall notify each other party
to this Agreement prior to or promptly after entering into or terminating any
Advance Facility. Notwithstanding the existence of any Advance Facility under
which an Advancing Person agrees to fund Advances and/or Servicing Advances on
the Servicer's behalf, the Servicer shall remain obligated pursuant to this
Agreement to make Advances and Servicing Advances pursuant to and as required by
this Agreement. If the Servicer enters into an Advance Facility, and for so long
as an Advancing Person remains entitled to receive reimbursement for any
Advances and/or Servicing Advances, as applicable, pursuant to this Agreement,
then the Servicer shall not be permitted to reimburse itself for Advances and/or
Servicing Advances, but instead the Servicer shall be required to remit amounts
collected that would otherwise be retained by the Servicer to reimburse it for
the amount of previously unreimbursed Advances ("Advance Reimbursements") and/or
previously unreimbursed Servicing Advances ("Servicing Advance Reimbursements"
and together with Advance Reimbursements, "Reimbursements") (in each case to the
extent such type of Reimbursements are included in the Advance Facility) in
accordance with the documentation establishing the Advance Facility to such
Advancing Person or to a trustee, agent or custodian (an "Advance Facility
Trustee") designated by such Advancing Person. Notwithstanding anything to the
contrary herein, in no event shall Advance Reimbursements or Servicing Advance
Reimbursements be included in the "Available Funds" or distributed to
Certificateholders. If the terms of a facility proposed to be entered into with
an Advancing Person by the Servicer would not materially and adversely affect
the interests of any Certificateholder, then the NIMS Insurer shall not withhold
its consent to the Servicer's entering such facility.
To the extent that an Advancing Person is entitled to any Reimbursements,
the Servicer shall provide to the Trustee an Officers' Certificate which shall
specify the amount of such Reimbursement, the applicable Remittance Date, the
Section of this Agreement that permits the applicable Reimbursement to be paid
and the section of the Advance Facility documentation that entitles the
Advancing Person to request reimbursement from the Trustee, rather than the
Servicer. Reimbursements shall consist solely of amounts in respect of Advances
and/or Servicing Advances made with respect to the Mortgage Loans for which the
Servicer would be permitted to reimburse itself in accordance with this
Agreement, assuming the Servicer had made the related Advance(s) and/or
Servicing Advance(s). Notwithstanding the foregoing, no Person shall be entitled
to reimbursement from funds held in the Collection Account for future
distribution to Certificateholders pursuant to this Agreement. None of the
Depositor or the Trustee shall have any duty or liability with respect to the
calculation or payment of any
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Reimbursements, nor shall the Depositor or the Trustee have any responsibility
to track or monitor the administration of the Advance Facility or the payment of
Reimbursements to the related Advancing Person or Advance Facility Trustee. The
Servicer shall maintain and provide to any successor servicer and (upon request)
the Trustee a detailed accounting on a loan by loan basis as to amounts advanced
by, pledged or assigned to, and reimbursed to any Advancing Person. The
successor servicer shall be entitled to rely on any such information provided by
the predecessor servicer, and the successor servicer shall not be liable for any
errors in such information.
An Advancing Person who receives an assignment or pledge of the rights to
be reimbursed for Advances and/or Servicing Advances, and/or whose obligations
hereunder are limited to the funding of Advances and/or Servicing Advances shall
not be required to meet the criteria for qualification of a subservicer set
forth in this Agreement.
The documentation establishing any Advance Facility shall require that
Reimbursements distributed with respect to each Mortgage Loan be allocated to
outstanding unreimbursed Advances or Servicing Advances (as the case may be)
made with respect to that Mortgage Loan on a "first in, first out" (FIFO) basis.
Such documentation shall also require the Servicer to provide to the related
Advancing Person or Advance Facility Trustee loan by loan information with
respect to each Reimbursement distributed to such Advancing Person or Advance
Facility Trustee on each Distribution Date, to enable the Advancing Person or
Advance Facility Trustee to make the FIFO allocation of each Reimbursement with
respect to each Mortgage Loan. The Servicer shall remain entitled to be
reimbursed by the Advancing Person or Advance Facility Trustee for all Advances
and Servicing Advances funded by the Servicer to the extent the related rights
to be reimbursed therefor have not been assigned or pledged to an Advancing
Person.
The Servicer shall indemnify the Depositor, the Trustee, the NIMS Insurer,
any successor servicer and the Trust Fund resulting from any claim by the
related Advancing Person, except to the extent that such claim, loss, liability
or damage resulted from or arose out of negligence, recklessness or willful
misconduct on the part of the Depositor, the Trustee or any successor servicer.
Any amendment to this Section 6.05(b) or to any other provision of this
Agreement that may be necessary or appropriate to effect the terms of an Advance
Facility as described generally in this Section 6.05(b), including amendments to
add provisions relating to a successor servicer, may be entered into by the
Trustee, the Depositor and the Servicer without the consent of any
Certificateholder but with the consent of the NIMS Insurer, provided such
amendment complies with Section 11.01 hereof. All reasonable costs and expenses
(including attorneys' fees) of each party hereto of any such amendment shall be
borne solely by the Servicer. Prior to entering into an Advance Facility, the
Servicer shall notify the lender under such facility in writing that: (a) the
Advances and/or Servicing Advances financed by and/or pledged to the lender are
obligations owed to the Servicer on a non-recourse basis payable only from the
cash flows and proceeds received under this Agreement for reimbursement of
Advances and/or Servicing Advances only to the extent provided herein, and the
Trustee and the Trust are not otherwise obligated or liable to repay any
Advances and/or Servicing Advances financed by the lender; (b) the Servicer will
be responsible for remitting to the lender the applicable amounts
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collected by it as reimbursement for Advances and/or Servicing Advances funded
by the lender, subject to the restrictions and priorities created in this
Agreement; and (c) the Trustee shall not have any responsibility to track or
monitor the administration of the financing arrangement between the Servicer and
the lender.
ARTICLE VII
DEFAULT
Section 7.01 Servicer Events of Termination.
(a) If any one of the following events ("Servicer Events of Termination")
shall occur and be continuing:
(i) (A) The failure by the Servicer to make any Advance or to pay
Compensating Interest; or (B) any other failure by the Servicer to deposit
in the Collection Account or remit to the Trustee for deposit in the
Distribution Account any payment required to be made under the terms of
this Agreement, which failure continues unremedied for a period of one
Business Day after the first date on which (x) the Servicer has knowledge
of such failure or (y) written notice of such failure is given to the
Servicer; or
(ii) The failure by the Servicer to make any required Servicing
Advance which failure continues unremedied for a period of 30 days, or the
failure by the Servicer duly to observe or perform, in any material
respect, any other covenants, obligations or agreements of the Servicer as
set forth in this Agreement, which failure continues unremedied for a
period of 30 days, after the date (A) on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or the NIMS Insurer or by any Holder of a Regular
Certificate evidencing at least 25% of the Voting Rights or (B) actual
knowledge of such failure by a Servicing Officer of the Servicer; or
(iii) The entry against the Servicer of a decree or order by a court
or agency or supervisory authority having jurisdiction in the premises for
the appointment of a trustee, conservator, receiver or liquidator in any
insolvency, conservatorship, receivership, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding up or liquidation of its affairs, and the continuance of any such
decree or order unstayed and in effect for a period of 60 days; or
(iv) The Servicer shall voluntarily go into liquidation, consent to
the appointment of a conservator or receiver or liquidator or similar
person in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings of or relating to the Servicer or of or
relating to all or substantially all of its property; or a decree or order
of a court or agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver,
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liquidator or similar person in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against
the Servicer and such decree or order shall have remained in force
undischarged, unbonded or unstayed for a period of 60 days; or the Servicer
shall admit in writing its inability to pay its debts generally as they
become due, file a petition to take advantage of any applicable insolvency
or reorganization statute, make an assignment for the benefit of its
creditors or voluntarily suspend payment of its obligations; or
(v) The Servicer shall be declared in default of its credit facility
by its credit facility provider, which default, if left uncured, would
result in termination or acceleration of amounts owed thereunder; or
(vi) Centex Corporation or its successors shall fail to own, directly
or indirectly, at least 51% of the Servicer unless the Servicer shall be
rated at least investment grade by each of Standard & Poor's and Xxxxx'x
and, if rated by Fitch Ratings, by Fitch Ratings.
(b) Then, and in each and every such case, so long as a Servicer Event of
Termination shall not have been remedied within the applicable grace period, (x)
with respect solely to clause (i)(A) above, if such Advance is not made by 2:00
P.M., New York time, on the Business Day immediately following the Servicer
Remittance Date, the Trustee may terminate all of the rights and obligations of
the Servicer under this Agreement and the Trustee, or a successor servicer
appointed in accordance with Section 7.02, shall immediately make such Advance
and assume, pursuant to Section 7.02, the duties of a successor servicer and (y)
in the case of clauses (i)(B), (ii), (iii), (iv), (v) and (vi) above, the
Trustee shall, at the direction of the NIMS Insurer or Holders of each Class of
Regular Certificates evidencing Percentage Interests aggregating not less than
51%, by notice then given in writing to the Servicer (and to the Trustee if
given by Holders of Certificates), terminate all of the rights and obligations
of the Servicer as servicer under this Agreement. Any such notice to the
Servicer shall also be given to each Rating Agency, the NIMS Insurer and the
Depositor. On or after the receipt by the Servicer (and by the Trustee if such
notice is given by the Holders) of such written notice, all authority and power
of the Servicer under this Agreement, whether with respect to the Certificates
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under this Section or successor servicer appointed in connection
with Section 7.02; and, without limitation, the Trustee or successor servicer is
hereby authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement of each Mortgage Loan and Related
Documents or otherwise. The Servicer agrees to cooperate with the Trustee (or
the applicable successor servicer) in effecting the termination of the
responsibilities and rights of the Servicer hereunder, including, without
limitation, the delivery to the Trustee (or the applicable successor servicer)
of all documents and records requested by it to enable it to assume the
Servicer's functions under this Agreement within ten Business Days subsequent to
such notice, the transfer within one Business Day subsequent to such notice to
the Trustee (or the applicable successor servicer) for the administration by it
of all cash amounts that shall at the time be held by the Servicer and to be
deposited by it in the
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Collection Account, the Distribution Account or any Escrow Account or that have
been deposited by the Servicer in such accounts or thereafter received by the
Servicer with respect to the Mortgage Loans or any REO Property received by the
Servicer. All reasonable out-of-pocket costs and expenses (including attorneys'
fees) incurred in connection with transferring the servicing to the successor
servicer and amending this Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid by the predecessor servicer (or if the
predecessor servicer is the Trustee, the initial servicer) upon presentation of
reasonable documentation of such costs and expenses, and if such predecessor
Servicer defaults in its obligation to pay such costs, such costs shall be paid
by the successor Servicer or the Trustee (in which case the successor Servicer
or the Trustee shall be entitled to reimbursement therefor from the assets of
the Trust).
Notwithstanding any termination of the activities of a Servicer hereunder,
the Servicer shall be entitled to receive payment of all accrued and unpaid
Servicing Fees and reimbursement for all outstanding Advances and Servicing
Advances properly made prior to the date of termination in the manner and at the
times set forth herein.
Section 7.02 Trustee to Act; Appointment of Successor.
(a) Within 90 days of the time the Servicer (and the Trustee, if notice is
sent by the Holders) receives a notice of termination pursuant to Section 7.01
or 6.04, the Trustee (or such other successor servicer as is approved in
accordance with this Agreement) shall be the successor in all respects to the
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof arising on and after its succession. As
compensation therefor, the Trustee (or such other successor servicer) shall be
entitled to such compensation as the Servicer would have been entitled to
hereunder if no such notice of termination had been given. Notwithstanding the
above, (i) if the Trustee is unwilling to act as successor servicer or (ii) if
the Trustee is legally unable so to act, the Trustee shall appoint or petition a
court of competent jurisdiction to appoint, any established housing and home
finance institution, bank or other mortgage loan or home equity loan servicer
having a net worth of not less than $50,000,000 as the successor to the Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer hereunder; provided, that the appointment of any
such successor servicer will not result in the qualification, reduction or
withdrawal of the ratings assigned to the Certificates or the ratings that are
in effect by the Rating Agencies as evidenced by a letter to such effect from
the Rating Agencies and that, in the case of a successor servicer appointed by
the Trustee, such successor servicer is reasonably acceptable to the NIMS
Insurer. Pending appointment of a successor to the Servicer hereunder, unless
the Trustee is prohibited by law from so acting, the Trustee shall act in such
capacity as hereinabove provided. In connection with such appointment and
assumption, the successor shall be entitled to receive compensation out of
payments on Mortgage Loans in an amount equal to the compensation which the
Servicer would otherwise have received pursuant to Section 3.18 (or such other
compensation as the Trustee and such successor shall agree, not to exceed the
Servicing Fee). The successor servicer shall be entitled to withdraw from the
Collection Account all costs and expenses associated with the transfer of the
servicing to the successor servicer, including costs and expenses of the
Trustee. The appointment of a successor servicer shall not affect any liability
of the predecessor servicer which may have arisen under this
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Agreement prior to its termination as Servicer to pay any deductible under an
insurance policy pursuant to Section 3.12 or to indemnify the parties indicated
in Section 3.26 pursuant to the terms thereof, nor shall any successor servicer
be liable for any acts or omissions of the predecessor servicer or for any
breach by such servicer of any of its representations or warranties contained
herein or in any related document or agreement. The Trustee and such successor
shall take such action, consistent with this Agreement, as shall be necessary to
effectuate any such succession.
(b) Any successor, including the Trustee, to the Servicer as servicer shall
during the term of its service as servicer continue to service and administer
the Mortgage Loans for the benefit of Certificateholders, and maintain in force
a policy or policies of insurance covering errors and omissions in the
performance of its obligations as Servicer hereunder and a Fidelity Bond in
respect of its officers, employees and agents to the same extent as the Servicer
is so required pursuant to Section 3.12.
Section 7.03 Waiver of Defaults.
The Holders of Certificates entitled to at least 66 2/3% of the Voting
Rights allocated to the Classes of Certificates affected by a Servicer Event of
Termination may, on behalf of all Certificateholders, and with the consent of
the NIMS Insurer, waive any events permitting removal of the Servicer as
servicer pursuant to this Article VII, provided, however, that such Holders may
not waive a default in making a required distribution on a Certificate without
the consent of the Holder of such Certificate and the NIMS Insurer. Upon any
waiver of a past default, such default shall cease to exist and any Servicer
Event of Termination arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto except to the extent
expressly so waived. Notice of any such waiver shall be given by the Trustee to
the Rating Agencies.
Section 7.04 Notification to Certificateholders.
(a) On any termination or appointment of a successor to the Servicer
pursuant to this Article VII or Section 6.04, the Trustee shall give prompt
written notice thereof to the Certificateholders at their respective addresses
appearing in the Certificate Register, the NIMS Insurer and each Rating Agency.
(b) No later than 60 days after the occurrence of any event which
constitutes or which, with notice or a lapse of time or both, would constitute a
Servicer Event of Termination for five Business Days after a Responsible Officer
of the Trustee becomes aware of the occurrence of such an event, the Trustee
shall transmit by mail to the NIMS Insurer and all Certificateholders notice of
such occurrence unless such default or Servicer Event of Termination shall have
been waived or cured. Such notice shall be given to the Rating Agencies promptly
after any such occurrence.
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Section 7.05 Survivability of Servicer Liabilities.
Notwithstanding anything herein to the contrary, upon termination of the
Servicer hereunder, any liabilities of the Servicer which accrued prior to such
termination shall survive such termination.
ARTICLE VIII
THE TRUSTEE
Section 8.01 Duties of Trustee.
The Trustee, prior to the occurrence of a Servicer Event of Termination of
which a Responsible Officer of the Trustee shall have actual knowledge and after
the curing of all Servicer Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If a Servicer Event of Termination has occurred (which
has not been cured) of which a Responsible Officer has actual knowledge, the
Trustee shall exercise such of the rights and powers vested in it by this
Agreement, and use the same degree of care and skill in their exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.
The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement; provided, however, that that the
Trustee shall not be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument
furnished by the Servicer, the Seller, the NIMS Insurer 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 shall notify the
Certificateholders of such instrument in the event that the Trustee, after so
requesting, does not receive a satisfactorily corrected instrument.
No provision of this Agreement shall be construed to relieve the Trustee
from liability for its own negligent action, its own negligent failure to act or
its own misconduct; provided, however, that:
(i) prior to the occurrence of a Servicer Event of Termination of
which a Responsible Officer of the Trustee shall have actual knowledge, and
after the curing of all such Servicer Events of Termination which may have
occurred, the duties and obligations of the Trustee shall be determined
solely by the express provisions of this Agreement, the Trustee shall not
be liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of
the opinions expressed therein, upon any certificates or opinions furnished
to the Trustee and conforming to the requirements of this Agreement;
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(ii) the Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer of the Trustee, unless
it shall be proved that the Trustee was negligent in ascertaining or
investigating the facts related thereto;
(iii) the Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of the NIMS Insurer or the Majority
Certificateholders relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising or
omitting to exercise any trust or power conferred upon the Trustee under
this Agreement; and
(iv) the Trustee shall not be charged with knowledge of any failure by
the Servicer to comply with the obligations of the Servicer referred to in
clauses (i) and (ii) of Section 7.01(a) or any Servicer Event of
Termination unless a Responsible Officer of the Trustee at the Corporate
Trust Office obtains actual knowledge of such failure or the Trustee
receives written notice of such failure from the Servicer, the NIMS Insurer
or the Majority Certificateholders. In the absence of such receipt of such
notice, the Trustee may conclusively assume that there is no Servicer Event
of Termination.
The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it, and
none of the provisions contained in this Agreement shall in any event require
the Trustee to perform, or be responsible for the manner of performance of, any
of the obligations of the Servicer under this Agreement, except during such
time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of this Agreement.
The Trustee shall not have any duty (A) to see any recording, filing, or
depositing of this Agreement or any agreement referred to herein or any
financing statement or continuation statement evidencing a security interest, 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 of 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 Fund other than
from funds available in the Distribution Account.
The Trustee shall have no duty hereunder with respect to any complaint,
claim, demand, notice or other document it may receive or which may be alleged
to have been delivered to or served upon it by any third party as a consequence
of the assignment of any Mortgage Loan hereunder; provided, however, that the
Trustee shall promptly remit to the Servicer upon receipt of any such complaint,
claim, demand, notice or other document (i) which is delivered to the Trustee at
its Corporate Trust Office; (ii) of which a Responsible Officer has actual
knowledge
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and (iii) which contains information sufficient to permit the Trustee to make a
determination that the real property to which such document relates to is a
Mortgaged Property.
Section 8.02 Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) the Trustee may request and rely upon, and shall be protected
in acting or refraining from acting upon, any resolution, Officers'
Certificate, certificate of auditors or any other certificate,
statement, instrument, opinion, report, notice, request, consent,
order, appraisal, bond or other paper or document reasonably believed
by it to be genuine and to have been signed or presented by the proper
party or parties;
(ii) the Trustee may consult with counsel and any advice or
Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion
of Counsel;
(iii) the Trustee shall not be under any obligation to exercise
any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation hereunder or in relation
hereto, at the request, order or direction of the Certificateholders
or the NIMS Insurer pursuant to the provisions of this Agreement,
unless such Certificateholders or the NIMS Insurer shall have offered
to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities which may be incurred therein or thereby; the
right of the Trustee to perform any discretionary act enumerated in
this Agreement shall not be construed as a duty, and the Trustee shall
not be answerable for other than its negligence or willful misconduct
in the performance of any such act;
(iv) the Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) prior to the occurrence of a Servicer Event of Termination
and after the curing of all Servicer Events of Termination which may
have occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request,
consent, order, approval, bond or other paper or documents, unless
requested in writing to do so by the Majority Certificateholders or
the NIMS Insurer; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in
the opinion of the Trustee, not reasonably assured to the Trustee by
the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such cost, expense or
liability as a condition to such proceeding. The reasonable expense of
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every such examination shall be paid by the Servicer or, if paid by
the Trustee, shall be reimbursed by the Servicer upon demand. Nothing
in this clause (v) shall derogate from the obligation of the Servicer
to observe any applicable law prohibiting disclosure of information
regarding the Mortgagors;
(vi) the Trustee shall not be accountable, have any liability or
make any representation as to any acts or omissions hereunder of the
Servicer until such time as the Trustee may be required to act as
Servicer pursuant to Section 7.02;
(vii) the Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian and the Trustee shall not
be responsible for any misconduct or negligence on the part of any
such agent, attorney or custodian appointed by it with due care; and
(viii) the right of the Trustee to perform any discretionary act
enumerated in this Agreement shall not be construed as a duty, and the
Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act.
Section 8.03 Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
authentication of the Trustee on the Certificates) shall be taken as the
statements of the Depositor, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as to the validity
or sufficiency of this Agreement or of the Certificates (other than the
signature and authentication of the Trustee on the Certificates) or of any
Mortgage Loan or Related Document. The Trustee shall not be accountable for the
use or application by the Servicer, or for the use or application of any funds
paid to the Servicer in respect of the Mortgage Loans or deposited in or
withdrawn from the Collection Account by the Servicer. The Trustee shall not 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
or its ability to generate the payments to be distributed to Certificateholders
under this Agreement, including, without limitation: the existence, condition
and ownership of any Mortgaged Property; the existence and enforceability of any
hazard insurance thereon (other than if the Trustee shall assume the duties of
the Servicer pursuant to Section 7.02); the validity of the assignment of any
Mortgage Loan to the Trustee or of any intervening assignment; the completeness
of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
than if the Trustee shall assume the duties of the Servicer pursuant to Section
7.02); the compliance by the Depositor or the Servicer with any warranty or
representation made under this Agreement or in any related document or the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any non-compliance therewith or any breach
thereof; any investment of monies by or at the direction of the Servicer or any
loss resulting therefrom, it being understood that the Trustee shall remain
responsible for any Trust property that it may hold in its individual capacity;
the acts or omissions of any of the Servicer (other than if the Trustee shall
assume the duties of the Servicer pursuant to Section 7.02), or any Mortgagor;
any action of the Servicer (other than if the Trustee shall assume the
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duties of the Servicer pursuant to Section 7.02), taken in the name of the
Trustee; the failure of the Servicer to act or perform any duties required of it
as agent of the Trustee hereunder; or any action by the Trustee taken at the
instruction of the Servicer (other than if the Trustee shall assume the duties
of the Servicer pursuant to Section 7.02); provided, however, that the foregoing
shall not relieve the Trustee of its obligation to perform its duties under this
Agreement. The Trustee shall not have any responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder.
Section 8.04 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates with the same rights as it would have if it were not
Trustee and may transact any banking and trust business with the Servicer, the
Depositor or their Affiliates.
Section 8.05 Trustee Fees and Expenses.
The Trustee shall be entitled to the Trustee Fee (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by the Trustee in the exercise and
performance of any of the powers and duties hereunder. The Trustee shall
withdraw from the Distribution Account on each Distribution Date and pay to
itself the Trustee Fee pursuant to Section 4.01(i). The Trust shall reimburse
the Trustee for all reasonable expenses and disbursements incurred or made by
the Trustee and for any advances incurred or made as successor servicer in
accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ) except any such expense, disbursement
or advance as may arise from its negligence or bad faith or which is the
responsibility of Certificateholders or the Trustee hereunder. In addition, the
Trustee and its officers, directors, employees and agents shall be indemnified
by the Trust from, and held harmless against, any and all losses, liabilities,
damages, claims or expenses incurred in connection with any legal action
relating to this Agreement or the Certificates, other than (i) any loss,
liability or expense incurred by reason of willful misfeasance, bad faith or
negligence of the Trustee in the performance of its duties hereunder or by
reason of the Trustee's reckless disregard of obligations and duties hereunder
or by reason of the Trustee's reckless disregard of obligations and duties
hereunder and (ii) to the extent such indemnification is required to be provided
by the Servicer pursuant to Section 3.26. Further, the Custodian and its
officers, directors, employees and agents shall be indemnified by the Trust
from, and held harmless against, any and all losses, liabilities, damages,
claims or expenses arising out of or in connection with any claim or legal
action relating to the acceptance or administration of its obligations and
duties under the Custodial Agreement other than any loss, liability or expense
incurred by reason of willful misfeasance, bad faith or negligence of the
Custodian in the performance of its duties thereunder or by reason of its
reckless disregard of obligations and duties thereunder. This Section shall
survive termination of this Agreement or the resignation or removal of any
Trustee or Custodian hereunder or under the Custodial Agreement, as applicable.
Anything in this Agreement to the contrary notwithstanding, in no event shall
the Trustee or the Custodian be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including, but not limited to, lost
profits)
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even if the Trustee or the Custodian has been advised of the likelihood of such
loss or damage and regardless of the form of action.
Section 8.06 Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be an entity duly organized and
validly existing under the laws of the United States of America or any state
thereof, authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $50,000,000 and a minimum long-term
debt rating of BBB by S&P and a long term debt rating of at least A1 or better
by Xxxxx'x and subject to supervision or examination by federal or state
authority. If such entity publishes reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.06, the combined capital and
surplus of such entity shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. The principal
office of the Trustee (other than the initial Trustee) shall be in a state with
respect to which an Opinion of Counsel has been delivered to such Trustee at the
time such Trustee is appointed Trustee to the effect that the Trust will not be
a taxable entity under the laws of such state. In case at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
8.06, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.07.
Section 8.07 Resignation or Removal of Trustee.
The Trustee may at any time resign and be discharged from the trusts hereby
created by giving written notice thereof to the Depositor, the Servicer, the
NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation,
the Depositor shall promptly appoint a successor Trustee reasonably acceptable
to the NIMS Insurer by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and
having accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee.
If at any time the Trustee shall cease to be eligible in accordance with
the provisions of Section 8.06 and shall fail to resign after written request
therefor by the Depositor or the NIMS Insurer, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or of their property shall be appointed, or any public
officer shall take charge or control of the Trustee or of their property or
affairs for the purpose of rehabilitation, conservation or liquidation, then the
Depositor or the NIMS Insurer may remove the Trustee. If the Depositor or the
NIMS Insurer removes the Trustee under the authority of the immediately
preceding sentence, the Depositor or the NIMS Insurer, as the case may be, shall
promptly appoint a successor Trustee (reasonably acceptable to the NIMS Insurer
if appointed by the Depositor) by written instrument, in duplicate, one copy of
which instrument shall be delivered to the Trustee so removed and one copy to
the successor Trustee.
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The Majority Certificateholders or the NIMS Insurer may at any time remove
the Trustee by written instrument or instruments delivered to the Servicer, the
Depositor, the NIMS Insurer and the Trustee; the Depositor shall thereupon use
its best efforts to appoint a successor Trustee reasonably acceptable to the
NIMS Insurer in accordance with this Section.
Any resignation or removal of the Trustee and appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.07 shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 8.08.
Section 8.08 Successor Trustee.
Any successor Trustee appointed as provided in Section 8.07 shall execute,
acknowledge and deliver to the Depositor, the NIMS Insurer, the Rating Agencies,
the Servicer and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective, and such successor Trustee, without
any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with like
effect as if originally named as Trustee. The Depositor, the Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other
things as may reasonably be required for fully and certainly vesting and
confirming in the successor Trustee all such rights, powers, duties and
obligations.
No successor Trustee shall accept appointment as provided in this Section
8.08 unless at the time of such acceptance such successor Trustee shall be
eligible under the provisions of Section 8.06 and the appointment of such
successor Trustee shall not result in a downgrading of the Regular Certificates
by either Rating Agency, as evidenced by a letter from each Rating Agency.
Upon acceptance of appointment by a successor Trustee as provided in this
Section 8.08, the successor Trustee shall mail notice of the appointment of a
successor Trustee hereunder to all Holders of Certificates at their addresses as
shown in the Certificate Register and to each Rating Agency.
Section 8.09 Merger or Consolidation of Trustee.
Any entity into which the Trustee may be merged or converted or with which
it may be consolidated, or any entity resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any entity succeeding to
the business of the Trustee, shall be the successor of the hereunder, provided
such entity shall be eligible under the provisions of Section 8.06 and 8.08,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Mortgaged Property may at the time be located, the
Depositor and the Trustee acting jointly shall have the power and shall execute
and deliver all instruments to appoint one or more Persons
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approved by the Trustee and the NIMS Insurer to act as co-trustee or
co-trustees, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust, and to vest in such Person or Persons, in such
capacity and for the benefit of the Certificateholders, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Servicer and the
Trustee may consider necessary or desirable. Any such co-trustee or separate
trustee shall be subject to the written approval of the Servicer and the NIMS
Insurer. If the Servicer and the NIMS Insurer shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, or in
the case a Servicer Event of Termination shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor Trustee under Section 8.06, and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required under
Section 8.08.
Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred or imposed
upon the Trustee shall be conferred or imposed upon and exercised or
performed by the Trustee and such separate trustee or co-trustee jointly
(it being understood that such separate trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act),
except to the extent that under any law of any jurisdiction in which any
particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust
or any portion thereof in any such jurisdiction) shall be exercised and
performed singly by such separate trustee or co-trustee, but solely at the
direction of the Trustee;
(ii) no trustee hereunder shall be held personally liable by reason of
any act or omission of any other trustee hereunder; and
(iii) the Servicer and the Trustee, acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee
except that following the occurrence of a Servicer Event of Termination,
the Trustee acting alone may accept the resignation or remove any separate
trustee or co-trustee.
Any notice, request or other writing given to the Trustee shall be deemed
to have been given to each of the then separate trustees and co-trustees, as
effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee and a copy thereof given to the
Depositor, the NIMS Insurer, the Rating Agencies and the Servicer.
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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 die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor Trustee.
Section 8.11 Limitation of Liability.
The Certificates are executed by the Trustee, not in its individual
capacity but solely as Trustee of the Trust, in the exercise of the powers and
authority conferred and vested in it by this Agreement. Each of the undertakings
and agreements made on the part of the Trustee in the Certificates is made and
intended not as a personal undertaking or agreement by the Trustee but is made
and intended for the purpose of binding only the Trust.
Section 8.12 Trustee May Enforce Claims Without Possession of Certificates.
(a) All rights of action and claims under this Agreement or the
Certificates may be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production thereof in any
proceeding relating thereto, and such proceeding instituted by the Trustee shall
be brought in its own name or in its capacity as Trustee for the benefit of all
Holders of such Certificates, subject to the provisions of this Agreement. Any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursement and advances of the Trustee, its agents and
counsel, be for the ratable benefit of the Certificateholders in respect of
which such judgment has been recovered.
(b) The Trustee shall afford the Depositor, the Servicer, the NIMS Insurer
and each Certificateholder upon reasonable notice during normal business hours,
access to all records maintained by the Trustee in respect of its duties
hereunder and access to officers of the Trustee responsible for performing such
duties. The Trustee shall cooperate fully with the Servicer, the NIMS Insurer,
the Depositor and such Certificateholder and shall make available to the
Servicer, the NIMS Insurer, the Depositor and such Certificateholder for review
and copying at the expense of the party requesting such copies, such books,
documents or records as may be requested with respect to the Trustee's duties
hereunder. The Depositor, the Servicer, the NIMS Insurer and the
Certificateholders shall not have any responsibility or liability for any action
or failure to act by the Trustee and are not obligated to supervise the
performance of the Trustee under this Agreement or otherwise.
Section 8.13 Suits for Enforcement.
In case a Servicer Event of Termination or other default by the Servicer
hereunder shall occur and be continuing, the Trustee may proceed to protect and
enforce its rights and the rights of the Certificateholders under this Agreement
by a suit, action or proceeding in equity or at law or otherwise, whether for
the specific performance of any covenant or agreement contained in this
Agreement or in aid of the execution of any power granted in this Agreement or
for the enforcement of any other legal, equitable or other remedy, as the
Trustee, being advised
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by counsel, and subject to the foregoing, shall deem most effectual to protect
and enforce any of the rights of the Trustee and the Certificateholders.
Section 8.14 Waiver of Bond Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives,
any requirement of any jurisdiction in which the Trust, or any part thereof, may
be located that the Trustee post a bond or other surety with any court, agency
or body whatsoever.
Section 8.15 Waiver of Inventory, Accounting and Appraisal Requirement.
The Trustee shall be relieved of, and each Certificateholder hereby waives,
any requirement of any jurisdiction in which the Trust, or any part thereof, may
be located that the Trustee file any inventory, accounting or appraisal of the
Trust with any court, agency or body at any time or in any manner whatsoever.
Section 8.16 Appointment of Custodian.
A Custodian is hereby appointed to act in a custodial capacity and the
Trustee shall have no responsibility or liability for any act or omission of
X.X. Xxxxxx Trust Company, National Association, as a Custodian. The Trustee may
at any time, with the consent of the Depositor and the Servicer, appoint a
Custodian to hold all or a portion of the Mortgage Files as agent for the
Trustee, by entering into a custodial agreement in a form acceptable to the
Depositor and the Servicer. Subject to this Article VIII, the Trustee agrees to
comply with the terms of any custodial agreement and to enforce the terms and
provisions thereof against the Custodian for the benefit of the
Certificateholders. The Custodian shall be a depository institution subject to
supervision by federal or state authority, shall have a combined capital and
surplus of at least $10,000,000 and shall be qualified to do business in the
jurisdiction in which it holds any Mortgage File. The Custodian shall have all
the rights and protections afforded to the Trustee under this Article VIII.
ARTICLE IX
REMIC AND GRANTOR TRUST ADMINISTRATION
Section 9.01 REMIC Administration.
(a) The Trustee shall make or cause to be made REMIC elections for each of
REMIC 1 and REMIC 2 as set forth in the Preliminary Statement on Forms 1066 or
other appropriate federal tax or information return for the taxable year ending
on the last day of the calendar year in which the Certificates are issued. The
regular interests and residual interest in each REMIC shall be as designated in
the Preliminary Statement.
(b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 860G(a)(9) of the Code.
(c) The Trustee shall pay any and all tax related expenses (not including
taxes) of each REMIC, including but not limited to any professional fees or
expenses related to
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audits or any administrative or judicial proceedings with respect to such REMIC
that involve the Internal Revenue Service or state tax authorities, but only to
the extent that (i) such expenses are ordinary or routine expenses, including
expenses of a routine audit but not expenses of litigation (except as described
in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
are attributable to the negligence or willful misconduct of the Trustee in
fulfilling its duties hereunder. The Trustee shall be entitled to reimbursement
of expenses to the extent provided in clause (i) above from the Trust.
(d) The Trustee shall prepare or cause to be prepared, sign and file or
cause to be filed, each REMIC's federal and state tax and information returns as
such REMIC's direct representative. The expenses of preparing and filing such
returns shall be borne by the Trustee.
(e) The Holder of the Class R Certificate shall be the "tax matters person"
as defined in the REMIC Provisions (the "Tax Matters Person") with respect to
each REMIC, and the Trustee is irrevocably designated as and shall act as
attorney-in-fact and agent for such Tax Matters Person for each REMIC. The
Trustee, as agent for the Tax Matters Person, shall perform, on behalf of each
REMIC, all reporting and other tax compliance duties that are the responsibility
of such REMIC under the Code, the REMIC Provisions, or other compliance guidance
issued by the Internal Revenue Service or any state or local taxing authority.
Among its other duties, if required by the Code, the REMIC Provisions, or other
such guidance, the Trustee, as agent for the Tax Matters Person, shall provide
(i) to the Treasury or other governmental authority such information as is
necessary for the application of any tax relating to the transfer of the Class R
Certificate to any disqualified person or organization and (ii) to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.
(f) The Trustee, the Servicer, and the Holders of Certificates shall take
any action or cause any REMIC formed under this Agreement to take any action
necessary to create or maintain the status of such REMIC as a REMIC under the
REMIC Provisions and shall assist each other as necessary to create or maintain
such status. None of the Trustee, the Servicer or the Holder of the Class R
Certificate shall take any action or cause any REMIC formed under this Agreement
to take any action or fail to take (or fail to cause to be taken) any action
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger or cause the loss of the status of such REMIC as a REMIC or
(ii) result in the imposition of any tax upon such REMIC (including but not
limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee,
the NIMS Insurer and the Servicer have received an Opinion of Counsel (at the
expense of the party seeking to take such action) to the effect that the
contemplated action will not endanger such status or result in the imposition of
such a tax. In addition, prior to taking any action with respect to any REMIC
formed under this Agreement or the assets therein, or causing such REMIC to take
any action, which is not expressly permitted under the terms of this Agreement,
any Holder of the Class R Certificate will consult with the Trustee, the NIMS
Insurer and the Servicer, or their respective designees, in writing, with
respect to whether such action could cause an Adverse REMIC Event to occur with
respect to such REMIC, and no such Person shall take any such action or cause
such REMIC to take any such action as to which the Trustee, the NIMS Insurer or
the Servicer has advised it in writing that an Adverse REMIC Event could occur.
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(g) The Holder of the Class R Certificate shall pay when due any and all
taxes imposed on any REMIC formed under this Agreement by federal or state
governmental authorities, but only from amounts, if any, distributable thereon.
To the extent that such REMIC taxes are not paid by the Class R
Certificateholder, the Trustee shall pay any remaining REMIC taxes out of future
amounts otherwise distributable to the Holder of the Class R Certificate or, if
no such amounts are available, out of other amounts held in the Distribution
Account, and shall reduce amounts otherwise payable to Holders of the REMIC
Regular Interests or the Certificates, as the case may be.
(h) The Trustee, shall, for federal income tax purposes, maintain or cause
to be maintained books and records with respect to each REMIC formed under this
Agreement on a calendar year and on an accrual basis.
(i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to Eligible
Substitute Mortgage Loans.
(j) Neither the Trustee nor the Servicer shall enter into any arrangement
by which any REMIC will receive a fee or other compensation for services.
(k) The Trustee shall treat (i) the rights of the Offered Certificates to
receive Cap Carryover Amounts as a right in interest rate cap contracts written
by the Class CE Certificateholders in favor of the Holders of the Offered
Certificates and (ii) the rights of the Class CE Certificates under the Class A
Yield Maintenance Agreement, Class M-1/M-5 Yield Maintenance Agreement and the
Class M-6/M-8 Yield Maintenance Agreement in accordance with the respective
terms thereof and shall assign such rights for federal tax return and
information reporting a value of zero. The Trustee shall account for such as
property held separate and apart from the regular interests it holds in each of
the REMICs created hereunder. The provisions of this paragraph are intended to
satisfy the requirements of Treasury Regulations Section 1.860G-2(i) for the
treatment of property rights coupled with regular interests to be separately
respected and shall be interpreted consistent with such regulation. On each
Distribution Date, to the extent the Offered Certificates receive interest in
excess of their Certificate Interest Rate, such interest will be treated as
distributed to the Class CE Certificates, together with any amounts deposited in
the Class A Reserve Account in respect of the Class A Yield Maintenance
Agreement, the Class M-1/M-5 Reserve Account in respect of the Class M-1/M-5
Yield Maintenance Agreement and the Class M-6/M-8 Reserve Account in respect of
the Class M-6/M-8 Yield Maintenance Agreement, and then paid to the respective
Classes of Offered Certificates pursuant to the related interest rate cap
agreement.
Section 9.02 Prohibited Transactions and Activities.
None of the Depositor, the Servicer or the Trustee shall sell, dispose of,
or substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of any REMIC pursuant to Article X of this Agreement, (iv)
a substitution pursuant to Article II of this Agreement, (v) a repurchase of
Mortgage Loans pursuant to Article II of this Agreement or (vi) an optional
purchase by the Servicer pursuant to Section 3.16 of this Agreement, nor acquire
any assets for any REMIC constituting part of the Trust Fund, nor sell or
dispose of any
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investments in the Distribution Account for gain, nor accept any contributions
to any REMIC constituting part of the Trust Fund after the Closing Date, unless
such party and the NIMS Insurer has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of such REMIC as a REMIC or of the interests therein other
than the Class R Certificate as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause such REMIC to be
subject to a tax on prohibited transactions or prohibited contributions pursuant
to the REMIC Provisions.
Section 9.03 Indemnification with Respect to Certain Taxes and Loss of
REMIC Status.
In the event that any REMIC formed hereunder fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a result
of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Servicer of its duties and
obligations set forth herein or is subject to any state or local taxes based on
the location of the Servicer, the Servicer shall indemnify the Holder of the
Class R Certificate against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that the
Servicer shall not be liable for any such Losses attributable to the action or
inaction of the Trustee, the Depositor or the Holder of the Class R Certificate,
as applicable, nor for any such Losses resulting from misinformation provided by
the Holder of the Class R Certificate on which the Servicer has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of the Class R Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Servicer
have any liability (1) for any action or omission that is taken in accordance
with and in compliance with the express terms of, or which is expressly
permitted by the terms of, this Agreement, (2) for any Losses other than arising
out of a negligent performance by the Servicer of its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates).
Section 9.04 REO Property.
(a) Subject to compliance with applicable laws and regulations as shall at
any time be in force, and notwithstanding any other provision of this Agreement,
the Servicer, acting on behalf of the Trust hereunder, shall not rent, lease, or
otherwise earn income on behalf of any REMIC with respect to any REO Property
which might cause such REO Property to fail to qualify as "foreclosure" property
within the meaning of section 860G(a)(8) of the Code or result in the receipt by
any REMIC of any "income from non-permitted assets" within the meaning of
section 860F(a)(2) of the Code or any "net income from foreclosure property"
which is subject to tax under the REMIC Provisions unless the Servicer has
advised, or has caused the applicable Servicer to advise, the Trustee in writing
to the effect that, under the REMIC Provisions, such action would not adversely
affect the status of any REMIC as a REMIC and any income generated for such
REMIC by the REO Property would not result in the imposition of a tax upon such
REMIC.
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(b) The Servicer shall make reasonable efforts to sell any REO Property for
its fair market value. In any event, however, the Servicer shall dispose of any
REO Property before the close of the third calendar year beginning after the
year of its acquisition by the Trust Fund unless the Servicer has received a
grant of extension from the Internal Revenue Service to the effect that, under
the REMIC Provisions and any relevant proposed legislation and under applicable
state law, any REMIC constituting part of the Trust Fund may hold REO Property
for a longer period without adversely affecting its REMIC status or causing the
imposition of a Federal or state tax upon any REMIC constituting part of the
Trust Fund. If the Servicer has received such an extension, then the Servicer
shall continue to attempt to sell the REO Property for its fair market value as
determined in good faith by the Servicer for such longer period as such
extension permits (the "Extended Period"). If the Servicer has not received such
an extension and the Servicer is unable to sell the REO Property within 33
months after its acquisition by the Trust Fund or if the Servicer has received
such an extension, and the Servicer is unable to sell the REO Property within
the period ending three months before the close of the Extended Period, the
Servicer shall, before the end of the applicable period, (i) purchase such REO
Property at a price equal to the REO Property's fair market value as determined
in good faith by the Servicer or (ii) auction the REO Property to the highest
bidder (which may be the Servicer) in an auction reasonably designed to produce
a fair price prior to the expiration of the applicable period.
Section 9.05 Grantor Trust Administration.
The parties intend that the portions of the Trust Fund consisting of the
right of the Class P Certificates to receive Originator Prepayment Charge
Payment Amounts and Servicer Prepayment Charge Payment Amounts, the right of the
Offered Certificates to receive Cap Carryover Amounts, the Reserve Accounts and
the right of the Class CE Certificates to receive Yield Maintenance Agreement
Payments subject to the obligation of the Class CE Certificates to pay Cap
Carryover Amounts, shall be treated as a "grantor trust" under the Code, and the
provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Trustee shall furnish or cause to be
furnished (i) to the Holders of the Offered Certificates, (ii) to the Holders of
the Class P Certificates and (iii) to the Holder of the Class CE Certificates
and shall file or cause to be filed with the Internal Revenue Service together
with Form 1041 or such other form as may be applicable, their allocable shares
of income and expenses with respect to the property held by the Grantor Trust,
at the time or times and in the manner required by the Code.
ARTICLE X
TERMINATION
Section 10.01 Termination.
(a) The respective obligations and responsibilities of the Servicer, the
Depositor, the Trustee and the Certificate Registrar created hereby (other than
the obligation of the Trustee to make certain payments to Certificateholders
after the final Distribution Date and the obligation of the Servicer to send
certain notices as hereinafter set forth) shall terminate upon notice to the
Trustee upon the earliest of (i) the Distribution Date on which the Certificate
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Principal Balance of each Class of Certificates has been reduced to zero, (ii)
the final payment or other liquidation of the last Mortgage Loan in the Trust,
and (iii) the optional purchase by the NIMS Insurer, if there is a NIMS Insurer,
or if there is no NIMS Insurer, the Majority Class CE Certificateholders (or if
such holder is the Seller, or an affiliate of the Seller, the Servicer of the
Mortgage Loans) as described below. Notwithstanding the foregoing, in no event
shall the trust created hereby continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Xxxxxx X. Xxxxxxx, the late
ambassador of the United States to the Court of St. Xxxxx, living on the date
hereof.
The NIMS Insurer, if there is a NIMS Insurer, or if there is no NIMS
Insurer, the Majority Class CE Certificateholders (other than, if such holder is
the Seller or an affiliate of the Seller, then the Servicer of the Mortgage
Loans) may, at its option, terminate the Trust Fund and retire the Certificates
on the next succeeding Distribution Date upon which the aggregate current Pool
Balance is less than 10% of the Cut-off Date Aggregate Principal Balance by
purchasing all of the outstanding (i) Mortgage Loans in the Trust Fund at a
price equal to the sum of the outstanding Principal Balance of the Mortgage
Loans and except to the extent previously advanced by the Servicer, accrued and
unpaid interest thereon at the weighted average of the Mortgage Interest Rates
through the end of the Collection Period preceding the final Distribution Date
plus unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees
allocable to such Mortgage Loans and (ii) REO Properties in the Trust Fund at a
price equal to their fair market value as determined in good faith by the
Servicer (the "Termination Price"). If the NIMS Insurer or the Majority Class CE
Certificateholders (or, if the Majority Class CE Certificateholder is the Seller
or an affiliate of the Seller, the Servicer) is subject to regulation by the
Office of the Comptroller of the Currency, the FDIC, the Federal Reserve or the
Office of Thrift Supervision, however, the option may not be exercised unless
the aggregate fair market value of the Mortgage Loans and REO Properties is
greater than or equal to the Termination Price. Notwithstanding the foregoing,
no party may exercise this optional purchase right unless any Reimbursement
Amount owed to the Trust pursuant to Section 2.03 hereof has been paid.
In connection with any such purchase pursuant to the preceding paragraph,
the Servicer shall deliver to the Trustee for deposit in the Distribution
Account all amounts then on deposit in the Collection Account (less amounts
permitted to be withdrawn by the Servicer pursuant to Section 3.07), which
deposit shall be deemed to have occurred immediately following such purchase.
Any such purchase shall be accomplished by delivery on the Determination
Date before such Distribution Date of the Termination Price to the Trustee for
deposit into the Distribution Account as part of Available Funds.
(b) Notice of any termination, specifying the Distribution Date (which
shall be a date that would otherwise be a Distribution Date) upon which the
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee upon the Trustee receiving notice of such date from the NIMS Insurer,
the Majority Class CE Certificateholders or the Servicer, as applicable, by
letter to the Certificateholders mailed not earlier than the 15th day of the
month preceding the month of such final distribution and not later than the 15th
day of the month of such final distribution specifying (1) the Distribution Date
upon which final distribution of the Certificates will be made
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upon presentation and surrender of such Certificates at the office or agency of
the Trustee therein designated, (2) the amount of any such final distribution
and (3) that the Record Date otherwise applicable to such Distribution Date is
not applicable, distributions being made only upon presentation and surrender of
the Certificates at the office or agency of the Trustee therein specified. Not
less than five (5) Business Days prior to such Determination Date relating to
such Distribution Date, the Trustee shall notify the Originator and the Seller
of the amount of any unpaid Reimbursement Amount owed to the Trust.
(c) Upon presentation and surrender of the Certificates, the Trustee shall
cause to be distributed to the Holders of the Certificates on the Distribution
Date for such final distribution, in proportion to the Percentage Interests of
their respective Class and to the extent that funds are available for such
purpose, an amount equal to the amount required to be distributed to such
Holders in accordance with the provisions of Sections 4.01 and 4.02 for such
Distribution Date.
(d) In the event that all Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before such final
Distribution Date, the Trustee shall promptly following such date cause all
funds in the Distribution Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Servicer shall give a second written
notice to the remaining Certificateholders, to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
nine months after the second notice all the Certificates shall not have been
surrendered for cancellation, the Class R Certificateholder shall be entitled to
all unclaimed funds and other assets which remain subject hereto (except with
respect to the Class CE and Class P Certificates) and the Trustee upon transfer
of such funds shall be discharged of any responsibility for such funds, and all
other Certificateholders shall look to the Class R Certificateholder for
payment.
Section 10.02 Additional Termination Requirements.
(a) In the event that the NIMS Insurer, the Majority Class CE
Certificateholders or the Servicer, as applicable, exercises the purchase
option as provided in Section 10.01, the Trust shall be terminated in
accordance with the following additional requirements, unless the Trustee
shall have been furnished with an Opinion of Counsel to the effect that the
failure of the Trust to comply with the requirements of this Section will
not cause an Adverse REMIC Event to occur at any time that any Certificates
are outstanding:
(i) The Trustee shall designate a date within 90 days prior to
the final Distribution Date as the date of adoption of plans of
complete liquidation of each of REMIC 1 and REMIC 2 and shall specify
such date in the final federal income tax return of each REMIC;
(ii) After the date of adoption of such plans of complete
liquidation and at or prior to the final Distribution Date, the
Trustee shall sell all of the assets of the Trust to the Majority
Class CE Certificateholders or the Servicer, as applicable, for cash;
and
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(iii) At the time of the making of the final payment on the
Certificates, the Trustee shall distribute or credit, or cause to be
distributed or credited in the following order of priority (A) (i) to
the Holders of each of the Class A-1, Class A-2 and Class A-3
Certificates, pro rata, and (ii) sequentially, to the Class X-0, Xxxxx
X-0, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7 and Class
M-8 Certificates, the related Certificate Principal Balance, as
applicable, plus one month's interest thereon at the applicable
Certificate Interest Rate, (B) to the Class P Certificates, the
Certificate Principal Balance thereof, (C) to the Class CE
Certificates, the amount of any remaining Monthly Excess Cash Flow
Amounts not previously distributed thereon, (D) to the remaining REMIC
Regular Interests the amounts allocable thereto pursuant to Section
4.08 and (E) to the Class R Certificateholder, all cash on hand in
respect of the REMICs after such payment (other than cash retained to
meet claims) and the Trust shall terminate at such time.
(b) By their acceptance of Certificates, the Holders thereof hereby
agree to appoint the Trustee as their attorney-in-fact to: (i) designate
such date of adoption of plans of complete liquidation and (ii) to take
such other action in connection therewith as may be reasonably required to
carry out such plans of complete liquidation all in accordance with the
terms hereof.
ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01 Amendment.
This Agreement may be amended from time to time by the Depositor, the
Servicer and the Trustee; with the consent of the NIMS Insurer and without the
consent of the Certificateholders, (i) to cure any ambiguity or mistake, (ii) to
correct, modify or supplement any provision herein which may be inconsistent
with any other provision herein or the Prospectus Supplement, (iii) to make any
other provisions with respect to matters or questions arising under this
Agreement, which shall not be inconsistent with the provisions of this
Agreement, (iv) to comply with any requirements imposed by the Code or (v) to
provide for the rights of the NIMS Insurer; provided, however, that any such
action listed in clause (iii) above shall not adversely affect in any respect
the interests of any Certificateholder, as evidenced by (i) notice in writing to
the Depositor, the Servicer and the Trustee from the Rating Agencies that such
action will not result in the reduction or withdrawal of the rating of any
outstanding Class of Certificates with respect to which it is a Rating Agency,
or (ii) an Opinion of Counsel delivered to the Servicer and the Trustee.
In addition, this Agreement may be amended from time to time by the
Depositor, the Servicer and the Trustee, with the consent of the NIMS Insurer
and the Majority Certificateholders for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Agreement
or of modifying in any manner the rights of the Holders of Certificates;
provided, however, that no such amendment or waiver shall (x) reduce in any
manner the amount of, or delay the timing of, payments on the Certificates
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which are required to be made on any Certificate without the consent of the
Holder of such Certificate, (y) adversely affect in any material respect the
interests of the Holders of any Class of Certificates in a manner other than as
described in clause (x) above, without the consent of the Holders of
Certificates of such Class evidencing at least a majority of the Percentage
Interest in such Class, or (z) reduce the percentage of Voting Rights required
by clause (y) above without the consent of the Holders of all Certificates of
such Class then outstanding. Upon approval of an amendment, a copy of such
amendment shall be sent to the Rating Agencies. Prior to the execution of any
amendment to this Agreement, the Trustee shall be entitled to receive and rely
upon an Opinion of Counsel (at the expense of the Person seeking such amendment)
stating that the execution of such amendment is authorized or permitted by this
Agreement. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's own rights, duties or immunities under
this Agreement.
Notwithstanding any provision of this Agreement to the contrary, neither
the Trustee nor the NIMS Insurer shall consent to any amendment to this
Agreement unless it shall have first received an Opinion of Counsel, delivered
by (and at the expense of) the Person seeking such Amendment, to the effect that
such amendment will not cause an Adverse REMIC Event to occur at any time that
any Certificates are outstanding and that the amendment is being made in
accordance with the terms hereof.
Promptly after the execution of any such amendment the Trustee shall
furnish, at the expense of the Person that requested the amendment if such
Person is the Servicer (but in no event at the expense of the Trustee),
otherwise at the expense of the Trust, a copy of such amendment and the Opinion
of Counsel referred to in the immediately preceding paragraph to the Servicer
and each Rating Agency.
It shall not be necessary for the consent of Certificateholders under this
Section 11.01 to approve the particular form of any proposed amendment; instead
it shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Trustee may prescribe.
Section 11.02 Recordation of Agreement; Counterparts.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
of the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Servicer at the expense of the Trust, but only upon direction of
Certificateholders, accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the
Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall together constitute but one and the
same instrument.
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Section 11.03 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not (i) operate to
terminate this Agreement or the Trust, (ii) entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust, or (iii)
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them.
Except as expressly provided for herein, no Certificateholder shall have
any right to vote or in any manner otherwise control the operation and
management of the Trust, or the obligations of the parties hereto, nor shall
anything herein set forth or contained in the terms of the Certificates be
construed so as to constitute the Certificateholders from time to time as
partners or members of an association; nor shall any Certificateholder be under
any liability to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.
No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as herein provided, and unless also the Holders of
Certificates entitled to at least 25% of the Voting Rights shall have made
written request upon the Trustee to institute such action, suit or proceeding in
its own name as Trustee hereunder and shall have offered to the Trustee such
reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the Trustee for 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 is understood
and intended, and expressly covenanted by each Certificateholder with every
other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates, or to obtain or seek to obtain
priority over or preference to any other such Holder, which priority or
preference is not otherwise provided for herein, or to enforce any right under
this Agreement, except in the manner herein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement
of the provisions of this Section 11.03 each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04 Governing Law; Jurisdiction.
This Agreement shall be construed in accordance with the laws of the State
of New York, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws. With respect to any claim
arising out of this Agreement, each party irrevocably submits to the exclusive
jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in The City of New York, and
each party irrevocably waives any objection which it may have at any time to the
laying of venue of any suit, action or proceeding arising out of or relating
hereto brought in any such courts, irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in any
inconvenient forum and further irrevocably waives the right to
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object, with respect to such claim, suit, action or proceeding brought in any
such court, that such court does not have jurisdiction over such party, provided
that service of process has been made by any lawful means.
Section 11.05 Notices.
All directions, demands and notices hereunder shall be in writing and shall
be deemed to have been duly given if personally delivered at or mailed by first
class mail, postage prepaid, or by express delivery service, to (a) in the case
of the Trustee, JPMorgan Chase Bank, 0 Xxx Xxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx
Xxxx 00000-0000, Attention: Institutional Trust Services/Global Debt: CHEC Loan
Trust 2004-2, or such other address as may hereafter be furnished to the
Depositor, the NIMS Insurer and the Servicer in writing by the Trustee, (b) in
the case of the Depositor, Asset Backed Funding Corporation, 000 Xxxxx Xxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Attention: CHEC Loan Trust
2004-2, Asset-Backed Certificates, Series 2004-2, or such other address as may
be furnished to the Servicer, the NIMS Insurer and the Trustee in writing by the
Depositor, (c) in the case of the Servicer, Centex Home Equity Company, LLC,
0000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, Xxxxx 00000, Attention: Chief
Financial Officer, with a copy to the General Counsel, or such other address as
may be hereafter furnished to the Depositor, the NIMS Insurer and the Trustee by
the Servicer in writing and (d) in the case of the NIMS Insurer, such address
furnished to the Depositor, the Servicer and the Trustee in writing by the NIMS
Insurer. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Notice of any Servicer Event of
Termination shall be given by telecopy and by certified mail. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have duly been given when mailed, whether or not the
Certificateholder receives such notice. A copy of any notice required to be
telecopied hereunder shall also be mailed to the appropriate party in the manner
set forth above.
Section 11.06 Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall for any reason whatsoever be held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.07 Article and Section References.
All article and section references used in this Agreement, unless otherwise
provided, are to articles and sections in this Agreement.
Section 11.08 Notice to the Rating Agencies and the NIMS Insurer.
(a) Each of the Trustee and the Servicer shall be obligated to use its best
reasonable efforts promptly to provide notice to the Rating Agencies and the
NIMS Insurer with respect to each of the following of which a Responsible
Officer of the Trustee or the Servicer, as the case may be, has actual
knowledge:
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(i) any material change or amendment to this Agreement;
(ii) the occurrence of any Servicer Event of Termination that has not
been cured or waived;
(iii) the resignation or termination of the Servicer or the Trustee;
(iv) the final payment to Holders of the Certificates of any Class;
(v) any change in the location of any Account; and
(vi) if the Trustee is acting as successor servicer pursuant to
Section 7.02 hereof, any event that would result in the inability of the
Trustee to make Advances.
(vii) In addition, the Servicer shall promptly furnish to each Rating
Agency copies of the following:
(A) each annual statement as to compliance described in Section 3.19
hereof;
(B) each annual independent public accountants' servicing report described
in Section 3.20 hereof; and
(C) each notice delivered pursuant to Section 7.01(a) hereof which relates
to the fact that the Servicer has not made an Advance.
Any such notice pursuant to this Section 11.08 shall be in writing and
shall be deemed to have been duly given if personally delivered or mailed by
first class mail, postage prepaid, or by express delivery service to: Xxxxx'x
Investors Service, Inc., 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention:
Managing Director, Residential Mortgage Backed Securities; Standard & Poor's, a
division of The XxXxxx-Xxxx Companies, Inc., 00 Xxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Mortgage Surveillance Group.; and the NIMS
Insurer, at the address to be provided by the Depositor.
Section 11.09 Further Assurances.
Notwithstanding any other provision of this Agreement, neither the Regular
Certificateholders nor the Trustee shall have any obligation to consent to any
amendment or modification of this Agreement unless they have been provided
reasonable security or indemnity against their out-of-pocket expenses (including
reasonable attorneys' fees) to be incurred in connection therewith.
Section 11.10 Third Party Beneficiary.
Nothing in this Agreement or in the Certificates, expressed or implied,
shall give to any Person, other than the Certificateholders, the parties hereto
and the NIMS Insurer and their successors hereunder, any benefit or any legal or
equitable right, remedy or claim under this Agreement.
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The NIMS Insurer shall be deemed a third-party beneficiary of this
Agreement to the same extent as if it were a party hereto, and shall have the
right to enforce the provisions of this Agreement directly against the parties
to this Agreement.
Section 11.11 Acts of Certificateholders.
(a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Agreement to be given or taken by the
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent duly appointed in writing; and such action shall become effective when
such instrument or instruments are delivered to the Trustee and the Servicer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "act" of the Certificateholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
if made in the manner provided in this Section 11.11.
(b) The fact and date of the execution by any Person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by
the certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof. Whenever such execution is
by a signer acting in a capacity other than his or her individual capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.
(c) Any request, demand, authorization, direction, notice, consent, waiver
or other action by any Certificateholder shall bind every future Holder of such
Certificate and the Holder of every Certificate issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Trustee or the Trust in
reliance thereon, whether or not notation of such action is made upon such
Certificate.
[Signatures follow on next page]
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IN WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
ASSET BACKED FUNDING CORPORATION,
as Depositor
By:/s/ Xxxxxxx X. Xxxxx-Xxxxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxxx-Xxxxxx
Title: Vice President
CENTEX HOME EQUITY COMPANY, LLC,
as Servicer
By: /s/ Xxxxxxx X. Xxxx
-----------------------------------------
Name: Xxxxxxx X. Xxxx
Title: Vice President
JPMORGAN CHASE BANK, as Trustee
By: /s/ Xxxxxxxx Xxxxxx
-----------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Trust Officer
[Signature Page to the Pooling and Servicing Agreement]
STATE OF NORTH CAROLINA )
) ss.:
COUNTY OF MECKLENBURG )
On the 28th day of October, 2004 before me, a notary public in and for said
State, personally appeared Xxxxxxx X. Xxxxx-Xxxxxx, known to me to be a Vice
President of Asset Backed Funding Corporation, a Delaware corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notary Page to the Pooling and Servicing Agreement]
STATE OF NEW YORK )
) ss.:
COUNTY OF )
On the 28th day of October, 2004 before me, a notary public in and for said
State, personally appeared Xxxxxxxx Xxxxxx, known to me to be a Trust Officer of
JPMorgan Chase Bank, a national banking association that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said association, and acknowledged to me that such association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notary Page to the Pooling and Servicing Agreement]
STATE OF DELAWARE )
) ss.:
COUNTY OF )
On the 28th day of October, 2004 before me, a notary public in and for said
State, personally appeared Xxxxxxx X. Xxxx, known to me to be a Vice President
of Centex Home Equity Company, LLC, a Delaware corporation, that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notary Page to the Pooling and Servicing Agreement]
EXHIBIT A-1
[FORM OF THE CLASS A-1 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
A-1-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS A-1
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class A-1 Original Class Certificate Principal
Balance of the Class A-1 Certificates
as of the Closing Date:
Certificate Interest Rate: Floating $145,426,000
Date of Pooling and Servicing Agreement Initial Certificate Principal
and Cut-off Date: October 1, 2004 Balance: $[ ]
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AQ 4 Closing Date: October 28, 2004
ISIN: US162765AQ45
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
A-1-2
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
A-1 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-1
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class A-1 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class A-1 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class A-1
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-1 Certificates.
The Class A-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the
A-1-3
Depositor, the Servicer and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the
A-1-4
Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-1-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as
Certificate Registrar
By:
-----------------------------
Authorized Signatory
Date of authentication: October 28, 2004
A-1-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ___________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
A-1-7
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.
X-0-0
XXXXXXX X-0
[FORM OF THE CLASS A-2 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
A-2-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS A-2
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class A-2 Original Class Certificate
Principal Balance of the Class A-2
Certificates as of the Closing
Date:
Certificate Interest Rate: Floating $56,054,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AR 2 Closing Date: October 28, 2004
ISIN: US162765AR28
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
A-2-2
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
A-2 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-2
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class A-2 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class A-2 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class A-2
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-2 Certificates.
The Class A-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the
A-2-3
Depositor, the Servicer and the Trustee with the consent of the Holders of
Certificates entitled to the Voting Rights identified in the Agreement. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the
A-2-4
Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
A-2-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right __________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) ______________________ a Percentage Interest
equal to ____% evidenced by the within asset-backed Certificate and hereby
authorize(s) the registration of transfer 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 Percentage Interest 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
A-2-7
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.
X-0-0
XXXXXXX X-0
[FORM OF THE CLASS A-3 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
A-3-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS A-3
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class A-3 Original Class Certificate Principal
Balance of the Class A-3 Certificates
as of the Closing Date:
Certificate Interest Rate: Floating $44,984,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AS 0 Closing Date: October 28, 2004
ISIN: US162765AS01
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _______________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class A-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class A-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
A-3-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
A-3 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class A-3 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class A-3
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class A-3 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class A-3 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class A-3
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class A-3 Certificates.
The Class A-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer and the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this
A-3-3
Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the Mortgage Loans at the time of purchase being 10% or less of the
Cut-off Date Aggregate Principal Balance.
A-3-4
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-3-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
A-3-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee)____________________________________ a
Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
A-3-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-1 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-1 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-1-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-1
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-1 Original Class Certificate Principal
Balance of the Class M-1 Certificates
as of the Closing Date:
Certificate Interest Rate: Floating $23,458,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AT 8 Closing Date: October 28, 2004
ISIN: US162765AT83
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-1 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-1 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-1-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-1 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-1 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-1
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-1 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-1 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-1
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-1 Certificates.
The Class M-1 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates as described in the Agreement referred to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the
B-1-3
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the
B-1-4
Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-1-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
------------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-1-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right _____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-1-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-2 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A AND CLASS
M-1 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-2 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-2-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-2
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-2 Original Class Certificate Principal Balance
of the Class M-2 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $9,877,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AU 5 Closing Date: October 28, 2004
ISIN: US162765AU56
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-2 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-2 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-2-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-2 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-2 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-2
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-2 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-2 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-2
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-2 Certificates.
The Class M-2 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates and Class M-1 Certificates as described in the Agreement referred
to herein.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the
B-2-3
Trustee and the rights of the Certificateholders under the Agreement at any time
by the Depositor, the Servicer and the Trustee with the consent of the Holders
of Certificates entitled to the Voting Rights identified in the Agreement. Any
such consent by the Holder of this Certificate shall be conclusive and binding
on such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the
B-2-4
Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-2-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-2-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-3 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1
AND CLASS M-2 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-3 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-3-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-3
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-3 Original Class Certificate Principal Balance
of the Class M-3 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $4,630,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AV 3 Closing Date: October 28, 2004
ISIN: US162765AV30
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-3 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-3 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-3-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-3 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-3 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-3
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-3 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-3 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-3
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-3 Certificates.
The Class M-3 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate and Class M-2 Certificates as described in
the Agreement referred to herein.
B-3-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-3-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-3-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-3-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ___________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-3-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-4 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
CLASS M-2 AND CLASS M-3 CERTIFICATES AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-4 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-4-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-4
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-4 Original Class Certificate Principal Balance
of the Class M-4 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $4,321,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AW 1 Closing Date: October 28, 2004
ISIN: US162765AW13
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-4 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-4 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-4-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-4 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-4 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-4
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-4 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-4 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-4
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-4 Certificates.
The Class M-4 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates and Class M-3
Certificates as described in the Agreement referred to herein.
B-4-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-4-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-4-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the
within-mentioned Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-4-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-4-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-5 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
CLASS M-2, CLASS M-3 AND CLASS M-4 CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-5 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-5-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-5
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-5 Original Class Certificate Principal Balance
of the Class M-5 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $3,086,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AX 9 Closing Date: October 28, 2004
ISIN: US162765AX95
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-5 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-5 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-5-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-5 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-5 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-5
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-5 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-5 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-5
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-5 Certificates.
The Class M-5 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3
Certificates and Class M-4 Certificates as described in the Agreement referred
to herein.
B-5-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-5-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-5-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-5-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ___________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-5-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-6 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
CLASS M-2, CLASS M-3, CLASS M-4 AND CLASS M-5 CERTIFICATES AS DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-6 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-6-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-6
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-6 Original Class Certificate Principal Balance
of the Class M-6 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $3,087,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AY 7 Closing Date: October 28, 2004
ISIN: US162765AY78
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-6 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-6 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-6-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-6 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-6 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-6
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-6 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-6 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-6
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-6 Certificates.
The Class M-6 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates and Class M-5 Certificates as described in
the Agreement referred to herein.
B-6-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-6-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-6-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-6-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-7 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5 AND CLASS M-6 CERTIFICATES AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-7 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-7-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-7
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-7 Original Class Certificate Principal Balance
of the Class M-7 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $3,858,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 AZ 4 Closing Date: October 28, 2004
ISIN: US162765AZ44
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-7 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-7 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-7-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-7 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-7 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-7
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-7 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-7 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-7
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-7 Certificates.
The Class M-7 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates and Class M-6
Certificates as described in the Agreement referred to herein.
B-7-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-7-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-7-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-7-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-7-7
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.
X-0-0
XXXXXXX X-0
[FORM OF CLASS M-8 CERTIFICATE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
CLASS M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6 AND CLASS M-7 CERTIFICATES
AS DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
THE CLASS M-8 CERTIFICATES ARE ONLY OFFERED FOR SALE, AND ARE ONLY TRANSFERABLE
TO PLAN INVESTORS IF AN EXEMPTION FROM THE PROHIBITED TRANSACTION RULES OF ERISA
AND THE CODE APPLIES.
B-8-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS M-8
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class M-8 Original Class Certificate Principal Balance
of the Class M-8 Certificates as of the
Closing Date:
Certificate Interest Rate: Floating $3,087,000
Date of Pooling and Servicing Agreement and Cut-off Date: Initial Certificate Principal Balance: $[ ]
October 1, 2004
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
CUSIP: 162765 BA 8 Closing Date: October 28, 2004
ISIN: US162765BA83
DISTRIBUTIONS IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS
CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN
THE AMOUNT SHOWN ABOVE.
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _________________ is the registered owner of a
Percentage Interest (obtained by dividing the Initial Certificate Principal
Balance of this Certificate by the Original Class Certificate Principal Balance
of the Class M-8 Certificates) in that certain beneficial ownership interest
evidenced by all the Class M-8 Certificates in the Trust Fund created pursuant
to a Pooling and Servicing Agreement, dated as specified above (the
"Agreement"), among Asset Backed Funding Corporation (hereinafter called the
"Depositor," which term includes any successor entity under the Agreement), the
Servicer and the Trustee, a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
B-8-2
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the Business Day immediately preceding such
Distribution Date (the "Record Date"), from funds in the Distribution Account in
an amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to be distributed to the Holders of Class
M-8 Certificates on such Distribution Date pursuant to the Agreement; provided,
however, that if any Class M-8 Certificate becomes a Definitive Certificate, the
Record Date for such Certificate will be the last Business Day of the month
immediately preceding the month in which the related Distribution Date occurs.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class M-8
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
The Certificate Interest Rate for the Class M-8 Certificates for each
Distribution Date will be the least of (i) One-Month LIBOR as of the related
LIBOR Determination Date plus the Class M-8 Certificate Margin, (ii) the Maximum
Rate Cap and (iii) the Pool Cap. Interest will accrue on the Class M-8
Certificates during each Interest Accrual Period at the Certificate Interest
Rate.
This Certificate is one of a duly authorized issue of Certificates
designated as CHEC Loan Trust 2004-2, Asset-Backed Certificates, of the Series
specified on the face hereof (herein called the "Certificates") and representing
a Percentage Interest in the Class M-8 Certificates.
The Class M-8 Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
This certificate is subordinated in right of payment to the Class A
Certificates, Class M-1 Certificate, Class M-2 Certificates, Class M-3
Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
Certificates and Class M-7 Certificates as described in the Agreement referred
to herein.
B-8-3
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as
B-8-4
provided in the Agreement. The exercise of such right will effect early
retirement of the Certificates; however, such right to purchase is subject to
the aggregate Pool Balance of the Mortgage Loans at the time of purchase being
10% or less of the Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-8-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-------------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
B-8-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
B-8-7
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.
B-8-8
EXHIBIT C-1
[FORM OF CLASS CE CERTIFICATES]
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A DIRECT OR
INDIRECT BENEFICIAL INTEREST IN 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") AND
CERTAIN OTHER PROPERTY.
THIS CLASS CE CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CLASS CE CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS CE CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW WILL BE REGISTERED EXCEPT AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT.
C-1-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS CE
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class CE Servicer: Centex Home Equity Company, LLC
Date of Pooling and Servicing Agreement and Cut-off Date: Trustee: JPMorgan Chase Bank
October 1, 2004
Closing Date: October 28, 2004
First Distribution Date: November 26, 2004
No.
Percentage Interest: 100%
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class CE Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount required
to be distributed to the Holders of Class CE Certificates on such Distribution
Date pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately
C-1-2
available funds to the account of the Person entitled thereto if such Person
shall have so notified the Certificate Registrar in writing at least five (5)
Business Days prior to the Record Date immediately prior to such Distribution
Date and is the registered owner of Class CE Certificates, or by check mailed by
first class mail to the address of the Person entitled thereto, as such name and
address shall appear on the Certificate Register, provided that the Certificate
Registrar may deduct a reasonable wire transfer fee from any payment made by
wire transfer. Notwithstanding the above, the final distribution on this
Certificate will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency appointed by the Trustee for that purpose as provided in the
Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Mortgage Loan Asset-Backed Certificates of the Series specified on
the face hereof (herein called the "Certificates") and representing the
Percentage Interest specified on the face hereof.
The Class CE Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
C-1-3
No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
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 a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and any Servicer 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 a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA, Section 4975 of the Code or any materially similar
provisions of applicable federal, state or local law (collectively, "Plans") or
any person who is directly or indirectly purchasing the Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan except as provided in the Pooling and Servicing Agreement.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement
C-1-4
at a price determined as provided in the Agreement from the Trust Fund of all
Mortgage Loans and all property acquired in respect of such Mortgage Loans. The
Agreement permits, but does not require, the party designated in the Agreement
to purchase from the Trust Fund all Mortgage Loans and all property acquired in
respect of any Mortgage Loan at a price determined as provided in the Agreement.
The exercise of such right will effect early retirement of the Certificates;
however, such right to purchase is subject to the aggregate Pool Balance of the
Mortgage Loans at the time of purchase being 10% or less of the Cut-off Date
Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assume no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-1-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
C-1-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ___________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
C-1-7
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.
C-1-8
EXHIBIT C-2
[FORM OF CLASS P CERTIFICATE]
THIS CLASS P CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS BENEFICIAL
OWNERSHIP OF 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") AND CERTAIN OTHER
PROPERTY.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW WILL BE REGISTERED EXCEPT AS PROVIDED
IN THE POOLING AND SERVICING AGREEMENT.
C-2-1
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS P
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class P Original Class Certificate Principal Balance of the
Class P Certificates as of the Closing Date: $100
Date of Pooling and Servicing Agreement and Cut-off Date:
October 1, 2004 Initial Certificate Principal Balance: $100
First Distribution Date: November 26, 2004 Servicer: Centex Home Equity Company, LLC
No. Trustee: JPMorgan Chase Bank
Closing Date: October 28, 2004
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that __________________________________ is the
registered owner of a Percentage Interest set forth above in that certain
beneficial ownership interest evidenced by all the Class P Certificates in the
Trust Fund created pursuant to a Pooling and Servicing Agreement, dated as
specified above (the "Agreement"), among Asset Backed Funding Corporation
(hereinafter called the "Depositor," which term includes any successor entity
under the Agreement), the Servicer and the Trustee, a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from Prepayment Charges, Originator Prepayment Charge Payment Amounts
and Servicer Prepayment Charge Payment Amounts in the Distribution Account in an
amount equal to the product of the Percentage Interest evidenced by this
Certificate and the amount required to
C-2-2
be distributed to the Holders of Class P Certificates on such Distribution Date
pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified the Certificate Registrar in
writing at least five (5) Business Days prior to the Record Date immediately
prior to such Distribution Date and is the registered owner of Class P
Certificates, or by check mailed by first class mail to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register, provided that the Certificate Registrar may deduct a
reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest specified on the face hereof.
The Class P Certificates are limited in right of payment to Prepayment
Charges received on the Mortgage Loans, Originator Prepayment Charge Payment
Amounts and Servicer Prepayment Charge Payment Amounts, all as more specifically
set forth herein and in the Agreement. As provided in the Agreement, withdrawals
from the Collection Account and the Distribution Account may be made from time
to time for purposes other than distributions to Certificateholders, such
purposes including reimbursement of advances made, or certain expenses incurred,
with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
C-2-3
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
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 a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and any Servicer 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 a Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA, Section 4975 of the Code or any materially similar
provisions of applicable federal, state or local law (collectively, "Plans") or
any person who is directly or indirectly purchasing the Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar or any such agent shall be affected by notice
to the contrary.
C-2-4
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the Mortgage Loans at the time of purchase being 10% or less of the
Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-2-5
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
------------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
------------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
C-2-6
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
C-2-7
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.
C-2-8
EXHIBIT C-3
[FORM OF CLASS R CERTIFICATE]
THIS CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.
FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS THE "RESIDUAL
INTEREST" IN TWO SEPARATE "REAL ESTATE MORTGAGE INVESTMENT CONDUITS," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE").
THIS CLASS R CERTIFICATE IS SUBORDINATE TO THE OFFERED CERTIFICATES OF THIS
SERIES TO THE EXTENT DESCRIBED HEREIN AND IN THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE WILL NOT BE ENTITLED TO PAYMENTS UNTIL SUCH TIME AS
DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.
THIS CLASS R CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE SECURITIES LAWS OF
ANY STATE. ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE WITHOUT
SUCH REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION THAT DOES
NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND IN ACCORDANCE WITH THE
PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO
HEREIN.
NO TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, SECTION 4975 OF THE CODE OR ANY MATERIALLY SIMILAR PROVISIONS
OF APPLICABLE FEDERAL, STATE OR LOCAL LAW WILL BE REGISTERED.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CLASS R CERTIFICATE MAY BE
MADE ONLY IF THE PROPOSED TRANSFEREE PROVIDES (1) AN AFFIDAVIT TO THE
CERTIFICATE REGISTRAR THAT SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY
STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE CODE (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING
C-3-1
HEREINAFTER REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR (D) AN AGENT OF A
DISQUALIFIED ORGANIZATION AND (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 CLASS R 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. EACH HOLDER OF THE CLASS R CERTIFICATE BY ACCEPTANCE OF THIS
CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS
PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION IS
PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS CLASS R CERTIFICATE.
C-3-2
CHEC LOAN TRUST 2004-2
ASSET-BACKED CERTIFICATES SERIES 2004-2, CLASS R
evidencing a beneficial ownership interest in a Trust Fund consisting primarily
of a pool of conventional fixed-rate and adjustable-rate one- to four-family
first and second lien residential mortgage loans formed and sold by
ASSET BACKED FUNDING CORPORATION
Series 2004-2, Class R Servicer: Centex Home Equity Company, LLC
Date of Pooling and Servicing Agreement and Cut-off Date: Trustee: JPMorgan Chase Bank
October 1, 2004
First Distribution Date: November 26, 2004 Closing Date: October 28, 2004
No.
Percentage Interest: 100%
THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ASSET BACKED
FUNDING CORPORATION, THE SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE IS NOT GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED
STATES.
This certifies that _______________________ is the registered owner of
100% Percentage Interest in that certain beneficial ownership interest evidenced
by the Class R Certificate in the Trust Fund created pursuant to a Pooling and
Servicing Agreement, dated as specified above (the "Agreement"), among Asset
Backed Funding Corporation (hereinafter called the "Depositor," which term
includes any successor entity under the Agreement), the Servicer and the
Trustee, a summary of certain of the pertinent provisions of which is set forth
hereafter. To the extent not defined herein, the capitalized terms used herein
have the meanings assigned in the Agreement. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, distributions will be made on
the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (a "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered on the last Business Day of the month immediately
preceding the month in which the related Distribution Date occurs (the "Record
Date"), from funds in the Distribution Account in the amount required to be
distributed to the Holder of Class R Certificate on such Distribution Date
pursuant to the Agreement.
All distributions to the Holder of this Certificate under the Agreement
will be made or caused to be made by or on behalf of the Trustee by wire
transfer in immediately available funds to the account of the Person entitled
thereto if such Person shall have so notified
C-3-3
the Certificate Registrar in writing at least five (5) Business Days prior to
the Record Date immediately prior to such Distribution Date and is the
registered owner of Class R Certificate, or by check mailed by first class mail
to the address of the Person entitled thereto, as such name and address shall
appear on the Certificate Register, provided that the Certificate Registrar may
deduct a reasonable wire transfer fee from any payment made by wire transfer.
Notwithstanding the above, the final distribution on this Certificate will be
made after due notice by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or agency
appointed by the Trustee for that purpose as provided in the Agreement.
This Certificate is one of a duly authorized issue of Certificates
designated as Asset-Backed Certificates of the Series specified on the face
hereof (herein called the "Certificates") and representing the Percentage
Interest specified on the face hereof.
The Class R Certificate is limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Collection Account and the Distribution Account
may be made from time to time for purposes other than distributions to
Certificateholders, such purposes including reimbursement of advances made, or
certain expenses incurred, with respect to the Mortgage Loans.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Depositor, the Servicer, the Trustee and the rights of the Certificateholders
under the Agreement at any time by the Depositor, the Servicer and the Trustee
with the consent of the Holders of Certificates entitled to the Voting Rights
identified in the Agreement. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and upon all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor 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 appointed by the Trustee as provided in the Agreement, duly
endorsed by, or accompanied by an assignment in the form below or other written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable in fully registered form only without
coupons in Classes and denominations representing Percentage Interests specified
in the Agreement. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.
C-3-4
No transfer of this Certificate shall be made unless that transfer is
made pursuant to an effective registration statement under the 1933 Act and
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 a transfer is to be made without registration
or qualification, the Certificate Registrar shall require, in order to assure
compliance with such laws, either (i) that the Certificateholder desiring to
effect the transfer and such Certificateholder's prospective transferee each
execute a representation letter in the form described by the Agreement
certifying to the Certificate Registrar the facts surrounding the transfer, or
(ii) unless such transfer is made in reliance upon Rule 144A under the 1933 Act,
that the Depositor and the Certificate Registrar receive an Opinion of Counsel
satisfactory to them that such transfer may be made without such registration or
qualification, which Opinion of Counsel shall not be an expense of the
Depositor, the Trustee or the Certificate Registrar, in their respective
capacities as such. None of the Depositor, the Certificate Registrar 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 such Certificateholder
desiring to effect such transfer shall, and does hereby agree to, indemnify the
Trustee, the Depositor, the Certificate Registrar and any Servicer against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.
No transfer of this Certificate or any interest therein may be made to
employee benefit plans and certain other retirement plans and arrangements,
including individual retirement accounts and annuities, Xxxxx plans and
collective investment funds and separate accounts in which such plans, accounts
or arrangements are invested that are subject to the fiduciary responsibility
provisions of ERISA, Section 4975 of the Code or any materially similar
provisions of applicable federal, state or local law (collectively, "Plans") or
any person who is directly or indirectly purchasing the Certificate or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan.
The Holder of this Certificate, by its acceptance hereof, shall be
deemed for all purposes to have consented to the provisions of Section 5.02 of
the Agreement and to any amendment of the Agreement deemed necessary by counsel
of the Depositor to ensure that the transfer of this Certificate to any Person
other than a Permitted Transferee or any other Person will not cause the Trust
to cease to qualify as two separate REMICs or cause the imposition of a tax upon
the Trust.
No service charge will be made for any such registration of transfer or
exchange of Certificates, but the Certificate Registrar may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any transfer or exchange of Certificates.
The Depositor, the Servicer, the Trustee and the Certificate Registrar
and any agent of the Depositor, the Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name this Certificate is registered as
the owner hereof for all purposes, and none of the Depositor, the Servicer, the
Trustee, the Certificate Registrar nor any such agent shall be affected by
notice to the contrary.
C-3-5
The obligations created by the Agreement and the Trust Fund created
thereby shall terminate upon payment to the Certificateholders of all amounts
held by or on behalf of the Trustee and required to be paid to them pursuant to
the Agreement following 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, and (ii) the purchase by the party designated in
the Agreement at a price determined as provided in the Agreement from the Trust
Fund of all Mortgage Loans and all property acquired in respect of such Mortgage
Loans. The Agreement permits, but does not require, the party designated in the
Agreement to purchase from the Trust Fund all Mortgage Loans and all property
acquired in respect of any Mortgage Loan at a price determined as provided in
the Agreement. The exercise of such right will effect early retirement of the
Certificates; however, such right to purchase is subject to the aggregate Pool
Balance of the Mortgage Loans at the time of purchase being 10% or less of the
Cut-off Date Aggregate Principal Balance.
The recitals contained herein shall be taken as statements of the
Depositor and the Trustee assumes no responsibility for their correctness.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-3-6
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: October 28, 2004
JPMORGAN CHASE BANK, as Trustee
By:
-----------------------------------
Authorized Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
JPMORGAN CHASE BANK, as Certificate
Registrar
By:
-----------------------------------
Authorized Signatory
Date of authentication: October 28, 2004
C-3-7
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
---------
(Cust) (Minor)
TEN ENT - as tenants by the entireties under Uniform Gifts
to Minors Act
JT TEN - as joint tenants with right ____________________
of survivorship and not as (State)
tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
(Please print or typewrite name, address including postal zip code, and Taxpayer
Identification Number of assignee) _____________________________________________
a Percentage Interest equal to ____% evidenced by the within asset-backed
Certificate and hereby authorize(s) the registration of transfer 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 Percentage Interest 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
C-3-8
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.
C-3-9
EXHIBIT D
MORTGAGE LOAN SCHEDULE
D-2-1
ORIGINAL ORIGINATION FIRST PAY MATURITY
LOAN ID ZIP STATE PROPERTY TYPE OCCUPANCY TERM DATE DATE DATE
246302646 43205 OH Single Family Primary 360 7/21/2003 9/1/2003 8/1/2033
259915889 19023 PA Single Family Primary 360 12/19/2003 2/1/2004 1/1/2034
259006474 28580 NC Single Family Primary 360 12/23/2003 2/1/2004 1/1/2034
247304152 89506 NV Single Family Primary 360 1/26/2004 3/1/2004 2/1/2034
256605025 17020 PA Single Family Primary 360 1/28/2004 3/15/2004 2/15/2034
259915786 2889 RI Single Family Primary 360 1/28/2004 3/1/2004 2/1/2034
247407081 63042 MO Single Family Primary 360 1/28/2004 3/15/2004 2/15/2034
248604031 81504 CO Single Family Primary 360 1/29/2004 3/15/2004 2/15/2034
259800408 40391 KY Single Family Primary 360 2/3/2004 4/1/2004 3/1/2034
241216444 45342 OH Single Family Primary 360 2/5/2004 3/15/2004 2/15/2034
258109404 48217 MI Single Family Primary 360 2/6/2004 3/15/2004 2/15/2034
258911462 33764 FL Single Family Primary 360 2/6/2004 3/15/2004 2/15/2034
254502486 93551 CA Single Family Primary 360 2/7/2004 3/15/2004 2/15/2034
242615879 48224 MI 2-4 Family Primary 360 2/9/2004 3/15/2004 2/15/2034
246806199 31046 GA Single Family Primary 360 2/9/2004 3/15/2004 2/15/2034
284202712 95383 CA Single Family Primary 360 2/10/2004 3/15/2004 2/15/2034
245407678 64477 MO Single Family Primary 360 2/12/2004 4/1/2004 3/1/2034
246806431 30132 GA Single Family Primary 360 2/16/2004 4/1/2004 3/1/2034
247304245 47362 IN Single Family Primary 360 2/16/2004 4/1/2004 3/1/2034
245706619 33012 FL Townhome Primary 360 2/18/2004 4/1/2004 3/1/2034
246902537 23464 VA Single Family Primary 360 2/23/2004 4/1/2004 3/1/2034
254202280 2124 MA 2-4 Family Primary 360 2/23/2004 4/1/2004 3/1/2034
247601859 77502 TX Single Family Primary 360 2/26/2004 4/1/2004 3/1/2034
245210429 53209 WI Single Family Primary 360 2/27/2004 4/1/2004 3/1/2034
245605169 27284 NC Single Family Primary 360 3/5/2004 4/15/2004 3/15/2034
247304331 87123 NM PUD Primary 360 3/5/2004 4/15/2004 3/15/2034
255711714 88201 NM Single Family Primary 360 3/5/2004 4/10/2004 3/10/2034
259915532 48215 MI Single Family Primary 360 3/5/2004 5/1/2004 4/1/2034
252003226 46516 IN Single Family Primary 360 3/10/2004 4/15/2004 3/15/2034
259915376 67601 KS Single Family Primary 360 3/10/2004 4/15/2004 3/15/2034
259006397 23112 VA PUD Primary 180 3/12/2004 5/1/2004 4/1/2019
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245408118 68138 NE Single Family Primary 180 7/29/2004 9/1/2004 8/1/2019
245408147 80542 CO Single Family Primary 180 7/29/2004 9/1/2004 8/1/2019
245605499 27540 NC PUD Primary 240 7/29/2004 9/3/2004 8/3/2024
247403684 32503 FL Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
250900411 27301 NC Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
251600650 84414 UT Single Family Primary 240 7/29/2004 9/3/2004 8/3/2024
258000051 93720 CA Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
259104709 76240 TX Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
259104799 65686 MO Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
259104821 26206 WV Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
287700006 88012 NM Single Family Primary 180 7/29/2004 9/1/2004 8/1/2019
287900170 85242 AZ Single Family Primary 240 7/29/2004 9/1/2004 8/1/2024
148902857 33467 FL Condominium Primary 360 7/30/2004 9/1/2004 8/1/2034
148902892 29485 SC PUD Primary 360 7/30/2004 9/1/2004 8/1/2034
243212309 98146 WA Single Family Primary 360 7/30/2004 9/15/2004 8/15/2034
245107195 17319 PA Condominium Primary 360 7/30/2004 9/1/2004 8/1/2034
245304798 60090 IL Condominium Primary 360 7/30/2004 9/1/2004 8/1/2034
246205005 6606 CT Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
246704286 6010 CT Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
246704378 25401 WV Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
247304914 89506 NV Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
247407662 34994 FL Condominium Primary 360 7/30/2004 9/1/2004 8/1/2034
247602365 33711 FL Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
248604448 22407 VA PUD Primary 360 7/30/2004 9/1/2004 8/1/2034
248604461 40342 KY Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
252003739 46044 IN Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
259006638 33312 FL Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
259916369 46030 IN Single Family Primary 360 7/30/2004 10/1/2004 9/1/2034
287600205 78728 TX Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
287900153 46383 IN Single Family Primary 360 7/30/2004 9/1/2004 8/1/2034
148902913 87107 NM PUD Primary 240 7/30/2004 9/1/2004 8/1/2024
148902918 87144 NM PUD Primary 240 7/30/2004 9/1/2004 8/1/2024
148902919 29485 SC PUD Primary 240 7/30/2004 9/1/2004 8/1/2024
243414932 53590 WI Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
245304846 60090 IL Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
245707198 33351 FL PUD Primary 180 7/30/2004 9/2/2004 8/2/2019
246704289 6010 CT Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
246704307 6010 CT Single Family Primary 180 7/30/2004 9/1/2004 8/1/2019
246704377 25560 WV Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
246704381 25401 WV Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
246903019 23602 VA Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
247304916 89506 NV Single Family Primary 180 7/30/2004 9/1/2004 8/1/2019
247403685 78745 TX Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
247403686 71115 LA PUD Primary 180 7/30/2004 9/1/2004 8/1/2019
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247601163 50595 IA Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
258000053 89433 NV PUD Primary 240 7/30/2004 10/1/2004 9/1/2024
259104947 27577 NC Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
259104964 28304 NC Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
259104976 42713 KY Single Family Primary 240 7/30/2004 9/1/2004 8/1/2024
259105017 37814 TN Single Family Primary 180 7/30/2004 9/1/2004 8/1/2019
287000105 12182 NY Single Family Primary 240 7/30/2004 9/4/2004 8/4/2024
287500190 32811 FL Condominium Primary 240 7/30/2004 9/2/2004 8/2/2024
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247304911 46123 IN Single Family Primary 240 7/31/2004 9/15/2004 8/15/2024
148902875 76210 TX PUD Primary 360 8/2/2004 9/15/2004 8/15/2034
240011844 79331 TX Single Family Primary 360 8/2/2004 9/6/2004 8/6/2034
242709588 74563 OK Single Family Primary 240 8/2/2004 9/6/2004 8/6/2024
246807054 40391 KY Single Family Primary 360 8/2/2004 9/15/2004 8/15/2034
257901419 6098 CT Single Family Primary 360 8/2/2004 9/15/2004 8/15/2034
258413352 78411 TX Single Family Primary 360 8/2/2004 9/15/2004 8/15/2034
247304874 85379 AZ PUD Primary 360 8/2/2004 9/15/2004 8/15/2034
148902922 76123 TX PUD Primary 240 8/2/2004 9/3/2004 8/3/2024
148902932 76210 TX PUD Primary 240 8/2/2004 9/3/2004 8/3/2024
240011880 75043 TX PUD Primary 180 8/2/2004 9/2/2004 8/2/2019
245408166 80010 CO Single Family Primary 180 8/2/2004 9/6/2004 8/6/2019
247304875 85379 AZ PUD Primary 180 8/2/2004 9/6/2004 8/6/2019
247601215 51106 IA Single Family Primary 240 8/2/2004 9/6/2004 8/6/2024
247601240 80126 CO Single Family Primary 240 8/2/2004 9/6/2004 8/6/2024
249519728 58078 ND Single Family Primary 180 8/2/2004 9/6/2004 8/6/2019
251200584 50315 IA Single Family Primary 240 8/2/2004 9/15/2004 8/15/2024
251600657 84065 UT Single Family Primary 240 8/2/2004 9/15/2004 8/15/2024
287200203 90047 CA Single Family Primary 240 8/2/2004 9/3/2004 8/3/2024
240011902 59911 MT Single Family Primary 360 8/3/2004 9/15/2004 8/15/2034
246704368 6483 CT 2-4 Family Primary 360 8/3/2004 9/15/2004 8/15/2034
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252403058 70356 LA Single Family Primary 360 8/3/2004 9/15/2004 8/15/2034
287500150 32701 FL Single Family Primary 360 8/3/2004 9/15/2004 8/15/2034
245707208 33009 FL Condominium Primary 180 8/3/2004 9/3/2004 8/3/2019
251100460 95023 CA Single Family Primary 180 8/3/2004 9/4/2004 8/4/2019
287500151 32701 FL Single Family Primary 180 8/3/2004 9/3/2004 8/3/2019
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245707232 33032 FL Single Family Primary 360 8/4/2004 9/9/2004 8/9/2034
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247602563 88240 NM Single Family Primary 360 8/4/2004 9/4/2004 8/4/2034
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259210232 32934 FL Single Family Primary 360 8/4/2004 9/15/2004 8/15/2034
248604465 32244 FL Single Family Primary 360 8/4/2004 10/1/2004 9/1/2034
245605454 28429 NC Single Family Primary 360 8/4/2004 9/15/2004 8/15/2034
245408174 80226 CO Single Family Primary 180 8/4/2004 9/9/2004 8/9/2019
245605455 28429 NC Single Family Primary 240 8/4/2004 9/4/2004 8/4/2024
246403909 92801 CA Single Family Primary 180 8/4/2004 9/9/2004 8/9/2019
248604500 32244 FL Single Family Primary 180 8/4/2004 10/1/2004 9/1/2019
284803845 92307 CA Single Family Primary 240 8/4/2004 9/15/2004 8/15/2024
284803857 89130 NV Townhome Primary 180 8/4/2004 9/15/2004 8/15/2019
285001953 84123 UT Single Family Primary 240 8/4/2004 9/15/2004 8/15/2024
245107117 14613 NY Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
245107194 13126 NY Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
245408195 80012 CO Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
248604476 28376 NC Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
252003756 47421 IN Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
253501301 22172 VA Single Family Primary 360 8/5/2004 9/15/2004 8/15/2034
148902928 63051 MO PUD Primary 240 8/5/2004 9/5/2004 8/5/2024
148902945 87144 NM Single Family Primary 240 8/5/2004 10/1/2004 9/1/2024
245211076 45011 OH Single Family Primary 180 8/5/2004 9/10/2004 8/10/2019
245211128 45150 OH Single Family Primary 180 8/5/2004 9/10/2004 8/10/2019
245408190 80012 CO Single Family Primary 180 8/5/2004 9/10/2004 8/10/2019
245408194 80012 CO Single Family Primary 180 8/5/2004 9/5/2004 8/5/2019
246008760 92057 CA PUD Primary 180 8/5/2004 9/15/2004 8/15/2019
251500404 59401 MT Single Family Primary 240 8/5/2004 9/15/2004 8/15/2024
252003751 46561 IN Single Family Primary 240 8/5/2004 9/10/2004 8/10/2024
148902893 95776 CA Single Family Primary 360 8/6/2004 10/1/2004 9/1/2034
240011890 76135 TX Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
245107143 14215 NY Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
245107212 14617 NY Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
245304851 48180 MI Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
246704398 27030 NC Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
248604487 62514 IL Single Family Primary 360 8/6/2004 9/15/2004 8/15/2034
287900173 98284 WA Single Family Primary 360 8/6/2004 10/1/2004 9/1/2034
148902903 93311 CA Single Family Primary 240 8/6/2004 10/1/2004 9/1/2024
243711628 85745 AZ PUD Primary 180 8/6/2004 9/11/2004 8/11/2019
246204983 1915 MA Single Family Primary 240 8/6/2004 9/6/2004 8/6/2024
246807151 30736 GA Single Family Primary 180 8/6/2004 9/11/2004 8/11/2019
247601258 78209 TX Condominium Primary 180 8/6/2004 9/6/2004 8/6/2019
251300771 60453 IL Single Family Primary 180 8/6/2004 9/1/2004 8/1/2019
287700010 76020 TX Single Family Primary 180 8/6/2004 9/6/2004 8/6/2019
287900175 98284 WA Single Family Primary 180 8/6/2004 10/1/2004 9/1/2019
254807018 77039 TX Single Family Primary 360 8/7/2004 9/15/2004 8/15/2034
257901499 6708 CT Single Family Primary 360 8/7/2004 9/1/2004 8/1/2034
257901569 6382 CT Single Family Primary 360 8/7/2004 9/15/2004 8/15/2034
285001994 89115 NV Single Family Primary 240 8/7/2004 9/12/2004 8/12/2024
148902867 76123 TX PUD Primary 360 8/9/2004 9/15/2004 8/15/2034
246205011 2301 MA Single Family Primary 360 8/9/2004 9/13/2004 8/13/2034
250900415 28677 NC Single Family Primary 360 8/9/2004 9/15/2004 8/15/2034
253600794 78250 TX PUD Primary 180 8/9/2004 9/13/2004 8/13/2019
254806891 77651 TX Single Family Primary 180 8/9/2004 9/13/2004 8/13/2019
255316007 75154 TX Single Family Primary 360 8/9/2004 9/15/2004 8/15/2034
255612840 77064 TX PUD Primary 360 8/9/2004 9/13/2004 8/13/2034
283400021 26554 WV Single Family Primary 360 8/9/2004 9/15/2004 8/15/2034
148902937 29485 SC PUD Primary 240 8/9/2004 9/9/2004 8/9/2024
240011876 76180 TX Single Family Primary 240 8/9/2004 9/9/2004 8/9/2024
247304939 85296 AZ PUD Primary 180 8/9/2004 9/13/2004 8/13/2019
247403689 33056 FL Single Family Primary 240 8/9/2004 9/13/2004 8/13/2024
247601222 80011 CO Single Family Primary 240 8/9/2004 9/13/2004 8/13/2024
248604516 28277 NC Townhome Primary 240 8/9/2004 9/9/2004 8/9/2024
253903773 91722 CA Single Family Primary 360 8/9/2004 9/30/2004 8/30/2034
287500242 32708 FL Townhome Primary 180 8/9/2004 9/9/2004 8/9/2019
287700014 80233 CO Single Family Primary 240 8/9/2004 9/13/2004 8/13/2024
148902535 92563 CA PUD Primary 360 8/10/2004 10/1/2004 9/1/2034
240112275 37663 TN Single Family Primary 360 8/10/2004 9/14/2004 8/14/2034
242115450 27405 NC Single Family Primary 360 8/10/2004 9/14/2004 8/14/2034
245107220 14731 NY Single Family Primary 360 8/10/2004 10/1/2004 9/1/2034
245707233 33705 FL Single Family Primary 360 8/10/2004 10/1/2004 9/1/2034
246008779 91701 CA Single Family Primary 360 8/10/2004 10/1/2004 9/1/2034
246403897 92274 CA Single Family Primary 360 8/10/2004 10/1/2004 9/1/2034
251100451 94601 CA Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
252402974 18020 PA Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
252704441 76114 TX Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
252704460 76708 TX Single Family Primary 180 8/10/2004 9/14/2004 8/14/2019
253001670 15668 PA Condominium Primary 360 8/10/2004 9/15/2004 8/15/2034
253501198 20121 VA Townhome Primary 360 8/10/2004 9/15/2004 8/15/2034
254704501 93307 CA PUD Primary 360 8/10/2004 9/15/2004 8/15/2034
255410989 78702 TX Single Family Primary 120 8/10/2004 9/14/2004 8/14/2014
258000055 45424 OH Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
258302252 54501 WI Single Family Primary 360 8/10/2004 9/14/2004 8/14/2034
258606928 19145 PA Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
258812218 78719 TX Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
283400014 34951 FL Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
285201463 33409 FL Single Family Primary 360 8/10/2004 9/15/2004 8/15/2034
287800006 30297 GA Single Family Primary 360 8/10/2004 10/1/2004 9/1/2034
242115669 28262 NC PUD Primary 360 8/10/2004 9/15/2004 8/15/2034
148902917 92563 CA PUD Primary 180 8/10/2004 10/1/2004 9/1/2019
148902940 29483 SC PUD Primary 240 8/10/2004 10/1/2004 9/1/2024
240213230 98204 WA Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
242115734 28262 NC PUD Primary 240 8/10/2004 9/14/2004 8/14/2024
242412449 73071 OK Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
243212425 98310 WA Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
246008761 87121 NM Single Family Primary 240 8/10/2004 10/1/2004 9/1/2024
246704412 6119 CT Condominium Primary 240 8/10/2004 9/10/2004 8/10/2024
248604517 30058 GA Single Family Primary 180 8/10/2004 9/10/2004 8/10/2019
257106644 8330 NJ Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
258413375 33196 FL Single Family Primary 240 8/10/2004 9/14/2004 8/14/2024
284404473 33319 FL PUD Primary 180 8/10/2004 9/15/2004 8/15/2019
287700013 34759 FL PUD Primary 240 8/10/2004 9/10/2004 8/10/2024
240011893 76266 TX Single Family Primary 360 8/11/2004 10/1/2004 9/1/2034
243415030 54498 WI Single Family Primary 360 8/11/2004 9/15/2004 8/15/2034
243518465 16146 PA Single Family Primary 360 8/11/2004 10/1/2004 9/1/2034
245211143 45227 OH Single Family Primary 360 8/11/2004 10/1/2004 9/1/2034
246008717 91001 CA Single Family Primary 360 8/11/2004 10/1/2004 9/1/2034
246008768 91352 CA Single Family Primary 360 8/11/2004 10/1/2004 9/1/2034
246807163 37174 TN Single Family Primary 360 8/11/2004 9/15/2004 8/15/2034
248604511 30045 GA PUD Primary 360 8/11/2004 9/15/2004 8/15/2034
246807185 37174 TN Single Family Primary 180 8/11/2004 9/11/2004 8/11/2019
248604519 30045 GA PUD Primary 180 8/11/2004 9/11/2004 8/11/2019
249519922 21122 MD PUD Primary 240 8/11/2004 9/16/2004 8/16/2024
284703898 34984 FL Single Family Primary 240 8/11/2004 10/1/2004 9/1/2024
287600245 78613 TX PUD Primary 240 8/11/2004 9/11/2004 8/11/2024
246807172 37716 TN Single Family Primary 360 8/12/2004 9/12/2004 8/12/2034
246903015 21060 MD Single Family Primary 360 8/12/2004 9/15/2004 8/15/2034
287701079 79108 TX Single Family Primary 360 8/12/2004 9/15/2004 8/15/2034
287701093 64080 MO Single Family Primary 360 8/12/2004 9/15/2004 8/15/2034
289100007 76630 TX Single Family Primary 240 8/12/2004 10/1/2004 9/1/2024
245605525 27516 NC Single Family Primary 360 8/12/2004 10/1/2004 9/1/2034
148902969 92563 CA PUD Primary 180 8/12/2004 10/1/2004 9/1/2019
246008774 92345 CA Single Family Primary 240 8/12/2004 10/1/2004 9/1/2024
246903017 21060 MD Single Family Primary 240 8/12/2004 9/12/2004 8/12/2024
251300780 44319 OH Single Family Primary 180 8/12/2004 9/15/2004 8/15/2019
259104830 85741 AZ Townhome Primary 240 8/12/2004 9/13/2004 8/13/2024
245107127 15765 PA Single Family Primary 360 8/13/2004 9/15/2004 8/15/2034
245605524 27703 NC PUD Primary 360 8/13/2004 9/15/2004 8/15/2034
286900142 98498 WA Single Family Primary 360 8/13/2004 9/18/2004 8/18/2034
245211169 47138 IN Single Family Primary 180 8/13/2004 9/13/2004 8/13/2019
245408222 68137 NE Single Family Primary 180 8/13/2004 9/13/2004 8/13/2019
245605510 27703 NC PUD Primary 240 8/13/2004 9/13/2004 8/13/2024
259105089 84118 UT Single Family Primary 240 8/13/2004 9/13/2004 8/13/2024
259105099 76112 TX Single Family Primary 240 8/13/2004 9/13/2004 8/13/2024
259105125 68644 NE Single Family Primary 240 8/13/2004 9/15/2004 8/15/2024
246902939 19801 DE Townhome Primary 360 8/16/2004 10/1/2004 9/1/2034
259406930 93536 CA Single Family Primary 360 8/16/2004 10/1/2004 9/1/2034
245107156 13027 NY Single Family Primary 360 8/16/2004 10/1/2004 9/1/2034
288100568 82801 WY Single Family Primary 360 8/17/2004 10/1/2004 9/1/2034
148902948 29680 SC PUD Primary 360 8/17/2004 10/1/2004 9/1/2034
252403079 66533 KS Single Family Primary 360 8/18/2004 10/1/2004 9/1/2034
253903747 92505 CA Single Family Primary 180 8/18/2004 10/1/2004 9/1/2019
256707129 95828 CA Single Family Primary 360 8/18/2004 10/1/2004 9/1/2034
148902968 28173 NC PUD Primary 360 8/18/2004 10/1/2004 9/1/2034
287300485 92111 CA Single Family Primary 360 8/18/2004 10/1/2004 9/1/2034
246704407 19335 PA Condominium Primary 360 8/19/2004 10/1/2004 9/1/2034
242412632 73086 OK Single Family Primary 360 8/20/2004 10/1/2004 9/1/2034
247602705 32344 FL Single Family Primary 360 8/20/2004 10/1/2004 9/1/2034
148902975 34203 FL PUD Primary 360 8/20/2004 10/1/2004 9/1/2034
246807211 30728 GA Single Family Primary 360 8/20/2004 10/1/2004 9/1/2034
240311038 37025 TN Single Family Primary 240 8/23/2004 10/1/2004 9/1/2024
242709774 74112 OK Single Family Primary 180 8/23/2004 10/1/2004 9/1/2019
253600901 78250 TX Single Family Primary 180 8/23/2004 10/1/2004 9/1/2019
285301208 89506 NV Single Family Primary 360 8/24/2004 10/1/2004 9/1/2034
252704469 75766 TX Single Family Primary 360 8/25/2004 10/1/2004 9/1/2034
286900215 33032 FL Single Family Primary 360 8/25/2004 10/1/2004 9/1/2034
255316667 75040 TX Single Family Investor 240 8/25/2004 10/1/2004 9/1/2024
245304883 48441 MI Single Family Primary 360 8/25/2004 10/1/2004 9/1/2034
240516738 47842 IN Single Family Primary 360 8/26/2004 10/1/2004 9/1/2034
259406676 33064 FL Single Family Primary 360 8/26/2004 10/1/2004 9/1/2034
241319800 23236 VA Townhome Primary 360 8/26/2004 10/1/2004 9/1/2034
253903995 90630 CA Single Family Primary 360 8/26/2004 10/1/2004 9/1/2034
246807158 37179 TN Condominium Primary 360 8/27/2004 10/1/2004 9/1/2034
148903026 29485 SC PUD Primary 360 8/30/2004 10/1/2004 9/1/2034
240011965 76002 TX Single Family Primary 360 8/31/2004 10/1/2004 9/1/2034
246807264 37013 TN PUD Primary 360 8/31/2004 10/1/2004 9/1/2034
CUT-OFF ORIGINAL CUT-OFF
REMAINING ORIGINAL SCHEDULED PAID THRU COMBINED LOAN COMBINED LOAN
LOAN ID TERM BALANCE BALANCE RATE P & I DATE TO VALUE TO VALUE
246302646 346 123300 121,882.77 7.19 836.12 9/1/2004 82.20 81.26
259915889 351 70000 69,689.87 9.65 596.27 9/1/2004 100.00 99.56
259006474 351 61817.17 61,666.07 8.7 485.54 10/1/2004 99.71 99.46
247304152 352 169000 167,920.56 7.24 1151.7 9/1/2004 100.00 99.36
256605025 353 127000 126,151.02 8.25 954.11 9/15/2004 100.00 99.33
259915786 352 129773.98 129,388.79 8.75 1022.7 9/1/2004 60.36 60.18
247407081 353 102000 101,438.40 7.99 747.73 8/15/2004 85.00 84.53
248604031 353 121500 120,957.39 8.35 921.35 9/15/2004 90.00 89.6
259800408 353 95000 94,647.18 9.25 781.54 9/1/2004 100.00 99.63
241216444 353 130000 129,307.31 7.75 931.34 9/15/2004 100.00 99.47
258109404 353 76000 75,597.66 7.5 531.41 9/15/2004 100.00 99.47
258911462 353 197600 196,662.53 8.05 1456.8 9/15/2004 95.00 94.55
254502486 353 152000 151,195.37 7.5 1062.8 9/15/2004 100.00 99.47
242615879 353 89000 88,705.07 10.45 810.8 8/15/2004 92.71 92.4
246806199 353 118000 116,836.87 7.3 808.98 9/15/2004 79.73 78.94
284202712 353 225000 223,501.48 6.99 1495.4 9/15/2004 90.00 89.4
245407678 353 135000 134,260.86 8.25 1014.2 10/1/2004 90.00 89.51
246806431 353 200765 199,590.39 6.99 1334.3 10/1/2004 100.00 99.41
247304245 353 106400 105,845.69 7.59 750.54 9/1/2004 95.00 94.51
245706619 353 134900 134,013.83 6.39 842.93 9/1/2004 95.00 94.38
246902537 353 179900 178,883.73 7.75 1288.8 9/1/2004 100.00 99.44
254202280 353 465000 462,279.42 6.99 3090.5 9/1/2004 94.90 94.34
247601859 353 86000 85,689.70 9.39 716.25 8/1/2004 100.00 99.64
245210429 353 102000 101,546.80 8.65 795.17 9/1/2004 100.00 99.56
245605169 354 135000 134,444.42 7.98 988.71 9/15/2004 100.00 99.59
247304331 354 207476 206,172.85 5.8 1217.4 9/15/2004 80.00 79.5
255711714 354 68000 67,672.78 8.3 513.26 9/10/2004 52.07 51.82
259915532 354 128250 127,663.87 7.875 929.91 9/1/2004 95.00 94.57
252003226 354 77000 76,614.97 6.99 511.77 9/15/2004 100.00 99.5
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245707198 179 34000 33,986.33 10.45 309.75 9/2/2004 100.00 99.99
246704289 238 37000 36,859.92 9.4 342.48 10/1/2004 100.00 99.92
246704307 178 35200 35,174.71 10.99 334.96 10/1/2004 100.00 99.99
246704377 238 19900 19,854.52 11.6 213.6 10/1/2004 100.00 99.95
246704381 238 25700 25,646.60 11.88 280.84 10/1/2004 100.00 99.96
246903019 238 57900 57,755.55 10.5 578.07 9/1/2004 100.00 99.95
247304916 178 31200 31,172.26 10 273.81 9/1/2004 100.00 99.98
247403685 238 15000 14,965.14 10.99 154.73 9/1/2004 100.00 99.95
247403686 178 46000 45,961.66 10.3 413.92 9/1/2004 100.00 99.98
247403687 238 16200 16,159.58 10.45 161.2 9/1/2004 99.51 99.46
247601163 238 15600 15,561.83 10.6 156.8 9/1/2004 100.00 99.95
258000053 239 43000 42,960.73 12.75 496.14 10/1/2004 100.00 99.96
259104947 238 15542.1 15,500.93 9.99 149.89 9/1/2004 100.00 99.97
259104964 238 7590 7,572.34 10.99 78.3 9/1/2004 100.00 99.98
259104976 238 15001 14,909.39 10.25 147.26 9/1/2004 100.00 99.83
259105017 178 5750 5,723.14 10.7 64.28 10/1/2004 100.00 99.95
287000105 239 26000 25,930.11 9.875 248.76 10/4/2004 100.00 99.95
287500190 239 26000 25,933.07 11.2 271.92 10/2/2004 100.00 99.95
259006641 359 197600 197,459.12 7.7 1408.8 9/20/2004 95.00 94.93
247304911 239 25000 24,969.95 10.7 252.97 9/15/2004 96.67 96.65
148902875 359 122995 122,894.18 7 818.29 9/15/2004 90.00 89.92
240011844 359 50000 49,978.75 10.19 445.83 9/6/2004 71.43 71.4
242709588 239 50000 49,917.20 8.2 424.47 9/6/2004 80.00 79.87
246807054 359 50000 49,975.40 9.5 420.43 9/15/2004 76.92 76.89
257901419 359 105000 104,925.89 7.75 752.24 9/15/2004 63.64 63.59
258413352 359 50000 49,970.63 8.65 389.79 9/15/2004 71.43 71.39
247304874 359 184000 184,000.00 7.49 1148.5 9/15/2004 80.00 80
148902922 239 14525 14,510.01 11.85 158.42 9/3/2004 100.00 99.99
148902932 239 13667 13,651.93 11.35 144.34 9/3/2004 100.00 99.99
240011880 179 70417 70,368.36 11.175 679.93 10/2/2004 100.00 99.99
245408166 179 31000 30,986.26 9.99 271.82 9/6/2004 100.00 99.99
247304875 179 34500 34,490.10 11.99 354.61 9/6/2004 88.32 88.32
247601215 239 21540 21,407.00 10.75 218.69 10/6/2004 100.00 99.88
247601240 239 61200 61,122.99 10.35 604.86 9/6/2004 100.00 99.97
249519728 179 20600 20,592.32 10.8 193.08 9/6/2004 100.00 99.99
251200584 239 18800 18,779.81 11.55 201.14 9/15/2004 100.00 99.98
251600657 239 30100 30,059.58 9.99 290.28 9/15/2004 100.00 99.97
287200203 239 55600 55,528.19 10.15 542.09 9/3/2004 100.00 99.97
240011902 359 90600 90,532.09 7.45 630.39 9/15/2004 64.56 64.51
246704368 359 156750 156,644.41 7.99 1149.1 9/15/2004 95.00 94.94
251100459 359 333600 333,600.00 6 1668 9/15/2004 80.00 80
252403058 359 110000 109,939.65 8.99 884.3 9/15/2004 70.51 70.47
287500150 359 121520 121,520.00 5.75 582.28 9/15/2004 80.00 80
245707208 179 34000 33,984.63 9.9 295.87 9/3/2004 100.00 99.99
251100460 179 83400 83,363.03 9.99 731.28 9/4/2004 100.00 99.99
287500151 179 30380 30,366.12 9.85 263.25 9/3/2004 100.00 99.99
288500284 179 54500 54,480.52 10.99 518.61 9/21/2004 89.15 89.15
245707232 359 84300 84,240.50 7.75 603.94 9/9/2004 56.20 56.16
247407752 359 100000 99,941.86 8.7 783.14 9/15/2004 80.00 79.95
247602563 359 122400 122,344.68 9.9 1065.1 9/4/2004 90.00 89.96
249021041 359 84000 83,940.11 7.7 598.89 9/15/2004 80.00 79.94
259210232 359 143431 143,350.16 8.85 1138.6 9/15/2004 75.49 75.45
248604465 359 176400 176,400.00 5.35 786.45 10/1/2004 80.00 80
245605454 359 84000 83,939.50 7.65 596 9/15/2004 80.00 79.94
245408174 179 40000 39,985.70 10.99 380.63 9/9/2004 100.00 99.99
245605455 239 21000 20,972.83 11.59 225.26 9/4/2004 100.00 99.97
246403909 179 90000 89,724.25 10.99 1022.4 9/9/2004 100.00 99.94
248604500 179 44100 44,082.66 10.55 405.05 10/1/2004 100.00 99.99
284803845 239 60000 59,944.08 12.6 685.92 9/15/2004 100.00 99.96
284803857 179 36400 36,386.73 10.9 343.9 9/15/2004 100.00 99.99
285001953 239 58600 58,535.37 11.35 618.89 9/15/2004 100.00 99.98
245107117 359 106200 106,144.94 9.25 873.69 9/15/2004 90.00 89.95
245107194 359 89690 89,631.26 8.12 665.64 9/15/2004 100.00 99.93
245408195 359 191999 191,999.00 6.75 1080 9/15/2004 80.00 80
248604476 359 108000 107,926.79 7.95 788.71 9/15/2004 90.00 89.94
252003756 359 55000 54,977.43 10.35 496.95 9/15/2004 59.78 59.76
253501301 359 232000 231,858.00 8.45 1775.7 9/15/2004 80.00 79.95
148902928 239 24460 24,430.40 10.65 246.68 9/5/2004 100.00 99.99
148902945 239 25504 25,478.18 11.99 280.65 10/1/2004 100.00 99.98
245211076 179 18000 17,993.85 11.2 174.15 9/10/2004 100.00 99.99
245211128 179 24500 24,467.44 10.65 226.87 9/10/2004 100.00 99.97
245408190 179 46400 46,383.42 10.99 441.53 9/10/2004 100.00 99.99
245408194 179 48000 47,982.84 10.99 456.76 9/5/2004 100.00 99.99
246008760 179 81000 80,974.96 11.65 811.42 9/15/2004 100.00 99.99
251500404 239 24000 23,969.37 10.5 239.62 9/15/2004 100.00 99.97
252003751 239 31000 30,904.12 8.99 278.72 1 0/10/2004 98.11 98.05
148902893 359 345990 345,990.00 6.95 2003.9 10/1/2004 79.36 79.36
240011890 359 74900 74,859.00 8.99 602.13 9/15/2004 100.00 99.95
245107143 359 67050 67,016.67 9.45 561.35 9/15/2004 90.00 89.96
245107212 359 93500 93,400.47 8.99 751.65 9/15/2004 85.00 84.91
245304851 359 111000 110,912.25 7.7 791.39 9/15/2004 100.00 99.92
246704398 359 75744.38 75,688.16 7.5 529.62 9/15/2004 76.51 76.45
248604487 359 80000 79,958.52 9.25 658.15 9/15/2004 100.00 99.95
287900173 359 102000 102,000.00 6.25 531.25 10/1/2004 80.00 80
148902903 239 23418 23,388.91 10.45 233.02 10/1/2004 100.00 99.98
243711628 179 31423.82 31,348.53 12.4 332.94 9/11/2004 100.00 99.95
246204983 239 64000 63,933.09 11.75 693.58 9/6/2004 100.00 99.98
246807151 179 56000 55,979.99 10.99 532.88 9/11/2004 100.00 99.99
247601258 179 15300 15,263.04 9.99 164.33 9/6/2004 100.00 99.95
251300771 178 48000 47,982.84 10.99 456.76 10/1/2004 81.55 81.55
287700010 179 40800 40,781.91 9.99 357.75 9/6/2004 100.00 99.99
287900175 179 25500 25,492.18 11.69 256.23 10/1/2004 100.00 99.99
254807018 359 61800 61,757.81 11.4 607.29 9/15/2004 60.00 59.96
257901499 358 110000 109,939.78 8.99 884.3 10/1/2004 100.00 99.95
257901569 359 172300 172,204.89 8.95 1380.2 9/15/2004 98.46 98.4
285001994 239 38200 38,161.33 11.99 420.35 9/12/2004 100.00 99.98
148902867 359 108215 108,126.25 7 719.96 9/15/2004 84.40 84.33
246205011 359 116000 115,914.76 7.55 815.07 9/13/2004 51.33 51.29
250900415 359 133125 133,048.40 8.75 1047.3 9/15/2004 75.00 74.96
253600794 179 73500 73,290.40 8.15 708.79 9/13/2004 79.03 78.81
254806891 179 53000 52,846.13 8 506.5 9/13/2004 43.44 43.32
255316007 359 50000 49,975.92 9.6 424.08 9/15/2004 39.06 39.04
255612840 359 81600 81,545.13 7.99 598.19 9/13/2004 80.00 79.95
283400021 359 67186.1 67,138.19 7.7 479.02 9/15/2004 75.49 75.44
148902937 239 19980 19,953.62 9.98 192.55 9/9/2004 100.00 99.98
240011876 239 45587 45,414.38 11.25 478.33 9/9/2004 100.00 99.92
247304939 179 28600 28,575.01 10.49 261.41 9/13/2004 100.00 99.98
247403689 239 28400 28,364.91 10.49 283.35 9/13/2004 100.00 99.98
247601222 239 42200 42,144.06 9.95 405.85 9/13/2004 100.00 99.97
248604516 239 25400 25,366.51 9.99 244.95 9/9/2004 100.00 99.95
253903773 359 55000 54,913.18 8.15 409.34 9/30/2004 53.99 53.96
287500242 179 26400 26,389.00 10.28 237.16 9/9/2004 68.56 68.55
287700014 239 41000 40,951.04 10.75 416.25 9/13/2004 100.00 99.98
148902535 359 309477 309,477.00 5 1289.5 10/1/2004 90.00 90
240112275 359 106200 106,130.88 8.15 790.4 9/14/2004 90.00 89.94
242115450 359 71706 71,668.73 9.25 589.91 9/14/2004 75.48 75.44
245107220 359 128250 128,156.70 7.6 905.55 10/1/2004 95.00 94.86
245707233 359 71250 71,210.17 8.89 567.67 10/1/2004 75.00 74.92
246008779 359 298185 297,932.75 6.84 1951.9 10/1/2004 75.49 75.36
246403897 359 483916 483,538.49 7.25 3301.2 10/1/2004 80.65 80.53
251100451 359 293550 293,212.56 5.25 1621 9/15/2004 71.60 71.52
252402974 359 197200.5 197,045.12 7.2 1338.6 9/15/2004 80.49 80.43
252704441 239 57600 57,515.80 9.25 527.54 9/14/2004 80.00 79.88
252704460 179 36302.35 36,097.94 8.05 347.98 9/14/2004 70.49 70.09
253001670 359 190000 189,872.25 7.99 1392.8 9/15/2004 100.00 99.93
253501198 359 241568 241,351.73 6.55 1534.8 9/15/2004 75.49 75.42
254704501 359 64000 63,947.43 6.99 425.37 9/15/2004 80.00 79.93
255410989 119 55000 54,396.38 7.99 667.02 1 0/14/2004 30.56 30.22
258000055 359 138500 138,423.87 8.97 1111.4 9/15/2004 100.00 99.95
258302252 359 165657 165,545.62 7.99 1214.4 9/14/2004 55.04 55
258606928 359 192000 191,836.30 6.8 1251.7 9/15/2004 61.94 61.88
258812218 359 73600 73,573.69 10.99 700.36 9/15/2004 80.00 79.94
283400014 359 90000 89,939.48 7.99 659.77 9/15/2004 58.06 58.03
285201463 359 136000 135,908.55 7.99 996.98 9/15/2004 85.00 84.94
287800006 359 112000 111,920.94 7.75 802.39 10/1/2004 100.00 99.86
242115669 359 120000 119,910.94 7.5 839.06 9/15/2004 80.00 79.94
148902917 179 34386 34,370.75 9.99 301.51 10/1/2004 100.00 99.99
148902940 239 13502 13,484.78 10.25 132.55 10/1/2004 100.00 99.97
240213230 239 33000 32,941.36 12.99 386.39 1 0/14/2004 100.00 99.96
242115734 239 30000 29,973.49 12.99 351.26 9/14/2004 100.00 99.98
242412449 239 25000 24,967.04 9.99 241.09 9/14/2004 100.00 99.97
243212425 239 27400 27,374.11 12.5 311.31 9/14/2004 100.00 99.98
246008761 239 27800 27,770.93 11.75 301.28 10/1/2004 100.00 99.96
246704412 239 18400 18,375.45 9.9 176.35 9/10/2004 100.00 99.97
248604517 179 42350 42,339.28 12.55 453.63 9/10/2004 100.00 99.99
257106644 239 36200 36,172.17 14 450.16 9/14/2004 100.00 99.98
258413375 239 77000 76,898.47 9.99 742.56 9/14/2004 100.00 99.97
284404473 179 55000 54,973.78 9.65 468.51 9/15/2004 94.89 94.88
287700013 239 23160 23,133.21 10.99 238.9 9/10/2004 100.00 99.98
240011893 359 154500 154,385.11 7.49 1079.2 10/1/2004 75.37 75.31
243415030 359 90750 90,674.87 6.95 600.72 9/15/2004 75.00 74.94
243518465 359 112200 112,163.34 11.4 1102.6 10/1/2004 60.00 59.96
245211143 359 101000 100,944.25 8.95 809.04 10/1/2004 100.00 99.89
246008717 359 322595 322,303.36 6.5 2039 10/1/2004 70.90 70.77
246008768 359 440273 440,273.00 6.49 2381.1 10/1/2004 88.05 0
246807163 359 144320 144,201.46 6.99 959.2 9/15/2004 80.00 79.93
248604511 359 196000 196,000.00 6.65 1086.2 9/15/2004 80.00 80
246807185 179 36080 36,000.57 10.99 409.86 9/11/2004 100.00 99.96
248604519 179 49000 48,981.94 10.85 461.1 9/11/2004 100.00 99.99
249519922 239 30000 29,946.69 12.99 351.26 1 0/16/2004 97.65 97.62
284703898 239 28000 27,965.58 10.53 280.12 10/1/2004 100.00 99.95
287600245 239 24880 24,847.19 9.99 239.94 9/11/2004 100.00 99.97
246807172 359 71200 71,139.29 6.8 464.18 9/12/2004 80.00 79.93
246903015 359 212000 211,822.76 6.9 1396.2 9/15/2004 80.00 79.93
287701079 359 65120 65,085.08 9.09 528.2 9/15/2004 81.40 81.36
287701093 359 190713 190,561.24 7.15 1288.1 9/15/2004 95.00 94.92
289100007 239 64490 64,383.20 8.2 547.48 10/1/2004 59.99 59.79
245605525 359 118000 117,920.66 7.99 865.02 10/1/2004 47.42 47.35
148902969 179 41240 41,218.61 9.25 339.28 10/1/2004 100.00 99.99
246008774 239 49980 49,916.28 10.25 490.63 10/1/2004 100.00 99.95
246903017 239 53000 52,948.38 12.275 593.77 9/12/2004 100.00 99.98
251300780 179 22200 22,192.67 11.35 217.31 9/15/2004 100.00 99.99
259104830 239 7260 7,243.12 10.99 74.89 9/13/2004 100.00 99.98
245107127 359 115200 115,131.49 8.59 893.15 9/15/2004 90.00 89.95
245605524 359 115728 115,644.66 7.65 821.11 9/15/2004 80.00 79.94
286900142 359 104000 103,940.16 8.75 818.17 9/18/2004 80.00 79.95
245211169 179 50000 49,690.51 7.5 463.51 1 0/13/2004 42.55 42.29
245408222 179 32000 31,919.68 9.75 274.93 1 0/13/2004 100.00 99.95
245605510 239 28932 28,888.72 11.6 310.54 9/13/2004 100.00 99.97
259105089 239 12490 12,474.69 10.55 125.12 9/13/2004 100.00 99.99
259105099 239 9300 9,285.17 10.99 95.94 9/13/2004 100.00 99.98
259105125 239 7500 7,489.44 9.99 72.33 9/15/2004 100.00 99.99
246902939 359 73789 73,728.51 7 490.93 10/1/2004 92.70 92.55
259406930 359 256000 255,827.87 7.99 1876.7 10/1/2004 80.00 79.89
245107156 359 99400 99,345.59 8.99 799.08 10/1/2004 70.00 69.96
288100568 359 85500 85,442.51 7.99 626.78 10/1/2004 90.00 89.88
148902948 359 116318 116,229.92 7.4 805.37 10/1/2004 80.00 79.88
252403079 359 54400 54,363.42 7.99 398.79 10/1/2004 85.00 84.94
253903747 179 274184.7 273,391.64 7.99 2618.7 10/1/2004 90.49 89.96
256707129 359 183694.7 183,571.19 7.99 1346.6 10/1/2004 90.49 90.43
148902968 359 225000 224,799.35 6.57 1432.5 10/1/2004 59.94 59.89
287300485 359 271000 271,000.00 6.65 1501.8 10/1/2004 70.00 0
246704407 359 68000 67,954.62 8.09 503.24 10/1/2004 85.00 84.94
242412632 359 54000 53,964.13 8.05 398.12 10/1/2004 79.41 79.36
247602705 359 66759 66,711.88 7.75 478.27 10/1/2004 86.70 86.58
148902975 359 194600 194,430.46 6.69 1254.4 10/1/2004 63.25 63.14
246807211 359 64000 63,961.22 8.5 492.11 10/1/2004 80.00 79.9
240311038 239 67500 67,385.26 7.99 564.18 10/1/2004 90.00 89.85
242709774 179 50000 49,857.41 8.15 482.17 10/1/2004 51.02 50.87
253600901 179 97600 97,317.69 7.99 932.16 10/1/2004 80.00 79.54
285301208 359 152172.2 152,071.12 8.05 1121.9 10/1/2004 85.49 85.38
252704469 359 52000 51,965.81 8.1 385.19 10/1/2004 74.29 74.19
286900215 359 171931 171,815.39 7.99 1260.4 10/1/2004 90.49 90.37
255316667 239 58400 58,317.96 9.5 544.37 10/1/2004 76.74 76.63
245304883 359 52000 51,965.11 8 381.56 10/1/2004 80.00 79.89
240516738 359 81000 80,945.65 8 594.35 10/1/2004 90.00 89.88
259406676 359 78000 77,947.55 7.99 571.8 10/1/2004 50.16 50.09
241319800 359 86400 86,342.61 8.05 636.99 10/1/2004 80.00 79.95
253903995 359 100000 99,932.76 7.99 733.07 10/1/2004 70.43 70.41
246807158 359 88425 88,360.02 7.55 621.32 10/1/2004 75.00 74.94
148903026 359 111056 110,976.82 7.7 791.79 10/1/2004 84.74 84.62
240011965 359 116996.8 116,909.97 7.5 818.06 10/1/2004 80.00 79.88
246807264 359 112064 111,988.65 7.99 821.51 10/1/2004 82.40 82.29
INITIAL PERIODIC PREPAYMENT
LOAN ID OTS DELIQUENCY INDEX MARGIN CAP CAP FLOOR CEILING TERM
246302646 0-29 6ML 7.49 2 1 7.19 14.19 24
259915889 0-29 6ML 8.32 3 1 9.65 16.65 0
259006474 0-29 6ML 7.35 1 1 8.7 14.7 0
247304152 0-29 6ML 7.49 2 1 7.24 14.24 36
256605025 0-29 6ML 8.5 2 1 8.25 15.25 60
259915786 0-29 6ML 7.53 3 1 8.75 15.75 12
247407081 0-29 6ML 8.24 3 1 7.99 14.99 36
248604031 0-29 6ML 8.6 2 1 8.35 15.35 24
259800408 0-29 6ML 11.95 3 1.5 9.25 16.25 24
241216444 0-29 6ML 8 2 1 7.75 14.75 60
258109404 0-29 6ML 7.75 2 1 7.5 14.5 36
258911462 0-29 6ML 8.3 2 1 8.05 15.05 60
254502486 0-29 6ML 7.75 2 1 7.5 14.5 60
242615879 0-29 6ML 10.7 2 1 10.45 17.45 36
246806199 0-29 6ML 7.55 2 1 7.3 14.3 0
284202712 0-29 6ML 7.24 2 1 6.99 13.99 60
245407678 0-29 6ML 8.5 2 1 8.25 15.25 24
246806431 0-29 6ML 7.24 2 1 6.99 13.99 0
247304245 0-29 6ML 7.84 2 1 7.59 14.59 12
245706619 0-29 6ML 6.64 2 1 6.39 13.39 60
246902537 0-29 6ML 8 2 1 7.75 14.75 24
254202280 0-29 6ML 7.24 2 1 6.99 13.99 36
247601859 0-29 FIX 0 0 0 0 0 36
245210429 0-29 6ML 8.9 2 1 8.65 15.65 0
245605169 0-29 6ML 8.23 2 1 7.98 14.98 0
247304331 0-29 6ML 6.05 2 1 5.8 12.8 0
255711714 0-29 FIX 0 0 0 0 0 0
259915532 0-29 6ML 8.25 3 1 7.875 13.875 36
252003226 0-29 6ML 7.24 2 1 6.99 13.99 24
259915376 0-29 6ML 7.05 3 1 7.55 13.55 24
259006397 0-29 FIX 0 0 0 0 0 0
246806552 0-29 6ML 6.7 2 1 6.45 13.45 24
259915658 0-29 FIX 0 0 0 0 0 0
241612033 0-29 FIX 0 0 0 0 0 0
246806613 0-29 6ML 7.1 2 1 6.85 13.85 0
148902432 0-29 6ML 6.5 2 1 6.25 13.25 0
246806620 0-29 FIX 0 0 0 0 0 60
259800424 0-29 FIX 0 0 0 0 0 0
246902601 0-29 6ML 7.04 2 1 6.79 13.79 0
259006395 0-29 6ML 6 3 1.5 7.75 14.75 0
259915967 0-29 6ML 7.98 3 1.5 7.63 14.63 0
245210619 0-29 6ML 7.8 2 1 7.55 14.55 24
253500292 0-29 6ML 6.75 2 1 6.5 13.5 0
259915626 0-29 FIX 0 0 0 0 0 36
148902469 0-29 FIX 0 0 0 0 0 0
246008005 0-29 6ML 6.84 2 1 6.49 13.49 24
247407325 0-29 6ML 5.75 2 1 5.5 12.5 24
247304599 0-29 6ML 5.35 2 1 5 12 36
285700034 0-29 6ML 5.35 2 1 5 12 60
259006350 0-29 FIX 0 0 0 0 0 0
259915952 0-29 6ML 8.75 3 1 8.875 14.875 36
258606156 0-29 FIX 0 0 0 0 0 0
255911400 0-29 FIX 0 0 0 0 0 0
258811792 0-29 FIX 0 0 0 0 0 0
258811146 0-29 FIX 0 0 0 0 0 0
259406214 0-29 FIX 0 0 0 0 0 0
259915803 0-29 FIX 0 0 0 0 0 12
259104004 0-29 FIX 0 0 0 0 0 0
242708818 0-29 FIX 0 0 0 0 0 60
242816638 0-29 FIX 0 0 0 0 0 60
245605312 0-29 FIX 0 0 0 0 0 0
246008171 0-29 FIX 0 0 0 0 0 60
246806816 0-29 FIX 0 0 0 0 0 60
247602199 0-29 FIX 0 0 0 0 0 0
256209118 0-29 FIX 0 0 0 0 0 60
257503202 0-29 FIX 0 0 0 0 0 0
285001389 0-29 FIX 0 0 0 0 0 0
254703912 0-29 FIX 0 0 0 0 0 60
241120909 0-29 FIX 0 0 0 0 0 60
250900264 0-29 6ML 9.85 2 1 9.5 16.5 0
251400456 0-29 6ML 8.1 3 1 7.75 14.75 36
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245408194 0-29 FIX 0 0 0 0 0 0
246008760 0-29 FIX 0 0 0 0 0 36
251500404 0-29 FIX 0 0 0 0 0 0
252003751 0-29 FIX 0 0 0 0 0 36
148902893 0-29 6ML 6.55 3 1.5 6.95 13.95 24
240011890 0-29 6ML 8.59 2 1 8.99 15.99 0
245107143 0-29 6ML 9.05 2 1 9.45 16.45 0
245107212 0-29 6ML 8.59 2 1 8.99 15.99 0
245304851 0-29 6ML 7.3 2 1 7.7 14.7 24
246704398 0-29 6ML 7.05 2 1 7.5 14.5 0
248604487 0-29 6ML 8.85 2 1 9.25 16.25 0
287900173 0-29 6ML 5.85 3 1.5 6.25 13.25 36
148902903 0-29 FIX 0 0 0 0 0 0
243711628 0-29 FIX 0 0 0 0 0 0
246204983 0-29 FIX 0 0 0 0 0 24
246807151 0-29 FIX 0 0 0 0 0 0
247601258 0-29 FIX 0 0 0 0 0 0
251300771 0-29 FIX 0 0 0 0 0 0
287700010 0-29 FIX 0 0 0 0 0 0
287900175 0-29 FIX 0 0 0 0 0 0
254807018 0-29 6ML 11 2 1 11.4 18.4 0
257901499 0-29 6ML 8.59 2 1 8.99 15.99 60
257901569 0-29 6ML 8.55 2 1 8.95 15.95 60
285001994 0-29 FIX 0 0 0 0 0 60
148902867 0-29 6ML 6.6 3 1.5 7 14 24
246205011 0-29 FIX 0 0 0 0 0 36
250900415 0-29 6ML 8.35 2 1 8.75 15.75 0
253600794 0-29 FIX 0 0 0 0 0 0
254806891 0-29 FIX 0 0 0 0 0 0
255316007 0-29 6ML 9.55 2 1 9.6 16.6 0
255612840 0-29 FIX 0 0 0 0 0 0
283400021 0-29 6ML 7.3 2 1 7.7 14.7 36
148902937 0-29 FIX 0 0 0 0 0 0
240011876 0-29 FIX 0 0 0 0 0 0
247304939 0-29 FIX 0 0 0 0 0 0
247403689 0-29 FIX 0 0 0 0 0 36
247601222 0-29 FIX 0 0 0 0 0 0
248604516 0-29 FIX 0 0 0 0 0 0
253903773 0-29 FIX 0 0 0 0 0 60
287500242 0-29 FIX 0 0 0 0 0 60
287700014 0-29 FIX 0 0 0 0 0 0
148902535 0-29 6ML 4.95 3 1.5 5 12 0
240112275 0-29 FIX 0 0 0 0 0 60
242115450 0-29 FIX 0 0 0 0 0 0
245107220 0-29 6ML 7.15 2 1 7.6 14.6 0
245707233 0-29 6ML 8.49 3 1 8.89 15.89 36
246008779 0-29 6ML 6.39 2 1 6.84 13.84 60
246403897 0-29 6ML 6.85 2 1 7.25 14.25 12
251100451 0-29 6ML 4.85 3 1 5.25 12.25 36
252402974 0-29 6ML 7.15 2 1 7.2 14.2 60
252704441 0-29 FIX 0 0 0 0 0 0
252704460 0-29 FIX 0 0 0 0 0 0
253001670 0-29 6ML 7.59 2 1 7.99 14.99 60
253501198 0-29 6ML 6.15 2 1 6.55 13.55 0
254704501 0-29 6ML 6.59 2 1 6.99 13.99 60
255410989 0-29 FIX 0 0 0 0 0 0
258000055 0-29 6ML 8.57 2 1 8.97 15.97 0
258302252 0-29 FIX 0 0 0 0 0 60
258606928 0-29 6ML 6.4 2 1 6.8 13.8 60
258812218 0-29 6ML 11.34 2 1 10.99 17.99 0
283400014 0-29 FIX 0 0 0 0 0 60
285201463 0-29 FIX 0 0 0 0 0 60
287800006 0-29 6ML 7.3 2 1 7.75 14.75 0
242115669 0-29 6ML 7.1 2 1 7.5 14.5 0
148902917 0-29 FIX 0 0 0 0 0 0
148902940 0-29 FIX 0 0 0 0 0 0
240213230 0-29 FIX 0 0 0 0 0 0
242115734 0-29 FIX 0 0 0 0 0 0
242412449 0-29 FIX 0 0 0 0 0 60
243212425 0-29 FIX 0 0 0 0 0 0
246008761 0-29 FIX 0 0 0 0 0 0
246704412 0-29 FIX 0 0 0 0 0 0
248604517 0-29 FIX 0 0 0 0 0 0
257106644 0-29 FIX 0 0 0 0 0 0
258413375 0-29 FIX 0 0 0 0 0 60
284404473 0-29 FIX 0 0 0 0 0 60
287700013 0-29 FIX 0 0 0 0 0 0
240011893 0-29 6ML 7.09 2 1 7.49 14.49 0
243415030 0-29 6ML 6.5 2 1 6.95 13.95 0
243518465 0-29 6ML 11 2 1 11.4 18.4 60
245211143 0-29 6ML 8.55 2 1 8.95 15.95 24
246008717 0-29 6ML 6.1 2 1 6.5 13.5 60
246008768 0-29 6ML 6.09 3 1.5 6.49 13.49 36
246807163 0-29 6ML 6.54 3 1 6.99 13.99 36
248604511 0-29 6ML 6.2 3 1.5 6.65 13.65 0
246807185 0-29 FIX 0 0 0 0 0 0
248604519 0-29 FIX 0 0 0 0 0 0
249519922 0-29 FIX 0 0 0 0 0 0
284703898 0-29 FIX 0 0 0 0 0 60
287600245 0-29 FIX 0 0 0 0 0 0
246807172 0-29 FIX 0 0 0 0 0 60
246903015 0-29 6ML 6.5 2 1 6.9 13.9 0
287701079 0-29 6ML 8.64 3 1 9.09 16.09 36
287701093 0-29 6ML 6.7 2 1 7.15 14.15 24
289100007 0-29 FIX 0 0 0 0 0 0
245605525 0-29 6ML 7.54 2 1 7.99 14.99 0
148902969 0-29 FIX 0 0 0 0 0 0
246008774 0-29 FIX 0 0 0 0 0 24
246903017 0-29 FIX 0 0 0 0 0 0
251300780 0-29 FIX 0 0 0 0 0 24
259104830 0-29 FIX 0 0 0 0 0 0
245107127 0-29 6ML 8.14 3 1 8.59 15.59 36
245605524 0-29 6ML 7.2 2 1 7.65 14.65 0
286900142 0-29 FIX 0 0 0 0 0 60
245211169 0-29 FIX 0 0 0 0 0 60
245408222 0-29 FIX 0 0 0 0 0 0
245605510 0-29 FIX 0 0 0 0 0 0
259105089 0-29 FIX 0 0 0 0 0 0
259105099 0-29 FIX 0 0 0 0 0 0
259105125 0-29 FIX 0 0 0 0 0 0
246902939 0-29 6ML 6.6 3 1 7 14 36
259406930 0-29 FIX 0 0 0 0 0 60
245107156 0-29 FIX 0 0 0 0 0 12
288100568 0-29 FIX 0 0 0 0 0 60
148902948 0-29 6ML 6.95 2 1 7.4 14.4 0
252403079 0-29 FIX 0 0 0 0 0 0
253903747 0-29 FIX 0 0 0 0 0 60
256707129 0-29 FIX 0 0 0 0 0 60
148902968 0-29 6ML 6.12 3 1 6.57 13.57 0
287300485 0-29 6ML 6.25 3 1.5 6.65 13.65 36
246704407 0-29 6ML 7.64 3 1 8.09 15.09 36
242412632 0-29 FIX 0 0 0 0 0 60
247602705 0-29 6ML 7.3 3 1 7.75 14.75 36
148902975 0-29 6ML 6.24 3 1 6.69 13.69 0
246807211 0-29 6ML 8.05 2 1 8.5 15.5 0
240311038 0-29 FIX 0 0 0 0 0 60
242709774 0-29 FIX 0 0 0 0 0 60
253600901 0-29 FIX 0 0 0 0 0 0
285301208 0-29 FIX 0 0 0 0 0 60
252704469 0-29 FIX 0 0 0 0 0 0
286900215 0-29 FIX 0 0 0 0 0 60
255316667 0-29 FIX 0 0 0 0 0 60
245304883 0-29 6ML 7.55 2 1 8 15 24
240516738 0-29 FIX 0 0 0 0 0 60
259406676 0-29 FIX 0 0 0 0 0 60
241319800 0-29 6ML 7.65 2 1 8.05 15.05 0
253903995 0-29 FIX 0 0 0 0 0 60
246807158 0-29 FIX 0 0 0 0 0 0
148903026 0-29 6ML 7.25 2 1 7.7 14.7 0
240011965 0-29 6ML 7.05 2 1 7.5 14.5 36
246807264 0-29 6ML 7.54 3 1 7.99 14.99 36
PAYMENT
FIRST RATE RATE RESET RESET INTEREST INTEREST
LOAN ID PREPAYMENT TYPE RESET DATE FREQUENCY FREQUENCY PURPOSE LIEN ONLY ONLY TERM
246302646 1% Curbal 8/1/2005 6 6 R/T Refi 1 N 0
259915889 None 1/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
247304152 Standard 2/1/2007 6 6 R/T Refi 1 N 0
256605025 Standard 2/15/2007 6 6 R/T Refi 1 N 0
259915786 2% Curbal 2/1/2007 6 6 C/O Refi 1 N 0
247407081 2% Curbal 2/15/2007 6 6 C/O Refi 1 N 0
248604031 Standard 2/15/2006 6 6 C/O Refi 1 N 0
259800408 5% Curbal 3/1/2006 6 6 C/O Refi 1 N 0
241216444 1% Curbal 2/15/2006 6 6 R/T Refi 1 N 0
258109404 1% Curbal 2/15/2006 6 6 R/T Refi 1 N 0
258911462 Standard 2/15/2006 6 6 Purchase 1 N 0
254502486 Standard 2/15/2006 6 6 C/O Refi 1 N 0
242615879 1% Curbal 2/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
284202712 Standard 2/15/2006 6 6 R/T Refi 1 N 0
245407678 2% Curbal 3/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
247304245 Standard 3/1/2006 6 6 R/T Refi 1 N 0
245706619 Standard 3/1/2006 6 6 C/O Refi 1 N 0
246902537 1% Curbal 3/1/2006 6 6 Purchase 1 N 0
254202280 Standard 3/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
245210429 None 3/1/2006 6 6 Purchase 1 N 0
245605169 None 3/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
255711714 None 0 0 C/O Refi 1 N 0
259915532 1% Curbal 4/1/2007 6 6 C/O Refi 1 N 0
252003226 Standard 3/15/2006 6 6 R/T Refi 1 N 0
259915376 Standard 3/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246806552 2% Curbal 4/1/2006 6 6 Purchase 1 N 0
259915658 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246806620 Standard 0 0 R/T Refi 2 N 0
259800424 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259006395 None 5/1/2006 6 6 Purchase 1 N 0
259915967 None 5/1/2006 6 6 C/O Refi 1 N 0
245210619 1% Curbal 4/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
259915626 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246008005 Standard 5/1/2006 6 6 C/O Refi 1 N 0
247407325 Standard 5/1/2007 6 6 Purchase 1 N 0
247304599 Standard 5/1/2007 6 6 Purchase 1 N 0
285700034 Standard 5/15/2007 6 6 R/T Refi 1 N 0
259006350 None 0 0 Purchase 2 N 0
259915952 1% Curbal 6/1/2007 6 6 Purchase 1 N 0
258606156 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259915803 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
242708818 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246806816 Standard 0 0 R/T Refi 1 N 0
247602199 None 0 0 R/T Refi 1 N 0
256209118 5%/4%3%/2%/1% 0 0 R/T Refi 1 N 0
257503202 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
241120909 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251400456 Standard 5/15/2007 6 6 Purchase 1 N 0
253702490 Standard 6/1/2006 6 6 C/O Refi 1 N 0
258811955 Standard 0 0 R/T Refi 1 N 0
259915919 Standard 5/17/2006 6 6 C/O Refi 1 N 0
240620650 2% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
246008144 Standard 6/1/2007 6 6 C/O Refi 1 Y 36
259915898 Standard 5/18/2006 6 6 C/O Refi 1 N 0
259915905 Standard 5/18/2006 6 6 C/O Refi 1 N 0
259915936 Standard 5/18/2006 6 6 C/O Refi 1 N 0
285200840 2% Curbal 0 0 C/O Refi 1 N 0
287300090 Standard 5/15/2006 6 6 Purchase 1 N 0
259006433 5% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
245106919 Standard 5/15/2007 6 6 Purchase 1 N 0
245706865 Standard 5/15/2006 6 6 Purchase 1 N 0
246704142 2% Curbal 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
251200426 Standard 0 0 R/T Refi 1 N 0
251500276 Standard 0 0 R/T Refi 1 N 0
254806132 None 0 0 C/O Refi 1 N 0
287300075 Standard 6/1/2006 6 6 C/O Refi 1 N 0
287300097 Standard 6/1/2007 6 6 C/O Refi 1 N 0
245106882 Standard 6/1/2007 6 6 C/O Refi 1 N 0
246007948 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104213 None 0 0 Purchase 2 N 0
259915949 3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
259915917 Standard 5/20/2006 6 6 C/O Refi 1 N 0
247602246 5%/4%3%/2%/1% 0 0 Purchase 1 N 0
255611909 Standard 0 0 R/T Refi 1 N 0
255911550 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251400470 Standard 6/1/2007 6 6 C/O Refi 1 N 0
251600492 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259915951 Standard 6/1/2006 6 6 C/O Refi 1 N 0
259915962 Standard 0 0 C/O Refi 1 N 0
259916032 3%/2%/1% 6/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
285700201 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246403768 Standard 6/1/2007 6 6 C/O Refi 1 N 0
247407473 Standard 0 0 C/O Refi 1 N 0
253702267 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
255911646 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246008201 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
240011681 Standard 6/1/2007 6 6 Purchase 1 N 0
242920203 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
244208878 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
246806852 2% Curbal 0 0 R/T Refi 1 N 0
247304663 Standard 6/1/2007 6 6 C/O Refi 1 N 0
247407428 Standard 6/1/2006 6 6 C/O Refi 1 N 0
247407470 3%/2%/1% 0 0 C/O Refi 1 N 0
251100289 Standard 6/1/2007 6 6 C/O Refi 1 N 0
251300582 1% Curbal 6/1/2006 6 6 R/T Refi 1 N 0
254907274 None 0 0 C/O Refi 1 N 0
256605970 Standard 6/1/2006 6 6 Purchase 1 N 0
257603459 1% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
259006424 5% Curbal 0 0 C/O Refi 1 N 0
259916091 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
240011606 Standard 6/1/2007 6 6 R/T Refi 1 N 0
259916004 None 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
245304662 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247403654 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
284600579 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
245106932 Standard 0 0 R/T Refi 1 N 0
245210793 1% Curbal 0 0 C/O Refi 1 N 0
245304668 1% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
245407958 Standard 6/1/2007 6 6 C/O Refi 1 N 0
245706850 Standard 6/1/2007 6 6 Purchase 1 N 0
245706947 Standard 6/1/2007 6 6 Purchase 1 N 0
245706971 Standard 6/1/2006 6 6 C/O Refi 1 N 0
246008259 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
248604298 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251200461 Standard 0 0 C/O Refi 1 N 0
251300634 Standard 6/1/2007 6 6 C/O Refi 1 N 0
252003486 Standard 6/1/2007 6 6 C/O Refi 1 N 0
253702422 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
259607147 Standard 6/1/2006 6 6 C/O Refi 1 N 0
259800491 Standard 0 0 C/O Refi 1 N 0
284600413 Standard 6/1/2006 6 6 C/O Refi 1 N 0
284902247 Standard 6/1/2006 6 6 C/O Refi 1 N 0
287300074 Standard 0 0 C/O Refi 1 N 0
287600025 Standard 6/1/2007 6 6 R/T Refi 1 N 0
287900032 Standard 6/1/2006 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
241917442 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
287500020 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
245304664 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247403658 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
257603443 1% Curbal 0 0 C/O Refi 2 N 0
258110819 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104221 None 0 0 Purchase 2 N 0
284203736 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 2 N 0
288000389 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
242920113 5%/4%3%/2%/1% 0 0 R/T Refi 1 N 0
243111948 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
245304691 1% Curbal 6/1/2006 6 6 Purchase 1 N 0
245605334 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245706943 None 6/1/2007 6 6 Purchase 1 N 0
246008280 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
247602280 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
251300591 1% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
251400487 Standard 0 0 C/O Refi 1 N 0
251400500 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
254906815 None 0 0 C/O Refi 1 N 0
255911618 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256209120 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256606034 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259006356 Standard 6/1/2006 6 6 C/O Refi 1 N 0
259916000 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
287300229 Standard 6/1/2006 6 6 C/O Refi 1 N 0
259006421 5% Curbal 6/1/2006 6 6 R/T Refi 1 N 0
259006423 5% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
242315977 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251100324 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104264 None 0 0 Purchase 2 N 0
284102003 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
148902543 Standard 6/1/2006 6 6 Purchase 1 N 0
241318756 1% Curbal 6/1/2006 6 6 C/O Refi 1 N 0
242816765 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
244516053 None 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
245304700 1% Curbal 6/1/2006 6 6 Purchase 1 N 0
245407974 Standard 0 0 R/T Refi 1 N 0
246008199 Standard 0 0 C/O Refi 1 N 0
246008232 Standard 6/1/2006 6 6 R/T Refi 1 N 0
246008252 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246806872 Standard 6/1/2006 6 6 C/O Refi 1 N 0
246902604 Standard 6/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251400515 Standard 0 0 R/T Refi 1 N 0
252003501 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
252502626 None 6/1/2006 6 6 R/T Refi 1 N 0
253100446 Standard 6/1/2006 6 6 R/T Refi 1 N 0
253600242 Standard 0 0 R/T Refi 1 N 0
253903204 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
255612138 None 6/1/2006 6 6 C/O Refi 1 N 0
256208937 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256208996 5%/4%3%/2%/1% 6/1/2006 6 6 C/O Refi 1 N 0
256209015 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256307749 3%/2%/1% 6/1/2006 6 6 C/O Refi 1 N 0
258606334 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
258811753 Standard 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 0 0 C/O Refi 1 N 0
258811929 Standard 6/1/2006 6 6 C/O Refi 1 N 0
259405972 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
285700110 Standard 0 0 R/T Refi 1 N 0
287200083 Standard 6/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0 0 C/O Refi 1 N 0
287300024 Standard 6/1/2006 6 6 C/O Refi 1 Y 24
287300190 Standard 6/1/2007 6 6 C/O Refi 1 Y 36
287500015 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 Y 24
257402921 None 6/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
240621013 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
249224264 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
252804948 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
285700232 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
245106890 None 6/15/2006 6 6 C/O Refi 1 N 0
245706986 Standard 6/1/2007 6 6 Purchase 1 N 0
247407370 Standard 6/1/2006 6 6 Purchase 1 N 0
251500261 Standard 0 0 R/T Refi 1 N 0
259916323 None 6/1/2007 6 6 C/O Refi 1 N 0
287600003 Standard 0 0 R/T Refi 1 N 0
287900058 Standard 6/15/2006 6 6 C/O Refi 1 N 0
243112039 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246403775 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240011705 Standard 0 0 R/T Refi 1 N 0
245407918 Standard 0 0 Purchase 1 N 0
245605358 None 6/1/2006 6 6 Purchase 1 N 0
245605367 None 6/1/2006 6 6 Purchase 1 N 0
245706969 Standard 6/1/2007 6 6 Purchase 1 N 0
245707009 Standard 6/1/2007 6 6 Purchase 1 N 0
247407509 5%/4%3%/2%/1% 6/1/2007 6 6 Purchase 1 N 0
251100338 None 6/1/2006 6 6 Purchase 1 Y 24
251600549 Standard 6/15/2007 6 6 R/T Refi 1 N 0
252203458 None 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259916049 3 months interst 0 0 C/O Refi 1 N 0
246806821 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
245407915 None 0 0 Purchase 2 N 0
245407927 None 0 0 Purchase 2 N 0
245605359 None 0 0 Purchase 2 N 0
245605368 None 0 0 Purchase 2 N 0
246204752 Standard 0 0 Purchase 2 N 0
247403662 None 0 0 Purchase 2 N 0
247403663 5%/4%3%/2%/1% 0 0 Purchase 2 N 0
252003524 1% Curbal 0 0 C/O Refi 2 N 0
257603529 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104334 None 0 0 Purchase 2 N 0
259104352 None 0 0 Purchase 2 N 0
259104390 None 0 0 Purchase 2 N 0
287900065 None 0 0 Purchase 2 N 0
240011717 Standard 6/1/2007 6 6 Purchase 1 N 0
241217171 1% Curbal 6/15/2006 6 6 C/O Refi 1 N 0
242412083 Standard 6/15/2006 6 6 C/O Refi 1 N 0
242709152 Standard 0 0 R/T Refi 1 N 0
245106891 Standard 0 0 Purchase 1 N 0
245106903 Standard 0 0 Purchase 1 N 0
245106982 Standard 6/1/2007 6 6 Purchase 1 N 0
246403808 Standard 6/1/2007 6 6 Purchase 1 N 0
246403821 None 0 0 Purchase 1 N 0
246806760 Standard 6/1/2006 6 6 Purchase 1 N 0
246806890 Standard 0 0 Purchase 1 N 0
246902734 Standard 6/1/2007 6 6 Purchase 1 N 0
247304694 Standard 6/1/2007 6 6 Purchase 1 N 0
247407443 None 6/1/2006 6 6 Purchase 1 N 0
247407516 Standard 0 0 Purchase 1 N 0
247407524 Standard 0 0 Purchase 1 N 0
248604327 Standard 6/15/2006 6 6 Purchase 1 N 0
259006378 Standard 6/1/2007 6 6 C/O Refi 1 N 0
259916012 1% Curbal 6/1/2006 6 6 Purchase 1 N 0
259916307 None 6/1/2006 6 6 C/O Refi 1 N 0
285300755 Standard 0 0 C/O Refi 1 N 0
287300136 Standard 6/15/2006 6 6 C/O Refi 1 N 0
247407510 Standard 6/1/2007 6 6 Purchase 1 N 0
246403809 None 0 0 Purchase 2 N 0
246403822 None 0 0 Purchase 2 N 0
247403652 None 0 0 Purchase 2 N 0
247403655 None 0 0 Purchase 2 N 0
247403665 None 0 0 Purchase 2 N 0
251200452 None 0 0 Purchase 2 N 0
259104281 None 0 0 Purchase 2 N 0
259104310 None 0 0 Purchase 2 N 0
259104363 None 0 0 Purchase 2 N 0
259406357 Standard 0 0 Purchase 2 N 0
284404078 Standard 0 0 C/O Refi 2 N 0
244208865 5% Curbal 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
246902748 2% Curbal 6/15/2007 6 6 C/O Refi 1 N 0
248604334 Standard 6/15/2007 6 6 Purchase 1 N 0
251400529 Standard 6/1/2007 6 6 Purchase 1 N 0
245210785 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246204781 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 2 N 0
251400530 None 0 0 Purchase 2 N 0
251600511 None 0 0 Purchase 2 N 0
252003542 2% Curbal 0 0 C/O Refi 2 N 0
254604144 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287200124 None 0 0 Purchase 2 N 0
148902618 None 6/15/2006 6 6 Purchase 1 N 0
245304720 1% Curbal 6/15/2006 6 6 R/T Refi 1 N 0
245706965 Standard 6/15/2007 6 6 C/O Refi 1 N 0
246704222 2% Curbal 6/15/2006 6 6 Purchase 1 N 0
252003493 1% Curbal 6/15/2006 6 6 R/T Refi 1 N 0
254604418 Standard 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
258912373 Standard 0 0 C/O Refi 1 N 0
287200121 Standard 6/15/2007 6 6 Purchase 1 N 0
242316094 Standard 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240212653 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
247601021 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
245106901 None 6/15/2006 6 6 Purchase 1 N 0
246902803 Standard 6/15/2007 6 6 Purchase 1 N 0
255911526 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256209279 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0/0/0000 6 6 Purchase 1 N 0
248604313 None 0 0 Purchase 2 N 0
249318870 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251100329 None 0 0 Purchase 2 N 0
251500290 Standard 0 0 Purchase 2 N 0
284403821 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
287500000 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
148902627 None 6/15/2006 6 6 Purchase 1 N 0
243414283 60 days interest 0 0 C/O Refi 1 N 0
243614271 Standard 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
245106993 Standard 0 0 Purchase 1 N 0
245408052 Standard 6/15/2007 6 6 R/T Refi 1 N 0
245706995 Standard 0 0 Purchase 1 N 0
246902737 1% Curbal 6/15/2006 6 6 Purchase 1 N 0
248604290 Standard 6/15/2007 6 6 Purchase 1 N 0
249020710 Standard 0 0 Purchase 1 N 0
251100348 Standard 6/15/2007 6 6 Purchase 1 Y 36
255612034 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
287500026 Standard 6/15/2007 6 6 Purchase 1 N 0
245707005 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902658 None 0 0 Purchase 2 N 0
245106960 None 0 0 Purchase 2 N 0
246008318 None 0 0 Purchase 2 N 0
247304773 None 0 0 Purchase 2 N 0
248604362 None 0 0 Purchase 2 N 0
253803100 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
246008322 Standard 6/15/2007 6 6 R/T Refi 1 N 0
148902552 Standard 6/7/2006 6 6 Purchase 1 N 0
240011724 Standard 6/15/2007 6 6 Purchase 1 N 0
241121270 2% Curbal 0 0 C/O Refi 1 N 0
246902691 2% Curbal 6/15/2006 6 6 Purchase 1 N 0
253600146 None 6/15/2006 6 6 C/O Refi 1 N 0
254503806 Standard 0 0 R/T Refi 1 N 0
257402863 None 0 0 C/O Refi 1 N 0
257801032 Standard 6/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259916239 1% Curbal 7/1/2007 6 6 C/O Refi 1 N 0
284102137 Standard 6/15/2006 6 6 C/O Refi 1 N 0
287600051 Standard 6/15/2006 6 6 Purchase 1 N 0
148902624 None 0 0 Purchase 2 N 0
240011720 None 0 0 Purchase 2 N 0
243517815 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246806923 None 0 0 Purchase 2 N 0
246902692 None 0 0 Purchase 2 N 0
251600581 None 0 0 Purchase 2 N 0
252703061 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
148902483 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
240515930 Standard 6/15/2006 6 6 Purchase 1 N 0
245107006 Standard 0 0 Purchase 1 N 0
245707064 Standard 6/15/2007 6 6 Purchase 1 N 0
246704204 2% Curbal 6/15/2006 6 6 Purchase 1 N 0
252703336 Standard 0 0 X/X Xxxx 0 X 0
000000000 0% Xxxx 0 0 C/O Refi 1 N 0
254503818 Standard 0 0 R/T Refi 1 N 0
287701005 Standard 6/15/2006 6 6 Purchase 1 N 0
287900068 Standard 7/1/2007 6 6 Purchase 1 Y 36
246008207 Standard 0 0 C/O Refi 1 N 0
148902663 1% Curbal 0 0 Purchase 2 N 0
240212722 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247403670 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240212772 Standard 0 0 R/T Refi 1 N 0
241319103 None 6/15/2006 1/6/1900 6 C/O Refi 1 N 0
246008407 Standard 6/15/2006 6 6 C/O Refi 1 N 0
247407573 Standard 6/15/2007 6 6 Purchase 1 N 0
252402766 Standard 0 0 C/O Refi 1 N 0
252502903 Standard 6/15/2006 6 6 C/O Refi 1 N 0
252503019 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
252703642 1% Curbal 0 0 C/O Refi 1 N 0
253000754 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259006413 5% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259916240 1% Curbal 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
285400317 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
240212812 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
247601067 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
254203244 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287000059 None 0 0 Purchase 2 N 0
287300171 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
241415503 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
242617081 1% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
243211891 Standard 0 0 C/O Refi 1 N 0
245706997 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246902776 2% Curbal 6/15/2006 6 6 Purchase 1 N 0
247304769 Standard 7/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0 0 C/O Refi 1 N 0
248604333 Standard 6/15/2007 6 6 Purchase 1 N 0
249613384 None 7/1/2006 6 6 R/T Refi 1 N 0
251300656 1% Curbal 0 0 C/O Refi 1 N 0
251600575 Standard 6/15/2006 1/6/1900 6 Purchase 1 N 0
252003548 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
254103386 min (3 mos int,1st yrs int) 7/1/2006 6 6 C/O Refi 1 N 0
254503946 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256209196 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256706322 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
257603479 1% Curbal 0 0 R/T Refi 1 N 0
257603577 1% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
257801228 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
258912316 Standard 7/1/2006 6 6 C/O Refi 1 N 0
259606809 min (3 mos int,1st yrs int) 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
287500047 Standard 7/1/2007 6 6 R/T Refi 1 N 0
242316348 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604371 None 0 0 Purchase 2 N 0
248604372 None 0 0 R/T Refi 2 N 0
257603706 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902526 None 7/1/2006 6 6 Purchase 1 Y 24
148902597 Standard 7/1/2006 6 6 Purchase 1 N 0
148902628 None 6/15/2006 6 6 Purchase 1 N 0
148902648 Standard 0 0 Purchase 1 N 0
148902653 Standard 6/15/2007 6 6 Purchase 1 N 0
241917525 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
244410369 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
246806916 Standard 6/15/2006 6 6 Purchase 1 N 0
246902847 Standard 6/15/2007 6 6 Purchase 1 N 0
247602243 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
251200491 min(2% Curbal,60 days int) 0 0 R/T Refi 1 N 0
252003554 Standard 6/15/2006 6 6 Purchase 1 N 0
254203299 None 0 0 C/O Refi 1 N 0
256605978 Standard 7/1/2006 6 6 R/T Refi 1 N 0
256904997 None 7/1/2006 6 6 R/T Refi 1 N 0
259406669 Standard 0 0 R/T Refi 1 N 0
259916313 None 7/1/2006 6 6 C/O Refi 1 N 0
285100942 Standard 7/1/2006 6 6 C/O Refi 1 N 0
287200125 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
148902673 None 0 0 Purchase 2 N 0
148902674 1% Curbal 0 0 Purchase 2 N 0
148902676 None 0 0 Purchase 2 N 0
148902678 None 0 0 Purchase 2 N 0
148902679 None 0 0 Purchase 2 N 0
148902680 1% Curbal 0 0 Purchase 2 N 0
243212031 None 0 0 Purchase 2 N 0
243711243 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246204826 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251600586 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
258514280 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
242617142 Standard 1/0/1900 0 R/T Refi 2 N 0
259916249 1% Curbal 7/1/2007 6 6 C/O Refi 1 N 0
287300102 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
246008446 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246204876 Standard 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251600545 Standard 7/1/2007 6 6 R/T Refi 1 N 0
255315498 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
287300302 Standard 7/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
148902684 None 0 0 Purchase 2 N 0
240212817 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245408048 None 0 0 Purchase 2 N 0
245707061 Standard 0 0 Purchase 2 N 0
251600574 None 0 0 Purchase 2 N 0
287300107 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604377 None 0 0 Purchase 2 N 0
148902574 1% Curbal 6/15/2006 6 6 Purchase 1 N 0
148902590 Standard 7/1/2006 6 6 Purchase 1 Y 24
240011589 None 0 0 C/O Refi 1 N 0
240011773 Standard 7/1/2007 6 6 Purchase 1 N 0
243316475 None 0 0 C/O Refi 1 N 0
245707044 Standard 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
246806869 Standard 0 0 C/O Refi 1 N 0
247407583 Standard 7/1/2006 6 6 Purchase 1 N 0
247407590 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251600533 Standard 7/1/2006 6 6 R/T Refi 1 N 0
252003565 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
257900908 Standard 6/15/2006 6 6 Purchase 1 N 0
258412826 2% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
259916066 Standard 7/1/2006 6 6 Purchase 1 N 0
288100756 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
148902691 1% Curbal 0 0 Purchase 2 N 0
241415675 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
247403668 None 0 0 Purchase 2 N 0
247601143 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
254604478 None 0 0 Purchase 2 N 0
257801372 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259006447 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104455 None 0 0 Purchase 2 N 0
259916068 Standard 0 0 Purchase 2 N 0
284902417 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
242114907 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
245107036 Standard 7/1/2007 6 6 Purchase 1 N 0
245304628 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
245707073 Standard 7/1/2006 6 6 Purchase 1 N 0
246704263 None 7/1/2006 6 6 Purchase 1 N 0
246806970 Standard 7/1/2006 6 6 C/O Refi 1 N 0
246806974 Standard 0 0 C/O Refi 1 N 0
247304753 Standard 7/1/2007 6 6 R/T Refi 1 N 0
247602182 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
253903398 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
257801148 Standard 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
287300143 Standard 0 0 C/O Refi 1 Y 60
287500126 Standard 7/1/2007 6 6 C/O Refi 1 N 0
287300317 Standard 7/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
251400560 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
254003740 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104459 None 0 0 Purchase 2 N 0
285300906 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
287500095 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
240212785 Standard 0 0 R/T Refi 1 N 0
241415820 None 0 0 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
243614393 Standard 7/1/2006 6 6 R/T Refi 1 N 0
246204795 Standard 1/0/1900 0 R/T Refi 1 N 0
246204806 None 0 0 C/O Refi 1 N 0
246704267 2% Curbal 7/1/2006 6 6 Purchase 1 N 0
247407596 Standard 7/1/2007 6 6 Purchase 1 N 0
248604370 Standard 7/1/2007 6 6 Purchase 1 N 0
252003517 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259916201 Standard 7/1/2006 6 6 C/O Refi 1 N 0
284403987 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902696 None 0 0 Purchase 2 N 0
148902698 None 0 0 Purchase 2 N 0
242316379 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246806953 Standard 0 0 C/O Refi 2 N 0
251300644 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259406594 1% Curbal 0 0 C/O Refi 2 N 0
148902635 Standard 7/1/2006 6 6 Purchase 1 N 0
148902666 Standard 7/1/2006 6 6 Purchase 1 N 0
242115036 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
245107061 Standard 0 0 Purchase 1 N 0
245408028 Standard 0 0 R/T Refi 1 N 0
245605370 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246008244 None 7/1/2006 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
247602339 Standard 0 0 Purchase 1 N 0
249020941 Standard 7/1/2007 6 6 C/O Refi 1 N 0
250900337 1% Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 Y 60
252003545 Standard 7/1/2006 6 6 R/T Refi 1 N 0
255410490 None 0 0 C/O Refi 1 N 0
259006531 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
285101063 Standard 0 0 C/O Refi 1 N 0
287500102 Standard 7/1/2007 6 6 C/O Refi 1 N 0
287900090 Standard 7/1/2006 6 6 Purchase 1 N 0
148902702 Standard 0 0 Purchase 2 N 0
243711275 None 0 0 R/T Refi 2 N 0
245107062 None 0 0 Purchase 2 N 0
245408056 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
247304748 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247403674 None 0 0 Purchase 2 N 0
247600910 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251100403 None 0 0 Purchase 2 N 0
251200494 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
252203510 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287300207 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
288300119 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
246008386 Standard 7/1/2006 6 6 Purchase 1 Y 24
246403835 Standard 7/1/2007 6 6 Purchase 1 Y 36
255612244 None 0 0 C/O Refi 1 N 0
259006526 2% Curbal 0 0 C/O Refi 1 N 0
285001425 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246403836 None 0 0 Purchase 2 N 0
259916207 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
244516198 None 0 0 R/T Refi 1 N 0
246008485 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
246902773 Standard 1/0/1900 0 R/T Refi 1 N 0
246902833 Standard 7/1/2007 6 6 Purchase 1 N 0
247407598 Standard 0 0 R/T Refi 1 N 0
255911699 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259006450 Standard 0 0 R/T Refi 1 N 0
259006503 None 0 0 R/T Refi 1 N 0
287701020 Standard 0 0 Purchase 1 N 0
148902701 None 0 0 Purchase 2 N 0
240212864 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
254103466 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287900116 Standard 0 0 Purchase 2 N 0
240621110 None 7/1/2006 6 6 Purchase 1 N 0
246008499 3 months interst 7/1/2006 6 6 C/O Refi 1 N 0
246008501 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246204767 Standard 0 0 C/O Refi 1 N 0
257701211 Standard 7/1/2006 6 6 C/O Refi 1 N 0
257701247 Standard 7/1/2006 6 6 R/T Refi 1 N 0
259006533 Standard 0 0 C/O Refi 1 N 0
287200102 Standard 7/1/2006 6 6 C/O Refi 1 N 0
287300289 Standard 7/1/2007 6 6 C/O Refi 1 Y 36
287300359 Standard 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
242412242 Standard 0 0 Purchase 2 N 0
246008329 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
254604424 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
243711289 Standard 0 0 R/T Refi 1 N 0
244410555 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
245706970 Standard 7/1/2007 6 6 C/O Refi 1 N 0
245707046 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246008490 Standard 7/1/2007 6 6 C/O Refi 1 Y 36
246008498 Standard 0 0 R/T Refi 1 Y 60
246008511 Standard 0 0 R/T Refi 1 N 0
246008595 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246403840 Standard 0 0 R/T Refi 1 Y 60
246704255 None 7/1/2006 6 6 Purchase 1 N 0
246704274 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
246806903 None 7/1/2006 6 6 Purchase 1 N 0
247407418 Standard 0 0 R/T Refi 1 N 0
247602465 5%/4%3%/2%/1% 7/1/2007 6 6 C/O Refi 1 N 0
249613671 Standard 7/1/2006 6 6 C/O Refi 1 N 0
250900303 min (3 mos int,1st yrs int) 7/1/2007 6 6 Purchase 1 N 0
251100346 Standard 7/1/2007 6 6 Purchase 1 Y 36
251400558 Standard 7/1/2007 6 6 R/T Refi 1 N 0
253000992 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
258606578 Standard 0 0 C/O Refi 1 N 0
258912532 Standard 7/1/2006 6 6 Purchase 1 N 0
259006565 60 days interest 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284803322 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
287300271 Standard 7/1/2006 6 6 C/O Refi 1 Y 24
287300388 Standard 7/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0 0 Xxxxxxxx 2 N 0
241415806 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247304818 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
250900304 None 0 0 Purchase 2 N 0
251100357 Standard 0 0 Purchase 2 N 0
254504120 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
257005922 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902549 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
148902634 None 7/1/2006 6 6 Purchase 1 N 0
148902708 None 7/1/2006 6 6 Purchase 1 N 0
240516139 Standard 7/1/2006 6 6 C/O Refi 1 N 0
242817153 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
245707090 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246008378 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246008548 Standard 7/1/2006 6 6 C/O Refi 1 N 0
246204772 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246704294 1% Curbal 0 0 C/O Refi 1 N 0
246807000 2% Curbal 7/1/2006 6 6 R/T Refi 1 N 0
246902859 None 7/1/2006 6 6 Purchase 1 N 0
247304802 Standard 7/1/2006 6 6 Purchase 1 Y 24
247407547 Standard 0 0 Purchase 1 N 0
247602337 Standard 7/1/2007 6 6 Purchase 1 N 0
248604348 2% Curbal 7/1/2007 6 6 Purchase 1 N 0
248604394 Standard 0 0 Purchase 1 N 0
249613441 Standard 7/1/2006 6 6 C/O Refi 1 N 0
249613528 Standard 0 0 C/O Refi 1 N 0
252003584 Standard 7/1/2007 6 6 R/T Refi 1 N 0
252703874 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256409723 1% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
257005848 min (3 mos int,1st yrs int) 0 0 C/O Refi 1 N 0
257801340 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
285301089 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 Y 60
287300240 Standard 7/1/2006 6 6 R/T Refi 1 Y 24
287300347 Standard 0 0 C/O Refi 1 N 0
287900048 Standard 7/1/2006 6 6 Purchase 1 N 0
288000516 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
148902728 None 0 0 Purchase 2 N 0
148902732 None 0 0 Purchase 2 N 0
148902735 None 0 0 Purchase 2 N 0
148902741 None 0 0 Purchase 2 N 0
242215820 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
247403673 None 0 0 Purchase 2 N 0
248604406 None 0 0 Purchase 2 N 0
253702630 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104528 None 0 0 Purchase 2 N 0
259209711 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
285101249 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287900123 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
148902649 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
240011795 Standard 7/1/2007 6 6 R/T Refi 1 N 0
240011808 Standard 7/1/2007 6 6 Purchase 1 N 0
242115149 None 7/1/2006 6 6 C/O Refi 1 N 0
242920457 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245107019 None 7/1/2006 1/6/1900 6 C/O Refi 1 N 0
245210976 1% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
245304765 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
245605429 None 7/1/2006 6 6 R/T Refi 1 N 0
245707063 Standard 7/1/2007 6 6 C/O Refi 1 N 0
245707076 Standard 0 0 C/O Refi 1 N 0
245707102 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
246008582 Standard 7/1/2007 1/6/1900 6 R/T Refi 1 Y 36
246008650 Standard 7/1/2007 6 6 C/O Refi 1 N 0
246204776 min (3 mos int,1st yrs int) 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 xxx (0 xxx xxx,0xx yrs int) 0 0 Purchase 1 N 0
246204909 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246704282 1% Curbal 7/1/2006 6 6 C/O Refi 1 N 0
246807010 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247304819 Standard 7/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
247602399 Standard 0 0 C/O Refi 1 N 0
247602441 5%/4%3%/2%/1% 7/1/2006 6 6 Purchase 1 N 0
249519220 None 7/1/2006 6 6 R/T Refi 1 N 0
249519273 Standard 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
251400526 None 0 0 C/O Refi 1 N 0
251600592 Standard 7/1/2007 6 6 R/T Refi 1 N 0
251600600 Standard 7/1/2006 6 6 R/T Refi 1 N 0
252203781 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
253300618 2% Curbal 7/1/2006 6 6 R/T Refi 1 N 0
253600464 None 0 0 C/O Refi 1 N 0
253702780 Standard 7/1/2006 6 6 R/T Refi 1 N 0
254503345 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
255315535 None 7/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256209477 5%/4%3%/2%/1% 1/0/1900 0 R/T Refi 1 N 0
256209569 5%/4%3%/2%/1% 7/1/2006 6 6 C/O Refi 1 N 0
256307985 3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
258412715 None 7/1/2006 6 6 C/O Refi 1 N 0
258812106 Standard 0 0 R/T Refi 1 N 0
259006516 None 7/1/2006 6 6 Purchase 1 N 0
259006518 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
259006559 Standard 7/1/2007 6 6 C/O Refi 1 N 0
259209647 Standard 7/1/2006 6 6 C/O Refi 1 N 0
259406526 1% Xxxx 0 0 C/O Refi 1 N 0
259916244 1% Curbal 7/1/2007 6 6 C/O Refi 1 N 0
259916245 1% Curbal 7/1/2007 6 6 C/O Refi 1 N 0
259916262 Standard 8/1/2007 6 6 C/O Refi 1 N 0
284902407 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
285001609 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
287200058 Standard 7/1/2006 6 6 Purchase 1 Y 24
287200174 Standard 0 0 X/X Xxxx 0 X 00
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
287600126 Standard 0 0 R/T Refi 1 N 0
287900067 None 0 0 Purchase 1 N 0
288000465 Standard 0 0 C/O Refi 1 N 0
148902736 1% Curbal 0 0 Purchase 2 N 0
148902750 None 0 0 Purchase 2 N 0
148902752 None 0 0 Purchase 2 N 0
240011783 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
242617618 1% Curbal 0 0 C/O Refi 2 N 0
244612366 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246204831 Standard 1/0/1900 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246806947 2% Curbal 0 0 Purchase 2 N 0
246806998 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
248604413 None 0 0 Purchase 2 N 0
251200521 None 0 0 Purchase 2 N 0
251200522 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251500358 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104337 None 0 0 Purchase 2 N 0
259104474 None 0 0 Purchase 2 N 0
259104589 None 0 0 Purchase 2 N 0
259104604 None 0 0 Purchase 2 N 0
259607436 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
287600100 None 0 0 Purchase 2 N 0
287900109 None 0 0 R/T Refi 2 N 0
287900124 None 0 0 Purchase 2 N 0
255316058 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
148902703 None 7/1/2006 6 6 Purchase 1 N 0
241121385 2% Curbal 7/1/2006 6 6 Purchase 1 N 0
245106889 Standard 0 0 Purchase 1 N 0
247602318 Standard 0 0 Purchase 1 N 0
248604259 None 7/1/2006 6 6 Purchase 1 N 0
252003605 Standard 7/1/2006 6 6 Purchase 1 N 0
259006546 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
287300184 Standard 0 0 Purchase 1 Y 60
287900062 Standard 0 0 Purchase 1 N 0
245304735 1% Curbal 7/15/2006 6 6 R/T Refi 1 N 0
148902744 None 0 0 Purchase 2 N 0
148902754 None 0 0 Purchase 2 N 0
245106923 None 0 0 Purchase 2 N 0
245107099 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247601154 None 0 0 Purchase 2 N 0
248604418 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104651 None 0 0 Purchase 2 N 0
148902753 1% Curbal 0 0 Purchase 2 N 0
148902540 None 7/1/2006 6 6 Purchase 1 N 0
148902568 None 7/1/2006 6 6 Purchase 1 N 0
148902611 None 7/1/2006 6 6 Purchase 1 N 0
148902636 Standard 7/1/2006 6 6 Purchase 1 N 0
148902638 None 7/1/2006 6 6 Purchase 1 N 0
245107053 Standard 0 0 Purchase 1 N 0
245605402 None 7/15/2006 6 6 R/T Refi 1 N 0
245605440 None 7/15/2006 6 6 C/O Refi 1 N 0
246008442 Standard 7/1/2007 6 6 Purchase 1 Y 36
246204854 min (3 mos int,1st yrs int) 0 0 Purchase 1 N 0
248604375 Standard 7/1/2007 6 6 Purchase 1 N 0
248604395 Standard 1/0/1900 0 Purchase 1 N 0
148902726 Standard 0 0 Purchase 2 N 0
148902746 None 0 0 Purchase 2 N 0
148902759 None 1/0/1900 0 Purchase 2 N 0
148902762 None 0 0 Purchase 2 N 0
148902764 None 0 0 Purchase 2 N 0
148902766 None 0 0 Purchase 2 N 0
148902769 None 0 0 Purchase 2 N 0
148902778 Standard 0 0 Purchase 2 N 0
245107054 None 0 0 Purchase 2 N 0
245107079 None 0 0 Purchase 2 N 0
245210950 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246008607 None 0 0 Purchase 2 N 0
247304813 Standard 0 0 Purchase 2 N 0
247304846 Standard 0 0 Purchase 2 N 0
247403678 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604422 None 0 0 Purchase 2 N 0
251500362 Standard 0 0 Purchase 2 N 0
258000022 Standard 0 0 Purchase 2 N 0
259916259 None 0 0 R/T Refi 2 N 0
287900128 None 0 0 Purchase 2 N 0
148902775 Standard 7/1/2006 6 6 Purchase 1 N 0
240011820 Standard 0 0 Purchase 1 N 0
241717186 min(2% Curbal,60 days int) 0 0 C/O Refi 1 N 0
245407995 Standard 7/1/2006 6 6 Purchase 1 N 0
245407997 Standard 0 0 Purchase 1 N 0
245408019 Standard 0 0 Purchase 1 N 0
245408105 Standard 0 0 Purchase 1 N 0
245605441 None 0 0 Purchase 1 N 0
245707111 Standard 7/1/2006 6 6 Purchase 1 N 0
246204827 min (3 mos int,1st yrs int) 7/1/2007 6 6 Purchase 1 N 0
246204918 1% Curbal 7/1/2007 6 6 Purchase 1 N 0
246403874 Standard 7/1/2007 6 6 Purchase 1 N 0
246807013 Standard 7/1/2006 6 6 Purchase 1 N 0
247304811 Standard 7/1/2007 6 6 Purchase 1 N 0
247304852 Standard 7/1/2007 6 6 Purchase 1 Y 36
247602481 None 7/1/2006 6 6 Purchase 1 N 0
249119860 Standard 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
251300705 1% Curbal 7/1/2006 6 6 Purchase 1 N 0
254806585 None 7/15/2006 6 6 C/O Refi 1 N 0
259006534 12 months interest 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
287600129 Standard 7/1/2007 6 6 Purchase 1 N 0
148902776 None 0 0 Purchase 2 N 0
148902779 None 1/0/1900 0 Purchase 2 N 0
148902780 None 0 0 Purchase 2 N 0
148902781 None 0 0 Purchase 2 N 0
148902783 Standard 0 0 Purchase 2 N 0
148902787 Standard 0 0 Purchase 2 N 0
240011814 None 0 0 Purchase 2 N 0
240112207 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245407994 None 0 0 Purchase 2 N 0
245408068 None 0 0 Purchase 2 N 0
245408121 None 0 0 Purchase 2 N 0
245408123 None 0 0 Purchase 2 N 0
245707125 Standard 0 0 Purchase 2 N 0
246008592 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246204919 5% Curbal 0 0 Purchase 2 N 0
246403875 Standard 0 0 Purchase 2 N 0
247304823 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247403679 None 0 0 Purchase 2 N 0
248604424 None 0 0 Purchase 2 N 0
248604428 None 0 0 Purchase 2 N 0
249119796 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104530 None 0 0 Purchase 2 N 0
259104649 None 0 0 Purchase 2 N 0
287300408 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
287900130 None 0 0 Purchase 2 N 0
245605439 None 7/15/2006 6 6 R/T Refi 1 N 0
245707106 Standard 7/15/2006 6 6 Purchase 1 N 0
246204694 min (3 mos int,1st yrs int) 7/15/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
258000025 None 7/15/2006 6 6 Purchase 1 N 0
258514465 Standard 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
148902785 None 0 0 Purchase 2 N 0
148902788 None 0 0 Purchase 2 N 0
240011830 None 0 0 Purchase 2 N 0
245707109 None 0 0 Purchase 2 N 0
245707134 Standard 0 0 Purchase 2 N 0
246204883 Standard 0 0 Purchase 2 N 0
246704296 None 0 0 Purchase 2 N 0
248604436 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251200534 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 0 Purchase 2 N 0
258812309 None 0 0 Purchase 2 N 0
259209869 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
248604392 5%/4%3%/2%/1% 7/15/2006 6 6 Purchase 1 N 0
259006532 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259006575 Standard 8/1/2006 6 6 Purchase 1 N 0
259916253 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
258000029 None 0 0 Purchase 2 N 0
259006569 None 0 0 Purchase 2 N 0
259104716 None 0 0 Purchase 2 N 0
284303420 Standard 0 0 C/O Refi 2 N 0
245107075 Standard 7/15/2006 6 6 Purchase 1 N 0
246902898 None 7/15/2006 6 6 R/T Refi 1 N 0
247407646 Standard 7/15/2007 6 6 C/O Refi 1 N 0
251400576 Standard 7/15/2007 6 6 Purchase 1 Y 36
252703941 Standard 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
259916263 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251400578 None 0 0 Purchase 2 N 0
287900133 None 0 0 C/O Refi 2 N 0
148902598 Standard 8/1/2006 6 6 Purchase 1 Y 24
242115235 None 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
252402750 Standard 7/15/2006 6 6 R/T Refi 1 N 0
259006528 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259006596 2% Curbal 0 0 C/O Refi 1 N 0
259916255 Standard 0 0 R/T Refi 1 N 0
259916291 None 7/12/2006 6 6 C/O Refi 1 N 0
287300412 Standard 7/15/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
245605451 None 0 0 Purchase 2 N 0
246008528 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
245210931 1% Curbal 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
247602541 5%/4%3%/2%/1% 7/15/2006 1/6/1900 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
252003649 Standard 7/15/2006 6 6 Purchase 1 N 0
257901397 Standard 7/15/2006 6 6 C/O Refi 1 N 0
259006519 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259916256 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287300378 Standard 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
148902806 None 0 0 Purchase 2 N 0
243414695 60 days interest 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245211034 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
247601134 None 0 0 Purchase 2 N 0
253300691 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
148902791 Standard 7/15/2006 6 6 Purchase 1 N 0
148902808 None 0 0 Purchase 1 N 0
245605460 None 7/15/2006 6 6 Purchase 1 N 0
246704299 Standard 7/15/2007 6 6 Purchase 1 N 0
249119842 None 7/15/2006 6 6 C/O Refi 1 N 0
251100414 Standard 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 1/6/1900 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 xxx (0 xxx xxx,0xx yrs int) 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
257801386 Standard 7/15/2006 6 6 R/T Refi 1 N 0
258000023 Standard 0 0 Purchase 1 Y 60
258812123 None 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
259006547 Standard 8/1/2006 6 6 Purchase 1 N 0
259006583 1% Curbal 0 0 Purchase 1 N 0
259916272 None 7/14/2006 6 6 C/O Refi 1 N 0
259916289 Standard 7/14/2006 6 6 C/O Refi 1 N 0
259916292 Standard 7/14/2006 6 6 C/O Refi 1 N 0
259916312 5% Curbal 7/14/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 00
000000000 Xxxxxxxx 0/00/0000 6 6 Purchase 1 N 0
258514277 Standard 7/15/2006 6 6 R/T Refi 1 N 0
259916336 Standard 7/14/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
241513601 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245707133 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
256409983 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259006551 Standard 0 0 Purchase 2 N 0
259006584 None 0 0 Purchase 2 N 0
259104717 None 0 0 Purchase 2 N 0
285800125 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
246008366 Standard 7/15/2006 6 6 Purchase 1 Y 24
249224411 None 7/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
287900119 Standard 8/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245211016 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
252003659 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
240011785 None 0 0 C/O Refi 1 N 0
240621301 2% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
241415888 None 8/1/2006 6 6 C/O Refi 1 N 0
241917692 Standard 0 0 C/O Refi 1 N 0
242709064 Standard 8/1/2006 6 6 C/O Refi 1 N 0
243211992 Standard 8/1/2006 6 6 R/T Refi 1 N 0
245107044 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
245408125 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
245408129 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
246807037 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246807043 Standard 8/1/2007 6 6 R/T Refi 1 N 0
246807061 Standard 0 0 C/O Refi 1 N 0
246902897 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
247407657 5%/4%3%/2%/1% 8/1/2007 6 6 R/T Refi 1 N 0
247602485 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
249119788 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
251400575 Standard 8/1/2007 6 6 C/O Refi 1 N 0
251600595 Standard 0 0 R/T Refi 1 N 0
252003641 1% Curbal 8/1/2006 6 6 C/O Refi 1 Y 24
252003653 1% Curbal 0 0 C/O Refi 1 N 0
252003666 Standard 8/1/2007 6 6 C/O Refi 1 N 0
253300425 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253600573 None 0 0 C/O Refi 1 N 0
253702775 Standard 8/1/2006 6 6 R/T Refi 1 N 0
255410643 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256209655 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
257701294 Standard 8/1/2006 6 6 C/O Refi 1 N 0
257901306 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259406567 Standard 0 0 C/O Refi 1 N 0
259916251 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
259916261 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284600803 Standard 8/1/2006 6 6 C/O Refi 1 N 0
285201241 Standard 0 0 C/O Refi 1 N 0
287300318 Standard 8/1/2006 6 6 R/T Refi 1 Y 24
287701029 None 0 0 C/O Refi 1 N 0
287900115 Standard 8/1/2007 6 6 C/O Refi 1 N 0
288000611 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
253703003 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
241217626 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
242215630 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242920398 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
243111940 Standard 8/1/2007 6 6 R/T Refi 1 N 0
244119519 None 8/1/2006 6 6 C/O Refi 1 N 0
245211010 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211049 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
245304803 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245707153 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246008620 Standard 8/1/2006 6 6 C/O Refi 1 Y 24
246008651 Standard 8/1/2006 6 6 C/O Refi 1 N 0
246008671 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
247407620 2% Curbal 0 0 C/O Refi 1 N 0
247407628 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
247602552 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
253903532 Standard 8/1/2006 6 6 C/O Refi 1 N 0
256409890 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
256606389 Standard 0 0 C/O Refi 1 N 0
257801400 Standard 8/1/2006 6 6 C/O Refi 1 N 0
259006591 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
259916260 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
259916333 Standard 7/19/2006 6 6 C/O Refi 1 N 0
259916338 Standard 8/1/2006 6 6 C/O Refi 1 N 0
284404259 Standard 8/1/2006 6 6 C/O Refi 1 N 0
284503948 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
285700100 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287300285 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287300428 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
259916482 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240011809 None 0 0 C/O Refi 1 N 0
240112155 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242316511 Standard 0 0 C/O Refi 1 N 0
243414592 60 days interest 0 0 C/O Refi 1 N 0
245211001 1% Curbal 0 0 R/T Refi 1 N 0
245211024 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211050 1% Curbal 8/1/2007 6 6 R/T Refi 1 N 0
245408143 Standard 8/1/2007 1/6/1900 6 X/X Xxxx 0 X 00
000000000 Xxxx 0 0 C/O Refi 1 N 0
245707045 Standard 7/15/2007 6 6 Purchase 1 N 0
245707112 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245707135 Standard 0 0 R/T Refi 1 N 0
245707161 Standard 8/1/2006 6 6 C/O Refi 1 N 0
246008660 Standard 8/1/2006 6 6 C/O Refi 1 N 0
246704273 1% Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
246807050 None 0 0 C/O Refi 1 N 0
246807064 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246902943 Standard 8/1/2007 6 6 R/T Refi 1 N 0
247304794 Standard 8/1/2007 6 6 C/O Refi 1 N 0
247304807 Standard 0 0 C/O Refi 1 N 0
247304864 Standard 8/1/2006 6 6 C/O Refi 1 N 0
247304872 Standard 8/1/2006 6 6 R/T Refi 1 N 0
247407652 Standard 0 0 Purchase 1 N 0
247602417 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251200538 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
251300700 1% Curbal 0 0 C/O Refi 1 N 0
251400579 Standard 8/1/2007 6 6 C/O Refi 1 N 0
251600608 Standard 8/1/2007 6 6 R/T Refi 1 N 0
251600611 Standard 8/1/2007 6 6 R/T Refi 1 N 0
252503277 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253000996 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
255912146 5%/4%3%/2%/1% 0 0 R/T Refi 1 N 0
256606314 Standard 0 0 C/O Refi 1 N 0
256706697 Standard 8/1/2006 6 6 C/O Refi 1 N 0
257005817 Standard 8/1/2006 6 6 R/T Refi 1 N 0
257503340 None 0 0 C/O Refi 1 N 0
257801467 Standard 8/1/2006 6 6 R/T Refi 1 N 0
258413268 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259006589 60 days interest 8/1/2006 6 6 C/O Refi 1 N 0
284102444 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
284404207 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
242412467 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
245107074 Standard 0 0 R/T Refi 2 N 0
245707107 None 0 0 Purchase 2 N 0
251100436 None 0 0 Purchase 2 N 0
257801334 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
148902743 Standard 8/1/2006 6 6 Purchase 1 Y 24
240011677 Standard 0 0 R/T Refi 1 N 0
240011836 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
240011847 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
240621258 2% Curbal 0 0 C/O Refi 1 N 0
240621378 2% Curbal 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
243614564 3%/2%/1% 8/1/2006 6 6 R/T Refi 1 N 0
243614577 Standard 8/1/2006 6 6 R/T Refi 1 N 0
245107042 Standard 0 0 Purchase 1 N 0
245211051 1% Curbal 0 0 R/T Refi 1 N 0
245408082 Standard 0 0 R/T Refi 1 N 0
245408151 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
245707140 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245707170 Standard 8/1/2007 6 6 R/T Refi 1 N 0
246008574 Standard 0 0 C/O Refi 1 N 0
246008639 Standard 8/1/2006 6 6 C/O Refi 1 N 0
246008662 Standard 8/1/2007 6 6 R/T Refi 1 N 0
246204971 min (3 mos int,1st yrs int) 8/1/2006 6 6 C/O Refi 1 N 0
246704291 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
246902900 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
249319171 Standard 8/1/2006 6 6 C/O Refi 1 N 0
249519334 Standard 8/1/2006 6 6 C/O Refi 1 N 0
249613719 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
252003648 Standard 0 0 C/O Refi 1 N 0
252003656 Standard 8/1/2007 6 6 R/T Refi 1 N 0
252003678 min(2% Curbal,60 days int) 8/1/2006 6 6 C/O Refi 1 N 0
252003680 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
253903529 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256409997 1% Curbal 0 0 C/O Refi 1 N 0
256706576 Standard 8/1/2007 6 6 C/O Refi 1 N 0
257005925 Standard 1/0/1900 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
258812527 Standard 8/1/2007 6 6 C/O Refi 1 N 0
259006588 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
259006599 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
259916340 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
259916344 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
284803506 Standard 8/1/2006 6 6 C/O Refi 1 N 0
285101314 Standard 8/1/2006 6 6 C/O Refi 1 N 0
285700554 Standard 0 0 C/O Refi 1 N 0
287200175 Standard 8/1/2007 6 6 Purchase 1 Y 36
287500142 Standard 0 0 C/O Refi 1 N 0
287500154 Standard 7/15/2007 6 6 Purchase 1 N 0
287500161 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
287701042 3%/2%/1% 8/1/2007 6 6 R/T Refi 1 N 0
251600610 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902819 None 0 0 Purchase 2 N 0
148902846 Standard 0 0 Purchase 2 N 0
240011804 None 0 0 Purchase 2 N 0
245211053 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245707172 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
246704321 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604458 None 0 0 Purchase 2 N 0
248604459 None 0 0 Purchase 2 N 0
252003665 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
258514596 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
288500022 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
148902828 Standard 8/1/2006 6 6 Purchase 1 N 0
148902841 Standard 8/1/2006 6 6 Purchase 1 N 0
240011803 Standard 8/1/2007 6 6 Purchase 1 N 0
240011838 Standard 0 0 R/T Refi 1 N 0
241319301 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
241717283 min(2% Curbal,60 days int) 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
242412172 Standard 8/1/2006 6 6 R/T Refi 1 N 0
242617737 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
242709428 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
243518173 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
245107145 Standard 8/1/2007 6 6 Purchase 1 N 0
245210960 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
245211035 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245304791 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
245304797 None 8/1/2006 6 6 Purchase 1 N 0
245408085 Standard 0 0 C/O Refi 1 N 0
245408140 Standard 8/1/2007 6 6 Purchase 1 Y 36
245605444 None 8/1/2006 6 6 Purchase 1 N 0
245605458 None 8/1/2006 6 6 R/T Refi 1 N 0
245707043 Standard 8/1/2007 6 6 Purchase 1 N 0
245707136 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245707143 Standard 0 0 C/O Refi 1 N 0
245707166 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245707178 Standard 8/1/2007 6 6 R/T Refi 1 N 0
246204896 Standard 0 0 C/O Refi 1 N 0
246204913 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
246704322 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246807023 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246902938 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246902952 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
247602536 5%/4%3%/2%/1% 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
248604444 Standard 8/1/2007 6 6 Purchase 1 N 0
249519414 Standard 8/1/2006 6 6 C/O Refi 1 N 0
249613628 Standard 8/1/2006 6 6 C/O Refi 1 N 0
249613694 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
250900384 None 8/1/2006 6 6 C/O Refi 1 N 0
250900387 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
251100416 Standard 0 0 C/O Refi 1 Y 60
251100440 Standard 8/1/2007 6 6 X/X Xxxx 0 X 00
000000000 xxx(0% Xxxxxx,00 days int) 8/1/2006 6 6 C/O Refi 1 N 0
251300742 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
252003669 Standard 0 0 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 8/1/2007 6 6 R/T Refi 1 N 0
252003675 Standard 8/1/2007 6 6 R/T Refi 1 N 0
252402582 None 0 0 C/O Refi 1 N 0
252402994 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252805252 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
253702872 Standard 8/1/2006 6 6 C/O Refi 1 N 0
254604852 Standard 8/1/2006 6 6 C/O Refi 1 N 0
254704154 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
255912130 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
256706337 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
258514556 None 8/1/2007 6 6 C/O Refi 1 N 0
259006572 4 months interest 8/1/2006 6 6 Purchase 1 N 0
259104708 None 8/1/2006 6 6 Purchase 1 N 0
284303250 Standard 0 0 C/O Refi 1 N 0
284303719 Standard 8/1/2006 6 6 R/T Refi 1 N 0
284703683 None 8/1/2006 6 6 R/T Refi 1 N 0
284803703 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
285800089 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287200181 Standard 8/1/2007 6 6 Purchase 1 Y 36
287300343 Standard 0 0 C/O Refi 1 N 0
287300413 Standard 8/1/2007 6 6 C/O Refi 1 Y 36
287300440 Standard 8/1/2007 6 6 C/O Refi 1 Y 36
287500070 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287500116 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
287500185 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902851 None 0 0 Purchase 2 N 0
148902854 None 0 0 Purchase 2 N 0
242412316 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245210964 1% Curbal 0 0 Purchase 2 N 0
245408144 None 0 0 Purchase 2 N 0
248604463 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
253803345 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
254604557 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
287900129 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
243316647 None 0 0 C/O Refi 1 N 0
243816500 Standard 8/1/2006 6 6 R/T Refi 1 N 0
247407634 None 8/1/2007 6 6 C/O Refi 1 N 0
252003664 1% Curbal 8/1/2007 6 6 Purchase 1 N 0
252402995 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
252403020 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
285001775 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
243711418 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
240621288 2% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
242412021 Standard 0 0 C/O Refi 1 N 0
242412450 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242817110 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
243614492 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
244410681 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
244612492 2% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
245107122 Standard 0 0 Purchase 1 N 0
245107134 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245304816 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245707167 Standard 0 0 X/X Xxxx 0 X 0
000000000 xxx (0 xxx xxx,0xx yrs int) 8/1/2007 6 6 C/O Refi 1 N 0
246204941 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246403870 Standard 8/1/2006 6 6 X/X Xxxx 0 X 00
000000000 0% Xxxx 8/1/2007 6 6 C/O Refi 1 N 0
246704336 min (3 mos int,1st yrs int) 8/1/2007 6 6 C/O Refi 1 N 0
246806999 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246807067 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246807075 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
247304894 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247602348 Standard 8/1/2007 6 6 R/T Refi 1 N 0
249021066 Standard 8/1/2006 6 6 R/T Refi 1 N 0
249613751 min (3 mos int,1st yrs int) 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251200531 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
251300713 2% Curbal 0 0 C/O Refi 1 N 0
251500374 Standard 0 0 C/O Refi 1 N 0
252203860 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
252703682 Standard 0 0 C/O Refi 1 N 0
252703929 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
253001279 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
253600566 None 0 0 C/O Refi 1 N 0
253803389 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
255912134 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
256409968 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
257801530 Standard 8/1/2007 6 6 R/T Refi 1 N 0
258812079 Standard 8/1/2006 6 6 C/O Refi 1 N 0
259916268 1% Curbal 0 0 C/O Refi 1 N 0
284902758 Standard 8/1/2006 6 6 C/O Refi 1 N 0
285700593 Standard 0 0 C/O Refi 1 N 0
240621307 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245707129 None 0 0 Purchase 2 N 0
246807046 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
253803413 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
256410033 1% Curbal 0 0 Purchase 2 N 0
257801454 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
148902610 Standard 8/1/2007 6 6 Purchase 1 N 0
240011846 Standard 0 0 C/O Refi 1 N 0
240112214 Standard 8/1/2006 6 6 R/T Refi 1 N 0
240516386 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
242316329 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
245211029 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211039 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
245211046 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245408141 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246204894 Standard 8/1/2007 6 6 Purchase 1 N 0
246807085 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247407403 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247602562 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
249021146 None 8/1/2006 6 6 C/O Refi 1 N 0
249519030 2% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
250900392 min (3 mos int,1st yrs int) 8/1/2006 6 6 C/O Refi 1 N 0
251100412 Standard 8/1/2007 6 6 C/O Refi 1 Y 36
252003663 Standard 8/1/2007 6 6 R/T Refi 1 N 0
253500843 None 8/1/2007 6 6 C/O Refi 1 N 0
253702891 Standard 0 0 C/O Refi 1 N 0
253702952 Standard 8/1/2006 6 6 R/T Refi 1 N 0
254103619 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
255912087 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
256308075 3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
257901399 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258412986 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258811615 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
259916275 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
285001761 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
287200155 Standard 8/1/2006 6 6 Purchase 1 N 0
287200192 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287500098 Standard 8/1/2007 6 6 R/T Refi 1 N 0
287500184 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287900131 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
288500060 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
241319564 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
253600489 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
258514800 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 2 N 0
288000750 Standard 0 0 C/O Refi 2 N 0
148902833 Standard 8/1/2006 6 6 Purchase 1 N 0
240011801 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
240919188 Standard 8/1/2006 6 6 R/T Refi 1 N 0
242617720 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
242617809 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
242920031 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
242920538 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
243518227 Standard 8/1/2006 6 6 C/O Refi 1 N 0
243614410 Standard 8/1/2006 6 6 C/O Refi 1 N 0
243614690 Standard 8/1/2006 6 6 C/O Refi 1 N 0
245107014 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245211079 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
245605480 None 8/1/2006 6 6 R/T Refi 1 N 0
245707173 Standard 0 0 C/O Refi 1 N 0
245707179 Standard 8/1/2007 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246204934 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246807115 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246902933 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
247407616 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
247407681 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
249519259 Standard 8/1/2006 6 6 R/T Refi 1 N 0
249519335 None 8/1/2006 6 6 R/T Refi 1 N 0
249519421 Standard 0 0 C/O Refi 1 N 0
249519588 3%/2%/1% 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
250900391 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 8/1/2006 6 6 R/T Refi 1 Y 24
251500377 Standard 8/1/2006 6 6 Purchase 1 N 0
252003677 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
253200143 Standard 8/1/2007 6 6 R/T Refi 1 N 0
253200526 None 0 0 C/O Refi 1 N 0
253600330 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253703088 Standard 0 0 R/T Refi 1 N 0
253903675 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256706675 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
258000014 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
258000019 None 0 0 C/O Refi 1 N 0
258811991 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259406789 Standard 0 0 C/O Refi 1 N 0
284204096 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
285101141 Standard 8/1/2006 6 6 C/O Refi 1 N 0
285201184 Standard 0 0 C/O Refi 1 N 0
285700604 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287200183 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
287701051 Standard 8/1/2007 6 6 Purchase 1 N 0
148902859 None 0 0 Purchase 2 N 0
241415701 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
249519630 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
258212780 2% Curbal 0 0 R/T Refi 2 N 0
287700005 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
240213071 Standard 8/1/2006 6 6 Purchase 1 N 0
240516137 Standard 8/1/2006 6 6 C/O Refi 1 N 0
240621407 2% Curbal 0 0 R/T Refi 1 N 0
241319328 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
242316509 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242412452 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242709425 Standard 0 0 C/O Refi 1 N 0
242920616 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
243212260 Standard 8/1/2006 6 6 R/T Refi 1 N 0
243518156 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
244209216 5% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
244516468 None 8/1/2006 6 6 C/O Refi 1 N 0
245107010 Standard 0 0 C/O Refi 1 N 0
245210965 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211070 1% Curbal 0 0 C/O Refi 1 N 0
245304785 Standard 8/1/2006 6 6 R/T Refi 1 N 0
245408148 Standard 8/1/2006 6 6 Purchase 1 Y 24
245605456 None 8/1/2006 6 6 R/T Refi 1 N 0
245707158 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246008673 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246204969 min (3 mos int,1st yrs int) 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246807076 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246807106 Standard 0 0 C/O Refi 1 N 0
246807112 Standard 8/1/2006 6 6 C/O Refi 1 N 0
246902936 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246902958 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
247304839 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
247407572 Standard 8/1/2007 6 6 Purchase 1 N 0
247407672 Standard 0 0 R/T Refi 1 N 0
247407691 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
251100429 Standard 8/1/2006 6 6 C/O Refi 1 N 0
251300745 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
251600628 Standard 8/1/2006 6 6 Purchase 1 N 0
251600633 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252003681 Standard 0 0 R/T Refi 1 N 0
252003689 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252003698 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252402857 min (3 mos int,1st yrs int) 0 0 R/T Refi 1 N 0
252503395 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
253300881 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
253501208 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
253903644 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
254604729 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
255612278 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
255712694 Standard 0 0 R/T Refi 1 N 0
255912212 None 8/1/2006 6 6 C/O Refi 1 N 0
256905244 Standard 0 0 X/X Xxxx 0 X 0
000000000 xxx (0 xxx xxx,0xx yrs int) 8/1/2006 6 6 C/O Refi 1 N 0
257801612 Standard 8/1/2006 6 6 C/O Refi 1 N 0
257901127 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
258812681 1% Curbal 0 0 C/O Refi 1 N 0
259209948 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284803575 Standard 0 0 C/O Refi 1 N 0
285201024 Standard 8/1/2006 6 6 R/T Refi 1 N 0
287300414 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
287500171 Standard 8/1/2007 6 6 R/T Refi 1 N 0
287600171 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
288500031 Standard 0 0 R/T Refi 1 N 0
288500106 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902869 None 0 0 Purchase 2 N 0
241513753 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245605478 None 0 0 Purchase 2 N 0
247304841 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251600641 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 2 N 0
257901380 Standard 0 0 R/T Refi 2 N 0
257901481 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
284600772 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
288000739 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
288500066 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
148902774 Standard 8/1/2006 6 6 Purchase 1 N 0
148902782 None 8/1/2006 6 6 Purchase 1 N 0
240011788 None 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
241217627 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
241319504 2% Curbal 2/1/2005 6 6 C/O Refi 1 N 0
241415910 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
241612782 None 8/1/2006 6 6 R/T Refi 1 N 0
241717233 min(2% Curbal,60 days int) 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 8/1/2006 6 6 C/O Refi 1 N 0
241917839 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
242215892 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
242316538 Standard 0 0 C/O Refi 1 N 0
242412473 Standard 8/1/2006 6 6 R/T Refi 1 N 0
242412523 Standard 0 0 R/T Refi 1 N 0
242709158 Standard 0 0 R/T Refi 1 N 0
242709467 Standard 8/1/2006 6 6 C/O Refi 1 N 0
243212116 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
243414793 60 days interest 0 0 C/O Refi 1 N 0
243614679 Standard 8/1/2006 6 6 R/T Refi 1 N 0
243711499 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
244209273 5% Curbal 0 0 R/T Refi 1 N 0
244410753 Standard 8/1/2006 6 6 C/O Refi 1 N 0
245106947 Standard 0 0 R/T Refi 1 N 0
245107144 None 8/1/2006 6 6 C/O Refi 1 N 0
245107158 Standard 8/1/2006 6 6 C/O Refi 1 N 0
245107159 Standard 8/1/2007 6 6 C/O Refi 1 N 0
245211072 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211077 Standard 0 0 R/T Refi 1 N 0
245304809 2% Curbal 0 0 R/T Refi 1 N 0
245304815 None 8/1/2006 6 6 C/O Refi 1 N 0
245304822 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245407781 Standard 8/1/2006 6 6 C/O Refi 1 N 0
245408130 Standard 8/1/2007 6 6 C/O Refi 1 Y 36
245408172 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
245707157 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
246008693 Standard 8/1/2006 6 6 X/X Xxxx 0 X 00
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246704293 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
246704343 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
246704350 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
246704351 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
246807066 5% Curbal 0 0 Purchase 1 N 0
246807095 None 8/1/2006 6 6 C/O Refi 1 N 0
246807100 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246807123 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246902927 2% Curbal 8/1/2007 6 6 C/O Refi 1 N 0
246902944 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247304849 Standard 8/1/2007 6 6 C/O Refi 1 Y 36
247304867 Standard 8/1/2006 6 6 Purchase 1 N 0
247304909 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
247602513 5%/4%3%/2%/1% 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
247602635 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
249119925 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
249519568 3%/2%/1% 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
251100432 Standard 8/1/2007 6 6 R/T Refi 1 Y 36
251600621 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252003688 Standard 8/1/2006 6 6 R/T Refi 1 N 0
252003699 Standard 8/1/2006 6 6 R/T Refi 1 N 0
252003704 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
252403019 3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
252703757 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
253001139 None 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
253400702 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
253803455 Standard 0 0 C/O Refi 1 N 0
253903682 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
254604649 Standard 8/1/2006 6 6 C/O Refi 1 N 0
254604831 Standard 0 0 R/T Refi 1 N 0
254604938 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
256606533 Standard 8/1/2006 6 6 C/O Refi 1 N 0
256606561 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
257701222 Standard 8/1/2006 6 6 C/O Refi 1 N 0
257701381 Standard 0 0 C/O Refi 1 N 0
257901441 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
258514650 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
258812792 Standard 8/1/2006 6 6 R/T Refi 1 N 0
258912743 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259916315 1% Curbal 0 0 C/O Refi 1 N 0
259916339 Standard 0 0 C/O Refi 1 N 0
259916341 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
283400028 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284803720 Standard 0 0 C/O Refi 1 N 0
285101333 Standard 8/1/2006 6 6 R/T Refi 1 N 0
285800122 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
287200201 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287200210 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287300466 Standard 8/1/2006 6 6 C/O Refi 1 Y 24
287500074 Standard 0 0 R/T Refi 1 N 0
287500187 Standard 0 0 C/O Refi 1 N 0
287500193 Standard 8/1/2006 6 6 Purchase 1 N 0
287500202 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
287900136 Standard 8/1/2006 6 6 Purchase 1 Y 24
287900156 Standard 8/1/2006 6 6 C/O Refi 1 Y 24
288000852 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
249721219 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
242412534 Standard 0 0 R/T Refi 2 N 0
242617774 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
245304810 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
253300584 3 months interst 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
257801572 Standard 0 0 R/T Refi 2 N 0
258514529 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
284404378 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
288000721 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
245210991 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
252003671 Standard 0 0 R/T Refi 1 N 0
252203812 Standard 8/1/2007 6 6 C/O Refi 1 N 0
253001171 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
254907753 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
243211999 Standard 8/1/2006 6 6 R/T Refi 1 N 0
148902725 None 8/1/2006 6 6 Purchase 1 N 0
148902849 Standard 0 0 Purchase 1 N 0
240011862 None 8/1/2007 6 6 C/O Refi 1 N 0
240212857 Standard 0 0 C/O Refi 1 N 0
240213026 Standard 8/1/2006 6 6 C/O Refi 1 N 0
240213047 Standard 8/1/2007 6 6 C/O Refi 1 N 0
240213051 Standard 8/1/2006 6 6 C/O Refi 1 N 0
240310849 Standard 0 0 X/X Xxxx 0 X 0
000000000 xxx(0% Xxxxxx,00 days int) 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
241319607 None 8/1/2006 6 6 C/O Refi 1 N 0
241319626 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
242215537 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242215844 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
242817219 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242817306 Standard 8/1/2007 6 6 C/O Refi 1 N 0
242920630 5%/4%3%/2%/1% 0 0 C/O Refi 1 N 0
242920693 5%/4%3%/2%/1% 8/1/2006 6 6 C/O Refi 1 N 0
242920710 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
243111915 Standard 8/1/2007 6 6 C/O Refi 1 N 0
243211954 Standard 8/1/2006 6 6 R/T Refi 1 N 0
243211988 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
243816514 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 1 N 0
244119784 None 8/1/2006 6 6 C/O Refi 1 N 0
244410750 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
244612539 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245107157 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
245211057 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
245211073 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
245211081 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
245211099 1% Curbal 8/1/2007 6 6 C/O Refi 1 N 0
245304818 2% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
245408159 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245605482 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
245707168 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246008721 Standard 8/1/2006 6 6 C/O Refi 1 Y 24
246204903 min (3 mos int,1st yrs int) 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 xxx (0 xxx xxx,0xx yrs int) 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246204992 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246704290 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
246807108 None 0 0 C/O Refi 1 N 0
246807116 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
246807127 Standard 8/1/2007 6 6 R/T Refi 1 N 0
246807129 Standard 8/1/2006 6 6 R/T Refi 1 N 0
246902948 None 8/1/2006 6 6 R/T Refi 1 N 0
246902954 None 8/1/2006 6 6 C/O Refi 1 N 0
246902963 1% Curbal 0 0 R/T Refi 1 N 0
246902975 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 Y 24
247407613 Standard 8/1/2007 6 6 R/T Refi 1 N 0
247407663 Standard 0 0 R/T Refi 1 N 0
247407674 Standard 0 0 C/O Refi 1 N 0
247407694 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
248604435 None 8/1/2006 6 6 R/T Refi 1 N 0
248604453 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
249021206 Standard 8/1/2006 6 6 C/O Refi 1 N 0
249119797 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 0% Xxxx 8/1/2006 6 6 C/O Refi 1 N 0
249319250 Standard 8/1/2006 6 6 R/T Refi 1 N 0
249519173 None 8/1/2006 6 6 C/O Refi 1 N 0
249613577 2% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
250900401 1% Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
251300744 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
251300748 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
251500369 Standard 8/1/2007 6 6 C/O Refi 1 N 0
251600599 Standard 8/1/2007 6 6 C/O Refi 1 N 0
251600624 Standard 8/1/2007 6 6 C/O Refi 1 N 0
251600638 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252003655 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252003702 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
252402872 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252403069 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
252503400 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253001567 Standard 0 0 C/O Refi 1 N 0
253200363 Standard 8/1/2007 6 6 C/O Refi 1 N 0
253501183 2% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
254503336 Standard 8/1/2006 6 6 R/T Refi 1 N 0
254604926 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
255912005 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
256209761 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
257801594 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258413365 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
258812600 Standard 0 0 C/O Refi 1 N 0
258912707 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
259006631 2% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259209944 None 8/1/2006 6 6 C/O Refi 1 N 0
259210052 None 8/1/2006 6 6 C/O Refi 1 N 0
284102494 Standard 8/1/2006 6 6 C/O Refi 1 N 0
284303771 Standard 0 0 R/T Refi 1 N 0
284504230 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
285800082 Standard 0 0 C/O Refi 1 N 0
286900123 3%/2%/1% 0 0 R/T Refi 1 N 0
286900133 1% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
286900140 Standard 8/1/2006 6 6 R/T Refi 1 N 0
286900193 None 8/1/2006 6 6 C/O Refi 1 N 0
286900195 min (3 mos int,1st yrs int) 8/1/2006 6 6 C/O Refi 1 N 0
287300457 Standard 8/1/2006 6 6 C/O Refi 1 N 0
287500177 Standard 8/1/2007 6 6 R/T Refi 1 N 0
287500182 Standard 8/1/2007 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
288100477 None 0 0 C/O Refi 1 N 0
288500042 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902882 None 0 0 Purchase 2 N 0
240212961 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
243711596 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245408176 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
246204956 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604482 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
253803376 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
256209535 5% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
258514197 5% Curbal 0 0 C/O Refi 2 N 0
258514816 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104779 None 0 0 Purchase 2 N 0
285201382 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
240621456 2% Curbal 8/1/2006 6 6 R/T Refi 1 N 0
241416171 None 8/1/2006 6 6 C/O Refi 1 N 0
242215741 Standard 8/1/2006 6 6 C/O Refi 1 N 0
242709391 Standard 0 0 C/O Refi 1 N 0
245107169 Standard 8/1/2007 6 6 R/T Refi 1 N 0
245304836 None 8/1/2007 6 6 R/T Refi 1 N 0
245707189 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246403898 Standard 8/1/2007 6 6 C/O Refi 1 N 0
246704364 Standard 8/1/2007 6 6 Purchase 1 N 0
248604457 Standard 8/1/2007 6 6 Purchase 1 N 0
249319329 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
249613718 5%/4%3%/2%/1% 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
251400590 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
252003735 Standard 8/1/2007 6 6 C/O Refi 1 N 0
252203639 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252203926 Standard 8/1/2006 6 6 R/T Refi 1 N 0
252503339 3%/2%/1% 0 0 C/O Refi 1 N 0
252503421 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252703977 min (3 mos int,1st yrs int) 8/1/2006 6 6 C/O Refi 1 N 0
252704194 5% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
252805443 Standard 8/1/2006 6 6 C/O Refi 1 N 0
252805451 Standard 8/1/2006 6 6 C/O Refi 1 N 0
253001079 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253001217 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
253001498 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253200307 Standard 8/1/2006 6 6 R/T Refi 1 N 0
253400524 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
253803424 Standard 8/1/2006 6 6 C/O Refi 1 N 0
253803479 Standard 8/1/2006 6 6 C/O Refi 1 N 0
253803501 Standard 8/1/2006 6 6 C/O Refi 1 N 0
253903704 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
254504430 Standard 8/1/2006 6 6 C/O Refi 1 N 0
254504527 Standard 8/1/2006 6 6 C/O Refi 1 N 0
254604930 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
257603794 1% Curbal 0 0 R/T Refi 1 N 0
258212846 Standard 8/1/2006 6 6 R/T Refi 1 N 0
258302308 None 8/1/2006 6 6 R/T Refi 1 N 0
258302349 None 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
258514802 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258606693 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258606777 5% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
258812861 Standard 8/1/2006 6 6 R/T Refi 1 N 0
258912561 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258912582 Standard 8/1/2006 6 6 C/O Refi 1 N 0
258912652 1% Curbal 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
259209771 Standard 0 0 R/T Refi 1 N 0
259210321 None 8/1/2006 6 6 C/O Refi 1 N 0
259406825 Standard 8/1/2006 6 6 C/O Refi 1 N 0
259607468 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
259607551 1% Curbal 8/1/2006 6 6 C/O Refi 1 N 0
283400049 Standard 8/1/2007 6 6 C/O Refi 1 N 0
284102326 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284303792 Standard 8/1/2007 6 6 C/O Refi 1 N 0
284504251 Standard 0 0 C/O Refi 1 N 0
284600689 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
284803681 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
285201242 Standard 8/1/2006 6 6 R/T Refi 1 N 0
285400539 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
287200193 Standard 8/1/2007 6 6 C/O Refi 1 N 0
287200206 Standard 0 0 R/T Refi 1 N 0
287500223 Standard 0 0 C/O Refi 1 N 0
287500224 Standard 8/1/2007 6 6 R/T Refi 1 N 0
287500236 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
287600168 Standard 0 0 R/T Refi 1 N 0
287900144 Standard 8/1/2007 6 6 R/T Refi 1 N 0
288300427 Standard 8/1/2006 6 6 C/O Refi 1 N 0
288500133 Standard 8/1/2006 6 6 C/O Refi 1 N 0
288500180 Standard 8/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
242920756 5%/4%3%/2%/1% 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
245304841 2% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
249519636 Standard 0 0 C/O Refi 2 N 0
251200546 1% Curbal 0 0 C/O Refi 2 N 0
251300750 1% Curbal 0 0 C/O Refi 2 N 0
251500389 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259607584 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 2 N 0
284600608 5% Curbal 0 0 C/O Refi 2 N 0
284902790 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 R/T Refi 2 N 0
288000828 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
288500032 Standard 0 0 C/O Refi 2 N 0
148902640 Standard 8/1/2006 6 6 Purchase 1 N 0
148902832 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
148902834 Standard 8/1/2006 6 6 Purchase 1 N 0
148902842 Standard 8/1/2006 6 6 Purchase 1 N 0
148902844 Standard 8/1/2006 6 6 Purchase 1 N 0
148902855 Standard 8/1/2007 6 6 Purchase 1 N 0
242215738 Standard 0 0 C/O Refi 1 N 0
251300759 1% Curbal 8/15/2006 6 6 R/T Refi 1 N 0
258000039 None 8/1/2006 6 6 Purchase 1 N 0
259104862 None 8/1/2006 6 6 Purchase 1 N 0
287200211 Standard 8/15/2007 6 6 C/O Refi 1 N 0
287200214 Standard 8/1/2007 6 6 Purchase 1 N 0
148902884 Standard 0 0 Purchase 2 N 0
148902885 None 0 0 Purchase 2 N 0
148902894 None 0 0 Purchase 2 N 0
148902895 Standard 0 0 Purchase 2 N 0
148902898 None 0 0 Purchase 2 N 0
148902909 None 0 0 Purchase 2 N 0
240011878 None 0 0 Purchase 2 N 0
245211043 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245605493 None 0 0 Purchase 2 N 0
245707187 None 0 0 Purchase 2 N 0
252003733 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104950 None 0 0 Purchase 2 N 0
287500201 Standard 0 0 Purchase 2 N 0
148902751 Standard 8/1/2007 6 6 Purchase 1 N 0
148902825 None 8/1/2006 6 6 Purchase 1 N 0
148902872 Standard 8/1/2006 6 6 Purchase 1 N 0
243816600 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
245211120 1% Curbal 8/1/2006 6 6 Purchase 1 N 0
245408146 Standard 8/1/2007 6 6 Purchase 1 Y 36
246902959 None 8/1/2006 6 6 Purchase 1 N 0
246902971 2% Curbal 0 0 Purchase 1 N 0
246902994 None 8/1/2006 6 6 Purchase 1 N 0
247407679 Standard 8/1/2007 6 6 Purchase 1 Y 36
249808339 1% Curbal 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
252003749 1% Curbal 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902890 Standard 0 0 Purchase 2 N 0
148902896 None 0 0 Purchase 2 N 0
245107167 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
245408147 None 0 0 Purchase 2 N 0
245605499 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
250900411 None 0 0 Purchase 2 N 0
251600650 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104709 None 0 0 Purchase 2 N 0
259104799 None 0 0 Purchase 2 N 0
259104821 None 0 0 Purchase 2 N 0
287700006 None 0 0 Purchase 2 N 0
287900170 None 0 0 Purchase 2 N 0
148902857 Standard 8/1/2007 6 6 Purchase 1 N 0
148902892 None 8/1/2006 6 6 Purchase 1 N 0
243212309 Standard 8/15/2006 6 6 C/O Refi 1 N 0
245107195 Standard 8/1/2007 6 6 Purchase 1 N 0
245304798 None 8/1/2006 6 6 Purchase 1 N 0
246205005 Standard 8/1/2007 6 6 Purchase 1 Y 36
246704286 Standard 0 0 Purchase 1 N 0
246704378 None 8/1/2006 6 6 Purchase 1 N 0
247304914 Standard 8/1/2006 6 6 Purchase 1 N 0
247407662 Standard 8/1/2007 6 6 Purchase 1 N 0
247602365 Standard 8/1/2007 6 6 Purchase 1 N 0
248604448 None 8/1/2006 6 6 Purchase 1 N 0
248604461 Standard 8/1/2006 6 6 Purchase 1 N 0
252003739 Standard 8/1/2007 6 6 Purchase 1 N 0
259006638 Standard 8/1/2006 6 6 C/O Refi 1 N 0
259916369 1% Curbal 9/1/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
287900153 Standard 8/1/2006 6 6 Purchase 1 N 0
148902913 None 0 0 Purchase 2 N 0
148902918 None 0 0 Purchase 2 N 0
148902919 None 0 0 Purchase 2 N 0
243414932 60 days interest 0 0 Purchase 2 N 0
245304846 None 0 0 Purchase 2 N 0
245707198 None 0 0 Purchase 2 N 0
246704289 Standard 0 0 Purchase 2 N 0
246704307 Standard 0 0 Purchase 2 N 0
246704377 None 0 0 Purchase 2 N 0
246704381 None 0 0 Purchase 2 N 0
246903019 None 0 0 Purchase 2 N 0
247304916 None 0 0 Purchase 2 N 0
247403685 None 0 0 Purchase 2 N 0
247403686 5%/4%3%/2%/1% 0 0 Purchase 2 N 0
247403687 Standard 0 0 Purchase 2 N 0
247601163 None 0 0 Purchase 2 N 0
258000053 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
259104964 None 0 0 Purchase 2 N 0
259104976 None 0 0 Purchase 2 N 0
259105017 None 0 0 Purchase 2 N 0
287000105 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
259006641 2% Curbal 8/20/2006 6 6 C/O Refi 1 N 0
247304911 Standard 0 0 C/O Refi 2 N 0
148902875 Standard 8/15/2006 6 6 Purchase 1 N 0
240011844 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
246807054 Standard 8/15/2006 6 6 C/O Refi 1 N 0
257901419 Standard 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
247304874 Standard 8/15/2007 6 6 R/T Refi 1 Y 36
148902922 None 0 0 Purchase 2 N 0
148902932 None 0 0 Purchase 2 N 0
240011880 None 0 0 Purchase 2 N 0
245408166 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
240011902 Standard 8/15/2007 6 6 C/O Refi 1 N 0
246704368 Standard 8/15/2006 6 6 C/O Refi 1 N 0
251100459 Standard 8/15/2007 6 6 Purchase 1 Y 36
252403058 5%/4%3%/2%/1% 8/15/2006 6 6 C/O Refi 1 N 0
287500150 Standard 8/15/2006 6 6 Purchase 1 Y 24
245707208 None 0 0 Purchase 2 N 0
251100460 Standard 0 0 Purchase 2 N 0
287500151 Standard 0 0 Purchase 2 N 0
288500284 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
249021041 None 8/15/2006 6 6 C/O Refi 1 N 0
259210232 Standard 8/15/2006 6 6 C/O Refi 1 N 0
248604465 Standard 9/1/2007 6 6 Purchase 1 Y 36
245605454 None 8/15/2006 6 6 Purchase 1 N 0
245408174 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246403909 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
284803845 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
245107194 None 8/15/2006 6 6 Purchase 1 N 0
245408195 Standard 8/15/2006 6 6 Purchase 1 Y 24
248604476 None 8/15/2006 6 6 Purchase 1 N 0
252003756 Standard 8/15/2007 6 6 C/O Refi 1 N 0
253501301 1% Curbal 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
148902945 None 0 0 Purchase 2 N 0
245211076 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246008760 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
148902893 Standard 9/1/2006 6 6 Purchase 1 Y 24
240011890 None 8/15/2006 6 6 Purchase 1 N 0
245107143 None 8/15/2006 6 6 Purchase 1 N 0
245107212 None 8/15/2006 6 6 Purchase 1 N 0
245304851 1% Curbal 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
287900173 Standard 9/1/2007 6 6 Purchase 1 Y 36
148902903 None 0 0 Purchase 2 N 0
243711628 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
246807151 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
251300771 None 0 0 Purchase 2 N 0
287700010 None 0 0 Purchase 2 N 0
287900175 None 0 0 Purchase 2 N 0
254807018 None 8/15/2006 6 6 C/O Refi 1 N 0
257901499 Standard 8/15/2006 6 6 C/O Refi 1 N 0
257901569 Standard 8/15/2006 6 6 C/O Refi 1 N 0
285001994 Standard 0 0 C/O Refi 2 N 0
148902867 Standard 8/15/2006 6 6 Purchase 1 N 0
246205011 min (3 mos int,1st yrs int) 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
283400021 Standard 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240011876 None 0 0 Purchase 2 N 0
247304939 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
253903773 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 2 N 0
287700014 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 Y 24
240112275 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 C/O Refi 1 N 0
245707233 Standard 9/1/2007 6 6 R/T Refi 1 N 0
246008779 Standard 9/1/2006 6 6 C/O Refi 1 N 0
246403897 Standard 9/1/2006 6 6 R/T Refi 1 N 0
251100451 Standard 8/15/2007 6 6 C/O Refi 1 N 0
252402974 Standard 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 C/O Refi 1 N 0
253001670 Standard 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
254704501 Standard 8/15/2006 6 6 Purchase 1 N 0
255410989 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 Purchase 1 N 0
258302252 60 days interest 0 0 C/O Refi 1 N 0
258606928 Standard 8/15/2006 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 C/O Refi 1 N 0
283400014 Standard 0 0 R/T Refi 1 N 0
285201463 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 X/X Xxxx 0 X 0
000000000 Xxxx 0/00/0000 6 6 R/T Refi 1 N 0
148902917 None 0 0 Purchase 2 N 0
148902940 None 0 0 Purchase 2 N 0
240213230 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 2 N 0
243212425 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
248604517 None 0 0 Purchase 2 N 0
257106644 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 2 N 0
284404473 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
240011893 None 9/1/2006 6 6 R/T Refi 1 N 0
243415030 None 8/15/2006 6 6 Purchase 1 N 0
243518465 Standard 9/1/2006 6 6 C/O Refi 1 N 0
245211143 1% Curbal 9/1/2006 6 6 C/O Refi 1 N 0
246008717 Standard 9/1/2006 6 6 C/O Refi 1 N 0
246008768 Standard 9/1/2006 6 6 C/O Refi 1 Y 24
246807163 Standard 8/15/2007 6 6 Purchase 1 N 0
248604511 None 8/15/2006 6 6 Purchase 1 Y 24
246807185 None 0 0 Purchase 2 N 0
248604519 None 0 0 Purchase 2 N 0
249519922 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 2 N 0
246807172 Standard 0 0 Purchase 1 N 0
246903015 None 8/15/2006 6 6 Purchase 1 N 0
287701079 Standard 8/15/2007 6 6 Purchase 1 N 0
287701093 2% Curbal 8/15/2006 6 6 Purchase 1 N 0
289100007 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 R/T Refi 1 N 0
148902969 None 0 0 Purchase 2 N 0
246008774 Standard 0 0 Purchase 2 N 0
246903017 None 0 0 Purchase 2 N 0
251300780 1% Curbal 0 0 Purchase 2 N 0
259104830 None 0 0 Purchase 2 N 0
245107127 Standard 8/15/2007 6 6 Purchase 1 N 0
245605524 None 8/15/2006 6 6 Purchase 1 N 0
286900142 Standard 0 0 R/T Refi 1 N 0
245211169 Standard 0 0 Purchase 1 N 0
245408222 None 0 0 Purchase 2 N 0
245605510 None 0 0 Purchase 2 N 0
259105089 None 0 0 Purchase 2 N 0
259105099 None 0 0 Purchase 2 N 0
259105125 None 0 0 Purchase 2 N 0
246902939 Standard 9/1/2007 6 6 Purchase 1 N 0
259406930 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 Xxxxxxxx 1 N 0
288100568 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
252403079 None 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Refi 1 N 0
256707129 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0/0/0000 6 6 Purchase 1 N 0
287300485 Standard 9/1/2007 6 6 Purchase 1 Y 36
246704407 Standard 9/1/2007 6 6 Purchase 1 N 0
242412632 Standard 0 0 C/O Refi 1 N 0
247602705 Standard 9/1/2007 6 6 Purchase 1 N 0
148902975 None 9/1/2007 6 6 Purchase 1 N 0
246807211 None 9/1/2006 6 6 Purchase 1 N 0
240311038 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 X/X Xxxx 0 X 0
000000000 Xxxxxxxx 0 0 R/T Refi 1 N 0
255316667 Standard 0 0 R/T Refi 1 N 0
245304883 1% Curbal 9/1/2006 6 6 Purchase 1 N 0
240516738 Standard 0 0 R/T Refi 1 N 0
259406676 Standard 0 0 R/T Refi 1 N 0
241319800 None 9/1/2006 6 6 Purchase 1 N 0
253903995 Standard 0 0 X/X Xxxx 0 X 0
000000000 Xxxx 0 0 Purchase 1 N 0
148903026 None 9/1/2006 6 6 Purchase 1 N 0
240011965 Standard 9/1/2007 6 6 Purchase 1 N 0
246807264 Standard 9/1/2007 6 6 Purchase 1 N 0
EXHIBIT E
FORM OF REQUEST FOR RELEASE OF DOCUMENTS
To: X.X. Xxxxxx Trust Company
0000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxx, Xxxxx 00000
Attn: CHEC Loan Trust 2004-2, Series 2004-2
Re: Pooling and Servicing Agreement dated as of October 1, 2004
among Asset Backed Funding Corporation, as depositor, Centex
Home Equity Company, LLC, as Servicer, and JPMorgan Chase
Bank, as trustee
All capitalized terms used herein shall have the means
ascribed to them in the Pooling and Servicing Agreement (the "Agreement")
referenced above.
In connection with the administration of the Mortgage Loans
held by you as Custodian pursuant to the Agreement, we request the release, and
hereby acknowledge receipt, of the Trustee's 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
_____ 2. Foreclosure
_____ 3. Substitution
_____ 4. Other Liquidation (Repurchases, etc.)
_____ 5. Nonliquidation Reason:
-----------------------------
By:
---------------------------------
(authorized signer)
Issuer:
-----------------------------
Address:
----------------------------
------------------------------------
Date:
-------------------------------
E-1
Custodian
X.X. Xxxxxx Trust Company, National Association
Please acknowledge the execution of the above request by your signature
and date below:
--------------------------------------- -----------------------------------
Signature Date
Documents returned to Trustee:
--------------------------------------- -----------------------------------
Custodian Date
E-2
EXHIBIT F-1
FORM OF CUSTODIAN'S INITIAL CERTIFICATION
__________, 20__
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Centex Home Equity Company, LLC
0000 X. Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
The undersigned, as Custodian, hereby certifies that, as except as
noted on the schedule of exceptions attached hereto as Schedule A, as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Mortgage Files and has determined that (i) all documents required
to be delivered to it pursuant to Section 2.01(a), (b), (c), (d) and (e) of the
Pooling and Servicing Agreement, dated as of October 1, 2004, among Asset Backed
Funding Corporation, as depositor, Centex Home Equity Company, LLC, as servicer
and the undersigned, as trustee (the "Agreement") are in its possession, and if
indicated as applicable in a separate writing delivered to the Custodian, that
all documents delivered to it pursuant to Section 2.01(f) of the Agreement are
in its possession; (ii) such documents have been reviewed by it and appear
regular on their face and related to such Mortgage Loan, (iii) each Mortgage
Note has been endorsed as provided in Section 2.01(a) of the Agreement and each
Mortgage has been assigned in accordance with Section 2.01(c) and (d) of the
Agreement and (iv) based on its examination of the documents in the Mortgage
File and only as to such documents, the Mortgage Loan information attached
hereto as Schedule B set forth for each Mortgage Loan on the related Mortgage
Loan Schedule with respect to such Mortgage Loan accurately reflects information
set forth in the related Mortgage File. The Custodian makes no representations
as to (i) the validity, legality, enforceability, sufficiency, due authorization
or genuineness of any of the documents contained in each Mortgage File or of any
of the Mortgage Loans or (ii) the collectability, insurability, effectiveness or
suitability of any such Mortgage Loan.
This Initial Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Initial Certification at
its office at 0000 Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention:
Manager - CHEC Loan Trust 2004-2.
F-1-1
Capitalized terms used herein shall have the meaning ascribed to them
in the Agreement.
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as
Custodian
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
F-1-2
SCHEDULE A - TO CUSTODIAN'S INITIAL CERTIFICATION
EXCEPTIONS
F-1-3
SCHEDULE B - TO CUSTODIAN'S INITIAL CERTIFICATION
MORTGAGE LOAN INFORMATION
1. Loan Identification Number
2. Mortgagor's Name
3. State and Zip Code of Mortgaged Property
4. Initial Mortgage Interest Rate
5. Original Principal Balance
6. Scheduled Maturity Date
7. Initial Monthly Payment
8. Initial Payment Date
9. Gross Margin (for Adjustable Rate Mortgage Loans)
10. Initial Adjustment Date (for Adjustable Rate Mortgage Loans)
11. Maximum Mortgage Interest Rate (for Adjustable Rate Mortgage Loans)
12. Minimum Mortgage Interest Rate (for Adjustable Rate Mortgage Loans)
13. Periodic Interest Rate (for Adjustable Rate Mortgage Loans)
14. Prepayment Charge Term (if applicable)
15. Prepayment Charge Amount (if applicable)
F-1-4
EXHIBIT F-2
FORM OF CUSTODIAN'S FINAL CERTIFICATION
__________, 20__
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Centex Home Equity Company, LLC
000 Xxxxxxxxxxx Xxx, XX-X
Xxxx Xxxxxx, Xxxxxxxxxx 00000
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
The undersigned, as Custodian, hereby certifies that, as except as
noted on the schedule of exceptions attached hereto as Schedule A, as to each
Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage Loan
paid in full or any Mortgage Loan listed on the attachment hereto) it has
reviewed the Mortgage Files and has determined that (a) all documents required
to be delivered to it pursuant to Section 2.01(a), (b), (c), (d) and (e) of the
Pooling and Servicing Agreement, dated as of October 1, 2004, among Asset Backed
Funding Corporation, as depositor, Countrywide Home Loan Servicing LP, as
servicer and the undersigned, as trustee (the "Agreement") are in its
possession, and if indicated as applicable in a separate writing delivered to
the Custodian, that all documents delivered to it pursuant to Section 2.01(f) of
the Agreement are in its possession; (b) such documents have been reviewed by it
and appear regular on their face and related to such Mortgage Loan, (c) each
Mortgage Note has been endorsed as provided in Section 2.01(a) of the Agreement
and each Mortgage has been assigned in accordance with Sections 2.01(c) and (d)
of the Agreement and (d) based on its examination of the documents in the
Mortgage File and only as to such documents, the Mortgage Loan information
attached hereto as Schedule B set forth for each Mortgage Loan on the related
Mortgage Loan Schedule with respect to such Mortgage Loan accurately reflects
information set forth in the related Mortgage File. The Custodian makes no
representations as to (x) the validity, legality, enforceability, sufficiency,
due authorization or genuineness of any of the documents contained in each
Mortgage File or of any of the Mortgage Loans or (y) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.
This Final Certification is not divisible or negotiable.
The Custodian will accept and act on instructions with respect to the
Mortgage Loans subject hereto upon surrender of this Final Certification at its
office at 0000 Xxxxxxxxxx Xxxx., Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention:
Manager- CHEC Loan Trust 2004-2.
F-2-1
Capitalized terms used herein shall have the meaning ascribed to them
in the Agreement.
X.X. XXXXXX TRUST COMPANY,
NATIONAL ASSOCIATION, as
Trustee
By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
F-2-2
SCHEDULE A - TO CUSTODIAN'S FINAL CERTIFICATION
EXCEPTIONS
F-2-3
SCHEDULE B - TO CUSTODIAN'S FINAL CERTIFICATION
MORTGAGE LOAN INFORMATION
1. Loan Identification Number
2. Mortgagor's Name
3. State and Zip Code of Mortgaged Property
4. Initial Mortgage Interest Rate
5. Original Principal Balance
6. Scheduled Maturity Date
7. Initial Monthly Payment
8. Initial Payment Date
9. Gross Margin (for Adjustable Rate Mortgage Loans)
10. Initial Adjustment Date (for Adjustable Rate Mortgage Loans)
11. Maximum Mortgage Interest Rate (for Adjustable Rate Mortgage Loans)
12. Minimum Mortgage Interest Rate (for Adjustable Rate Mortgage Loans)
13. Periodic Interest Rate (for Adjustable Rate Mortgage Loans)
14. Prepayment Charge Term (if applicable)
15. Prepayment Charge Amount (if applicable)
F-2-4
EXHIBIT F-3
FORM OF RECEIPT OF MORTGAGE NOTE
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
X.X. Xxxxxx Trust Company, National Association, in its capacity as
custodian (the "Custodian") under the Pooling and Servicing Agreement dated as
of October 1, 2004, among Asset Backed Funding Corporation, as Depositor, Centex
Home Equity Company, LLC, as Servicer and JPMorgan Chase Bank, as Trustee,
hereby acknowledges receipt (subject to review as required by Section 2.01 of
the Pooling and Servicing Agreement) of the items delivered to it with respect
to the Mortgage Loans pursuant to Section 2.01 of the Pooling and Servicing
Agreement.
The Custodian hereby additionally acknowledges that it shall review
such items as required by Section 2.01 of the Pooling and Servicing Agreement.
X.X. XXXXXX TRUST COMPANY, NATIONAL
ASSOCIATION, as Custodian
By:
-----------------------------------
Name:
Title:
F-3-1
EXHIBIT G
MORTGAGE LOAN PURCHASE AGREEMENT
G-1
EXHIBIT H
FORM OF LOST NOTE AFFIDAVIT
Personally appeared before me the undersigned authority to administer
oaths, ______________________ who first being duly sworn deposes and says:
Deponent is ______________________ of ______________________________, successor
by merger to _________________________________________ ("Seller") and who has
personal knowledge of the facts set out in this affidavit.
On ___________________, _________________________ did execute and
deliver a promissory note in the principal amount of $__________.
That said note has been misplaced or lost through causes unknown and is
presently lost and unavailable after diligent search has been made. Seller's
records show that an amount of principal and interest on said note is still
presently outstanding, due, and unpaid, and Seller is still owner and holder in
due course of said lost note.
Seller executes this Affidavit for the purpose of inducing JPMorgan
Chase Bank, as trustee on behalf of CHEC Loan Trust 2004-2, Asset-Backed
Certificates, Series 2004-2, to accept the transfer of the above described loan
from Seller.
Seller agrees to indemnify and hold harmless JPMorgan Chase Bank and
Asset Backed Funding Corporation for any losses incurred by such parties
resulting from the above described promissory note has been lost or misplaced.
By:
------------------------------------
---------------------------------------
STATE OF )
) SS:
COUNTY OF )
On this ____ day of _______ 20__, before me, a Notary Public, in and
for said County and State, appeared ________________________, who acknowledged
the extension of the foregoing and who, having been duly sworn, states that any
representations therein contained are true.
Witness my hand and Notarial Seal this ____ day of _______ 20__.
--------------------------------------------
--------------------------------------------
My commission expires .
-----------------------
H-1
EXHIBIT I
FORM OF ERISA REPRESENTATION
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Global Debt Services - CHEC Loan Trust 2004-2, Series 0000-0
Xxxxx Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
1. [The undersigned is the ______________________ of ________________
(the "Transferee") a [corporation duly organized] and existing under the laws of
__________, on behalf of which he makes this affidavit.] [The undersigned,
___________________, is the transferee (the "Transferee").]
2. The Transferee hereby acknowledges that under the terms of the
Pooling and Servicing Agreement (the "Agreement") dated as of October 1, 2004,
among Asset Backed Funding Corporation, as depositor (the "Depositor"), Centex
Home Equity Company, LLC as Servicer, and JPMorgan Chase Bank, as trustee (the
"Trustee"), no transfer of the ERISA-Restricted Certificates shall be permitted
to be made to any person unless the Depositor and the Certificate Registrar (as
defined in the Agreement) have received a certificate from such transferee in
the form hereof.
3. The Transferee either (x) (i) is not an employee benefit plan
subject to Section 406 or Section 407 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 any materially similar provisions of
applicable federal, state or local law ("Similar Law"), the Trustee of any such
plan or a person acting on behalf of any such plan nor a person using the assets
of any such plan or (ii) (except in the case of the Class R, Class CE and Class
P Certificates) is an insurance company which is purchasing such Certificates
with funds contained in an "insurance company general account" (as such term is
defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE
95-60") and that the purchase and holding of such Certificates are covered under
Sections I and III of PTCE 95-60 or (y) (except in the case of the Class R
Certificate) shall deliver to the Certificate Registrar and the Depositor an
opinion of counsel (a "Benefit Plan Opinion") satisfactory to the Certificate
Registrar, and upon which the Certificate Registrar and the Depositor shall be
entitled to rely, to the effect that the purchase or holding of such Certificate
by the Transferee will not constitute or result in a non-exempt prohibited
transaction within the meaning of ERISA or Section 4975 of the Code (or similar
provisions of Similar Law) and will not subject the Trustee or the Depositor to
any
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obligation in addition to those undertaken by such entities in the Pooling and
Servicing Agreement, which opinion of counsel shall not be an expense of the
Trustee or the Depositor.
Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Agreement.
IN WITNESS WHEREOF, the Transferee has executed this certificate.
-------------------------------------
[Transferee]
By:
----------------------------------
Name:
Title:
I-2
EXHIBIT J
FORM OF INVESTMENT LETTER [NON-RULE 144A]
[DATE]
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Global Debt Services - CHEC Loan Trust 2004-2, Series 2004-2
Ladies and Gentlemen:
In connection with our acquisition of the CHEC Loan Trust 2004-2,
Asset-Backed Certificates, Series 2004-2 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we are an
"accredited investor," as defined in Regulation D under the Act, and have such
knowledge and experience in financial and business matters that we are capable
of evaluating the merits and risks of investments in the Certificates, (c) we
have had the opportunity to ask questions of and receive answers from the
Depositor concerning the purchase of the Certificates and all matters relating
thereto or any additional information deemed necessary to our decision to
purchase the Certificates, (d) we are acquiring the Certificates for investment
for our own account and not with a view to any distribution of such Certificates
(but without prejudice to our right at all times to sell or otherwise dispose of
the Certificates in accordance with clause (g) below), (e) we agree that the
Certificates must be held indefinitely by us and we acknowledge that we are able
to bear the economic risk of investment in the Certificates, (f) we have not
offered or sold any Certificates to, or solicited offers to buy any Certificates
from, any person, or otherwise approached or negotiated with any person with
respect thereto, or taken any other action which would result in a violation of
Section 5 of the Act, (g) we will not sell, transfer or otherwise dispose of any
Certificates unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this Certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Certificate has executed
and delivered to you a certificate to substantially the same effect as this
certificate, and (3) the purchaser or transferee has otherwise complied with any
conditions for transfer set forth in the Pooling and Servicing Agreement and (h)
we acknowledge that the Certificates will bear a legend setting forth the
applicable restrictions on transfer.
Very truly yours,
[NAME OF TRANSFEREE]
By:
------------------------------------
Authorized Officer
J-1
FORM OF RULE 144A INVESTMENT LETTER
[DATE]
Asset Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
JPMorgan Chase Bank
0 Xxx Xxxx Xxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Global Debt Services - CHEC Loan Trust 2004-2, Series 2004-2
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
In connection with our acquisition of the CHEC Loan Trust 2004-2,
Asset-Backed Certificates, Series 2004-2 (the "Certificates"), we certify that
(a) we understand that the Certificates are not being registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws and
are being transferred to us in a transaction that is exempt from the
registration requirements of the Act and any such laws, (b) we have had the
opportunity to ask questions of and receive answers from the Depositor
concerning the purchase of the Certificates and all matters relating thereto or
any additional information deemed necessary to our decision to purchase the
Certificates, (c) we have not, nor has anyone acting on our behalf offered,
transferred, pledged, sold or otherwise disposed of the Certificates, any
interest in the Certificates or any other similar security to, or solicited any
offer to buy or accept a transfer, pledge or other disposition of the
Certificates, any interest in the Certificates or any other similar security
from, or otherwise approached or negotiated with respect to the Certificates,
any interest in the Certificates or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action, that would constitute a
distribution of the Certificates under the Securities Act or that would render
the disposition of the Certificates a violation of Section 5 of the Securities
Act or require registration pursuant thereto, nor will act, nor has authorized
or will authorize any person to act, in such manner with respect to the
Certificates, (d) we are a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act and have completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex 2. We
are aware that the sale to us is being made in reliance on Rule 144A. We are
acquiring the Certificates for our own account or for resale pursuant to Rule
144A and further, understand that such Certificates may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account of a
qualified institutional buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, and who executes a
certification in the form of this letter and a certification in the form of
either Annex 1 or Annex 2 attached hereto, or (ii) pursuant to another exemption
from registration under the Securities Act.
Very truly yours,
[NAME OF TRANSFEREE]
By:
---------------------------------------
Authorized Officer
J-2
ANNEX 1 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees Other Than Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
i. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
ii. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because (i) the Buyer owned
and/or invested on a discretionary basis $ 1 in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended.
___ Bank. The Buyer (a) is a national bank or banking institution
organized under the laws of any State, territory or the District of
Columbia, the business of which is substantially confined to banking
and is supervised by the State or territorial banking commission or
similar official or is a foreign bank or equivalent institution, and
(b) has an audited net worth of at least $25,000,000 as demonstrated in
its latest annual financial statements, a copy of which is attached
hereto.
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements, a copy of which is attached hereto.
___ Broker-dealer. The Buyer is a dealer registered pursuant to Section
15 of the Securities Exchange Act of 1934.
--------------
1 Buyer must own and/or invest on a discretionary basis at least
$__________ in securities unless Buyer is a dealer, and, in that case, Buyer
must own and/or invest on a discretionary basis at least $__________ in
securities.
J-3
___ Insurance Company. The Buyer is an insurance company whose primary
and predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State, territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained
by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security Act of
1974.
___ Investment Advisor. The Buyer is an investment advisor registered
under the Investment Advisors Act of 1940.
___ Small Business Investment Company. Buyer is a small business
investment company licensed by the U.S. Small Business Administration
under Section 301(c) or (d) of the Small Business Investment Act of
1958.
___ Business Development Company. Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisors Act
of 1940.
iii. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer, (iii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iv) bank deposit notes and certificates of deposit,
(v) loan participations, (vi) repurchase agreements, (vii) securities owned but
subject to a repurchase agreement and (viii) currency, interest rate and
commodity swaps.
iv. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used the
cost of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph, except (i) where the Buyer reports its
securities holdings in its financial statements on the basis of their market
value, and (ii) no current information with respect to the cost of those
securities has been published. If clause (ii) in the preceding sentence applies,
the securities may be valued at market. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934, as
amended.
v. 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
J-4
continue to rely on the statements made herein because one or more sales to the
Buyer may be in reliance on Rule 144A.
vi. Until the date of purchase of the Rule 144A Securities, the Buyer
will notify each of the parties to which this certification is made of any
changes in the information and conclusions herein. Until such notice is given,
the Buyer's purchase of the Certificates will constitute a reaffirmation of this
certification as of the date of such purchase. In addition, if the Buyer is a
bank or savings and loan is provided above, the Buyer agrees that it will
furnish to such parties updated annual financial statements promptly after they
become available.
--------------------------------------
Print Name of Buyer
By:
-----------------------------------
Name:
Title:
Date:
---------------------------------
J-5
ANNEX 2 TO EXHIBIT J
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Transferees That are Registered Investment Companies]
The undersigned (the "Buyer") hereby certifies as follows to the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates with respect to the Certificates described therein:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933, as amended ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of the
Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, as
amended and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining the amount of securities owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used, except (i) where the Buyer or the Buyer's Family of Investment
Companies reports its securities holdings in its financial statements on the
basis of their market value, and (ii) no current information with respect to the
cost of those securities has been published. If clause (ii) in the preceding
sentence applies, the securities may be valued at market.
___ The Buyer owned $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
___ The Buyer is part of a Family of Investment Companies which owned
in the aggregate $ in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year
(such amount being calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer or are part of the Buyer's Family
of Investment Companies, (ii) securities issued or guaranteed by the U.S. or any
instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
(iv) loan participations, (v) repurchase agreements, (vi) securities owned but
subject to a repurchase agreement and (vii) currency, interest rate and
commodity swaps.
J-6
5. The Buyer is familiar with Rule 144A and understands that the
parties listed in the Rule 144A Transferee Certificate to which this
certification relates are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. Until the date of purchase of the Certificates, the undersigned will
notify the parties listed in the Rule 144A Transferee Certificate to which this
certification relates of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of the Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.
Print Name of Buyer or Adviser
By:
-------------------------------
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
-----------------------------
J-7
EXHIBIT K
FORM OF CLASS R CERTIFICATE TRANSFER AFFIDAVIT
CHEC LOAN TRUST 2004-2, ASSET-BACKED CERTIFICATES, SERIES 2004-2
STATE OF )
) ss.:
COUNTY OF )
The undersigned, being first duly sworn, deposes and says as follows:
1. The undersigned is [an officer of] , the proposed Transferee of an
Ownership Interest in the Class R Certificates (the "Certificate") issued
pursuant to the Pooling and Servicing Agreement, (the "Agreement"), relating to
the above-referenced Certificates, among Asset Backed Funding Corporation, as
depositor, Centex Home Equity Company, LLC, as Servicer, and JPMorgan Chase
Bank, as trustee (the "Trustee"). Capitalized terms used, but not defined herein
shall have the meanings ascribed to such terms in the Agreement. The Transferee
has authorized the undersigned to make this affidavit on behalf of the
Transferee.
2. The Transferee is, as of the date hereof, and will be, as of the
date of the Transfer, a Permitted Transferee. The Transferee is acquiring its
Ownership Interest in the Certificates either (i) for its own account or (ii) as
nominee, trustee or agent for another Person and has attached hereto an
affidavit from such Person in substantially the same form as this affidavit. The
Transferee has no knowledge that any such affidavit is false.
3. The Transferee has been advised of, and understands that (i) a tax
will be imposed on Transfers of the Certificate to Persons that are a
Disqualified Organization; (ii) such tax will be imposed on the transferor, or,
if such Transfer is through an agent (which includes a broker, nominee or
middleman) for a Person that is a Disqualified Organization, on the agent; and
(iii) the Person otherwise liable for the tax shall be relieved of liability for
the tax if the subsequent Transferee furnished to such Person an affidavit that
such subsequent Transferee is not a Disqualified Organization and, at the time
of Transfer, such Person does not have actual knowledge that the affidavit is
false.
4. The Transferee has been advised of, and understands that a tax will
be imposed on a "pass-through entity" holding the Certificate if at any time
during the taxable year of the pass-through entity a Person that is a
Disqualified Organization is the record holder of an interest in such entity.
The Transferee understands that such tax will not be imposed for any period with
respect to which the record holder furnishes to the pass-through entity an
affidavit that such record holder is not a Disqualified Organization and the
pass-through entity does not have actual knowledge that such affidavit is false.
(For this purpose, a "pass-through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives and, except as may be provided in
Treasury Regulations, persons holding interests in pass-through entities as a
nominee for another Person.)
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5. The Transferee has reviewed the provisions of Section 5.02(d) of the
Agreement and understands the legal consequences of the acquisition of an
Ownership Interest in the Certificate including, without limitation, the
restrictions on subsequent Transfers and the provisions regarding voiding the
Transfer and mandatory sales. The Transferee expressly agrees to be bound by and
to abide by the provisions of Section 5.02(d) of the Agreement and the
restrictions noted on the face of the Certificate. The Transferee understands
and agrees that any breach of any of the representations included herein shall
render the Transfer to the Transferee contemplated hereby null and void.
6. The Transferee agrees to require a Transfer Affidavit from any
Person to whom the Transferee attempts to Transfer its Ownership Interest in the
Certificate, and in connection with any Transfer by a Person for whom the
Transferee is acting as nominee, trustee or agent, and the Transferee will not
Transfer its Ownership Interest or cause any Ownership Interest to be
Transferred to any Person that the Transferee knows is not a Permitted
Transferee. In connection with any such Transfer by the Transferee, the
Transferee agrees to deliver to the Trustee a certificate substantially in the
form set forth in this Exhibit L to the Agreement (a "Transferor Certificate")
to the effect that such Transferee has no actual knowledge that the Person to
which the Transfer is to be made is not a Permitted Transferee.
7. The Transferee does not have the intention to impede the assessment
or collection of any tax legally required to be paid with respect to the
Certificate.
8. The taxpayer identification number of the Transferee's nominee is .
9. The Transferee is a U.S. Person as defined in Code Section
7701(a)(30).
10. The Transferee is aware that the Certificate may be a "noneconomic
residual interest" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
11. The Transferee has filed all required federal and state income tax
returns and has paid all federal and state income tax due and intends to file
and pay all such returns and taxes in the future.
12. The Transferee historically has paid its debts as they come due and
fully intends to be financially able to pay its debts, including any and all tax
liabilities, as they become due.
13. The Transferee understands that, as the holder of an Ownership
Interest in a Certificate, it may incur tax liabilities in excess of any cash
flows generated by such Ownership Interest and intends to pay all taxes
associated with holding such Ownership Interest as such taxes become due.
K-2
14. That the Transferee will not cause income from the Class R
Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Transferee
or any other person.
15. That, if the Transferee is purchasing the Class R Certificate in a
transfer intended to meet the safe harbor provisions of Treasury Regulations
Sections 1.860E-1(c), the Transferee has executed and attached Attachment A
hereto.
16. The Transferee is not an employee benefit plan that is subject to
ERISA or a plan that is subject to Section 4975 of the Code or a plan or
arrangement subject to any materially similar provisions of applicable federal,
state or local law, nor are we acting on behalf of such a plan.
K-3
IN WITNESS WHEREOF, the Transferee has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
duly authorized officer, duly attested, this day of , 20 .
[NAME OF TRANSFEREE]
By:
-----------------------------------
Name:
Title:
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named _________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the ___________ of the Transferee, and acknowledged that he executed the same
as his free act and deed and the free act and deed of the Transferee.
Subscribed and sworn before me this day of , 20 . ----- --------- --
--------------------------------------
NOTARY PUBLIC
My Commission expires
the day of , 20 .
K-4
ATTACHMENT A
to
AFFIDAVIT PURSUANT TO SECTION 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
Check the appropriate box:
[ ] The consideration paid to the Transferee to acquire the Class R Certificate
equals or exceeds the excess of (a) the present value of the anticipated tax
liabilities over (b) the present value of the anticipated savings associated
with holding such Certificate, in each case calculated in accordance with U.S.
Treasury Regulations Sections 1.860E-1(c)(7) and (8), computing present values
using a discount rate equal to the short-term Federal rate prescribed by Section
1274(d) of the Code and the compounding period used by the Transferee.
OR
[ ] The transfer of the Class R Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly:
(i) the Transferee is an "eligible corporation," as defined in
U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income
from Class R Certificate will only be taxed in the United States;
(ii) at the time of the transfer, and at the close of the
Transferee's two fiscal years preceding the year of the transfer, the
Transferee had gross assets for financial reporting purposes (excluding
any obligation of a person related to the Transferee within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of
$100 million and net assets in excess of $10 million;
(iii) the Transferee will transfer the Class R Certificate
only to another "eligible corporation," as defined in U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies
the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Section 1.860E-1(c)(5) of the U.S. Treasury Regulations;
(iv) the Transferee has determined the consideration paid to
it to acquire the Class R Certificate based on reasonable market
assumptions (including, but not limited to, borrowing and investment
rates, prepayment and loss assumptions, expense and reinvestment
assumptions, tax rates and other factors specific to the Transferee)
that it has determined in good faith; and
(v) in the event of any transfer of the Class R Certificate by
the Transferee, the Transferee will require its transferee to complete
a representation in the form of this Attachment A as a condition of the
transferee's purchase of the Class R Certificate.
K-5
EXHIBIT L
FORM OF TRANSFEROR CERTIFICATE
[DATE]
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, New York 10004-2477
Attn: Global Debt Services - CHEC Loan Trust 2004-2, Series 0000-0
Xxxxx Backed Funding Corporation
000 Xxxxx Xxxxx Xxxxxx
00xx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Re: CHEC Loan Trust 2004-2, Asset-Backed Certificates, Series 2004-2
----------------------------------------------------------------
Ladies and Gentlemen:
In connection with our disposition of the CHEC Loan Trust 2004-2,
Asset-Backed Certificates, Series 2004-2 (the "Certificates"), we certify that
(a) we understand that the Certificates have not been registered under the
Securities Act of 1933, as amended (the "Act"), and are being disposed by us in
a transaction that is exempt from the registration requirements of the Act, (b)
we have not offered or sold any Certificates to, or solicited offers to buy any
Certificates from, any person, or otherwise approached or negotiated with any
person with respect thereto, in a manner that would be deemed, or taken any
other action which would result in, a violation of Section 5 of the Act, (c) to
the extent we are disposing of the Class R Certificate, we have no knowledge the
Transferee is not a Permitted Transferee and (d) no purpose of the proposed
disposition of the Class R Certificate is to impede the assessment or collection
of tax.
Very truly yours,
[---------------------]
By:
-------------------------------
L-1
EXHIBIT M
MONTHLY INFORMATION DELIVERED BY SERVICER
1. The number and Principal Balances of all Mortgage Loans which were the
subject of Principal Prepayments during the related Prepayment Period.
2. The amount of all curtailments which were received during the related
Prepayment Period.
3. The aggregate amount of the principal portion of all Monthly Payments
received during the related Collection Period.
4. The amount of interest received on the Mortgage Loans during the related
Collection Period.
5. The aggregate amount of the Advances made and recovered with respect to
such Distribution Date.
6. The aggregate amount of the Servicing Advances made and recovered with
respect to such Distribution Date.
7. The delinquency and foreclosure information and the amount of Mortgage Loan
Losses during the related Collection Period.
8. The information contained in the Liquidation Report for the related
Collection Period.
9. The weighted average maturity, the weighted average Mortgage Interest Rate
and the weighted average Net Mortgage Interest Rate as of the last day of
the Collection Period preceding of the related Interest Accrual Period.
10. The Servicing Fees paid and Servicing Fees accrued during the related
Collection Period.
11. The Trustee Fees paid and Trustee Fees accrued during the related
Collection Period.
12. The amount of all payments or reimbursements to the Servicer paid or to be
paid since the prior Distribution Date (or in the case of the first
Distribution Date, since the Closing Date).
13. The Pool Balance.
14. The number of Mortgage Loans outstanding at the beginning and at the end of
the related Collection Period.
15. The aggregate interest accrued on the Mortgage Loans at their respective
Mortgage Interest Rates for the related Collection Period.
M-1
16. The amount deposited in the Collection Account which may not be withdrawn
therefrom pursuant to an Order of a United States Bankruptcy Court of
competent jurisdiction imposing a stay pursuant to Section 362 of U.S.
Bankruptcy Code.
17. The aggregate Realized Losses since the Cut-off Date as of the end of the
related Collection Period.
18. The amount of Prepayment Charges received, the amount of Originator
Prepayment Charge Payment Amounts paid, the amount of Servicer Prepayment
Charge Payment Amounts paid, and the reason for any Prepayment Charges
waived without a corresponding Servicer Prepayment Charge Payment Amount,
all for the related Collection Period.
19. The amount of Yield Maintenance Agreement Payments received on each Yield
Maintenance Agreement with respect to such Distribution Date.
M-2
EXHIBIT N-1
FORM OF CLASS A YIELD MAINTENANCE AGREEMENT
N-1-1
EXHIBIT N-2
FORM OF CLASS M-1/M-5 YIELD MAINTENANCE AGREEMENT
N-2-1
EXHIBIT N-3
FORM OF CLASS M-6/M-8 YIELD MAINTENANCE AGREEMENT
N-3-1
EXHIBIT O
FORM OF CERTIFICATION
CHEC LOAN TRUST 2004-2,
ASSET-BACKED CERTIFICATES, SERIES 2004-2
I, [identify the certifying individual] certify that: 1. I have reviewed the
annual report on Form 10-K, and all Monthly Form 8-K's containing
Distribution Date Statements filed in respect of periods included in the
year covered by this annual report, of the CHEC Loan Trust 2004-2;
2. Based on my knowledge, the information in these reports, taken as a whole,
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading as of
the last day of the period covered by this annual report;
3. Based on my knowledge, the distribution or servicing information required
to be provided to the Trustee by the Servicer under the Pooling and
Servicing Agreement, dated as of October 1, 2004 (the "Agreement"), among
Asset Backed Funding Corporation, as depositor, Centex Home Equity Company,
LLC, as Servicer (the "Servicer"), and JPMorgan Chase Bank, as trustee (the
"Trustee") for inclusion in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement included in
the annual report on Form 10-K and required to be delivered to the Trustee
in accordance with the terms of the Agreement, and except as disclosed in
the reports, the Servicer has fulfilled its obligations under the
Agreement;
5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports; and
6. In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: Centex Home Equity
Company, LLC and JPMorgan Chase Bank.
By:
-------------------------------
Name:
Title:
X-0
XXXXXXX X-0
FORM OF CERTIFICATION TO BE PROVIDED BY THE TRUSTEE TO THE DEPOSITOR
CHEC LOAN TRUST 2004-2,
ASSET-BACKED CERTIFICATES, SERIES 2004-2
The Trustee hereby certifies to Asset Backed Funding Corporation and its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:
1. The trustee has reviewed the annual report on Form 10-K for the fiscal year
[___], and all reports on Form 8-K containing distribution reports filed in
respect of periods included in the year covered by that annual report,
relating to the above-referenced Trust;
2. Subject to paragraph (4), the distribution information in the distribution
reports contained in all monthly Form 8-K's included in the year covered by
the annual report on Form 10-K for the calendar year [____], taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact required by the Pooling and Servicing Agreement to be
included therein and necessary to make the statements made, in light of the
circumstances under which statements were made, not misleading as of the
last day of the period covered by that annual report;
3. The distribution information required to be provided by the Trustee under
the Pooling and Servicing Agreement is included in these reports; and
4. In compiling the distribution information and making the foregoing
certifications, I have relied upon information furnished to me by the
Servicer under the Pooling and Servicing Agreement. The Trustee shall have
no responsibility or liability for any inaccuracy in such reports resulting
from information so provided by the Servicer.
JPMORGAN CHASE BANK, as Trustee
By:
--------------------------------
Name:
Title:
X-0-0
XXXXXXX X-0
FORM OF CERTIFICATION TO BE PROVIDED BY THE SERVICER TO THE DEPOSITOR
CHEC LOAN TRUST 2004-2,
ASSET-BACKED CERTIFICATES, SERIES 2004-2
I, [identify the certifying individual], certify to Asset Backed
Funding Corporation and its officers, directors and affiliates, and with the
knowledge and intent that they will rely upon this certification, that:
1. I have reviewed the annual report on Form 10-K for the calendar year [___],
and all Monthly Form 8-K's containing Distribution Date Statements filed in
respect of periods included in the year covered by that annual report, of
the CHEC Loan Trust 2004-2;
2. Based on my knowledge, the servicing information in the Distribution Date
Statements contained in all Monthly Form 8-K's included in the year covered
by the annual report on Form 10-K for the calendar year [___], taken as a
whole, does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading as
of the last day of the period covered by that annual report;
3. Based on my knowledge, the servicing information required to be provided to
the Trustee by the Servicer under the Pooling and Servicing Agreement,
dated as of October 1, 2004 (the "Agreement"), among Asset Backed Funding
Corporation, as depositor, Centex Home Equity Company, LLC, as Servicer
(the "Servicer"), and JPMorgan Chase Bank, as trustee (the "Trustee"), for
inclusion in these reports is included in these reports;
4. I am responsible for reviewing the activities performed by the Servicer
under the Agreement and based upon my knowledge and the annual compliance
review required under the Agreement, and except as disclosed in the
reports, the Servicer has fulfilled its obligations under the Agreement;
and
5. The reports disclose all significant deficiencies relating to the
Servicer's compliance with the minimum servicing standards based upon the
report provided by an independent public accountant, after conducting a
review in compliance with the Uniform Single Attestation Program for
Mortgage Bankers or similar procedure, as set forth in the Agreement, that
is included in these reports.
CENTEX HOME EQUITY COMPANY, LLC
By:
------------------------------------
Name:
Title:
P-2-2
